As filed with the Securities and Exchange Commission on August 29, 1997.
Registration No. 333-25045
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-6
PRE-EFFECTIVE AMENDMENT No. 2
TO THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A
(Exact Name of Trust)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
3100 SANDERS ROAD
NORTHBROOK, IL 60062
(Complete Address of Depositor's Principal Executive Offices)
MICHAEL J. VELOTTA, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, IL 60062
(Name and Complete Address of Agent for Service)
Copy to:
JOAN E. BOROS, ESQUIRE
KATTEN, MUCHIN & ZAVIS
1025 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C. 20007-5201
Securities being offered -- units of interest under modified single premium
variable life insurance contracts.
-----------
Approximate date of proposed public offering: as soon as practicable after
the effective date of this registration statement.
The registrant hereby declares that it is registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The registrant hereby amends this registration statement on such dates as may be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
Pre-Effective Amendment Number Two to the registration statement is being filed
for the sole purpose of amending Item Number Four in Exhibit Number Two,
"Opinion of Counsel", to reference Delaware rather than Illinois. Pre-Effective
Amendment Number One is incorporated by reference, in its entirety, into
Pre-Effective Amendment Number Two to the registration statement. Additionally,
Pre-Effective Amendment Number Two does not supersede or replace Pre-Effective
Amendment Number One to the registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Glenbrook Life A I M Variable Life Separate Account A, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
Township of Northfield, State of Illinois, on the 25th day of August, 1997.
GLENBROOK LIFE A I M VARIABLE LIFE SEPARATE ACCOUNT A
(Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)
(SEAL)
Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
--------------------- ------------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary
and Assistant General Counsel and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following Directors and Officers of
Glenbrook Life and Annuity Company on the 25th day of August, 1997.
*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- --------------------- Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/s/MICHAEL J. VELOTTA Vice President, Secretary, General
- --------------------- Counsel and Director
Michael J. Velotta
*/PETER H. HECKMAN President, Chief Operating Officer
- --------------------- and Director
Peter H. Heckman
*/JOHN R. HUNTER Director
- ---------------------
John R. Hunter
*/MARLA G. FRIEDMAN Vice President
- ---------------------
Marla G. Friedman
*/KEVIN R. SLAWIN Vice President
- --------------------- (Principal Financial Officer)
Kevin R. Slawin
*/G. CRAIG WHITEHEAD Vice President and Director
- ---------------------
G. Craig Whitehead
*/CASEY J. SYLLA Chief Investment Officer
- ---------------------
Casey J. Sylla
*/JAMES P. ZILS Treasurer
- ---------------------
James P. Zils
*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
- ----------------------
Keith A. Hauschildt (Principal Accounting Officer)
*/ By Michael J. Velotta, pursuant to Power of Attorney previously filed.
GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847.402.2400
Facsimile 847.402.4371
Michael J. Velotta
Vice President, Secretary
and General Counsel
August 22, 1997
TO: Glenbrook Life and Annuity Company
Northbrook, Illinois 60062
FROM: Michael J. Velotta
Vice President, Secretary and General Counsel
RE: Form S-6 Registration Statement
Under the Securities Act of 1933
File No. 333-25045
With reference to the Registration Statement on Form S-6 filed by
Glenbrook Life and Annuity Company with the Securities and Exchange Commission
covering the Modified Single Premium Variable Life Insurance Contracts
("Contracts"), I have examined such documents and such law as I have considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that:
1. Glenbrook Life and Annuity Company is duly organized and existing
under the laws of the State of Illinois and has been duly
authorized to do business and to issue Contracts by the Director of
Insurance of the State of Illinois.
2. The Separate Account is a separate account of the Company validly
existing pursuant to Illinois law and the regulations
issued thereunder.
3. The assets held in the Separate Account are not chargeable with
liabilities arising out of any other business the Company
may conduct.
4. The Contracts covered by the above Registration Statement have been or
will be approved and authorized by the director of Insurance of the
State of Delaware and when issued will be valid, legal and binding
obligations of Glenbrook Life and Annuity Company.
I hereby consent to the filing of this opinion as an exhibit to the
above referenced Registration Statement and to the use of my name under
the caption "Legal Matters" in the Prospectus constituting a part of
the Registration Statement.
Sincerely,
Michael J. Velotta
Vice President, Secretary
and General Counsel
