AMERICAN NATIONAL VARIABLE LIFE SEPARATE ACCOUNT
485APOS, 1999-02-26
Previous: AMERICAN NATIONAL VARIABLE LIFE SEPARATE ACCOUNT, 485APOS, 1999-02-26
Next: WACHOVIA MUNICIPAL FUNDS, 24F-2NT, 1999-02-26



<PAGE>
 
                                                   Registration Number 333-51035

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                                   FORM  S-6
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

                        Post-Effective Amendment No. 1

               AMERICAN NATIONAL VARIABLE LIFE SEPARATE ACCOUNT
                          (Exact Name of Registrant)

                      AMERICAN NATIONAL INSURANCE COMPANY
                           (Exact Name of Depositor)
                                One Moody Plaza
                            Galveston, Texas  77550
         (Complete Address of Depositor's Principal Executive Offices)

Rex D. Hemme                                     Jerry L. Adams
Vice President, Actuary                          Greer, Herz & Adams, L.L.P.
American National                 With copy to:  One Moody Plaza, 18th Floor
Insurance Company                                Galveston, Texas 77550
One Moody Plaza
Galveston, Texas  77550
(Name and Address of Agent for Service)

================================================================================
Declaration Required By Rule 24f-2(a)(1): An indefinite number of securities of
the Registrant has been registered under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940.  Notice required by Rule
24f-2(b)(1) has been filed in the Office of the Securities and Exchange
Commission on __________, 1999 for the Registrant's fiscal year ending 
December 31, 1998.
================================================================================

It is proposed that this filing will become effective (check appropriate box):
 
[ ]   immediately upon filing pursuant to paragraph (b) of Rule 485
 
[ ]   on (date) pursuant to paragraph (b) of Rule 485
 
[x]   60 days after filing pursuant to paragraph (a)(1) of Rule 485
 
[ ]   on  (date) pursuant to paragraph (a)(1) of Rule 485

[ ]   This post-effective amendment designates a new effective date for a
      previously filed post-effective amendment

Title of securities being registered: Variable Life Insurance Policies
<PAGE>
 
                     WEALTHQUEST(TM) SHIELD VARIABLE LIFE
                                   Issued by
                      American National Insurance Company
             Home Office: One Moody Plaza, Galveston, Texas 77550
                                1-800-306-2959

                         Prospectus Dated May 1, 1999

     This prospectus describes a variable life insurance policy offered by
American National Insurance Company.  The policy provides life insurance
protection with cash value that can be obtained by surrendering the policy or
requesting a policy loan.  The death benefits available under your policy can
increase if the value of the policy increases.

     Generally, the policy will be a Modified Endowment Contract for federal
income tax purposes.  Therefore, all policy loans, assignments and surrenders
are treated first as distributions of taxable income and then as a return of
your basis or investment in the policy.  In addition, prior to your reaching age
59 1/2, these distributions generally would be subject to a 10% penalty tax.

     The minimum initial premium is $10,000.  Additional premiums may be paid,
subject to certain limitations.  The value of your policy will vary with the
investment performance of investment options you choose.  You can choose to have
your net premium payments (premium payments less applicable charges) allocated
to subaccounts of the American National Variable Life Separate Account and to
our general account.  Each subaccount invests in a corresponding portfolio of
American National Investment Accounts, Inc., Variable Insurance Products Fund
II, Variable Insurance Products Fund III, T. Rowe Price International Series,
Inc., T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, MFS
Variable Insurance Trust, Van Eck Worldwide Insurance Trust, Federated Insurance
Series, and Lazard Retirement Series, Inc.  The portfolios currently available
for purchase by the subaccounts are:

 .  AN Money Market                    .  MFS Value Series                    
 .  AN Growth                          .  MFS Emerging Growth Series          
 .  AN Balanced                        .  MFS Research Series                 
 .  AN Managed                         .  MFS Growth With Income Series       
 .  T. Rowe Price Equity Income        .  Van Eck Hard Assets                  
 .  T. Rowe Price Mid-Cap Growth       .  Van Eck Worldwide Emerging Markets   
 .  T. Rowe Price International Stock  .  Federated Utility Fund II            
 .  VIP Contrafund                     .  Federated Growth Strategies Fund II 
 .  VIP Asset Manager: Growth          .  Federated Fund for U.S. Government 
 .  VIP Asset Manager                     Securities II
 .  VIP Index 500                      .  Federated High Income Bond Fund II  
 .  VIP Growth Opportunities           .  Federated Equity Income Fund II      
 .  T.  Rowe Price Limited-Term Bond   .  Lazard Retirement Emerging Markets   
                                      .  Lazard Retirement Small Cap         

     The Securities and Exchange Commission has not approved or disapproved the
policy or passed upon the adequacy of this prospectus.  Any representation to
the contrary is a criminal offense.

                                       1
<PAGE>
 
     The policy is not a deposit or obligation of, or guaranteed or endorsed by,
any bank, nor is it federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency.  The policy
involves investment risks, including possible loss of principal.

     Please read this prospectus and keep it for future reference.

                                       2
<PAGE>
 
TABLE OF CONTENTS

Section                                                  Page
- -------                                                  ----

Definitions............................................

Summary................................................
     The Policy........................................
     Allocation of Premiums............................
     Policy Benefits and Rights........................
     Liquidity Considerations .........................
     Charges...........................................
     Taxes.............................................

Policy Benefits........................................
     Purposes of the Policy............................
     Death Benefit Proceeds............................
     Death Benefit ....................................
     Duration of the Policy............................
     Accumulation Value ...............................
     Payment of Policy Benefits........................

Policy Rights..........................................
     Loan Benefits.....................................
     Surrenders........................................
     Transfers.........................................
     Dollar Cost Averaging ............................
     Asset Allocation .................................

Payment and Allocation of Premiums.....................
     Issuance of a Policy..............................
     Premiums..........................................
     Premium Flexibility...............................
     Allocation of Premiums and Accumulation Value.....   
     Grace Period and Reinstatement....................

Charges and Deductions.................................
     Premium Charges...................................
     Charges from Accumulation Value...................
     Exceptions to Charges.............................

American National Insurance Company, the Separate
Account, the Funds and the Fixed Account...............
     American National Insurance Company...............
     The Separate Account..............................

                                       3
<PAGE>
 
     The Funds.........................................
     Fixed Account.....................................

Federal Tax Matters....................................
     Introduction......................................
     Tax Status of the Policy .........................
     Tax Treatment of Policy Proceeds .................
     American National's Income Taxes..................

Other Information......................................
     Sale of the Policy................................
     Year 2000.........................................
     The Contract......................................
     Dividends.........................................
     Legal Matters.....................................
     Legal Proceedings.................................
     Registration Statement............................
     Experts...........................................

Senior Executive Officers and Directors of
American National Insurance Company....................

Financial Statements...................................

Appendix...............................................
     Illustrations of Death Benefits,
     Accumulation Values and Surrender Values..........

                                       4
<PAGE>
 
DEFINITIONS

Accumulation Value           The total amount that a Policy provides for
                             investment at any time.

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

Age at Issue                 The age at the Insured's last birthday before the
                             Date of Issue.

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

American National Fund       American National Investment Accounts, Inc.

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

Attained Age                 Age at Issue plus the number of complete Policy
                             Years.

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

Beneficiary                  The Beneficiary designated in the application or
                             the latest change, if any, filed and recorded with
                             us.

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

Daily Asset Charge           A charge equal to an annual rate of 1.25% of the
                             average daily Accumulation Value of each
                             subaccount.

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

Date of Issue                The Date of Issue in the Policy.

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

Death Benefit                The amount of insurance coverage provided under the
                             selected Death Benefit option.

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

Death Benefit Proceeds       The proceeds payable upon death of the Insured.

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

Declared Rate                The rate at which interest is credited in the 
                             Fixed Account.

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

Effective Date               The later of the Date of Issue or the date on 
                             which:

                               .  the first premium, as shown on the Policy 
                                  Data Page, has been paid; and

                               .  the Policy has been delivered during the 
                                  Insured's lifetime and good health.

                                       5
<PAGE>
 
                             Any increase in Specified Amount or reinstatement
                             of coverage will take effect on the Monthly
                             Deduction Date which coincides with or next follows
                             the date we approve an application for such
                             increase or for reinstatement of the Policy.

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

Eligible Portfolio           A Portfolio of the portfolio companies in which a
                             subaccount can be invested.

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

Federated Fund               Federated Insurance Series

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

Fidelity Funds               Variable Insurance Products Fund II and Variable
                             Insurance Products Fund III

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

Fixed Account                A part of our General Account which accumulates
                             interest at a fixed rate.

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

General Account              Includes all of our assets except assets segregated
                             into separate accounts.

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

Insured                      The person upon whose life the Policy is issued.

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

Lazard Fund                  Lazard Retirement Series, Inc.

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

MFS Fund                     MFS Variable Insurance Trust

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

Monthly Deduction            The sum of (1) cost of insurance charge and (2)
                             expense charge shown on the Policy Data Page.

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

Monthly Deduction Date       The same date in each succeeding month as the Date
                             of Issue, except that whenever the Monthly
                             Deduction Date falls on a date other than a
                             Valuation Date, the Monthly Deduction Date will be
                             deemed to be the next Valuation Date. The Date of
                             Issue is the first Monthly Deduction Date.

                                       6
<PAGE>
 
Net Amount at Risk           Your Death Benefit minus your Accumulation Value.

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

Net Premium                  Premium less any premium charge.

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

Policy                       The variable life insurance policy described in
                             this prospectus.

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

Policy Data Page             The pages of the Policy so titled.

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

Policy Debt                  The sum of all unpaid Policy loans and accrued
                             interest thereon.

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

Policyowner ("You")          The owner of the Policy, as designated in the
                             application or as subsequently changed. If a Policy
                             has been absolutely assigned, the assignee is the
                             Policyowner. A collateral assignee is not the
                             Policyowner.

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

Policy Year                  The period from one Policy anniversary date until
                             the next Policy anniversary date.

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

Portfolio Companies          American National Fund, Fidelity Funds, T. Rowe
                             Price Funds, MFS Fund, Federated Fund, Van Eck Fund
                             and Lazard Fund

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

Satisfactory Proof of Death  Submission of the following:

                             .  a certified copy of the death certificate;

                             .  a claimant statement;

                             .  the Policy; and

                             .  any other information that we may reasonably
                                require to establish the validity of the claim.

                                       7
<PAGE>
 
- --------------------------------------------------------------------------------

Specified Amount             The minimum Death Benefit under the Policy. The
                             Specified Amount is an amount you select in
                             accordance with Policy requirements.

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

Surrender Premium            Surrender Premium is calculated separately for the
                             initial Specified Amount and each increase in
                             Specified Amount. Surrender Premium will equal the
                             initial premium required to issue the Policy and
                             the initial premium, if any, required to effect
                             increases in Specified Amount. The Surrender
                             Premium is shown on the Policy Data Page, or as
                             changed by subsequent endorsements for increases in
                             Specified Amount.

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

Surrender Value              The Accumulation Value less Policy Debt and
                             surrender charges.

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

T. Rowe Price Funds          T. Rowe Price International Series, Inc., T. Rowe
                             Price Fixed Income Series and T. Rowe Price Equity
                             Series, Inc.

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

Valuation Date               The close of business on each day the New York
                             Stock Exchange is open for regular trading.

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

Valuation Period             The period between Valuation Dates.

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

Van Eck Fund                 Van Eck Worldwide Insurance Trust

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

                                       8
<PAGE>
 
SUMMARY

     The Policy is not available in some states.  You should rely only on the
information contained in this prospectus or to which you have been referred.  We
have not authorized anyone to provide you with information that is different.

     You should read the following summary in conjunction with the detailed
information appearing elsewhere in this prospectus.  Unless otherwise indicated,
the description of the Policy assumes that the Policy is in effect and there is
no Policy Debt.

THE POLICY

     The Policy is a flexible premium variable life insurance policy.

     The Death Benefit under the Policy may, and the Accumulation Value will,
reflect the investment performance of the investments you choose.  (See Death
Benefits, page ___ and Accumulation Value, page ___).  You benefit from any
increase in value and bear the risk that your chosen investment options may
decrease in value.  The amount and duration of the life insurance coverage
provided by the Policy is not guaranteed.  Further, the Accumulation Value is
not guaranteed, except in the Fixed Account.

ALLOCATION OF PREMIUMS

     You can allocate premiums to one or more of the subaccounts and to the
Fixed Account. (See The Separate Account, page ___ and Fixed Account, page ___).
The assets of the various subaccounts are invested in Eligible Portfolios.  The
prospectuses or prospectus profiles for the Eligible Portfolios accompany this
prospectus.

     Premium payments received before the Date of Issue are held in our General
Account without interest.  On the Date of Issue, premiums received on or before
that date are allocated to the subaccount for the AN Money Market Portfolio.
Premium payments received within 15 days after the Date of Issue are also
allocated to the AN Money Market Portfolio.  Thereafter, premium payments and
Accumulation Value are allocated in accordance with your instructions. The
minimum amount that you can allocate to any one subaccount or to the Fixed
Account is the greater of:

                        .  1% of Net Premium (for premium allocations) or 
                           Accumulation Value, or

                         .  $500.

                                       9
<PAGE>
 
POLICY BENEFITS AND RIGHTS

     Death Benefit.  The Death Benefit is at least equal to the Specified
Amount. (See Death Benefit Options, page ___.)  The Death Benefit Proceeds may
be paid in a lump sum or in accordance with an optional payment plan. (See
Payment of Policy Benefits, page ___.)

     Adjustments to Death Benefit.  You can adjust the Death Benefit by
increasing the Specified Amount.  Changes in the Specified Amount are subject to
certain limitations. (See Increase in Specified Amount, page ___).

     Accumulation Value and Surrender Value.  The Accumulation Value reflects
the investment performance of the chosen subaccounts, the rate of interest paid
on the Fixed Account, premiums paid, and charges deducted from the Policy.
There is no guaranteed minimum Accumulation Value. You can withdraw the entire
Surrender Value.  We may charge a surrender charge.  (See Surrenders, page ___).
Surrenders may have tax consequences. (See Federal Income Tax Considerations,
page ___).

     Policy Loans.  After the first Policy Year, you can borrow money from us
using the Policy as security for the loan. (See Loan Benefits, page ___).
Policy Loans may have tax consequences. (See Federal Income Tax Considerations,
page ___).

     Free Look Period.  You have a free look period in which to examine a Policy
and return it for a refund.  The length of the free look period varies among
different states, but generally runs for 10 days after your receipt of the
Policy. (See Refund Privilege, page ___.)

     Policy Lapse.  The Policy will lapse at any time the Surrender Value is
insufficient to pay the Monthly Deductions and the grace period expires without
sufficient additional premium payment.  The grace period starts when written
notice of lapse is mailed to your last known address and expires 61 days later.


                                       10
<PAGE>
 
LIQUIDITY CONSIDERATIONS

     No partial surrenders are permitted under the Policy.  Therefore, this
Policy has a limited amount of liquidity.  After the first Policy Year, you can,
subject to certain limitations, access a portion of your Accumulation Value
through Policy loans.  Loan may have an impact on other Policy benefits. (See
Policy Loans, page ___.)

CHARGES

     Premium Charges.  After the first Policy Year, any premiums will be reduced
by a 4% premium charge before being allocated in the subaccounts or the Fixed
Account.

     Charges from Accumulation Value.  The Accumulation Value of the Policy will
be reduced by certain Monthly Deductions and Expense Charges as follows:

     .  On each Monthly Deduction Date by:

        .  Cost of Insurance Charge. The maximum cost of insurance charge is Net
           Amount at Risk times the guaranteed cost of insurance rate. The
           guaranteed cost of insurance is shown on your Policy Data Page.

        .  Expense Charge. The expense charge is 0.40% of Accumulation Value
           attributable to premium paid in the first Policy Year.

     .  On each Valuation Date, by a Daily Asset Charge not to exceed 1.25%
        annually of the average daily Accumulation Value in each subaccount.
        (See Charges and Deductions, page ___.)

     Eligible Portfolio Expenses.  The values of the units in each subaccount
will reflect the net asset value of shares in the corresponding Eligible
Portfolios.  The net asset value of those shares is reduced by the Eligible
Portfolios' expenses.

                          ELIGIBLE PORTFOLIO EXPENSES
                          ---------------------------
                    (as a percentage of average net assets)

                                       11
<PAGE>
 
               Management   Other      Total
Portfolio      Fees         Expenses   Expenses
- ---------      ----         --------   --------

AN Money Market
AN Growth
AN Balanced
AN Managed
T. Rowe Price Equity Income
T. Rowe Price Mid-Cap Growth
T. Rowe Price International Stock
T.  Rowe Price Limited-Term Bond
VIP Contrafund
VIP Asset Manager: Growth
VIP Asset Manager
VIP Index 500
VIP Growth Opportunities
MFS Value Series
MFS Emerging Growth Series
MFS Research Series
MFS Growth With Income Series
Van Eck Hard Assets
Van Eck Worldwide Emerging Markets
Federated Utility Fund II
Federated Growth Strategies Fund II
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated Equity Income Fund II
Lazard Retirement Emerging Markets
Lazard Retirement Small Cap

     See the prospectuses for the Portfolio Companies for more detailed
information about the Eligible Portfolios' fees and expenses.

     Surrender Charges.  If you surrender your Policy, a surrender charge will
be assessed.  The surrender charge for a surrender is assessed based on the
amount of premiums paid and the amount of surrender premium shown on the Policy
Data Page, with the charges being calculated separately for the original
Specified Amount and each increase, if any, in Specified Amount.  (See Surrender
Charge, page ___.) There are no surrender charges on Premiums in excess of the
total Surrender Premium.  The surrender premium is multiplied by the following
percentages:

                                       12
<PAGE>
 
 Number of Years  
 Since Surrender       Issue/Increase        Issue/Increase    Issue/Increase
 Premium Was Paid        Age 0 - 65            Age 66 - 75       Age 76 - 90
 
 
        1                  9.00%                 8.00%                 6.00%
 
        2                  8.50%                 7.50%                 5.50%
 
        3                  8.00%                 7.00%                 5.00%
 
        4                  7.00%                 6.00%                 4.00%
 
        5                  6.00%                 5.00%                 3.00%
 
        6                  5.00%                 4.00%                 2.00%
 
        7                  4.00%                 3.00%                 1.75%
 
        8                  3.00%                 2.00%                 1.50%
 
        9                  2.00%                 1.75%                 1.25%
 
    10 or more             0.00%                 0.00%                 0.00%

     Transfer Charge.  The first 12 transfers of Accumulation Value in a Policy
Year are free.  Thereafter, a transfer charge of $10 will be deducted from the
amount transferred. (See Transfer Charge, page ___.)

     Annual Fee.  A $35 fee will be charged on the first Monthly Deduction Date
of each Policy Year.

TAXES

     We intend for the Policy to satisfy the definition of life insurance under
the Internal Revenue Code.  Therefore, the Death Benefit Proceeds generally
should be excludible from the gross income of the recipient.  Similarly, you
should not be taxed on increases in the Accumulation Value until there is a
distribution from the Policy.

     In most cases, the Policy will be a Modified Endowment Contract.  If so,
all pre-death distributions, including Policy loans, will be treated first as
distributions of taxable income and then as a return of basis or investment in
the policy.  In addition, prior to age 59 1/2 any such distributions generally
will be subject to a 10% penalty tax.

     See "Federal Tax Matters," page ___, for a discussion of when
distributions, such as surrenders and loans, could be subject to federal income
tax.

                                       13
<PAGE>
 
POLICY BENEFITS

PURPOSES OF THE POLICY

     The Policy is designed to provide you:

  .  life insurance protection, and

  .  Death Benefits which may and Accumulation Value which will vary with
     performance of your chosen investment options.

DEATH BENEFIT PROCEEDS

     We will, upon Satisfactory Proof of Death, pay the Death Benefit Proceeds.
The amount of the Death Benefit will be determined at the end of the Valuation
Period in which the Insured dies.  Death Benefit Proceeds equal:

  .  the Death Benefit; minus

  .  Policy Debt; minus

  .  unpaid Monthly Deduction.

     Subject to the rights of any assignee, we will pay the Death Benefit
Proceeds to:

  .  the Beneficiary or Beneficiaries, or

  .  if no Beneficiary survives the Insured, the Insured's estate will receive
     the proceeds.

The Death Benefit Proceeds may be paid to the Beneficiary in a lump sum or under
one or more of the payment options in the Policy. (See Payment of Policy
Benefits, page ___.)

DEATH BENEFIT

     Until age 100, the Death Benefit is the Specified Amount or, if greater,
the corridor percentage of Accumulation Value at the end of the Valuation Period
that includes the date of death. The Death Benefit at age 100 and thereafter
equals the Accumulation Value.  The applicable percentage declines as the age of
the Insured increases as shown in the following Corridor Percentage Table:

                                       14
<PAGE>
 
                  CORRIDOR PERCENTAGE TABLE

       Attained Age      Corridor Percentage
       ------------      -------------------
         40 or younger            250
          41                      243
          42                      236
          43                      229
          44                      222
          45                      215
          46                      209
          47                      203
          48                      197
          49                      191
          50                      185
          51                      178
          52                      171
          53                      164
          54                      157
          55                      150
          56                      146
          57                      142
          58                      138
          59                      134
          60                      130
          61                      128
          62                      126
          63                      124
          64                      122
          65                      120
          66                      119
          67                      118
          68                      117
          69                      116
          70                      115
          71                      113
          72                      111
          73                      109
          74                      107
         75 to 90                 105
          91                      104
          92                      103
          93                      102
          94                      101
         95 and thereafter        100

     EXAMPLE. Assume that the Insured's Attained Age is between 0 and 40.  A
Policy with a $50,000 Specified Amount will generally pay 

                                       15
<PAGE>
 
$50,000 in Death Benefits. However, the Death Benefit will be the greater of
$50,000 or 250% of Accumulation Value. Anytime the Accumulation Value exceeds
$20,000, the Death Benefit will exceed the $50,000 Specified Amount. Each
additional dollar added to Accumulation Value above $20,000 will increase the
Death Benefit by $2.50. If the Accumulation Value exceeds $20,000 and increases
by $100 because of investment performance or premium payments, the Death Benefit
will increase by $250. A Policy with an Accumulation Value of $30,000 will
provide a Death Benefit of $75,000 ($30,000 x 250%); an Accumulation Value of
$40,000 will provide a Death Benefit of $100,000 ($40,000 x 250%); and, an
Accumulation Value of $50,000 will provide a Death Benefit of $125,000 ($50,000
x 250%).

     Similarly, so long as Accumulation Value exceeds $20,000, each dollar
decrease in Accumulation Value will reduce the Death Benefit by $2.50. If, for
example, the Accumulation Value is reduced from $25,000 to $20,000 because of
charges or negative investment performance, the Death Benefit will be reduced
from $62,500 to $50,000.

     Increase in Specified Amount.  Subject to certain limitations, you may
increase the Specified Amount of your Policy.  A change in Specified Amount may
affect the cost of insurance charge and have Federal Tax consequences. (See Cost
of Insurance, page ___ and Federal Income Tax Considerations, page ___.)

     If you want to increase the Specified Amount, you must submit a written
supplemental application and provide evidence of insurability.  An additional
premium is required.  The minimum additional premium is $5,000.  You cannot
increase the Specified Amount if the Insured's Attained Age is over 90.   We may
refuse an increase or limit the size or number of increases in a Policy Year.
(See Charges and Deductions, page ___.)

     You have a "free look period" for each increase in Specified Amount.  The
free look period will apply only to the increase in Specified Amount. (See
Refund Privilege, page ___.)

DURATION OF THE POLICY

     The Policy will remain in force so long as the Surrender Value is
sufficient to pay the Monthly Deduction.  Where, however, the Surrender Value is
insufficient to pay the Monthly Deduction and the grace period expires without
an adequate payment, the Policy will lapse and terminate without value. (See
Grace Period and Reinstatement, page ___.)

                                       16
<PAGE>
 
ACCUMULATION VALUE

     Determination of Accumulation Value.  On each Valuation Date, Accumulation
Value is determined as follows:

 .  the aggregate of the value in each subaccount, determined by multiplying a
   subaccount's unit value by the number of units in the subaccount; plus

 .  the value in the Fixed Account; plus

 .  Net Premiums received on the Valuation Date, less

 .  Accumulation Value securing Policy Debt; less

 .  any Monthly Deduction processed on that Valuation Date; less

 .  any federal or state income taxes.

     The number of subaccount units allocated to the Policy is determined after
any transfers among subaccounts, or the Fixed Account (and deduction of transfer
charges), but before any other Policy transactions on the Valuation Date.

     Determination of Unit Value.  The unit value of each subaccount is equal
to:

 .  the per share net asset value of the corresponding Eligible Portfolio on the
   Valuation Date, multiplied by

 .  the number of shares held by the subaccount, after the purchase or redemption
   of any shares on that date, minus

 .  the Daily Asset Charge, and divided by

 .  the total number of units held in the subaccount on the Valuation Date, after
   any transfers among subaccounts, or the Fixed Account (and deduction of
   transfer charges), but before any other Policy transactions.

PAYMENT OF POLICY BENEFITS

     Death Benefit Proceeds will usually be paid within seven days after we
receive Satisfactory Proof of Death.  Policy loans and surrenders will
ordinarily be paid within seven days after receipt of your written request.  We
may defer payment of any surrender, refund or Policy loan 

                                       17
<PAGE>
 
until a premium payment made by check clears the banking system. Payments may
also be postponed in certain other circumstances. (See Postponement of Payments,
page ___.) You can decide how benefits will be paid. During the Insured's
lifetime, you may arrange for the Death Benefit Proceeds or surrenders to be
paid in a lump sum or under one or more of the optional methods of payment
described below. These choices are also available if the Policy is surrendered.
When Death Benefit Proceeds are payable in a lump sum and no election of an
optional payment method is in force at the death of the Insured, the Beneficiary
may select one or more of the optional payment methods. If you or the
Beneficiary do not elect one of these options, we will pay the benefits in a
lump sum.

     An election or change of method of payment must be in writing.  A change in
Beneficiary revokes any previous election.  Further, if the Policy is assigned,
any amount due to the assignee will be paid first in a lump sum.  The balance,
if any, may be applied under any payment option.  Once payments have begun, the
payment option may not be changed.

     Optional Methods of Payment. In addition to a lump sum payment of benefits
under the Policy, any proceeds to be paid under the Policy may be paid in any of
the following four methods:

     Option 1. Equal Installments for a Fixed Number of Years. Installments will
include interest at the effective rate of 2.5% per year or at a higher rate, as
our option.

     Option 2. Installments for Life with the Option to Choose a Period Certain.
The fixed period may be 10 or 20 years.

     Option 3. Equal Installments of a Fixed Amount Payable Annually, semi-
annually, quarterly, or monthly.  The sum of the installments paid in one year
must be at least $40.00 for each $1,000.00 of proceeds.  Installments will be
paid until the total of the following amount is exhausted: (1) the net sum
payable; plus (2) interest at the effective rate of 2.5% per year; plus (3) any
additional interest that we may elect to pay. The final installment will be the
balance of the proceeds payable plus interest.

     Option 4. Interest Only.  We will hold the proceeds and pay interest at the
effective rate of 2.5% per year or at a higher rate, at our option. On interest
due dates, the payee may withdraw an amount of at least $100.00 from the amount
held.

Any amount left with us for payment under a settlement option will be
transferred to our General Account and will not be affected by the investment
performance associated with the Separate Account.  We may make other options
available in the future.

                                       18
<PAGE>
 
     When proceeds become payable in accordance with a settlement option, the
Policy will be exchanged for a supplementary contract specifying all rights and
benefits. The effective date will be the date of the Insured's death or other
termination of the Policy.

     Amounts under the supplemental contact remaining payable after the
Beneficiary's death will be paid to the estate of the Beneficiary or in any
other manner provided for in the supplementary contract or as otherwise provided
under applicable law.

     General Provisions for Settlement Options.  If the amount held falls below 
$2,000.00, we will pay the entire amount held to the payee. The first 
installment under Option 1, 2 or 3 will be paid the date the proceeds are
available. With our consent, the first installment may be postponed for up to
ten years. If payment is postponed, the proceeds will accumulate with compound
interest at the effective rate of 2.5% per year.

     To avoid paying installments of less than $20.00 each, we will:

 .  change the installments to a quarterly, semi-annual or annual basis; and/or

 .  reduce the number of installments.

     If you elect an option, you may restrict the Beneficiary's right to assign,
encumber, or obtain the discounted present value of any unpaid amount.

     Except as permitted by law, unpaid amounts are not subject to claims of a
Beneficiary's creditors.

     At our option, a Beneficiary may be permitted to receive the discounted
present value of installments, except under option 2.  If the payee dies, under
Option 1 or 2 we will pay the discounted present value of any unpaid fixed-
period installments to the payee's estate except Option 2 lifetime. Under Option
3 or 4, we will pay any balance to the payee's estate.  The effective interest
rate used to compute discounted present value is equal to the rate used in
computing the settlement option plus 1%.  With our consent, the option elected
may provide for payment in another manner.

     Limitations.  You must obtain our consent to have an option under which
proceeds are payable to:

 .  joint or successive payees, or

 .  other than a natural person.

                                       19
<PAGE>
 
POLICY RIGHTS

LOAN BENEFITS

     Loan Privileges.  After the first Policy Year, you can borrow money from us
using your Policy as security for the loan. The minimum loan amount is $100.
Except as otherwise required by applicable state law or regulation, you can
borrow up to 90% of the Surrender Value, as calculated at the end of the
Valuation Period during which your loan request is received.  In addition, an
amount equal to 10% of premiums paid is available each year for preferred Policy
loans.  This amount does not cumulate.  In other words, if you pay $50,000 in
initial premium and do not take out a Policy loan until year 4, only $5,000 is
available under this option for preferred loans.  You can, however, take out
$5,000 in year 4 and then another $5,000 in year 5.

     Preferred loans accrue interest at a lower rate.  We determine whether a
loan is preferred at the time the loan is made.  The amount available for a
preferred loan is equal to the lesser of:

 .  the above-mentioned loan limits, or

 .  the Accumulation Value less Policy Debt and less premiums paid.

     The loan may be repaid in whole or in part during the Insured's lifetime.
Loans generally are funded within seven days after receipt of a written request.
(See Postponement of Payments, page ___.)  Loans may have tax consequences. (See
Federal Income Tax Considerations, page ___.)

     Interest.  Loans will accrue interest on a daily basis at a rate of 5.0%
per year.  Interest is due and payable on each Policy anniversary date or when a
loan payment is made if earlier.  If unpaid, interest will be added to the
amount of the loan and bear interest at the same rate.

     Amounts held to secure Policy loans will earn interest at the annual rate
of 3.0%, or 5.0% on preferred loans, credited on the Policy anniversary.  We
will allocate interest to the subaccounts and the Fixed Account on each Policy
anniversary in the same proportion that premiums are being allocated to those
subaccounts and the Fixed Account at that time.

     Effect of Policy Loans.  When a loan is made, we transfer Accumulation
Value equal to the loan amount from the Separate Account 

                                       20
<PAGE>
 
and the Fixed Account to our General Account as security for the Policy Debt.
The Accumulation Value transferred will be deducted from the subaccounts and the
Fixed Account in accordance with your instructions. The minimum amount which can
remain in a subaccount or the Fixed Account as a result of a loan is $100. If
you do not provide allocation instructions, the Accumulation Value transferred
will be allocated among the subaccounts and the Fixed Account pro-rata. If
allocation instructions conflict with the $100 minimum described above, we may
allocate the Accumulation Value transferred among the subaccounts and the Fixed
Account pro-rata. We will also transfer Accumulation Value from the subaccounts
and the Fixed Account to the General Account to secure unpaid loan interest. We
will allocate this transfer among the subaccounts and the Fixed Account as
described above. We will not impose a charge for these transfers. A Policy loan
may have tax consequences. (See Federal Income Tax Considerations, page ___.)

     A Policy loan may permanently affect the Accumulation Value, even if
repaid.  The effect could be favorable or unfavorable depending on whether the
investment performance of the subacccount(s)/Fixed Account chosen by you is
greater or less than the interest rate credited to the Accumulation Value held
in the General Account to secure the loan.  In comparison to a Policy under
which no loan was made, the Accumulation Value will be lower if the General
Account interest rate is less than the investment performance of the
subaccount(s)/Fixed Account, and greater if the General Account interest rate is
higher than the investment performance of the subaccount(s)/Fixed Account.
Since your Death Benefit may be affected by Accumulation Value, a Policy loan
may also affect the amount of the Death Benefit, even if repaid.

     Policy Debt.  Policy Debt reduces Death Benefit Proceeds and Surrender
Value.  If the Policy Debt exceeds the Accumulation Value less any surrender
charge, you must pay the excess or your Policy will lapse.  We will notify you
of the amount which must be paid.  (See Grace Period and Reinstatement, page
___.)

     Repayment of Policy Debt.  If we receive payments while a Policy loan is
outstanding, unless you designate otherwise in writing, those payments are
treated in the following order:

 .  repayment of loan interest;

 .  repayment of loans;

 .  additional premium.

Payments received as repayment of loans are first applied to non-preferred
loans.  As Policy Debt is repaid, we will transfer Accumulation Value 

                                       21
<PAGE>
 
equal to the loan amount repaid from the General Account to the subaccounts and
the Fixed Account. We will allocate the transfers among the subaccounts and the
Fixed Account in the same proportion that premiums are being allocated at the
time of repayment. We will make the allocation at the end of the Valuation
Period during which the repayment is received. If you do not repay the Policy
Debt, we will deduct the amount of the Policy Debt from any amount payable under
the Policy.

SURRENDERS

     During the life of the Insured, you can surrender the Policy by sending us
a written request.  The amount available for surrender is the Surrender Value at
the end of the Valuation Period during which the surrender request is received
at our Home Office.  Surrenders will generally be paid within seven days of
receipt of the written request. (See Postponement of Payments, page ___.)  Any
proceeds payable upon surrender shall be paid in one sum unless an optional
method of payment is elected. (See Payment of Policy Benefits, page ___.)
Surrenders may have tax consequences. (See Federal Income Tax Considerations,
page ___.)

     You must return the Policy form to us with your request for a surrender.
Coverage under the Policy will terminate as of the date of surrender.  We may
deduct a surrender charge. (See Surrender Charge, page ___.)

     If you make a surrender request without providing us a written election not
to have federal and state income taxes withheld, we are required by law to
withhold those taxes from the surrender and to remit those withholdings to the
federal and/or state government.

TRANSFERS

     You can transfer Accumulation Value among the subaccounts or from the
subaccounts to the Fixed Account as often as you like.  You can make transfers
in person, by mail, or, if a telephone transfer authorization form is on file,
by telephone.  The minimum transfer from a subaccount is $250, or the balance of
the subaccount, if less.  The minimum that may remain in a subaccount after a
transfer is $100.  We will make transfers and determine all values in connection
with transfers on the later of the end of the Valuation Period which includes
the requested transfer date or during which the transfer request is received.
Accumulation Value on the date of a transfer will not be affected except to the
extent of the transfer charge, if applicable.  The first 12 transfers in a
Policy Year will be free.  We will charge $10 for each additional transfer.
Such charge will be deducted from the amount transferred. (See Transfer Charge,
page ___.)  Transfers resulting from Policy loans, the dollar cost averaging
program or 

                                       22
<PAGE>
 
the asset allocation program will not be subject to a transfer charge or be
counted for purposes of determining the number of free transfers.

     The minimum amount you can transfer from the Fixed Account to the
subaccounts in a Policy month is the greater of:

 .  ten percent of the amount in the Fixed Account, or

 .  $1,000.

     We will employ reasonable procedures to confirm that the transfer
instructions communicated by telephone are genuine. These procedures may include
some form of personal identification before acting, providing you written
confirmation of the transaction, and making a tape recording of the telephoned
instructions.

     Under state law, you have a free look period in which to examine a Policy
and return it for a refund.  The length of the free look period varies among
different states, but generally runs for 10 days after your receipt of the
Policy.  If the Policy is canceled during the free look period, you will receive
a refund equal to premiums paid adjusted by investment gains during the 15-day
period such premiums have been allocated to the AN Money Market Portfolio.  (See
Allocation of Premiums, page ___.)  A free look period also applies to any
increase in Specified Amount.  If you cancel the increase, you will receive the
amount ofpremiums paid attributable to such increase in Specified Amount
adjusted by investment gains or losses.

     To cancel the Policy, you should mail or deliver the Policy to our Home
Office or to the office of one of our agents.  We may delay paying a refund of
premiums paid by check until the check has cleared your bank. (See Postponement
of Payments, page ___.)

DOLLAR COST AVERAGING

     Under the dollar cost averaging program, you can instruct us to
automatically transfer, on a periodic basis, a predetermined amount or
percentage from any one subaccount or Fixed Account, to any subaccount(s) or
Fixed Account.  The automatic transfers can occur monthly, quarterly, semi-
annually or annually.  The amount transferred each time must be at least $1,000.
The minimum transfer to each subaccount must be at least $100. At the time the
program begins, you must have at least $10,000 Accumulation Value.  Transfers
under dollar cost averaging will be made, and values resulting from the
transfers determined, at the end of the Valuation Period that includes the
transfer date designated in your instructions.

                                       23
<PAGE>
 
     Using dollar cost averaging, you purchase more units when the unit value is
low, and fewer units when the unit value is high.  There is no guarantee that
the dollar cost averaging program will result in higher Accumulation Value or
otherwise be successful.

     You can specify that only a certain number of transfers will be made, in
which case the program will terminate when that number of transfers has been
made.  In addition, the program will terminate if Accumulation Value is less
than $5,000 on a transfer date.

     You can increase or decrease the amount of transfers or discontinue the
program by sending us written notice or, if a telephone transfer authorization
form is on file, notifying us by phone.  There is no charge for this program and
transfers made pursuant to this program will not be counted in determining the
number of free transfers.

ASSET ALLOCATION

     Because the subaccounts and the Fixed Account may have different investment
results, your Accumulation Value may not stay in the same percentages as your
initial allocation instructions.  At your request, we will rebalance your
Accumulation Value by allocating premiums and transferring Accumulation Value to
ensure conformity with your allocation instructions.  We will rebalance your
allocation on a calendar quarter, semi-annual or annual basis according to your
instructions.  We will rebalance, and determine any values resulting from the
rebalancing, at the end of the Valuation Period that includes the rebalancing
date in your request.  There is no charge for this program and transfers made
pursuant to this program will not be counted in determining the number of free
transfers.  At the time the program begins, you must have at least $10,000 of
Accumulation Value.  If the Accumulation Value is less than $5,000 on a
rebalancing date, the program will be discontinued.

     You can request participation in the asset allocation program at any time.
You can discontinue the program by sending us written notice or, if a telephone
transfer authorization form is on file, by calling by telephone.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

     If you want to purchase a Policy, you must complete an application and
submit it to our Home Office.  We will only issue a Policy to individuals 90
years of age or less on their last birthday who supply satisfactory evidence of
insurability.  Acceptance is subject to our underwriting rules.

                                       24
<PAGE>
 
     The Date of Issue is used to determine Policy anniversary dates, Policy
Years and Policy months.

PREMIUMS

     You must pay the initial premium of at least $10,000 for the Policy to be
in force.  The initial premium and all other premiums are payable at our Home
Office.  Subject to certain limitations, you have flexibility in determining the
frequency and amount of premiums since the Planned Periodic Premium schedule is
not binding on you.

PREMIUM FLEXIBILITY

     You may make subsequent premium payments of at least $5,000 at any time,
subject to the premium limitations described herein.

     Premium Limitations.  Total premiums paid cannot exceed the current maximum
premium limitations established by federal tax laws.  If a premium is paid which
would cause total premiums to exceed such maximum premium limitations, we will
only accept that portion of the premium equal to the maximum.  We will return
any part of the premium in excess of that amount or apply it as otherwise
agreed.  No further premiums will be accepted until permitted under the laws
prescribing maximum premium limitations.  We may refuse to accept a premium or
require additional evidence of insurability if the premium would increase Net
Amount at Risk.  We may also establish a minimum acceptable premium amount.

     Premiums Upon Increase in Specified Amount.  If you request an increase in
the Specified Amount, we will notify you if any additional premium is required.
Whether additional premium will be required will depend upon

 .  the Accumulation Value of the Policy at the time of the increase, and

 .  the amount of the increase you request.

ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE

     Allocation of Premiums.  After deduction of premium charges, premiums are
allocated according to your instructions.  (See Charges and Deductions, page
____.)  You can change the allocation without charge by providing proper
notification to our Home Office.  Your notice must include the policy number to
which the instructions apply.  Your revised allocation instructions will apply
to premiums received by us on or after the date proper notification is received.

                                       25
<PAGE>
 
     Accumulation Value.  The value of subaccounts will vary with the investment
performance of these subaccounts and the you bear the risk that those
investments might actually lose money.  The performance of these investments
affects the Policy's Accumulation Value, and may affect the Death Benefit as
well.

GRACE PERIOD AND REINSTATEMENT

     Grace Period.  If the Surrender Value is insufficient to pay the Monthly
Deduction, you have a grace period of sixty-one days to pay an additional
premium.  The grace period begins on the date Surrender Value is insufficient to
cover the Monthly Deduction.  At the beginning of the grace period, we will mail
you notice to your last known address we have on file advising you of the
necessary additional premium.  If you do not pay the additional premium during
the grace period, the Policy will terminate.  Policy termination may have
adverse tax consequences.  If the Insured dies during the grace period, any
overdue Monthly Deductions and Policy Debt will be deducted from the Death
Benefit Proceeds.

     Reinstatement. A Policy may be reinstated any time within five years after
termination.  A Policy cannot be reinstated if it was surrendered.
Reinstatement will be effected based on the Insured's underwriting
classification at the time of the reinstatement.

     Reinstatement is subject to the following:

 .  evidence of insurability satisfactory to us;

 .  reinstatement or repayment of Policy Debt;

 .  payment of Monthly Deductions not collected during the grace period;

 .  payment of the premium sufficient to pay the Monthly Deduction for three
   months after the date of reinstatement; and

 .  payment of the premium charge.

     The original Date of Issue, and the Effective Dates of increases in
Specified Amount (if applicable), will be used for purposes of calculating
Monthly Deductions and the surrender charge.  If any Policy Debt was reinstated,
the amount of the debt will be held in our General Account.  Accumulation Value
will then be calculated as described under Accumulation Value on page ___. The
Effective Date of reinstatement 

                                       26
<PAGE>
 
will be the first Monthly Deduction Date on or next following the date of we
approve the application for reinstatement.

CHARGES AND DEDUCTIONS

PREMIUM CHARGES

     After the first Policy year, any premiums will be reduced by a 4% charge
before being allocated to the subaccounts or the Fixed Account.  This charge
compensates us for the cost and risk associated with issuing, maintaining and
distributing the Policy.

CHARGES FROM ACCUMULATION VALUE

     We will deduct the following charges from the Accumulation Value:
 
     Monthly Deduction. The Monthly Deduction is the sum of the cost of
insurance charge and the expense charge.  The Monthly Deduction compensates us
for providing the insurance benefits and administering the Policy.  We deduct
the Monthly Deduction as of the Date of Issue and on each Monthly Deduction Date
thereafter.  We will allocate the deduction among the subaccounts and the Fixed
Account pro-rata.  The cost of insurance and the administrative charge are
described in more detail below.  Because portions of the Monthly Deduction, such
as the cost of insurance, can vary from month to month, the Monthly Deduction
itself may vary in amount from month to month.

     The expense charge is guaranteed not to exceed an annual rate 0.40% of the
Accumulation Value attributable to Premium paid in the first Policy Year.  The
Accumulation Value attributable to Premium paid in the first Policy Year is
calculated as the first year premium percentage times the Accumulation Value on
the Monthly Deduction Date.  The first year premium percentage is recalculated
every time Premium is paid.  During the first Policy Year and prior to receiving
any Premium after the first Policy Year, the first year premium percentage
equals:

          PP x [1 - (AP/AV)]

where PP is the first year premium percentage immediate prior to the addition of
the new premium, AP is the additional premium and AV is the Accumulation Value
including the new premium.

     For example, assume you paid $10,000 of Premium in initial premium and
$5,000 on the first Policy anniversary when the Accumulation Value was $10,500.
The first year premium percentage with the new premium would be 67.74% (100% x
(5,000/15,500)).

                                       27
<PAGE>
 
     Currently, there is no expense charge after the tenth policy year.  The
expense charge compensates us for the cost and risk associated with issuing,
maintaining and distributing the Policy.

      Currently, the cost of insurance charge for a Policy is a percentage of
the Accumulation Value on the Monthly Deduction Date.  The charge is based on
the duration of the insurance and is determined separately for the Specified
Amount at issue and for any increase in Specified Amount.  To determine the cost
of insurance, Accumulation Value will be allocated proportionately based on the
original Specified Amount and any increases.  We may change the cost of
insurance charges; however, the cost of insurance charge is guaranteed not to
exceed the guaranteed cost of insurance rates set forth in the current Policy
Data Page.  The guaranteed cost of insurance rate depends on the Insured's sex
(except in Montana) and age on the first day of a Policy Year.

     The cost of insurance is deducted until Attained Age 100.  The cost of
insurance charge compensates us for providing insurance protection under the
Policy.

     Surrender Charge.  If a Policy is surrendered, we may assess a surrender
charge based upon the amount of Premium withdrawn and the amount of the
surrender premium shown on the Policy Data Page.  Surrender premiums are
calculated separately for the original Specified Amount and for each increase in
Specified Amount.  The surrender charge will never exceed $56.65 per $1000 of
Specified Amount.  There are no surrender charges on Premiums in excess of the
total Surrender Premium.  The surrender charge compensates us for the costs of
distributing the Policy.

     The surrender charge is more substantial in early Policy Years.
Accordingly, the Policy is more suitable for long-term purposes.

     Annual Fee.  An annual fee will be assessed each Policy Year.  Currently,
if the Accumulation Value exceeds $50,000, the annual fee is waived.  The annual
fee compensates us for the cost and risk associated with issuing, maintaining
and distributing the Policy.

     Transfer Charge.  We will make the first 12 transfers of Accumulation Value
in any Policy Year without a transfer charge.  A charge of $10 will be deducted
from the amount transferred for each additional transfer among the subaccounts
or from the subaccounts to the Fixed Account.  This charge compensates us for
the costs of effecting the transfer.  The transfer charge cannot be increased.

                                       28
<PAGE>
 
     Daily Charges Against the Separate Account.  On each Valuation Date, we
will deduct a Daily Asset Charge from the Separate Account.  This charge is to
compensate us for mortality and expense risks.  The mortality risk is that
Insureds may live for a shorter time than we assumed.  If so, we will have to
pay Death Benefits greater than we estimated.  The expense risk is that expenses
incurred in issuing and administering the Policy will exceed our estimates.
Such charge shall not exceed 1.25% annually of the average daily Accumulation
Value of each subaccount, but not the Fixed Account.  We will deduct the daily
charge from the Accumulation Value of the Separate Account on each Valuation
Date.  The deduction will equal the 1.25% annual rate divided by 365 and
multiplying the result by the number of days since the last Valuation Date.  We
will not deduct a Daily Asset Charge from the Fixed Account.

     Fees and Expenses Incurred by Eligible Portfolios.  In addition, the
managers of the Eligible Portfolios will charge certain fees and expenses
against the Eligible Portfolios. (See Eligible Portfolio Annual Expenses, page
___.  Also, see the funds' prospectuses.)  No portfolio fees or expenses will be
charged from the Fixed Account.

     Taxes.  Currently, we will not make a charge against the Separate Account
for federal, state or local income taxes.  We may, however, make such a charge
in the future if income or gains within the Separate Account will incur any
Federal tax, or any significant state or local tax treatment of our Company
changes.  We would deduct such charges, if any, from the Separate Account and/or
the Fixed Account.  We would not realize a profit on such tax charges with
respect to the Policy.

EXCEPTIONS TO CHARGES

     We may reduce the surrender charge, premium charge, expense charge, cost of
insurance and daily asset charge for, or credit additional amounts on, sales of
the Policy to a trustee, employer, or similar entity where we determine that
such sales result in savings of sales or administrative expenses.  In addition,
directors, officers and bona fide full-time employees (and their spouses and
minor children) of the Company or Securities Management and Research, Inc. may
be permitted to purchase the Policy with substantial reductions of surrender
charge, monthly policy charge, cost of insurance or daily asset charge.

     The Policy may be sold directly, without compensation, to: (1) a registered
representative, (2) employees, officers, directors, and trustees of our Company
and its affiliated companies, and spouses and immediate family members (i.e.,
children, siblings, parents, and grandparents) of the foregoing, and (3)
employees, officers, directors, trustees and registered representatives of any
broker-dealer authorized to sell the Policy, and spouses and immediate family
member of the foregoing.  If sold under 

                                       29
<PAGE>
 
these circumstances, a Policy may be credited in part or in whole with any cost
savings resulting from the sale being direct, rather than through an agent with
an associated commission, but only if such credit will not be unfairly
discriminatory to any person.

AMERICAN NATIONAL INSURANCE COMPANY,
THE SEPARATE ACCOUNT, THE FUNDS AND THE FIXED ACCOUNT

AMERICAN NATIONAL INSURANCE COMPANY

     We are a stock life insurance company chartered under Texas law in 1905. We
write life, health and accident insurance and annuities and are licensed to do
life insurance business in 49 states, the District of Columbia, Puerto Rico,
Guam and American Samoa.  Our home office is located at the American National
Insurance Building, One Moody Plaza, Galveston, Texas 77550. The Moody
Foundation, a charitable foundation established for charitable and educational
purposes, owns approximately 23.7% of our stock and the Libbie S. Moody Trust, a
private trust, owns approximately 37.6%.

     We are subject to regulation by the Texas Department of Insurance.  In
addition, we are subject to the insurance laws and regulations of other states
within which we are licensed to operate.  On or before March 1 of each year we
must submit to the Texas Department of Insurance a filing describing our
operations and reporting on our financial condition and that of the Separate
Account as of December 31 of the preceding year.  Periodically, the Department
examines our liabilities and reserves and those of the Separate Account and
certifies their adequacy.  A full examination of our operations is also
conducted periodically by the National Association of Insurance Commissioners.

THE SEPARATE ACCOUNT

     We established the Separate Account under Texas law on July 30, 1987.  The
assets of the Separate Account are held exclusively for your benefit and the
benefit of other people entitled to payments under variable life policies we
issue.   We are the legal holder of the Separate Account's assets.  The assets
are held separate and apart from the General Account assets.  We maintain
records of all purchases and redemptions of shares of Eligible Portfolios by
each of the subaccounts.  We will at all times maintain assets in the Separate
Account with a total market value at least equal to the reserve and other
contract liabilities of the Separate Account.  Liabilities arising out of other
aspects of our business cannot be charged against the assets of the Separate
Account.  Income, as well as both realized and unrealized gains or losses from
the Separate Account's assets, are credited to or charged against the Separate
Account without regard to income, gains or losses arising out of other aspects
of our business.  If, 

                                       30
<PAGE>
 
however, the Separate Account's assets exceed its liabilities, the excess shall
be available to cover the liabilities of our General Account.

     The Separate Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust, which is a type of investment
company.  Such registration does not involve any SEC supervision of the
management or investment policies or practices of the Separate Account.

     The Separate Account will purchase and redeem shares of the Eligible
Portfolios at net asset value.  The net asset value of a share is equal to the
total assets of the portfolio less the total liabilities of the portfolio
divided by the number of shares outstanding.

     We will redeem shares in the Eligible Portfolios as needed to:

 .  collect charges,

 .  pay the Surrender Value,

 .  secure Policy loans,

 .  provide benefits, or

 .  transfer assets from one subaccount to another, or to the Fixed Account.

     Any dividend or capital gain distribution received from an Eligible
Portfolio will be reinvested immediately at net asset value in shares of that
Eligible Portfolio and retained as assets of the corresponding subaccount.

     The Separate Account may include other subaccounts that are not available
under the Policy.  We may from time to time discontinue the availability of some
of the subaccounts.  If the availability of a subaccount is discontinued, we may
redeem any shares in the corresponding Eligible Portfolio and substitute shares
of another registered, open-end management company.

     We may also establish additional subaccounts.  Each new subaccount would
correspond to a portfolio of a registered, open-end management company.  We
would establish the terms upon which existing Policyowners could purchase shares
in such portfolios.

     If any of these substitutions or changes are made, we may change the Policy
by sending an endorsement.  We may:

 .  operate the Separate Account as a management company,

                                       31
<PAGE>
 
 .  de-register the Separate Account if registration is no longer required,

 .  combine the Separate Account with other separate accounts,

 .  restrict or eliminate any voting rights associated with the Separate Account,
   or

 .  transfer the assets of the Separate Account relating to the Policies to
   another separate account.

     We would, of course, not make any changes to the menu of Eligible
Portfolios or to the Separate Account without complying with applicable laws and
regulations.  Such laws and regulations may require notice to and approval from
the Policyholders, the SEC and state insurance regulatory authorities.

     Since we are the legal holder of the Eligible Portfolio shares held by the
Separate Account, we can vote on any matter that may be voted upon at a
shareholders' meeting.  To the extent required by law, we will vote all shares
of the Eligible Portfolios held in the Separate Account at shareholders'
meetings in accordance with instructions we receive from you and other
policyowners.  The number of votes for which each policyowner has the right to
provide instructions will be determined as of the record date selected by the
Board of Directors of the applicable Portfolio Company.  We will furnish
Policyowners with the proper forms, materials and reports to enable them to give
us these instructions.  We will vote Eligible Portfolio shares held in each
subaccount for which no timely instructions from policyowners are received and
shares held in each subaccount which do not support Policyowner interests in the
same proportion as those shares in that subaccount for which timely instructions
are received.  Voting instructions to abstain on any item to be voted will be
applied on a pro rata basis to reduce the votes eligible to be cast.  Should
applicable federal securities laws or regulations permit, we may vote shares of
the applicable Portfolio Company in our own right.  We may, if required by state
insurance officials, disregard voting instructions if those instructions would
require shares to be voted to cause a change in the subclassification or
investment objectives or policies of one or more of the Eligible Portfolios, or
to approve or disapprove an investment adviser or principal underwriter for the
Eligible Portfolios.  In addition, we may disregard voting instructions that
would require changes in the investment objectives or policies of any Eligible
Portfolio or in an investment adviser or principal underwriter for the Eligible
Portfolios, if we reasonably disapprove those changes in accordance with
applicable federal 

                                       32
<PAGE>
 
regulations. If we do disregard voting instructions, we will advise Policyowners
of that action and our reasons for the action in the next annual report or proxy
statement to Policyowners.

     The Separate Account is not the only separate account that invests in the
Eligible Portfolios.  Other separate accounts, including those funding other
variable life policies, variable annuity contracts, other insurance contracts
and retirement plans, invest in certain of the Eligible Portfolios.  We do not
currently see any disadvantages to you resulting from the Eligible Portfolios
selling shares to fund products other than the Policy. However, there is a
possibility that a material conflict of interest may arise between the
Policyowners and the owners of variable life insurance policies and the owners
of variable annuity contracts whose values are allocated to another separate
account investing in the Eligible Portfolios.  In addition, there is a
possibility that a material conflict may arise between the interests of
Policyowners or owners of other contracts and the retirement plans which invest
in the Eligible Portfolios or those plans participants.  If a material conflict
arises, we will take any necessary steps, including removing the Eligible
Portfolio from the Separate Account, to resolve the matter. The Board of
Directors of each Eligible Portfolio will monitor events in order to identify
any material conflicts that may arise and determine what action, if any, should
be taken in response to those events or conflicts. See the accompanying
prospectuses for the Eligible Portfolios for more information.

THE FUNDS

     Each of the twenty-seven subaccounts of the Separate Account will invest in
shares of a corresponding Eligible Portfolio.

     The investment objectives and policies of each Eligible Portfolio are
summarized below.  The Eligible Portfolios may not achieve their stated
objectives.  You will be notified of any material change in the investment
policy of any portfolio in which you have an interest.

     Each Eligible Portfolio's total operating expenses will include fees for
management, shareholder services and other expenses, such as custodial, legal,
and other miscellaneous fees.  The prospectuses for the Portfolio Companies
contain more detailed information about the Eligible Portfolios, including a
description of investment objectives, restrictions, expenses and risks.  You
should carefully read those prospectuses and retain them for future reference.

     You should periodically review your allocation to make sure that your
investment choices are still appropriate in light of any market developments or
changes in your personal financial situation.

                                       33
<PAGE>
 
     The American National Fund's current Eligible Portfolios and respective
investment objectives are as follows:

     The AN Money Market Portfolio seeks the highest current income consistent
with the preservation of capital and maintenance of liquidity.

     The AN Growth Portfolio seeks to achieve capital appreciation.

     The AN Balanced Portfolio seeks to conserve principal, produce reasonable
current income, and achieve long-term capital appreciation.

     The AN Managed Portfolio seeks to achieve growth of capital and/or current
income.

     Securities Management and Research, Inc. ("SM&R") is the investment adviser
and manager of the American National Fund.  SM&R also provides investment
advisory and portfolio management services to our Company and other clients.
SM&R maintains a staff of experienced investment personnel and related support
facilities.

     The Fidelity Funds' current Eligible Portfolios and respective investment
objectives are as follows:

     VIP Asset Manager Portfolio ... seeks high total return with reduced risk
over the long-term by allocating its assets among stocks, bonds and short-term
instruments.

     VIP Asset Manager: Growth Portfolio ... seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and other
investments.

     VIP  Index 500 Portfolio ... seeks investment results that correspond to
the total return of common stocks publicly traded in the United States, as
represented by the S&P 500.

     VIP Growth Opportunities Portfolio ... seeks to provide capital growth.

     VIP Contrafund Portfolio ... seeks long-term capital appreciation.

     Fidelity Management and Reseach Company ("FMR"), the Fidelity Funds'
investment adviser,  was founded in 1946.  FMR provides a number of mutual funds
and other clients with investment research and portfolio management services.
It maintains a large staff of experienced investment personal and a full
compliment of related support facilities.  Fidelity Management & Research (U.K.)
Inc. ("FMR U.K.") and Fidelity Management and Research (Far East) Inc. ("FMR Far
East") are wholly 

                                       34
<PAGE>
 
owned subsidiaries of FMR that provide research with respect to foreign
securities. FMR U.K. and FMR Far East maintain their principal business offices
in London and Tokyo, respectively. As of December 31, 1998, FMR advised funds
having more than 39 million shareholder accounts with a total value of more than
$694 billion. Fidelity Distributors Corporation distributes shares for the
Fidelity Funds. FMR Corp. is the holding company for the Fidelity companies.
Through ownership of voting common stock, Edward C. Johnson 3d, President and a
Trustee of the Fidelity Funds, and various trusts for the benefit of Johnson
family members form a controlling group with respect to FMR Corp.

     The T. Rowe Price Funds' current Eligible Portfolios and respective
investment objectives are as follows:

T. Rowe Price International Series, Inc.

     T. Rowe Price International Stock Portfolio ... seeks to provide long-term
growth of capital through investments primarily in common stocks of established
non-U.S. companies.

T. Rowe Price Equity Series, Inc.

     T. Rowe Price Mid-Cap Growth Portfolio ... seeks to provide long-term
capital appreciation by investing in mid-cap stocks with potential for above-
average earnings growth.

     T. Rowe Price Equity Income Portfolio ... seeks to provide substantial
dividend income as well as long-term growth of capital through investments in
common stocks of established companies.

T. Rowe Price Fixed Income Series, Inc.

     T. Rowe Price Limited-Term Bond Portfolio ... seeks a high level of income
consistent with modest price fluctuation by investing primarily in investment
grade debt securities.

     T. Rowe Price Associates, Inc. is responsible for selection and management
of the portfolio investments of T. Rowe Price Equity Series, Inc. and T. Rowe
Price Fixed Income Series, Inc. Rowe Price-Fleming International, Inc.,
incorporated in 1979 as a joint venture between T. Rowe Price Associates, Inc.
and Robert Fleming Holdings Limited, is responsible for selection and management
of the portfolio investments of T. Rowe Price International Series, Inc.

     The MFS Fund currently has 4 series or portfolios, the following 3 of which
     are Eligible Portfolios:

                                       35
<PAGE>
 
     MFS Value Series Portfolio...seeks capital appreciation.

     MFS Emerging Growth Series Portfolio...seeks to provide long-term growth of
capital.

     MFS Research Series Portfolio...seeks to provide long-term growth of
capital and future income.

     MFS Growth With Income Series Portfolio... seeks to provide reasonable
current income and long-term growth and income.

Massachusetts Financial Service Company is responsible for selection and
management of the portfolio investments of the MFS Fund.

     The Van Eck Fund currently has 4 series or portfolios, the following 2 of
which are Eligible Portfolios:

     Van Eck Worldwide Hard Assets Portfolio...seeks long-term capital
appreciation by investing primarily in "hard asset securities."  Income is a
secondary consideration.

     Van Eck Worldwide Emerging Markets Portfolio...seeks long-term capital
appreciation by investing primarily in equity securities in emerging markets
around the world.

Van Eck Associates Corporation serves as investment advisor and manages the
investment operations of the Van Eck Fund and furnishes the fund's portfolios
with a continuous investment program which includes determining which securities
should be brought, sold or held.

     The Federated Fund currently has ______ series or portfolios, the following
5 of which are Eligible Portfolios:

     Federated Utility Fund II Portfolio...seeks to achieve high current income
and moderate capital appreciation.

     Federated Growth Strategies Portfolio...seeks capital appreciation.

     Federated U.S. Government Bond Portfolio...seeks current income by
investing in a diversified portfolio limited to U.S. government securities.

     Federated High Income Bond II Portfolio...seeks high current income.

     Federated Equity Income Fund II Portfolio...seeks to provide above average
income and capital appreciation.

                                       36
<PAGE>
 
Federated Advisors makes all investment decisions for the Federated Fund,
subject to direction by the fund's trustees.

     The Lazard Fund currently has ______ series or portfolios, the following 2
of which are Eligible Portfolios:

     Lazard Retirement Emerging Markets Portfolio...seeks capital appreciation.

     Lazard Retirement Small Cap Portfolio...seeks capital appreciation.

Lazard Freres Asset Management serves as investment advisor and continually
furnishes an investment program for each portfolio in the Lazard Fund consistent
with its investment objectives and policies, including the purchase, retention
and disposition of securities.

     We have entered into or may enter into agreements with the investment
advisor or distributor for certain of the Eligible Portfolios.  These agreements
require us to provide administrative and other services.  In return, we receive
a fee based upon an annual percentage of the average net assets amount we
invested on behalf of the Separate Account and our other separate accounts.
Some advisors or distributors may pay us a greater percentage than others.

Fixed Account

     You can allocate some or all of your premium payments to the Fixed Account.
You can also, subject to certain limitations, transfer amounts from the Separate
Account to the Fixed Account or from the Fixed Account to the Separate Account.
(See Transfers, page ___.)

     We establish the Declared Rate and may adjust the rate each month; however,
we guarantee an effective annual rate of at least 3.0% compounded daily.

     Payments allocated to the Fixed Account and transfers from the Separate
Account to the Fixed Account are placed in our General Account  which supports
insurance and annuity obligations. The General Account includes all of our
assets, except those assets segregated in our separate accounts. We have
discretion over the investment of assets of the General Account, subject to
applicable law.  We bear the risk that the investments in the General Account
will lose money.  You bear the risk that the Declared Rate will fall to a lower
rate.

                                       37
<PAGE>
 
     Interests in the General Account have not been registered with the SEC as
securities and the General Account has not been registered as an investment
company.  Accordingly, neither the General Account nor any interest in the
General Account is generally subject to the provisions of federal securities
laws.  The SEC has not reviewed the disclosures in this prospectus relating to
the Fixed Account portion of the Policy; however, disclosures regarding the
Fixed Account portion of the Policy may be subject to generally applicable
provisions of the federal securities laws regarding the accuracy and
completeness of statements made in prospectuses.

FEDERAL TAX MATTERS

INTRODUCTION

     The following summary provides a general description of the federal income
tax considerations relating to the Policy.  This summary is based upon our
understanding of the present federal income tax laws as they are currently
interpreted by the Internal Revenue Service ("IRS").  Because of the complexity
of such laws and the fact that tax results will vary according to the factual
status of the specific Policy involved, tax advice from a qualified tax advisor
may be needed by a person contemplating the purchase of a Policy or the exercise
of certain elections under the Policy.  These comments concerning federal income
tax consequences are not an exhaustive discussion of all tax questions that
might arise under the Policy.  Further, these comments do not take into account
any federal estate tax and gift, state, or local tax considerations which may be
involved in the purchase of a Policy or the exercise of certain elections under
the Policy.  For complete information on such federal and state tax
considerations, a qualified tax advisor should be consulted.  We do not make any
guarantee regarding the tax status of any Policy, and the following summary is
not tax advice.

TAX STATUS OF THE POLICY

     In order to qualify as a life insurance contract for federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under federal tax law, a Policy must satisfy certain requirements
which are set forth in the Internal Revenue Code (the "Code").  Guidance as to
how these requirements apply is limited.  Nevertheless, we believe that the
Policy should satisfy the applicable requirements.  We reserve the right to
restrict Policy transactions and to make other modifications in order to bring
the Policy into compliance with such requirements.

     In certain circumstances, owners of variable life insurance contracts may
be considered for federal income tax purposes to be the 

                                       38
<PAGE>
 
owners of the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets. Where this is
the case, the contract owners would be taxed on income and gains attributable to
separate account assets. There is little guidance in this area, and some
features of the Policy, such as the flexibility of a Policyowner to allocate
Premiums and transfer Accumulation Value, have not been explicitly addressed in
published rulings. While we believe that the Policy does not give Policyowners
investment control over Separate Account assets, we reserve the right to modify
the Policy as necessary to prevent a Policyowner from being treated as the owner
of the Separate Account assets.

     In addition, the Code requires that the investments of the Separate Account
be "adequately diversified" in order for the Policy to be treated as a life
insurance contract for federal income tax purposes.  It is intended that the
Separate Account, through the Eligible Portfolios, will satisfy these
diversification requirements.

     The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.

TAX TREATMENT OF POLICY PROCEEDS

     In General.  We believe that the Death Benefit Proceeds under a Policy will
be excludable from the gross income of the Beneficiary.

     Generally, the Policyowner will not be deemed to be in constructive receipt
of the Accumulation Value until there is a distribution.  When distributions
from a Policy occur, or when loans are taken out from or secured by a Policy,
the tax consequences depend on whether the Policy is classified as a "Modified
Endowment Contract."

     Depending on the circumstances, a Policy loan, a surrender, the
continuation of the Policy beyond the Insured's 100th birthday, a change in
ownership, or an assignment of the Policy may have federal income tax
consequences.

     Modified Endowment Contracts.  While classification as a Modified Endowment
Contract depends on the individual circumstances of each Policyowner, in almost
all cases the Policy will be classified as a Modified Endowment Contract.
Whether a Policy is treated as a Modified Endowment Contract depends upon the
amount of premiums paid in relation to the Death Benefit  provided under the
Policy.  In general, a life insurance policy will be considered to be a Modified
Endowment Contract if the accumulated premium payments made at any time during
the first seven policy years exceed the sum of the net level premiums which
would have been paid on or before such time if the life insurance policy
provided for paid-up future benefits after the payment of seven level annual
premium payments.

                                       39
<PAGE>
 
     In addition, if a Policy is "materially changed," it may cause such Policy
to be treated as a Modified Endowment Contract.  The material change rules for
determining whether a Policy is a Modified Endowment Contract are also extremely
complex.  In general, however, the determination of whether a Policy will be a
Modified Endowment Contract after a material change depends upon (i) the
relationship of the Death Benefit at the time of change to the Accumulation
Value at the time of such change, and (ii) the additional premiums paid in the
seven Policy Years following the date on which the material change occurs.

     If a Policy becomes a Modified Endowment Contract, distributions such as
Policy loans that occur during the Policy Year it becomes a Modified Endowment
Contract and any subsequent Policy Year will be taxed as distributions from a
Modified Endowment Contract.  In addition, distributions from a Policy within
two years before it becomes a Modified Endowment Contract will be taxed in this
manner.  This means that a distribution made from a Policy that is not a
Modified Endowment Contract could later become taxable as a distribution from a
Modified Endowment Contract.

     Whether a Policy is or is not a Modified Endowment Contract, upon a
complete surrender or a lapse or termination of a Policy, if the amount received
plus the amount of any indebtedness exceeds the total investment in the policy
(described below), the excess will generally be treated as ordinary income
subject to tax.

     Distributions Other Than Death Benefit Proceeds from Modified Endowment
Contracts.  Policies classified as Modified Endowment Contracts will be subject
to the following tax rules:

     (1)  All distributions from such a Policy (including distributions upon
          surrender and benefits paid at maturity) are treated as ordinary
          income subject to tax up to the amount equal to the excess (if any) of
          the Accumulation Value immediately before the distribution over the
          investment in the policy at such time.

     (2)  Loans taken from (or secured by) such a Policy are treated as
          distributions from such a Policy and taxed accordingly.  This includes
          unpaid loan interest that is added to the principal of a loan.

     (3)  A 10 percent penalty tax is imposed on the portion of any distribution
          from such a Policy that is included in income.  This includes any loan
          taken from or secured by such a 

                                       40
<PAGE>
 
          Policy. This penalty tax does not apply if the distribution or loan:

          (a)  is made on or after the Policyowner reaches actual age 59 1/2;

          (b)  is attributable to the Policyowner's becoming disabled; or

          (c)  is part of a series of substantially equal periodic payments for
               (i) the life (or life expectancy) of the Policyowner, or (ii) the
               joint lives (or joint life expectancies) of the Policyowner and
               the Beneficiary

     Distributions Other Than Death Benefit Proceeds from Policies that are not
Modified Endowment Contracts.  Distributions other than Death Benefit Proceeds
from a Policy that is not classified as a Modified Endowment Contract generally
are treated first as a recovery of the Policyowner's investment in the policy.
After the recovery of all investment in the policy, additional amounts
distributed are taxable income.  However, certain distributions which must be
made in order to enable the Policy to continue to qualify as a life insurance
contract for federal income tax purposes if Policy benefits are reduced during
the first 15 Policy Years may be treated in whole or in part as ordinary income
subject to tax.

     Policy Loans.  Loans from a Policy (or secured by a Policy) that is not a
Modified Endowment Contract are generally not treated as distributions.
Instead, such loans are treated as indebtedness of the Policyowner.  However,
the tax consequences associated with Policy loans that are outstanding after the
first 15 Policy Years are less clear and a tax adviser should be consulted about
such loans.  Interest paid on a Policy loan generally is not be tax-deductible.
The Policyowner should consult a tax advisor regarding the deductibility of
interest paid on a Policy loan.

     Finally, neither distributions from nor loans from (or secured by) a Policy
that is not a Modified Endowment Contract are subject to the 10 percent
additional income tax.

     Investment in the Policy.  "Investment in the policy" means:

     (a)  the aggregate amount of any Premiums or other consideration paid for a
          Policy; minus

     (b)  the aggregate amount of distributions received under a Policy that is
          excluded from the gross income of the 

                                       41
<PAGE>
 
          Policyowner (except that the amount of any loan from, or secured by, a
          Policy that is a Modified Endowment Contract, to the extent such
          amount is excluded from gross income, will be disregarded); plus

     (c)  the amount of any loan from, or secured by, a Policy that is a
          Modified Endowment Contract to the extent that such amount is included
          in the gross income of the Policyowner.

     Multiple Policies.  All Modified Endowment Contracts that are issued by us
(or our affiliates) to the same Policyowner during any calendar year are treated
as one Modified Endowment Contract.  This applies to determining the amount
includible in the Policyowner's income when a taxable distribution occurs.

     Other Policyowner Tax Matters.  The tax consequences of continuing the
Policy beyond the Insured's 100th year are unclear.  You should consult a tax
advisor if you intend to keep the Policy in force beyond the Insured's 100th
year.

     Businesses can use the Policy in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit
plans, retiree medical benefit plans and others.  The tax consequences of such
plans may vary depending on the particular facts and circumstances of each
individual arrangement.  If you are purchasing the Policy for any arrangement
the value of which depends in part on its tax consequences, you should consult a
qualified tax adviser.  In recent years, moreover, Congress has adopted new
rules relating to life insurance owned by businesses.  Any business
contemplating the purchase of a new Policy or a change in an existing Policy
should consult a tax adviser.

      Federal, state and local estate, inheritance, transfer, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary.  A tax advisor should be
consulted on these consequences.

     Possible Tax Law Changes.  Although the likelihood of legislative changes
is uncertain, there is always the possibility that the tax treatment of the
Policy could change by legislation or otherwise.   Moreover, it is possible that
any change could be retroactive (that is, effective prior to the date of
change).  Consult a tax adviser with respect to legislative developments and
their effect on the Policy.

                                       42
<PAGE>
 
AMERICAN NATIONAL'S INCOME TAXES

     American National is taxed as a life insurance company under the Code.
Under current federal income tax law, American National is not taxed on the
Separate Account's operations.  Thus, we currently do not deduct a charge from
the Separate Account for federal income taxes.  Nevertheless, we reserve the
right in the future to make a charge for any such tax that we determine to be
properly attributable to the Separate Account or to the Policy.

     Under current laws in some states, we may incur state and local taxes (in
addition to premium taxes for which a deduction from premium payments is
currently made).  At present, these taxes are not significant and we are not
currently charging for them.  However, we may deduct charges for such taxes in
the future.

OTHER INFORMATION

SALE OF THE POLICY

     SM&R, one of our wholly-owned subsidiaries, is the principal underwriter of
the Policy.  SM&R was organized December 15, 1964 under the laws of the State of
Florida.  SM&R is a registered broker-dealer and a member of the National
Association of Securities Dealers.  (See the American National Fund's
prospectus.)

     SM&R will pay commissions to its registered representatives who sell the
Policies based upon a commission schedule.  SM&R and the Company may also
authorize other registered broker-dealers and their registered representatives
to sell the Policy.  Registered representatives will receive sales commissions
no greater than 8.0% of Surrender Premium on any sales of the Policy or
increases in Surrender Premium.

YEAR 2000

     Many of the services provided to the Separate Account and Policyowners
depend on the smooth functioning of computer systems.  Many computer software
systems in use today cannot distinguish the year 2000 from the year 1900 because
of the way dates are encoded and calculated, referred to as the "Year 2000
Problem."  The Year 2000 Problem could have a negative impact on handling
securities trades, payment of interest and dividends, pricing and account
services.  Like all financial services providers, we utilize systems that may be
affected by Year 2000 Problems and we rely on service providers, including the
Eligible Portfolios, that may also be affected.  We have developed, and are
continuing to implement, a Year 2000 transition plan, and we are 

                                       43
<PAGE>
 
confirming that our service providers are doing the same. It is difficult to
predict with precision whether the outcome of these efforts will have any
negative impact on our Company. As of the date of this prospectus, we do not
anticipate that you will experience any negative effects on your Accumulation
Value, or on the services provided in connection with your Policy, as a result
of Year 2000 Problems. At this time, however, there can be no assurance that
these steps will be sufficient to avoid any adverse impact on the Separate
Account or the Policyowners.

THE CONTRACT

     The Policy, the application, any supplemental applications, and any riders,
amendments or endorsements make up the entire contract.  Only statements in the
application attached to the Policy and any supplemental applications made a part
of the Policy can be used to contest a claim or the validity of the Policy.  Any
changes must be approved in writing by the President, Vice President or
Secretary of American National.  No  agent has the authority to alter or modify
any of the terms, conditions or agreements of the Policy or to waive any of its
provisions.  Differences in state laws may require us to offer a Policy in a
state which has suicide, incontestability, refund provisions, surrender charges
or other provisions more favorable than provisions in other states.

     Control of Policy.  Subject to the rights of any irrevocable Beneficiary
and assignee of record, all rights, options, and privileges belong to the
Policyowner, if living; otherwise to any contingent owner or owners, if living;
otherwise to the estate of the last Policyowner to die.  If the Policyowner is a
minor, first the Applicant, then the Beneficiary, if living and legally
competent, may exercise all rights of ownership.

     Beneficiary.  You can name primary and contingent beneficiaries. Initial
Beneficiary(ies) are specified in the application.  Payments will be shared
equally among Beneficiaries of the same class unless otherwise stated.  If a
Beneficiary dies before the Insured, payments will be made to any surviving
Beneficiaries of the same class; otherwise to any Beneficiary(ies) of the next
class; otherwise to the estate of the Insured.

     Change of Beneficiary.  Unless the Beneficiary designation is irrevocable,
you can change the Beneficiary by written request on a Change of Beneficiary
form at any time during the Insured's lifetime.  We may require that the Policy
be returned to the Home Office for endorsement of any change, or that other
forms be completed.  The change will take effect as of the date the change is
recorded at the Home Office.  We will not be liable for any payment made or
action taken before the change is recorded.  There is no limit on the number of
changes that may be made.

                                       44
<PAGE>
 
     Change in Policyowner or Assignment.  In order to change the Policyowner or
assign Policy rights, an assignment of the Policy must be made in writing and
filed at our Home Office.  The change will take effect as of the date the change
is recorded at our Home Office, and we will not be liable for any payment made
or action taken before the change is recorded.  Payment of proceeds is subject
to the rights of any assignee of record.  No partial or contingent assignment of
the Policy will be permitted.  A collateral assignment is not a change of
ownership.

     Incontestability.  The Policy is incontestable after it has been in force
for two years from the Date of Issue during the lifetime of the Insured.  An
increase in the Specified Amount after the Date of Issue shall be incontestable
after such increase or addition has been in force for two years from its Policy
Date during the lifetime of the Insured.  Any reinstatement of a Policy shall be
incontestable during the lifetime of the Insured only after having been in force
for two years after the Policy Date of the reinstatement.

     Misstatement of Age or Sex.  If the age or sex of the Insured or any person
insured by rider has been misstated, the amount of the Death Benefit will be
adjusted as provided for in the Policy.

     Suicide.  Suicide within two years after Date of Issue is not covered by
the Policy unless otherwise provided by a state's insurance law. If the Insured,
while sane or insane, commits suicide within two years after the Date of Issue,
we will pay only the premiums received less any Policy Debt.  If the Insured,
while sane or insane, commits suicide within two years after the Policy Date of
any increase in the Specified Amount, our liability with respect to such
increase will only be the total cost of insurance applied to the increase.  If
the Insured, while sane or insane, commits suicide within two years from the
Policy Date of reinstatement, our liability with respect to such reinstatement
will only be for the return of cost of insurance and expenses, if any, paid on
or after the reinstatement.

     Postponement of Payments.  Payment of any amount upon refund, full
surrender, Policy loans, benefits payable at death, and transfers, which require
valuation of a subaccount, may be postponed whenever: (1) the New York Stock
Exchange is closed other than customary week-end and holiday closings, or
trading on the New York Stock Exchange is restricted as determined by the SEC;
(2) the SEC by order permits postponement for the protection of Policyowners; or
(3) an emergency exists, as determined by the SEC, as a result of which disposal
of securities is not reasonably practicable or it is not reasonably practicable
to determine the value of the Separate Account's Accumulation Value.  Surrenders
or loans from the Fixed Account may be deferred for up to 6 months from the date
of written request.

                                       45
<PAGE>
 
DIVIDENDS

     The Policy is non-participating and therefore is not eligible for dividends
and does not participate in any distribution of our surplus.

LEGAL MATTERS

     Greer, Herz and Adams, L.L.P., our general counsel, has reviewed various
matters of Texas law pertaining to the Policy, including the validity of the
Policy and our right to issue the Policy.

LEGAL PROCEEDINGS

     The Company and its affiliates, like other life insurance companies, are
involved in lawsuits, including class action lawsuits.  In some class action and
other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made.  Although the outcome of any
litigation cannot be predicted with certainty, we believe that at the present
time no lawsuits are pending or threatened that reasonably likely to have a
material adverse impact on the Separate Account or us.

REGISTRATION STATEMENT

     We filed a registration statement covering information about the Policy
with the SEC.  The registration statement, and its subsequent amendments,
included this prospectus, but it also contained additional information.  This
prospectus is simply a summary of the contents of the Policy and related legal
instruments.  If you want more complete information regarding any of the matters
described in this prospectus, you should consult the registration statement.

EXPERTS

     The consolidated financial statements of our Company and its subsidiaries
as of December 31, 1998 and 1997, and for the years then ended, included in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

     As stated in his opinion which was filed as an exhibit to the registration
statement, Rex D. Hemme has examined the actuarial matters included in this
prospectus.

                                       46
<PAGE>
 
SENIOR EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN NATIONAL INSURANCE COMPANY

Name and Position(s) with American National Insurance Company/
Principal Occupations Last Five Years and Other Positions Held

ROBERT L. MOODY
CHAIRMAN OF THE BOARD, DIRECTOR, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

American National: President, January 1996 to present; Chairman of the Board,
April 1982 to present; Chief Executive Officer, July 1991 to present; and
Director, March 1960 to present.

ANREM Corporation: Director, September 1985 to present. Moody Bancshares, Inc.:
Director and President, 1982 to present. Moody Bank Holding Company, Inc.:
Director and President, 1988 to present. Moody National Bank of Galveston:
President, 1980 to 1993; Chairman of the Board, Director and Chief Executive
Officer, 1980 to present. National Western Insurance Company: Chairman of the
Board, Director and Chief Executive Officer, 1971 to present. The Moody
Foundation: Trustee, 1955 to present. Gal-Tex Hotel Corporation: Chairman of the
Board and Director, 1954 to present. Gal-Tenn Hotel Corporation: Director. GTG
Corporation: Director. Gal-Tex Management Co.: Director. Gal-Tex Woodstock,
Inc.: Director. New Paxton Hotel Corporation: Director. Transitional Learning
Community at Galveston: Chairman of the Board and Director. The Moody Endowment:
Chairman of the Board and Director.

G. RICHARD FERDINANDTSEN
DIRECTOR, SENIOR EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER

American National: Director, 1998 to present; Senior Executive Vice President
and Chief Operating Officer, April 1997 to present; Senior Executive Vice
President and Chief Administrative Officer, April 1996 to April 1997; Senior
Vice President, Health Insurance Operations, April 1993 to April 1996; Senior
Vice President, Director of Group Insurance, July 1990 to April 1993. American
National Life Insurance Company of Texas: Chairman of the Board, President and
Director, 1998 to present; and Vice President, Health Insurance Operations,
April 1993 to 1998. American National Property and Casualty Company: Director,
November 1992 to present; and Vice Chairman of the Board, 1998 to present.
American National General Insurance Company: Director, November 1992 to present;
and Vice Chairman of the Board, 1998 to present. McMarr Properties (formerly
American Securities Company): Director, April 1978 to present. McCreless
Foundation: Director, April 1992 to present. United Land: Director, January 1985
to present. Commonwealth Life and Accident Insurance Company: Director, June
1993 until company 

                                       47
<PAGE>
 
was merged in December 1994. American National Lloyds Insurance Company:
Underwriter, March 1994 to present. Pacific P & C, Inc.: Director, 1995 to
present; and Vice Chairman of the Board. Standard Life and Accident Insurance
Company: Director, January 1996 to present; Chairman of the Board, President and
Chief Executive Officer, 1998 to present. Garden State Life Insurance Company:
Director. Securities Management & Research, Inc.: Director. Comprehensive
Investment Services, Inc.: Director. Alternative Benefit Management, Inc.:
Director, President and Chief Executive Officer. ANMEX International Services,
Inc.: Director and President. ANMEX International, Inc.: Director and President.

IRWIN M. HERZ, JR.
DIRECTOR

American National: Director: 1984 to present. Greer, Herz & Adams, L.L.P.:
Partner, March 1980 to present, General Counsel to American National. Three R
Trust: Trustee, April 1971 to present. Commonwealth Life and Accident Insurance
Company: Director, April 1983 until company was merged in December 1994. Garden
State Life Insurance Company: Director, June 1992 to present. American National
Property and Casualty Company: Director. American National General Insurance
Company: Director. Pacific P & C, Inc.: Director.

R. EUGENE LUCAS
DIRECTOR

American National: Director, April 1981 to present. Gal-Tex Hotel Corporation:
President and Director, March 1971 to present. Gal-Tenn Hotel Corporation:
President and Director, March 1971 to present. Gal-Tex Management Company:
President and Director, May 1985 to present.  Gal-Tex Woodstock, Inc.: President
and Director, November 1995 to present. New Paxton Hotel Corporation: President
and Director. Securities Management and Research, Inc.: Director, November 1982
to present. ANREM Corporation: Director, September 1982 to present. Colonel
Museum, Inc.: Director, March 1985 to present.

E. DOUGLAS MCLEOD
DIRECTOR

American National: Director, April 1984 to present. ANREM Corporation: Director,
October 1979 to present. National Western Life Insurance Company: Director, 1986
to present. Independent County Mutual Fire Insurance Company of Texas: Director,
June 1984 to present. Attorney. The Moody Foundation: Director of Development,
May 1982 to present. McLeod Properties: Owner. Texas State House of
Representatives: Past Member. Moody Gardens, Inc.: Chairman and Director, 1988
to present. Colonel Museum, Inc.: Vice President and Director, 1985 to present.
Center for Transportation and Commerce: Director, 1983 to present.

                                       48
<PAGE>
 
FRANCES ANNE MOODY
DIRECTOR

American National: Director, April 1987 to present.  The Moody Foundation:
Executive Director, January 1998 to present and Regional Grants Advisor,
September 1996 to present. National Western Life Insurance Company: Director,
1990 to present. The Moody Endowment: Director, 1991 to present. Investments,
Dallas, Texas.

RUSSELL S. MOODY
DIRECTOR

American National: Director, April 1986 to present. National Western Life
Insurance Company: Director, 1988 to March 1996. Gal-Tex Hotel Corporation:
Director, 1981 to 1997. Seal Fleet, Inc.: Director, 1982 to 1996.

WILLIAM L. MOODY IV
DIRECTOR

American National: Director, March 1951 to present. Moody National Bank of
Galveston: Director, January 1969 to March 1996, and  Advisory Director, March
1996 to present. Moody Ranches, Inc.: President and Director, May 1959 to
present. American National Life Insurance Company of Texas: Director, November
1969 to present. Rosenberg Library: Board of Trustees, 1970 to present.
University of Texas Medical Branch Development Board: Director, 1970 to present.

JOE MAX TAYLOR
DIRECTOR

American National: Director, April 1992 to present. County of Galveston, Texas:
Sheriff, 1980 to present. Moody Gardens, Inc.: Director and President, 1988 to
present. Transitional Learning Community at Galveston: Director, 1985 to
present. Galveston County Bail-Bond Board: President, 1981 to present. Fifty
Club Board of Galveston: Director, 1981 to present. Landry's Seafood
Restaurants, Inc.: Director, 1992 to present. Pre-Trial Release Board of
Galveston County: 1982 to present. Juvenile Crime Prevention-Intervention Task
Force: Chairman, 1993 to present. University of Texas Medical Branch:
President's Cabinet, 1994 to present.

ROBERT A. FRUEND
EXECUTIVE VICE PRESIDENT

American National: Executive Vice President, Director of Multiple Line
Marketing, April 1989 to present. American National Life Insurance Company of
Texas: Director and Vice President, April 1989 to present. American National
Property and Casualty Insurance Company: Chairman of the Board; and Director,
November 1979 to present. American National General Insurance Company: Chairman
of the Board; and Director, November 1981 to present. Securities Management and
Research, Inc.: Director, November 1988 to present: Pacific P & C, Inc.:
Director, 1995 to present; and Chairman of the Board. American National
Insurance 

                                       49
<PAGE>
 
Service Company: Director, November 1988 to present. ANPAC Lloyds Insurance
Management, Inc.: Director, December 1995 to present. American National Lloyds
Insurance Company: Director, December 1995 to present.

BILL J. GARRISON
EXECUTIVE VICE PRESIDENT

American National: Executive Vice President, Director of Home Service Division,
April 1991 to present. ANMEX International Services, Inc.: Vice President. ANMEX
International, Inc.: Vice President. Commonwealth Life and Accident Insurance
Company: Director, February 1993 until company was merged in December 1994.

MICHAEL W. MCCROSKEY
EXECUTIVE VICE PRESIDENT

American National: Executive Vice President-Investments, 1995 to present; and
Senior Vice President-Real Estate and Mortgage Loans, 1986 to 1995. ANREM
Corporation: Director, June 1977 to present; and President, October 1986 to
present. American National Life Insurance Company of Texas: Assistant Secretary,
December 1986 to present.  Standard Life and Accident Insurance Company: Vice
President, May 1988 to present. ANTAC, Inc.: President and Director, 1995 to
present. Securities Management and Research, Inc.: President, Chief Executive
Officer and Director, 1994 to present. American National Funds Group: President
and Director, 1994 to present. SM&R Investments, Inc. (formerly SM&R Capital
Funds, Inc.): Chief Executive Officer; President and Director, 1994 to present.
American National Investment Accounts, Inc.: President and Director, 1994 to
present. Pacific P & C, Inc.: Vice President, 1995 to present. Garden State Life
Insurance Company: Vice President, May 1994 to present. American National
Property and Casualty Company Vice President: June 1994 to present. American
National General Insurance Company: Vice President, June 1994 to present.  SM&R
Growth Fund, Inc.: Director and President. SM&R Equity Income Fund, Inc.:
Director and President. SM&R Balanced Fund, Inc.: Director and President. ANDV
`97: Director and President.  Comprehensive Investment Services, Inc.: Director.

JAMES E. POZZI
EXECUTIVE VICE PRESIDENT

American National: Executive Vice President, Independent Markets, April 1996 to
present; and Senior Vice President, Corporate Planning and Development, June
1992 to April 1996. American National Life Insurance Company of Texas: Vice
President, April 1993 to present.

                                       50
<PAGE>
 
RONALD J. WELCH
EXECUTIVE VICE PRESIDENT

American National: Executive Vice President and Chief Actuary, April 1996 to
present; and Senior Vice President and Chief Actuary, April 1986 to April 1996.
Standard Life and Accident Insurance Company: Director, December 1987 to
present. American National Property and Casualty Company: Director, November
1987 to present. American National General Insurance Company: Director, November
1987 to present. American National Life Insurance Company of Texas: Director,
November 1986 to present, Actuary, April 1980 to present, and Senior Vice
President, April 1990 to present. Commonwealth Life and Accident Insurance
Company: Vice President, until company was merged in December 1994. Garden State
Life Insurance Company: Chairman of the Board and Director, June 1992 to
present: Pacific P & C, Inc.: Director, 1995 to present. American National
Insurance Service Company: Director, December 1995 to present. Securities,
Research & Management, Inc.: Director. ANMEX International Services, Inc.:
Director and Vice President. ANMEX International, Inc.: Director and Vice
President. Alternative Benefit Management, Inc.: Director.

CHARLES H. ADDISON
SENIOR VICE PRESIDENT

American National: Senior Vice President, Systems Planning and Computing, April
1978 to present. American National Property and Casualty Company: Director,
November 1981 to present. American National General Insurance Company: Director,
November 1981 to present. Pacific P & C, Inc.: Director, 1995 to present.
Standard Life and Accident Insurance Company: Director, January 1996 to present.

ALBERT L. AMATO
SENIOR VICE PRESIDENT

American National: Senior Vice President, Life Policy Administration, April 1994
to present; and Vice President, Life Policy Administration, April 1984 to April
1994. American National Life Insurance Company of Texas: Vice President, May
1984 to present. Garden State Life Insurance Company: Vice President, August
1992 to present, Director, August 1992 to December 1993, and Advisory Director,
December 1993 to present. Standard Life and Accident Insurance Company: Vice
President, Life Policy Administration. Alternative Benefit Management, Inc.:
Director and Senior Vice President. Commonwealth Life and Accident Insurance
Company: Director, August 1992 until company was merged in December 1994.

GLENN C. LANGLEY
SENIOR VICE PRESIDENT

American National: Senior Vice President, Human Resources, November 1995 to
present; Vice President, Assistant Personnel Director, April 1983 to November
1995; Assistant Vice President, Equal Employment Opportunity/Affirmative Action
Program Coordinator, April 1976 to April 1983; and Assistant Vice President,
Personnel Placement Director, April 

                                       51
<PAGE>
 
1969 to April 1976. Standard Life and Accident Insurance Company: Vice
President, Director of Human Resources.

STEPHEN E. PAVLICEK
SENIOR VICE PRESIDENT AND CONTROLLER

American National: Senior Vice President and Controller, April 1996 to present;
Vice President and Controller, 1994 to April 1996; and Assistant Vice President
- - Financial Reports, 1983 to 1994. ANTAC, Inc.: Assistant Treasurer, 1995 to
present. Garden State Life Insurance Company: Controller, June 1992 to present.
American National Life Insurance Company of Texas: Controller, August 1994 to
present. ANREM Corporation: Director. American National Property and Casualty
Company: Director. American National General Insurance Company: Director.
Pacific P & C, Inc.: Director. Standard Life and Accident Insurance Company:
Vice President, Controller and Director. ANDV `97: Assistant Treasurer. ANMEX
International Services, Inc.: Controller. ANMEX International, Inc.: Controller.
Alternative Benefit Management, Inc.: Senior Vice President, Controller and
Director.

STEVEN H. SCHOUWEILER
SENIOR VICE PRESIDENT

American National: Senior Vice President, Health Insurance Operations, May 1998
to present.  Standard Life and Accident Insurance Company: Vice President,
Claims, May 1998 to present. American National Life Insurance Company of Texas:
Director and Senior Vice President, May 1998 to present. Alternative Benefit
Management, Inc.: Chief Administrative Officer, Senior Vice President and
Director. Galveston Health Network, Inc.: President. Conseco Group Risk
Management: President and Chief Executive Officer, December 1989 to April 1998.

JAMES R. THOMASON
SENIOR VICE PRESIDENT

American National: Senior Vice President, Credit Insurance Services, April 1987
to present.

GARETH W. TOLMAN
SENIOR VICE PRESIDENT

American National: Senior Vice President, Corporate Affairs, April 1996 to
present; and Vice President, Corporate Affairs, April 1976 to April 1996.

VINCENT E. SOLER, JR.
VICE PRESIDENT, SECRETARY AND
TREASURER

American National: Vice President, Secretary and Treasurer, 1994 to present; and
Vice President and Controller, March, 1984 to 1994. ANREM Corporation:
Treasurer, October 1984 to present. American National Life Insurance Company of
Texas: Treasurer, April 1984 to present; Controller, 

                                       52
<PAGE>
 
April 1984 to August 1994; and Secretary, August 1994 to present. Standard Life
and Accident Insurance Company: Secretary and Treasurer, 1998 to present;
Assistant Secretary, January 1996 to 1998. ANTAC, Inc.: Secretary, 1995 to
present. Garden State Life Insurance Company: Secretary and Treasurer, August
1994 to present. American National Property and Casualty Company: Assistant
Secretary, August 1994 to present. American National General Insurance Company:
Assistant Secretary. Pacific P & C, Inc.: Assistant Secretary. Galveston Health
Network, Inc.: Secretary. ANDV `97: Secretary. ANMEX International Services,
Inc.: Secretary and Treasurer. ANMEX International, Inc.: Secretary and
Treasurer. Comprehensive Investment Services, Inc.: Secretary. Alternative
Benefit Management, Inc.: Secretary and Treasurer.

The principal business address of each person listed above is American National
Insurance Company, One Moody Plaza, Galveston, Texas 77550-7999.

FINANCIAL STATEMENTS

     Our financial statements which are included in this prospectus should be
considered only as bearing on our ability to meet our obligations under the
Policy. Our financial statements should not be considered as bearing on the
investment performance of the assets held in the Separate Account.

[financial statements to be inserted in subsequent amendment]

                                       53
<PAGE>
 
                                   APPENDIX

ILLUSTRATIONS OF DEATH BENEFITS, ACCUMULATION VALUES AND SURRENDER VALUES

     The tables on pages ___ and ___ illustrate how Accumulation Value,
Surrender Value and Death Benefit of a Policy may change with the investment
performance of the Eligible Portfolios.  These illustrations are hypothetical
and may not be used to project or predict investment results.

     The table on page ___ illustrates how Accumulation Value, Surrender Value
and Death Benefit of a Policy may change with the investment performance of the
Eligible Portfolios.  These illustrations are hypothetical and may not be used
to project or predict investment results.  The illustrations assume:

 .  a gross annual investment rate of return (i.e. investment income and capital
   gains and losses) of 0%, 6% or 12%,

 .  a $100,000 Specified Amount,

 .  the Insured is a male, age 65,

 .  $10,000 initial premium is paid,

 .  all Accumulation Value is allocated to the Separate Account,

 .  no Policy Loans are made,

 .  no transfers to the Fixed Account,

 .  no more than twelve transfers among Subaccounts, and

 .  fees and expenses for the Eligible Portfolios at a hypothetical annual rate
   of _____% of net assets (the rate is a simple average, for all Eligible
   Portfolios, of the "Management Fees" and "Other Expenses", indicated for each
   Eligible Portfolio in the Eligible Portfolio Annual Expenses table. Certain
   fee waiver and expense reimbursement arrangements exist and are reflected in
   this average. Excluding the effect of these arrangements, the simple average
   of the "Management Fees" and "Other Expenses" would be ____%).

                                       54
<PAGE>
 
The Accumulation Value, Surrender Value and Death Benefit shown in the
illustrations may be different if any of the above assumptions changed.

     The table on page ___ is based on the current schedule of Monthly
Deductions.  We may, however, change the current schedule of Monthly Deductions
at any time and for any reason.  Accordingly, you should not construe the tables
as guarantees or estimates of amounts to be paid in the future.

     The table on page ___ is based on the assumption that the maximum allowable
Monthly Deductions are made throughout the life of the Policy.

     Illustrations also reflect the Daily Asset Charge, which is levied against
each Subaccount at an annual rate of 1.25% of average daily Accumulation Value.
After adjustment to reflect the Daily Asset Charge and the average Eligible
Portfolio Annual Expenses, the illustrated hypothetical gross annual investment
rates of return of 0%, 6% and 12% correspond to approximate hypothetical net
annual rates of ____%, ____% and ____%.

     The illustrations do not reflect any charges for federal income tax burden
attributable to the Separate Account, since we are not currently making such
charges.  However, such charges may be made in the future, and, in that event,
the gross annual investment rate of return would have to exceed 0%, 6% or 12% by
an amount sufficient to cover the tax charges in order to produce the values
illustrated. (See Federal Income Tax Considerations, page ___.)

     If a Policy Loan is made, both Surrender Value and Death Benefit Proceeds
will be reduced by the amount of outstanding Policy Debt.  Even if repaid,
Policy Debt may permanently affect the Policy's values.  The effect could be
favorable or unfavorable depending on whether the investment performance of the
subaccount(s)/Fixed Account you selected is less than or greater than the
interest rate credited to the Accumulation Value held to secure the loan.

     Upon request, we will provide a comparable illustration based upon the
proposed Insured's age, sex and underwriting.

[actual illustrations to be inserted in subsequent amendment]

                                       55
<PAGE>
 
                          UNDERTAKING TO FILE REPORTS
                                        
     Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                              RULE 484 UNDERTAKING
                                        
     Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                 REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)
                                        
     American National Insurance Company hereby represents that the fees and
charges deducted under the contracts described in this pre-effective amendment
are, in the aggregate, reasonable in relationship to the services rendered, the
expenses expected to be incurred, and the risks assumed by American National
Insurance Company.

                       CONTENTS OF REGISTRATION STATEMENT
                                        
     This Registration Statement comprises the following papers and documents:

     The facing sheet.
     THE PROSPECTUS CONSISTING OF ___ PAGES.
     UNDERTAKING TO FILE REPORTS.
     RULE 484 UNDERTAKING.
     REPRESENTATION PURSUANT TO SECTION 26(E)(2)(A).
     SIGNATURES.
     WRITTEN CONSENTS

                                     II-1
<PAGE>
 
     The following exhibits, corresponding to those required by the instructions
as to exhibits in Form N-8B-2:

Exhibit 1 ....    Resolution of the Board of Directors of American National
                  Insurance Company authorizing establishment of American
                  National Variable Life Separate Account (previously filed on
                  April 24, 1998)

Exhibit 2 ....    Not Applicable

Exhibit 3(a) .... Distribution and Administrative Services Agreement (previously
                  filed on April 24, 1998)

Exhibit 3(b) .... Not Applicable

Exhibit 3(c) .... Schedule of Sales Commissions (previously filed on April 24,
                  1998)

Exhibit 4 .....   Not Applicable

Exhibit 5 ....    Flexible Premium Variable Life Insurance Policy (previously
                  filed on April 24, 1998)

Exhibit 6(1) .... Articles of Incorporation of American National Insurance
                  Company (previously filed on April 24, 1998)

Exhibit 6(2) .... By-laws of American National Insurance Company (previously
                  filed on April 24, 1998)

Exhibit 7 ....    Not Applicable

Exhibit 8(1) .... Form of American National Investment Accounts, Inc. Fund
                  Participation Agreement (previously filed on April 24, 1998)

Exhibit 8(2) .... Form of Variable Insurance Products Fund Fund Participation
                  Agreement (previously filed on April 24, 1998)

Exhibit 8(3) .... Form of Variable Insurance Products Fund II Fund
                  Participation Agreement (previously filed on April 24, 1998)

Exhibit 8(4) .... Form of Variable Insurance Products Fund III Fund
                  Participation Agreement (previously filed on April 24, 1998)

                                     II-2
<PAGE>
 
Exhibit 8(5) ....  Form of T. Rowe Price Fund Participation Agreement
                   (previously filed on April 24, 1998)

Exhibit 8(6) ....  Form of MFS Variable Insurance Trust Participation Agreement
                   (previously filed on April 24, 1998)

Exhibit 8(7) ....  Form of Federated Insurance Series Participation Agreement
                   (previously filed on April 24, 1998)

Exhibit 8(8) ....  Form of Van Eck Worldwide Insurance Trust Participation
                   Agreement (previously filed on April 24, 1998)
  
Exhibit 8(9) ....  Form of Lazard Retirement Series, Inc. Participation
                   Agreement (previously filed  on April 24, 1998)

Exhibit 9 ....     Not Applicable

Exhibit 10 ....    Application Form (previously filed in post-effective
                   amendment no. 8 on April 26, 1996)

Exhibit 11 ....    Independent Auditors' Consent (to be filed in subsequent
                   amendment)

Exhibit 12 ....    Opinion of Counsel (to be filed in subsequent amendment)

Exhibit 13 ....    Consent of Counsel (to be filed in subsequent amendment)

Exhibit 14 ....    Actuarial Opinion (to be filed in subsequent amendment)

Exhibit 15 ....    Actuarial Basis of Payment and Cash Value Adjustment Pursuant
                   to Rule 6e-3(T)(b)(V)(B) (previously filed on January 15,
                   1999)

Exhibit 16 ....    Procedures Memorandum Pursuant to   Rule 6e-3(T)(b)(12)(iii)
                   (previously filed on January 15, 1999)

Exhibit 27 ....    Financial Data Schedule (to be filed in subsequent amendment)

                                     II-3
<PAGE>
 
     As required by the Securities Act of 1933, the Registrant has caused this
amended registration statement to be signed on its behalf, in the City of
Galveston, and the State of Texas on the 26th  day of February, 1999.

                         American National Variable Life Separate Account
                         (Registrant)

                              By:  American National Insurance Company


                                    By:    ROBERT L. MOODY
                                         -------------------------------------
                                    ROBERT L. MOODY, CHAIRMAN OF THE BOARD,
                                    PRESIDENT AND CHIEF EXECUTIVE OFFICER

                         American National Insurance Company
                         (Depositor)


                              By:   ROBERT L. MOODY
                                   -------------------------------------------
                              ROBERT L. MOODY, CHAIRMAN OF THE BOARD, PRESIDENT
                              AND CHIEF EXECUTIVE OFFICER
attest:

 VINCENT E. SOLER, JR.
- ----------------------------------
VINCENT E. SOLER, JR.,
VICE PRESIDENT, SECRETARY AND TREASURER

     As required by the Securities Act of 1933, this amended registration
statement  has been signed by the following persons in their capacities and on
the dates indicated:

SIGNATURE                                   TITLE                  DATE
- ---------                                   -----                  ----
 
MICHAEL W. MCCROSKEY            EXECUTIVE VICE PRESIDENT -     FEBRUARY 26, 1999
- -----------------------------   INVESTMENTS (PRINCIPAL 
MICHAEL W. MCCROSKEY            FINANCIAL OFFICER)
 
STEPHEN E. PAVLICEK             SENIOR VICE PRESIDENT AND      FEBRUARY 26, 1999
- -----------------------------        CONTROLLER 
STEPHEN E. PAVLICEK             (PRINCIPAL ACCOUNTING OFFICER)


                                     II-4
<PAGE>
 
SIGNATURE                           TITLE                    DATE
- ---------                           -----                    ----

ROBERT L. MOODY         CHAIRMAN OF THE BOARD,           FEBRUARY 26, 1999
- --------------------    DIRECTOR, PRESIDENT AND CHIEF    
ROBERT L. MOODY             EXECUTIVE OFFICER          
                     

G. RICHARD FERDINANDTSEN  DIRECTOR                       FEBRUARY 26, 1999
- ------------------------         
G. RICHARD FERDINANDTSEN


IRWIN M. HERZ, JR.        DIRECTOR                       FEBRUARY 26, 1999 
- ------------------------                
IRWIN M. HERZ, JR.


R.EUGENE LUCAS            DIRECTOR                       FEBRUARY 26, 1999
- ------------------------    
E. EUGENE LUCAS


________________________  DIRECTOR        
E. DOUGLAS MCLEOD


________________________  DIRECTOR    
FRANCES ANNE MOODY


________________________  DIRECTOR  
RUSSELL S. MOODY
      

W. L. MOODY, IV           DIRECTOR                        FEBRUARY 26, 1999
- ------------------------ 
W. L. MOODY, IV


________________________  DIRECTOR 
JOE MAX TAYLOR

                                     II-5


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission