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No. 811-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M
N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
Glenbrook Life Variable Life Separate Account A
Name of Unit Investment Trust
/ Not the issuer of periodic payment plan Certificates.
- --
XX/ Issuer of periodic payment plan Certificates. (Only for purposes of
- -- information provided herein.)
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Glenbrook Life Variable Life Separate Account A (hereinafter
referred to as the "Variable Account"). The Variable
Account is not a
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separate legal entity and therefore does not have an
Employer Identification Number ("EIN") separate from that of
its depositor, Glenbrook Life and Annuity Company.
(b) Furnish title of each class or series of securities issued by the
trust.
Individual and group modified single premium variable life
insurance contracts ("Contracts").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
Glenbrook Life and Annuity Company (hereinafter referred to as
the "Company" and/or "Depositor", 3100 Sanders Road, J5B,
Northbrook, Illinois 60062. Its EIN is 35-1113325.
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
Not applicable.
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
No Contracts have been distributed to date. The Depositor will
enter into a Distribution Agreement with Allstate Life Financial
Services, Inc. ("ALFS"), whereby ALFS will serve as the principal
underwriter. The principal business address of ALFS is 3100
Sanders Road, J5B, Northbrook, Illinois. See also Registration
Statement on Form S-6 "Registration Statement" under "Distribution
of the Contracts". The Registration Statement is incorporated
herein by reference.
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
State of Illinois.
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the
trust was organized and issued or proposes to issue securities.
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The Variable Account was established under Illinois law
pursuant to a resolution of the Board of Directors of the
Company on January 15, 1996. The resolution will continue
in effect until terminated or amended by the Board of
Directors.
(b) Furnish the dates of execution and termination of any indenture
or agreement currently in effect pursuant to which the proceeds
of payments on securities issued or to be issued by the trust are
held by the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the
name has never been changed, so state.
The name of the Variable Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
None.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST.
General Information Concerning the Securities of the Trust and the Rights
of Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by
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the trust:
(a) Whether the securities are of the registered or bearer type.
Each class of the securities of the Variable Account is of
the registered type insofar as the Contract is personal to
the owner of the Contract (hereinafter referred to as
"Contract Owner") and records concerning the Contract Owner
are maintained by or on behalf of the Company.
(b) Whether the securities are of the cumulative or distributive
type.
The Contract is of the cumulative type providing for no
direct distribution of income, dividends or capital gains.
Rather, such amounts are reflected in the Account Value and
death benefit of the Contract.
(c) The rights of security holders with respect to withdrawal or
redemption.
See Registration Statement under the captions "Contract
Benefits and Rights" and "Other Matters". The Registration
Statement is incorporated herein by reference.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
See The Registration Statement under the captions "Contract
Benefits and Rights" and "Other Matters". The Registration
Statement is incorporated herein by reference.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement
with respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
See Registration Statement under the caption "Contract
Benefits and Rights - Lapse and Reinstatement". The
Registration Statement is incorporated herein by reference.
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to exercise
voting rights pertaining to the trust's securities or the
underlying securities and the relationship of such
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persons to the trust.
See The Registration Statement under the caption "Other
Matters - Voting Rights". The Registration Statement is
incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Notice must be given of any such change.
(2) the terms and conditions of the securities issued by the
trust.
Notice must be given of any such change.
(3) the provisions of any indenture or agreement of the trust.
There is no indenture or agreement of trust relating to
the Variable Account.
(4) the identity of the depositor, trustee or custodian.
Notice is required of a change in the identity of the
depositor. The depositor is also the custodian. The
Variable Account has no trustee.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of the Contract Owners is not required when
changing the underlying securities of the Variable
Account. However, to change such securities, approval
of the Securities and Exchange Commission is required
by Section 26(b) of the Investment Company Act of 1940
("1940 Act").
(2) the terms and conditions of the securities issued by the
trust.
Except as is required by Federal or State law or
regulation, no change in the terms and conditions of a
Contract can be made without consent of a Contract
Owner.
(3) the provisions of any indenture or agreement of the trust.
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Not applicable. See response to Item 10(g)(3).
(4) the identity of the depositor, trustee or custodian.
No consent of Contract Owners is necessary with respect
to any change in the identity of the depositor or
custodian, but a change in the depositor would be
subject to state insurance department review and
approval.
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered
by subdivisions (a) to (g) or by any other item in this form.
See The Registration Statement under the captions "The
Contract - Application for a Contract", "Contract
Benefits and Rights", and "Other Matters". The
Registration Statement is incorporated herein by
reference.
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. If
the trust owns or will own any securities of its regular brokers or
dealers as defined in Rule 10b-1 under the Act, or their parents,
identify those brokers or dealers and state the value of the
registrant's aggregate holding of the securities of each subject
issuer as of the close of the registrant's most recent fiscal year.
The registrant does not own, and does not contemplate owning, any
securities of its regular brokers or dealers. See The
Registration Statement under the caption "The Variable Account -
Funds" for information concerning the types of securities in which
the Variable Account will invest. The Registration Statement is
incorporated herein by reference.
12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment
company, furnish the following information for each such company:
(a) Name of company.
See The Registration Statement under the caption "The
Variable Account" for information concerning the types of
securities in which the Variable Account will invest. The
Registration Statement is incorporated herein by reference.
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(b) Name and principal business address of Depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Not applicable.
(e) The period during which the securities of such company have been
the underlying securities.
No underlying securities have as yet been acquired by the
Variable Account in connection with any public offering.
Information Concerning Loads, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal
payments.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust.
State each different sales charge available as a percentage of
the public offering price and as a percentage of the net amount
invested. List any special purchase plans or methods established
by rule or exemptive order that reflect scheduled variations in,
or elimination of, the sales load and identify each
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class of individuals or transactions to which such plans apply.
(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee
custodian or principal underwriter.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security
holders in connection with the trust or its securities.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13( a)
or 13(d) through the sale or purchase of the trust's
securities or interests in such securities, or underlying
securities or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear
to the dividend and interest income from the trust property
during the period covered by the financial statements filed
herewith.
See The Registration Statement under the captions "Deductions
and Charges", "Distribution of the Contracts", and "Federal
Tax Considerations" for response to Items 13(a) - (g). The
Registration Statement is incorporated herein by reference.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
See The Registration Statement under the captions "The
Contract - Application for a Contract", "Premiums" and "Allocation
of Premiums". The Registration Statement is incorporated herein
by reference.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
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See The Registration Statement under the captions "The Contract -
Premiums" and "Allocation of Premiums". The Registration
Statement is incorporated herein by reference.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
See The Registration Statement under the captions "The Variable
Account - Funds", and "The Contract - Allocation of Premiums".
The Registration Statement is incorporated herein by reference.
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
See response to Item 10(c).
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
The Company is required by the terms as described in Item
10(c) of the Contract to honor surrender requests. The
Portfolios will redeem their shares upon the Company's
request in accordance with the 1940 Act.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
Once a Contract is fully surrendered, it is canceled and may
not be reissued.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the
trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
All distributions to the Variable Account will be reinvested
in shares of the appropriate Portfolio. Such reinvestment
will be automatic and at net asset value.
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of
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income or principal, state with respect to each such reserve or
fund the purpose and ultimate disposition thereof, and describe
the manner of handling of same.
The assets of the Variable Account which are allocable to
the Contracts constitute the reserves for benefits under the
Contracts. The Company's general assets are also available
to satisfy its obligations under the Contracts.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for
each such distribution the aggregate amount and amount per share.
If distributions from sources other than current income have been
made identify each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made describe
the nature thereof, the account charged and the basis of
determining the amount of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
The Company intends to administer the Contract and the Variable
Account itself. The Company may, however, in its sole
discretion, purchase administrative services from such sources as
may be available. Such services will be acquired on a basis
which, in the Company's sole discretion, provides the best
services at the lowest cost. The Company reserves the right to
select a company to provide services which the Company deems best
able to perform such services in a satisfactory manner even
though the cost for such services may be higher than might
prevail elsewhere.
See The Registration Statement under the caption "Other Matters -
Statements to Contract Owners". The Registration Statement is
incorporated herein by reference.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
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(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
The Company acts as custodian of the securities of the
Variable Account. There are no provisions relating to the
removal or resignation of the custodian or the failure of
the custodian to perform its duties, obligations and
functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or
resignation of the depositor or the failure of the depositor
to perform its duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a
successor depositor and the procedure if a successor
depositor is not appointed. But see Item 10(h)(4).
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
See The Registration Statement under the caption "Contract
Benefits and Rights - Contract Loans". The Registration
Statement is incorporated herein by reference.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
Proceeds of Contract loans ordinarily will be disbursed
within seven days from the date of receipt and approval by
the Company of a
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request for a loan at its home office, although payments may
be postponed under certain circumstances. Payment of a
Contract loan may be postponed whenever (i) the New York
Stock Exchange is closed other than customary weekend and
holiday closings, or trading of the New York Stock Exchange
is restricted as determined by the Securities and Exchange
Commission; (ii) the Commission by order permits
postponement for the protection of Contract Owners; (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 Variable Account's net assets. So long as
the Contract remains in force, the loan may be repaid in
whole or in part without penalty at any time while the
insured is living.
See The Registration Statement under the caption "Contract
Benefits and Rights - Contract Loans". The Registration
Statement is incorporated herein by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable as no such loans have been made.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
Not applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the Depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The officers and employees of the Company are covered under a
blanket fidelity bond. See The Registration Statement under
"Additional Information About the Company". The officers and
employees of ALFS are also covered under a stock brokers blanket
bond. See The Registration Statement under "Distribution of the
Contracts". The Registration Statement is incorporated herein by
reference.
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24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
See The Registration Statement under the caption "Contract
Benefits and Rights - Transfer of Account Value" and "Other
Matters". The Registration Statement is incorporated herein by
reference.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR.
Organization and Operations of Depositor
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
See The Registration Statement under the caption "The Company".
The Registration Statement is incorporated herein by reference.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith:
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration
for such fee or participation.
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith.
Not applicable.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust, and
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the nature of the depositor's activities herewith. If the depositor
has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
The Company writes life insurance and annuity business. It is
licensed to do business in the District of Columbia, and all
states except New York. It is also the depositor for Glenbrook
Life & Annuity Company Variable Annuity Account, Glenbrook Life &
Annuity Company Separate Account A and Glenbrook Life Multi-
Manager Variable Account, separate accounts of the Company
registered as unit investment trusts under the Investment
Company Act of 1940, which were established to fund variable
contracts issued by the Company.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect
to each natural person directly or indirectly owning, controlling
or holding with power to vote 5% or more of the outstanding
voting securities of the depositor.
i. name and principal business address;
ii. nature of relationship or affiliation with depositor of
the trust;
iii. ownership of all securities of the depositor;
iv. ownership of all securities of the trust;
v. other companies of which each of the persons named
above is presently an officer, director, or a partner.
See The Registration Statement under the caption "The
Company" and "Additional Information About the Company". The
Registration Statement is incorporated herein by reference.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor. See The Registration Statement under the caption
"Executive Officers and Directors of the Company". The
Registration Statement is incorporated herein by reference.
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting
securities of the depositor:
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i. Name and principal business address;
ii. Nature of business; and
iii. Ownership of all securities of the depositor.
See The Registration Statement under the caption "The Company"
and "Additional Information about the Company". The Registration
Statement is incorporated herein by reference.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and
42 who directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers of Depositor
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the
depositor directly receiving the three highest amounts of
remuneration;
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31(a), stating separately the aggregate amount
paid by the depositor itself and the aggregate amount paid
by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers
or partners of the depositor
Not applicable.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by
the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not applicable.
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Compensation to Employees
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31 and 32) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statement filed
herewith from the depositor and any of its subsidiaries.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons covered
by Item 33(a)): (1) Sales managers, branch managers, district
managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity; (3)
Administrative and clerical employees; and (4) Others (specify).
If a person is employed in more than one capacity, classify
according to predominant type of work.
Not applicable.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose
aggregate compensation in connection with services rendered with
respect to the trust in all capacities exceeded $10,000 during the
last fiscal year covered by financial statements filed herewith from
the depositor and any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.
No sales of the Contracts have been made or are currently being
made to the public in any state. The Company intends to market
the Contracts in all jurisdictions that it has been approved to
sell insurance.
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36. If sales of the trust's securities have at anytime since January 1,
1936 been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority
to distribute securities of the trust, excluding a denial which
was merely a procedural step prior to any determination by such
officer, etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Contract will be sold by individuals who, in addition to
being licensed as life insurance agents, are also registered
representatives of ALFS, or of broker-dealers who have
entered into written sales agreements with the principal
underwriter. ALFS is registered with the Securities and
Exchange Commission under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
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The Company intends to enter into a distribution agreement
with ALFS pursuant to which ALFS will distribute the
Contracts on a best efforts basis. The terms of the
distribution agreement will be contained in an exhibit to a
pre-effective amendment to the registration statement on
Form S-6 filed by the Registrant pursuant to the Securities
Act of 1933. At that point, they will be incorporated
herein by reference.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc.
with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If the
trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof.
In lieu of a statement concerning schedules of commissions,
such schedules of commissions may be filed as Exhibit
A(3)(c).
Commission information will be included in the Variable
Account's registration statement on Form S-6 and is hereby
incorporated herein by reference to this Item.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and
the date of organization.
ALFS is a corporation organized under the laws of Illinois.
See The Registration Statement under "Distribution of the
Contracts". The Registration Statement is incorporated herein
by reference.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
No Contracts of the Variable Account are currently being
distributed. The principal underwriter is a member of the
National Association of Securities Dealers, Inc. ("NASD").
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale
of securities of the trust and any other functions in connection
therewith
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exercised by such underwriter in such capacity or otherwise
during the period covered by the financial statements filed
herewith:
i. Name of principal underwriter;
ii. Year;
iii. Total payments by security holders;
iv. Amounts received of (A) sales loads; (B) administrative
fees; (E) management fees; (D) other fees; and (E)
aggregate load, fees, etc.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration
for such fee or participation.
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the
trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such
named capacity, state the date of and the circumstances
surrounding such cessation.
The principal underwriter is registered as a broker-dealer
with the NASD and acts as the principal underwriter for
various separate accounts of the Company and its affiliates.
See response to Item 27.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities
of the trust and furnish the name and residence address of the
person in charge of such office.
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Not applicable. The sale of the Contracts has not yet
commenced.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter:
i. Name and principal business address; and
ii. Ownership of securities of the trust.
Not applicable. There are no Contracts of the Variable Account
currently being distributed.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities
exchange and who is currently distributing the securities of the trust
or effecting transactions for the trust in the portfolio securities of
the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the
offering price to the public of securities issued by the trust or
the valuation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
Shares of each Portfolio held by the Variable Account
are valued at net asset value per share as supplied to
the Company by the applicable underlying investment
company.
(2) Whether opening, closing, bid, asked or any
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other price is used.
See responses to Items 44(a)(1).
(3) Whether price is as of the day of sale or as of any other
time.
See response to Item 16. If received before 4:00 p.m.
Eastern time, the price will be determined as of 4:00
p.m. If received after 4:00 p.m., the next day's price
will be used.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
The Variable Account's assets and liabilities are
valued in accordance with generally-accepted accounting
principles on an accrual basis. The Company does not
anticipate any substantial federal tax liability at
present and, therefore, has not created a provision for
taxes, but reserves the right to do so in the future.
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load);
and
(ii) after adding distributor's compensation (load).
Appropriate adjustments will be made for fractions in
all computations.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
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(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 plus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Offering price (show four decimals)
(If any sales load is charged, indicate amount, and
apply percentage load to 11 or other applicable base,
indicating base.)
13. Adjustment of 12 for fractions
14. Offering price
15. Accumulated undistributed income per unit (if not
included in 3 and 9)
16. Adjusted price (14 plus 15)
17. Effective load per unit
(a) In dollars (16 - [9(a) + 15])
(b) In percentage (17(a) of [9(a) + 15])
As of the filing date, the Contracts have not been offered
to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
The amount of the initial death benefit is based upon the
insured's age, premium class and the initial premium of the
Contract. To the extent that variation in withdrawal
charges are responsive to this item, see The Registration
Statement under "Deduction and Charges - Withdrawal Charge"
and "Contract Benefits and Rights - Confinement Waiver
Benefit". The Registration Statement is incorporated herein
by reference.
45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith:
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(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior
to suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
See response to Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is
used.
See response to Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other
time.
See response to Item 44(a)(3).
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See response to Item 44(a)(4).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions.
See response to Item 44(a)(6).
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at
the latest practicable
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date. Such schedule shall be in substantially the following
form:
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 minus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Redemption charge
13. Adjusted redemption price
14. Accumulated undistributed income per unit (if not
included in 3 and 9)
15. Actual redemption price (13 plus 14)
16. Effective redemption fee per unit
(a) in dollars ((9(a) + 14) - 15)
(b) in percentage (16(a) of (9(a) + 14))
Not applicable. Contracts have not yet been offered or
sold.
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in
the underlying securities, the extent and nature thereof and the
person who maintains such a position. Include a description of the
procedure with respect to the purchase of underlying securities or
interests in the underlying securities from security holders who
exercise redemption or withdrawal rights and the sale of such
underlying securities and interests in the underlying securities to
other security holders. State whether the method of valuation of such
underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure
included in the determination of the valuation is not or may not
actually be incurred or expended, explain the nature of such item and
who may
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benefit from the transaction.
Net premium payments allocated to each Sub-account of the
Variable Account will be invested in shares of the corresponding
Portfolio of the Fund at net asset value and the method of
valuation of such underlying securities does not differ from that
set forth in Items 44 and 46. The Company is the owner of the
Portfolio shares held in the Variable Account. Portfolio shares
are not available to the general public.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust.
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
The Company acts as custodian of the Variable Account's
assets. For more information about the Company, see the
response to Items 2 and 25.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any
indenture or agreement with respect thereto.
The assets in the Variable Account attributable to the Contracts
are not chargeable with liabilities arising out of any other
business which the Company may conduct. The assets of the
Variable Account shall, however, be available to cover the
liabilities of the General Account of the Company to the extent
that the Variable Account's assets exceed its liabilities arising
under the Contracts supported by it.
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VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in the
response to Item 2.
(b) The types of policies and whether individual or group policies.
The Contract is a modified single premium variable life
insurance policy which is issued on a group or individual
basis. Under circumstances described in Item 10(d), the
Contract may be converted to a fixed benefit contract.
Various fixed, optional insurance benefit riders to the
Contract may also be offered.
(c) The types of risks insured and excluded.
See The Registration Statement under the caption "Contract
Benefits and Rights". The Registration Statement is
incorporated herein by reference.
(d) The coverage of the policies.
The initial death benefit under a Contract is the amount for
which the guideline single premium, as defined in section
7702 of the Internal Revenue Code, is equal to the initial
premium paid under the Contract. See The Registration
Statement under the captions "The Contract - Premiums" and
"Federal Tax Considerations - Modified Document Contracts".
The Registration Statement is incorporated herein by
reference.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipient of the benefits of the insurance undertakings
described in Item 51(c) is either the designated primary
beneficiary, any contingent beneficiaries, or the estate of
the Contract Owner as stated in the application for the
Contract or as subsequently modified by the Contract Owner.
There is no limitation on the use of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item
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51(c) are integral parts of the Contract and may not be
terminated while the Contract remains in force except in the
case of lapse.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See response to Item 44(c).
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor.
No other person other than the Company receives any part of
the amounts deducted for assumption of mortality and expense
risks.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
None.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities must
or may be eliminated from assets of the trust or must or may be
replaced by other portfolio securities. If an investment adviser
or other person is to be employed in connection with such
selection, elimination or substitution, state the name of such
person, the nature of any affiliation to the depositor, trustee
or custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any particular
person is not designated in the indenture or agreement, describe
briefly the method of selection of such person.
The responses to Items 10(g) and (h) are incorporated herein
by reference with respect to the Company's right to
substitute other investments for shares in any portfolio of
the Fund.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security
during the period covered by
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the financial statements filed herewith.
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated persons of the foregoing were
involved in the transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the contract of the trust with respect to the
substitution and elimination of the underlying securities of the
trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment
in a particular industry or group of industries or would
conform to a policy of concentration of investment in a
particular industry or group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
See response to Items 10(g) and 10(h).
(d) Furnish a description of any contract (exclusive of contracts
covered by paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental policy and which is elected to be
treated as such.
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None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
The Company is presently taxed as a life insurance company
under subchapter L of the Internal Revenue Code of 1954.
The Company will include the operations of the Variable
Account in its tax return. The Company does not initially
expect to incur any income tax upon the operations of the
Variable Account. If, however, it determines that it may
incur such taxes, it may assess a charge for those taxes
from the Variable Account.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable. See response to Item 53(a).
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities:
At the end of each of registrant's past 10 fiscal years:
(i) Year;
(ii) Total number of shares;
(iii) Asset value per share;
(iv) Dividends paid per share.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate
of the type currently being sold assuming that such certificate had
been sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
[form of transcript omitted]
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of
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certificates sold during such period, the following information for
each fully paid type and each installment payment type of periodic
payment plan certificate currently being issued by the trust.
[form of schedule omitted]
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by
the trust. [form of table omitted]
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date. [Form of table omitted]
Not applicable.
59. Financial Statements
Financial Statements of the Trust
No financial statements were filed for the Trust. The financial
statements of the Variable Account will be contained in an
amendment to the registration statement on Form S-6 filed by the
Registrant pursuant to the Securities Act of 1933. At that point,
they will be incorporated by reference.
Financial Statements of the Depositor
The financial statements of the Company will be contained in a
pre-effective amendment to the registration statement on Form S-6
filed by the Registrant pursuant to the Securities Act of 1933.
At that point, they will be incorporated by
reference.
IX. EXHIBITS
A. (1) through (11) hereby incorporated by reference to Form S-6 filed
with the Commission contemporaneously herewith.
B. (1) Not Applicable
(2) Not Applicable
C. Not Applicable
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Depositor of the Registrant has caused this registration statement to be duly
signed on behalf of the Registrant in the Village of Northfield and the State of
Illinois on the 20th day of September, 1996.
(Seal)
Glenbrook Life Variable Life Separate Account A
(Registrant)
Glenbrook Life and Annuity Company
(Depositor)
Attest: /s/ BRENDA D. SNEED By: /s/ MICHAEL J. VELOTTA
------------------- ----------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary General Counsel
31
