AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
497, 1996-04-26
Previous: CARDINAL GROUP, 485BPOS, 1996-04-26
Next: GLENBROOK LIFE & ANNUITY CO VARIABLE ANNUITY ACCOUNT, 485BPOS, 1996-04-26



<PAGE>
 
                                   INVE$TRAC
                                     GOLD

                               Variable Annuity

                                  PROSPECTUS
                                     FOR 
                          VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY
<PAGE>
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
<PAGE>
 
                          VARIABLE ANNUITY CONTRACTS
                                   issued by
                      AMERICAN NATIONAL INSURANCE COMPANY
                                ONE MOODY PLAZA
                          GALVESTON, TEXAS 77550-7999
                                (409) 763-4661

This Prospectus describes the deferred annuity and immediate annuity forms
of individual Variable Annuity Contracts (the "Contracts") offered by American
National Insurance Company ("American National"). The Contracts are designed to
provide an investment vehicle for the accumulation of capital on a tax-deferred
basis for retirement or other long-term purposes. The Deferred Annuity
Contracts provide for annuity payments commencing at some later date specified
by the Contractowner. The Immediate Annuity Contracts provide for annuity
payments commencing immediately. 

Unlike traditional guaranteed annuities, the Contracts provide for
Accumulation Values and annuity payment amounts which are based on and vary
with the investment performance of Subaccounts of the American National
Variable Annuity Separate Account (the "Separate Account") and/or the American
National Fixed Account. The assets of the Subaccounts are invested in the
portfolios of American National Investment Accounts, Inc. (the "American
National Fund") and in the portfolios of Variable Insurance Products Fund and
Variable Insurance Products Fund II (sometimes referred to, collectively, as
the "Fidelity Funds"). The portfolios of the American National Fund and the
portfolios of the Fidelity Funds that are available for investment will
sometimes be referred to, individually, as an "Eligible Portfolio" and,
collectively, as the "Eligible Portfolios". 

The Separate Account is registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940 (the "1940
Act") as a unit investment trust, which is a type of investment company. The
Separate Account currently has fourteen separate Subaccounts: the AN Money
Market, the AN Growth, the Balanced, the Managed, the Investment Grade Bond,
the Asset Manager, the Index 500, the FID Money Market, the Equity-Income, the
High Income, the FID Growth, the Overseas, the Contrafund and the Asset
Manager: Growth Subaccounts. The assets of such Subaccounts are invested in
shares of a corresponding Eligible Portfolio. The accompanying prospectuses for
the American National Fund and the Fidelity Funds describe the investment
objectives, policies and the risks of each of the Eligible Portfolios.
 
The Fixed Account is funded by the general assets of American National.

Although the contracts are designed primarily to offer benefits based on
investment performance, all or a portion of the annuity payments can be in the
form of a traditional guaranteed annuity.

The Contractowner has the right to examine a Contract and return it to
American National during what is generally known as the "free look" period.
American National will then refund the greater of all Purchase Payments made by
the Contractowner or the Accumulation Value plus the amount of any charges for
state premium taxes, mortality and expense risk and advisory fees. The "free
look" period is established by state law and generally runs ten days after the
Contractowner receives the Contract.

This Prospectus sets forth the information that a prospective investor
should know before investing. A Statement of Additional Information about the
Contract is free and may be obtained by writing American National at the
address above. The Statement of Additional Information which has the same date
as this Prospectus, has been filed with the Securities and Exchange Commission.
The Table of Contents of such Statement of Additional Information is set forth
in this Prospectus on page 26.

               This Prospectus is valid only when accompanied by
   Current Prospectuses For The American National Investment Accounts, Inc.,
   Variable Insurance Products Fund and Variable Insurance Products Fund II.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE SECURITIES
          REGULATORY AUTHORITY, NOR HAS THE COMMISSION, OR ANY STATE
                       SECURITIES REGULATORY AUTHORITY, 
           PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   Please Read This Prospectus Carefully And Retain It For Future Reference.
    
                The Date of This Prospectus is April 30, 1996.    

                                       1
<PAGE>
 









                                       2
<PAGE>
 
                               TABLE OF CONTENTS


                                                                         Page

Glossary of Terms                                                           5
Summary of the Contracts                                                    7
  Purpose of the Contracts                                                  7
  Investment Options                                                        7
  Purchasing a Variable Annuity Contract                                    7
  Allocations and Transfers                                                 7
  How the Death Benefit Varies                                              7
  Surrenders from the Contract prior to Annuity Date                        7
  How Annuity Payments are Determined                                       7
Your Right to Cancel the Variable Annuity Contract                          7
Summary of Expenses                                                         8
  Expenses During the Accumulation Period                                   8
  Expenses During the Annuity Period                                       11
Accumulation Unit Values                                                   11
American National Insurance Company
 and the Separate Account                                                  12
  American National Insurance Company                                      12
  The Separate Account                                                     12
  The American National Fund                                               12
  The Fidelity Funds                                                       13
  Addition, Deletion or Substitution of Investments                        14
Fixed Account                                                              15
Contracts                                                                  15
  Purpose of the Contracts                                                 15
  Types of Contracts                                                       15
  Contract Application and Purchase Payments                               16
  Allocation of Purchase Payments                                          16
  Crediting of Accumulation Units                                          16
  Determining the Accumulation Unit Values                                 16
  Transfers Prior to Annuity Date                                          16
Contractowner Inquiries                                                    17
Charges and Deductions During the Accumulation Period                      17
  Surrender Charge                                                         17
  Other Charges                                                            17
  (a)     Administrative Charges                                           17
  (b)     State Premium Taxes                                              17
  (c)     Mortality and Expense Risk Fee                                   18
  (d)     Distribution Expense Charge                                      18
  (e)     Charges for Taxes                                                18
  (f)     Exchange Fee                                                     18
  Deduction of Fees                                                        18
  Exceptions to Charges                                                    18
Distributions Under the Contract Accumulation Period                       19
  Full and Partial Surrenders                                              19
  Policy Loans in Special Circumstances                                    19
  Policy Loans                                                             19
  Death Benefit During Accumulation Period                                 20
Annuity Period                                                             20
  Election of Annuity Date and Form of Annuity                             20
  Allocation of Benefits                                                   21
  Annuity Options                                                          21
  Value of Variable Annuity Payments: Assumed Investment Rates             21
  Annuity Provisions                                                       22
Federal Tax Matters                                                        22
  Introduction                                                             22
  Taxation of Annuities in General                                         22

                                       3
<PAGE>
 
                                                                         Page

  Penalty Tax on Distributions                                             23
  Qualified Contracts                                                      23
Performance                                                                23
Distributor of the Contracts                                               24
Safekeeping of the Separate Account's Assets                               24
Voting Rights                                                              24
State Regulation of American National                                      25
Legal Matters                                                              25
Legal Proceedings                                                          25
Experts                                                                    25
Additional Information                                                     25
Financial Statements                                                       25
Table of Contents of Statement of Additional Information                   26

                                       4
<PAGE>
 
                               GLOSSARY OF TERMS

The following definitions may be useful in reading this Prospectus.

Certain additional terms are defined in the text.

Accumulation Period - The period from the date Accumulation Units are first
purchased under a Contract to the earliest of the Annuity Date, the date the
Contract is surrendered for its then current value or the date of the
individual Contractowner's death.

Accumulation Unit - A standard of measurement used with respect to each
Subaccount to calculate the value of a Contract during the Accumulation Period.
The value of an Accumulation Unit fluctuates with the value of the shares of
the corresponding Eligible Portfolio owned by each Subaccount less any
applicable deductions (see "Charges and Deductions," page 17).

Accumulation Unit Value - The value of an Accumulation Unit.

Accumulation Value - The Accumulation Value of a Contract is the sum of: (i)
the total Accumulation Units in Subaccounts times the respective Accumulation
Unit Values of such Subaccounts, (ii) the Contractowner's value in the Fixed
Account, and (iii) the Contractowner's value held in American National's
General Account to secure policy loans on such Contracts.

Annuitant - The person or persons upon whose life expectancy the Contract is
written. The Annuitant may also be the Contractowner.

Annuity Date - The date on which the Accumulation Period changes to the
Annuity Period.

Annuity Period - The period of time during which annuity payments are being
made.

Annuity Unit - A standard of measurement used with respect to each
Subaccount to calculate the dollar amount of annuity payments during the
Annuity Period. The value of an Annuity Unit fluctuates with the value of
shares of the corresponding Eligible Portfolio owned by each Subaccount less
any applicable deductions. (See "Charges and Deductions," page 17).

Contract - A Variable Annuity Contract issued pursuant to this Prospectus
which sets forth the obligations and contractual promises which American
National makes to the Contractowner. 

Contractowner - The person or entity entitled to exercise rights of
ownership in a Contract prior to the Annuity Date or termination of the
Contract. The Contractowner and the Annuitant need not be the same.

Contract Year - The period from the date the first Purchase Payment is
credited to the Contract until the immediately preceding day of the succeeding
year. (February 29 will be treated as February 28 for the purpose of this
definition).

Deferred Annuity Contract - A Contract in which annuity payments commence at
some future date specified by the Contractowner.

Eligible Portfolio - A Portfolio of The American National Fund or the
Fidelity Funds which corresponds to and in which a Subaccount can be invested.

Fixed Account - An account that is a part of American National's General
Account to which all or a portion of Net Purchase Payments and transfers may be
allocated for accumulation at fixed rates of interest.

General Account - The General Account of American National which includes
all of American National's assets except those assets segregated into its
separate accounts.

Guaranteed Annuity - An annuity under which the amount of each annuity
payment is guaranteed by American National during the Annuity Period.

Immediate Annuity - A Contract purchased with a single Purchase Payment,
which provides immediate annuity payments on an annual, semi-annual, quarterly
or monthly schedule to the Contractowner.

Minimum Guaranteed Death Benefit - For all dates up to and including the
first Six-Year Anniversary Date, the Minimum Guaranteed Death Benefit will
equal Purchase Payments less Partial Surrender Reductions made on or before
such date. For all subsequent Six-Year Anniversary Dates, the Minimum
Guaranteed Death Benefit will equal the greater of: (i) the Accumulation Value
on such Six-Year Anniversary Date, or (ii) the Minimum Guaranteed Death Benefit
for the immediately preceding Six-Year Anniversary Date, plus Purchase Payments
and less Partial Surrender Reductions made since such immediately preceding
Six-Year Anniversary Date. For all other dates, the Minimum Guaranteed Death
Benefit will equal the Minimum Guaranteed Death Benefit for the immediately
preceding Six-Year Anniversary Date plus Purchase Payments and less Partial
Surrender Reductions made since such immediately preceding Six-Year Anniversary
Date.

Mortality and Expense Risk Fee - The amount payable to American National for
accepting mortality and expense risks.

Net Purchase Payment - The Purchase Payment less any government entity
premium tax charge.

Non-Qualified Contract - A Contract issued in connection with a retirement
plan that does not receive favorable tax treatment under the Internal Revenue
Code.

Partial Surrender Reduction - An amount equal to (i) the amount of a
surrender, multiplied by (ii) the Minimum Guaranteed Death Benefit on the date
immediately prior to a surrender over the Accumulation Value on the date
immediately prior to the surrender.

Plan - A document or agreement defining the retirement benefits and those
eligible to receive them. The Plan is not a part of a Contract and American
National is not a party to a Plan.

                                       5
<PAGE>
 
Policy Debt - The sum of all unpaid policy loans and accrued interest
thereon.

Portfolio - A separate series of capital securities designed to meet
specified investment objectives. The American National Fund currently consists
of four portfolios, all of which are Eligible Portfolios. The Fidelity Funds
currently consist of ten portfolios, all of which are Eligible Portfolios.

Purchase Payment - A payment made into a Contract during the Accumulation
Period.

Qualified Contract - A Contract issued in connection with a Plan that
receives favorable tax treatment under the Internal Revenue Code of 1986.

Six-Year Anniversary Date - The last day of each Contract Year prior to the
Annuitant's 75th birthday which is evenly divisible by six.

Subaccount - A subdivision of the Separate Account. Each Subaccount invests
exclusively in the shares of a corresponding Eligible Portfolio.

Valuation Date - A valuation date is each day on which the New York Stock
Exchange ("NYSE") is open for trading.

Valuation Period - The period commencing at the close of regular trading on
the NYSE on one Valuation Date and ending at the close of regular trading on
the NYSE on the next succeeding Valuation Date.

Variable Annuity - An annuity providing payments which vary in dollar amount
depending on the investment results of the American National Fund or the
Fidelity Funds.

                                       6
<PAGE>
 
                           SUMMARY OF THE CONTRACTS

Purpose of the Contracts

The purpose of the Contracts is to provide Accumulation Values and/or
Annuity Payments which are expected to reflect changes in the cost of living to
a greater degree than a traditional Guaranteed Annuity. The Contracts offer
Contractowners the opportunity to vary the Accumulation Value based on the
performance of the investments chosen by the Contractowner through two
different types of Variable Annuity Contracts: a Deferred Annuity and an
Immediate Annuity.

There is no assurance that a Subaccount will obtain its investment
objective. Because a Variable Annuity's value is based on the investment
performance of Eligible Portfolios and is not guaranteed, a Variable Annuity
Contract entails more investment risk than a traditional Guaranteed Annuity.

There is also American National's Fixed Account option for Contractowners
who prefer more conservative investments. (See Fixed Account, page 15.)

Investment Options

Net Purchase Payments may be invested in the Subaccounts and/or in American
National's Fixed Account. The fourteen Subaccounts are: the AN Money Market,
the AN Growth, the Balanced, the Managed, the Investment Grade Bond, the Asset
Manager, the Index 500, the FID Money Market, the Equity-Income, the High
Income, FID Growth, the Overseas, the Contrafund and the Asset Manager: Growth
Subaccounts. Each of the Subaccounts invests exclusively in the shares of a
corresponding Eligible Portfolio. Each such Subaccount and corresponding
Eligible Portfolio has a different investment objective (See "The American
National Fund" at page 12, and "The Fidelity Funds" at page 13).

Purchasing a Variable Annuity Contract

Individuals wishing to purchase a Variable Annuity Contract must complete an
application and pay the minimum initial Purchase Payment to American National's
Home Office. The minimum and maximum amounts of Purchase Payments vary
depending upon the type of Contract purchased. (See "Contract Application and
Purchase Payments," page 16.)

Allocation and Transfers

Net Purchase Payments will be initially allocated to each Subaccount and/or
American National's Fixed Account as instructed in the application. Thereafter,
the allocation may be changed by the Contractowner. All allocations must be at
least 10% of the Net Purchase Payment.

During the Accumulation Period, transfers can be made between Subaccounts
and American National's Fixed Account. American National allows twelve free
transfers per Contract Year. Any additional transfer will be subject to a
$10.00 exchange fee. Transfers out of the Fixed Account are limited as
described in the section "TRANSFERS" on page 16.

Transfers and allocation changes can be made by either writing to American
National's home office or by telephone instructions. A Telephone Transfer
Authorization Form must to be on file at American National's home office before
telephone instructions will be allowed.

How the Death Benefit Varies

In the event of the Annuitant's death prior to the Annuity Date, the death
benefit for Deferred Annuity Contracts will equal the greater of: (i)
Accumulation Value less Policy Debt on the date that notice of death is
received by American National at its home office in Galveston, Texas, or (ii)
the Minimum Guaranteed Death Benefit on the Contract, less Policy Debt. During
the Annuity Period, death benefits, if any, depend upon the annuity option
selected. (See Annuity Options at page 21).

Surrenders from the Contract Prior to Annuity Date

Prior to the Annuity Date, all or part of a Variable Annuity's Accumulation
Value may be surrendered upon the Contractowner's written request. A surrender
may be subject to a Surrender Charge, an IRS penalty tax for early withdrawal
and potentially an income tax. Contracts purchased in connection with
retirement plans may also be subject to restrictions imposed by the Plan.
Surrenders from Contracts qualified under Section 403(b) of the Code may be
restricted. (See "Qualified Contracts" under "Federal Tax Matters" at page 23).
The sum of surrender charges and distribution expense charges will never be
more than 9.0% of total Purchase Payments paid.

How Annuity Payments Are Determined

There are a number of ways to receive annuity payments. They include monthly
payments for a specified number of years, payments for life guaranteed for 10
or 20 years, or payments made jointly (See Annuity Options, page 21). Payments
may also be received on a fixed basis and/or on a variable basis. Variable
Annuity payments will increase or decrease according to the investment
experience of the Eligible Portfolios and the declared rate paid by American
National on the Fixed Account. 

Your Right to Cancel the Variable Annuity Contract - The "free look" Period

State law requires that Contractowners be given a "free look" period,
generally running ten days after the Contractowner receives the Contract,
within which a Contractowner may return the Contract to American National's
Home Office. In such cases, American National will then refund the greater of
all Purchase Payments made by the Contractowner or the Accumulation Value plus
the amount of any charges for state premium taxes, mortality and expense risk
and advisory fees. (See "Contract Application and Purchase Payments," page 16).

                                       7
<PAGE>
 
                              SUMMARY OF EXPENSES

Expenses During The Accumulation Period

The purpose of the following table is to illustrate the costs and expenses
that are borne, directly and indirectly, by Contractowners during the
Accumulation Period. The information set forth should be considered together
with the narrative provided under the heading "Charges and Deductions" in this
Prospectus. In addition to the expenses listed below, premium taxes may also be
applicable. For information concerning the fees and expenses assessed during
the Annuity Period, including the fees and expenses assessed in connection with
Immediate Annuity Contracts, see "Expenses During the Annuity Period", page 11.

CONTRACTOWNERS TRANSACTION EXPENSES

Sales Load as a percentage of Purchase Payments         0%

Deferred Sales Load ("Surrender Charge")

An amount of Accumulation Value equal to the greater of (i) 10% of
Accumulation Value in a Contract Year, or (ii) Accumulation Value less total
Purchase Payments made, may be withdrawn without Surrender Charge.

On surrenders of that portion of Accumulation Value in excess of the above
described free surrender amount, a Surrender Charge is imposed based upon the
number of Contract Years since the Contract Year in which the Purchase Payments
withdrawn were paid, on a first paid, first withdrawn basis.  The Surrener
Charge is deducted from the remaining Accumulation Value, or, if the remaining
Accumulation Value is insufficient to cover the Surrender Charge, a portion of
the Surrender Charge will be deducted from the withdrawal amount. Such
Surrender Charge will be a percentage of each Purchase Payment or portion
thereof withdrawn as illustrated in the following table: 

                                     Applicable Surrender Charge
        Contract Years                     as a Percentage
        Chargeable Withdrawal             of Each Purchase
        Amount or Portion                Payment or Portion
        Thereof Made                     Thereof Withdrawn

             1                                  7.0
             2                                  7.0
             3                                  6.0
             4                                  5.0
             5                                  4.0
             6                                  3.0
             7                                  2.0
        8 and thereafter                        0.0

                                              Non-qualified        Qualified
                                                Deferred            Deferred
                                                 Annuity             Annuity

Exchange Fee                                       $ 10                $ 10
(there is no exchange fee for
  the first 12 transfers)
Annual Contract Fee                                $ 25                $ 30

Separate Account Annual Expenses
(as percentage of average net assets)
Mortality Risk Fees                                0.80%               0.80%
Expense Risk Fees                                  0.45%               0.45%
Administrative Asset Fees                          0.10%               0.10%
Distribution Expense Charge                        0.25%               0.25%
Total Separate Account
  Annual Expenses                                  1.60%               1.60%

AN Money Market Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees after reimbursement * **           0.52%               0.52%
Other Expenses                                     0.39%               0.39%
Total AN Money Market Portfolio
  Annual Expenses                                  0.91%               0.91%
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.14%.

AN Growth Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees after reimbursement * **           0.52%               0.52% 
Other Expenses                                     0.38%               0.38%
Total AN Growth Portfolio Annual Expenses          0.90%               0.90%
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.13%.

Balanced Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees after reimbursement * **           0.46%               0.46%
Other Expenses                                     0.50%               0.50%
Total Balanced Portfolio Annual Expenses           0.96%               0.96%
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.25%.

                                       8
<PAGE>
 
Managed Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees after reimbursement * **           0.50%               0.50%
Other Expenses                                     0.48%               0.48%
Total Managed Portfolio Annual Expenses            0.98%               0.98%
* Without reimbursement, management fees would have been 0.75% and the total
portfolio annual expense would have been 1.23%.
   
** Under its Administrative Service Agreement with the Fund, Securities
Management and Research, Inc. ("SM&R"), the Fund's Investment Adviser and
Manager, has agreed to pay (or to reimburse each Portfolio for) each
Portfolio's expenses (including the advisory fee and administrative service fee
paid to SM&R, but exclusive of interest, commissions and other expenses
incidental to portfolio transactions) in excess of 1.50% per year of such
Portfolio's average daily net assets. In addition, SM&R has entered into a
separate undertaking with the Fund effective May 1, 1994 until April 30, 1997,
pursuant to which SM&R has agreed to reimburse the Money Market Portfolio and
the Growth Portfolio for expenses in excess of .87%; the Balanced Portfolio for
expenses in excess of .90% and the Managed Portfolio for expenses in excess of
 .93%, of each of such Portfolios' average daily net assets during such period.
SM&R is under no obligation to renew this undertaking for any Portfolio at the
end of such period.     
   
Investment Grade Bond Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees                                    0.45%               0.45%
Other Expenses                                     0.14%               0.14%
Total Investment Grade Bond Portfolio
  Annual Expenses                                  0.59%               0.59%
    

Asset Manager Portfolio Annual Expenses
    
(as a percentage of average net assets)
Management Fees                                    0.71%               0.71%
Other Expenses                                     0.08%               0.08%
Total Asset Manager Portfolio Annual Expenses *    0.79%               0.79%

* A portion of the brokerage commissions the portfolio paid was used to
reduce its expenses. Without the deduction, total portfolio expenses would have
been 0.81%.      

Index 500 Portfolio Annual Expenses
(as a percentage of average net assets)
Expenses                                           0.28%               0.28%
Total Index 500 Portfolio Annual Expenses *        0.28%               0.28%
    
* The portfolio's expenses were voluntarily reduced by the portfolio's
investment advisor. Absent reimbursement, management fee,other expenses and
total expenses would have been 0.28%, 0.19% and.0.47%, respectively.     

FID Money Market Portfolio Annual Expenses
    
(as a percentage of average net assets)
Management Fees                                    0.24%               0.24%
Other Expenses                                     0.09%               0.09%
Total Asset Manager Portfolio Annual Expenses      0.33%               0.33%
     

Equity-Income Portfolio Annual Expenses
    
(as a percentage of average net assets)
Management Fees                                    0.51%               0.51%
Other Expenses                                     0.10%               0.10%
Total Equity-Income Portfolio Annual Expenses      0.61%               0.61%
     
High Income Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                    0.60%               0.60%  
Other Expenses                                     0.11%               0.11%  
Total High Income Portfolio Annual Expenses        0.71%               0.71%
     
FID Growth Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                    0.61%               0.61%
Other Expenses                                     0.09%               0.09%
Total FID Growth Portfolio
  Annual Expenses                                  0.70%               0.70%
     
Overseas Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                    0.76%               0.76%
Other Expenses                                     0.15%               0.15%
Total Overseas Portfolio
  Annual Expenses                                  0.91%               0.91%
     
Contrafund Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                    0.61%               0.61%
Other Expenses                                     0.11%               0.11%
Total Contrafund Portfolio
  Annual Expenses *                                0.72%               0.72%

* A portion of the brokerage commissions the portfolio paid was used to
reduce its expenses. Without the deduction, total portfolio expenses would have
been 0.73%.      

Asset Manager: Growth Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                    0.71%               0.71%
Other Expenses                                     0.29%               0.29%
Total Asset Manager: Growth Portfolio
  Annual Expenses *                                1.00%               1.00%

* A portion of the brokerage commissions the portfolio paid was used to
reduce its expenses. Without the deduction, total portfolio expenses would have
been 1.13%. The portfolio's expenses were voluntarily reduced by the
portfolio's investment advisor. Absent reimbursement, management fee,other
expenses and total expenses would have been 0.71%, 0.42% and 1.13%,
respectively.     

                                       9
<PAGE>
 
Example:  Non-qualified Deferred Annuity Contract

If you surrender your Deferred Annuity Contract at the end of the applicable
time period:

You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:
                                          1       3       5       10
Fund                                    Year    Years   Years   Years
AN Money Market Portfolio               $ 90    $ 137   $ 174   $ 286
    
AN Growth Portfolio                     $ 90    $ 136   $ 174   $ 285
Balanced Portfolio                      $ 91    $ 138   $ 177   $ 291
Managed Portfolio                       $ 91    $ 139   $ 177   $ 293 
Investment Grade Bond Portfolio         $ 87    $ 128   $ 159   $ 254 
Asset Manager Portfolio                 $ 89    $ 133   $ 168   $ 274
Index 500 Portfolio                     $ 84    $ 119   $ 143   $ 222 
FID Money Market Portfolio              $ 85    $ 120   $ 146   $ 227 
Equity-Income Portfolio                 $ 87    $ 128   $ 160   $ 256 
High Income Portfolio                   $ 88    $ 131   $ 164   $ 266
FID Growth Portfolio                    $ 88    $ 131   $ 164   $ 265
Overseas Portfolio                      $ 90    $ 137   $ 174   $ 286
Contrafund Portfolio                    $ 88    $ 131   $ 165   $ 267 
Asset Manager: Growth Portfolio         $ 91    $ 139   $ 178   $ 295
     
If you do not surrender your Deferred Annuity Contract:
You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:
                                          1       3       5       10
Fund                                    Year    Years   Years   Years
AN Money Market Portfolio               $ 26    $ 79    $ 134   $ 286
    
AN Growth Portfolio                     $ 25    $ 78    $ 134   $ 285
Balanced Portfolio                      $ 26    $ 80    $ 137   $ 291
Managed Portfolio                       $ 26    $ 81    $ 138   $ 293 
Investment Grade Bond Portfolio         $ 22    $ 69    $ 118   $ 254 
Asset Manager Portfolio                 $ 24    $ 75    $ 128   $ 274
Index 500 Portfolio                     $ 19    $ 60    $ 103   $ 222 
FID Money Market Portfolio              $ 20    $ 61    $ 105   $ 227
Equity-Income Portfolio                 $ 23    $ 70    $ 119   $ 256
High Income Portfolio                   $ 24    $ 73    $ 124   $ 266
FID Growth Portfolio                    $ 23    $ 72    $ 124   $ 265
Overseas Portfolio                      $ 26    $ 79    $ 134   $ 286
Contrafund Portfolio                    $ 24    $ 73    $ 125   $ 267 
Asset Manager: Growth Portfolio         $ 26    $ 81    $ 139   $ 295
     
Example:  Qualified Deferred Annuity Contract

If you surrender your Deferred Annuity Contract at the end of the applicable
time period:

You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

                                          1       3       5       10
Fund                                    Year    Years   Years   Years
AN Money Market Portfolio               $ 91    $ 139   $ 178   $ 295
    
AN Growth Portfolio                     $ 91    $ 139   $ 178   $ 294
Balanced Portfolio                      $ 91    $ 141   $ 181   $ 300
Managed Portfolio                       $ 92    $ 141   $ 182   $ 302 
Investment Grade Bond Portfolio         $ 88    $ 130   $ 163   $ 263
Asset Manager Portfolio                 $ 90    $ 136   $ 173   $ 283
Index 500 Portfolio                     $ 85    $ 121   $ 148   $ 231 
FID Money Market Portfolio              $ 86    $ 123   $ 150   $ 236
Equity-Income Portfolio                 $ 88    $ 131   $ 164   $ 265
High Income Portfolio                   $ 89    $ 134   $ 169   $ 275
FID Growth Portfolio                    $ 89    $ 133   $ 168   $ 274
Overseas Portfolio                      $ 91    $ 139   $ 178   $ 295
Contrafund Portfolio                    $ 89    $ 134   $ 169   $ 276 
Asset Manager: Growth Portfolio         $ 92    $ 142   $ 183   $ 304
     
If you do not surrender your Deferred Annuity Contract:

You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

                                          1       3       5       10
Fund                                    Year    Years   Years   Years
AN Money Market Portfolio               $ 26    $ 81    $ 139   $ 295
    
AN Growth Portfolio                     $ 26    $ 81    $ 138   $ 294
Balanced Portfolio                      $ 27    $ 83    $ 141   $ 300
Managed Portfolio                       $ 27    $ 83    $ 142   $ 302 
Investment Grade Bond Portfolio         $ 23    $ 72    $ 123   $ 263
Asset Manager Portfolio                 $ 25    $ 78    $ 133   $ 283
Index 500 Portfolio                     $ 20    $ 62    $ 107   $ 231 
FID Money Market Portfolio              $ 21    $ 64    $ 110   $ 236
Equity-Income Portfolio                 $ 23    $ 72    $ 124   $ 265
High Income Portfolio                   $ 24    $ 75    $ 129   $ 275
FID Growth Portfolio                    $ 24    $ 75    $ 128   $ 274
Overseas Portfolio                      $ 26    $ 81    $ 139   $ 295
Contrafund Portfolio                    $ 25    $ 76    $ 129   $ 276 
Asset Manager: Growth Portfolio         $ 27    $ 84    $ 143   $ 304
     
                                       10
<PAGE>
 
The examples should not be considered to be a representation of past or
future expenses, and the examples do not include the deduction of state premium
taxes which may be assessed by a number of states.

The purpose of the preceding table is to assist Contractowners in
understanding the various costs and expenses that a Contractowner will bear
directly or indirectly and, thus, the table reflects expenses of both the
Separate Account and the American National Fund and/or the Fidelity Funds.
Actual expenses may be greater or lesser than those shown. The example assumes
a 5% annual rate of return pursuant to the requirements of the SEC. This
hypothetical rate of return is not intended to be representative of past or
future performance of an Eligible Portfolio. The annual contract fees are
deducted pro rata from each Subaccount and Fixed Account. For a more complete
description of the various costs and expenses of the American National Fund and
the Fidelity Funds, see their Prospectuses.

Expenses During the Annuity Period

The Separate Account will be assessed a mortality and expense risk fee at an
annual rate of 1.25% during the Annuity Period. The Separate Account will also
be charged during the Annuity Period with the expenses of the Eligible
Portfolios in which the Contractowner has invested. In addition to the
Mortality and Expense Risk Fee and portfolio expenses, the Immediate Annuity
Contract will incur a contract fee of $100.00 at the time the single Purchase
Payment is paid. No other fees or expenses are charged against the Contracts
during the Annuity Period. To the extent that American National derives profits
from the Mortality and Expense Risk Fee, those profits may be used to pay for
other expenses, including distribution expenses. 


                           ACCUMULATION UNIT VALUES
    
The following table shows the accumulation unit values of the Separate
Account as of December 31, 1994 and as of December 31, 1995 as well as the
units outstanding at December 31, 1995:

<TABLE> 
<CAPTION> 
                                                               AN                                           Fidelity 
                                                AN            Money             AN             AN             VIP    
                                              Growth          Market          Managed        Balanced        Money   
                                             Portfolio       Portfolio       Portfolio       Portfolio       Market   
<S>                                          <C>             <C>             <C>             <C>            <C>
Accumulation unit value as of:
  December 31, 1994                          $ 0.990         $ 1.000         $ 0.990         $ 1.000        $ 1.010
  December 31, 1995                          $ 1.255         $ 1.036         $ 1.255         $ 1.136        $ 1.049
Units Outstanding at December 31, 1995       326,360          10,421         275,204          43,097        382,247

                                            Fidelity        Fidelity                           
                                               VIP             VIP          Fidelity        Fidelity
                                              High            Equity          VIP             VIP   
                                           Income Fund     Income Fund       Growth         Overseas  
Accumulation unit value as of:
  December 31, 1994                          $ 1.000         $ 1.000         $ 1.010         $ 0.970
  December 31, 1995                          $ 1.189         $ 1.322         $ 1.341         $ 1.048
Units Outstanding at December 31, 1995       126,513         301,955         281,102         147,599

                                            Fidelity         Fidelity       Fidelity                       Fidelity
                                              VIP              VIP            VIP           Fidelity         VIP  
                                           Investment         Asset          Index            VIP        Asset Manager
                                           Grade Bond        Manager          500            Contra         Growth
Accumulation unit value as of:           
  December 31, 1994                          $ 1.000         $ 0.990         $ 1.010         $ 1.000        $ 1.000
  December 31, 1995                          $ 1.159         $ 1.134         $ 1.365         $ 1.157        $ 1.024
Units Outstanding at December 31, 1995        26,194         332,773          92,340          20,680         24,995
</TABLE> 
     
                                       11
<PAGE>
 
                      AMERICAN NATIONAL INSURANCE COMPANY
                           AND THE SEPARATE ACCOUNT

American National Insurance Company

American National is a stock life insurance company chartered in 1905 in the
State of Texas. It is licensed to do life insurance business in 49 states, the
District of Columbia, Puerto Rico, Guam, and American Samoa. American
National's home office is located at the American National Insurance Building,
One Moody Plaza, Galveston, Texas 77550-7999. The Moody Foundation (the
"Foundation"), a charitable foundation established for charitable and
educational purposes, owns approximately 23.7% of American National's common
stock and the Libbie S. Moody Trust, a private trust, owns approximately 37.6%
of such shares. Robert L. Moody ("RLM"), Chairman of the Board and a Director
of American National, RLM's son, Ross R. Moody, and Frances Moody Newman, RLM's
mother, are trustees of the Foundation.

The Moody National Bank of Galveston (the "Bank") is trustee of the Libbie
S. Moody Trust. RLM is Chairman of the Board and Chief Executive Officer of the
Bank and of Moody Bank Holding Company, Inc. ("MBHC"), the Bank's controlling
stockholder. RLM is also Chairman of the Board and President of Moody
Bancshares, Inc. ("Bancshares"), MBHC's sole shareholder. The Three R Trusts,
trusts established by RLM for the benefit of his children, own 100% of
Bancshares' Class B stock (which elects a majority of Bancshares' directors)
and 47.5% of its Class A Stock. The trustee of the Three R Trusts is Irwin M.
Herz, Jr., a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One Moody
Plaza, Galveston, Texas, General Counsel to American National, the Bank,
Bancshares, MBHC, the American National Fund and Securities Management and
Research, Inc.
    
American National's total assets on December 31, 1995 were $ 5,770,926,692
on a statutory basis.     

American National writes life, health and accident insurance and annuities.

The Separate Account

The Separate Account was established by American National on July 30, 1991
pursuant to the insurance laws of the State of Texas. American National is the
depositor of the Separate Account. Under Texas law, the assets of the Separate
Account are held exclusively for the benefit of Contractowners and persons
entitled to payments under the Contracts. At present the Separate Account is
used only to support Variable Annuity Contracts. American National is the legal
holder of the assets in the Separate Account and 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 for the Separate Account. The assets of
the Separate Account attributable to the Contracts are not chargeable with
liabilities arising out of any other business which American National may
conduct. Income, as well as both realized and unrealized gains or losses from
the assets of the Separate Account, is credited to or charged against the
Separate Account without regard to income, gains or losses arising out of other
business that American National conducts. Nevertheless, these assets shall be
available to cover the liabilities of American National's General Account, but
only to the extent that the Separate Account's assets exceed its liabilities
arising under the Contracts supported by it. In addition to these assets, the
Separate Account assets may include accumulations of the charges American
National makes against Policies and Contracts participating in the Separate
Account. From time to time, any such assets due American National may be
transferred in cash to American National's General Account. Obligations under
the Variable Annuity Contracts are obligations of American National.

The Separate Account is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act") 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. For state law purposes, the Separate
Account is treated as a division of American National. There are currently
fourteen Subaccounts within the Separate Account available to Contractowners
and each invests only in a corresponding Eligible Portfolio.

The American National Fund

Four of the Subaccounts of the Separate Account invest in the shares of a
corresponding portfolio of the American National Fund. The American National
Fund is registered with the SEC under the 1940 Act as an open-end diversified,
series management investment company. The American National Fund shares are
also purchased by American National Variable Life Separate Account.

The Separate Account will purchase and redeem shares from the American
National Fund at net asset value.

                                       12
<PAGE>
 
The investment objectives and policies of each portfolio of the American
National Fund are summarized below. There is no assurance that any of the
portfolios will achieve their stated objectives. More detailed information,
including a description of investment objectives, policies, restrictions,
expenses and risks, is in the prospectus for the American National Fund, which
must accompany this Prospectus and which should be read carefully together with
this Prospectus and retained.

The American National Fund currently has a Money Market Portfolio, a Growth
Portfolio, a Balanced Portfolio and a Managed Portfolio.

AN Money Market Portfolio ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in money market instruments of high
quality determined by the American National Fund's investment adviser. The
Money Market Portfolio of the American National Funds shall be referred to
herein as "AN Money Market". 

AN Growth Portfolio ... seeks to achieve capital appreciation, normally
through the purchase of common stocks (although such Portfolio investments are
not restricted to any one type of security). Capital appreciation may also be
sought in other types of securities, including bonds and preferred stocks. This
Growth Portfolio of the American National Fund is referred to herein as "AN
Growth".

Balanced Portfolio ... seeks to provide conservation of principal,
reasonable current income and long-term capital appreciation by investing in a
balanced portfolio of fixed-income securities such as bonds, preferred stock
and short-term obligations combined with common stocks and securities
convertible into common stocks.

Managed Portfolio ... seeks to achieve growth of capital and/or current
income by investing in a diversified portfolio consisting of, at the American
National Fund's investment adviser's discretion, money market instruments, debt
securities, stock or a combination thereof. It is anticipated that over longer
periods a larger portion of the Managed Portfolio will consist of equity
securities.

Securities Management and Research, Inc. ("SM&R") is the investment adviser
and manager of the American National Fund. It also provides investment advisory
and portfolio management services to American National and other clients. It
maintains a staff of experienced investment personnel and related support
facilities. Detailed information about the American National Fund Management
Fees is contained in the American National Fund Prospectus. Such fees exceed
the industry average for advisory and administrative fees.

The Fidelity Funds

Pursuant to a Participation Agreement between American National, Fidelity
Distributors Corporation and the Fidelity Funds, ten of the Subaccounts of the
Separate Account invest in the shares of ten corresponding portfolios of the
Fidelity Funds. The Fidelity Funds are registered with the SEC under the 1940
Act as open-end diversified, series management investment companies organized
as Massachusetts business trusts. The Fidelity Funds' shares are also purchased
by American National Variable Life Separate Account.
    
Fidelity Management & Research 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 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, 1995, FMR advised funds having more than 22 million shareholder accounts
with a total value of more than $270 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 Management, Distribution and Service Fees for the Fidelity Funds are
explained in the Fidelity Funds' Prospectuses.

The Separate Account will purchase and redeem shares from the Fidelity Funds
at net asset value. 

The investment objectives and policies of each portfolio of the Fidelity
Funds are summarized below. There is no assurance that

                                       13
<PAGE>
 
any of the portfolios will achieve their stated objectives. More detailed
information, including a description of investment objectives, policies,
restrictions, expenses and risks, is in the prospectus for each of the Fidelity
Funds which must accompany this Prospectus and which should be read carefully
together with this Prospectus and retained.

Investment Grade Bond Portfolio ... seeks as high a level of current income
as is consistent with the preservation of capital by investing in a broad range
of investment-grade fixed-income securities. The Investment Grade Bond
Portfolio will maintain a dollar-weighted average portfolio maturity of ten
years or less.

Equity-Income Portfolio ... seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Equity-Income Portfolio will also consider the potential for capital
appreciation. The Equity-Income Portfolio's goal is to achieve a yield which
exceeds the composite yield on the securities comprising the Standard & Poor's
500 Composite Stock Price Index.

High Income Portfolio ... seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated, fixed-income securities,
while also considering growth of capital. High yielding, lower-rated securities
present higher risks of untimely interest and principal payments, default and
price volatility than higher-quality securities, and may present problems of
liquidity and valuation. See the prospectus describing the High Income
Portfolio for more information on the risks of investing in high-yielding,
lower-rated securities.

FID Growth Portfolio ... seeks to achieve capital appreciation. The FID
Growth Portfolio normally purchases common stocks, although its investments are
not restricted to any one type of security. Capital appreciation may also be
found in other types of securities, including bonds and preferred stocks. This
Growth Portfolio of the Fidelity Funds shall be referred to herein as "FID
Growth."

Overseas Portfolio ... seeks long term growth of capital primarily through
investments in foreign securities. Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States. 

FID Money Market Portfolio ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in high quality U.S. dollar denominated
money market securities of domestic and foreign issuers. The Money Market
Portfolio of the Fidelity Funds shall be referred to herein as "FID Money
Market." 

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

Index 500 Portfolio ... seeks to provide investment results that correspond
to the total return (i.e., the combination of capital charges and income) of
common stocks publicly traded in the United States. In seeking this objective,
the Index 500 Portfolio attempts to duplicate the composition and total return
of the Standard & Poor's 500 Composite Stock Price Index while keeping
transaction cost and other expense low. The Index 500 Portfolio is designed as
a long-term investment option.

Contrafund Portfolio ... seeks capital appreciation by investing in
companies FMR believes to be undervalued due to an overly pessimistic appraisal
by the public. In pursuit of the fund's goal, FMR looks for companies with the
following characteristics: (i) unpopular, but improvements seem possible due to
developments such as a change in management, a new product line, or an improved
balance sheet, (ii) recently popular, but temporarily out of favor due to
short-term or one-time factors, or (iii) undervalued compared to other
companies in the same industry.

Asset Manager: Growth Portfolio ... seeks to maximize total return over the
long term by allocating its assets among stocks, bonds, and short-term
instruments. Allocating among different types of investments allows the fund to
take advantage of opportunities wherever they may occur, but also subjects the
fund to the risks of a given investment type.

Addition, Deletion or Substitution of Investments

American National reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Separate Account or that the Separate Account may purchase. If the shares
of an Eligible Portfolio are no longer available for investment or if in
American National's judgment further investment in any Eligible Portfolio
should become inappropriate in view of the purposes of the Separate Account,
American National may redeem the shares, if any, of that Eligible Portfolio,
and substitute shares of another registered open-end management company.
American National will not substitute any shares attributable to a
Contractowner's interest in a Subaccount of the Separate Account without notice
and prior approval of the SEC and possibly state insurance authorities, to the
extent required by the 1940 Act or other applicable law. The Separate Account
may, to the extent permitted by law, purchase other securities for other
contracts or permit a conversion between contracts upon request by the
Contractowners.

American National also reserves the right to establish additional
Subaccounts of the Separate Account, each of which would invest in shares
corresponding to a new portfolio of the American National Fund or in shares of
another investment company having a corresponding investment objective.
American National may eliminate one or more Subaccounts with SEC approval if
marketing needs, tax considerations or investment conditions warrant. Any new
Subaccounts may be made available to existing Contractowners on a basis to be
determined by American National.

If any of these substitutions or changes are made, American National may by
appropriate endorsement change the Contract to reflect the substitution or
change. If American National deems it to be in the best interest of
Contractowners, and subject to any

                                       14
<PAGE>
 
approvals that may be required under applicable law, the Separate Account
may be operated as a management company under the 1940 Act, it may be
registered under that Act if registration is no longer required, or it may be
combined with other American National Separate Accounts. In addition, American
National may, when permitted by law, restrict or eliminate any voting rights as
to the Separate Account.

The Contractowner will be notified of any material change in the investment
policy of any Eligible Portfolio in which the Contractowner has an interest.

Unless Contractowners have directed a different allocation, shares of the
American National Fund and the Fidelity Funds will be redeemed, pro rata, to
the extent necessary for American National to collect charges under the
Contract, to pay the surrender value upon full or partial surrenders of the
Contracts, to make policy loans, to provide benefits under the Contract, or to
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.

Each Contractowner should periodically consider the allocation among the
Subaccounts and the Fixed Account in light of current market conditions and the
investment risks attendant to investing in the American National Fund's and the
Fidelity Funds' various portfolios.


                                 FIXED ACCOUNT

During the Accumulation Period, Contractowners may elect to allocate all or
a portion of their Net Purchase Payment to the Fixed Account and, subject to
certain limitations, they may also transfer Accumulation Value from the
Subaccount to the Fixed Account. Transfers from the Fixed Account to the
Subaccount are restricted. (See Transfers Prior to Annuity Date, page 16.)

Net Purchase Payments allocated to the Fixed Account and transfers from a
Subaccount to the Fixed Account are placed in the General Account of American
National. The General Account includes all of American National's assets except
those segregated in its separate accounts.  American National has the sole
discretion to invewst the assets of its General Account, subject to applicable
law. American National bears an investment risk for all amounts allocated or
transferred to the Fixed Account and interest credited thereto, less any
deduction for charges and expenses, whereas the Contract owner bears the
investment risk that the declared rate will fall to a lower rate after the
expiration of a declared rate period. Because of exemptive and exclusionary
provisions, interests in the General Account have not been registered under the
Securities Act (the "1933 Act"), nor is the General Account registered as an
investment company under the 1940 Act. Accordingly, neither the General Account
nor any interest therein is generally subject to the provisions of the 1933 or
1940 Act. American National understands that the staff of the SEC has not
reviewed the disclosures in this Prospectus relating to the Fixed Account
portion of the Contract; however, disclosures regarding the Fixed Account
portion of the Contract may be subject to generally applicable provisions of
the federal securities laws regarding the accuracy and completeness of
statements made in prospectuses.

American National guarantees that it will credit interest to the Fixed Account
at an effective annual rate of at least 3.0% compounded daily. American National
may, at its discretion, declare higher interest rate(s) for amounts allocated or
transferred to the Fixed Account.


                                   CONTRACTS

Purpose of the Contracts

The Contracts described in this Prospectus may be issued for use with
retirement plans and trusts qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), for favorable tax treatment ("Qualified Contracts")
and for use with plans and trusts which are not so qualified ("Non-Qualified
Contracts"). See section entitled "Federal Tax Matters-Qualified Contracts,"
page 23 for further details.
    
The terms of the Contracts may only be changed by mutual agreement between
American National and each Contractowner, except as described in "Substitution
of Investments, on page 14; for changes required to make the Contracts comply
with any law or regulation issued by a governmental agency to which American
National or the Contracts are subject; and for changes necessary to assure
continued qualification of the Contracts under the Internal Revenue Code.
     
Types of Contracts

This Prospectus offers the following two general types of Variable Annuity
Contracts:

DEFERRED ANNUITY CONTRACT

This type of Contract allows an individual to vary the Purchase Payments or
pay a single Purchase Payment. There are two types

                                       15
<PAGE>
 
of Flexible or Single Purchase Payment Deferred Annuities: Non-qualified and
Qualified. Annuity payments will commence at a later date.

                          IMMEDIATE ANNUITY CONTRACT

This form of Immediate Annuity Contract is used by an individual making a
single Purchase Payment. The individual will receive Immediate Annuity payments
annually, semi-annually, quarterly or monthly.

The availability of any Variable Annuity Contract described herein in any
particular state is dependent upon the approval of that Contract by that state.

Contract Application and Purchase Payments

Individuals wishing to purchase a Contract must complete an application and
provide the required initial Purchase Payment which will be sent to American
National's Home Office. (See page 16, Allocation of Purchase Payments.) If an
incomplete application cannot be completed within five days of its receipt, the
applicant will be notified of the reasons for the delay and any payment
received will be returned immediately unless the applicant specifically
consents to have American National retain the payment pending completion of the
application.

As indicated earlier, Contractowners have a "free look" period, generally
ten days, within which a Contractowner can return the Contract to American
National's Home Office and American National will then refund the greater of
all Purchase Payments made by the Contractowner or the Accumulation Value plus
any premium taxes, mortality and risk fees and advisory fees deducted. The
"free look" period is established by state law and generally runs ten days
after the Contractowner receives the Contract. American National requires that
all Net Purchase Payments received by American National during the 15-day
period after the Date of Issue are allocated to the Subaccount of the Money
Market Portfolio of the Fidelity Funds. Thereafter, such amounts allocated to
the Subaccount of the Money Market Portfolio and Net Purchase Payments paid are
allocated as directed by the Contractowner. No surrender charges are assessed
on premiums returned during this "free look" period.

Deferred Annuity Contracts require certain minimum initial and subsequent
Purchase Payments. For Flexible Purchase Payment Deferred Annuity Contracts,
the minimum initial monthly and subsequent payments are $100. Single Purchase
Payment Deferred Annuity Contracts require a minimum single payment of $5,000.
The maximum Purchase Payment under any Deferred Annuity Contract is $1,000,000
without the prior approval of American National. For Immediate Annuity
Contracts, the minimum initial investment is $2,000. These amounts may be
changed at the sole discretion of American National. In addition, American
National reserves the right to terminate any Deferred Annuity Contract for
certain specified reasons, including failure of the Accumulation Value to meet
certain specified minimums.

For a Flexible Purchase Payment Deferred Annuity Contract, Purchase Payments
may be made at such intervals as desired, but are usually made on an annual,
semi-annual, quarterly or monthly basis. The frequency of Purchase Payments may
be changed by the Contractowners. If Purchase Payments cease, they may be
resumed at a future date, subject to the Annuity Date requirements. The number
of changes permitted and the maximum payments allowed under the Internal
Revenue Code for Qualified Contracts vary depending on the type of Plan.
Failure to comply with those limitations may subject the Contract to adverse
tax treatment.

Allocation of Purchase Payments

After the "free look" period, Net Purchase Payments will be allocated to
each Subaccount in accordance with the written instructions contained in the
application. The Contractowner may by written instruction to the Home Office
indicate one or more Subaccounts and/or the Fixed Account to which a specified
portion or portions of the Net Purchase Payment should be applied, except that
no allocation will be permitted which would result in less than 10% of the Net
Purchase Payment being allocated to any one Subaccount and/or the Fixed
Account. Changes in allocation of future Net Purchase Payments (with the same
10% minimum) may be made at any time by written instruction to the Home Office
or by telephone instruction, provided that a properly completed Telephone
Transfer Authorization Form is on file with American National.

Crediting of Accumulation Units

During the Accumulation Period, all Net Purchase Payments received will
purchase Accumulation Units in the Subaccount selected and/or allocated to the
Fixed Account. The number of Accumulation Units purchased is determined by
dividing the dollar amount of the Net Purchase Payment allocated to the
Subaccount by the Accumulation Unit Value for that Subaccount next computed
following allocation of the Net Purchase Payment to such Subaccount.

Determining the Accumulation Unit Values

The Accumulation Unit Value of each Subaccount reflects the investment
performance of that Subaccount. The Accumulation Unit Value of each Subaccount
shall be calculated by: (i) multiplying the per share net asset value of the
corresponding Eligible Portfolio on the Valuation Date times the number of
shares held by the Subaccount, after the purchase or redemption of any shares
on that date; (ii) subtracting therefrom a charge for the administrative fee,
distribution expense charge and the mortality and expense risk fee for that
Subaccount and (iii) dividing the result by the total number of units held in
the Subaccount on the Valuation Date, before the purchase or redemption of any
units on that date. The Accumulation Unit Value for each Subaccount shall be
calculated at the end of each Valuation Period. Investment performance of the
portfolio companies, portfolio company expenses, and the deduction of certain
charges affect the Accumulation Unit Value for each Subaccount. 

Transfers Prior to Annuity Date

Accumulation Value may be transferred among the Subaccounts and/or the Fixed
Account subject to the following limits. The transfers may be requested in
person, by mail, or by telephone. A Telephone Transfer Authorization Form must
be on

                                       16
<PAGE>
 
file at American National's home office before any telephone instructions
will be allowed. The total amount transferred from each Subaccount must be at
least $250, or the balance of the Subaccount, if less. The minimum amount that
may remain in a Subaccount after a transfer is $100. American National will
effectuate transfers and determine all values in connection with transfers on
the later of the date designated in the request or at the end of the Valuation
Period during which the transfer request is received. Transfers from the Fixed
Account to the Subaccounts are allowed subject to the following limits. Once
each Contract Year, during the thirty-day period beginning on the Contract
anniversary, the maximum amount which may be transferred from the Fixed Account
to the Subaccounts is the greater of (a) twenty-five percent of the amount in
the Fixed Account, or (b) $1,000.

The first twelve transfers per Contract Year will be permitted free of
charge. Any additional transfers will be charged a $10.00 fee at the time of
the transfer and will be deducted from the amount transferred. (See Exchange
Fee, page 18). Transfers resulting from policy loans will not be subject to a
transfer charge. In addition, such policy loans will not be counted for
purposes of the limitation on the number of free transfers allowed in each
year. American National may at any time revoke or modify the transfer
privilege, including the number and minimum amount transferable. For a
discussion of transfers after the Annuity Date, see "Allocation of Benefits" at
page 21).

                            CONTRACTOWNER INQUIRIES

Contractowner inquiries should be addressed to American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550-7999, or made by calling (409)
763-4661.


             CHARGES AND DEDUCTIONS DURING THE ACCUMULATION PERIOD

Surrender Charge

Since no deduction for a sales charge is made from Purchase Payments, a
contingent deferred sales charge (a "Surrender Charge") is imposed on certain
partial and full withdrawals to cover certain expenses relating to the
distribution of the Contracts. An amount of the Accumulation Value equal to the
greater of (i) Accumulation Value less total Purchase Payments made, or (ii)
10% of the Accumulation Value in a Contract Year, may be withdrawn without a
Surrender Charge. On withdrawals of that portion of the Accumulation Value
representing Purchase Payments, a Surrender Charge is imposed based upon the
number of Contract Years since the Contract Year in which the Purchase Payments
withdrawn were paid, on a first paid, first withdrawn basis. The Surrender
Charge is a maximum of 7% of the Purchase Payment withdrawn and grades down to
zero in the eighth Contract Year after the Purchase Payment being withdrawn was
made. 

In no event will the sum of all surrender charges and the distribution
expense charges assessed exceed 9.0% of total Purchase Payments paid. (See the
chart under "Contractowners Transaction Expenses" at Page 8)

Other Charges

(a) Administrative Charges

    American National's administrative charges consist of an annual contract fee
    and a daily administrative asset fee. These administrative charges are to
    cover all fixed and varying costs of administering the Contract. These
    charges are designed only to reimburse American National for the cost of
    administration and are not intended to produce a profit.

    The annual contract fee is charged at the end of each Contract Year to cover
    American National's fixed cost of administration of the Contract. The charge
    is $25.00 for Non-qualified Deferred Annuity Contracts and $30.00 for all
    Qualified Deferred Annuity Contracts. When a Contract is surrendered for its
    full value, a pro rata portion of the annual contract fee will be deducted
    at the time of full surrender.

    Immediate Annuity Contracts have a one time contract fee of $100.00 when the
    single Purchase Payment is paid.

    An administrative asset fee is charged daily at an annual rate of 0.10% to
    each Subaccount to cover the varying costs of a Deferred Annuity Contract.

(b) State Premium Taxes

    An amount for state premium taxes (which presently range from 0% to 3.5%)
    will be deducted if assessed by a given state. American National's current
    practice is to deduct any state premium tax imposed by a State upon
    annuitization of the Contracts. In some states, however, premium taxes must
    be deducted from Purchase Payments made under the Contracts

                                       17
<PAGE>
 
    when the payments are received by American National.

(c) Mortality and Expense Risk Fee

    American National assumes a number of risks under the Contracts. While
    annuity payments will vary in accordance with the investment performance of
    the selected Subaccounts, the amount of such payments will not be decreased
    because of adverse mortality experiences of Annuitants as a class or because
    of an increase in actual expenses of American National over the expense
    charges provided for in the Contracts. American National assumes the risk
    that Annuitants as a class may live longer than expected (necessitating a
    greater number of annuity payments) and that fees deducted may not prove
    sufficient to cover its actual costs. In assuming these risks, American
    National agrees to continue annuity payments under life-contingent annuity
    options determined in accordance with the annuity tables and other
    provisions of the Contracts, to the Annuitant or other payee for as long as
    he or she may live. In addition, American National is at risk for the death
    benefits payable under the Contracts, to the extent that the death benefit
    in such cases exceeds the Accumulation Value.

    For American National's contractual promises to accept these risks, a 0.80%
    per annum Mortality Risk Fee and a 0.45% per annum Expense Risk Fee will be
    assessed daily against the Separate Account based on the value of its net
    assets. This fee is assessed during the Accumulation Period and during the
    Annuity Period. American National could realize a gain or a loss from such
    fee depending on the mortality and expenses actually incurred.

(d) Distribution Expense Charge

    A distribution expense is assessed daily to each Subaccount to compensate
    American National for the risk that surrender charges assessed under the
    Contracts may be insufficient to cover the costs of distributing the
    Contracts. The distribution expense charge is 0.25% annually for Qualified
    and Non-Qualified Deferred Annuity Contracts. If the distribution expense
    charge is insufficient to cover the actual risk assumed, American National
    will bear the loss; however if the charge is more than sufficient, any
    excess will be a profit to American National. The sum of all surrender
    charges and the distribution expense charges assessed will at no time exceed
    9.0% of all Purchase Payments paid.

(e) Charges for Taxes

    Currently, no charge will be made against the Separate Account for federal,
    state or local income taxes. American National may, however, make such a
    charge in the future if income or gains within the Separate Account will
    incur any federal, or any significant state or local tax treatment or if tax
    treatment of American National changes. Charges for such taxes, if any,
    would be deducted from the Separate Account and/or the Fixed Account.
    American National would not realize a profit on such taxes with respect to
    the Contracts.

(f) Exchange Fee

    An exchange fee of $10.00 will be imposed for each additional transfer among
    the Subaccounts and Fixed Account after twelve transfers per Contract Year
    to compensate American National for the costs of effecting the transfer.
    Since the fee reimburses American National for the cost of effecting the
    transfer only, American National does not expect to make any profit from the
    exchange fee. This fee will be deducted from the amount transferred. The
    exchange fee will not be imposed on transfers that occur as a result of
    policy loans. The amount of the transfer charge will not be increased.

Deduction of Fees

When annual contract fees are deducted from the Accumulation Value of a
Contract, the deductions shall be allocated among the Subaccounts and the Fixed
Account in the same proportion as the Accumulation Value in each Subaccount and
the Fixed Account bears to the total Accumulation Value on that date.

Exceptions to Charges

The surrender charges, distribution expense charges or other administrative
charges or deductions may be reduced for sales of Contracts to a trustee,
employer, or similar entity representing a group where American National
determines 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 SM&R and American National are
permitted to purchase Contracts with substantial reduction of the surrender
charges or other administrative charges or deductions.

                                       18
<PAGE>
 
                       DISTRIBUTIONS UNDER THE CONTRACT
                              ACCUMULATION PERIOD

Full and Partial Surrenders

Any Contract may be surrendered in full or partially during the Accumulation
Period, subject to the limitations discussed herein. If a partial surrender
would leave less than $250 total Accumulation Value in the Contract, then the
Contract will be fully surrendered. A request for a partial surrender should
specify the allocation of that surrender, as applicable, from the Fixed Account
and each Subaccount. In the absence of specification, American National will
take amounts in the same proportion as needed to satisfy the surrender in the
manner set forth in "Deduction of Fees," on page 18. Upon a partial surrender,
any charges will be deducted from the amount of the surrender.

Upon receipt of an application for a partial or full surrender of a Contract
signed by the Contractowner, the applicable Accumulation Unit Value will be
that next determined after such application is received in American National's
Home Office. The Accumulation Value of a Contract which is available for full
surrender may be determined by multiplying the number of Accumulation Units for
each Subaccount times the Accumulation Unit Value at that time, adding any
Accumulation Value in the Fixed Account and deducting pro rata annual
administrative fees and any surrender charge. Partial or full surrenders will
be paid within seven days of receipt of the written request in proper form,
except as described below.

If at the time the Contractowner makes a surrender request, he or she has
not provided American National with a written election not to have federal and
state income taxes withheld, American National is required by law to withhold
such taxes from the taxable portion of any surrender, and to remit that amount
to the federal and/or state government.

Policy Loans in Special Circumstances

Policy loans are allowed on Qualified Deferred Annuity Contracts where
Federal Law permits policy loans to be taken without being considered a taxable
distribution. Policy loans are not allowed on Non-Qualified Deferred Annuity
Contracts because of adverse tax consequences.

Policy Loans

After the first year, the Contractowner may borrow money from American
National using the Contract as the only security for the policy loan. Policy
loans are usually funded within seven days after receipt of a written request
in proper form. Only one loan will be permitted at any time. Policy loans may
have a tax consequence (See Federal Tax Matters, page 22).

(a) Policy Loan Amount

    The policy loan amount cannot be less than $2,500 nor exceed the lesser of:

    (1) 50% of the Contract's Accumulation Value less surrender charges on the
        date of the policy loan; or
 
    (2) $50,000.00.

(b) Loan Interest

    American National will charge interest daily on any policy loan at an annual
    loan interest rate not to exceed 8%. Interest is due:

    (1) at the end of each Contract Year; or

    (2) when the policy loan is paid back, if that comes first.

    If interest is not paid when due, it will become part of the policy loan and
    will accrue interest charges.

    (c) Effect of Policy Loans

    When a policy loan is made, Accumulation Value equal to the amount of the
    policy loan will be transferred from the Accumulation Value in the Separate
    Account and/or the Fixed Account to American National's General Account as
    security for the Policy Debt. The Accumulation Value securing the policy
    loan will earn interest at an annual rate not less than 3.0% which will be
    credited at the end of the Contract Year. The Accumulation Value securing
    the policy loan will be allocated among the Subaccounts and/or the Fixed
    Account in accordance with the instructions given by the Contractowner when
    the policy loan is requested. The minimum amount which can remain in a
    Subaccount or the Fixed Account after a policy loan is $100. In the event no
    allocation instructions are provided or the allocation instructions conflict
    with this minimum held in Subaccounts, the policy loan amount will be
    processed in the manner as set forth in the "Deduction of Fees" on page 18.
    American National will transfer Accumulation Value from the Subaccounts
    and/or the Fixed Account to secure loan interest which is not paid when due
    in any Contract Year. (Refer to "Deduction of Fees" on page 18.)

    A policy loan will permanently affect the Accumulation Value of a Contract
    even if the policy loan is repaid. The effect could be favorable or
    unfavorable depending on whether the investment performance of the
    Subaccount(s) selected by the Contractowner is less than or greater than the
    interest rate credited to the Accumulation Value held in the General Account
    to secure the policy loan. In comparison to a Contract under which no policy
    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),
    and greater if the General Account interest rate is higher than the
    investment performance of the Subaccount(s).

    Interest earned on amounts held in the General Account will be allocated to
    the Subaccounts and the Fixed Account on each Contract anniversary in the
    same proportion that Net Purchase Payments are being allocated to those
    Subaccounts and the Fixed Account at the time. Upon repayment of Policy
    Debt, the portion of the repayment allocated in

                                       19
<PAGE>
 
    accordance with the repayment of indebtedness provision will be transferred
    to increase the Accumulation Value in that Subaccount and/or the Fixed
    Account.

(d) Policy Debt

    All outstanding policy loans together with accrued interest thereon will be
    a Policy Debt. The Contract will terminate and have no value if at any time
    the Policy Debt on the Contract equals or exceeds the Accumulation Value
    less surrender charges. The effective date of termination will be 31 days
    after American National has mailed notice of termination to the
    Contractowner's last known address and the Contractowner has not paid the
    Policy Debt exceeding surrender amount.

    If a surrender is requested while any policy loan is outstanding, the
    Accumulation Value will be reduced by the Policy Debt, if any, and any
    surrender charges.

    If any death benefit proceeds or annuity benefits become due and payable
    while any policy loan is outstanding, the amount of proceeds will be reduced
    by the Policy Debt.

(e) Policy Loan Repayment

    All policy loans, other than "Home Loans," must be repaid in full on or
    before the fifth anniversary of the date of the policy loan. All policy
    loans may be repaid in a lump sum payment or, at American National's
    discretion in installments. All policy loan payments must be at least
    $10.00.

    Any Policy Debt, other than Policy Debt on a "Home Loan," which remains
    unpaid after the fifth anniversary of the date of policy loan will be deemed
    a distribution of the Contract proceeds. The Contract will be reduced by the
    amount of any such balance. (Refer to Tax Section.)

    "Home Loan" means any policy loan obtained for the purpose of acquiring,
    constructing, reconstructing or substantially rehabilitating a dwelling unit
    for use by the Contractowner (as defined in Section 267(c) of the Internal
    Revenue Code) as a principal place of residence for a reasonable period of
    time.

    "Home Loans" may be repaid over a period of time not to exceed 15 years,
    with level installment payments made not less frequently than quarterly.
   
Death Benefit During Accumulation Period

In the event of Annuitant's death prior to the Annuity Date, a death benefit
will be payable equal to the greater of: (i) Accumulation Value less Policy
Debt on the date that notice of death is received by American National at its
home office in Galveston, Texas, or (ii) the Minimum Guaranteed Death Benefit
on the Contract less Policy Debt. The death benefit will be paid in a lump sum
to the beneficiary named in the contract within seven business days of receipt
of proof of death in proper form. 

In lieu of payment in one lump sum, the Contractowner may elect that the
death benefit be applied under any one of the annuity options described on page
21. If the Contractowner did not make such an election, the beneficiary may do
so. The person selecting the annuity option settlement may also designate
contingent beneficiaries to receive any further amounts due, should the first
beneficiary die before completion of the specified payments. The manner in
which annuity payments to the beneficiary are determined and in which they may
vary from month to month are described under "Annuity Period," on page 20.


                                ANNUITY PERIOD

All or a part of any amount payable at the Annuity Date for Deferred Annuity
Contracts may be applied to any of the Annuity Options. American National will
discharge in a single sum any liability under an assignment of the Contract and
any applicable federal or state taxes, fees or assessments based on or
predicated on the purchase payments of this contract which have not otherwise
been deducted or offset. The remaining amount is the net sum payable. The
minimum amount that American National will apply to an Annuity Option is
$2,000. American National's consent is required for any payment to a
corporation, association, partnership, or trustee.

Election of Annuity Date and Form of Annuity

(a) Non-Qualified Contracts

    The date on which annuity payments are to begin and the form of annuity are
    elected in the application. A Contract may not be purchased after age 85 and
    annuity payments must begin no later than age 95.

(b) Qualified Contracts

    The date on which annuity payments are to begin and the form of annuity are
    elected in the application. A Contract may not be purchased after age 70 and
    annuity payments must begin no later than April 1st of the calendar year
    following the calendar year in which the Annuitant reaches 70-1/2.

    If no election of an Annuity Date is made under a Contract, American
    National reserves the right to automatically begin payments at age 65 (or if
    age at purchase was over 55, then 10 years after issue) under Option 2, Life
    Annuity with 120 monthly payments certain. Once an Annuity Payment is made,
    the Annuity Option can not be changed to another Annuity Option. (See
    "Federal Tax Matters" on page 22.)

                                       20
<PAGE>
 
Allocation of Benefits

If no election is made to the contrary, the Accumulation Units of each
Subaccount will be changed into Annuity Units and applied to provide a Variable
Annuity based on that Subaccount.

In lieu of this automatic allocation of annuity benefits the Contractowner
may elect to transfer his or her Accumulation Units to any other Eligible
Portfolio. After the Annuity Date, transfers among Subaccounts may be made
twelve times each Contract year. Each Contractowner may transfer Annuity Units
of one Subaccount into Annuity Units of another Subaccount and/or Fixed
Accounts as discussed above at any time other than during the five-day interval
prior to and including any annuity payment date. There are no transfers allowed
during the Annuity Period from the Fixed Account to the Separate Account.

No election may be made for any individual unless such election would
produce an initial annuity payment of at least $20.

Annuity Options

The following annuity options are available.

Option 1 - Life Annuity - Annuity payment payable monthly during the
lifetime of an individual, ceasing with the last annuity payment due prior to
the death of the individual. This option offers the maximum level of monthly
annuity payments since there is no provision for a minimum number of annuity
payments or a death benefit for beneficiaries. It would be possible under this
option for an individual to receive only one annuity payment if death occurred
prior to the due date of the second annuity payment, two if death occurred
before the third annuity payment date, etc.

Option 2 - Life Annuity with 10 or 20 Years Certain - An annuity payable
monthly during the lifetime of an individual with payments made for a period
certain of not less than 10 or 20 years, as elected. The annuity payments will
be continued to a designated beneficiary until the end of the period certain.

Option 3 - Unit Refund Life Annuity - An annuity payable monthly during the
lifetime of an individual with annuity payments made for a period certain not
less than the number of months determined by dividing the amount applied under
this option by the amount of the first monthly annuity payment. This option
guarantees that the annuity units but not the dollar value applied under a
Variable Annuity payout will be repaid to the Annuitant or his beneficiary.

Option 4 - Joint and Survivor Annuity - An annuity payable monthly during
the joint lifetime of an individual and another named individual and thereafter
during the lifetime of the survivor, ceasing with the last annuity payment due
prior to the death of the survivor. It would be possible under this option, for
only one annuity payment to be made if both individuals under the option died
prior to the second annuity payment date, or only two annuity payments if both
died prior to the third annuity payment date, etc.

Option 5 - Installment Payments, Fixed Period - An amount payable monthly
for any specified number of years not exceeding 20. The amount of each Variable
Annuity payment will be determined by multiplying (a) and (b) where (a) is the
Annuity Unit Value on the day the annuity payment is made and (b) is the number
of Annuity Units applied under this Option divided by the number of remaining
monthly annuity payments.

Option 6 - Equal Installment Payments, Fixed Amount - An amount payable in
equal monthly installments (not less than $6.25 per $1,000 applied) until the
amount applied, adjusted daily by the investment results, is exhausted. The
final annuity payment will be the remaining sum left with American National.

Option 7 - Deposit Option - The amount due may be left on deposit with
American National for placement in its Fixed Account with interest at the rate
of not less than 3.0% per year. Interest will be paid annually, semiannually,
quarterly or monthly as elected. This option may not be available under certain
Qualified Contracts.

Option 8 - IRC Age Recalculation - An annuity payment based upon the
Annuitant's life expectancy, or the joint life expectancies of the Annuitant
and a beneficiary, at the Annuitant's attained age (and the beneficiary's
attained or adjusted age, if applicable) each year as computed in reference to
actuarial tables prescribed by the Treasury Secretary, until the amount
applied, adjusted daily by the investment results, is exhausted.

At any time, any amount remaining under Option 5, 6 or 7 may be withdrawn as
a lump sum or, if that amount is at least $2,000, may be applied under any one
of the first four Options. The lump sum payment requested will be paid within
seven days of receipt of the request at the Home Office based on the value next
computed after receipt of the request.

Other Annuity Forms - Provision may be made for annuity payments in any
reasonable arrangement mutually agreed upon.

If the beneficiary dies while receiving annuity payments certain under
Option 2, 3, 5, 6 or 8 above, the present value will be paid in a lump sum to
the estate of the beneficiary.

Value of Variable Annuity Payments:
Assumed Investment Rates

The annuity tables in the Contract which are used to calculate the annuity
payments are based on an "assumed investment rate" of 3.0%. If the actual
investment performance of the particular Subaccount selected is such that the
net investment return to the Contract is 3.0% per annum, the annuity payments
will remain constant. If the net investment return exceeds 3.0%, the annuity
payments will increase and if the return is less than 3.0%, the annuity
payments will decline.

The annuity payment will be greater for shorter guaranteed periods than for
longer guaranteed periods, and greater for life annuities than for joint and
survivor annuities, because the life annuities are expected to be made for a
shorter period.

                                       21
<PAGE>
 
At the election of the Contractowner, where state law permits, an Immediate
Annuity Contract may provide annuity benefits based on an assumed investment
rate other than 3.0%. The annuity rates for Immediate Annuity Contracts are
available upon request from American National's home office.

Annuity Provisions

Non-qualified life contingent annuity payments are determined on the basis
of the mortality table (1983 Table a projected to 1993, and 3.0% interest)
which generally reflects the age and sex of the Annuitant and the type of
annuity option selected, and varies with the investment performance of the
Eligible Portfolios in which the Contractowner has invested.

Qualified life contingent annuity payments are determined on the basis of
the mortality table [1983 Table a (female) projected to 1993, and 3.0%
interest] which generally reflects the age of the Annuitant and type of annuity
option selected and varies with the investment performance of the Eligible
Portfolios in which the Contractowner has invested. Payment of any amount upon
surrender, upon a request for policy loans, benefits payable in connection with
death, annuity payments, and transfers may be postponed whenever: (i) 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 Securities and Exchange Commission ("Commission"); (ii) the Commission
by order permits postponement for the protection of the Policyowners; or (iii)
an emergency exists, as determined by the Commission, 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 net assets.


                              FEDERAL TAX MATTERS

Introduction

The following discussion is general in nature and is not intended as tax
advice for each Contractowner. It does not address the tax consequences
resulting from all situations in which each Contractowner may be entitled to or
may receive a distribution under a Contract. Tax advice should be sought from a
competent source prior to purchase. The discussion below is based on American
National's understanding of the present federal tax law as currently
interpreted by the Internal Revenue Service. No representation is made as to
the continuation of present federal tax law or its current interpretation.
State tax law may also be applicable.

Taxation of Annuities in General

A Contractowner, other than a corporate owner or an owner that is not a
natural person, is not generally subject to income tax on increases in the
Accumulation Value of the Contract until payments are received under the
Contract. Income taxation of the benefits received under the Contract, whether
before or after the Annuity Date, is determined under Section 72 of the Code.

Any distribution whether a full or partial surrender, prior to the Annuity
Date may subject the Contractowner to income tax. For this purpose, a policy
loan under any Contract, or an assignment or pledge (or an agreement to assign
or pledge) is considered a distribution prior to the Annuity Date.

If the distribution prior to Annuity Date is by full surrender, the
Contractowner is taxed on the amount distributed less Purchase Payments less
any prior partial surrenders which were not subject to income tax.

If the distribution prior to the Annuity Date is by partial surrender, it is
deemed to come first from any previously untaxed Accumulation Value and then
from Purchase Payments. The Contractowner is subject to income tax on any
previously untaxed Accumulation Value which is distributed.

Purchase Payments may be paid by means of a tax free exchange of annuity
Contracts under Section 1035 of the Code. Contracts exchanged under Code
Section 1035 will be subject to the annuity income tax rules of Section 72 of
the Code in effect after that date, with exceptions set out in the description
of the Penalty Tax regarding the First-in First-out treatment of pre-August 14,
1982 contracts.

Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction agreement (in accordance with Code Section 403(b)(11)) are
limited to circumstances only: when the Contractowner attains age 59-1/2,
separates from service, dies, becomes disabled (within the meaning of Section
72(m)(7) of the Code), or in the case of hardship. Withdrawals for hardship are
restricted to the portion of the Accumulation Value which represents
contributions made by the Contractowner and does not include any investment
results. These limitations on withdrawals apply to: (1) salary reduction
contributions made after December 31, 1988; (2) income attributable to such
contributions; and (3) income attributable to amounts held as of December 31,
1988. The limitations on withdrawals do not affect rollovers or exchanges
between certain qualified plans. Tax penalties may also apply. While the
foregoing limitations only apply to certain Contracts issued in connection with
Section 403(b) qualified plans, all Contractowners should seek competent tax
advice regarding any withdrawals or distributions.

If distributions are received after the Annuity Date under an annuity
option, that portion of each annuity payment which represents the
Contractowner's investment in the Contract is excluded from gross income for
income tax purposes. The "investment in the contract" is equal to the total
Purchase Payments for the Contract less any payments under the Contract that
were excluded from gross income. Once the Contractowner's investment in the
Contract is returned in full, the entire amount of each annuity payment is
taxable as ordinary income.

                                       22
<PAGE>
 
The Technical and Miscellaneous Revenue Act of 1988 made several changes in
the Code. Among those changes is a provision that provides that all annuity
Contracts issued by the same life insurance company to the same Contractowner
during a twelve month period shall be treated as one annuity Contract for
purposes of determining the amount includable in the Contractowner's income for
amounts not received as an annuity. This rule will apply to a distribution
received under the Contract, including a distribution by full or partial
surrender, or other distribution that is not in the form of a payment received
under an annuity option of the Contract.

If the Contractowner dies before the Annuity Date, the Accumulation Value
must be distributed within a specified period. This distribution requirement
does not apply where the spouse of the Contractowner is the successor owner.

Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States.

The United State Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investment
underlying the Contracts, in order for the Contracts to be treated as annuities
for income tax purposes. American National intends that these diversification
standards will be satisfied. American National reserves the right to amend the
Contracts in any way necessary to maintain compliance with these standards.

Penalty Tax On Distributions

If there is a taxable distribution from the annuity, there is a penalty tax
equal to 10% of the taxable amount distributed to the extent the taxable
distribution is considered to be an early distribution under the annuity
Contract. The penalty tax does not apply to taxable distributions made as a
result of the death or disability of the Contractowner or distributions made
after the Contractowner reaches age 59-1/2; to distributions made under
Immediate Annuities; to distributions made under Settlement Options 1 or 4,
provided the distribution under such plans are substantially equal; and to
distributions attributable to Purchase Payments prior to August 14, 1982. The
penalty tax will not apply to distributions attributable to Purchase Payments
within ten years or more prior to the distribution. For this purpose,
distributions will be attributed to Purchase Payments on a "first-in first-out"
basis (to the earliest Purchase Payment which has not been fully allocated to
prior distributions).

Qualified Contracts

Qualified Contracts are designed for use with several types of qualified
plans including those subject to Code sections 401, 403(b), 408, and 457. The
tax rules applicable to Annuitants in such qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Annuitants in
qualified plans may include: individuals purchasing Individual Retirement
Annuities (IRAs); business owners (both self-employed and stockholders) who
establish pensions, profit sharing plans, and SEPs; employees of 501(c)(3)
organizations or public schools contributing to 403(b) annuities; and
government employees covered by a 457 deferred compensation plan.

As a general rule, Purchase Payments made by or for Annuitants in qualified
plans are not subject to current taxation. To the extent any such amounts are
taxed prior to or at the time of Purchase Payment, such amounts establish a
cost basis exempt from tax at the time of distribution. 

Distributions from Qualified Contracts must satisfy certain minimum
distribution requirements. These requirements relate to both the time and
amount of distribution which include premature payments. Failure to comply may
result in penalty taxes which would be in addition to normal taxes.
Distributions from 401 plans and 403(b) annuities paid to the plan
participant/annuitant will be subject to mandatory Federal withholding of
twenty percent (20%). No withholding will apply if there is a direct rollover
among plans.

The Retirement Equity Act of 1984 imposes certain requirements with respect
to payments from qualified plans for married Annuitants and provides certain
restrictions involving qualified domestic relations orders.


                                  PERFORMANCE

Performance information for the Subaccounts may appear in reports and
advertising to current and prospective Contractowners. The performance
information is based on historical investment experience of the Subaccounts and
the Funds and does not indicate or represent future performance.

Total returns are based on the overall dollar or percentage change in value
of a hypothetical investment. Total return quotations reflect changes in Fund
share price, the automatic reinvestment by the separate account of all
distributions and the deduction of applicable annuity charges (including any
contingent deferred sales charges that would apply if a Contractowner
surrendered the Contract at the end of the period indicated). Quotations of
total return may also be shown that do not take into account certain
contractual charges such as a contingent deferred sales load. The total return
percentage will be higher under this method than under the standard method
described above.

A cumulative total return reflects performance over a stated period of time.
An average annual total return reflects the hypothetical annually compounded
return that would have   produced the same cumulative total return if the
performance had

                                       23
<PAGE>
 
been constant over the entire period. Because average annual total returns
tend to smooth out variations in a Subaccount's returns, you should recognize
that they are not the same as actual year-by-year results.

Some Subaccounts may also advertise yield. These measures reflect the income
generated by an investment in the Subaccount over a specified period of time.
This income is annualized and shown as a percentage. Yields do not take into
account capital gains or losses or the contingent deferred sales load.
    
The FID Money Market Subaccount and the AN Money Market Subaccount may
advertise its current and effective yield. Current yield reflects the income
generated by an investment in the Subaccount over a 7-day period. Effective
yield is calculated in a similar manner except that income earned is assumed to
be reinvested. The Investment Grade Bond and the High Income Subaccounts may
advertise a 30-day yield which reflects the income generated by an investment
in the Subaccount over a 30-day period.     


                         DISTRIBUTOR OF THE CONTRACTS

SM&R, One Moody Plaza, Galveston, Texas 77550-7999, a wholly-owned
subsidiary of American National will act as the principal underwriter of the
Contracts pursuant to a Distribution and Administrative Services Agreement
between itself and American National. SM&R was organized under the laws of the
State of Florida in 1964, and is a registered broker/dealer pursuant to the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers. (See the American National Fund's Prospectus.)

Registered representatives of SM&R who sell Variable Annuities will receive
commissions from SM&R based upon a commission schedule. After issuance of the
Contract, broker-dealers will receive sales commissions aggregating no more
than 6.1% of the Purchase Payments. In addition to such sales commissions,
after the first Contract year, broker-dealers who have entered into
distribution agreements with American National may receive an annual override
commission of no more than 0.25% of the Contract's accumulation value. SM&R and
American National may authorize other registered broker/dealers and their
Registered Representatives to sell the Contracts subject to applicable law.


                 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

American National holds the assets of the Separate Account. The assets are
kept physically segregated and held separate and apart from the General Account
assets, except for the Fixed Account. American National maintains records of
all purchases and redemptions of shares of Eligible Portfolios by each of the
Subaccounts.


                                 VOTING RIGHTS

All of the assets held in the Subaccounts of the Separate Account will be
invested in shares of the corresponding Eligible Portfolios. American National
is the legal holder of those shares and as such has the right to vote to elect
the Board of Directors of the American National Fund and the Fidelity Funds, to
vote upon certain matters that are required by the 1940 Act to be approved or
ratified by the shareholders of a mutual fund, and to vote upon any other
matter that may be voted upon at a shareholders' meeting. To the extent
required by law, American National will vote all shares of Eligible Portfolios
held in the Separate Account at regular and special shareholder meetings in
accordance with instructions received from Contractowners. The number of votes
for which each Contractowner has the right to provide instructions will be
determined as of the record date selected by the Board of Directors of the
American National Fund or the Fidelity Funds, as the case may be. American
National will furnish Contractowners with the proper forms, materials and
reports to enable them to give it these instructions.

The number of shares of an Eligible Portfolio in a Subaccount for which
instructions may be given by a Contractowner is determined by dividing the
Accumulation Value held in that Subaccount by the net asset value of one share
in the corresponding Eligible Portfolio. Fractional shares will be counted.
Shares of an Eligible Portfolio held in each Subaccount for which no timely
instructions from Contractowners are received and shares of an Eligible
Portfolio held in each Subaccount which do not support Contractowner interests
will be voted by American National 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, American National may elect to vote shares of the
Eligible Portfolios in its own right. 

Matters on which Contractowners may give voting instructions include the
following: (1) election of the Board of Directors of the American National Fund
or the Fidelity Funds (2) ratification of the independent accountant of the
American National Fund or the Fidelity Funds; (3) approval of the Investment
Advisory Agreement for the Eligible Portfolio(s) corresponding to the
Contractowner's selected Subaccount; (4) any change in the fundamental
investment Policies of the Eligible Portfolio(s) corresponding to the
Contractowner's selected Subaccount(s); and (5) any other matter requiring a
vote of the shareholders of the American National Fund or the Fidelity Funds
under the 1940 Act.

                                       24
<PAGE>
 
                     STATE REGULATION OF AMERICAN NATIONAL

American National, a stock life insurance company organized under the laws
of Texas, is subject to regulation by the Texas Department of Insurance. On or
before March 1 of each year a National Association of Insurance Commissioners
convention blank covering the operations and reporting on the financial
condition of American National and the Separate Account as of December 31 of
the preceding year must be filed with the Texas Department of Insurance. 

Periodically, the Texas Department of Insurance examines the liabilities and
reserves of American National and the Separate Account and certifies their
adequacy. A full examination of American National's operations is also
conducted periodically by the National Association of Insurance Commissioners.

In addition, American National is subject to the insurance laws and
regulations of other states within which it is licensed or may become licensed
to operate. The Contracts offered by the Prospectus are available in the
various states as approved. Generally, the Insurance Department of any other
state applies the laws of the state of domicile in determining permissible
investments. However, differences in state laws may require American National
to offer a Contract in one or more states which are more favorable to a
Contractowner than provisions in a Contract offered in other states.


                                 LEGAL MATTERS

All matters of Texas law pertaining to the Contract, including the validity
of the Contract and American National's right to issue the Contract under Texas
Insurance Law, have been passed upon by Greer, Herz and Adams, L.L.P., General
Counsel.


                               LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject. American National is
not involved in any litigation that is of material importance in relation to
its total assets or that relates to the Separate Account.


                                    EXPERTS
    
The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1995 and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1995 and for the year then ended, included 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 report.

The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1994  and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1994 and for the period April 20, 1994, through December 31,
1994, included in this prospectus and elsewhere in the  registration statement
have been audited by KPMG Peat Marwick  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 report.      


                            ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Contract offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Separate Account, American National and the Contract
offered hereby. Statements contained in this Prospectus as to the contents of
the Contract and other legal instruments are summaries. For a complete
statement of the terms thereof reference is made to such instruments as filed.


                             FINANCIAL STATEMENTS

The financial statements of American National should be considered only as
bearing on the ability of American National to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account. The financial
statements can be found in the Statement of Additional Information.

                                       25
<PAGE>
 
                       TABLE OF CONTENTS OF STATEMENT OF
                            ADDITIONAL INFORMATION

                                                                  Page

The Contract                                                         3
Valuation of Accumulation Units                                      3
Computation of Variable Annuity Payments                             3
Annuity Unit Value                                                   3
Summary                                                              4
Exceptions to Charges                                                4
Termination of Contract                                              4
Group Unallocated Contract                                           4
Additional Federal Tax Matters                                       4
Limits on Subsequent Purchase Payments
  (Under the Internal Revenue Code)                                  4
Taxation of American National                                        5
Tax Status of the Contracts                                          5
Assignment                                                           5
Distribution of the Contracts                                        5
Safekeeping of Separate Account Assets                               5
State Regulation of American National                                5
Records and Reports                                                  6
Performance                                                          6
Total Return                                                         6
Yields                                                               6
Legal Matters                                                        7
Legal Proceedings                                                    7
Experts                                                              7
Additional Information                                               7
Financial Statements                                                 7
Financials                                                           8

                                       26
<PAGE>
 
<TABLE> 
<C>                           <C>                            <C> 
[LOGO OF AMERICAN                      Purchaser Suitability Form
NATIONAL APPEARS HERE]                 New Account Information & Arbitration
AMERICAN NATIONAL INSURANCE COMPANY      Agreement
One Moody Plaza, Galveston, Texas   
 77550-7999                         

   This form must accompany all applications to establish new accounts in
American National's Variable products, American National Investment Accounts,
Inc., Variable Insurance Products Fund and Variable Insurance Products Fund II.
   Article III, Sections 2 & 21 of the Rules of Fair Practice require a
Representative to obtain the information contained in this form in order to
accept a new account in the American National Variable products.
- --------------------------------------------------------------------------------
Date              Registered Representative
- --------------------------------------------------------------------------------
A. Securities Registration of Customer
Name(s) and Age(s)

- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Social Security No. (Individual,       Taxpayer ID No. (Trust, 
Joint Accounts, Custodial Accounts     Estate, Pension Trust, 
for Minors)                            Corporation, Partnership, etc.) 
                                                                
- --------------------------------------------------------------------------------
B. Is the Purchaser or proposed insured employed by or associated with a
   member of the NASD or NYSE?
   [ ] Yes [ ] No   If he/she is, provide the name, address and phone number
                    of the firm: 
      
- --------------------------------------------------------------------------------
        If yes, provide the name, address and phone number of the firm:

- --------------------------------------------------------------------------------
C. Does Customer have other securities holdings? [ ] Yes  [ ] No
   [ ] Stocks  [ ] Bonds  [ ] Mutual Funds  [ ] Variable Products  [ ] Other
   Are they redeeming other mutual fund shares and/or variable products to
   make this purchase? [ ] Yes  [ ] No

- --------------------------------------------------------------------------------
D. Pertinent Additional Information (Check Appropriate Boxes)

   [ ] Application Attached            Check Attached Payable To:

   [ ] Signed Arbitration Agreement     ________________________________________

   [ ] Signed Statement of Refusal      [ ] Other______________________________ 
       to Provide Financial Information
       if Applicable
- --------------------------------------------------------------------------------

- --------------------------------------  ----------------------------------------
Registered Representative's Name        Representative's Personal Code
           (print) 

- --------------------------------------  ----------------------------------------
Registered Representative's Signature   Date

- --------------------------------------  ----------------------------------------
B/O#  PSO#                              Home Office Approval       Date Received

                    Signature required on the reverse side

Investment Suitability   To be completed by Registered Representative and
                         Purchaser

NASD rules require the Registered Representative to have reasonable grounds
for believing that any sale is suitable for the customer. Therefore, Registered
Representatives are required to make inquiries concerning the financial
condition of a proposed purchaser (the "Purchaser") of American National's
Variable products. Purchasers are urged to supply such information so that the
representative can make an informed judgment as to the suitability for a
particular Purchaser of variable products. However, Purchasers are not required
to divulge such information. If the Purchaser chooses not to do so, the
Purchaser must execute the signature line on the reverse side signifying
his/her refusal and acknowledge that the representative requested the
suitability information.
- --------------------------------------------------------------------------------
Investment Suitability Continued  To be completed by Registered
                                  Representative and Purchaser
1. OCCUPATION:                                 Phone No. Employer
              --------------------------------                   ---------------

Name and Address Employer:
                          ------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 


2. TAX STATUS:   [ ] Single                       [ ] Head of Household  
   [ ] Married filing separate returns
   [ ] Married filing joint return or Qualifying  [ ] Corporation
       widow(er) with dependent child             [ ] Other 
                                                           -------------------

                         Continued on the reverse side
</TABLE> 

                                       27
<PAGE>
 
<TABLE> 
<C>                                 <C>                            <C>                      <C> 
3. Marital Status
        A. [ ] Married     B. [ ] Single          C. [ ] Widowed
4. Dependents
        A. [ ] Spouse      B. [ ] Children: Ages  C. [ ]  
5. Sources of Funds for Investment
        A. [ ] Current Earnings    C. [ ] Gift or Inheritance    E. [ ] Death Benefit       G. [ ] Other Policy Proceeds 
        B. [ ] Savings             D. [ ] Sale of Assets         F. [ ] Maturity Proceeds   H. [ ] 
6.  Primary Purpose of Investment:
        Individual                                    Business
        A. [ ] Education     D. [ ] Tax Shelter       A. [ ] Retirement Plan         D. [ ] Buy-Sell
        B. [ ] Savings       E. [ ]                   B. [ ] Key Man                 E. [ ] Depreciation Reserve
        C. [ ] Estate Plan                            C. [ ] Deferred Compensation   F. [ ]          
7.  Investment Profile:
    1. What is your current investment preference?
       [ ] High Growth Potential      [ ] Income Growth Potential    [ ] Maximum Safety/Modest Return
    2. What is your Risk comfort level?
       [ ] High       [ ]  Moderate           [ ] Limited
    3. What is your financial goal time horizon?
       [ ] 1-5 Years          [ ] 5-10 Years         [ ] 10 Years and Beyond
    4. What is your age range?
       [ ] 21-40      [ ] 41-59       [ ] 60+
    5. What is your tax bracket?
       [ ] 15%         [ ] 28%         [ ] 28%+
    6. Are you concerned with having adequate income during retirement:  [ ] Yes  [ ] No
    7. Are you responsible for the financial welfare of anyone other than your immediate family (i.e. alimony, child, 
       parental support, etc.) [ ] Yes   [ ] No
- ----------------------------------------------------------------------------------------------------------------------------------
Estimated Annual Income        *Estimated Net Worth    Life Insurance        Is the applicant a policyholder of American 
                                                       Face Amount           National? 
- ----------------------------------------------------------------------------------------------------------------------------------
   $                            $                      $                     [ ] Yes      [ ] No
- ----------------------------------------------------------------------------------------------------------------------------------
*Net Worth is exclusive of home furnishings and automobile.
- ----------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF REFUSAL TO PROVIDE FINANCIAL INFORMATION

I fully understand that the Registered Representative, acting on behalf of American National Insurance Company and Securities
Management and Research, Inc., has requested the above suitability information to determine whether my purchase of American
National's Variable products is an appropriate investment considering my financial condition. I refuse to provide the requested
information and by my/our signature(s) below agree not to seek rescission of the applicable variable product issued or damages based
on its unsuitability.
        
- ---------------------------------------------------------             -----------------------------------------------------------
Signature Purchaser                                                   Signature Joint Owner (Must Sign)

REPRESENTATIVE EXPLANATION OF CUSTOMERS REFUSAL TO PROVIDE INFORMATION ON THIS FORM

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

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

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

                                                PURCHASER AGREEMENT TO ARBITRATION

             THIS SECTION IS NOT APPLICABLE TO MISSOURI RESIDENTS! The following conditions are agreed to by all parties to this
agreement.

1. Arbitration is final and binding on the parties.

2. The parties are waiving their right to seek remedies in court, including the right to jury trial.

3. Pre-arbitration discovery is generally more limited and different from court proceedings.

4. The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek
   modification of rulings by arbitrators is strictly limited.

5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities
   industry.

        By signature below, I (we) understand that I (we) have the right to any dispute between us arising under the federal
securities laws to be resolved through litigation in the courts. In lieu of using the courts, I (we) may agree, after any such
dispute has arisen, to settle it by arbitration before an appropriate group of arbitrators. However, I (we) understand that any
other dispute between us arising out of any transaction or this agreement shall be settled by arbitration before the National
Association of Securities Dealers, Inc., which must be commenced by a written notice of intent to arbitrate. Judgement upon any
award rendered may be entered in any appropriate court.

        I (we) further understand that we may not bring a punitive or certified class action to arbitration, nor seek to enforce any
pre-dispute arbitration agreement against anyone who has initiated in court a punitive class action; or who is a member of a
punitive class action until (1) the class action certification is denied; or (2) the class is decertified; or (3) I (we) are
excluded from the class action by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of
any rights under this agreement except to the extent stated herein.
        
- ------------------------------------------------------             --------------------------------------------------------
Signature Purchaser                                                Signature Joint Owner (Must Sign)
</TABLE> 

                                       28
<PAGE>
 


















                                      29
<PAGE>
 
Distributor
Securities Management & Research, Inc.
One Moody Plaza
Galveston, Texas 77550-7999

Custodian
American National Insurance Company
One Moody Plaza
Galveston, Texas 77550-7999

Investment Manager
Securities Management & Research, Inc.
One Moody Plaza
Galveston, Texas 77550-7999

Insurer
American National Insurance Company
One Moody Plaza
Galveston, Texas 77550-7999


[AMERICAN NATIONAL ARTWORK HERE]

[BAR CODE HERE]

Form 5774 4-96

                                       30
<PAGE>
 
                                   INVE$TRAC
                                     GOLD

                          Variable Annuity Contracts

                                  PROSPECTUS
                                      FOR
                               GROUP UNALLOCATED
                   
                          VARIABLE ANNUITY CONTRACTS      
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY

                      American National Insurance Company
<PAGE>
 
                      THIS PROSPECTUS DOES NOT CONSTITUTE
                   AN OFFERING IN ANY JURISDICTION IN WHICH 
                   SUCH OFFERING MAY NOT BE LAWFULLY MADE. 
                   NO DEALER, SALESMAN, OR OTHER PERSON IS 
                    AUTHORIZED TO GIVE ANY INFORMATION OR 
                    MAKE ANY REPRESENTATIONS IN CONNECTION 
                     WITH THIS OFFERING OTHER THAN THOSE 
                  CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
                      OR MADE, SUCH OTHER INFORMATION OR 
                   REPRESENTATIONS MUST NOT BE RELIED UPON.
<PAGE>
 
                          VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                      AMERICAN NATIONAL INSURANCE COMPANY
                 ONE MOODY PLAZA, GALVESTON, TEXAS 77550-7999
                                (409) 763-4661

  This Prospectus describes the group unallocated form of Variable Annuity
Contracts (the "Contract") offered by American National Insurance Company
("American National"). The Contract is designed to provide an investment
vehicle for the accumulation of capital on a tax-deferred basis for retirement
or other long-term purposes. 

  Unlike traditional guaranteed annuities, the Contract provides 
Accumulation Values which are based on and vary with the investment performance
of Subaccounts of the American National Variable Annuity Separate Account (the
"Separate Account") and/or the American National Fixed Account. The assets of
the Subaccounts are invested in the portfolios of American National Investment
Accounts, Inc. (the "American National Fund") and in the portfolios of Variable
Insurance Products Fund and Variable Insurance Products Fund II (sometimes
referred to, collectively, as the "Fidelity Funds"). The portfolios of the
American National Fund and the portfolios of the Fidelity Funds that are
available for investment will sometimes be referred to, individually, as an
"Eligible Portfolio" and, collectively, as the "Eligible Portfolios." 

  The Contractowner may request that all or a portion of the Accumulation
Value of the Contract be annuitized. At that time, a portion of the
Accumulation Value is allocated to the Fixed Account and annuity payments are
made according to the option provided by the Plan.

  The Separate Account is registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940 (the "1940
Act") as a unit investment trust, which is a type of investment company. The
Separate Account currently has fourteen separate Subaccounts:  the AN Money
Market, the AN Growth, the Balanced, the Managed, the Investment Grade Bond,
the Asset Manager, the Index 500, the FID Money Market, the Equity-Income,
the High Income, the FID Growth, the Overseas, the Contrafund and the Asset
Manager: Growth Subaccounts. The assets of such Subaccounts are invested in
shares of a corresponding Eligible Portfolio. The accompanying prospectuses for
the American National Fund and the Fidelity Funds describe the investment
objectives, policies and the risks of each of the Eligible Portfolios.
 
  The Fixed Account is funded by the general assets of American National.

  Although the Contract is designed primarily to offer benefits based on
investment performance, all or a portion of the Accumulation Value can be in
the form of a traditional guaranteed annuity.

  The Contractowner has the right to examine a Contract and return it to
American National during what is generally known as the "free look" period.
American National will then refund the greater of all Purchase Payments made by
the Contractowner or the Accumulation Value plus the amount of any charges for
state premium taxes, mortality and expense risk and advisory fees. The "free
look" period is established by state law and generally runs ten days after the
Contractowner receives the Contract. State law generally does not provide such
a "free look" period for the Plan Participants.

  This Prospectus sets forth the information that a prospective investor
should know before investing. A Statement of Additional Information about the
Contract is free and may be obtained by writing American National at the
address above. The Statement of Additional Information which has the same date
as this Prospectus, has been filed with the Securities and Exchange Commission.
The Table of Contents of such Statement of Additional Information is set forth
in this Prospectus on page 21.

              This Prospectus is valid only when accompanied by 
  Current Prospectuses For The American National Investment Accounts, Inc., 
   Variable Insurance Products Fund and Variable Insurance Products Fund II

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE SECURITIES
          REGULATORY AUTHORITY, NOR HAS THE COMMISSION, OR ANY STATE
                       SECURITIES REGULATORY AUTHORITY, 
           PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   Please Read This Prospectus Carefully And Retain It For Future Reference.
      
              The Date of This Prospectus is April 30, 1996.      

                                       2
<PAGE>
 
                               TABLE OF CONTENTS

                                                                        Page
Glossary of Terms....................................................     4
Summary of the Contracts.............................................     5
        Purpose of the Contracts.....................................     5
        Investment Options...........................................     5
        Purchasing a Variable Annuity Contract.......................     5
        Allocations and Transfers....................................     5
        Death Benefit................................................     5
        Surrenders from the Contract.................................     5
        How Annuity Payments are Determined..........................     5
        Your Right to Cancel the Variable Annuity Contract...........     5
Summary of Expenses..................................................     6
        Expenses.....................................................     6
        American National Insurance Company and the Separate Account.     9
        American National Insurance Company..........................     9
        The Separate Account.........................................     9
        The American National Fund...................................     9
        The Fidelity Funds...........................................    10
Addition, Deletion or Substitution of Investments....................    11
Fixed Account........................................................    12
Contract.............................................................    13
        Purpose of the Contract......................................    13
        Type of Contract.............................................    13
        Contract Application and Purchase Payments...................    13
        Allocation of Purchase Payments..............................    13
        Crediting of Accumulation Units..............................    13
        Determining the Accumulation Unit Values.....................    13
        Transfers....................................................    13
Contractowner Inquiries..............................................    15
Charges and Deductions...............................................    15
        Surrender Charge.............................................    15
        Other Charges................................................    15
        (a) Administrative Charges...................................    15
        (b) State Premium Taxes......................................    15
        (c) Mortality and Expense Risk Fee...........................    15
        (d) Charges for Taxes........................................    15
        (e) Exchange Fee.............................................    15
        Exceptions to Charges........................................    15
Distributions Under the Contract.....................................    16
        Full and Partial Surrenders..................................    16
Annuity Payments.....................................................    17
        Annuity Options..............................................    17
        Annuity Provisions...........................................    17
Federal Tax Matters..................................................    18
        Introduction.................................................    18
        Taxation of Annuities in General.............................    18
        Qualified Contracts..........................................    18
Performance..........................................................    18
Distributor of the Contracts.........................................    19
Safekeeping of the Separate Account's Assets.........................    19
Voting Rights........................................................    19
Legal Matters........................................................    19
State Regulation of American National................................    20
Legal Proceedings....................................................    20
Experts..............................................................    20
Additional Information...............................................    20
Financial Statements.................................................    20
Table of Contents of Statement of Additional Information.............    21

                                       3
<PAGE>
 
                               GLOSSARY OF TERMS

  The following definitions may be useful in reading this Prospectus. Certain
additional terms are defined in the text.

  Accumulation Period - The period from the date Accumulation Units are first
purchased under a Contract to the date the Contract is surrendered for its then
current value.

  Accumulation Unit - A standard of measurement used with respect to each
Subaccount to calculate the value of a Contract during the Accumulation Period.
The value of an Accumulation Unit fluctuates with the value of the shares of
the corresponding Eligible Portfolio owned by each Subaccount less any
applicable deductions (see "Charges and Deductions," page 15).
  
  Accumulation Unit Value - The value of an Accumulation Unit.

  Accumulation Value - The Accumulation Value of a Contract is the sum of: (i)
the total Accumulation Units in Subaccounts times the respective Accumulation
Unit Values of such Subaccounts, and (ii) the Contractowner's value in the
Fixed Account.

  Contract - A Variable Annuity Contract issued pursuant to this Prospectus
which sets forth the obligations and contractual promises which American
National makes to the Contractowner. 

  Contractowner - The entity entitled to exercise rights of ownership in a
Contract prior to termination of the Contract. 

  Contract Year - The period from the date the first Purchase Payment is
credited to the immediately preceding day of the succeeding year. (February 29
will be treated as February 28 for the purpose of this definition).

  Deferred Annuity Contract - A Contract in which annuity payments commence at
some future date specified by the Contractowner.

  Eligible Portfolio - A Portfolio of The American National Fund or the
Fidelity Funds which corresponds to and in which a Subaccount can be invested.

  Fixed Account - An account that is a part of American National's General
Account to which all or a portion of Net Purchase Payments and transfers may be
allocated for accumulation at fixed rates of interest.

  General Account - The General Account of American National which includes
all of American National's assets except those assets segregated into its
separate accounts.

  Group Unallocated Contract - A Contract between the Contractowner and
American National under which all Accumulation Units are credited to one
accumulation account.

  Immediate Annuity - A Contract purchased with a single Purchase Payment,
which provides immediate annuity payments on an annual, semiannual, quarterly
or monthly schedule to the Contractowner.

  Mortality and Expense Risk Fee - The amount payable to American National for
accepting mortality and expense risks.

  Net Purchase Payment - The Purchase Payment less any government entity
premium tax charge.

  Non-Qualified Contract - A Contract issued in connection with a retirement
plan that does not receive favorable tax treatment under the Internal Revenue
Code.

  Plan - A document or agreement defining the retirement or other benefits and
those eligible to receive them. The Plan is not a part of a Contract and
American National is not a party to a Plan.

  Plan Participant - a participant in a Plan.

  Portfolio - A separate series of capital securities designed to meet
specified investment objectives. The American National Fund currently consists
of four portfolios, all of which are Eligible Portfolios. The Fidelity Funds
currently consist of ten portfolios, all of which are Eligible Portfolios.

  Purchase Payment - A payment made into a Contract.

  Qualified Contract - A Contract issued in connection with a Plan that
receives favorable tax treatment under the Internal Revenue Code of 1986.

  Subaccount - A subdivision of the Separate Account. Each Subaccount invests
exclusively in the shares of a corresponding Eligible Portfolio.

  Valuation Date - A valuation date is each day on which the New York Stock
Exchange ("NYSE") is open for trading.

  Valuation Period - The period commencing at the close of regular trading on
the NYSE on one Valuation Date and ending at the close of regular trading on
the NYSE on the next succeeding Valuation Date.

  Variable Annuity - An annuity providing Accumulation Value which varies in
dollar amount depending on the investment results of the American National Fund
or the Fidelity Funds.

                                       4
<PAGE>
 
                           SUMMARY OF THE CONTRACTS

Purpose of the Contracts

  The purpose of the Contract is to provide Accumulation Values  which are
expected to reflect changes in the cost of living to a greater degree than a
traditional guaranteed annuity. The Contract offers Contractowners the
opportunity to vary the Accumulation Value based on the performance of the
investments chosen by the Contractowner 

  There is no assurance that a Subaccount will obtain its investment
objective. Because a Variable Annuity's value is based on the investment
performance of Eligible Portfolios and is not guaranteed, a Variable Annuity
Contract entails more investment risk than a traditional guaranteed annuity.

  There is also American National's Fixed Account option for Contractowners
who prefer more conservative investments. (See Fixed Account, page 12.)

Investment Options

  Net Purchase Payments may be invested in the Subaccounts and/or in American
National's Fixed Account. The fourteen Subaccounts are:  the AN Money Market,
the AN Growth, the Balanced, the Managed, the Investment Grade Bond, the Asset
Manager, the Index 500, the FID Money Market, the Equity-Income, the High
Income, FID Growth, the Overseas, the Contrafund and the Asset Manager: Growth
Subaccounts. Each of the Subaccounts invests exclusively in the shares of a
corresponding Eligible Portfolio. Each such Subaccount and corresponding
Eligible Portfolio has a different investment objective (See "The American
National Fund" at page 9, and "The Fidelity Funds" at page 10.)

Purchasing a Variable Annuity Contract

  If a legal entity wishes to purchase a Contract, the legal entity must
complete an application and pay the minimum initial Purchase Payment to
American National's home office. 

Allocation and Transfers

  Net Purchase Payments will be initially allocated to each Subaccount and/or
American National's Fixed Account as instructed in the application. Thereafter,
the allocation may be changed by the Contractowner. 

  Transfers can be made between Subaccounts and American National's Fixed
Account. American National allows twelve free transfers per Contract Year. Any
additional transfer will be subject to a $10.00 exchange fee. Transfers out of
the Fixed Account are limited as described in the section "TRANSFERS" on page
13.

  Transfers and allocation changes can be made by either writing to American
National's home office or by telephone instructions. A Telephone Transfer
Authorization Form must to be on file at American National's home office before
telephone instructions will be allowed.

Death Benefit

  The death benefit, if any will be determined by the provisions of the Plan
pursuant to which the Contract is issued.

Surrenders from the Contract

  All or part of a Accumulation Value may be surrendered upon the
Contractowner's written request. The surrender is subject to a Surrender
Charge. Contracts purchased in connection with retirement plans may be subject
to restrictions imposed by the Plan. The sum of surrender charges and
distribution expense charges will never be more than 9.0% of total Purchase
Payments paid.

How Annuity Payments Are Determined

  The Contractowner may request that all or a portion of the Accumulation
Value of the Contract be annuitized. At that time, a portion of the
Accumulation Value is allocated to the Fixed Account and annuity payments are
made according to the option provided by the Plan. There are a number of
different annuity options, each of which provides a different level and number
of annuity payments. The annuity options include payments for the life of a
Plan Participant, payments for the life of an Plan Participant with a guarantee
that such payments will continue for at least 10 or 20 years, or payments made
jointly to a Plan Participant and another named individual with a right of
survivorship (See Annuity Options, page 17.)

Your Right to Cancel the Variable Annuity Contract
The "free look" Period

  State law requires that Contractowners be given a "free look" period,
generally running ten days after the Contractowner receives the Contract,
within which the Contractowner may return the Contract to American National's
home office. State law does not generally provide a "free look" period for the
Plan Participants. If a Contract is returned during the Contractowner's "free
look" period, American National will then refund the greater of all Purchase
Payments made or the Accumulation Value plus the amount of any charges for
state premium taxes, mortality and expense risk and advisory fees. (See
"Contract Application and Purchase Payments," page 13.)

                                       5
<PAGE>
 
                              SUMMARY OF EXPENSES

Expenses 

  The purpose of the following table is to illustrate the costs and expenses
that are borne, directly and indirectly, by Contractowners. The information set
forth should be considered together with the narrative provided under the
heading "Charges and Deductions" in this Prospectus. In addition to the
expenses listed below, premium taxes may also be applicable. 

CONTRACTOWNER TRANSACTION EXPENSES

  Sales Load as a percentage of Purchase Payments....................   0%

  Deferred Sales Load ("Surrender Charge")

  A Surrender Charge is imposed based upon the Contract Year  in which the 
withdrawal is made. The Surrender Charge is deducted from the remaining
Accumulation Value, or, if the remaining Accumulation Value is insufficient to
cover the Surrender Charge, a portion of the Surrender Charge will be deducted
from the withdrawal amount. Such Surrender Charge will be a percentage of each 
withdrawal as illustrated in the following table: 

                  Contract Years  Applicable Surrender Charge
                      as a Percentage of Each Withdrawal

                          1...................... 4.0 
                          2...................... 3.5 
                          3...................... 3.0 
                          4...................... 2.5 
                          5...................... 2.0
                          6...................... 1.5 
                          7...................... 1.0 
                          8 and thereafter....... 0.0

Exchange Fee                                                        $10.
(there is no exchange fee for the first twelve transfers)             

Annual Contract Fee                                                 $ 0.

Separate Account Annual Expenses
(as a percent of average net assets)
Mortality Risk Fee                                                 0.40%
Expense Risk Fee                                                   0.45%  
Administrative Asset Fee                                           0.10%
Total Separate Account Annual Expense                              0.95%

AN Money Market Portfolio Annual Expenses
(as a percentage of average net assets)
Management Fees after expense reimbursement                     ***0.52%
Other Expenses                                                     0.39%
Total AN Money Market Portfolio Annual Expense                     0.91%

 *Without reimbursement the management fees would have been 0.75% and the
total portfolio annual expense would have been 1.14%.

AN Growth Portfolio Annual Expenses
(as a percentage of average net assets)

Management Fees after reimbursement                            * **0.52%
Other Expenses                                                     0.38%
Total AN Growth Portfolio Annual Expenses                          0.90%

*Without reimbursement the management fees would have been 0.75% and the
total portfolio annual expense would have been 1.13%.

Balanced Portfolio Annual Expenses
(as a percentage of average net assets)

Management Fees after reimbursement                            * **0.46%
Other Expenses                                                     0.50%
Total Balanced Portfolio Annual Expenses                           0.96%

*Without reimbursement the management fees would have been 0.75% and the
total portfolio annual expense would have been 1.25%.

Managed Portfolio Annual Expenses
(as a percentage of average net assets)

Management Fees after reimbursement                            * **0.50%
Other Expenses                                                     0.48%
Total Managed Portfolio Annual Expenses                            0.98%

*Without reimbursement the management fees would have been 0.75% and the
total portfolio annual expense would have been 1.23%.
    
**Under its Administrative Service Agreement with the Fund, Securities
Management and Research, Inc. ("SM&R"), the Fund's Investment Adviser and
Manager, has agreed to pay (or to reimburse each Portfolio for) each
Portfolio's expenses (including the advisory fee and administrative service fee
paid to SM&R, but exclusive of interest, commissions and other expenses
incidental to portfolio transactions) in excess of 1.50% per year of such
Portfolio's average daily net assets. In addition, SM&R has entered into a
separate undertaking with the Fund effective May 1, 1994 until April 30, 1997,
pursuant to which SM&R has agreed to reimburse the Money Market Portfolio and
the Growth Portfolio for expenses in excess of .87%; the Balanced Portfolio for
expenses in excess of .90% and the Managed Portfolio for expenses in excess of
 .93%, of each of such Portfolios' average daily net assets during such period.
SM&R is under no obligation to renew this undertaking for any Portfolio at the
end of such period.      

Investment Grade Bond Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.45%   
Other Expenses                                                     0.14%   
Total Investment Grade Bond Portfolio 
Annual Expenses                                                    0.59%
     
                                       6
<PAGE>
 
Asset Manager Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.71%   
Other Expenses                                                     0.08%   
Total Asset Manager Portfolio Annual Expenses after reduction     *0.79%
     
*A portion of the brokerage commissions the portfolio paid was used to
reduce its expenses. Without this reduction, total portfolio expenses would
have been 0.81%.

Index 500 Portfolio Annual Expenses
(as a percentage of average net assets)

Management Fees                                                    0.00%
Other Expenses                                                     0.28%
Total Index 500 Portfolio Annual Expenses after reduction         *0.28%
    
*The portfolio's expenses were voluntarily reduced by the portfolio's
investment adviser. Absent reimbursement, management fees, other expenses and
total portfolio expenses would have been 0.28%, 0.19% and 0.47%, respectively.
     
FID Money Market Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.24%   
Other Expenses                                                     0.09%   
Total Asset Manager Portfolio Annual Expenses                      0.33%
     
Equity-Income Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.51%   
Other Expenses                                                     0.10%   
Total Equity-Income Portfolio Annual Expenses after reduction      0.61%
     
High Income Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.60%   
Other Expenses                                                     0.11%   
Total High Income Portfolio Annual Expenses                        0.71%
     
FID Growth Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.61%   
Other Expenses                                                     0.09%
Total FID Growth Portfolio Annual Expenses after reduction         0.70%
     
Overseas Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.76%   
Other Expenses                                                     0.15%   
Total Overseas Portfolio Annual Expenses                           0.91%
     
Contrafund Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.61%
Other Expenses                                                     0.11%
Total Contrafund Portfolio Annual Expenses                        *0.72%

*A portion of the brokerage commissions the portfolio paid was used to reduce
its expenses. Without the deduction, total portfolio expenses would have been
0.73%.      

Asset Manager: Growth Portfolio Annual Expenses
(as a percentage of average net assets)
    
Management Fees                                                    0.71%
Other Expenses                                                     0.29%
Total Asset Manager: Growth Portfolio Annual Expenses             *0.93%

*A portion of the brokerage commissions the portfolio paid was used to
reduce its expenses. Without the deduction, total portfolio expenses would have
been 1.13%. The portfolio's expenses were voluntarily reduced by the
portfolio's investment advisor. Absent reimbursement, management fee,other
expenses and total expenses would have been 0.71%, 0.42% and 1.13%,
respectively.      

                                       7
<PAGE>
 
Example:  Group Unallocated Contract
If you surrender your Group Unallocated Contract at the end of the
applicable time period:
You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

Fund                             1 Year  3 Years  5 Years  10 Years
AN Money Market Portfolio          $60     $92      $125     $219
    
AN Growth Portfolio                $60      91       124      218
Balanced Portfolio                 $61      93       127      224
Managed Portfolio                  $61      94       128      227
Investment Grade Bond Portfolio    $57      82       108      185
Asset Manager Portfolio            $59      88       118      206
Index 500 Portfolio                $54      73        92      150
FID Money Market Portfolio         $55      74        95      156
Equity-Income Portfolio            $57      83       109      187
High Income Portfolio              $58      86       114      198
FID Growth Portfolio               $58      85       114      197
Overseas Portfolio                 $60      92       125      219
Contrafund Portfolio               $58      86       115      199
Asset Manager: Growth Portfolio    $61      94       129      229      

        If you do not surrender your Group Unallocated Contract:
You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:
Fund                             1 Year  3 Years  5 Years  10 Years
AN Money Market Portfolio          $20     $60     $102      $219
    
AN Growth Portfolio                $20      60      101       218
Balanced Portfolio                 $21      61      105       224
Managed Portfolio                  $21      62      106       227
Investment Grade Bond Portfolio    $17      50       85       185
Asset Manager Portfolio            $19      56       96       206
Index 500 Portfolio                $14      40       69       150
FID Money Market Portfolio         $15      42       72       156
Equity-Income Portfolio            $17      51       86       187
High Income Portfolio              $18      54       92       198
FID Growth Portfolio               $18      53       91       197
Overseas Portfolio                 $20      60      102       219
Contrafund Portfolio               $18      54       92       199
Asset Manager: Growth Portfolio    $21      63      107       229      

The examples should not be considered to be a representation of past or
future expenses, and the examples do not include the deduction of state premium
taxes which may be assessed by a number of states.

   The purpose of the preceding table is to assist Contractowners in
understanding the various costs and expenses that a Contractowner will bear
directly or indirectly and, thus, the table reflects expenses of both the
Separate Account and the American National Fund and/or the Fidelity Funds.
Actual expenses may be greater or lesser than those shown. The example assumes
a 5% annual rate of return pursuant to the requirements of the SEC. This
hypothetical rate of return is not intended to be representative of past or
future performance of an Eligible Portfolio. For a more complete description of
the various costs and expenses of the American National Fund and the Fidelity
Funds, see their Prospectuses.

                                       8
<PAGE>
 
                      AMERICAN NATIONAL INSURANCE COMPANY
                           AND THE SEPARATE ACCOUNT

American National Insurance Company

  American National is a stock life insurance company chartered in 1905 in the
State of Texas. It is licensed to do life insurance business in 49 states, the
District of Columbia, Puerto Rico, Guam, and American Samoa. American
National's home office is located at the American National Insurance Building,
One Moody Plaza, Galveston, Texas 77550-7999. The Moody Foundation (the
"Foundation"), a charitable foundation established for charitable and
educational purposes, owns approximately 23.7% of American National's common
stock and the Libbie S. Moody Trust, a private trust, owns approximately 37.6%
of such shares. Robert L. Moody ("RLM"), Chairman of the Board and a Director
of American National, RLM's son, Ross R. Moody, and Frances Moody Newman, RLM's
mother, are trustees of the Foundation.

  The Moody National Bank of Galveston (the "Bank") is trustee of the Libbie
S. Moody Trust. RLM is Chairman of the Board and Chief Executive Officer of the
Bank and of Moody Bank Holding Company, Inc. ("MBHC"), the Bank's controlling
stockholder. RLM is also Chairman of the Board and President of Moody
Bancshares, Inc. ("Bancshares"), MBHC's sole shareholder. The Three R Trusts,
trusts established by RLM for the benefit of his children, own 100% of
Bancshares' Class B stock (which elects a majority of Bancshares' directors)
and 47.5% of its Class A Stock. The trustee of the Three R Trusts is Irwin M.
Herz, Jr., a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One Moody
Plaza, Galveston, Texas, General Counsel to American National, the Bank,
Bancshares, MBHC, the American National Fund and Securities Management and
Research, Inc.
    
  American National's total assets on December 31, 1995 were $5,770,926,692 on
a statutory basis.      

  American National writes life, health and accident insurance and annuities.

The Separate Account

  The Separate Account was established by American National on July 30, 1991
pursuant to the insurance laws of the State of Texas. American National is the
depositor of the Separate Account. Under Texas law, the assets of the Separate
Account are held exclusively for the benefit of Contractowners and persons
entitled to payments under the Contracts. At present the Separate Account is
used only to support Variable Annuity Contracts. American National is the legal
holder of the assets in the Separate Account and 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 for the Separate Account. The assets of
the Separate Account attributable to the Contracts are not chargeable with
liabilities arising out of any other business which American National may
conduct. Income, as well as both realized and unrealized gains or losses from
the assets of the Separate Account, is credited to or charged against the
Separate Account without regard to income, gains or losses arising out of other
business that American National conducts. Nevertheless, these assets shall be
available to cover the liabilities of American National's General Account, but
only to the extent that the Separate Account's assets exceed its liabilities
arising under the Contract's supported by it. In addition to these assets, the
Separate Account assets may include accumulations of the charges American
National makes against Policies and Contracts participating in the Separate
Account. From time to time, any such assets due American National may be
transferred in cash to American National's General Account. Obligations under
the Variable Annuity Contracts are obligations of American National.

  The Separate Account is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act") 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. For state law purposes, the Separate
Account is treated as a division of American National. There are currently
fourteen Subaccounts within the Separate Account available to Contractowners
and each invests only in a corresponding Eligible Portfolio.

The American National Fund

  Four of the Subaccounts of the Separate Account invest in the shares of a 
corresponding portfolio of the American National Fund. The American National
Fund is registered with the SEC under the 1940 Act as an open-end diversified,
series management investment company. The American National Fund shares are
also purchased by American National Variable Life Separate Account.

  The Separate Account will purchase and redeem shares from the American
National Fund at net asset value. 

  The investment objectives and policies of each portfolio of the American
National Fund are summarized below. There is no assurance that any of the
portfolios will achieve their stated objectives. More detailed information,
including a description of investment objectives, policies, restrictions,
expenses and risks, is in the prospectus for the American National Fund, which
must accompany this Prospectus and which should be read carefully together with
this Prospectus and retained.

  The American National Fund currently has a Money Market Portfolio, a Growth
Portfolio, a Balanced Portfolio and a Managed Portfolio.

  AN Money Market Portfolio ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in money market instruments of high
quality determined by the American National Fund's investment adviser. The
Money Market Portfolio of the American National Funds shall be referred to
herein as "AN Money Market."

                                       9
<PAGE>
 
  AN Growth Portfolio ... seeks to achieve capital appreciation normally through
the purchase of common stocks (although such   Portfolio investments are not
restricted to any one type of security). Capital appreciation may also be
sought in other types of securities, including bonds and preferred stocks. This
Growth Portfolio of the American National Fund is referred to herein as "AN
Growth."

  Balanced Portfolio ... seeks to provide conservation of principal,
reasonable current income and long-term capital appreciation by investing in a
balanced portfolio of fixed-income securities such as bonds, preferred stock
and short-term obligations combined with common stocks and securities
convertible into common stocks.

  Managed Portfolio ... seeks to achieve growth of capital and/or current
income by investing in a diversified portfolio consisting of, at the American
National Fund's investment adviser's discretion, money market instruments, debt
securities, stock or a combination thereof. It is anticipated that over longer
periods a larger portion of the Managed Portfolio will consist of equity
securities.

  Securities Management and Research, Inc. ("SM&R") is the investment adviser
and manager of the American National Fund. It also provides investment advisory
and portfolio management services to American National and other clients. It
maintains a staff of experienced investment personnel and related support
facilities. Detailed information about the American National Fund Management
Fees is contained in the American National Fund Prospectus. Such fees exceed
the industry average for advisory and administrative fees.

The Fidelity Funds

  Pursuant to a Participation Agreement between American National, Fidelity
Distributors Corporation and the Fidelity Funds, ten of the Subaccounts of the
Separate Account invest in the shares of ten corresponding portfolios of the
Fidelity Funds. The Fidelity Funds are registered with the SEC under the 1940
Act as open-end diversified, series management investment companies organized
as Massachusetts business trusts. The Fidelity Funds' shares are also purchased
by American National Variable Life Separate Account.
    
  Fidelity Management & Research 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 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, 1995, FMR advised funds having more than 22 million shareholder accounts
with a total value of more than $270 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 Management, Distribution and Service Fees for the Fidelity Funds are
explained in the Fidelity Funds' Prospectuses.

  The Separate Account will purchase and redeem shares from the Fidelity Funds
at net asset value. 

  The investment objectives and policies of each portfolio of the Fidelity
Funds are summarized below. There is no assurance that any of the portfolios
will achieve their stated objectives. More detailed information, including a
description of investment objectives, policies, restrictions, expenses and
risks, is in the  prospectus for each of the Fidelity Funds which must
accompany this Prospectus and which should be read carefully together with this
Prospectus and retained.

  Investment Grade Bond Portfolio ... seeks as high a level of current income
as is consistent with the preservation of capital by investing in a broad range
of investment-grade fixed-income securities. The Investment Grade Bond
Portfolio will maintain a dollar-weighted average portfolio maturity of ten
years or less.

  Equity-Income Portfolio ... seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Equity-Income Portfolio will also consider the potential for capital
appreciation. The Equity-Income Portfolio's goal is to achieve a yield which
exceeds the composite yield on the securities comprising the Standard & Poor's
500 Composite Stock Price Index.

  High Income Portfolio ... seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated, fixed-income securities,
while also considering growth of capital. High yielding, lower-rated securities
present higher risks of untimely interest and principal payments, default and
price volatility than higher-quality securities, and may present problems of
liquidity and valuation. See the prospectus describing the High Income
Portfolio for more information on the risks of investing in high-yielding,
lower-rated securities.

  FID Growth Portfolio ... seeks to achieve capital appreciation. The FID
Growth Portfolio normally purchases common stocks, although its investments are
not restricted to any one type of security. Capital appreciation may also be
found in other types of securities, including bonds and preferred stocks. This
Growth Portfolio of the Fidelity Funds shall be referred to herein as "FID
Growth."

  Overseas Portfolio ... seeks long term growth of capital primarily through
investments in foreign securities. Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States. 

  FID Money Market Portfolio ... seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity. The
Money Market Portfolio will invest only in high quality U.S. dollar denominated
money market securities of domestic and foreign issuers. The Money Market
Portfolio of the Fidelity Funds shall be referred to herein as "FID Money
Market." 

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

                                       10
<PAGE>
 
  Index 500 Portfolio ... seeks to provide investment results that correspond
to the total return (i.e., the combination of capital charges and income) of
common stocks publicly traded in the United States. In seeking this objective,
the Index 500 Portfolio attempts to duplicate the composition and total return
of the Standard & Poor's 500 Composite Stock Price Index while keeping
transaction cost and other expense low. The Index 500 Portfolio is designed as
a long-term investment option.

  Contrafund Portfolio ... seeks capital appreciation by investing in
companies FMR believes to be undervalued due to an overly pessimistic appraisal
by the public. In pursuit of the fund's goal, FMR looks for companies with the
following characteristics: (i) unpopular, but improvements seem possible due to
developments such as a change in management, a new product line, or an improved
balance sheet, (ii) recently popular, but temporarily out of favor due to
short-term or onetime factors, or (iii) undervalued compared to other companies
in the same industry.

  Asset Manager: Growth Portfolio ... seeks to maximize total return over the
long term by allocating its assets among stocks, bonds, and short-term
instruments. Allocating among different types of investments allows the fund to
take advantage of opportunities wherever they may occur, but also subjects the
fund to the risks of a given investment type.

Addition, Deletion or Substitution of Investments

  American National reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Separate Account or that the Separate Account may purchase. If the shares
of an Eligible Portfolio are no longer available for investment or if in
American National's judgment further investment in any Eligible Portfolio
should become in appropriate in view of the purposes of the Separate Account,
American National may redeem the shares, if any, of that Eligible Portfolio,
and substitute shares of another registered open-end management company.
American National will not substitute any shares attributable to a
Contractowner's interest in a Subaccount of the Separate Account without notice
and prior approval of the SEC and possible state insurance authorities, to the
extent required by the 1940 Act or other applicable law. The Separate Account
may, to the extent permitted by law, purchase other securities from other
contracts or permit a conversion between contracts upon request by the
Contractowners.

  American National also reserves the right to establish additional
Subaccounts of the Separate Account, each of which would invest in shares
corresponding to a new portfolio of the American National Fund or in shares of
another investment company having a corresponding investment objective.
American National may eliminate one or more Subaccounts with SEC approval if
marketing needs, tax considerations or investment conditions warrant. Any new
Subaccounts may be made available to existing Contractowners on a basis to be
determined by American National.

  If any of these substitutions or changes are made, American National may by
appropriate endorsement change the Contract to reflect the substitution or
change. If American National deems it to be in the best interest of
Contractowners, and subject to any approvals that may be required under
applicable law, the Separate Account may be operated as a management company
under the 1940 Act, it may be registered under that Act if registration is no
longer required, or it may be combined with other American National Separate
Accounts. In addition, American National may, when permitted by law, restrict
or eliminate any voting rights as to the Separate Account.

  The Contractowner will be notified of any material change in the investment
policy of any Eligible Portfolio in which the Contractowner has an interest.

  Unless Contractowners have directed a different allocation, shares of the
American National Fund and the Fidelity Funds will be redeemed, pro rata, to
the extent necessary for American National to collect charges under the
Contract, to pay the surrender value upon full or partial surrenders of the
Contracts, to make policy loans, to provide benefits under the Contract, or to
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.

  Each Contractowner should periodically consider the allocation among the
Subaccounts and the Fixed Account in light of current market conditions and the
investment risks attendant to investing in the American National Fund's and the
Fidelity Funds' various portfolios.

                                       11
<PAGE>
 
                                 FIXED ACCOUNT

  Contractowners may elect to allocate all or a portion of their Net Purchase
Payment to the Fixed Account and, subject to certain limitations, they may also
transfer Accumulation Value from the Subaccount to the Fixed Account. Transfers
from the Fixed Account to the Subaccount are restricted. 

  Net Purchase Payments allocated to the Fixed Account and transfers from a
Subaccount to the Fixed Account are placed in the General Account of American
National. The General Account includes all of American National's assets except
those assets segregated in its separate accounts. American National has the
sole discretion to invest the assets of its General Account, subject to
applicable law. American National bears an investment risk for all amounts
allocated or transferred to the Fixed Account and interest credited thereto,
less any deduction for charges and expenses, whereas the Contractowner bears
the investment risk that the declared rate will fall to a lower rate after the
expiration of a declared rate period. Because of exemptive and exclusionary
provisions, interests in the General Account have not been registered under the
Securities Act of 1933 (the "1933 Act"), nor is the General Account registered
as an investment company under the 1940 Act. Accordingly, neither the General
Account nor any interest therein is generally subject to the provisions of the
1933 or 1940 Act. American National understands that the staff of the SEC has
not reviewed the disclosures in this Prospectus relating to the Fixed Account
portion of the Contract; however, disclosures regarding the Fixed Account
portion of the Contract may be subject to generally applicable provisions of
the federal securities laws regarding the accuracy and completeness of
statements made in prospectuses.

  American National guarantees that it will credit interest to the Fixed
Account at an effective annual rate of at least 3.0% compounded daily. American
National may, at its discretion, declare higher interest rate(s) for amounts
allocated or transferred to the Fixed Account.

                                       12
<PAGE>
 
                                   CONTRACT

Purpose of the Contract

  The Contract described in retirement plans and trusts as amended (the "Code"),
for favorable tax treatment ("Qualified Contracts") and for use with plans and
trusts which are not so qualified ("Non-Qualified Contracts"). See section
entitled "Federal Tax Matters-Qualified Contracts," page 18 for further details.

  The terms of the Contracts may only be changed by mutual agreement between
American National and each Contractowner, except as described in "Substitution
of Investments, on page 10; for changes required to make the Contracts comply
with any law or regulation issued by a governmental agency to which American
National or the Contracts are subject; and for changes necessary to assure
continued qualification of the Contracts under the Internal Revenue Code.

Type of Contract

  This Prospectus offers a Group Unallocated Contract which is a form of a
Deferred Annuity Contract.

  The availability of the Contract described herein in any particular state is
dependent upon the approval of that Contract by that state.

Contract Application and Purchase Payments

  An entity wishing to purchase a Contract must complete an application and
provide the required initial Purchase Payment which will be sent to American
National's home office. See page 13, Allocation of Purchase Payments. If an
incomplete application cannot be completed within five days of its receipt, the
applicant will be notified of the reasons for the delay and any payment
received will be returned immediately unless the applicant specifically
consents to have American National retain the payment pending completion of the
application.

  As indicated earlier, Contractowners have a "free look" period, generally
ten days, within which a Contractowner can return the Contract to American
National's home office and American National will then refund the greater of
all Purchase Payments made by the Contractowner or the Accumulation Value plus
any premium taxes, mortality and risk fees and advisory fees deducted. The
"free look" period is established by state law and generally runs ten days
after the Contractowner receives the Contract. The "free look" period is not
based on the date which a Plan Participant receives a Contract. Therefore, the
"free look" period may have expired before a Plan Participant makes his or her
initial contribution to a Plan. American National requires that all Net
Purchase Payments received by American National during the 15-day period after
the Date of Issue are allocated to the Subaccount of the Money Market Portfolio
of the Fidelity Funds. Thereafter, such amounts allocated to the Subaccount of
the Money Market Portfolio and Net Purchase Payments paid are allocated as
directed by the Contractowner. No surrender charges are assessed on premiums
returned during this "free look" period.

  The Contract requires a minimum initial payment of $2000 and subsequent
payments of $100. The maximum Purchase Payment is $1,000,000 without the prior
approval of American National. These amounts may be changed at the sole
discretion of American National. In addition, American National reserves the
right to terminate any Contract for certain specified reasons, including failure
of the Accumulation Value to meet certain specified minimums. 

Allocation of Purchase Payments

  After the "free look" period, Net Purchase Payments will be allocated to
each Subaccount in accordance with the written instructions contained in the
application. The Contractowner may by written instruction to the home office
indicate one or more Subaccounts and/or the Fixed Account to which a specified
portion or portions of the Net Purchase Payment should be applied. Changes in
allocation of future Net Purchase Payments may be made at any time by written
instruction to the American National home office or by telephone instruction,
provided that a properly completed Telephone Transfer Authorization Form is on
file with American National.

Crediting of Accumulation Units

  All Net Purchase Payments received will purchase Accumulation Units in the
Subaccount selected and/or allocated to the Fixed Account. The number of
Accumulation Units purchased is determined by dividing the dollar amount of the
Net Purchase Payment allocated to the Subaccount by the Accumulation Unit Value
for that Subaccount next computed following allocation of the Net Purchase
Payment to such Subaccount. The Net Purchase Payments are not credited to a
Subaccount until actually received by American National. A Plan Participant's
contribution to a Plan will not be credited to the Contract until the
Contractowner forwards such contribution to American National.

Determining the Accumulation Unit Values

  The Accumulation Unit Value of each Subaccount reflects the investment
performance of that Subaccount. The Accumulation Unit Value of each Subaccount
shall be calculated by: (i) multiplying the per share net asset value of the
corresponding Eligible Portfolio on the Valuation Date times the number of
shares held by the Subaccount, after the purchase or redemption of any shares
on that date; (ii) subtracting therefrom a charge for the administrative fee,
distribution expense charge and the mortality and expense risk fee for that
Subaccount and  (iii) dividing the result by the total number of units held in
the Subaccount on the Valuation Date, before the purchase or redemption of any
units on that date. The Accumulation Unit Value for each Subaccount shall be
calculated at the end of each Valuation Period. Investment performance of the
portfolio companies, portfolio company expenses, and the deduction of certain
charges affect the Accumulation Unit Value for each Subaccount.

Transfers 

  Accumulation Value may be transferred among the subaccounts and/or the Fixed
Accounts subject to the following limits. The transfer may be requested in
person, by mail or by telephone. A

                                       13
<PAGE>
 
Telephone Transfer Authorization Form must be on file at American National's
home office before any telephone instructions will be allowed. The total amount
transferred from each subaccount must be at least $250., or the balance of  the
Subaccount, if less. The minimum amount that may remain in a Subaccount after a
transfer is $100. American National will effectuate transfers and determine all
values in connection with transfers on the later of the date designated in the
request or at the end of the Valuation Period during which the transfer request
is received. Transfers from the Fixed Account to the Subaccounts are allowed
subject to the following limits. Once each Contract Year, during the thirty-day
period beginning on the Contract anniversary, the maximum amount which may be
transferred from the Fixed Account to the Subaccounts is the greater of (a)
twenty-five percent of the amount in the Fixed Account, or (b) $1,000. The
first twelve transfers per Contract Year will be permitted free of charge. Any
additional transfers will be charged a $10.00 fee at the time of the transfer
and will be deducted from the amount transferred. (See Exchange Fee, page 15.)
American National may at any time revoke or modify the transfer privilege,
including the number and minimum amount transferable.      

                                       14
<PAGE>
 
                            CONTRACTOWNER INQUIRIES

  Contractowner inquiries should be addressed to American National Insurance
Company, One Moody Plaza, Galveston, Texas 77550-7999, or made by calling
763-4661.

                            CHARGES AND DEDUCTIONS

Surrender Charge

  Since no deduction for a sales charge is made from Purchase Payments, a
contingent deferred sales charge (a "Surrender Charge") is imposed on certain
partial and full withdrawals to cover certain expenses relating to the
distribution of the Contracts. A Surrender Charge is imposed based upon the
Contract Year in which the withdrawal is made. The Surrender Charge is a
maximum of 4% of the Accumulation Value withdrawn and grades down to zero in
the eighth Contract Year.
    
  In no event will the sum of all surrender charges and the distribution
expense charges assessed exceed 9.0% of total Purchase Payments paid. (See the
chart under "Contractowner Transaction Expenses" at Page 6.)      

Other Charges

(a)  Administrative Charges

     American National's administrative charges consist of a daily
     administrative asset fee. The administrative charge is to cover all fixed
     and varying costs of administering the Contract. This charge is designed
     only to reimburse American National for the cost of administration and is
     not intended to produce a profit.

     An administrative asset fee is charged daily at an annual rate of 0.10% to
     each Subaccount to cover the varying costs of a Contract. 

(b)  State Premium Taxes

     An amount for state premium taxes (which presently range from 0% to 3.5%)
     will be deducted if assessed by a given state. American National's current
     practice is to deduct any state premium tax imposed by a State from
     Purchase Payments made under the Contracts when the payments are received
     by American National.

(c)  Mortality and Expense Risk Fee

     American National assumes a number of risks under the Contracts. While
     annuity payments will vary in accordance with the investment performance of
     the selected Subaccounts, the amount of such payments will not be decreased
     because of adverse mortality experiences of Plan Participants as a class or
     because of an increase in actual expenses of American National over the
     expense charges provided for in the Contracts. American National assumes
     the risk that Plan Participants as a class may live longer than expected
     (necessitating a greater number of annuity payments) and that fees deducted
     may not prove sufficient to cover its actual costs. In assuming these
     risks, American National agrees to continue annuity payments under life-
     contingent annuity options determined in accordance with the annuity tables
     and other provisions of the Contracts, to the Plan Participant or other
     payee for as long as he or she may live. American National assumes the risk
     that fees deducted may not prove sufficient to cover its actual costs.

     For American National's contractual promises to accept this risks, a 0.85%
     per annum Mortality and Expense Risk Fee will be assessed daily against the
     Separate Account based on the value of its net assets. American National
     could realize a gain or a loss from such fee depending on the mortality and
     expenses actually incurred.

(d)  Charges for Taxes

     Currently, no charge will be made against the Separate Account for federal,
     state or local income taxes. American National may, however, make such a
     charge in the future if income or gains within the Separate Account will
     incur any federal, or any significant state or local tax treatment or if
     tax treatment of American National changes. Charges for such taxes, if any,
     would be deducted from the Separate Account and/or the Fixed Account.
     American National would not realize a profit on such taxes with respect to
     the Contracts.
    
(e)  Exchange Fee      

     An exchange fee of $10.00 will be imposed for each additional transfer
     among the Subaccounts and Fixed Account after twelve transfers per Contract
     Year to compensate American National for the costs of effecting the
     transfer. Since the fee reimburses American National for the cost of
     effecting the transfer only, American National does not expect to make any
     profit from the exchange fee. This fee will be deducted from the amount
     transferred. The amount of the transfer charge will not be increased.

Exceptions to Charges

  The surrender charges or other administrative charges or deductions may be
reduced for sales of Contracts to a trustee, employer, or similar entity
representing a group where American National determines 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 SM&R and American National are permitted to purchase Contracts
with substantial reduction of the surrender charges or other administrative
charges or deductions.

                                       15
<PAGE>
 
                       DISTRIBUTIONS UNDER THE CONTRACT

Full and Partial Surrenders
    
  To the extent permitted by the Plan under the terms of which the Contract
was purchased, any Contract may be surrendered in full or partially during the
Accumulation Period, subject to the limitations discussed herein. If a partial
surrender would leave less than $250 total Accumulation Value in the Contract,
then the Contract will be fully surrendered. A request for a partial surrender
should specify the allocation of that surrender, as applicable, from the Fixed
Account and each Subaccount. In the absence of specification, such surrender
shall be allocated among the Subaccounts and the Fixed Account in the same
proportion as the Accumulation Value in each Subaccount and the Fixed Account
bears to the total Accumulation Value of the Contract on the date of surrender.
     
  Upon receipt of an application for a partial or full surrender of a Contract
signed by the Contractowner, the applicable Accumulation Unit Value will be
that next determined after such application is received in American National's
home office. The Accumulation Value of a Contract which is available for full
surrender may be determined by multiplying the number of Accumulation Units for
each Subaccount times the Accumulation Unit Value at that time, adding any
Accumulation Value in the Fixed Account and deducting any surrender charge.
Partial or full surrenders will be paid within seven days of receipt of the
written request in proper form, except as described below.

  If at the time the Contractowner makes a surrender request, he or she has
not provided American National with a written election not to have federal and
state income taxes withheld, American National is required by law to withhold
such taxes from the taxable portion of any surrender, and to remit that amount
to the federal and/or state government.

                                       16
<PAGE>
 
                               ANNUITY PAYMENTS

  All or a part of the Accumulation Value may be applied to any of the Annuity
Options. Any such Accumulation Value will be transferred into the Fixed Account
and annuity payments will be based upon the annuity option selected. If any of
the Accumulation Value is applied to an Annuity Option, such Accumulation Value
shall be segregated and annuity payments shall be made according to the annuity
option selected and to the Plan Participant designated by the Contractowner.
Accumulation Value which is applied to an Annuity Option is treated as an
immediate variable annuity contract for the Plan Participant designated,
however the Contract is not subject to the onetime $100 charge normally
applicable to individual immediate variable annuity contracts issued by
American National. (See the Prospectus for the individual forms of Variable
Annuity Contracts issued by American National for more information.)

Annuity Options

  The following annuity options are available to Contractowners. The Plans
will specify which of these options are available to individual Plan
Participants.

  Option 1 - Life Annuity - Annuity payment payable monthly during the
lifetime of an individual, ceasing with the last annuity payment due prior to
the death of the individual. This option offers the maximum level of monthly
annuity payments since there is no provision for a minimum number of annuity
payments or a death benefit for beneficiaries. It would be possible under this
option for an individual to receive only one annuity payment if death occurred
prior to the due date of the second annuity payment, two if death occurred
before the third annuity payment date, etc.

  Option 2 - Life Annuity with 10 or 20 Years Certain - An annuity payable
monthly during the lifetime of an individual with payments made for a period
certain of not less than 10 or 20 years, as elected. The annuity payments will
be continued to a designated beneficiary until the end of the period certain.

  Option 3 - Joint and Survivor Annuity - An annuity payable monthly during
the joint lifetime of an individual and another named individual and thereafter
during the lifetime of the survivor, ceasing with the last annuity payment due
prior to the death of the survivor. It would be possible under this option, for
only one annuity payment to be made if both individuals under the option died
prior to the second annuity payment date, or only two annuity payments if both
died prior to the third annuity payment date, etc.

  Option 4 - Deposit Option - The amount due may be left on deposit with
American National for placement in its Fixed Account with interest at the rate
of not less than 3.0% per year. Interest will be paid annually, semiannually,
quarterly or monthly as elected. This option may not be available under certain
Qualified Contracts.

  Option 5 - IRC Age Recalculation - An annuity payment based upon the Plan
Participant's life expectancy, or the joint life expectancies of the Plan
Participant and a beneficiary, at the Plan Participant's attained age (and the
beneficiary's attained or adjusted age, if applicable) each year as computed in
reference to actuarial tables prescribed by the Treasury Secretary, until the
amount applied, adjusted daily by the investment results, is exhausted.

  At any time, any amount remaining under Option 4 may be withdrawn as a lump
sum or, if that amount is at least $2,000, may be applied under any one of the
first three Options. The lump sum payment requested will be paid within seven
days of receipt of the request at the home office based on the value next
computed after receipt of the request.

  Other Annuity Forms - Provision may be made for annuity payments in any
reasonable arrangement mutually agreed upon.

  If the beneficiary dies while receiving annuity payments certain under
Option 2, 3, or 5 above, the present value will be paid in a lump sum to the
estate of the beneficiary.

Annuity Provisions

  Non-qualified life contingent annuity payments are determined on the basis
of the mortality table (1983 Table a projected to 1993, and 3.0% interest)
which generally reflects the age and sex of the Plan Participant and the type
of annuity option selected.

  Qualified life contingent annuity payments are determined on the basis of
the mortality table [1983 Table a (female) projected to 1993, and 3.0%
interest] which generally reflects the age of the Plan Participant and type of
annuity option selected.

  Payment of any amount upon surrender, partial withdrawal or transfer may be
postponed whenever: (i) the New York Stock Exchange is closed other than
customary weekend and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission
("Commission"); (ii) the Commission by order permits postponement for the
protection of the Contractowners; or (iii) an emergency exists, as determined
by the Commission, 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 net assets.

                                       17
<PAGE>
 
                              FEDERAL TAX MATTERS

Introduction

  The following discussion is general in nature and is not intended as tax
advice for each Contractowner. It does not address the tax consequences
resulting from all situations in which a Contractowner may maintain such a
Contract. Tax advice should be sought from a competent source prior to
purchase. The discussion below is based on American National's understanding of
the present federal tax law as currently interpreted by the Internal Revenue
Service. No representation is made as to the continuation of present federal
tax law or its current interpretation. State tax law may also be applicable.

Taxation of Annuities in General

  Since a Group Unallocated Contract is not purchased directly by individuals,
those portions of the Code relating to individual ownership are not applicable
to the Group Unallocated Contractowner. Certain provisions of Section 72 of the
Code would apply if the Contractowner is a corporation or is not a natural
person and the Contract is not maintained under a plan which has favorable tax
treatment under the Code.

  The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investment
underlying the Contract, in order for the Contract to be treated as annuities
for income tax purposes. American National intends that these diversification
standards will be satisfied. American National reserves the right to amend the
Contract in any way necessary to maintain compliance with these standards.

Qualified Contracts

  The Group Unallocated Contract is designed for use with several types of
qualifying Plans subject to Code sections 401 and 457. The tax rules applicable
to such qualified Plans vary according to the type of Plan and the terms and
conditions of the Plan itself. Participants in qualified Plans may include
business owners (both self-employed and stockholders) and their employees for
whom pension and profit sharing plans have been established and government
employees covered by a section 457 deferred compensation plan.

  As a general rule, purchase payments made by or for participants in
qualified Plans are not subject to taxation at the time such payments are made
in the Contract. In their capacity as Plan trustees or administrators,
Contractowners are responsible for the communication of appropriate information
about the operation of the Plan and the tax consequences of distributing
benefits. Distribution of benefits and tax withholding thereon is the sole
responsibility of the Contractowner.

  Due to the complexity of the tax rules associated with the sponsorship and
operation of qualified Plans, entities contemplating establishment of such
Plans should seek advice from competent sources with respect to the
responsibilities and obligations associated with such Plans.

                                  PERFORMANCE

  Performance information for the Subaccounts may appear in reports and
advertising to current and prospective Contractowners. The performance
information is based on historical investment experience of the Subaccounts and
the Funds and does not indicate or represent future performance.

  Total returns are based on the overall dollar or percentage change in value
of a hypothetical investment. Total return quotations reflect changes in Fund
share price, the automatic reinvestment by the separate account of all
distributions and the deduction of applicable annuity charges (including any
contingent deferred sales charges that would apply if a Contractowner
surrendered the Contract at the end of the period indicated). Quotations of
total return may also be shown that do not take into account certain
contractual charges such as a contingent deferred sales load. The total return
percentage will be higher under this method than under the standard method
described above.

  A cumulative total return reflects performance over a stated period of time.
An average annual total return reflects the hypothetical annually compounded
return that would have produced the same cumulative total return if the
performance had been constant over the entire period. Because average annual
total returns tend to smooth out variations in a Subaccount's returns, you
should recognize that they are not the same as actual year-by-year results.

  Some Subaccounts may also advertise yield. These measures reflect the income
generated by an investment in the Subaccount over a specified period of time.
This income is annualized and shown as a percentage. Yields do not take into
account capital gains or losses or the contingent deferred sales load.

  The FID Money Market Subaccount may advertise its current and effective
yield. Current yield reflects the income generated by an investment in the
Subaccount over a 7-day period. Effective yield is calculated in a similar
manner except that income earned is assumed to be reinvested. The Investment
Grade Bond and the High Income Subaccounts may advertise a 30-day yield which
reflects the income generated by an investment in the Subaccount over a 30-day
period.

                                       18
<PAGE>
 
                         DISTRIBUTOR OF THE CONTRACTS

  SM&R, One Moody Plaza, Galveston, Texas 77550-7999, a wholly-owned
subsidiary of American National will act as the principal underwriter of the
Contracts pursuant to a Distribution and Administrative Services Agreement
between itself and American National. SM&R was organized under the laws of the
State of Florida in 1964, and is a registered broker/dealer pursuant to the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers. (See the American National Fund's Prospectus.) Registered
representatives of SM&R who sell Variable Annuities will receive commissions
from SM&R based upon a commission schedule. After issuance of the Contract,
broker-dealers will receive sales commissions aggregating no more than 6.1% of
the Purchase Payments. In addition to such sales commissions, after the first
Contract year, broker-dealers who have entered into distribution agreements
with American National may receive an annual override commission of no more
than 0.25% of the Contract's accumulation value. SM&R and American National may
authorize other registered broker/dealers and their Registered Representatives
to sell the Contracts subject to applicable law.

                 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

  American National holds the assets of the Separate Account. The assets are
kept physically segregated and held separate and apart from the General Account
assets, except for the Fixed Account. American National maintains records of
all purchases and redemptions of shares of Eligible Portfolios by each of the
Subaccounts.

                                 VOTING RIGHTS

  All of the assets held in the Subaccounts of the Separate Account will be
invested in shares of the corresponding Eligible Portfolios. American National
is the legal holder of those shares and as such has the right to vote to elect
the Board of Directors of the American National Fund and the Fidelity Funds, to
vote upon certain matters that are required by the 1940 Act to be approved or
ratified by the shareholders of a mutual fund, and to vote upon any other
matter that may be voted upon at a shareholders' meeting. To the extent
required by law, American National will vote all shares of Eligible Portfolios
held in the Separate Account at regular and special shareholder meetings in
accordance with instructions received from Contractowners. The number of votes
for which each Contractowner has the right to provide instructions will be
determined as of the record date selected by the Board of Directors of the
American National Fund or the Fidelity Funds, as the case may be. American
National will furnish Contractowners with the proper forms, materials and
reports to enable them to give it these instructions.

  The number of shares of an Eligible Portfolio in a Subaccount for which
instructions may be given by a Contractowner is determined by dividing the
Accumulation Value held in that Subaccount by the net asset value of one share
in the corresponding Eligible Portfolio. Fractional shares will be counted.
Shares of an Eligible Portfolio held in each Subaccount for which no timely
instructions from Contractowners are received and shares of an Eligible
Portfolio held in each Subaccount which do not support Contractowner interests
will be voted by American National 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, American National may elect to vote shares of the
Eligible Portfolios in its own right. 

  Matters on which Contractowners may give voting instructions include the
following:  (1) election of the Board of Directors of the American National
Fund  or the Fidelity Funds (2) ratification of the independent accountant of
the American National Fund or the Fidelity Funds;  (3) approval of the
Investment Advisory Agreement for the Eligible Portfolio(s) corresponding to
the Contractowner's selected Subaccount;  (4) any change in the fundamental
investment Policies of the Eligible Portfolio(s) corresponding to the
Contractowner's selected Subaccount(s); and (5) any other matter requiring a
vote of the shareholders of the American National Fund or the Fidelity Funds
under the 1940 Act.

                                 LEGAL MATTERS

  All matters of Texas law pertaining to the Contract, including the validity
of the Contract and American National's right to issue the Contract under Texas
Insurance Law, have been passed upon by Greer, Herz and Adams, L.L.P., General
Counsel.

                                       19
<PAGE>
 
                     STATE REGULATION OF AMERICAN NATIONAL

  American National, a stock life insurance company organized under the laws
of Texas, is subject to regulation by the Texas Department of Insurance. On or
before March 1 of each year a National Association of Insurance Commissioners
convention blank covering the operations and reporting on the financial
condition of American National and the Separate Account as of December 31 of
the preceding year must be  filed with the  Texas  Department of Insurance.    

  Periodically, the Texas Department of Insurance examines the liabilities and
reserves of American National and the Separate Account and certifies their
adequacy. A full examination of American National's operations is also
conducted periodically by the National Association of Insurance Commissioners.

  In addition, American National is subject to the insurance laws and
regulations of other states within which it is licensed or may become licensed
to operate. The Contracts offered by the Prospectus are available in the
various states as approved. Generally, the Insurance Department of any other
state applies the laws of the state of domicile in determining permissible
investments. However, differences in state laws may require American National
to offer a Contract in one or more states which are more favorable to a
Contractowner than provisions in a Contract offered in other states.

                               LEGAL PROCEEDINGS

  There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject. American National is
not involved in any litigation that is of material importance in relation to
its total assets or that relates to the Separate Account.

                                    EXPERTS
    
  The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1995 and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1995 and for the year then ended, included 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 report.

  The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1994  and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1994 and for the period April 20, 1994, through December 31,
1994, included in this prospectus and elsewhere in the  registration statement
have been audited by KPMG Peat Marwick  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 report.      

                            ADDITIONAL INFORMATION

  A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Contract offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Separate Account, American National and the Contract
offered hereby. Statements contained in this Prospectus as to the contents of
the Contract and other legal instruments are summaries. For a complete
statement of the terms thereof reference is made to such instruments as filed.

                             FINANCIAL STATEMENTS

  The financial statements of American National should be considered only as
bearing on the ability of American National to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account. The financial
statements can be found in the Statement of Additional Information.

                                       20
<PAGE>
 
                              TABLE OF CONTENTS 
                    OF STATEMENT OF ADDITIONAL INFORMATION

                                                                  Page
The Contract....................................................    3 
Valuation of Accumulation Units.................................    3
Computation of Variable Annuity Payments........................    3
Annuity Unit Value..............................................    3
Summary.........................................................    4
Exceptions to Charges...........................................    4
Termination of Contract.........................................    4
Group Unallocated Contract......................................    4
Additional Federal Tax Matters..................................    4
Limits on Subsequent Purchase Payments
 (Under the Internal Revenue Code)..............................    4
Taxation of American National...................................    5
Tax Status of the Contracts.....................................    5
Assignment......................................................    5
Distribution of the Contracts...................................    5
Safekeeping of Separate Account Assets..........................    5
State Regulation of American National...........................    5
Records and Reports.............................................    6
Performance.....................................................    6
Total Return....................................................    6
Yields..........................................................    6
Legal Matters...................................................    7
Legal Proceedings...............................................    7
Experts.........................................................    7
Additional Information..........................................    7
Financial Statements............................................    7
Financials......................................................    8

                                       21
<PAGE>
 
Distributor
Securities Management & Research, Inc.
One Moody Plaza
Galveston, Texas 77550-7999

Custodian
American National Insurance Company
One Moody Plaza
Galveston, Texas 77550-7999

Investment Manager
Securities Management & Research, Inc.
One Moody Plaza
Galveston, Texas 77550-7999

Insurer
American National Insurance Company
One Moody Plaza
Galveston, Texas 77550-7999

[LOGO OF AMERICAN NATIONAL APPEARS HERE]

Form 1005

[BAR CODE HERE]

                                       22
<PAGE>
 
AMERICAN NATIONAL INSURANCE COMPANY
ONE MOODY PLAZA
GALVESTON, TEXAS 77550-7999

                               AMERICAN NATIONAL
                       VARIABLE ANNUITY SEPARATE ACCOUNT

Statement of Additional Information
    
April 30, 1996
Relating to the Prospectuses dated April 30, 1996      
(409) 763-4661

INVESTMENT MANAGER
        Securities Management and Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

UNDERWRITER
        Securities Management and Research, Inc.
        One Moody Plaza
        Galveston, Texas 77550-7999

CUSTODIAN
        American National Insurance Company
        One Moody Plaza
        Galveston, Texas 77550-7999

INDEPENDENT AUDITORS
    
        Arthur Andersen LLP
        711 Louisiana, Suite 1300
        Houston, Texas 77002-2786      

                                       1
<PAGE>
 
AMERICAN NATIONAL INSURANCE COMPANY
One Moody Plaza
Galveston, Texas 77550-7999

                               AMERICAN NATIONAL
                       VARIABLE ANNUITY SEPARATE ACCOUNT
                                 STATEMENT OF
                            ADDITIONAL INFORMATION
    
                                April 30, 1996      
    
  This Statement of Additional Information expands upon subjects discussed in
the current Prospectuses for the Variable Annuity Contracts ("the Contracts")
offered by American National Insurance Company ("American National"). You may
obtain a copy of the Prospectuses dated April 30, 1996, by calling (409)
763-4661, or writing to American National Insurance Company, One Moody Plaza,
Galveston, Texas 77550-7999. Terms used in the current Prospectuses for the
Contract are incorporated in this Statement.      


  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

                               TABLE OF CONTENTS

                                                                          Page
The Contract..............................................................  3
Valuation of Accumulation Units...........................................  3
Computation of Variable Annuity Payments..................................  3
Annuity Unit Value........................................................  3
Summary...................................................................  4
Exceptions to Charges.....................................................  4
Termination of Contract...................................................  4
Group Unallocated Contract................................................  4
Additional Federal Tax Matters............................................  4
Limits on Subsequent Purchase Payments (Under the Internal Revenue Code)..  4
Taxation of American National.............................................  5
Tax Status of the Contracts...............................................  5
Assignment................................................................  5
Distribution of the Contracts.............................................  5
Safekeeping of Separate Account Assets....................................  5
State Regulation of American National.....................................  5
Records and Reports.......................................................  6
Performance...............................................................  6
Total Return..............................................................  6
Yields....................................................................  6
Legal Matters.............................................................  7
Legal Proceedings.........................................................  7
Experts...................................................................  7
Additional Information....................................................  7
Financial Statements......................................................  7
Financials................................................................  8

                                       2
<PAGE>
 
                                 THE CONTRACT


  The following provides additional information about the contracts which
supplements the description in the Prospectus and which may be of interest to
some Contractowners.

Valuation of Accumulation Units

  The Accumulation Unit Value for a Subaccount on any day is equal to (a)
divided by (b), where (a) is the net asset value of the corresponding Eligible
Portfolio of the underlying fund owned by each Subaccount less any applicable
deductions and (b) is the number of Accumulation Units of that Subaccount at
the beginning of that day.

Computation of Variable Annuity Payments

  The amount of the first variable annuity payment to the annuitant will
depend on the amount of his/her accumulation value applied to affect the
variable annuity as of the tenth day immediately preceding the date annuity
payments commence, the amount of any premium tax owed (if applicable), the
annuity option selected, and the age of the annuitant. The contracts contain
tables indicating the dollar amount of the first annuity payment under annuity
options 1, 2, 3, and 4 for each $1,000 of accumulation value at various ages.
These tables are based upon the 1983 Table a (promulgated by the Society of
Actuaries) and an Assumed Investment Rate (the AIR) of 3.0% per annum.

  In any subsequent month, the dollar amount of the variable annuity payment
is determined by multiplying the number of annuity units in the applicable
division(s) by the value of such annuity unit on the tenth day preceding the
due date of such payment. The annuity unit value will increase or decrease in
proportion to the net investment return of the division(s) underlying the
variable annuity since the date of the previous annuity payment, less an
adjustment to neutralize the 3.0% or other AIR referred to above.

  Therefore, the dollar amount of variable annuity payments after the first
will vary with the amount by which the net investment return is greater or less
than the 3.0% (or other AIR) per annum. For example, assuming a 3.5% AIR, if an
Eligible Portfolio has a cumulative net investment return of 5% over a one year
period, the first annuity payment in the next year will be approximately 1.5
percentage points greater than the payment on the same date in the preceding
year, and subsequent payments will continue to vary with the investment
experience of the Eligible Portfolio.

  If such net investment return is 1% over a one year period, the first
annuity payment in the next year will be approximately 2.5 percentage points
less than the payment on the same date in the preceding year, and subsequent
payments will continue to vary with the investment experience of the applicable
division.

                              ANNUITY UNIT VALUE

  The value of an annuity unit is calculated at the same time that the value
of an accumulation unit is calculated and is based on the same values for
shares of Eligible Portfolios and other assets and liabilities. The following
illustrations show, by use of hypothetical examples, the method of determining
the annuity unit value and the amount of variable annuity payments.

Illustration: Calculation of Annuity Unit Value
Annuity at age 65: Life with 120 payments certain

1. Annuity unit value, beginning of period          $ .980000

2. Net investment factor for Period                  1.001046

3. Daily adjustment for
   3.0% Assumed Investment Rate                       .999919

4. (2) x (3)                                         1.000965

5. Annuity unit value, end of period (1) x (4)      $ .980946

Illustration: Annuity Payments
Annuity at age 65: Life with 120 payments certain

 1. Number of accumulation units at annuity date    10,000.00

 2. Accumulation Unit value
   (10 days prior to date of first monthly payment) $1.800000

 3. Accumulation Value of Contract (1) x (2)       $18,000.00

 4. First monthly annuity payment per
    $1,000 of Accumulation Value                       $ 5.63

 5. First monthly annuity payment (3) x (4) / 1,000  $ 101.34

 6. Annuity Unit value
    (10 days prior to date of first monthly payment) $ .980000

 7. Number of annuity units (5) / (6)                  103.408

 8. Assume annuity unit value for
    second month equal to                            $ .997000

 9. Second monthly annuity payment (7) x (8)          $ 103.10

10. Assume annuity unit value for
    third month equal to                             $ .953000

11. Third monthly annuity payment (7) x (10)           $ 98.55

                                       3
<PAGE>
 
                                    SUMMARY

  In conclusion, for a variable annuity the key element to pricing the annuity
is unknown; there is no interest rate guarantee made and interest credited will
depend upon actual future results. The technique used to overcome this obstacle
is the calculation of the premium for the annuity using an AIR. The initial
variable annuity payment is based upon this premium; subsequent payments will
increase or decrease depending upon the relationship between the AIR and the
actual investment performance of Eligible Portfolios to be passed to the
annuitant. Suppose an Eligible Portfolio showed a monthly return of 1% after
the first month, the participant's second monthly payment would be (assuming 30
days between payments):

                        $100 x 1.01     =       $100.75
                              -----
                              (1.03)  30/365

  Hence, we have shown that the AIR methodology means that at each payment
date the value in a participant's annuity is updated to reflect actual
investment results to date, but continued assumption of the AIR for the
remainder of the annuity period.

Exceptions To Charges

  The surrender charges or other administration charges or deductions may be
reduced for sales of contracts to a trustee, employer or similar entity
representing a group where such sales result in savings of sales or
administrative expenses. The entitlement to such a reduction in surrender
charges or other charges or deductions will be determined by American National
based on the following factors: (1) the size of the group; (2) the total amount
of purchase payments to be received from a group; (3) the purpose for which the
contracts are being purchased; (4) the nature of the group for which the
contracts are being purchased; and (5) any other circumstances of which
American National is not presently aware but that could result in reduced sales
or administrative expenses.

  Directors, officers and bona fide full-time employees (and their spouses and
minor children) of Securities Management and Research, Inc. and American
National are permitted to purchase contracts with substantial reduction of
surrender charges or other administrative charges or deductions. No sales
commission will be paid on such contracts.

Termination of Contract

  American National reserves the right to terminate any Group Unallocated
Contract under the following circumstances: (1) the contract value is less than
$2,000 after the end of the first contract year, or $5,000 after the end of the
third contract year; (2) the Plan pursuant to which the contract is issued is
terminated for any reason or becomes disqualified under Section 401 or 403 of
the Internal Revenue Code or (3) for any reason after the eighth policy year.
American National may also terminate individual contracts during the
accumulation period if certain conditions exist. These conditions are that (1)
no purchase payments have been received by American National for the contract
for three full years; (2) the Accumulation Value of the contract is less than
$200; and (3) the value of the contract allocated to the Fixed Account,
projected to the maturity date, would produce installments of less than $20 per
month using contractual guarantees. Termination of a Contract may have adverse
tax consequences. (See the prospectus at "Federal Tax Matters," page  18.)

Group Unallocated Contracts

  Group Unallocated Contract is a contract between the Contractowner and
American National. Individual accounts are not established for Plan
Participants unless the one of the annuity payment options is selected.

                        ADDITIONAL FEDERAL TAX MATTERS


Limits On Subsequent Purchase Payments
(Under The Internal Revenue Code)

  The amount of subsequent Purchase Payments may be increased or decreased on
any date, and submission of a Purchase Payment different from the previous
Purchase Payment will automatically effect such an increase or decrease.
However, U.S. Treasury Regulations currently permit only one change to a salary
deduction agreement in any taxable year for contracts issued to qualify under
Section 403(b) of the Internal Revenue Code (the Code). Contracts issued under
Section 408(b) of the Code provide that the maximum Purchase Payments for each
Participant for a taxable year shall be $2,000 or other such amount as may
become permissible under amended laws. Contracts issued to qualify under Section
408(k) of the Code provide that the maximum annual Purchase Payment by an
employer for each employee shall be the lesser of 25% of the employee's
compensation or $30,000 or such other amount as may become permissible under
amended law.

  Contracts issued to qualify under Section 457 of the Code provide that the
maximum Purchase Payment in any taxable year shall be $7,500 for each
Participant or such other amount as may become permissible under amended law.
Such contracts further provide for an increase in Purchase Payments for one or
more of the Participant's last three taxable years ending before normal
retirement age in accordance with the provisions of the applicable Plan
agreement.

  Purchase Payments pursuant to the salary deduction agreements to contracts
issued under Section 403(b), 408(k), 401(k) or 457 of the Code that are in
excess of $7,000 in a taxable year ($9,500 in the case of Section 403(b)
contracts and the lesser of $7,000 or 1/3 of employee's compensation for 457)
may be subject to adverse tax treatment.

                                       4
<PAGE>
 
                         TAXATION OF AMERICAN NATIONAL

  American National is taxed as a life insurance company under Part 1 of
Subchapter L of the Code. Since the Separate Account is not an entity separate
from American National and its operations form a part of American National, it
will not be taxed separately as a "regulated investment company" under
Subchapter M of the code. Investment income and realized net capital gains on
Separate Account assets are reinvested and are taken into account in
determining the contract values. As a result, such investment income and
realized net capital gains are automatically retained as part of the reserves
under the Contract. Under existing federal income tax law, American National
believes that the Separate Account's investment income and realized net capital
gains should not be taxed to the extent that such income and gains are retained
as part of the reserves under the Contract.

                          TAX STATUS OF THE CONTRACTS

  To comply with regulations under 817(h) of the Code, the investment of the
Separate Account must be "adequately diversified" in order for the Contracts to
qualify as annuity contracts under section 72 of the code. The Separate
Account, through the underlying funds, intends to comply with the
diversification requirements prescribed by the Treasury which affect how the
Separate Account's assets may be invested. American National will monitor
compliance with this requirement. Thus, American National believes that the
Contracts will be treated as annuity contracts for federal tax purposes.

                                  ASSIGNMENT

  The Contracts may be assigned by the Contractowner except when issued to
plans or trusts qualified under Section 403(b) or 408 of the Internal Revenue
Code. 401(k) Contracts are not assignable.

                         DISTRIBUTION OF THE CONTRACTS

  Subject to arrangements with American National, the Contracts are sold as
part of a continuous offering by independent broker-dealers who are members of
the National Association of Security Dealers, Inc., and who become licensed to
sell life insurance and variable annuities for American National. Pursuant to a
Distribution and Administrative Services Agreement, Securities Management and
Research, Inc. ("SM&R") acts as the principal underwriter on behalf of American
National for distribution of the Contracts. Under the Agreement, SM&R is to use
commercially reasonable efforts to sell the Contracts through registered
representatives. In connection with these sales activities SM&R is responsible
for (i) compliance with the requirements of any applicable state broker-dealer
regulations and the Securities Exchange Act of 1934, (ii) keeping correct
records and books of account in accordance with Rules 17a-3 and 17a-4 of the
Securities Exchange Act, (iii) training agents of American National for the sale
of Contracts, and (iv) forwarding all purchase payments under the Contracts
directly to American National. SM&R is not entitled to any renumeration for its
services as underwriter under the Distribution and Administrative Services
Agreement, however SM&R is entitled to reimbursement for all reasonable expenses
incurred in connection with its duties as underwriter.

Safekeeping of the Separate Account Assets

  All assets of the Separate Account are held in the custody and safekeeping
of American National. The assets are kept physically segregated and held
separate and apart from the General Account assets. American National maintains
records of all purchases and redemptions of shares of the Eligible Portfolios
by each of the Subaccounts.

State Regulation of American National

  American National, a stock life insurance company organized under the laws
of Texas, is subject to regulation by the Texas Department of Insurance. On or
before March 1 of each year an NAIC convention blank covering the operations
and reporting on the financial condition of American National and the Separate
Account as of December 31 of the preceding year must be filed with the Texas
Department of Insurance. Periodically, the Texas Department of Insurance
examines the liabilities and reserves of American National and the Separate
Account and certifies their adequacy. A full examination of American National's
operations is also conducted periodically by the National Association of
Insurance Commissioners.

  In addition, American National is subject to the insurance laws and
regulations of other states within which it is licensed or may become licensed
to operate. The Policies offered by the Prospectus are available in the various
states as approved. Generally, the Insurance Department of any other state
applies the laws of the state of domicile in determining permissible
investment. However, differences in state laws may require American National to
offer a Contract in one or more states which has suicide, incontestability and
refund provisions which are more favorable to a Contractowner than provisions
in a Contract offered in other states.

                                       5
<PAGE>
 
                              RECORDS AND REPORTS

  Reports concerning each Contract will be sent annually to each
Contractowner. Contractowners will additionally receive annual and semiannual
reports concerning the underlying funds and annual reports concerning the
Separate Account. Contractowners will also receive confirmations of receipt of
purchase payments, changes in allocation of purchase payments and transfer of
Accumulation Units and Annuity Units.

Performance

  Performance information for any Subaccount may be compared, in reports and
advertising to: (1) the Standard & Poor's 500 Composite Stock Price Index ("S &
P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue's Money Market
Institutional Averages; (2) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services,  Lehman-Brothers,
Morningstar, or the Variable Annuity Research and Data Service, widely used
independent research firms which rank mutual funds and other investment
companies by overall performance, investment objectives, and assets; and (3)
the Consumer Price Index (measure for inflation) to assess the real rate of
return from an investment in a contact. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for annuity
charges and investment management costs.

  Total returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising may also contain other information including (i) the ranking of any
subaccount derived from rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Series or by rating services,
companies, publications or other persons who rank separate accounts or other
investment products on overall performance or other criteria, and (ii) the
effect of tax deferred compounding on a subaccount's investment returns, or
returns in general, which may be illustrated by graphs, charts, or otherwise,
and which may include a comparison, at various points in time, of the return
from an investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

Total Return

  Total Return quoted in advertising reflects all aspects of a Subaccount's
return, including the automatic reinvestment by the separate account of all
distributions and any change in the Subaccount's value over the period. Average
annual returns are calculated by determining the growth or decline in value of
a hypothetical historical investment in the Subaccount over a stated period,
and then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual return of 7.18%, which is the steady rate
that would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that the subaccount's performance is not constant over
time, but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of a
subaccount.

  Average annual total returns are computed by finding the average annual
compounded rates of return over the periods shown that would equate the initial
amount invested to the withdrawal value, in accordance with the following
formula:        

P(1+T)/n/ = ERV where P is a hypothetical investment payment of $1,000, T is the
average annual total return, n is the number of years, and ERV is the withdrawal
value at the end of the periods shown. Since the Contract is intended as a long-
term product, the average annual total returns assume that no money was
withdrawn from the Contract prior to the end of the period.

  In addition to average annual returns, the Subaccounts may advertise
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period.

Yields

  Some Subaccounts may also advertise yields. Yields quoted in advertising
reflect the change in value of a hypothetical investment in the Subaccount over
a stated period of time, not taking into account capital gains or losses.
Yields are annualized and stated as a percentage. Yields do not reflect the
impact of any contingent deferred sales load. Yields quoted in advertising may
be based on historical seven day periods. Current yield for the FID Money
Market Subaccount and the AN Money Market Subaccount will reflect the income
generated by a Subaccount over a 7-day period. Current yield is calculated by
determining the net change, exclusive of capital changes, in the value of a
hypothetical account having one Accumulation Unit at the beginning of the
period and dividing the difference by the value of the account at the beginning
of the base period to obtain the base period return, and multiplying the base
period return by (365/7). The resulting yield figure will be carried to the
nearest hundredth of a percent. Effective yield for the FID Money Market
Subaccount  and the AN Money Market Subaccount is calculated in a similar
manner to current yield except that investment income is assumed to be
reinvested throughout the year at the 7-day rate. Effective yield is obtained
by taking the base period returns as computed above, and then compounding the
base period return by adding 1, raising the sum to a power equal to (365/7) and
subtracting one from the result, according to the formula Effective Yield =
[(Base Period Return +1)/365/7/] - 1. Since the reinvestment of income is
assumed in the calculation of effective yield, it will generally be higher than
current yield.

  A 30-day yield for bond subaccounts will reflect the income generated by a
Subaccount over a 30-day period. Yield will be computed by dividing the net
investment income per Accumulation Unit earned during the period by the maximum
offering price per Accumulation Unit on the last day of the period, according
to the following formula: Yield = 2[((a - b)/cd + 1)/6/-1] where a = net
investment income earned by the applicable portfolio, b = expenses for the
period including expenses charged to the contract owner accounts, c = the
average daily number of Accumulation Units outstanding during the period, and d
= the maximum offering price per Accumulation Unit on the last day of the
period.

                                       6
<PAGE>
 
                                 LEGAL MATTERS

  All matters of Texas law pertaining to the Contract, including the validity
of the Contract and American National's right to issue the Contract under Texas
Insurance Law, have been passed upon by Greer, Herz and Adams, L.L.P., General
Counsel.

                               LEGAL PROCEEDINGS

  There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject. American National is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

                                    EXPERTS
    
  The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1995 and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1995 and for the year then ended, included 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 report.

  The consolidated financial statements of American National Insurance Company
and subsidiaries as of December 31, 1994  and  for the year then ended, and the
financial statements of American National Variable Annuity Separate Account as
of December 31, 1994 and for the period April 20, 1994, through December 31,
1994, included in this prospectus and elsewhere in the  registration statement
have been audited by KPMG Peat Marwick  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 report.      

                            ADDITIONAL INFORMATION

  A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Contract offered hereby. This Statement of Additional Information does not
contain all the information set forth in the registration statement and the
amendments and exhibits to the registration statement, to all of which
reference is made for further information concerning the Separate Account,
American National and the Contracts offered hereby. For a complete statement of
the terms thereof reference is made to such instruments as filed.

                             FINANCIAL STATEMENTS

  The financial statements of American National should be considered only as
bearing on the ability of American National to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account.

                                       7
<PAGE>
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    
To The Board of Directors and Contract Owners of American National Variable
Annuity Separate Account:

We have audited the accompanying statement of net assets of the American
National Variable Annuity Separate Account (comprised of American National (AN)
Growth, AN Money Market, AN Balanced, AN Managed, Fidelity VIP Money Market,
Fidelity VIP High Income, Fidelity VIP Equity Income, Fidelity VIP Growth,
Fidelity VIP Overseas, Fidelity VIP Investment Grade Bond, Fidelity VIP Asset
Manager, Fidelity VIP Index 500, Fidelity VIP Contra, and Fidelity VIP Asset
Manager Growth Portfolio Subaccounts)  as of December 31, 1995, the related
statement of operations and changes in net assets for the year then ended, and
the condensed financial information for the year ended December 31, 1995. These
financial statements and condensed financial information are the responsibility
of the Account's management. Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audit.
 
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995 by
correspondence with the custodians. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in
all material respects, the financial position of the American National Variable
Annuity Separate Account (comprised of American National (AN) Growth, AN Money
Market, AN Balanced, AN Managed, Fidelity VIP Money Market, Fidelity VIP High
Income, Fidelity VIP Equity Income, Fidelity VIP Growth, Fidelity VIP Overseas,
Fidelity VIP Investment Grade Bond, Fidelity VIP Asset Manager, Fidelity VIP
Index 500, Fidelity VIP Contra, and Fidelity VIP Asset Manager Growth Portfolio
Subaccounts) as of December 31, 1995 and the results of operations, changes in
net assets and condensed financial information for the year then ended, in
conformity with generally accepted accounting principles.


                                          ARTHUR ANDERSEN LLP     

Houston, Texas
February 16, 1996      

                                       8
<PAGE>
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Board of Directors and Contract Owners of American National Variable
Annuity Separate Account

    
We have audited the accompanying statement of operations and changes in net
assets of the American National (AN) Growth, AN Money Market, AN Managed,
Fidelity VIP Money Market, Fidelity VIP High Income, Fidelity VIP Equity
Income, Fidelity VIP Growth, Fidelity VIP Overseas, Fidelity VIP Investment
Grade Bond, Fidelity VIP Asset Manager and Fidelity VIP Index 500 Portfolio
Subaccounts of American National Variable Annuity Separate Account and the
condensed financial information (presented in Note 5) for the period April 20,
1994 (commencement of operations) through December 31, 1994. This financial
statement and the condensed financial information are the responsibility of the
Account's management. Our responsibility is to express an opinion on this
financial statement and the condensed financial information based on our audit.
      
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Investments
owned at December 31, 1994 were verified by examination of the underlying
portfolios of the American National Funds or through confirmation for Fidelity
Funds. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

    
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the results of operations and changes in net assets
and condensed financial information of the American National (AN) Growth, AN
Money Market, AN Managed, Fidelity VIP Money Market, Fidelity VIP High Income,
Fidelity VIP Equity Income, Fidelity VIP Growth, Fidelity VIP Overseas,
Fidelity VIP Investment Grade Bond, Fidelity VIP Asset Manager, and Fidelity
VIP Index 500 Portfolio Subaccounts of American National Variable Annuity
Separate Account   for the period April 20, 1994 through December 31, 1994 in
conformity with generally accepted accounting principles.     
[FN] 


                                         KPMG PEAT MARWICK LLP   

Houston, Texas
February 15, 1995

                                       9
<PAGE>
 
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
For the year ended December 31, 1995
(In thousands)

<TABLE> 
<CAPTION> 

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

                                                   ---------------------------------------------------------------------------------
                                                                                       SUBACCOUNTS
                                                   ---------------------------------------------------------------------------------
                                                                                                     FIDELITY   FIDELITY
                                                            AN                             FIDELITY    VIP        VIP
                                                 AN        MONEY       AN         AN         VIP       HIGH      EQUITY
                                              GROWTH      MARKET    BALANCED    MANAGED     MONEY     INCOME     INCOME 
                                             PORTFOLIO   PORTFOLIO  PORTFOLIO   PORTFOLIO   MARKET     FUND       FUND  
<S>                                          <C>         <C>        <C>         <C>        <C>       <C>        <C> 
INVESTMENT INCOME
 Dividend distributions received                $  7       $   2      $  1      $    6     $    15     $ --       $  7
EXPENSES
 Charges to contract owners for assuming
  mortality and expense risks                     (3)         (1)       --          (2)         (4)      (1)        (4)

- -----------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                           $  4       $   1      $  1      $    4     $    11     $ (1)      $  3
REALIZED GAINS ON SALES
 OF INVESTMENTS
  Proceeds from sales                             11         680        --           1       1,085       11         33
  Cost of investments sold                        (9)       (680)       --          (1)     (1,085)     (11)       (29)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                $  2       $  --      $ --      $   --     $    --     $ --       $  4
CAPITAL GAINS DISTRIBUTIONS RECEIVED              13          --        --           7          --       --          1
UNREALIZED INVESTMENT GAINS                       20          --         1          15          --       10         57
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                      $ 39       $   1      $  2      $   26     $    11     $  9       $ 65
TRANSFERS TO SPONSOR FOR BENEFITS
 AND TERMINATIONS                                 (1)         (2)       --          --          --       (1)       (16)
PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS*                            360          11        47         310         197      137        398
- ------------------------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS                          $398       $  10      $ 49      $  336     $   208     $145       $447
NET ASSETS:
  Beginning of period                             12           1        --           9         193        5          5
- ------------------------------------------------------------------------------------------------------------------------------------
  End of period                                 $410       $  11      $ 49      $  345     $   401     $150       $452
====================================================================================================================================



                                                                     FIDELITY                                   FIDELITY
                                                                       VIP      FIDELITY   FIDELITY  FIDELITY     VIP
                                             FIDELITY    FIDELITY   INVESTMENT     VIP       VIP       VIP        ASSET
                                                VIP         VIP       GRADE       ASSET     INDEX     CONTRA    MANAGER 
                                              GROWTH     OVERSEAS      BOND      MANAGER      500      FUND      GROWTH 

INVESTMENT INCOME
 Dividend distributions received                $ --       $  --      $ --      $    1     $    --     $ --       $ --
EXPENSES
 Charges to contract owners for assuming
  mortality and expense risks                     (2)         (2)       --          (4)         (1)      --         -- 

- -----------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                           $ (2)      $  (2)     $ --      $   (3)    $    (1)    $ --       $ --
REALIZED GAINS ON SALES
 OF INVESTMENTS
  Proceeds from sales                             --          49        --          73           7       --         --
  Cost of investments sold                        --         (46)       --         (68)         (7)      --         -- 
- -----------------------------------------------------------------------------------------------------------------------------------
                                                $ --       $   3      $ --      $    5     $    --     $ --       $ --
CAPITAL GAINS DISTRIBUTIONS RECEIVED              --          --        --          --          --       --          1
UNREALIZED INVESTMENT GAINS                       16           9         1          41          11        1         --
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                      $ 14       $  10      $  1      $   43     $    10     $  1       $  1
TRANSFERS TO SPONSOR FOR BENEFITS
 AND TERMINATIONS                                 --          (9)       --         (14)         --       --         -- 
PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS*                            361         159        28         389         111       23         25
- ------------------------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS                          $375       $ 160      $ 29      $  418     $   121     $ 24       $ 26 
NET ASSETS:
  Beginning of period                              2          18         1           8           5       --         --
- ------------------------------------------------------------------------------------------------------------------------------------
  End of period                                 $377       $ 178      $ 30      $  426     $   126     $ 24       $ 26
====================================================================================================================================
* Includes transfer activity from (to) other portfolios.
See accompanying notes to financial statements.

</TABLE> 

                                      10

<PAGE>
 
 
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
For the period from April 20 through December 31, 1994
(In thousands)

<TABLE> 
<CAPTION> 

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

                                            ---------------------------------------------------------------------------------
                                                                       SUBACCOUNTS
                                            ---------------------------------------------------------------------------------
                                                                                          FIDELITY   FIDELITY
                                                            AN                  FIDELITY    VIP        VIP
                                                 AN        MONEY       AN         VIP       HIGH      EQUITY
                                              GROWTH      MARKET     MANAGED     MONEY     INCOME     INCOME 
                                             PORTFOLIO   PORTFOLIO   PORTFOLIO   MARKET     FUND       FUND  
<S>                                          <C>         <C>         <C>        <C>       <C>        <C> 
INVESTMENT INCOME                                                  
 Dividend distributions received                $ --       $  --     $   --     $     2     $ --       $ --
EXPENSES                                                           
 Charges to contract owners for assuming                           
  mortality and expense risks                     --          --         --          --       --         -- 
                                                                   
- ------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                           $ --       $  --     $   --     $     2     $ --       $ --
REALIZED GAINS ON SALES                                            
 OF INVESTMENTS                                                    
  Proceeds from sales                             --         251         --           1       47         19
  Cost of investments sold                        --        (251)        --          (1)     (47)       (19)
- ------------------------------------------------------------------------------------------------------------------------
                                                $ --       $  --     $   --     $    --     $ --       $ --
CAPITAL GAINS DISTRIBUTIONS RECEIVED               1          --          1          --       --         --
UNREALIZED INVESTMENT (LOSSES)                    (1)         --         (1)         --       --         --
- -------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS                                         
 RESULTING FROM OPERATIONS                      $ --       $  --     $   --     $     2     $ --       $ --
TRANSFERS TO SPONSOR FOR BENEFITS                                  
 AND TERMINATIONS                                 --          --         --          --       --         -- 
PREMIUM PAYMENTS AND OTHER                                         
 OPERATING TRANSFERS*                             12           1          9         191        5          5
- -------------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS                          $ 12       $   1     $    9     $   193     $  5       $  5
NET ASSETS:                                                        
  Beginning of period                             --          --         --          --       --         --
- -------------------------------------------------------------------------------------------------------------------------
  End of period                                 $ 12       $   1     $    9     $   193     $  5       $  5
====================================================================================================================================



                                                                     FIDELITY                        
                                                                       VIP      FIDELITY   FIDELITY  
                                             FIDELITY    FIDELITY   INVESTMENT     VIP       VIP     
                                                VIP         VIP       GRADE       ASSET     INDEX    
                                              GROWTH     OVERSEAS      BOND      MANAGER      500    
                                                                                                     
INVESTMENT INCOME                                                                                    
 Dividend distributions received                $ --       $  --      $ --      $   --     $    --   
EXPENSES                                                                                             
 Charges to contract owners for assuming                                                             
  mortality and expense risks                     --          --        --          --          --   
                                                                                                     
- ------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                           $ --       $  --      $ --      $   --     $    --   
REALIZED GAINS ON SALES                                                                              
 OF INVESTMENTS                                                                                      
  Proceeds from sales                             26          23        38          19          --   
  Cost of investments sold                       (25)        (23)      (38)        (19)         --   
- ------------------------------------------------------------------------------------------------------------
                                                $  1       $  --      $ --      $   --     $    --   
CAPITAL GAINS DISTRIBUTIONS RECEIVED              --          --        --          --          --   
UNREALIZED INVESTMENT (LOSSES)                    --          --        --          --          --   
- -------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS                                                                           
 RESULTING FROM OPERATIONS                      $  1       $  --      $ --      $   --     $    --   
TRANSFERS TO SPONSOR FOR BENEFITS                                                                    
 AND TERMINATIONS                                 --          --        --          --          --   
PREMIUM PAYMENTS AND OTHER                                                                           
 OPERATING TRANSFERS*                              1          18         1           8           5   
- -------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS                          $  2       $  18      $  1      $    8     $     5   
NET ASSETS:                                                                                          
  Beginning of period                             --          --        --          --          --   
- -------------------------------------------------------------------------------------------------------------
  End of period                                 $  2       $  18      $  1      $    8     $     5   
=============================================================================================================
* Includes transfer activity from (to) other portfolios.
See accompanying notes to financial statements.

</TABLE> 

                                      11


<PAGE>
 
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
STATEMENT OF NET ASSETS
December 31, 1995
(In thousands, except for share and unit information)

<TABLE> 
<CAPTION> 

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

                                                   ---------------------------------------------------------------------------------
                                                                                       SUBACCOUNTS
                                                   ---------------------------------------------------------------------------------
                                                                                                     FIDELITY   FIDELITY
                                                            AN                             FIDELITY    VIP        VIP
                                                 AN        MONEY       AN         AN         VIP       HIGH      EQUITY
                                              GROWTH      MARKET    BALANCED    MANAGED     MONEY     INCOME     INCOME 
ASSETS                                       PORTFOLIO   PORTFOLIO  PORTFOLIO   PORTFOLIO   MARKET     FUND       FUND  
<S>                                          <C>         <C>        <C>         <C>        <C>       <C>        <C> 
Investment in shares of Mutual Funds                                                                                                
 at net asset value                          $    410     $    11    $    49    $    345   $    401  $    150   $    452            
=================================================================================================================================== 
NET ASSETS, representing                                                                                                            
 Equity of group contract owners             $     --     $    --    $    --    $     --   $     --  $     --   $     53            
 Equity of individual contract owners             410          11         49         345        401       150        399            
- ----------------------------------------------------------------------------------------------------------------------------------- 
                                             $    410     $    11    $    49    $    345   $    401  $    150   $    452            
=================================================================================================================================== 
INVESTMENT PORTFOLIO INFORMATION                                                                                                    
  Number of Shares                            322,507      10,801     41,494     285,478    400,788    12,487     23,458
  Cost                                       $    391     $    11    $    48    $    331   $    401  $    141   $    395            
                                                                                                                                    
POLICY UNIT INFORMATION                                                                                                             
Number of Units Held by Group                                                                                                       
 Contract Owners                                   --          --         --          --         --        --     39,570            
Net Asset Value Per Unit                     $     --     $    --    $    --    $     --   $     --  $     --   $  1.338            
Number of Units Held by Individual                                                                                                  
 Contract Owners                              326,360      10,421     43,097     275,204    382,247   126,513    301,955            
Net Asset Value Per Unit                     $  1.255     $ 1.036    $ 1.136    $  1.255   $  1.049  $  1.189   $  1.322            



                                                                     FIDELITY                                   FIDELITY
                                                                       VIP      FIDELITY   FIDELITY  FIDELITY     VIP
                                             FIDELITY    FIDELITY   INVESTMENT     VIP       VIP       VIP        ASSET
                                                VIP         VIP       GRADE       ASSET     INDEX     CONTRA    MANAGER 
                                              GROWTH     OVERSEAS      BOND      MANAGER      500      FUND      GROWTH 

Investment in shares of Mutual Funds                                                                                               
 at net asset value                          $    377    $    178    $    30    $    426   $    126  $     24   $     26           
===================================================================================================================================
NET ASSETS, representing  
 Equity of group contract owners             $     --    $     23    $    --    $     48   $     --  $     --   $     --  
 Equity of individual contract owners             377         155         30         378        126        24         26  
- -----------------------------------------------------------------------------------------------------------------------------------
                                             $    377         178         30         426        126        24         26  
===================================================================================================================================
INVESTMENT PORTFOLIO INFORMATION                                                                                         
  Number of Shares                             12,914      10,433      2,433      26,953      1,664     1,737      2,172           
  Cost                                       $    361    $    168    $    29    $    384   $    115  $     23   $     26           
                                                                                                                                   
POLICY UNIT INFORMATION                                                                                                            
Number of Units Held by Group                                                                                                      
 Contract Owners                                   --      21,832         --      41,926         --        --         --           
Net Asset Value Per Unit                     $     --    $  1.061    $    --    $  1.149   $     --  $     --   $     --           
Number of Units Held by Individual                                                                                                 
 Contract Owners                              281,102    $147,599     26,194     332,773     92,340    20,680     24,995           
Net Asset Value Per Unit                     $  1.341     $ 1.048    $ 1.159    $  1.134   $  1.365  $  1.157   $  1.024            
</TABLE> 

See accompanying notes to financial statements.

                                      12
<PAGE>
 
American National Variable Annuity Separate Account
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  General ... American National Variable Annuity Separate Account (Separate
Account) was established on July 30,1991 under Texas law as a separate
investment account of American National Insurance Company (the Sponsor).  The
Separate Account began operations on April 20, 1994.  The assets of the
Separate Account are segregated from the Sponsor's other assets and are used
only to support variable annuity products issued by the Sponsor.  

  The Separate Account is registered under the Investment Company Act of 1940,
as amended, as a unit investment trust.  There are currently fourteen active
subaccounts within the Separate Account, each of which is invested only in a
corresponding portfolio of the American National (AN) or Fidelity Funds.  The
American National  Fund was organized and is managed for a fee by Securities
Management & Research, Inc. (SM&R) which is a wholly-owned subsidiary of the
Sponsor.  The Fidelity Funds were organized and are managed for a fee by
Fidelity Management & Research Co.  ("FMR")

  Basis of Presentation ... The financial statements of the Separate Account
have been prepared on an accrual basis in accordance with generally accepted
accounting principles.

  Federal Taxes ... The operations of the Separate Account form a part of, and
are taxed with, the operations of the Sponsor.  Under the Internal Revenue
Code, all ordinary income and capital gains allocated to the contract owners
are not taxed to the Sponsor.  As a result, the net asset values of the
subaccounts are not affected  by federal income taxes on distributions received
by subaccounts. Accordingly, no provision for income taxes is required in the
accompanying financial statements.

  Use of Estimates ... The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

(2) INVESTMENT INFORMATION

  Investments in shares of the separate investment portfolios are stated at
market value which is the net asset value per share as determined by the
respective portfolios on a daily basis.  Dividends received from the portfolios
are reinvested daily in additional shares of the portfolios and are recorded as
dividend income on the record date.

  The Separate Account's purchases of  the separate investment portfolios,
including reinvestment of dividend distributions, were as follows during the
year ended  December 31, 1995 (period from April 28, 1995 to December 31, 1995
for the Fidelity VIP Contra and Asset Manager Growth Funds) and for the period
from April 20 to December 31, 1994:

                                                    April 20 to
                                        1995    Deccember 31, 1994
AN Growth Portfolio                 $   386,965     $  13,502
AN Money Market Portfolio           $   689,260     $ 252,085
AN Balanced Portfolio               $    48,468     $      --
AN Managed Portfolio                $   322,699     $   9,543
Fidelity VIP Money Market           $ 1,292,862     $ 193,637
Fidelity VIP High Income Fund       $   146,447     $  52,206
Fidelity VIP Equity Income Fund     $   418,464     $  24,353
Fidelity VIP Growth                 $   359,691     $  26,678
Fidelity VIP Overseas               $   196,029     $  40,999
Fidelity VIP Investment Grade Bond  $    28,474     $  39,048
Fidelity VIP Asset Manager          $   444,685     $  27,183
Fidelity VIP Index 500              $   115,710     $   5,383
Fidelity VIP Contra Fund            $    23,494     $      --
Fidelity VIP Asset Manager Growth   $    26,097     $      --

                                       13
<PAGE>
 
(3) CHARGES AND DEDUCTIONS FOR THE SEPARATE ACCOUNT INCLUDE THE FOLLOWING:

  Monthly Administrative Charges ... American National's administrative
charges consist of an annual contract fee and a daily administrative asset fee.
The annual contract fee is $25 for non-qualified Flexible Purchase Payment
Annuity Contracts and $30 for all qualified Flexible Purchase Payment Annuity
Contracts. At the time of full surrender, the annual contract fee will be
deducted on a pro rata basis.   Immediate Annuity Contracts have a one time
contract fee of $100 when the single purchase payment is paid. The Group
Unallocated Deferred Annuity Contract has no annual contract fee. The
administrative asset fee is 0.10% annually for all contracts. These charges are
deducted through termination of units of interest from applicable contract
owners' accounts.

  Surrender Charge ... On withdrawals of that portion of the accumulation
value representing purchase payments, a surrender charge is imposed based upon
the number of years since the year in which the purchase payments withdrawn
were paid, on a first paid, first withdrawn basis.  For Flexible Purchase
Payment Deferred Annuities in the first policy year, the surrender charge is a
maximum of 7% of the purchase payment withdrawn and grades down to zero in the
eighth contract year after the purchase payment being withdrawn was made. For
Group Unallocated Deferred Annuity Contracts the surrender charge is a maximum
of 4% and grades down to zero in the eighth policy year.

  Transfer Charge ... A $10 transfer charge is imposed after the first twelve 
transfers in any one policy year for transfers made among the subaccounts.

  Premium Charges ... Premium taxes for certain jurisdictions are deducted
from premiums paid at rates ranging form zero to 3.5%.  American National's
current practice is to deduct any state imposed premium tax from Purchase
Payments.  If a state only imposes premium taxes upon annuitization, American
National will deduct these taxes from the contract value upon annuitization.  

  Distribution Expense Charge ... A distribution expense is assessed daily to
each Subaccount.  The distribution expense charge is 0.25% annually for
Flexible Purchase Payment Deferred Annuity Contracts.  Group Unallocated
Deferred Annuity Contracts do not incur a distribution expense charge.  The sum
of all surrender charges and the distribution expense charges assessed will at
no time exceed 9.0% of all Purchase Payments paid.  

  Mortality and Expense Risk Charges ... Mortality risk and expense risk
charges, at an effective annual rate of 1.25%, are assessed daily against the
Separate Account's net asset value for both qualified and non-qualified
Flexible Purchase Payment Annuity Contracts.  These charges are assessed at a
rate of 0.85% for the Group Unallocated Deferred Annuity Contracts.  This fee
is assessed during both the accumulation period and the annuity period.  

  The total of cash value charges for each subaccount for the year ended 
December 31, 1995 (period from April 28, 1995 to December 31, 1995 for the
Fidelity VIP Contra and Asset Manager Growth Funds) and the period from April
20 to December 31, 1994 are as follows:

                                                      April 20 to
                                          1995    December 31, 1994

AN Growth Portfolio                     $ 2,855          $  45
AN Money Market Portfolio               $   454          $ 273
AN Balanced Portfolio                   $   206          $  --
AN Managed Portfolio                    $ 2,208          $  25
Fidelity VIP Money Market               $ 4,143          $ 955
Fidelity VIP High Income Fund           $ 1,117          $  48
Fidelity VIP Equity Income Fund         $ 3,631          $  12
Fidelity VIP Growth                     $ 1,886          $  18
Fidelity VIP Overseas                   $ 1,775          $  64
Fidelity VIP Investment Grade Bond      $   146          $  23
Fidelity VIP Asset Manager              $ 4,007          $  30
Fidelity VIP Index 500                  $   692          $  14
Fidelity VIP Contra Fund                $   109          $  --
Fidelity VIP Asset Manager Growth       $    81          $  --

                                       14
<PAGE>
 
Notes to Variable Annuity Separate Account Financial Statements continued

(4) UNIT ACTIVITY FROM POLICY TRANSACTIONS

  Transactions in units for each subaccount for the year ended  December 31,
1995 (period from April 28, 1995 to December 31, 1995 for the Fidelity VIP
Contra and Asset Manager Growth Funds) and for the period from April 20, 1994
to December 31, 1994 were as follows: 

<TABLE> 
<CAPTION> 
                                                                                            AN                                    
                                                                           AN             MONEY             AN              AN    
                                                                         GROWTH           MARKET         BALANCED         MANAGED 
                                                                        PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO 
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                     <C>              <C>             <C>             <C> 
Units outstanding April 20, 1994                                               --               --              --              --
  Policy purchase payments                                                 12,430          250,319              --           8,725
  Deductions for policy withdrawals and charges                                --         (249,101)             --              --

Units outstanding December 31, 1994                                        12,430            1,218              --           8,725
  Policy purchase payments                                                322,228          719,574          43,097         266,821
  Deductions for policy withdrawals and charges                            (8,298)        (710,371)             --            (342)

Units outstanding December 31, 1995                                       326,360           10,421          43,097         275,204 
</TABLE> 

<TABLE> 
<CAPTION> 
                                                                        FIDELITY         FIDELITY        FIDELITY                 
                                                                          VIP              VIP             VIP           FIDELITY 
                                                                         MONEY             HIGH           EQUITY           VIP    
                                                                        MARKET         INCOME FUND     INCOME FUND        GROWTH    

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

<S>                                                                     <C>              <C>             <C>             <C> 
Units outstanding April 20, 1994                                               --               --              --              --
  Policy purchase payments                                                191,834           52,095          24,335          26,670
  Deductions for policy withdrawals and charges                                --          (47,371)        (18,869)        (24,777)

Units outstanding December 31, 1994                                       191,834            4,724           5,466           1,893
  Policy purchase payments                                              1,551,766          132,980         380,863         281,565
  Deductions for policy withdrawals and charges                        (1,361,353)         (11,191)        (44,804)         (2,356)

Units outstanding December 31, 1995                                       382,247          126,513         341,525         281,102
</TABLE> 

<TABLE> 
<CAPTION> 
                                                                                        FIDELITY         FIDELITY        FIDELITY 
                                                                       FIDELITY           VIP              VIP             VIP    
                                                                         VIP           INVESTMENT         ASSET           INDEX   
                                                                       OVERSEAS        GRADE BOND        MANAGER           500      

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

<S>                                                                     <C>              <C>             <C>             <C> 
Units outstanding April 20, 1994                                               --               --              --              --
  Policy purchase payments                                                 41,300           39,011          27,281           5,385
  Deductions for policy withdrawals and charges                           (22,871)         (38,309)        (19,332)             --

Units outstanding December 31, 1994                                        18,429              702           7,949           5,385
  Policy purchase payments                                                203,667           25,604         446,561          87,293
  Deductions for policy withdrawals and charges                           (52,665)            (112)        (79,811)           (338)

Units outstanding December 31, 1995                                       169,431           26,194         374,699          92,340
</TABLE> 

<TABLE> 
<CAPTION> 
                                                                       FIDELITY         FIDELITY                                  
                                                                         VIP              VIP              
                                                                        CONTRA       ASSET MANAGER                                 
                                                                         FUND            GROWTH                                     

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

<S>                                                                     <C>              <C>             <C>             <C> 
Units outstanding April 28, 1995                                               --               --
  Policy purchase payments                                                 20,680           24,995
  Deductions for policy withdrawals and charges                                --               --

Units outstanding December 31, 1995                                        20,680           24,995
</TABLE> 

                                       15
<PAGE>
 
(5)     CONDENSED FINANCIAL INFORMATION

  The following tables for each subaccount show selected data for an
accumulation unit outstanding during the year ended December 31, 1995 (period
from April 28, 1995 to December 31, 1995 for the Fidelity VIP Contra and Asset
Manager Growth Funds) and the period from April 20, 1994 to December 31, 1994
(per unit information is based on the average of the combined group and
individual units outstanding at the beginning and ending of the period):


                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
AN GROWTH PORTFOLIO
Investment income                           $ 0.040         $ 0.036
Expenses                                     (0.018)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                 0.022           0.036
Net realized and unrealized gains (losses)
  on investments                              0.243          (0.046)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.265         $(0.010)
  Beginning of year                           0.990           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.255         $ 0.990
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
AN BALANCED PORTFOLIO
Investment income                           $ 0.066         $     --
Expenses                                         --               --
- --------------------------------------------------------------------------------
Investment income (loss)- net                 0.066               --
Net realized and unrealized gains (losses)
  on investments                              0.070               --
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.136               --
  Beginning of year                           1.000               --  
- --------------------------------------------------------------------------------
  End of year                               $ 1.136         $     --
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET
Investment income                           $ 0.053         $ 0.010
Expenses                                     (0.014)             --
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.039           0.010
  Beginning of year                           1.010           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.049         $ 1.010
================================================================================

                                                             4/20/94
                                            1995           To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP EQUITY INCOME FUND
Investment income                           $ 0.036         $ 0.001
Expenses                                     (0.023)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                 0.013           0.001
Net realized and unrealized gains (losses)
  on investments                              0.311          (0.001)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.324              --
  Beginning of year                           1.000           1.000
- --------------------------------------------------------------------------------
  End of year                              $  1.324         $ 1.000
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
AN MONEY MARKET PORTFOLIO
Investment income                           $ 0.208         $    --
Expenses                                     (0.172)             --
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.036              --
  Beginning of year                           1.000           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.036         $ 1.000
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
AN MANAGED PORTFOLIO
Investment income                           $ 0.042         $ 0.044
Expenses                                     (0.014)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                 0.028           0.044
Net realized and unrealized gains (losses)
  on investments                              0.237          (0.054)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.265          (0.010)
  Beginning of year                           0.990           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.255         $ 0.990
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP HIGH INCOME FUND
Investment income                           $ 0.006         $ 0.001
Expenses                                     (0.015)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                (0.009)          0.001
Net realized and unrealized gains (losses)
  on investments                              0.198          (0.001)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.189              --
  Beginning of year                           1.000           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.189         $ 1.000
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP GROWTH
Investment income                           $    --         $    --
Expenses                                     (0.014)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                (0.014)             -- 
Net realized and unrealized gains (losses)
  on investments                              0.345           0.010
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.331           0.010
  Beginning of year                           1.010           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.341         $ 1.010
================================================================================

                                       16
<PAGE>
 
                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS
Investment income                           $ 0.001         $    --
Expenses                                     (0.021)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                (0.020)             --
Net realized and unrealized gains (losses)
  on investments                              0.100          (0.030)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.080          (0.030)
   Beginning of year                          0.970           1.000
- --------------------------------------------------------------------------------
   End of year                              $ 1.050         $ 0.970
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER
Investment income                           $ 0.003         $    -- 
Expenses                                     (0.021)             --
- --------------------------------------------------------------------------------
Investment income (loss)- net                (0.018)             --
Net realized and unrealized gains (losses)
  on investments                              0.164          (0.010)
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.146          (0.010)
  Beginning of year                           0.990           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.136         $ 0.990
================================================================================

                                                             04/28/95
                                                           To 12/31/95
- --------------------------------------------------------------------------------
FIDELITY VIP CONTRA FUND
Investment income                                           $ 0.010
Expenses                                                         --
- --------------------------------------------------------------------------------
Investment income (loss)- net                                 0.010
Net realized and unrealized gains (losses) on investments     0.147
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value                         0.157
  Beginning of year                                           1.000
- --------------------------------------------------------------------------------
  End of year                                               $ 1.157
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND
Investment income                           $ 0.002         $    --
Expenses                                         --              --
- --------------------------------------------------------------------------------
Investment income (loss)- net                 0.002              --
Net realized and unrealized gains (losses)
  on investments                              0.157              --
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.159              --
  Beginning of year                           1.000           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.159         $ 1.000
================================================================================

                                                             4/20/94
                                              1995         To 12/31/94
- --------------------------------------------------------------------------------
FIDELITY VIP INDEX 500          
Investment income                           $ 0.002         $    --
Expenses                                     (0.020)             --  
- --------------------------------------------------------------------------------
Investment income (loss)- net                (0.018)             --
Net realized and unrealized gains (losses)
  on investments                              0.373           0.010
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value         0.355           0.010
  Beginning of year                           1.010           1.000
- --------------------------------------------------------------------------------
  End of year                               $ 1.365         $ 1.010
================================================================================

                                                             04/28/95
                                                           To 12/31/95
- --------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER GROWTH
Investment income                                           $ 0.018
Expenses                                                         --
- --------------------------------------------------------------------------------
Investment income (loss)- net                                 0.018
Net realized and unrealized gains (losses) on investments     0.006
- --------------------------------------------------------------------------------
Net increase (decrease) in unit value                         0.024
  Beginning of year                                           1.000
- --------------------------------------------------------------------------------
  End of year                                               $ 1.024
================================================================================

                                       17
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company:

We have audited the accompanying consolidated statement of financial
position of American National Insurance Company and subsidiaries (the Company)
as of December 31, 1995, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the year then ended. These
consolidated financial statements (pages 20 through 35) are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audit provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
National Insurance Company and subsidiaries as of December 31, 1995, and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.

                                            ARTHUR ANDERSEN LLP
Houston, Texas
February 16, 1996

                                       18
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company

We have audited the accompanying consolidated statements of financial
position of American National Insurance Company and subsidiaries (the Company)
as of December 31, 1994, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the year then ended. These
consolidated financial statements (pages 20 through 35) are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of American
National Insurance Company and subsidiaries at December 31, 1994, and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standard No. 115,  "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.


                                            KPMG PEAT MARWICK LLP
Houston, Texas
February 15, 1995

                                       19
<PAGE>
 
American National Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share data)
- --------------------------------------------------------------------------------
                                                 1995           1994
- --------------------------------------------------------------------------------
PREMIUMS AND OTHER REVENUE
        Life and annuity premiums            $  308,949      $  289,099
        Accident and health premiums            360,420         384,703 
        Property and casualty premiums          233,512         202,160 
        Other policy revenues                    78,260          70,499 
        Net investment income                   386,910         333,312 
        Gain from sale of investments            76,335          92,361 
        Other income                             26,576          23,304
 -------------------------------------------------------------------------------
                                             $1,470,962      $1,395,438 
- --------------------------------------------------------------------------------
BENEFITS AND EXPENSES
        Death and other benefits:
                Life and annuity             $  312,018      $  266,412 
                Accident and health             243,560         253,458
                Property and casualty           193,453         150,922 
        Increase (decrease) in liability
         for future policy benefits:
                Life and annuity                 32,582          18,420 
                Accident and health              (2,558)          1,057
        Commissions for acquiring and
         servicing policies                     287,506         242,963 
        Increase in deferred policy
         acquisition costs, net of
         amortization                           (98,285)        (61,978)
        Other operating costs and expenses      159,185         170,979
        Taxes, licenses and fees                 39,394          37,688
 -------------------------------------------------------------------------------
                                             $1,166,855      $1,079,921
 -------------------------------------------------------------------------------

INCOME FROM OPERATIONS BEFORE EQUITY IN
 EARNINGS OF UNCONSOLIDATED AFFILIATES
 AND FEDERAL INCOME TAXES                    $  304,107      $  315,517 

EQUITY IN EARNINGS OF UNCONSOLIDATED
 AFFILIATES                                       2,170             407
- ------------------------------------------------------------------------------- 
GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
 TAXES                                       $  306,277      $  315,924 

PROVISION (BENEFIT) FOR FEDERAL INCOME TAXES
        Current                              $  109,471      $  103,598
        Deferred                                 (9,558)         (2,761)
- --------------------------------------------------------------------------------
NET INCOME                                   $  206,364      $  215,087
=============================================================================== 
NET INCOME PER SHARE                         $     7.79      $     8.12
================================================================================
 
See accompanying notes to consolidated financial statements.

                                       20
<PAGE>
 
American National Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands)


- --------------------------------------------------------------------------------
                                                          December 31,
- --------------------------------------------------------------------------------
                                                       1995           1994
- --------------------------------------------------------------------------------
ASSETS
  Investments, other than investments in unconsolidated affiliates:
    Debt securities:
      Bonds held-to-maturity, at amortized cost       $2,966,939  $2,477,090 
      Bonds available-for-sale, at market                482,687      99,511 
      Redeemable preferred stocks, at amortized cost          --       7,881 
    Marketable equity securities, at market:
      Preferred stocks                                    53,983      29,717
      Common stocks                                      710,717     623,709
    Mortgage loans on real estate                        925,581     930,840
    Policy loans                                         301,589     300,068
    Investment real estate, net of accumulated
     depreciation of $105,082 and $94,872                330,684     313,435
    Short-term investments                                15,066      12,620 
    Other invested assets                                 33,739      16,569
 -------------------------------------------------------------------------------
                                                      $5,820,985  $4,811,440
  Cash                                                    13,945       2,857
  Investments in unconsolidated affiliates                98,790     103,670 
  Accrued investment income                               82,541      71,007
  Reinsurance ceded receivables                           38,436      30,510
  Prepaid reinsurance premiums                            84,648      70,652
  Premiums due and other receivables                      74,015      73,152 
  Deferred policy acquisition costs                      675,656     576,801 
  Property and equipment                                  31,357      34,682
  Other assets                                            77,052      65,003
  Separate account assets                                142,608     121,420
- --------------------------------------------------------------------------------
      TOTAL ASSETS                                    $7,140,033  $5,961,194
================================================================================
LIABILITIES
  Policyowner funds
    Future policy benefits:
      Life and annuity                                $1,905,547  $1,873,104
      Accident and health                                108,128     110,756
    Policy account balances                            1,775,641   1,016,057
    Policy and contract claims                           278,228     263,022
    Other policyowner funds                              296,934     256,901
 -------------------------------------------------------------------------------
                                                      $4,364,478  $3,519,840
  Deferred federal income taxes                          194,412     146,289
  Notes payable                                           10,382      12,423
  Other liabilities                                      107,040      88,914
  Separate account liabilities                           142,608     121,420
- --------------------------------------------------------------------------------
      TOTAL LIABILITIES                               $4,818,920  $3,888,886 
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
  Capital stock                                       $   30,832  $   30,832 
  Additional paid-in capital                                 211         211
  Net unrealized gains on securities                     158,898      52,907
  Retained earnings                                    2,233,899   2,091,085
  Treasury stock, at cost                               (102,727)   (102,727)
- --------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                      $2,321,113  $2,072,308
 -------------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $7,140,033  $5,961,194 
================================================================================

See accompanying notes to consolidated financial statements.

                                       21
<PAGE>
 
American National Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except for per share data)

<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                              Net                     
                                                              Additional  Unrealized                                     Total
                                                  Capital      Paid-In     Gains On        Retained    Treasury       Stockholders'
                                                   Stock       Capital    Securities       Earnings      Stock           Equity
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                              <C>          <C>        <C>            <C>            <C>            <C>
BALANCE DECEMBER 31, 1993                        $  30,832    $   211    $   98,084     $ 1,935,310    $ (102,727)     $ 1,961,710 

        Net income                                                                          215,087                        215,087

         Dividends to stockholders
                ($2.24 per share)                                                           (59,312)                       (59,312)

        Decrease in unrealized gains on
                marketable securities, net 
                of applicable federal
                income taxes                                                (45,177)                                       (45,177)
- ------------------------------------------------------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 1994                        $  30,832    $   211    $   52,907     $ 2,091,085    $ (102,727)     $ 2,072,308 

        Net income                                                                          206,364                        206,364

        Dividends to stockholders
           ($2.40 per share)                                                                (63,550)                       (63,550)

        Increase in unrealized gains on
                marketable securities, net 
                of applicable federal
                income taxes                                                105,991                                        105,991
- ------------------------------------------------------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 1995                        $  30,832    $   211    $  158,898     $ 2,233,899    $ (102,727)     $ 2,321,113
====================================================================================================================================

</TABLE> 

See accompanying notes to consolidated financial statements.

                                       22
<PAGE>
 
American National Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
- --------------------------------------------------------------------------------
                                                         1995         1994
- --------------------------------------------------------------------------------
OPERATING ACTIVITIES
  Net income                                         $   206,364   $ 215,087
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in liabilities for policyholders' funds      85,054      64,103
    Charges to policy account balances                   (61,454)    (67,296)
    Interest credited to policy account balances          86,051      46,685
    Deferral of policy acquisition costs                (195,253)   (151,206)
    Amortization of deferred policy acquisition costs     96,398      88,727
    Deferred federal income tax benefit                   (9,558)     (2,761)
    Depreciation                                          19,378      19,222
    Accrual and amortization of discounts                 (6,713)     (8,914)
    Gain from sale of investments                        (76,335)    (92,361)
    Equity in earnings of unconsolidated affiliates       (2,170)       (407)
    Decrease (increase) in premiums receivable              (863)      5,106
    Increase in accrued investment income                (11,534)    (11,654)
    Capitalization of interest on policy and mortgage
     loans                                               (14,335)    (15,078)
    Other changes, net                                   (20,060)    (19,019)
- --------------------------------------------------------------------------------
      Net cash provided by operating activities       $   94,970   $  70,234
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Proceeds from sale or maturity of investments:
    Bonds                                             $  269,704   $ 228,288
    Stocks                                               215,684     221,032
    Real estate                                           12,556      32,874
    Other invested assets                                 12,456       9,524
  Principal payments received on: 
    Mortgage loans                                       137,545      96,607
    Policy loans                                          37,296      39,245
  Purchases of investments:       
    Bonds                                             (1,087,283)   (772,530)
    Stocks                                              (120,699)   (137,160)
    Real estate                                          (25,187)    (23,085)
    Mortgage loans                                      (152,856)   (113,282)
    Policy loans                                         (24,615)    (23,780)
    Other invested assets                                (28,776)     (7,402)
  Decrease (increase) in short-term investments, net      (2,446)     35,519
  Decrease (increase) in investment in unconsolidated
   affiliates, net                                         7,050        (277)
  Increase in property and equipment, net                 (3,706)     (3,909)
- --------------------------------------------------------------------------------
      Net cash used in investing activities          $  (753,277)  $(418,336)
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Policyholders' deposits to policy account balances $   867,077   $ 455,380
  Policyholders' withdrawals from policy
   account balances                                     (132,091)    (50,096)
  Dividends to stockholders                              (63,550)    (59,312)
  Net decrease in notes payable                           (2,041)    (11,754)
- -------------------------------------------------------------------------------
      Net cash provided by financing activities       $  669,395   $ 334,218
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                       $   11,088   $ (13,884)
  Cash:
    Beginning of the year                                  2,857      16,741
- --------------------------------------------------------------------------------
    End of the year                                   $   13,945   $   2,857
================================================================================

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>
 
Notes to Consolidated Financial Statements

(1) NATURE OF OPERATIONS

American National Insurance Company (American National) is a multiline
insurance company offering a broad line of insurance coverages, including
individual and group life, health, and annuities; personal lines property and
casualty; and credit insurance. In addition, through subsidiaries, American
National also offers mutual funds and real estate management services. The
majority (99%) of revenues are generated by the insurance business. With the
exception of New York, business is conducted in all states, as well as Puerto
Rico, Guam, American Samoa and Western Europe. Various distribution systems are
utilized, including home service, multiline ordinary, group brokerage, credit
and independent third party marketing organizations.

American National's insurance subsidiaries are American National Life
Insurance Company of Texas, Garden State Life Insurance Company, Standard Life
and Accident Insurance Company, American National Property and Casualty Company
and American National General Insurance Company. The major non-insurance
subsidiaries are Securities Management & Research, Inc. and ANREM Corporation.
As part of its investment portfolio, American National also owns interests in
unconsolidated affiliates, including several real estate joint ventures and
partnerships.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Principles of consolidation and basis of presentation--The consolidated
financial statements include the accounts of American National Insurance
Company and its wholly-owned subsidiaries. All significant intercompany
transactions have been eliminated in consolidation. Investments in
unconsolidated affiliates are shown at cost plus equity in undistributed
earnings since the dates of acquisition.

The consolidated financial statements have been prepared on the basis of
generally accepted accounting principles which, for the insurance subsidiaries,
differs from the basis of accounting followed in reporting to insurance
regulatory authorities. (See Note 11.) The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect:

1) The reported amounts of assets and liabilities
2) The disclosure of contingent assets and liabilities at the date of the
   financial statements
3) The reported amounts of revenues and expenses during the reporting period

   Actual results could differ from those estimates. Future events, which could
   impact the estimates used in these financial statements, include changes in
   the levels of mortality, morbidity and interest rates.

Investments

FASB 115--Effective January 1, 1994, American National adopted FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
This statement requires that all securities be classified into one of three
categories :

Held-to-maturity securities - Securities which the company intends and is
able to hold to maturity are carried at amortized value.

Trading securities - Securities purchased with the intent of selling them in
the near term are classified as trading securities and are reported at fair
market value, with the unrealized gains and losses included in earnings.
(American National had no securities classified in the trading category at
December 31, 1995 or 1994.)

Available-for-sale securities - Securities which are not classified in one
of the other categories are held as available-for-sale and are reported at fair
market value, with the unrealized gains and losses reported as a separate
component of stockholders' equity, net of tax.

The adoption of FASB 115 did not have a significant effect on American
National's financial position or results from operations.

Debt securities--Bonds which are intended to be held-to-maturity are carried
at amortized cost. The carrying value of these debt securities is expected to
be realized due to American National's ability and intent to hold these
securities until maturity.

Bonds which are held as available-for-sale are carried at market.

The market values for debt securities represent quoted market values from
published sources or bid prices obtained from securities dealers. The bond
portfolio is generally rated by external rating agencies. The bond portfolio at
December 31, 1995 included less than 1% of investments that are considered
"below investment grade," defined as securities that carry a rating of BB and
lower.

Bonds with an amortized value of $95,913,000 at December 31, 1995 were on
deposit with various state insurance departments, as required by law.

Preferred stocks--At December 31, 1994, redeemable preferred stocks were
classified as held-to-maturity and were carried at amortized cost.
Non-redeemable (equity) preferred stocks were classified as available-for-sale
and were carried at market.

At December 31, 1995 all preferred stocks are classified as
available-for-sale and are carried at market.

                                       24
<PAGE>
 
Notes to Consolidated Financial Statements continued

Common stocks--Common stocks are carried at market.

Unrealized gains and losses--For all investments carried at market, the
unrealized gains or losses (differences between amortized cost and market), net
of applicable federal income taxes, are reflected in stockholders' equity.

Mortgage loans--Mortgage loans on real estate are carried at amortized cost,
less allowance for possible losses. Interest is not accrued on mortgage loans
or bonds for which principal or interest payments are determined to be
uncollectible.

The fair market value of mortgage loans is estimated using discounted cash
flow analyses based on interest rates currently being offered for similar
loans. Loans with similar characteristics are aggregated for purposes of the
calculations. The fair market value of these loans may not represent the
amounts that would be realized upon sale.

The mortgage loan portfolio is closely monitored through the review of loan
and property information such as debt service coverage, annual operating
statements and property inspection reports. This information is evaluated in
light of current economic conditions and other factors, such as geographic
location and property type. As a result of this review, impaired loans are
identified and valuation reserves are established. Impaired loans are loans
where, based on current information and events, it is probable that American
National will be unable to collect all amounts due according to the contractual
terms of the loan agreement.

Effective January 1, 1995, American National adopted FASB Statement No. 114,
"Accounting by Creditors for Impairment of a Loan" and the statement which
amended it, FASB Statement No. 118, "Accounting by Creditors for Impairment of
a Loan - Income Recognition and Disclosures." These two statements require that
impaired loans be measured based on the present value of expected future cash
flows discounted at the loan's effective interest rate, the loan's observable
market price, or the fair value of the collateral if the loan is
collateral-dependent. When the measure of the impaired loan is less than the
recorded investment, the impairment is recorded as a valuation reserve. As
American National utilized similar methods to calculate valuation reserves in
prior years, the adoption of these new standards did not have a material effect
on American National's consolidated financial position or results of operations.

Policy loans--Policy loans are carried at cost. The carrying amount in the
consolidated statements of financial position for policy loans approximates
their fair value.

Investment real estate--Investment real estate is carried at cost, less
allowances for depreciation and reserves for possible losses. Depreciation is
provided over the estimated useful lives of the properties (15 to 50 years)
using straight-line and accelerated methods.

American National maintains a valuation reserve for real estate investments
to reflect any amounts considered unrecoverable upon future sale. American
National calculates the valuation reserve based upon the historical loss
experience of its real estate portfolio. For real estate considered to be
"non-performing," a specific reserve is established.

"Non-performing" real estate is defined as investments which possess
marginal yields or values considered to be permanently impaired.

Short-term investments--Short-term investments are carried at amortized cost.
The carrying amounts for short-term investments approximate fair market value.

Other invested assets--Other invested assets are carried at cost, less
allowance for possible losses. Valuation reserves for other invested assets are
considered on an individual basis in accordance with management's analysis of
current information.

Investment valuation reserves and impairments--Investment valuation reserves
are established for mortgage loans, real estate and other invested assets in
accordance with the policies established for each class of invested asset. The
increase or decrease in the valuation reserves is reflected in the gain from
sale of investments.

When an investment has been determined to have an other than temporary
impairment, the asset is written down to fair value and the amount of the
write-down is reflected in income in the current period as a realized loss.

Management believes that the valuation reserves are adequate. However, it is
reasonably possible that a significant change in economic conditions in the
near term could result in losses exceeding the amount reserved.

Cash--American National considers cash on hand and in banks as cash for
purposes of the consolidated statements of cash flows.

Investments in unconsolidated affiliates--These assets are primarily
investments in real estate joint ventures, and are accounted for under the
equity method of accounting.

Property and equipment--These assets consist of buildings occupied by the
companies, electronic data processing equipment, and furniture and equipment.
These assets are carried at cost, less accumulated depreciation. Depreciation
is provided using straight-line and accelerated methods over the estimated
useful lives of the assets (3 to 50 years).

                                       25
<PAGE>
 
Notes to Consolidated Financial Statements continued

Insurance specific assets and liabilities

Deferred policy acquisition costs--Certain costs of acquiring new insurance
business have been deferred. For life, annuity and accident and health
business, such costs consist of inspection report and medical examination fees,
commissions, related fringe benefit costs, and the cost of insurance in force
gained through acquisitions. The amount of commissions deferred includes
first-year commissions and certain subsequent year commissions which are in
excess of ultimate level commission rates.

The deferred policy acquisition costs on traditional life and health
products are amortized with interest over the anticipated premium-paying period
of the related policies, in proportion to the ratio of annual premium revenue
to be received over the life of the policies. Expected premium revenue is
estimated by using the same mortality and withdrawal assumptions used in
computing liabilities for future policy benefits. The amount of deferred policy
acquisition costs is reduced by a provision for possible inflation of
maintenance and settlement expenses in the determination of such amounts by
means of grading interest rates.

Costs deferred on universal life, limited pay and investment type contracts
are amortized as a level percentage of the present value of anticipated gross
profits from investment yields, mortality, and surrender charges. In the near
term it is reasonably possible that a change in interest rates could have a
significant impact on the deferred acquisition costs calculated for these
contracts. 

Deferred policy acquisition costs associated with property and casualty
insurance business consist principally of commissions, underwriting and issue
costs. These costs are amortized over the coverage period of the related
policies, in relation to premium revenue recognized.

Future policy benefits--For traditional products, liabilities for future
policy benefits have been provided on a net level premium method based on
estimated investment yields, withdrawals, mortality and other assumptions which
were appropriate at the time the policies were issued. Estimates used are based
on the companies' experience, as adjusted to provide for possible adverse
deviation. These estimates are periodically reviewed and compared with actual
experience. When it is determined that future expected experience differs
significantly from the assumed, the estimates are revised for current and
future issues.

Future policy benefits for universal life and investment-type contracts
reflect the current account value before applicable surrender charges. In the
near term, it is possible that a change in interest rates could have a
significant impact on the values calculated for these contracts.

Investment contracts--Investment contracts are defined as long-duration
contracts which do not subject the company to risks arising from policyholder
mortality or morbidity. The fair market value of investment contract
liabilities is estimated using a discounted cash flow model, assuming the
companies' current interest rates on new products. The estimated fair market
value for these investment contracts approximates the carrying values of
$1,271,041,000 and $537,825,000 at December 31, 1995 and 1994, respectively. A
significant change in the prevailing interest rates in the near term could have
an effect on the interest credited to these policies and, therefore, to the
carrying and market values.

Recognition of premium revenue and policy benefits

Traditional ordinary life and health--Life and accident and health premium is
recognized as revenue when due. Benefits and expenses are associated with
earned premiums to result in recognition of profits over the life of the policy
contracts. This association is accomplished by means of the provision for
liabilities for future policy benefits and the amortization of deferred policy
acquisition costs.

Annuities--Revenues from annuity contracts represent amounts assessed against
contract holders. Such assessments are principally surrender charges and, in
the case of variable annuities, administrative fees. Policy account balances
for annuities represent the premiums received plus accumulated interest, less
applicable accumulated administrative fees. In the near term it is possible
that a change in interest rates could have a significant impact on the values
calculated for these contracts.

Universal life and single premium whole life--Revenues from universal life
policies and single premium whole life policies represent amounts assessed
against policyholders. Included in such assessments are mortality charges,
surrender charges and earned policy service fees. Policyholder account balances
consist of the premiums received plus credited interest, less accumulated
policyholder assessments. Amounts included in expense represent benefits in
excess of account balances returned to policyholders.

Property and casualty--Property and casualty premiums are recognized as
revenue proportionately over the contract period. Policy benefits consist of
actual claims and the change in reserves for losses and loss adjustment
expenses. The reserves for losses and loss adjustment expenses are estimates of
future payments of reported and unreported claims and the related expenses with
respect to insured events that have occurred. These reserves are calculated
using case basis estimates for reported losses and historical experience for
claims incurred but not reported. These loss reserves are reported net of an
allowance for salvage and subrogation. Management believes that American
National's reserves have been appropriately calculated based on available
information as of December 31, 1995. However, it is reasonably possible that
the ultimate liabilities may vary significantly from these estimated amounts.

                                       26
<PAGE>
 
Notes to Consolidated Financial Statements continued

Participating insurance policies--The allocation of dividends to
participating policyholders is based upon a comparison of experience rates of
mortality, interest and expense, as determined periodically for representative
plans of insurance, issue ages and policy durations, with the corresponding
rates assumed in the calculation of premiums. Participating business comprised
approximately 2.7% of the life insurance in force at December 31, 1995, and
4.6% of life premiums in 1995.

Federal income taxes--American National and its subsidiaries file a
consolidated life/non-life federal income tax return, except for Garden State
Life Insurance Company, which files a separate return.

Deferred federal income tax assets and liabilities have been recognized to
reflect the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Realization of the deferred tax assets is dependent on generating sufficient
taxable income in the future. Management believes that it is more likely than
not that sufficient income will be generated to realize the net deferred tax
assets.

Separate account assets and liabilities--The separate account assets and
liabilities reflected in the consolidated financial statements represent funds
which are separately administered. American National maintains three separate
accounts. The first administers assets primarily for certain of the company's
own employee benefit plans. The second administers assets deposited by contract
holders of American National's variable universal life policies. The third
administers assets deposited by contract holders of American National's
variable annuity policies.

The investment income and investment gains and losses from these separate
funds accrue directly to, and investment risk is borne by, the contract holders
of the policies supported by the separate accounts. The assets of these
accounts are carried at market value. Deposits, net investment income and
realized investment gains and losses for these accounts are excluded from
revenues, and related liability increases are excluded from benefits and
expenses in this report.

Net income per share--Net income per share is based on the weighted average
number of shares outstanding (26,479,165 shares for 1995 and 1994).

Fair value disclosures--The fair value disclosures for various assets and
liabilities are shown at the references as given below:

        Investment contracts               Footnote  2
        All applicable invested assets     Footnote  3
        Mortgage loan commitments          Footnote 14

Planned accounting changes--FASB 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of." This statement
requires that long-lived assets be reviewed for impairment whenever
circumstances indicate that the carrying value may not be recoverable. The
review must be done by estimating future cash flows to be received, or by
determining the fair value of the asset. If the sum of the expected future cash
flows or the fair value of the asset is less than the carrying value, an
impairment loss is recognized.

American National will adopt FASB 121 on January 1, 1996. Management
believes that the adoption of FASB 121 will not have a significant effect on
American National's financial position or results from operations.

Reclassifications--Certain items in the 1994 consolidated financial
statements have been reclassified to conform with the 1995 presentation.

                                       27
<PAGE>
 
Notes to Consolidated Financial Statements continued

(3) INVESTMENTS

Carrying values:

The following tables present information on the values of investments
(amortized cost is net of depreciation, amortization of premium, or accrual of
discount where applicable) as of December 31, 1995 and 1994 (in thousands):

<TABLE> 
<CAPTION> 

                                                        Investment         Gross            Gross         Estimated
                                          Amortized     Valuation       Unrealized        Unrealized       Market          Carrying
                                             Cost        Reserves          Gains            Losses          Value           Value
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>           <C>             <C>               <C>             <C>              <C> 
1995:
Debt securities
  Bonds held-to-maturity:
    U.S. government and agencies          $  176,345    $     --          $ 10,317         $    (33)      $  186,629      $  176,345

    States and political subdivisions         22,542          --             1,293              (75)          23,760          22,542

    Foreign governments                       94,727          --             8,178               --          102,905          94,727

    Public utilities                       1,001,988          --            45,204           (1,956)       1,045,236       1,001,988

    All other corporate bonds              1,258,303          --            90,154             (808)       1,347,649       1,258,303

    Mortgage-backed securities               413,034          --            24,526              (85)         437,475         413,034

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

      Total bonds held-to-maturity        $2,966,939    $     --          $179,672        $  (2,957)      $3,143,654      $2,966,939

  Bonds available-for-sale:
    U.S. government and agencies              21,568          --             1,512               --           23,080          23,080

    Foreign governments                       42,839          --             5,089               --           47,928          47,928

    Public utilities                         168,890          --            15,526               --          184,416         184,416

    All other corporate bonds                202,745          --            24,518               --          227,263         227,263

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

      Total bonds available-for-sale      $  436,042    $     --          $ 46,645        $      --       $  482,687      $  482,687

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

  Total debt securities                   $3,402,981    $     --          $226,317        $  (2,957)      $3,626,341      $3,449,626

Marketable equity securities
  Preferred stock                             52,642          --             1,716             (375)          53,983          53,983

  Common stock                               514,781          --           217,092          (21,156)         710,717         710,717

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

  Total marketable equity securities       $ 567,423    $     --          $218,808        $ (21,531)      $  764,700       $ 764,700

Mortgage loans on real estate                938,405     (12,824)          160,059           (1,198)       1,084,442         925,581

Policy loans                                 301,589          --                --               --          301,589         301,589

Investment real estate                       369,477     (38,793)               --               --              XXX         330,684

Short-term investments                        15,066          --                --               --           15,066          15,066

Other invested assets                         33,739          --                --               --              XXX          33,739

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

Total investments                         $5,628,680    $(51,617)         $605,184        $ (25,686)          XXXXXX      $5,820,985

====================================================================================================================================

</TABLE> 

<TABLE> 
<CAPTION> 

                                                        Investment         Gross            Gross         Estimated
                                          Amortized     Valuation        Unrealized       Unrealized       Market          Carrying
                                             Cost        Reserves          Gains            Losses          Value           Value
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>           <C>              <C>              <C>             <C>             <C> 
1994:
Debt securities
  Bonds held-to-maturity:
    U.S. government and agencies          $   29,093     $    --          $    303        $    (774)      $   28,622      $   29,093

    States and political subdivisions         56,560          --               430           (2,969)          54,021          56,560

    Foreign governments                      126,694          --                29           (6,281)         120,442         126,694

    Public utilities                         783,192          --               768          (79,317)         704,643         783,192

    All other corporate bonds                972,850          --             8,120          (31,087)         949,883         972,850

    Mortgage-backed securities               508,701          --             8,531           (9,286)         507,946         508,701

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

      Total bonds held-to-maturity        $2,477,090     $    --          $ 18,181        $(129,714)      $2,365,557     $2,477,090
  Bonds available-for-sale:
    States and political subdivisions         24,996          --                59              (33)          25,022         25,022
    Foreign governments                        9,384          --                --             (363)           9,021          9,021
    Public utilities                          26,639          --                --           (1,257)          25,382         25,382
    All other corporate bonds                 42,135          --                --           (2,049)          40,086         40,086
- -----------------------------------------------------------------------------------------------------------------------------------
      Total bonds available-for-sale      $  103,154     $    --          $     59        $  (3,702)      $   99,511     $   99,511
- -----------------------------------------------------------------------------------------------------------------------------------
  Total bonds                             $2,580,244     $    --          $ 18,240        $(133,416)      $2,465,068     $2,576,601
  Redeemable preferred stock:
    Corporate securities                       7,881          --                19             (646)           7,254          7,881
- -----------------------------------------------------------------------------------------------------------------------------------
   Total debt securities                  $2,588,125     $    --          $ 18,259        $(134,062)      $2,472,322     $2,584,482
Marketable equity securities                 569,321          --           129,784          (45,679)         653,426        653,426
Mortgage loans on real estate                940,127      (9,287)           35,196          (11,290)         954,746        930,840
Policy loans                                 300,068          --                --               --          300,068        300,068
Investment real estate                       346,323     (32,888)               --               --              XXX        313,435
Short-term investments                        12,620          --                --               --           12,620         12,620
Other invested assets                         16,569          --                --               --              XXX         16,569
- -----------------------------------------------------------------------------------------------------------------------------------
Total investments                         $4,773,153    $(42,175)         $183,239        $(191,031)          XXXXXX     $4,811,440
===================================================================================================================================
</TABLE> 

                                       28
<PAGE>
 
Notes to Consolidated Financial Statements continued

Additional information on investments is as follows:

Debt securities:

The amortized cost and estimated market value of debt securities at December
31, 1995 by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE> 
<CAPTION> 
                           Bonds Held-to-Maturity      Bonds Available-for-Sale
================================================================================
                                      Estimated                       Estimated
                         Amortized      Market         Amortized        Market
                           Cost         Value            Cost           Value
================================================================================
<S>                    <C>           <C>               <C>            <C> 
Due in one year
  or less              $    61,767   $    62,771       $   2,343      $   2,591
Due after one year
  through five years       239,148       253,975          10,940         11,735
Due after five years
  through ten years      2,019,616     2,133,156         373,895        412,902

Due after ten years        231,795       254,560          48,864         55,459
- --------------------------------------------------------------------------------
                       $ 2,552,326   $ 2,704,462       $ 436,042      $ 482,687
Without single
  maturity date            414,613       439,192
- --------------------------------------------------------------------------------
                       $ 2,966,939   $ 3,143,654       $ 436,042      $ 482,687
================================================================================
</TABLE> 

As of November 30, 1995, management determined that it would be advantageous to
have a larger percentage of the bond portfolio classified as available-for-sale.
As a result, bonds with an amortized cost of $340,171,000 were reclassified from
held-to-maturity to available-for-sale. Unrealized gains of $29,576,000 and
unrealized losses of $2,703,000 were recognized in stockholders' equity at the
time of the transfer. This transfer was done in conjunction with the onetime
reassessment allowed by the FASB Special Report "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities."

Proceeds from sales of investments in securities classified as available-for-
sale (bonds and stocks) were $251,800,000 for 1995. Gross gains of $89,912,000
and gross losses of $7,155,000 were realized on those sales. Bonds were called
by the issuers during 1995, which resulted in proceeds from the disposal of
$105,489,000. Gross gains of $1,575,000 and gross losses of $4,000 were realized
on those disposals.

Proceeds from sales of investments in securities classified as available-for-
sale (bonds and stocks) were $223,909,000 for 1994. Gross gains of $91,413,000
and gross losses of $3,213,000 were realized on those sales. Bonds were called
by the issuers during 1994 which resulted in proceeds from the disposal of
$104,669,000. Gross gains of $1,369,000 and gross losses of $81,000 were
realized on those disposals.

All gains and losses were determined using specific identification of the
securities sold.

Unrealized gains on securities:

Unrealized gains on marketable equity securities and bonds
available-for-sale, presented in the stockholder's equity section of the
consolidated statements of financial position, are net of deferred tax
liabilities of $85,024,000 and $27,555,000 for 1995 and 1994, respectively.

The changes in the net unrealized gains on investments for the years ended
December 31 are summarized as follows (in thousands):

<TABLE> 
<CAPTION> 
                                            1995                 1994
================================================================================
<S>                                      <C>                 <C> 
Bonds available-for-sale                 $  50,288           $  (3,643)
Preferred stocks                         $   5,792           $  (5,742)
Common stocks                              107,380             (59,826)
- --------------------------------------------------------------------------------
                                         $ 163,460           $ (69,211)
Benefit (provision) for federal
  income taxes                             (57,469)             24,034
- --------------------------------------------------------------------------------
                                         $ 105,991           $ (45,177)
================================================================================
</TABLE> 

Mortgage loans:

In general, mortgage loans are secured by first liens on income-producing
real estate. The loans are expected to be repaid from the cash flows or
proceeds from the sale of real estate. American National generally allows a
maximum loan-to-collateral-value ratio of 75% to 90% on newly funded mortgage
loans. As of December 31, 1995, mortgage loans have both fixed rates from 5.25%
to 13% and variable rates from 7.04% to 10.48%. The majority of the mortgage
loan contracts require periodic payments of both principal and interest and
have amortization periods of 2 to 31 years.

American National has investments in first lien mortgage loans on real
estate with carrying values of $925,581,000 and $930,840,000 at December 31,
1995 and 1994, respectively. In addition, included in the other invested assets
category are second lien mortgage loans with carrying values of $28,097,000 and
$15,573,000 at December 31, 1995 and 1994, respectively. Impaired loans, on
which specific valuation reserves were established, totaled $7,950,000 and
$36,389,000 at December 31, 1995 and 1994, respectively.

                                       29
<PAGE>
 
Notes to Consolidated Financial Statements continued

Policy loans:

Policy loans have interest rates ranging from 2.5% to 12%. Approximately 98%
of the policy loan portfolio carried interest rates of 5% to 8% at December 31,
1995.

Investment income and realized gains (losses):

Investment income and realized gains (losses) from disposals of investments
before federal income taxes for the years ended December 31 are summarized as
follows (in thousands):

<TABLE> 
<CAPTION> 
                                                     Gains (Losses) from
                             Investment Income     Disposals of Investments
================================================================================
                           1995           1994          1995           1994
================================================================================
<S>                     <C>            <C>           <C>             <C> 
Bonds                   $ 238,262      $ 183,043     $   (900)       $  1,183
Preferred stocks            3,419          3,138           23              (4)
Common stocks              18,737         21,905       85,205          88,309
Mortgage loans             89,152         88,999        1,301          (8,438)
Real estate                73,304         69,709          648          10,209
Other invested assets      27,566         27,736        2,153             (89)
Investment in
  unconsolidated
  affiliates                   --             --       (1,236)             --
- --------------------------------------------------------------------------------
                        $ 450,440      $ 394,530     $ 87,194        $ 91,170
Investment expenses       (63,530)       (61,218)          --              --
Decrease (increase) in
  valuation reserves           --             --      (10,859)          1,191
- --------------------------------------------------------------------------------
                        $ 386,910      $ 333,312     $ 76,335        $ 92,361
================================================================================
</TABLE> 

Notes payable:

At December 31, there were various notes payable, primarily related to
investment real estate, totaling $382,000 for 1995 and $2,423,000 for 1994. In
addition, a $10,000,000 note payable related to investment in unconsolidated
affiliates was outstanding at December 31, 1995 and 1994. These notes are due
at various dates after December 31, 1995 and are carried at a value which
approximates fair market value.

(4) OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK ON INVESTMENTS

American National employs a strategy to invest funds at the highest return
possible commensurate with sound and prudent underwriting practices to ensure a
well diversified investment portfolio.

Bonds:

American National's bond portfolio is of high investment quality and is well
diversified. The bond portfolio, distributed by quality rating at December 31,
is summarized as follows:

<TABLE> 
<CAPTION> 
                                             1995               1994
================================================================================
<S>                                          <C>                <C>  
AAA                                           15%                23%
AA                                            11%                 7%
A                                             51%                47%
BBB & below                                   18%                21%
Not rated                                      5%                 2%
- --------------------------------------------------------------------------------
                                             100%               100%
================================================================================
</TABLE> 

Common stock:

American National's stock portfolio by market sector distribution at
December 31 is summarized as follows:

<TABLE> 
<CAPTION> 
                                              1995               1994
================================================================================
<S>                                           <C>                <C> 
Consumer non-durables                          32%                35%
Capital goods                                  16%                16%
Energy                                          6%                 6%
Information systems                             7%                 6%
Chemicals                                       4%                 5%
Merchandising                                   3%                 5%
Publishing                                      4%                 4%
Miscellaneous                                  28%                23%
- --------------------------------------------------------------------------------
                                              100%               100%
================================================================================
</TABLE> 

Mortgage loans and investment real estate:

American National invests primarily in the commercial sector in areas that
offer the potential for property value appreciation. Generally, mortgage loans
are secured by first liens on income-producing real estate.

Mortgage loans and investment real estate by property type distribution at
December 31 are summarized as follows:

<TABLE> 
<CAPTION> 
                                                            Investment 
                                              Mortgage         Real
                                                Loans         Estate
================================================================================
                                            1995    1994    1995    1994
================================================================================
<S>                                         <C>     <C>     <C>     <C> 
Office buildings                             25%     26%     31%     28%
Shopping centers                             52%     49%     26%     29%
Commercial                                    5%      5%     15%     17%
Apartments                                    1%      3%      6%      3%
Hotels/motels                                 3%      4%     12%     11%
Industrial                                   12%     11%      4%      4%
Residential                                   1%      1%     --      --
Other                                         1%      1%      6%      8%
- --------------------------------------------------------------------------------
                                            100%    100%    100%    100%
================================================================================
</TABLE> 

Although American National has a diversified portfolio, a substantial
portion of its mortgage loans and real estate properties are dependent upon the
stability of the Texas and California economies. Mortgage loans and real estate
investments by geographic distribution at December 31 are as follows: 

<TABLE> 
<CAPTION> 
                                                            Investment 
                                              Mortgage         Real
                                                Loans         Estate
================================================================================
                                            1995    1994    1995    1994
================================================================================
<S>                                         <C>     <C>     <C>     <C> 
Texas                                        18%     22%     55%     55%
South Central, except Texas                   3%      3%      2%      2%
California                                   17%     17%     10%     11%
Western, except California                    6%      8%      4%      4%
Southeastern                                 11%     13%     13%     12%
North Central                                 8%      8%     10%     10%
Northeastern                                 37%     29%      6%      6%
- --------------------------------------------------------------------------------
                                            100%    100%    100%    100%
================================================================================
</TABLE> 

For discussion of other off-balance sheet risks see Note 14.

                                       30
<PAGE>
 
Notes to Consolidated Financial Statements continued

(5) DEFERRED POLICY ACQUISITION COSTS

Deferred policy acquisition costs and premiums for the years ended December
31, 1995 and 1994, are summarized as follows (in thousands):

<TABLE> 
<CAPTION> 
                           Life         Accident         Property
                        & Annuity       & Health        & Casualty      Total
================================================================================
<S>                     <C>            <C>               <C>          <C> 
Balance at
December 31, 1993       $ 405,559      $ 104,047         $   4,716    $ 514,322
- --------------------------------------------------------------------------------
Additions               $ 109,374      $  22,683         $  18,648    $ 150,705
Amortization              (50,384)       (20,420)          (17,923)     (88,727)
- --------------------------------------------------------------------------------
Net change              $  58,990      $   2,263         $     725    $  61,978
Acquisitions            $     479      $      22         $      --    $     501
- --------------------------------------------------------------------------------
Balance at
December 31, 1994       $ 465,028      $ 106,332         $   5,441    $ 576,801
- --------------------------------------------------------------------------------
Additions               $ 154,688      $  20,052         $  19,943    $ 194,683
Amortization              (57,774)       (19,976)          (18,648)     (96,398)
- --------------------------------------------------------------------------------
Net change              $  96,914      $      76         $   1,295    $  98,285
Acquisitions            $     451      $     120         $      (1)   $     570
- --------------------------------------------------------------------------------
Balance at
December 31, 1995       $ 562,393      $ 106,528         $   6,735    $ 675,656
================================================================================
1995 Premiums           $ 308,949      $ 360,420         $ 233,512    $ 902,881
================================================================================
1994 Premiums           $ 289,099      $ 384,703         $ 202,160    $ 875,962
================================================================================
</TABLE> 

Commissions comprise the majority of the additions to deferred policy
acquisition costs for each year.

Acquisitions relate to the acquisition of various insurance portfolios under
assumption reinsurance agreements.

(6) FUTURE POLICY BENEFITS

Life insurance:

Interest assumptions used in the calculation of future policy benefits for
life policies are as follows:

<TABLE> 
<CAPTION> 
                                                                Percentage of
                                                                Future Policy 
Policy Issue                Interest                                 Benefits
    Year                      Rate                                  So Valued
================================================================================
<S>             <C>                                             <C> 
Ordinary--
1981-1995       8% for years 1 through 5, graded to 6% at the
                end of year 25, and level thereafter.............        13%
1976-1981       7% for years 1 through 5, graded to 5% at the
                end of year 25, and level thereafter.............        23%
1972-1975       6% for years 1 through 5, graded to 4% at the
                end of year 25, and level thereafter.............        10%
1969-1971       6% for years 1 through 5, graded to 3.5% at the
                end of year 30, and level thereafter.............         8%
1962-1968       4.5% for years 1 through 5, graded to 3.5% at the
                end of year 15, and level thereafter.............        15%
1948-1961       4% for years 1 through 5, graded to 3.5% at the
                end of year 10, and level thereafter.............        15%
1947 and prior  Statutory rates of 3% or 3.5%....................         2%
Industrial--
1948-1967       4% for years 1 through 5, graded to 3.5% at the
                end of year 10, and level thereafter.............         8%
1947 and prior  Statutory rates of 3%............................         6%
- ----------------------------------------------------------------------------
                                                                        100%
============================================================================
</TABLE> 

Future policy benefit liabilities for universal life are calculated from the
current account value.

Future policy benefit liabilities for other policies have been calculated
using level interest rates principally as follows: annuities at 6% and group at
4%.

Mortality and withdrawal assumptions are based on American National's
experience.

Health insurance:

Interest assumptions used for future policy benefits on health policies are
calculated using a level interest rate of 6%.

Morbidity and termination assumptions are based on American National's
experience.

(7) LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES

Activity in the liability for accident and health, and property and casualty
unpaid claims and claim adjustment expenses is summarized as follows:

<TABLE> 
<CAPTION> 
                                     1995           1994
- -----------------------------------------------------------
<S>                                <C>            <C> 
Balance at January 1               $213,406       $219,452
  Less reinsurance recoverables       1,741          2,669
- -----------------------------------------------------------
Net balance at January 1           $211,665       $216,783
- -----------------------------------------------------------
Incurred related to:
  Current year                      456,721        417,491
  Prior years                       (19,587)        (5,765)
- -----------------------------------------------------------
Total incurred                     $437,134       $411,726
- -----------------------------------------------------------
Paid related to:
  Current year                      337,421        280,196
  Prior years                        98,125        136,648
- -----------------------------------------------------------
Total paid                         $435,546       $416,844
- -----------------------------------------------------------
Net balance at December 31          213,253        211,665
  Plus reinsurance recoverables       1,346          1,741
- -----------------------------------------------------------
Balance at December 31             $214,599       $213,406
===========================================================
</TABLE> 

The balances at December 31 are included in policy and contract claims on
the consolidated statements of financial position.

(8) REINSURANCE

As is customary in the insurance industry, the companies reinsure portions
of certain insurance policies they write, thereby providing a greater
diversification of risk and minimizing exposure on larger risks. The maximum
amount that would be retained by one company (American National) would be
$700,000 individual life, $250,000 individual accidental death, $100,000 group
life and $125,000 credit life (total $1,175,000). If individual, group and
credit were in force in all companies at the same time, the maximum risk on any
one life could be $1,875,000.

The companies remain contingently liable with respect to any reinsurance
ceded, and would become actually liable if the assuming companies were unable
to meet their obligations under any reinsurance treaties.

                                       31
<PAGE>
 
Notes to Consolidated Financial Statements continued

American National evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of the reinsurers to minimize its
exposure to significant losses from reinsurer insolvencies. At December 31,
1995, amounts recoverable from reinsurers with a carrying value of $57,416,000
were associated with various auto dealer credit insurance program reinsurers
located in the Turks & Caicos Islands. The company holds collateral related to
these credit reinsurers totaling $48,863,000. This collateral is in the form of
custodial accounts controlled by the company, which can be drawn on for amounts
that remain unpaid for more than 120 days. American National believes that the
failure of any single reinsurer to meet its obligations would not have a
significant effect on its financial position or results of operations.

Premiums, premium-related reinsurance amounts and reinsurance recoveries for
the years ended December 31 are summarized as follows (in thousands): 

<TABLE> 
<CAPTION> 

                                       1995            1994
- --------------------------------------------------------------
<S>                                  <C>             <C> 
Direct premiums                      $962,190        $922,635
Reinsurance premiums assumed
  from other companies                 24,109          20,853
Reinsurance premiums ceded to
  other companies                     (83,418)        (67,526)
- --------------------------------------------------------------
Net premiums                         $902,881        $875,962
==============================================================
Reinsurance recoveries               $ 53,849        $ 33,197
==============================================================
</TABLE> 
 

Life insurance in force and related reinsurance amounts at December 31 are
summarized as follows (in thousands):

<TABLE> 
<CAPTION> 
                                     1995           1994
- ---------------------------------------------------------------
<S>                             <C>             <C> 
Direct life insurance in force  $ 40,940,321    $ 39,592,367
Reinsurance risks assumed from
  other companies                    549,337         477,192
- ---------------------------------------------------------------
Total life insurance in force   $ 41,489,658    $ 40,069,559
Reinsurance risks ceded to
  other companies                 (5,359,378)     (4,606,300)
- ---------------------------------------------------------------
Net life insurance in force     $ 36,130,280    $ 35,463,259
===============================================================
</TABLE> 

(9)     SEGMENT INFORMATION

American National and its subsidiaries are engaged principally in the
insurance business, and operate primarily in six segments (lines of business)
within the insurance industry.

The following table summarizes the premiums and other revenue, gain (loss)
from operations before equity in earnings of unconsolidated affiliates and
federal income taxes, and assets by line of business for the years ended
December 31, 1995 and 1994 (in thousands):

<TABLE> 
<CAPTION> 

                                             Gain (Loss) Before
                                                 Applicable
                                                   Federal
                                  Premiums      Income Taxes
                                 and Other       and Other
Line of business:                 Revenue          Items           Assets
- ----------------------------------------------------------------------------
1995
- ----
<S>                             <C>             <C>             <C> 
Individual life insurance       $   502,160     $  77,817       $ 2,523,463
Individual accident and
  health insurance                  212,062         3,642           111,862
Annuities                            96,716           627         1,309,626
Group life and health                                                       
 insurance                          146,579         8,011            38,344 
Credit insurance                     48,616         1,679           103,382
Property and casualty insurance     243,933        10,361           258,346
- -----------------------------------------------------------------------------
Total insurance lines           $ 1,250,066     $ 102,137       $ 4,345,023
Capital and surplus                 124,403       125,899         2,709,441
Non-insurance                        20,158          (264)           85,569
- -----------------------------------------------------------------------------
                                $ 1,394,627     $ 227,772       $ 7,140,033
Gain from sale of investments        76,335        76,335                 -
- ----------------------------------------------------------------------------- 
                                $ 1,470,962     $ 304,107       $ 7,140,033
=============================================================================
1994
- ----
Individual life insurance       $   491,946     $  78,561       $ 2,482,313
Individual accident and
  health insurance                  231,178        10,822           116,542
Annuities                            43,153           457           591,876
Group life and health insurance     157,799         7,086            31,083
Credit insurance                     36,606         1,395            80,954
Property and casualty insurance     210,702        11,569           227,104
- -----------------------------------------------------------------------------
Total insurance lines           $ 1,171,384     $ 109,890       $ 3,529,872
Capital and surplus                 111,644       113,635         2,337,777
Non-insurance                        20,049          (369)           93,545
- -----------------------------------------------------------------------------
                                $ 1,303,077     $ 223,156       $ 5,961,194
Gain from sale of investments        92,361        92,361                 -
- -----------------------------------------------------------------------------
                                $ 1,395,438     $ 315,517       $ 5,961,194
=============================================================================
</TABLE> 

Net investment income from fixed income assets (bonds and mortgage loans on
real estate) is allocated to insurance lines based on the funds generated by
each line at the average yield available from these fixed income assets at the
time such funds become available. Net investment income from policy loans is
allocated to the insurance lines according to the amount of loans made by each
line. Net investment income from all other assets is allocated to capital and
surplus.

Identifiable commissions and expenses are charged directly to the
appropriate line of business. The remaining expenses are allocated to the lines
based upon various factors, including premium and commission ratios within the
respective lines.

Fixed-income assets and policy loans have been directly assigned to the
insurance lines to the extent required for reserves. Equity-type assets, such
as stocks and real estate and all other assets not required for the insurance
lines, have been assigned to capital and surplus.

Policy account deposits totaled $867,077,000 in 1995 and $455,380,000 in
1994. The majority of these deposits were in the annuity line which totaled
$763,049,000 and $354,508,000 in 1995 and 1994, respectively. The large
increase in annuity deposits resulted in the significant increase in assets for
that line of business.

                                       32
<PAGE>
 
Notes to Consolidated Financial Statements continued

A significant portion of American National's insurance business is written
through one third-party marketing organization. Approximately 35% in 1995 and
22% in 1994 of the total premium revenues and policy account deposits were
written through that organization. Of the total business written by this one
organization, the majority was annuities.

(10)    FEDERAL INCOME TAXES

The federal income tax provisions vary from the amounts computed when
applying the statutory federal income tax rate. A reconciliation of the
effective tax rate of the companies to the statutory federal income tax rate
follows (in thousands, except percentages):

<TABLE> 
<CAPTION> 
                                         1995                  1994
- --------------------------------------------------------------------------
                                   Amount     Rate%     Amount     Rate%
- --------------------------------------------------------------------------
<S>                             <C>          <C>      <C>         <C> 
Income tax on pre-tax income    $  107,197   35.00%   $ 110,573   35.00%
Tax-exempt investment income          (465)  (0.15)%       (568)  (0.18)%
Dividend exclusion                  (4,031)  (1.32)%     (4,075)  (1.29)%
Tax refund                          (2,225)  (0.73)%     (1,368)  (0.43)%
Prior year reserve method change         -       -       (3,500)  (1.11)%
Other items, net                      (563)  (0.18)%       (225)  (0.07)%
- ---------------------------------------------------------------------------
                                 $  99,913   32.62%   $ 100,837   31.92%
===========================================================================
</TABLE> 

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1995 and December 31, 1994 are as follows (in thousands):

<TABLE> 
<CAPTION> 

                                                    1995           1994
- --------------------------------------------------------------------------
<S>                                              <C>           <C> 
Deferred tax assets:
Investment in real estate and
  other invested assets, principally
  due to allowance for losses                   $   18,066     $   14,761
Policyowner funds, principally
  due to policy reserve discount                    73,361         41,129
Policyowner funds, principally
  due to unearned premium reserve                    6,794          5,790
Other assets                                         6,225          9,039
- --------------------------------------------------------------------------
Total gross deferred tax assets                 $  104,446     $   70,719
Less valuation allowance                            (3,000)        (3,000)
- --------------------------------------------------------------------------
Net deferred tax assets                         $  101,446     $   67,719
- --------------------------------------------------------------------------

Deferred tax liabilities:
Marketable equity securities, principally
  due to net unrealized gains on stock          $  (85,024)    $  (25,160)
Investment in bonds, principally
  due to accrual of discount on bonds              (12,223)       (10,953)
Deferred policy acquisition costs, due to
  difference between GAAP and tax                 (175,250)      (150,845)
Property, plant and equipment, principally
  due to difference between GAAP
  and tax depreciation methods                     (14,329)       (16,196)
Prepaid pensions, principally due to
  difference between GAAP and tax                   (7,038)        (6,756)
Other liabilities                                   (1,994)        (4,098)
- --------------------------------------------------------------------------
Net deferred tax liabilities                    $ (295,858)     $ (214,008)
- --------------------------------------------------------------------------
Total deferred tax                              $ (194,412)     $ (146,289)
==========================================================================
</TABLE> 


Management believes that a sufficient level of taxable income will be
achieved to utilize the net deferred tax assets.

Through 1983, under the provision of the Life Insurance Company Income Tax
Act of 1959, life insurance companies were permitted to defer from taxation a
portion of their income (within certain limitations) until and unless it was
distributed to stockholders, at which time it was taxed at regular corporate
tax rates. No provision for deferred federal income taxes applicable to such
untaxed income has been made because management is of the opinion that no
distributions of such untaxed income (designated by federal law as
"policyholders' surplus") will be made in the foreseeable future. There was no
change in the "policyholders' surplus" between December 31, 1994 and December
31, 1995, and the cumulative balance was approximately $63,000,000 at both
dates.

Federal income taxes totaling approximately $101,243,000 and $108,850,000
were paid to the Internal Revenue Service in 1995 and 1994, respectively.
Federal income tax returns for American National and its subsidiaries have been
examined by the Internal Revenue Service through 1991. All deficiencies have
been paid or provided for, and American National has filed appropriate claims
for refunds through 1991. In the opinion of management, adequate provision has
been made for any tax deficiencies that may be sustained.


(11) RECONCILIATION TO STATUTORY ACCOUNTING

American National and its insurance subsidiaries are required to file
statutory financial statements with state insurance regulatory authorities.
Accounting principles used to prepare these statutory financial statements
differ from those used to prepare financial statements on the basis of
generally accepted accounting principles.

Reconciliations of statutory net income and capital and surplus, as
determined using statutory accounting principles, to the amounts included in
the accompanying consolidated financial statements, for the years ended
December 31, are as follows (in thousands):

<TABLE> 
<CAPTION> 
                                                       1995          1994
- ----------------------------------------------------------------------------
<S>                                                 <C>           <C> 
Statutory net income of insurance subsidiaries      $   131,866   $   175,362
Net loss of non-insurance subsidiaries                   (4,455)         (517)
- -----------------------------------------------------------------------------
Combined net income                                 $   127,411   $   174,845
Increases/(decreases):
  Deferred policy acquisition costs                      98,285        61,978
  Policyholder funds                                    (33,461)      (26,853)
  Deferred federal income tax benefit                     9,558         2,761
  Premiums deferred and other receivables                (1,444)       (4,114)
  Gain on sale of investments                             2,886         2,688
  Change in interest maintenance reserve                    291           413
  Allowance for losses on investments                    (4,764)        1,191
  Statutory realized loss on subsidiary                       -        11,607
  Dividend income from subsidiaries                      (1,577)      (16,043)
Other adjustments, net                                    6,979         4,354
Consolidating eliminations and adjustments                2,200         2,260
- -----------------------------------------------------------------------------
Net income reported herein                          $   206,364   $   215,087
=============================================================================
</TABLE> 

                                       33
<PAGE>
 
Notes to Consolidated Financial Statements continued

<TABLE> 
<CAPTION> 
                                                  1995           1994
================================================================================
<S>                                           <C>             <C> 
Statutory capital and
  surplus of insurance subsidiaries           $ 1,639,304     $ 1,456,188
Stockholders equity
  of non-insurance subsidiaries                    89,856         100,900
- --------------------------------------------------------------------------------
Combined capital and surplus                  $ 1,729,160     $ 1,557,088
Increases/(decreases):
  Deferred policy acquisition costs               675,656         576,801
  Policyholder funds                              142,991         171,485
  Deferred federal income taxes                  (194,412)       (146,289)
  Premiums deferred and other receivables         (83,781)        (82,337)
  Reinsurance in "unauthorized companies"          16,542          12,975
  Asset valuation reserve                         305,655         259,755
  Interest maintenance reserve                      6,922           6,630
  Investment valuation reserves                   (44,668)        (43,032)
Non-admitted assets and
  other adjustments, net                          320,301         271,668 
Consolidating eliminations and adjustments       (553,253)       (512,436)
- --------------------------------------------------------------------------------
Stockholders' equity reported herein          $ 2,321,113     $ 2,072,308
================================================================================
</TABLE> 

(12)  STOCKHOLDERS' EQUITY

At December 31, 1995 and 1994 American National had 50,000,000 authorized
shares of $1.00 par value common stock. At December 31, 1995 and 1994, issued
shares were 30,832,449; treasury shares were 4,353,284; and outstanding shares
were 26,479,165. 

American National has a qualified stock option plan for key employees. For
this plan, American National is permitted to purchase shares of stock which
have been previously issued. A total of 1,000,000 shares may be optioned under
this plan. No option shall be granted to an employee who would own more than 5%
of the voting stock of American National. Options cannot be exercised during
the first two years, are exercisable to the extent of one-third of the optioned
shares for each of the next three years, and expire after five years. The
purchase price of the shares optioned shall not be less than the greater of
fair market or par value of the shares on the date the option is granted. At
December 31, 1995 and 1994, there were no options outstanding and 971,000
shares were available for grant.

American National's payment of dividends to stockholders is restricted by
statutory regulations. Generally, the restrictions require life insurance
companies to maintain minimum amounts of capital and surplus, and limit the
payment of dividends to statutory net gain from operations on an annual,
noncumulative basis in the absence of special approval. Additionally, insurance
companies are not permitted to distribute the excess of stockholders' equity as
determined on a GAAP basis over that determined on a statutory basis.

Generally, the same restrictions apply to American National's insurance
subsidiaries regarding amounts which can transfer in the form of dividends,
loans or advances to the parent company.

At December 31, 1995, approximately $464,445,000 of American National's
consolidated stockholders' equity represents net assets of its insurance
subsidiaries. Any transfer of these net assets to American National would be
subject to statutory restrictions and approval.

(13) RETIREMENT BENEFITS

American National and its subsidiaries have one tax-qualified pension plan,
which has three separate programs. Two of the programs are contributory, and
cover substantially all hourly employees and home service agents. The third
program is noncontributory, and covers salaried and management employees. The
program covering salaried and management employees provides pension benefits
that are based on years of service and the employee's compensation during the
five years before retirement. The programs covering hourly employees and agents
generally provide benefits that are based on the employee's average monthly
compensation during the five highest compensated years within the last ten
years before retirement, or career average earnings, as applicable, and years
of service. American National also sponsors a non-tax-qualified pension plan
for key executives that restores benefits that would otherwise be curtailed by
statutory limits on qualified plan benefits.

The companies' funding policy for the pension plans is to make annual
contributions in accordance with the minimum funding standards of the Employee
Retirement Income Security Act of 1974.

Actuarial computations of pension expense produced a pension debit of
$15,000 for 1995 and $1,973,000 for 1994.

The pension debit comprised (in thousands):

<TABLE> 
<CAPTION> 
                                                   1995            1994
================================================================================
<S>                                             <C>             <C> 
Service cost--benefits earned during period     $  4,515        $  5,233
Interest cost on projected benefit obligation      6,168           5,508
Actual return on plan assets                     (14,988)             65
Net amortization and deferral                      4,320          (8,833)
- --------------------------------------------------------------------------------
      Total pension debit                       $     15        $  1,973
================================================================================
</TABLE> 

The following table sets forth the funded status and amounts recognized in
the consolidated statements of financial position at December 31 for the
companies' pension plans.

Actuarial present value of benefit obligation:

<TABLE> 
<CAPTION> 
                                                    1995            1994
================================================================================
<S>                                             <C>             <C> 
Vested benefit obligation                       $  (78,098)      $ (67,957)
================================================================================
Accumulated benefit obligation                  $  (82,018)      $ (71,578)
================================================================================
Projected benefit obligation                    $ (100,436)      $ (90,448)
Plan assets at fair value (long-term securities)   126,591         116,654
- --------------------------------------------------------------------------------
Plan assets in excess of projected
  benefit obligation                            $   26,155       $  26,206
Unrecognized net loss                                6,437           8,421
Prior service cost not yet recognized
  in periodic pension cost                           2,412           3,011
Unrecognized net transition asset at
  January 1 being recognized over 15 years         (15,716)        (18,336)
Adjustment required to recognize additional
  liability                                         (1,279)         (1,168)
- --------------------------------------------------------------------------------
Prepaid pension cost included in other assets   $   18,009        $ 18,134
================================================================================
</TABLE> 

                                       34
<PAGE>
 
Notes to Consolidated Financial Statements continued

Assumptions used at December 31:

<TABLE> 
<CAPTION> 
                                                        1995          1994
================================================================================
<S>                                                     <C>           <C> 
Weighted-average discount rate on benefit obligation    6.40%         6.50%
Rate of increase in compensation levels                 4.80%         5.00%
Expected long-term rate of return on plan assets        8.00%         8.00%
</TABLE> 

Under American National and its subsidiaries' various group benefit plans
for active employees, a $2,500 paid up life insurance certificate is provided
upon retirement for eligible participants who meet certain age and length of
service requirements.

American National has one retiree health benefit plan for retirees of all
companies in the consolidated group, with the exception of Standard Life and
Accident Insurance Company (Standard). The retirees of Standard are covered
under a separate health plan. Participation in either of these plans is limited
to current retirees and their dependents, and those employees and their
dependents who met certain age and length of service requirements as of
December 31, 1993. No new participants will be added to these plans in the
future.

The retiree health benefit plans provide major medical benefits for
participants under the age of 65 and Medicare supplemental benefits for those
over 65. Prescription drug benefits are provided to both age groups. The plans
are contributory, with the company's contribution limited to $80 per month for
retirees and spouses under the age of 65 and $40 per month for retirees and
spouses over the age of 65. All additional contributions necessary, over the
amount to be contributed by the companies, are to be made by the retirees.

The accrued post-retirement benefit obligation, included in other
liabilities, was $13,105,000 and $13,214,000 at December 31, 1995 and 1994,
respectively. These amounts were approximately equal to the unfunded
accumulated post-retirement benefit obligation. Since the companies'
contributions to the cost of the retiree benefit plans are fixed, the health
care cost trend rate will have no effect on the future expense or the
accumulated post-retirement benefit obligation.

(14) COMMITMENTS AND CONTINGENCIES

American National and its subsidiaries lease office space in various cities
for their insurance sales offices. The long-term lease commitments at December
31, 1995 are approximately $6,203,000.

In the ordinary course of their operations, the companies also had
commitments outstanding at December 31, 1995 to purchase, expand or improve
real estate, and to fund mortgage loans aggregating $83,070,000, all of which
is expected to be funded in 1996. Of the commitment amount, $72,470,000 of
mortgage loan commitments have interest rates that are fixed. The fair market
value of these commitments is not significant at December 31, 1995.

The companies are defendants in various lawsuits concerning alleged failure
to honor certain loan commitments, alleged breach of certain agency and real
estate contracts, and in other litigation arising in the ordinary course of
operations. Several of these lawsuits include claims for punitive damages.
Management is of the opinion, after reviewing the above matters with legal
counsel, that the ultimate liability, if any, resulting from any of or all of
the above matters would not have a material adverse effect on the companies'
consolidated financial position or results of operations.

In the summer of 1995 there was a series of fires in Houston, Texas at a
warehouse which American National owns. American National leased the warehouse
to a company which in turn rented out space to various other parties to store
materials. As a result of the fire, some of the materials stored in the
warehouse caused damage at the warehouse site. As the owner of the warehouse,
American National is now named in numerous lawsuits concerning alleged damages
arising from the fire. After reviewing this situation with legal counsel,
management believes that American National has meritorious defenses against
these lawsuits and also has a cause to recover any damages from the third
parties who actually owned the materials which caused the fire. Therefore, no
provision for this matter has been recorded in the financial statements. Since
the outcome of this situation is not foreseeable, no estimate of any potential
loss is possible. However, if the defenses and recoveries do not work out in
the manner which management anticipates, it is possible that the resulting
liability could have a material impact on the consolidated financial results.

                                       35
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of American National Insurance Company
and subsidiaries included in this registration statement and have issued our
report thereon dated February 16, 1996. Our audit was made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. The accompanying schedules are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not a required part of the basic
consolidated financial statements. These schedules have been subjected to the
auditing procedures applied in our audit of the basic consolidated financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                             ARTHUR ANDERSEN LLP
Houston, Texas
February 16, 1996

                                       36
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors,
American National Insurance Company

Under date of February 15, 1995, we reported on the consolidated statements
of financial position of American National Insurance Company and subsidiaries
as of December 31, 1994, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the year then ended which
are included herein. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedules in the registration statement. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

In our opinion, such schedules, when considered in relation to the
consolidated financial statements taken as a whole,  present fairly, in all
material respects, the information set forth herein.

As discussed in Note 1 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standard No. 115,  "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.


                                            KPMG PEAT MARWICK LLP
Houston, Texas
February 15, 1995

                                       37
<PAGE>
 
American National Insurance Company and Subsidiaries
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS
IN RELATED PARTIES
(In thousands)

<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                         DECEMBER 31, 1995

        Column A                                                Column B                    Column C                Column D

                                                                                                                 Amount at Which
                                                                                             Market                Shown in the
Type of Investment                                              Cost (a)                     Value                Balance Sheet
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                           <C>                         <C>                     <C> 
Fixed Maturities:
  Bonds Held-to-Maturity:
    United States Government and government agencies
      and authorities                                         $   176,345                 $   186,629              $   176,345
    States, municipalities and political subdivisions              22,542                      23,760                   22,542
    Foreign governments                                            94,727                     102,905                   94,727
    Public utilities                                            1,001,988                   1,045,236                1,001,988
    All other corporate bonds                                   1,671,337                   1,785,124                1,671,337
  Bonds Available-for-Sale:
    United States Government and government agencies
      and authorities                                         $    21,568                 $    23,080              $    23,080
    Foreign governments                                            42,839                      47,928                   47,928
    Public utilities                                              168,890                     184,416                  184,416
    All other corporate bonds                                     202,745                     227,263                  227,263
  Redeemable preferred stock                                       52,642                      53,983                   53,983
- ------------------------------------------------------------------------------------------------------------------------------------

      Total fixed maturities                                  $ 3,455,623                 $ 3,680,324              $ 3,503,609
- ------------------------------------------------------------------------------------------------------------------------------------

Equity Securities:
  Common stocks:
    Public utilities                                          $    27,922                 $    34,034              $    34,034
    Banks, trust and insurance companies                           13,294                      18,056                   18,056
    Industrial, miscellaneous and all other                       473,565                     658,627                  658,627
- ------------------------------------------------------------------------------------------------------------------------------------

      Total equity securities                                 $   514,781                 $   710,717              $   710,717
- ------------------------------------------------------------------------------------------------------------------------------------


Mortgage loans on real estate                                 $   925,581                      XXXXXX              $   925,581
Investment real estate                                            238,862                      XXXXXX                  238,862
Real estate acquired in satisfaction of debt                       91,822                      XXXXXX                   91,822
Policy loans                                                      301,589                      XXXXXX                  301,589
Other long-term investments                                        33,739                      XXXXXX                   33,739
Short-term investments                                             15,066                      XXXXXX                   15,066
- ------------------------------------------------------------------------------------------------------------------------------------

      Total investments                                       $ 5,577,063                      XXXXXX              $ 5,820,985
====================================================================================================================================

</TABLE> 


(a)  Original cost of equity securities and, as to fixed maturities, original
     cost reduced by repayments and adjusted for amortization of premiums or
     accrual of discounts and, where applicable, reserve for losses.

                                       38
<PAGE>
 
AMERICAN NATIONAL INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION
(In Thousands)

<TABLE> 
<CAPTION> 
====================================================================================================================================

Column A                                         Column B       Column C      Column D     Column E     Column F     Column G

                                                             Future Policy                               
                                                 Deferred      Benefits,                Other Policy
                                                  Policy     Losses, Claims              Claims and                    Net
                                               Acquisition      and Loss     Unearned     Benefits     Premium      Investment
Segment                                            Cost         Expenses     Premiums      Payable     Revenue       Income (a)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>           <C>             <C>        <C>            <C>          <C> 
1995
- ----
Individual life insurance                      $420,737      $2,299,547      $  5,610     $ 56,267     $271,387     $154,740
Individual accident and health insurance         60,260          95,966         4,634       65,581      204,187        7,797
Annuities                                       123,788       1,359,143             4        5,857       13,348       74,275
Group life and A & H insurance                   17,803          34,660         3,881       35,567      141,374        3,940
Credit insurance                                 46,333              --       175,538       29,428       39,073        4,291
Property and casualty insurance                   6,735              --        85,442      107,353      233,512       10,864
Capital and surplus                                  --              --            --           --           --      123,948
Non-insurance                                        --              --            --           --           --        7,055
- ------------------------------------------------------------------------------------------------------------------------------------

  Total                                        $675,656      $3,789,316      $275,109     $300,053     $902,881     $386,910
====================================================================================================================================

1994
- ----
Individual life insurance                      $412,670      $2,281,960      $  6,525     $ 54,911     $265,476     $156,078
Individual accident and health insurance         64,733          98,198         5,141       69,559      222,823        8,250
Annuities                                        38,804         592,930            --        1,852        4,197       32,758
Group life and A & H insurance                   16,375          26,829         3,856       36,241      151,901        4,620
Credit insurance                                 38,778              --       144,360       25,577       29,405        3,651
Property and casualty insurance                   5,441              --        73,160       98,741      202,160        9,088
Capital and surplus                                  --              --            --           --           --      111,403
Non-insurance                                        --              --            --           --           --        7,464
- ------------------------------------------------------------------------------------------------------------------------------------

  Total                                        $576,801      $2,999,917      $233,042     $286,881     $875,962     $333,312
===================================================================================================================================
</TABLE> 

<TABLE> 
<CAPTION> 
====================================================================================================================================

Column A                                         Column H       Column I      Column J     Column K

                                                 Benefits     Amortization
                                              Claims, Losses  of Deferred
                                                   and          Policy          Other
                                                Settlement    Acquisition    Operating    Premiums
Segment                                          Expenses        Costs      Expenses (b)   Written
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>              <C>          <C>         <C>
1995
- ----
Individual life insurance                      $229,989         $49,009      $124,599           --
Individual accident and health insurance        143,034           6,176        61,511           -- 
Annuities                                        71,748           2,182        10,253           --
Group life and A & H insurance                   93,351           7,683        37,814           --
Credit insurance                                 17,456          12,700        16,828           --
Property and casualty insurance                 193,453          18,648        21,471      245,527
Capital and surplus                                  --              --        (1,496)          --
Non-insurance                                        --              --        20,422           --
- ------------------------------------------------------------------------------------------------------------------------------------

  Total                                        $749,031         $96,398      $291,402     $245,527
====================================================================================================================================

1994
- ----
Individual life insurance                      $228,572         $43,861      $127,758           --
Individual accident and health insurance        147,804           6,750        66,000           --
Annuities                                        28,406             654         8,441           --
Group life and A & H insurance                  101,607           8,360        39,486           --
Credit insurance                                 13,481          11,179        10,525           --
Property and casualty insurance                 150,922          17,923        30,288      213,963
Capital and surplus                                  --              --        (1,991)          --
Non-insurance                                        --              --        20,418           --
- ------------------------------------------------------------------------------------------------------------------------------------

  Total                                        $670,792         $88,727      $300,925     $213,963
===================================================================================================================================
</TABLE> 

(a) Net investment income from fixed income assets (bonds and mortgage loans on
    real estate) is allocated to insurance lines based on the funds generated by
    each line at the average yield available from these fixed income assets at
    the time such funds become available. Net investment income from all other
    assets is allocated to capital and surplus.

(b) Identifiable commissions and expenses are charged directly to the
    appropriate line of business. The remaining expenses are allocated to the
    lines based upon various factors including premium and commission ratios
    within the respective lines.

                                       39
<PAGE>
 
American National Insurance Company and Subsidiaries
SCHEDULE IV - REINSURANCE
(In thousands)

<TABLE> 
<CAPTION> 
====================================================================================================================================


      Column A                       Column B            Column C            Column D            Column E            Column F

                                                         Ceded to            Assumed                              Percentage of
                                      Gross               Other            from Other              Net           Amount Assumed
                                     Amount             Companies           Companies            Amount             to Net
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>                  <C>                  <C>               <C>                       <C>  
1995
- ----
Life insurance in force             $ 40,940,321         $ 5,359,378          $ 549,337         $ 36,130,280              1.5 %
====================================================================================================================================

Premiums:
  Life insurance                    $    341,766         $    40,501          $   7,684         $    308,949              2.5 %
  Accident and health insurance          387,976              36,309              8,753              360,420              2.4 %
  Property and liability insurance       232,448               6,608              7,672              233,512              3.3 %
- ------------------------------------------------------------------------------------------------------------------------------------

    Total premiums                  $    962,190         $    83,418          $  24,109         $    902,881              2.7 %
====================================================================================================================================

1994
- ----
Life insurance in force             $ 39,592,367         $ 4,606,300          $ 477,192         $ 35,463,259              1.3 %
====================================================================================================================================

Premiums:
  Life insurance                    $    314,070         $    31,611          $   6,640         $    289,099              2.3 %
  Accident and health insurance          407,924              30,522              7,301              384,703              1.9 %
  Property and liability insurance       200,641               5,393              6,912              202,160              3.4 %
- ------------------------------------------------------------------------------------------------------------------------------------

    Total premiums                  $    922,635         $    67,526          $  20,853         $    875,962              2.4 %
====================================================================================================================================

</TABLE> 

                                       40
<PAGE>
 
American National Insurance Company and Subsidiaries
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------

Column A                                     Column B               Column C                Column D                Column E

                                                                                     Deductions - Describe
                                                                                --------------------------------
                                            Balance at              Additions       Amounts                         Balance at
                                           Beginning of            Charged to   Written off Due      Amounts          End of
Description                                   Period                 Expense     to Disposal (a)   Commuted (b)       Period
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>                     <C>              <C>           <C>               <C>
1995
- ----
Investment valuation reserves:
  Mortgage loans on real estate               9,287                   4,526             981              8             12,824
  Investment real estate                     32,888                   9,973           1,608          2,460             38,793
  Investment in unconsolidated
    affiliates                                1,696                      --              --            583              1,113
  Other assets                                   --                   2,000              --             --              2,000
- ------------------------------------------------------------------------------------------------------------------------------------

      Total                                $ 43,871                $ 16,499          $ 2,589       $ 3,051           $ 54,730
====================================================================================================================================

1994
- ----
Investment valuation reserves:
  Bonds                                    $  6,537                      --               --      $  6,537                 --  
  Mortgage loans on real estate              13,626                   2,864            3,675         3,528              9,287
  Investment real estate                     24,899                   5,577            4,514        (6,926)            32,888
  Investment in unconsolidated
    affiliates                                   --                   1,696               --            --              1,696
- ------------------------------------------------------------------------------------------------------------------------------------

      Total                                $ 45,062                $ 10,137          $ 8,189       $ 3,139           $ 43,871
====================================================================================================================================

</TABLE> 

(a)  Amounts written off due to disposal represent reductions in the reserve
     balance due to sales, transfers or other disposals of the asset with which
     the reserve is associated.
(b)  Amounts commuted represent reductions in the reserve balance due to
     changes in reserve requirements or investment conditions.

                                       41


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