<PAGE>
Registration Nos. 333-40637
811-2441
As filed with the Commission on November 17, 2000
______________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ______ ___
Post-Effective Amendment No. 5 X
---- ---
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 86 X
---- ---
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
(Exact Name of Registrant)
AMERICAN GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Address of Depositor's Principal Executive Offices) (Zip Code)
(713) 831-1230
(Depositor's Telephone Number, including Area Code)
Pauletta P. Cohn, Esq.
Deputy General Counsel
American General Life Companies
2929 Allen Parkway, Houston, Texas 77019
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Continuous
It is proposed that the filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[x] on December 1, 2000 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
[_] 75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(3) of Rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered:
Units of interest in American General Life Insurance Company
Separate Account D under variable annuity contracts
NOTE
This Post-Effective Amendment No. 5 to the Form N-4 Registration Statement No.
333-40637 ("Registration Statement") of American General Life Insurance Company
("Depositor") and its Separate Account D ("Registrant") is being filed solely
for the purposes of (a) including in the Registration Statement supplements
relating to additional investment options and (b) to generally update Part C
information for the Depositor and the Registrant. All other pertinent
information regarding this Registration Statement, including the Profile,
Prospectus and Statement of Additional Information, was previously filed in
Registrant's Post-Effective Amendment No. 4 on March 30, 2000, and is
incorporated by reference herein.
<PAGE>
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
SELECT RESERVE(SM)
FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED ANNUITY CONTRACTS
SUPPLEMENT DATED DECEMBER 1, 2000
TO
PROFILE
DATED APRIL 3, 2000
AS SUPPLEMENTED MAY 25, 2000, AUGUST 2, 2000,
SEPTEMBER 12, 2000 AND NOVEMBER 8, 2000
Effective December 1, 2000, American General Life Insurance Company is amending
the Profile for the sole purpose of adding three additional Investment Options
for you to invest in.
. On page 2 of the Profile, under INVESTMENT OPTIONS, add the following three
series of mutual funds:
North American Funds Variable
Product Series I
. North American--AG International Equities Fund
. North American--AG MidCap Index Fund
. North American--AG Stock Index Fund
. On page 3 of the Profile, under EXPENSES, delete the first sentence of the
second paragraph and replace it with the following:
"There also are investment series charges, ranging from 0.32% to 1.85% of
the average annual assets of the series listed in Section 4, above,
depending on the series involved."
. On page 3 of the Profile, under EXPENSES, add the following Investment Series
to the chart shown:
<TABLE>
<CAPTION>
Examples of
Total Annual Total Annual Total Annual
Contract Series Total Annual Charges at End of:
Investment Series Charges Charges Charges 1 Year 10 Years
--------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
North American--AG .40% .43% .83% $8 $103
International Equities Fund
North American--AG .40% .38% .78% $8 $ 97
MidCap Index Fund
North American--AG .40% .32% .72% $7 $ 89
Stock Index Fund
</TABLE>
. On page 4 of the Profile, under PERFORMANCE, add the following Divisions to
the chart shown:
<TABLE>
<CAPTION>
Division 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
North American--AG 28.68% 18.30% 1.79% 6.38% 10.34% 7.55% 29.36% (13.78)% 10.72% (20.43)%
International Equities
Fund
North American--AG 14.46% 18.53% 31.24% 18.31% 30.02% (4.13)% 12.45% 9.46% N/A N/A
MidCap Index Fund
North American--AG 20.09% 27.93% 32.58% 22.26% 36.77% .30% 9.44% 6.24% 28.49% (4.26)%
Stock Index Fund
</TABLE>
<PAGE>
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
SELECT RESERVE(SM)
FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED ANNUITY CONTRACTS
SUPPLEMENT DATED DECEMBER 1, 2000
TO
PROSPECTUS
DATED APRIL 3, 2000
AS SUPPLEMENTED MAY 25, 2000, AUGUST 2, 2000,
SEPTEMBER 12, 2000 AND NOVEMBER 8, 2000
Effective December 1, 2000, American General Life Insurance Company is amending
the Prospectus for the sole purpose of adding three additional Series for you to
invest in.
. On page 1 of the Prospectus, after the second sentence, add the following
three series of mutual funds:
North American Funds Variable
Product Series I
. North American--AG International Equities Fund
. North American--AG MidCap Index Fund
. North American--AG Stock Index Fund
. On page 1 of the Prospectus, delete the last paragraph and replace it with
the following:
"This Prospectus is valid only if you also receive current fund
prospectuses of the Levco Series Trust, Mercury HW Variable Trust,
Navellier Variable Insurance Series Fund, Inc., North American Funds
Variable Product Series I, OFFIT Variable Insurance Fund, Inc., Royce
Capital Fund, and Wright Managed Blue Chip Series Trust."
. On page 5 of the Prospectus, delete the definition of Series and replace it
with the following:
"Series - an individual portfolio of a mutual fund that you may choose for
investment under the Contracts. Currently, the Series are part of either
the Levco Series Trust, Mercury HW Variable Trust, Navellier Variable
Insurance Series Fund, Inc., North American Funds Variable Product Series
I, OFFIT Variable Insurance Fund, Inc., Royce Capital Fund or Wright
Managed Blue Chip Series Trust."
<PAGE>
. On page 8 of the Prospectus, under The Series' Annual Expenses, add the
following Series to the chart shown:
The Series' Annual Expenses/1/ (as a percentage of average daily Variable
------------------------------
Account value)
<TABLE>
<CAPTION>
Management Other
Fees After Expenses Annual Expenses
Expense After Expense After Expense
Reimbursement Reimbursement Reimbursement
and Waiver/3/ and Waiver/3/ and Waiver/3/
------------- ------------- -------------
<S> <C> <C> <C>
North American--AG International Equities Fund .35% .08% .43%
North American--AG MidCap Index Fund .31% .07% .38%
North American--AG Stock Index Fund .26% .06% .32%
</TABLE>
. On page 9 of the Prospectus, under Example, add the following Series to the
-------
chart shown:
Example Whether or not you surrender or annuitize at the end of the
-------
applicable time period, the following expenses would apply to a $1,000
investment if you assume a 5% annual return on assets:
<TABLE>
<CAPTION>
If all amounts are allocated
to a Division that invests in
one of the following Series: 1 year 3 years 5 years 10 years
--------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American--AG International Equities Fund $8 $26 $46 $103
North American--AG MidCap Index Fund $8 $25 $43 $ 97
North American--AG Stock Index Fund $7 $23 $40 $ 89
</TABLE>
. On page 12 of the Prospectus, under SELECTED ACCUMULATION UNIT DATA
(UNAUDITED), add the following paragraph after footnote number two:
"As of the December 1, 2000, the following Divisions had not commenced
operations: North American--AG International Equities, North
American--AG MidCap Index and North American--AG Stock Index.
Accordingly, there is currently no Selected Accumulation Unit Data for
these three Divisions."
. On page 13 of the Prospectus, under SEPARATE ACCOUNT D, delete the first
paragraph and replace it with the following:
"The Separate Account has 93 Divisions, 15 of which are available
under the Contracts offered by this Prospectus. Four of these 15
Divisions and the remaining 78 Divisions are offered under other AGL
Contracts. The Separate Account is registered with the Securities and
Exchange Commission as a unit investment trust under the 1940
Act."
<PAGE>
. On page 13 of the Prospectus, under THE SERIES, delete the first paragraph
and replace it with the following:
"The Separate Account has 15 Divisions funding the variable benefits
under the Contracts. These Divisions invest in shares of one or more
series of Levco Series Trust, Mercury HW Variable Trust, Navellier
Variable Insurance Series Fund, Inc., North American Funds Variable
Product Series I, OFFIT Variable Insurance Fund, Inc., Royce Capital
Fund and Wright Managed Blue Chip Series Trust."
. On page 15 of the Prospectus, add the following information to the chart
shown:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SERIES ADVISER/MANAGER
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
North American Funds Variable Product North American--AG American General Advisers
Series I International Equities Fund
North American--AG MidCap
Index Fund
North American--AG Stock
Index Fund
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
. On page 16 of the Prospectus, add the following information to the chart
shown:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
SERIES INVESTMENT OBJECTIVE
----------------------------------------------------------------------------------------------------------------------------
<S> <C>
North American--AG Long-term growth of capital in equity securities closely corresponding to the Morgan
International Equities Stanley Capital International (MSCI) Europe, Australasia and the Far East (EAFE)
Fund Index./1/
----------------------------------------------------------------------------------------------------------------------------
North American--AG Growth of capital through investment in common stocks corresponding to the S&P(R)
MidCap Index Fund MidCap 400 Index./2/
----------------------------------------------------------------------------------------------------------------------------
North American--AG Long-term capital growth through investment in common stocks that, as a group are
Stock Index Fund expected to closely resemble the S&P(R) 500 Index./3/
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ The MSCI EAFE Index tracks the performance of about 1000 common stocks of
companies in 20 foreign countries. This index provides a measure of the
performance of companies in the more developed countries in Europe,
Australasia and the Far East. All indices are unmanaged.
/2/ The S&P(R) MidCap 400 Index tracks the common stock performance of 400
medium capitalized U.S. and foreign companies that are in the
manufacturing, utilities, transportation, and financial industries. Medium
capitalization means the market value of these companies' stock is around
$600 million. All indices are unmanaged.
/3/ The S&P(R) 500 Index tracks the common stock performance of large U.S.
companies in major U.S. industry sectors. It also tracks the performance of
common stocks by foreign and smaller U.S. companies in similar industries.
In total, this index tracks 500 common stocks. All indices are
unmanaged.
<PAGE>
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
SELECT RESERVE(SM)
FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED ANNUITY CONTRACTS
SUPPLEMENT DATED DECEMBER 1, 2000
TO
STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 3, 2000
AS SUPPLEMENTED MAY 25, 2000, AUGUST 2, 2000,
SEPTEMBER 12, 2000 AND NOVEMBER 8, 2000
Effective December 1, 2000, American General Life Insurance Company is amending
the Statement of Additional Information ("SAI") for the sole purpose of adding
three additional Series for you to invest in.
. On page 1 of the SAI, delete all seven bullet points after the first
paragraph and replace them with the following:
". Levco Series Trust,
. Mercury HW Variable Trust,
. Navellier Variable Insurance Series Fund, Inc.,
. North American Funds Variable Products Series I,
. OFFIT Variable Insurance Fund, Inc.,
. Royce Capital Fund, and
. Wright Managed Blue Chip Series Trust."
. On page 6 of the SAI, under Average Annual Total Return Calculations, add the
following paragraph after footnote number 4:
"As of December 1, 2000, the following Divisions had not commenced
operations: North American--AG International Equities Division, North
American--AG MidCap Index Division and North American--AG Stock Index
Division. Accordingly, there are currently no Average Annual Total Return
Calculations for these three Divisions.
<PAGE>
. On page 7 of the SAI, under Hypothetical Performance, add the following
Investment Divisions to the Hypothetical Historical Average Annual Total
Returns (Through December 31, 1999) chart:
<TABLE>
<CAPTION>
Since
Series
Investment Division One Year/1/ Five Years/1/ Ten Years/1/ Inception/1/, /2/
------------------- ------------- -------------- ------------ ----------------
<S> <C> <C> <C> <C>
North American - AG 28.68% 12.71% 6.75% N/A
International Equities Fund
North American - AG 14.46% 22.32% N/A 16.84%
MidCap Index Fund
North American - AG 20.09% 27.77% 17.19% N/A
Stock Index Fund
</TABLE>
. On page 8 of the SAI, add the following Investment Divisions to the
Hypothetical Historical Cumulative Total Returns (Through December 31, 1999)
chart:
<TABLE>
<CAPTION>
Since
Series
Investment Division One Year/1/ Five Years/1/ Ten Years/1/ Inception/1/,/2/
------------------- ----------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
North American - AG 28.68% 81.87% 92.21% N/A
International Equities Fund
North American - AG 14.46% 173.89% N/A 162.36%
MidCap Index Fund
North American - AG 20.09% 240.57% 388.59% N/A
Stock Index Fund
</TABLE>
. On page 8 of the SAI, add the following Investment Divisions to the
Hypothetical Historical Growth of a $1,000 Investment in the Divisions
(Through December 31, 1999) chart:
<TABLE>
<CAPTION>
Since
Series
Investment Division One Year/1/ Five Years/1/ Ten Years/1/ Inception/1/,/2/
------------------- ---------- ------------- ----------- ----------------
<S> <C> <C> <C> <C>
North American - AG $1,287 $1,819 $1,922 N/A
International Equities Fund
North American - AG $1,145 $2,739 N/A $3,613
MidCap Index Fund
North American - AG $1,201 $3,406 $4,886 N/A
Stock Index Fund
</TABLE>
. On page 8 of the SAI, add the following sentence to the end of footnote
number two:
"The inception dates for the Series funding the following Divisions are:
North American--AG International Equities Fund - October 02, 1989 North
American--AG MidCap Index Fund - October 01, 1991; and North American--AG
Stock Index Fund-April 20, 1987."
<PAGE>
. On page 11 of the SAI, delete the first paragraph under FINANCIAL
STATEMENTS, and replace it with the following:
"Separate Account D has 93 Divisions as of the date of this Statement. 15
Divisions (the "Select Reserve Divisions") are available under the
Contracts that are the subject of this Statement. The December 31, 1999
financial statements for the Select Reserve Divisions which are included in
this Statement relate only to the 12 Select Reserve Divisions that were
available under the Contracts as of December 31, 1999. Four of the Select
Reserve Divisions and certain of the remaining 78 Divisions had operations
as of December 31, 1999 and are offered under other AGL Contracts."
<PAGE>
PART C
OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
(a) Financial Statements
PART A: None
PART B:
Financial Statements of the Select Reserve Divisions of American General
Life Insurance Company Separate Account D and Consolidated Financial
Statements of American General Life Insurance Company, described below,
were previously filed on March 30, 2000 in Post-Effective Amendment No. 4
to this Form N-4 registration statement (File No. 333-40637) and are
incorporated by reference herein.
(1) Financial Statements of the Select Reserve Divisions of American
General Life Insurance Company Separate Account D:
Report of Ernst & Young LLP, Independent Auditors
Statement of Net Assets as of December 31, 1999
Statement of Operations for the year ended December 31, 1999
Statement of Changes in Net Assets for the year ended December 31, 1999
Notes to Financial Statements
(2) Consolidated Financial Statements of American General Life Insurance
Company:
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Income for the years ended December 31, 1999,
1998 and 1997
Consolidated Statements of Comprehensive Income for the years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Shareholder's Equity for the years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
PART C: None
(b) Exhibits
1 (a) American General Life Insurance Company of Delaware Board
of Directors resolution authorizing the establishment of
Separate Account D./1/
C-1
<PAGE>
(b) Resolution of the Board of Directors of American General
Life Insurance Company of Delaware authorizing, among other
things, the redomestication of that company in Texas and the
renaming of that company as American General Life Insurance
Company./2/
(c) Resolution of the Board of Directors of American General
Life Insurance Company of Delaware providing, inter alia,
----- ----
for Registered Separate Accounts' Standards of Conduct./3/
2 None
3 (a) Form of Distribution Agreement between American General Life
Insurance Company and American General Distributors,
Inc./15/
(b)(i)(A) Form of fund Participation Agreement between American
General Life Insurance Company and American General Series
Portfolio Company./13/
(B) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated
and American General Series Portfolio Company./16/
(C) Amendment One to Participation Agreement by and between The
Variable Annuity Life Insurance Company, American General
Series Portfolio Company, American General Securities
Incorporated and American General Life Insurance Company
dated as of July 21, 1998./19/
(D) Form of Amendment Two to Participation Agreement by and
between The Variable Annuity Life Insurance Company,
American General Series Portfolio Company, American General
Securities Incorporated and American General Life Insurance
Company./20/
(E) Form of Amendment Three to Participation Agreement by and
between The Variable Annuity Life Insurance Company,
American General Series Portfolio Company, American General
Securities Incorporated and American General Life Insurance
Company./21/
(ii)(A) Form of fund Participation Agreement between American
General Life Insurance Company and Hotchkis and Wiley
Variable Trust./13/
C-2
<PAGE>
(ii)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, Hotchkis and Wiley Variable Trust, and
Hotchkis and Wiley dated as of February 26, 1998./18/
(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Hotchkis and Wiley Variable Trust
and Hotchkis and Wiley. (Filed herewith)
(iii)(A) Form of fund Participation Agreement between American
General Life Insurance Company and LEVCO Series Trust./13/
(iii)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, LEVCO Series Trust, and John A. Levin & Co.,
Inc., dated as of February 26, 1998./18/
(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American Geneal
Securities Incorporated, LEVCO Series Trust and John A.
Levin & Co., Inc. (Filed herewith)
(iv)(A) Form of fund Participation Agreement between American
General Life Insurance Company and Navellier Variable
Insurance Series Fund, Inc./13/
(iv)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, Navellier Variable Insurance Series Fund,
and Navellier & Associates, Inc. dated as of January 13,
1998./18/
(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Navellier Variable Insurance
Series Fund, Inc. and Navellier & Associates, Inc. (Filed
herewith)
(v)(A) Form of fund Participation Agreement between American
General Life Insurance Company and OFFITBANK Variable
Insurance Fund, Inc./13/
C-3
<PAGE>
(v)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, The OFFITBANK Variable Insurance Fund,
Inc., OFFITBANK, and OFFIT Funds Distributor, Inc.
dated as of February 26, 1998./18/
(ii) Form of First Amendment to Participation Agreement
among American General Life Insurance Company, American
General Securities Incorporated, The OFFITBANK Variable
Insurance Fund, Inc., OFFITBANK, and OFFIT Funds
Distributor, Inc. (Filed herewith)
(vi)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, Royce Capital Fund, and Royce &
Associates, Inc. dated as of August 1, 1998./18/
(ii) Form of Second Amendment to Participation Agreement
among American General Life Insurance Company, American
General Securities Incorporated, Royce Capital Fund,
and Royce & Associates, Inc. (Filed herewith)
(vii)(A) Form of fund Participation Agreement between American
General Life Insurance Company and Wright Managed Blue
Chip Series Trust./13/
(vii)(B)(i) Participation Agreement among American General Life
Insurance Company, American General Securities
Incorporated, Wright Managed Blue Chip Series Trust,
The Winthrop Corporation and Wright Investors' Service,
Inc. dated as of February 26, 1998./18/
(ii) Form of First Amendment to Participation Agreement
among American General Life Insurance Company, American
General Securities Incorporated, Wright Managed Blue
Chip Series Trust, The Winthrop Corporation and Wright
Investors' Service, Inc. (Filed herewith)
(c) Form of Agreement between American General Life
Insurance Company and Dealer regarding exchange and
allocation transaction requests./4/
4 (a) Specimen form of Combination Fixed and Variable
Deferred Annuity Select Reserve(SM) Contract (Form No.
97505)./11/
(b) Form of Qualified Contract Endorsement./2/
C-4
<PAGE>
(c) (i) Specimen form of Individual Retirement Annuity Disclosure
Statement and additional specialized forms available under
Contract Form No. 97505./5/
(ii) Specimen form of Individual Retirement Annuity
Endorsement./6/
(iii) Specimen form of IRA Instruction Form./4/
5 (a) Specimen form of Application for Contract Form No.
97505./11/
(b) (i) Specimen form of Separate Account D Election of Annuity
Payment Option/Change Form./4/
(ii) Specimen form of Absolute Assignment to Effect Section
1035(a) Exchange and Rollover of a Life Insurance Policy
or Annuity Contract./4/
(iii) Specimen form of Assignment and Transfer Request Form./5/
(c) (i) Form of Transaction Request Form./4/
(ii) Specimen form of Select Reserve(SM) Service Request,
including telephone transfer authorization./5/
(iii) Specimen form of confirmation of initial purchase payment
under Contract Form No. 97505./13/
(iv) Specimen Change Request Form./5/
(d) Specimen 1035 Exchange Instructions./5/
(e) Specimen Qualified and Non-Qualified Funds Transfer
Instructions./5/
(f) Specimen Change of Beneficiary Form./5/
(g) Specimen Request for Statement of Additional Information
for the Select Reserve Variable Annuity./5/
6 (a) (i) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31,
1991./2/
C-5
<PAGE>
(ii) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995./17/
(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992./4/
7 None
8 (a) Form of Revenue Sharing Agreement between American General
Series Portfolio Company and American General Life
Insurance Company./12/
(b) Form of Revenue Sharing Agreement between Hotchkis and
Wiley Variable Trust and American General Life Insurance
Company./12/
(c) Form of Revenue Sharing Agreement between LEVCO Series
Trust and American General Life Insurance Company./12/
(d) Form of Revenue Sharing Agreement between Navellier
Variable Insurance Series Fund, Inc. and American General
Life Insurance Company./12/
(e) Form of Revenue Sharing Agreement between OFFITBANK
Variable Insurance Fund, Inc. and American General Life
Insurance Company./12/
(f) Form of Revenue Sharing Agreement between Royce Capital
Fund and American General Life Insurance Company./12/
(g) Form of Revenue Sharing Agreement between Wright Managed
Blue Chip Series Trust and American General Life Insurance
Company./12/
(h) Form of services agreement, dated July 31, 1975, (limited
to introduction and first two recitals, and sections 1-3)
among various affiliates of American General Corporation,
including American General Life Insurance Company and
American General Independent Producer Division./14/
9 Opinion and consent of Counsel./13/
10 Consent of Independent Auditors. (Filed herewith)
11 None
C-6
<PAGE>
12 None
13 (a) Computations of hypothetical historical average annual
total returns for each Division available under Contract
Form No. 97505 for the one, five and ten year periods
ended December 31, 1996, and since inception./12/
(b) Computations of hypothetical historical cumulative total
returns for each Division available under Contract Form
No. 97505 for the one, five and ten year periods ended
December 31, 1996, and since inception./13/
(c) Computations of hypothetical historical seven day yield
and effective yield for the Money Market Division
available under Contract Form No. 97505 for the seven day
period ended December 31, 1996./13/
(d) Computations of hypothetical historical average annual
total returns, computations of hypothetical historical
total returns and computations of hypothetical historical
cumulative total returns for North American-AG
International Equities Fund, North American-AG MidCap
Index Fund, and North American-AG Stock Index Fund under
Contract Form No. 97505 for the one and five year periods
ended December 31, 1999, and since inception. (Filed
herewith)
14 Financial Data Schedule. (See Exhibit 27 below.)
15 (a) Power of Attorney with respect to Registration Statements
and Amendments thereto signed by Peter V. Tuters in his
capacity as director and, where applicable, officer of
American General Life Insurance Company./7/
(b) Power of Attorney with respect to Registration Statements
and Amendments thereto signed by Jon Newton in his
capacity as director and, where applicable, officer of
American General Life Insurance Company./8/
(c) Power of Attorney with respect to Registration Statements
and Amendments thereto signed by the following persons in
their capacities as directors and, where applicable,
officers of American General Life Insurance Company:
Messrs. Martin and Herbert./9/
C-7
<PAGE>
(d) Power of Attorney with respect to Registration Statements
and Amendments thereto signed by the following persons in
their capacities as directors and, where applicable,
officers of American General Life Insurance Company:
Messrs. Fravel and LaGrasse./10/
(e) Power of Attorney with respect to Registration Statements
and Amendments thereto signed by the following persons in
their capacities as directors and, where applicable,
officers of American General Life Insurance Company:
Messrs. D'Agostino, Imhoff and Polkinghorn./13/
27 (Inapplicable, because, notwithstanding Item 24.(b) as to
Exhibits, the Commission staff has advised that no such
Schedule is required.)
_______________
/1/ Incorporated by reference to initial filing of Form N-4 Registration
Statement (File No. 2-49805) of American General Life Insurance Company
Separate Account D filed on December 6, 1973.
/2/ Incorporated by reference to initial filing of Form N-4 Registration
Statement (File No. 33-43390) of American General Life Insurance Company
Separate Account D filed on October 16, 1991.
/3/ Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on December 31, 1991.
/4/ Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on April 30, 1992.
/5/ Included in Part A of this Amendment.
/6/ Incorporated by reference to Post-Effective Amendment No. 4 to Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on April 28, 1995.
/7/ Incorporated by reference to Post-Effective Amendment No. 3 to Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on March 2, 1994.
/8/ Incorporated by reference to Post-Effective Amendment No. 7 to Form N-4
Registration Statement (File No. 33-43390) of American General Life
Insurance Company Separate Account D filed on April 30, 1996.
C-8
<PAGE>
/9/ Incorporated by reference to Post-Effective Amendment No. 9 to Form
N-4 Registration Statement (File No. 33-43390) of American General
Life Insurance Company Separate Account D filed on August 16, 1996.
/10/ Incorporated by reference to Post-Effective Amendment No. 12 to Form
N-4 Registration Statement (File No. 33-43390) of American General
Life Insurance Company Separate Account D filed on April 30, 1997.
/11/ Incorporated by reference to initial filing of Form N-4 Registration
Statement (File No. 333-40637) of American General Life Insurance
Company Separate Account D filed on November 20, 1997.
/12/ Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 333-40637) of American General Life
Insurance Company Separate Account D filed on February 12, 1998.
/13/ Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 333-40637) of American General Life
Insurance Company Separate Account D filed on February 12, 1998.
/14/ Incorporated by reference to Post-Effective Amendment No. 23 to Form
N-4 Registration Statement (File No. 33-44745) of American General
Life Insurance Company Separate Account A filed on April 24, 1998.
/15/ Incorporated by reference to Post-Effective Amendment No. 18 to Form
S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R filed on October 11,
2000.
/16/ Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
Registration Statement (File No. 333-42567) of American General Life
Insurance Company Separate Account VL-R filed on March 23, 1998.
/17/ Incorporated by reference to Pre-Effective Amendment No. 3 to Form S-6
Registration Statement (File No. 333-53909) of American General Life
Insurance Company Separate Account VL-R filed on August 19, 1998.
/18/ Incorporated by reference to Post-Effective Amendment No. 4 to Form
N-4 Registration Statement (File No. 333-40637) of American General
Life Insurance Company Separate Account D filed on March 30, 1999.
/19/ Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 333-70667) of American General Life
Insurance Company Separate Account D filed on March 18, 1999.
C-9
<PAGE>
/20/ Incorporated by reference to Post-Effective Amendment No. 2 to Form
S-6 Registration Statement (File No. 333-80191) of American General
Life Insurance Company Separate Account VL-R filed on September 20,
2000.
/21/ Incorporated by reference to Post-Effective Amendment No. 4 to Form
S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R filed on October 11,
2000.
Item 25. Directors and Officers of the Depositor
The directors, executive officers, and, to the extent responsible for
variable annuity operations, other officers of the depositor are listed below.
Positions and
Name and Principal Offices with
Business Address the Depositor
------------------ -------------
Rodney O. Martin, Jr. Director, Chairman and
2929 Allen Parkway Chief Executive Officer
Houston, Texas 77019
Donald W. Britton Director and President
2929 Allen Parkway
Houston, Texas 77019
David A. Fravel Director and
2929 Allen Parkway Executive Vice President
Houston, Texas 77019
David L. Herzog Director, Executive Vice President
2929 Allen Parkway and Chief Financial Officer
Houston, Texas 77019
Royce G. Imhoff, II Director
2727-A Allen Parkway
Houston, Texas 77019
John V. LaGrasse Director,
2929 Allen Parkway Executive Vice President and
Houston, Texas 77019 Chief Technology Officer
Thomas M. Zurek Director,
2929 Allen Parkway Executive Vice President and
Houston, Texas 77019 General Counsel
Paul Mistretta Executive Vice President
2929 Allen Parkway
Houston, Texas 77019
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<PAGE>
Brian D. Murphy Executive Vice President
2727-A Allen Parkway
Houston, Texas 77019
Don M. Ward Executive Vice President
2727 Allen Parkway
Houston, Texas 77019
Wayne A. Barnard Senior Vice President
2727-A Allen Parkway
Houston, Texas 77019
Robert M. Beuerlein Senior Vice President
2727-A Allen Parkway and Chief Actuary
Houston, Texas 77019
David J. Dietz Senior Vice President-
390 Park Avenue Corporate Markets Group
New York, NY 10022-4684
William Guterding Senior Vice President
390 Park Avenue
New York, NY 10022-4684
Robert F. Herbert, Jr. Senior Vice President,
2727-A Allen Parkway Treasurer and Controller
Houston, Texas 77019
Simon J. Leech Senior Vice President
2727-A Allen Parkway
Houston, Texas 77019
Michael B. Boesen Vice President
2727-A Allen Parkway
Houston, Texas 77019
Richard L. Gravette Vice President and
2727-A Allen Parkway Assistant Treasurer
Houston, Texas 77019
Farideh Farrokhi Vice President
2727-A Allen Parkway
Houston, Texas 77019
Jeanmarie Jacoby Vice President
2727-A Allen Parkway
Houston, Texas 77019
C-11
<PAGE>
W. Larry Mask Vice President, Real Estate
2929 Allen Parkway Investment Officer and
Houston, Texas 77019 Assistant Secretary
Rosalia S. Nolan Vice President
2727-A Allen Parkway
Houston, Texas 77019
Rembert R. Owen, Jr. Vice President, Real Estate
2929 Allen Parkway Investment Officer and
Houston, Texas 77019 Assistant Secretary
Dennis H. Roberts Vice President
2727-A Allen Parkway
Houston, Texas 77019
Dale W. Sachtleben Vice President
#1 Franklin Square
Springfield, Illinois 62713-0001
Richard W. Scott Vice President and
2929 Allen Parkway Chief Investment Officer
Houston, Texas 77019
T. Clay Spires Vice President
2727-A Allen Parkway
Houston, Texas 77019
Julia S. Tucker Vice President
2929 Allen Parkway
Houston, Texas 77019
Diane S. Workman Vice President
#1 Franklin Square
Springfield, Illinois 62713-0001
Pauletta P. Cohn Secretary
2929 Allen Parkway
Houston, Texas 77019
Joyce R. Bilski Administrative Officer
2727-A Allen Parkway
Houston, Texas 77019
Timothy M. Donovan Administrative Officer
2727-A Allen Parkway
Houston, Texas 77019
C-12
<PAGE>
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
The following is a list of American General Corporation's subsidiaries as of
September 30, 2000. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are indicated by indentations and unless
otherwise indicated, all subsidiaries are wholly owned. Inactive subsidiaries
are denoted by an asterisk (*).
Jurisdiction of
Name Incorporation
---- ---------------
AGC Life Insurance Company..................................... Missouri
American General Property Insurance Company/16/............... Tennessee
American General Property Insurance Company of Florida....... Florida
American General Life and Accident Insurance Company/6/....... Tennessee
American General Life Insurance Company/7/.................... Texas
American General Annuity Service Corporation................. Texas
American General Life Companies.............................. Delaware
American General Life Insurance Company of New York.......... New York
The Winchester Agency Ltd................................... New York
The Variable Annuity Life Insurance Company.................. Texas
Parkway 1999 Trust/17/ ..................................... Maryland
PESCO Plus, Inc/14/......................................... Delaware
American General Gateway Services, L.L.C./15/............... Delaware
The Variable Annuity Marketing Company...................... Texas
American General Financial Advisors, Inc.................... Texas
American General Retirement Services Company................ Texas
VALIC Trust Company......................................... Texas
American General Assignment Corporation of New York......... New York
The Franklin Life Insurance Company........................... Illinois
The American Franklin Life Insurance Company................. Illinois
Franklin Financial Services Corporation...................... Delaware
HBC Development Corporation................................... Virginia
Templeton American General Life of Bermuda, Ltd/13/........... Bermuda
Western National Corporation.................................. Delaware
WNL Holding Corp............................................. Delaware
American General Annuity Insurance Company.................. Texas
American General Assignment Corporation..................... Texas
American General Distributors, Inc.......................... Delaware
A.G. Investment Advisory Services, Inc...................... Delaware
American General Financial Institution Group, Inc........... Delaware
WNL Insurance Services, Inc................................. Delaware
American General Asset Management Corp......................... Delaware
American General International, Inc............................ Delaware
American General Enterprise Services, Inc...................... Delaware
American General Corporation*.................................. Delaware
American General Delaware Management Corporation/1/............ Delaware
American General Finance, Inc.................................. Indiana
HSA Residential Mortgage Services of Texas, Inc............... Delaware
AGF Investment Corp........................................... Indiana
American General Auto Finance, Inc............................ Delaware
American General Finance Corporation/8/....................... Indiana
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<PAGE>
<TABLE>
<S> <C>
American General Finance Group, Inc............................. Delaware
American General Financial Services, Inc./9 /.................. Delaware
The National Life and Accident Insurance Company.............. Texas
Merit Life Insurance Co......................................... Indiana
Yosemite Insurance Company...................................... Indiana
American General Finance, Inc.................................... Alabama
A.G. Financial Service Center, Inc............................... Utah
American General Bank, FSB....................................... Utah
American General Financial Center, Inc.*......................... Indiana
American General Financial Center, Incorporated*................. Indiana
American General Financial Center Thrift Company*................ California
Thrift, Incorporated*............................................ Indiana
American General Funds Distributors, Inc.......................... Delaware
American General Investment Advisory Services, Inc.*.............. Texas
American General Investment Holding Corporation/10/............... Delaware
American General Investment Management, L.P./10/................. Delaware
American General Investment Management Corporation/10/............ Delaware
American General Realty Advisors, Inc............................. Delaware
American General Realty Investment Corporation.................... Texas
AGLL Corporation/11/............................................. Delaware
American General Land Holding Company............................ Delaware
AG Land Associates, LLC/11/..................................... California
GDI Holding, Inc.*/12/........................................... California
Pebble Creek Service Corporation................................. Florida
SR/HP/CM Corporation............................................. Texas
Green Hills Corporation........................................... Delaware
Knickerbocker Corporation......................................... Texas
American Athletic Club, Inc...................................... Texas
Pavilions Corporation............................................. Delaware
USLIFE Corporation................................................ Delaware
All American Life Insurance Company.............................. Illinois
American General Assurance Company............................... Illinois
American General Indemnity Company.............................. Nebraska
USLIFE Credit Life Insurance Company of Arizona................. Arizona
American General Life Insurance Company of Pennsylvania.......... Pennsylvania
I.C. Cal*......................................................... California
North Central Administrators, Inc................................. Minnesota
North Central Life Insurance Company.............................. Minnesota
North Central Caribbean Life, Ltd................................ Nevis
The Old Line Life Insurance Company of America.................... Wisconsin
The United States Life Insurance Company in the City of New York.. New York
American General Bancassurance Services, Inc...................... Illinois
USMRP, Ltd....................................................... Turks & Caicos
USLIFE Realty Corporation......................................... Texas
USLIFE Real Estate Services Corporation......................... Texas
USLIFE Systems Corporation........................................ Delaware
</TABLE>
American General Finance Foundation, Inc. is not included on this list. It is a
non-profit corporation.
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<PAGE>
NOTES
/1/ The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:
American General Capital, L.L.C.
American General Delaware, L.L.C.
/2/ On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common securities
of AG Cap Trust A and AG Cap Trust B are held by AGC.
/3/ On November 14, 1997, American General Capital I, American General Capital
II, American General Capital III, and American General Capital IV
(collectively, the "Trusts"), all Delaware business trusts, were created.
Each of the Trusts' business and affairs are conducted through its
trustees: Bankers Trust (Delaware) and James L. Gleaves (not in his
individual capacity, but solely as Trustee).
/4/ On July 10, 1997, the following insurance subsidiaries of AGC became the
direct owners of the indicated percentages of membership units of SBIL B,
L.L.C. ("SBIL B"), a U.S. limited liability company: VALIC (22.6%), FL
(8.1%), AGLA (4.8%) and AGL (4.8%). Through their aggregate 40.3% interest
in SBIL B, VALIC, FL, AGLA and AGL indirectly own approximately 28% of the
securities of SBI, an English company, and 14% of the securities of ESBL,
an English company, SBP, an English company, and SBFL, a Cayman Islands
company. These interests are held for investment purposes only.
/5/ Effective December 5, 1997, AGC and Grupo Nacional Provincial, S.A. ("GNP")
completed the purchase by AGC of a 40% interest in Grupo Nacional
Provincial Pensions S.A. de C.V., a new holding company formed by GNP, one
of Mexico's largest financial services companies.
/6/ AGLA owns approximately 12% of Whirlpool Financial Corp. ("Whirlpool")
preferred stock. AGLA's holdings in Whirlpool represents approximately 3%
of the voting power of the capital stock of Whirlpool. The interests in
Whirlpool (which is a corporation that is not associated with AGC) are held
for investment purposes only.
/7/ AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:
American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc. (Massachusetts)
In addition, the following agencies are indirectly related to AGSI, but not
owned or controlled by AGSI:
American General Insurance Agency of Ohio, Inc. (Ohio)
American General Insurance Agency of Texas, Inc. (Texas)
C-15
<PAGE>
American General Insurance Agency of Oklahoma, Inc. (Oklahoma)
Insurance Masters Agency, Inc. (Texas)
The foregoing indirectly related agencies are not affiliates or
subsidiaries of AGL under applicable holding company laws, but they are
part of the AGC group of companies under other laws.
/8/ American General Finance Corporation is the parent of an additional 42
wholly-owned subsidiaries incorporated in 25 states for the purpose of
conducting its consumer finance operations, in addition to those noted in
footnote 9 below.
/9/ American General Financial Services, Inc., is the direct or indirect parent
of an additional 8 wholly-owned subsidiaries incorporated in 5 states and
Puerto Rico for the purpose of conducting its consumer finance operations.
/10/ American General Investment Management, L.P., a Delaware limited
partnership, is jointly owned by AGIHC and AGIMC. AGIHC holds a 99% limited
partnership interest, and AGIMC owns a 1% general partnership interest.
/11/ AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.
/12/ AGRI owns a 75% interest in GDI Holding, Inc.
/13/ AGCL owns 50% of the common stock of TAG Life. Templeton International,
Inc., a Delaware corporation, owns the remaining 50% of TAG Life. Templeton
International, Inc. is not affiliated with AGC.
/14/ VALIC holds 90% of the outstanding common shares of PESCO Plus, Inc. The
Florida Education Association/United, a Florida teachers union and
unaffiliated third party, holds the remaining 10% of the outstanding common
shares.
/15/ VALIC holds 90% of the outstanding common shares of American General
Gateway Services, L.L.C. Gateway Investment Services, Inc., a California
corporation and an unaffiliated third party, holds the remaining 10% of the
outstanding common shares.
/16/ AGPIC is jointly owned by AGCL and AGLA. AGCL owns 51.85% and AGLA owns
48.15% of the issued and outstanding shares of AGPIC.
/17/ Parkway 1999 Trust was formed as a Maryland business trust to function as
an investment subsidiary. VALIC owns 100% of its common equity.
Revised 10/9/2000
Company abbreviations as used in Item 26:
State/Jur.
Abb. Company of Domicile
---------- ------- -----------
AAL All American Life Insurance Company..................... IL
AAth American Athletic Club, Inc............................. TX
C-16
<PAGE>
AFLI The American Franklin Life Insurance Company............ IL
AGAIC American General Annuity Insurance Company.............. TX
AGAMC American General Asset Management Corp.................. DE
ASGN-NY American General Assignment Corporation of New York..... NY
AGAC American General Assurance Company...................... IL
AGAS American General Annuity Service Corporation............ TX
AGBS American General Distributors, Inc...................... DE
AGB American General Bank, FSB.............................. UT
AGC American General Corporation............................ TX
AGCL AGC Life Insurance Company.............................. MO
AGDMC American General Delaware Management Corporation........ DE
AGES American General Enterprise Services, Inc............... DE
AGF American General Finance, Inc........................... IN
AGFC American General Finance Corporation.................... IN
AGFCI American General Financial Center, Incorporated......... IN
AGFCT American General Financial Center Thrift Company........ CA
AGFG American General Finance Group, Inc..................... DE
AGFDI American General Funds Distributors, Inc................ DE
AGF Inv AGF Investment Corp..................................... IN
AGFn A.G. Financial Service Center, Inc...................... UT
AGFnC American General Financial Center, Inc.................. IN
AGFS American General Financial Services, Inc................ DE
AGFA American General Financial Advisors, Inc................ TX
AGFIG American General Financial Institutions Group, Inc...... DE
AGGS American General Gateway Services, L.L.C................ DE
AGIA American General Insurance Agency, Inc.................. MO
AGIAH American General Insurance Agency of Hawaii, Inc........ HI
AGIAM American General Insurance Agency of Massachusetts, Inc. MA
AGIAO American General Insurance Agency of Ohio, Inc.......... OH
AGIAOK American General Insurance Agency of Oklahoma, Inc...... OK
AGIAS A.G. Investment Advisory Services, Inc.................. DE
AGIAT American General Insurance Agency of Texas, Inc......... TX
AGII American General International, Inc..................... DE
AGIHC American General Investment Holding Corporation......... DE
AGIM American General Investment Management, L.P............. DE
AGIMC American General Investment Management Corporation...... DE
AGIND American General Indemnity Company...................... NE
AGL American General Life Insurance Company................. TX
AGLC American General Life Companies Y....................... DE
AGLA American General Life and Accident Insurance Company.... TN
AGLH American General Land Holding Company................... DE
AGLL AGLL Corporation........................................ DE
AGNY American General Life Insurance Company of New York..... NY
AGPA American General Life Insurance Company of Pennsylvania. PA
AGPIC American General Property Insurance Company............. TN
AGRA American General Realty Advisors, Inc................... DE
AGRI American General Realty Investment Corporation.......... TX
AGRSC American General Retirement Services Company............ TX
AGSI American General Securities Incorporated................ TX
AGX American General Exchange, Inc.......................... TN
C-17
<PAGE>
ASGN American General Assignment Corporation................. TX
FFSC Franklin Financial Services Corporation................. DE
FL The Franklin Life Insurance Company..................... IL
GHC Green Hills Corporation................................. DE
HBDC HBC Development Corporation............................. VA
KC Knickerbocker Corporation............................... TX
ML Merit Life Insurance Co................................. IN
NLA The National Life and Accident Insurance Company........ TX
NCA North Central Administrators, Inc....................... MN
NCL North Central Life Insurance Company.................... MN
NCCL North Central Caribbean Life, Ltd....................... T&C
OLL The Old Line Life Insurance Company of America.......... WI
PKWY Parkway 1999 Trust...................................... MD
PAV Pavilions Corporation................................... DE
PCSC Pebble Creek Service Corporation........................ FL
PIFLA American General Property Insurance Company of Florida.. FL
PPI PESCO Plus, Inc......................................... DE
RMST HSA Residential Mortgage Services of Texas, Inc......... DE
SRHP SR/HP/CM Corporation.................................... TX
TAG Life Templeton American General Life of Bermuda, Ltd......... BA
TI Thrift, Incorporated.................................... IN
UAS American General Bancassurance Services, Inc............ IL
UC USLIFE Corporation...................................... DE
UCLA USLIFE Credit Life Insurance Company of Arizona......... AZ
URC USLIFE Realty Corporation............................... TX
URSC USLIFE Real Estate Service Corporation.................. TX
USC USLIFE Systems Corporation.............................. DE
USL The United States Life Insurance Company in the City of
New York................................................ NY
USMRP USMRP, Ltd.............................................. T&C
VALIC The Variable Annuity Life Insurance Company............. TX
VAMCO The Variable Annuity Marketing Company.................. TX
VTC VALIC Trust Company TX
WA The Winchester Agency Ltd............................... NY
WIS WNL Insurance Services, Inc............................. DE
WNC Western National Corporation............................ DE
WNLH WNL Holding Corp........................................ DE
YIC Yosemite Insurance Company.............................. IN
Item 27. Number of Contract Owners
As of November 1, 2000, there were 2 owners of Qualified Contracts offered
by this Registration Statement and 83 owners of Non-Qualified Contracts
offered by this Registration Statement.
Item 28. Indemnification
Article VII, section 1, of the Company's By-Laws provides, in part, that
the Company shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action
by or in the right of the Company) by reason of the fact that such
C-18
<PAGE>
person is or was serving at the request of the Company, against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in the best
interest of the Company and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful.
Article VII, section 1 (in part), section 2, and section 3, provide that
the Company shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the Company to procure a judgment in
its favor by reason of the fact that such person is or was acting in behalf
of the Company, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith, in a manner such person believed to be in the
best interests of the Company, and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances. No indemnification shall be made under section 1:
(a) in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the Company, unless and only to the
extent that the court in which such action was brought shall determine upon
application that, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for the expenses which such
court shall determine; (b) of amounts paid in settling or otherwise
disposing of a threatened or pending action with or without court approval;
or (c) of expense incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval.
Article VII, section 3, provides that, with certain exceptions, any
indemnification under Article VII shall be made by the Company only if
authorized in the specific case, upon a determination that indemnification
of the person is proper in the circumstances because the person has met the
applicable standard of conduct set forth in section 1 of Article VII by (a)
a majority vote of a quorum consisting of directors who are not parties to
such proceeding; (b) approval of the shareholders, with the shares owned by
the person to be indemnified not being entitled to vote thereon; or (c) the
court in which such proceeding is or was pending upon application made by
the Company or the indemnified person or the attorney or other persons
rendering services in connection with the defense, whether or not such
application by the attorney or indemnified person is opposed by the
Company.
Article VII, section 7, provides that for purposes of Article VII, those
persons subject to indemnification include any person who is or was a
director, officer, or employee of the Company, or is or was serving at the
request of the Company as a director, officer, or employee of another
foreign or domestic corporation which was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor
corporation.
Insofar as indemnification for liability arising under the Securities Act
of 1933 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
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<PAGE>
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.
Item 29. Principal Underwriters
(a) Registrant's principal underwriter, American General Distributors,
Inc., also acts as principal underwriter for American General Life
Insurance Company Separate Account A and American General Life
Insurance Company Separate Account VL-R.
(b) The directors and principal officers of the principal underwriter are:
<TABLE>
<CAPTION>
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Distributors, Inc.
----------------- ------------------
<S> <C>
Robert P. Condon Director and Chairman,
The Variable Annuity Life Insurance Company Chief Executive Officer and President
2929 Allen Parkway
Houston, TX 77019
Mary L. Cavanaugh Director and Secretary
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Thomas G. Norwood Director, Chief Financial
The Variable Annuity Life Insurance Company Officer and Treasurer
2929 Allen Parkway
Houston, TX 77019
Jane E. Bates Vice President and
The Variable Annuity Life Insurance Company Chief Compliance Officer
2929 Allen Parkway
Houston, Texas 77019
V. Keith Roberts Vice President - Operations
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77019
D. Lynne Walters Tax Officer
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
</TABLE>
C-20
<PAGE>
Cheryl G. Hemley Assistant Secretary
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Daniel R. Cricks Assistant Tax Officer
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Jim D. Bonsall Assistant Treasurer
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Steven Rubinstein Assistant Treasurer
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77019
Marylyn S. Zlotnick Assistant Treasurer
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
(c) American General Distributors, Inc. is the principal underwriter for
Separate Account D. The licensed agents who sell the Flexible Payment
Variable and Fixed Individual Deferred Annuity Contracts are
compensated for such sales by commissions paid by AGL. These
commissions do not result in any charge to Separate Account D or to
Contract Owners, Annuitants or Beneficiaries, as those terms are
defined in Flexible Payment Variable and Fixed Individual Deferred
Annuity Contracts, in addition to the charges described in the
prospectuses for such Contracts.
Item 30. Location of Records
All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1
through 31a-3 thereunder, are maintained and in the custody of American
General Life Companies at its principal executive office located at 2727-A
Allen Parkway, Houston, TX 77019.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The Registrant undertakes: A) to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration
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<PAGE>
Statement are never more than 16 months old for so long as payments under
the Contracts may be accepted; B) to include either (1) as part of any
application to purchase a Contract offered by a prospectus, a space that an
applicant can check to request a Statement of Additional Information, or
(2) a toll-free number or a post card or similar written communication
affixed to or included in the applicable prospectus that the applicant can
use to send for a Statement of Additional Information; C) to deliver any
Statement of Additional Information and any financial statements required
to be made available under this form promptly upon written or oral request.
Representation Regarding the Reasonableness of Aggregate Fees and Charges
Deducted Under the Contracts Pursuant to Section 26)(e)(2)(A) of the Investment
Company Act of 1940
AGL represents that the fees and charges deducted under the Contracts, in
the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by AGL.
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<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her attorney-in-fact to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this Registration Statement, which amendment or amendments may make such changes
and additions to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, American General Life Insurance Company Separate Account
D, certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this amended Registration Statement and has duly caused this
Registration Statement to be signed on its behalf, in the City of Houston, and
State of Texas on this 16th day of November, 2000.
AMERICAN GENERAL LIFE INSURANCE
COMPANY
SEPARATE ACCOUNT D
(Registrant)
BY: AMERICAN GENERAL LIFE INSURANCE
COMPANY
(On behalf of the Registrant and itself)
BY: /s/ ROBERT F. HERBERT, JR.
------------------------------------------
Robert F. Herbert, Jr.
Senior Vice President, Treasurer
and Controller
[SEAL]
ATTEST: /s/ LAUREN W. JONES
----------------------------------
Lauren W. Jones
Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following officers and directors
of American General Life Insurance Company in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ RODNEY O. MARTIN, JR. Director, Chairman and November 16, 2000
-------------------------
Rodney O. Martin, Jr. Chief Executive Officer
/s/ DONALD W. BRITTON Director and President November 16, 2000
---------------------
Donald W. Britton
/s/ DAVID L. HERZOG Director, Executive Vice President November 16, 2000
-------------------
David L. Herzog and Chief Financial Officer
/s/ DAVID A. FRAVEL Director November 16, 2000
-------------------
David A. Fravel
/s/ ROYCE G. IMHOFF, II Director November 16, 2000
-----------------------
Royce G. Imhoff, II
/s/ JOHN V. LAGRASSE Director November 16, 2000
--------------------
John V. LaGrasse
/s/ THOMAS M. ZUREK Director November 16, 2000
-------------------
Thomas M. Zurek
<PAGE>
EXHIBIT INDEX
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3(b)(ii)(B)(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Hotchkis and Wiley Variable Trust
and Hotchkis and Wiley.
3(b)(iii)(B)(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, LEVCO Series Trust and John A.
Levin & Co., Inc.
3(b)(iv)(B)(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Navellier Variable Insurance Series
Fund, Inc. and Navellier & Associates, Inc.
3(b)(v)(B)(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, The OFFITBANK Variable Insurance
Fund, Inc., OFFITBANK, and OFFIT Funds Distributor, Inc.
3(b)(vi)(B)(ii) Form of Second Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Royce Capital Fund, and Royce &
Associates, Inc.
3(b)(vii)(B)(ii) Form of First Amendment to Participation Agreement among
American General Life Insurance Company, American General
Securities Incorporated, Wright Managed Blue Chip Series
Trust, The Winthrop Corporation and Wright Investors'
Service, Inc.
10 Consent of Independent Auditors.
13(d) Computations of hypothetical historical average annual total
returns, computations of hypothetical historical total
returns and computations of hypothetical historical
cumulative total returns for North American-AG International
Equities Fund, North American-AG MidCap Index Fund, and
North American-AG Stock Index Fund under Contract Form No.
97505 for the one and five year periods ended December 31,
1999, and since inception.
