As filed with the Securities and Exchange Commission on July 5, 2000.
-------------------------------------------------------------------------------
File Nos. 333-00999
811-07541
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 13 /X/
GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)
COPIES TO:
ANTHONY POOLE, ESQUIRE TERRY R. YOUNG, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY ALFS, INC.
3100 SANDERS ROAD, SUITE J5B 3100 SANDERS ROAD, SUITE J5B
NORTHBROOK, ILLINOIS 60062 NORTHBROOK, ILLINOIS 60062
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: CONTINUOUS
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
__ immediately upon filing pursuant to paragraph (b) of Rule 485
__ on (date) pursuant to paragraph (b) of Rule 485
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__ on (date) pursuant to paragraph (a)(1) of Rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
__ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: Units of Interest in the Glenbrook Life
Multi-Manager Variable Account under Deferred Variable Annuity Contracts.
<PAGE>
Explanatory Note
Registrant is filing this post-effective amendment ("Amendment") for the purpose
of adding the optional Enhanced Death and Income Benefit Combination Rider II
("Rider II") to the Glenbrook Provider (Enhanced) Variable Annuity contract (the
"Contract") described in the currently effective prospectus and SAI for that
Contract, each dated May 1, 2000, included in the Registration Statement. Rider
II will replace the current Enhanced Death and Income Benefit Combination Rider
for Contracts issued on and after the effective date of the Amendment. The
Amendment is not intended to amend or delete any part of the Registration
Statement, except as specifically noted herein.
PART A
GLENBROOK LIFE AND ANNUITY COMPANY
GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
SUPPLEMENT, DATED ___________, 2000, TO THE
GLENBROOK PROVIDER VARIABLE ANNUITY PROSPECTUS
DATED MAY 1, 2000
This supplement describes the optional Enhanced Death and Income Benefit
Combination Rider II ("new Rider") now available to owners of the Glenbrook
Provider Variable Annuity contract ("Contract") offered by Glenbrook Life and
Annuity Company. The Enhanced Death and Income Benefit Combination Rider ("old
Rider") described in your prospectus is not available with Contracts issued on
or after the date of this supplement. Please keep this supplement for future
reference together with your prospectus. All capitalized terms have the same
meaning as those included in the prospectus.
There are a few differences between the new Rider, and the old Rider described
in the May 1, 2000 prospectus for the Contract. Under the new Rider:
1) The mortality and expense risk charge is 0.06% higher;
2) In the withdrawal adjustment formula under Enhanced Death Benefit
A, (c) now equals the most recently calculated Enhanced Death Benefit
A.
3) In the withdrawal adjustment formula under Enhanced Death Benefit
B, (c) now equals the most recently calculated Enhanced Death Benefit
B.
4) Under Enhanced Death Benefit A, we will calculate Anniversary
Values each Contract Anniversary prior to the oldest Contract owner's
(or Annuitant's) 85th birthday.
5) When the enhanced income benefit is used to determine income
payments, the enhanced income benefit (less applicable taxes) is
applied only to the guaranteed rates for the Income Plan you elect;
6) If you choose to receive income payments based on the enhanced
income benefit there are two additional conditions: a) the Payout Start
Date must occur during the 30 day period following the Contract
Anniversary; and b) you must apply the enhanced income benefit to Fixed
Amount Income Payments. However, we no longer require that the Payout
Start Date occur prior to the Annuitant's 90th birthday.
Accordingly, your prospectus is amended as follows:
Throughout the prospectus, replace all references to
o the "Enhanced Death and Income Benefit Combination Rider" with "Enhanced
Death and Income Benefit Combination Rider II;"
o total Variable Account annual fees of "1.59%" (old Rider), with "1.65%"
(new Rider); and
o a mortality and expense risk charge of "1.49%" (old Rider), with "1.55%"
(new Rider).
Page 11: Replace Example 1 with the following:
<TABLE>
<CAPTION>
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIM V.I. Balanced $81 $134 $182 $328
AIM V.I. Diversified Income $77 $123 $162 $291
AIM V.I. Government Securities $78 $125 $166 $298
AIM V.I. Growth $76 $120 $157 $280
AIM V.I. Growth and Income $77 $121 $159 $285
AIM V.I. International Equity $79 $127 $170 $305
AIM V.I. Value $76 $121 $159 $284
The Dreyfus Socially Responsible
Growth Fund, Inc. $77 $122 $160 $287
Dreyfus Stock Index Fund $71 $105 $133 $231
Dreyfus VIF Growth & Income $77 $122 $160 $287
Dreyfus VIF Money Market $75 $115 $150 $265
Fidelity VIP Contrafund-R- $76 $118 $154 $274
Fidelity VIP Equity-Income $74 $115 $149 $264
Fidelity VIP Growth $75 $118 $154 $273
Fidelity VIP High Income $76 $118 $155 $276
Franklin Small Cap -- Class 2 $80 $130 $175 $315
Mutual Shares Securities -- Class 2 $79 $129 $173 $312
Templeton Developing Markets
Securities -- Class 2 $87 $153 $211 $385
Templeton Growth Securities -- Class 2 $80 $132 $178 $320
Templeton International
Securities -- Class 2 $80 $132 $178 $320
Goldman Sachs VIT Capital Growth $79 $128 $171 $308
Goldman Sachs VIT CORE-SM- Small Cap
Equity $79 $128 $171 $308
Goldman Sachs VIT CORE-SM- U.S. Equity $78 $125 $166 $298
Goldman Sachs VIT Global Income $80 $133 $179 $322
Goldman Sachs VIT International Equity $82 $139 $189 $342
MFS Emerging Growth $77 $123 $163 $292
MFS Growth & Income $78 $124 $165 $296
MFS New Discovery $80 $130 $175 $315
MFS Research $77 $124 $164 $294
Morgan Stanley UIF Equity Growth $77 $123 $163 $293
Morgan Stanley UIF Fixed Income $76 $119 $156 $277
Morgan Stanley UIF Global Equity $80 $133 $179 $322
Morgan Stanley UIF Mid Cap Value $79 $130 $174 $313
Morgan Stanley UIF Value $77 $123 $163 $293
Oppenheimer Aggressive Growth $76 $118 $154 $274
Oppenheimer Capital Appreciation $76 $119 $156 $277
Oppenheimer Global Securities $76 $118 $155 $276
Oppenheimer Main Street Growth & Income $77 $121 $160 $286
Oppenheimer Strategic Bond $77 $121 $160 $286
<PAGE>
Page 12: Replace Example 2 with the following:
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced $30 $92 $156 $328
AIM V.I. Diversified Income $26 $80 $137 $291
AIM V.I. Government Securities $27 $82 $141 $298
AIM V.I. Growth $25 $77 $132 $280
AIM V.I. Growth and Income $26 $78 $134 $285
AIM V.I. International Equity $28 $85 $144 $305
AIM V.I. Value $25 $78 $133 $284
The Dreyfus Socially Responsible
Growth Fund, Inc. $26 $79 $135 $287
Dreyfus Stock Index Fund $20 $63 $108 $231
Dreyfus VIF Growth & Income $26 $79 $135 $287
Dreyfus VIF Money Market $24 $73 $124 $265
Fidelity VIP Contrafund-R- $25 $75 $129 $274
Fidelity VIP Equity-Income $23 $72 $124 $264
Fidelity VIP Growth $24 $75 $128 $273
Fidelity VIP High Income $25 $76 $130 $276
Franklin Small Cap -- Class 2 $29 $88 $149 $315
Mutual Shares Securities -- Class 2 $28 $87 $148 $312
Templeton Developing Markets
Securities -- Class 2 $36 $110 $186 $385
Templeton Growth Securities -- Class 2 $29 $89 $152 $320
Templeton International
Securities -- Class 2 $29 $89 $152 $320
Goldman Sachs VIT Capital Growth $28 $85 $146 $308
Goldman Sachs VIT CORE-SM- Small
Cap Equity $28 $85 $146 $308
Goldman Sachs VIT CORE-SM- U.S. Equity $27 $82 $141 $298
Goldman Sachs VIT Global Income $29 $90 $153 $322
Goldman Sachs VIT International Equity $31 $96 $163 $342
MFS Emerging Growth $26 $81 $137 $292
MFS Growth & Income $27 $82 $140 $296
MFS New Discovery $29 $88 $149 $315
MFS Research $26 $81 $138 $294
Morgan Stanley UIF Equity Growth $26 $81 $138 $293
Morgan Stanley UIF Fixed Income $25 $76 $130 $277
Morgan Stanley UIF Global Equity $29 $90 $153 $322
Morgan Stanley UIF Mid Cap Value $28 $87 $148 $313
Morgan Stanley UIF Value $26 $81 $138 $293
Oppenheimer Aggressive Growth $25 $75 $129 $274
Oppenheimer Capital Appreciation $25 $76 $130 $277
Oppenheimer Global Securities $25 $76 $130 $276
Oppenheimer Main Street Growth & Income $26 $79 $134 $286
Oppenheimer Strategic Bond $26 $79 $134 $286
</TABLE>
Page 28: Replace the definition of "(c)" in the withdrawal adjustment formula
under Enhanced Death Benefit A with the following:
(c) = is the most recently calculated Enhanced Death
Benefit A.
Page 28: Replace "80th birthday" with "85th birthday" in the last sentence under
Enhanced Death Benefit A to indicate that Anniversary Values will be calculated
for each Contract Anniversary through the Contract owner's (or Annuitant's) age
85.
Page 28: Replace the definition of "(c)" in the withdrawal adjustment formula
under Enhanced Death Benefit B with the following:
(c) = is the most recently calculated Enhanced Death
Benefit B.
Page 28: Add the following after the third paragraph under "Enhanced Death and
Income Benefit Combination Rider II":
This minimum amount is used solely for the purpose of calculating the
guaranteed income benefit under this Rider ("guaranteed income
benefit") and does not provide a Contract Value or guarantee
performance of any investment option.
The guaranteed income benefit amount is determined by applying the
enhanced income benefit amount less any applicable taxes to the
guaranteed rates for the Income Plan you elect. The Income Plan you
elect must satisfy the conditions described below.
Page 29: Replace the second bullet in the first paragraph under "Enhanced Death
and Income Benefit Combination Rider II" with the following:
o occurs during the 30 day period following a Contract Anniversary
Page 29: Replace the following sentence in the second paragraph under "Enhanced
Death and Income Benefit Combination Rider II":
On the Payout Start Date, you may apply the greater of the Contract Value
or the enhanced income benefit to the Payout Phase of the Contract.
with the following sentence:
The income payment will be the greater of the guaranteed income benefit and the
income payment provided in the Payout Phase section.
Page 29: Add the following to the last paragraph under "Enhanced Death and
Income Benefit Combination Rider II":
The enhanced income benefit will only apply if you elect to receive
fixed amount income payments.
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
SUPPLEMENT, DATED ___________, 2000, TO THE
GLENBROOK PROVIDER VARIABLE ANNUITY PROSPECTUS
DATED MAY 1, 2000
This supplement describes the optional Enhanced Death and Income Benefit
Combination Rider II ("new Rider") now available to owners of the Glenbrook
Provider Variable Annuity contract ("Contract") offered by Glenbrook Life and
Annuity Company. The Enhanced Death and Income Benefit Combination Rider ("old
Rider") described in your prospectus is not available with Contracts issued on
or after the date of this supplement. Please keep this supplement for future
reference together with your prospectus. All capitalized terms have the same
meaning as those included in the prospectus.
There are a few differences between the new Rider, and the old Rider described
in the May 1, 2000 prospectus for the Contract. Under the new Rider:
1) The mortality and expense risk charge is 0.06% higher;
2) In the withdrawal adjustment formula under Enhanced Death Benefit
A, (c) now equals the most recently calculated Enhanced Death Benefit
A.
3) In the withdrawal adjustment formula under Enhanced Death Benefit
B, (c) now equals the most recently calculated Enhanced Death Benefit
B.
4) Under Enhanced Death Benefit A, we will calculate Anniversary
Values each Contract Anniversary prior to the oldest Contract owner's
(or Annuitant's) 85th birthday.
5) When the enhanced income benefit is used to determine income
payments, the enhanced income benefit (less applicable taxes) is
applied only to the guaranteed rates for the Income Plan you elect;
6) If you choose to receive income payments based on the enhanced
income benefit there are two additional conditions: a) the Payout Start
Date must occur during the 30 day period following the Contract
Anniversary; and b) you must apply the enhanced income benefit to Fixed
Amount Income Payments. However, we no longer require that the Payout
Start Date occur prior to the Annuitant's 90th birthday.
Accordingly, your prospectus is amended as follows:
Throughout the prospectus, replace all references to
o the "Enhanced Death and Income Benefit Combination Rider" with "Enhanced
Death and Income Benefit Combination Rider II;"
o total Variable Account annual fees of "1.59%" (old Rider), with "1.65%"
(new Rider); and
o a mortality and expense risk charge of "1.49%" (old Rider), with "1.55%"
(new Rider).
Page 10: Replace Example 1 with the following:
<TABLE>
<CAPTION>
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIM V.I. Balanced $81 $134 $182 $328
AIM V.I. Capital Appreciation $76 $120 $157 $280
AIM V.I. Growth $76 $120 $157 $280
AIM V.I. Growth & Income $77 $121 $159 $285
AIM V.I. High Yield $80 $132 $178 $321
AIM V.I. Value $76 $121 $159 $284
Federated Prime Money Fund II $76 $120 $157 $280
Fidelity VIP Equity-Income $74 $115 $149 $264
Fidelity VIP Growth $75 $118 $154 $273
Fidelity VIP High Income $76 $118 $155 $276
Fidelity VIP Overseas $78 $124 $164 $295
Fidelity VIP Contrafund-R- $76 $118 $154 $274
Fidelity VIP Index 500 $72 $106 $134 $234
MFS Emerging Growth $77 $123 $163 $292
MFS Growth with Income $78 $124 $165 $296
MFS Research $77 $124 $164 $294
Oppenheimer Aggressive Growth $76 $118 $154 $274
Oppenheimer Capital Appreciation $76 $119 $156 $277
Oppenheimer Global Securities $76 $118 $155 $276
Oppenheimer Main Street Growth & Income $77 $121 $160 $286
Oppenheimer Multiple Strategies $76 $120 $157 $280
Oppenheimer Strategic Bond $77 $121 $160 $286
STI Capital Appreciation $80 $133 $179 $322
STI Growth and Income $81 $134 $181 $327
STI International Equity $85 $146 $201 $365
STI Investment Grade Bond $76 $120 $158 $283
STI Mid-Cap Equity $80 $133 $179 $322
STI Quality Growth Stock $82 $137 $186 $337
STI Small Cap Value Equity $81 $134 $181 $327
STI Value Income Stock $78 $126 $169 $303
Templeton Global Income Securities
-- Class 2 $78 $125 $166 $298
Templeton Growth Securities -- Class 2 $80 $132 $178 $320
<PAGE>
Page 11: Replace Example 2 with the following:
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced $30 $92 $156 $328
AIM V.I. Capital Appreciation $25 $77 $132 $280
AIM V.I. Growth $25 $77 $132 $280
AIM V.I. Growth & Income $26 $78 $134 $285
AIM V.I. High Yield $29 $90 $153 $321
AIM V.I. Value $25 $78 $133 $284
Federated Prime Money Fund II $25 $77 $132 $280
Fidelity VIP Equity-Income $23 $72 $124 $264
Fidelity VIP Growth $24 $75 $128 $273
Fidelity VIP High Income $25 $76 $130 $276
Fidelity VIP Overseas $27 $82 $139 $295
Fidelity VIP Contrafund-R- $25 $75 $129 $274
Fidelity VIP Index 500 $21 $63 $109 $234
MFS Emerging Growth $26 $81 $137 $292
MFS Growth with Income $27 $82 $140 $296
MFS Research $26 $81 $138 $294
Oppenheimer Aggressive Growth $25 $75 $129 $274
Oppenheimer Capital Appreciation $25 $76 $130 $277
Oppenheimer Global Securities $25 $76 $130 $276
Oppenheimer Main Street Growth & Income $25 $79 $134 $286
Oppenheimer Multiple Strategies $25 $77 $132 $280
Oppenheimer Strategic Bond $26 $79 $134 $286
STI Capital Appreciation $29 $90 $153 $322
STI Growth and Income $30 $92 $156 $327
STI International Equity $34 $104 $176 $365
STI Investment Grade Bond $25 $78 $133 $283
STI Mid-Cap Equity $29 $90 $153 $322
STI Quality Growth Stock $31 $95 $161 $337
STI Small Cap Value Equity $30 $92 $156 $327
STI Value Income Stock $27 $84 $143 $303
Templeton Global Income Securities
-- Class 2 $27 $82 $141 $298
Templeton Growth Securities -- Class 2 $29 $89 $152 $320
</TABLE>
Page 27: Replace the definition of "(c)" in the withdrawal adjustment formula
under Enhanced Death Benefit A with the following:
(c) = is the most recently calculated Enhanced Death
Benefit A.
Page 27: Replace "80th birthday" with "85th birthday" in the last sentence under
Enhanced Death Benefit A to indicate that Anniversary Values will be calculated
for each Contract Anniversary through the Contract owner's (or Annuitant's) age
85.
Page 27: Replace the definition of "(c)" in the withdrawal adjustment formula
under Enhanced Death Benefit B with the following:
(c) = is the most recently calculated Enhanced Death
Benefit B.
Page 28: Add the following after the third paragraph under "Enhanced Death and
Income Benefit Combination Rider II":
This minimum amount is used solely for the purpose of calculating the
guaranteed income benefit under this Rider ("guaranteed income
benefit") and does not provide a Contract Value or guarantee
performance of any investment option.
The guaranteed income benefit amount is determined by applying the
enhanced income benefit amount less any applicable taxes to the
guaranteed rates for the Income Plan you elect. The Income Plan you
elect must satisfy the conditions described below.
Page 28: Replace the second bullet in the first paragraph under "Enhanced Death
and Income Benefit Combination Rider II" with the following:
o occurs during the 30 day period following a Contract Anniversary
Page 28: Replace the following sentence in the second paragraph under "Enhanced
Death and Income Benefit Combination Rider II":
On the Payout Start Date, you may apply the greater of the Contract Value or
the enhanced income benefit to the Payout Phase of the Contract.
with the following sentence:
The income payment will be the greater of the guaranteed income benefit and the
income payment provided in the Payout Phase section.
Page 28: Add the following to the last paragraph under "Enhanced Death and
Income Benefit Combination Rider II":
The enhanced income benefit will only apply if you elect to receive
fixed amount income payments.
<PAGE>
PART C
Part C is hereby amended to include the following exhibits:
Item 24(b). EXHIBITS
(4)(c) Form of Contract Riders
(9)(e) Opinion and Consent of Counsel
(99) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta,
Kevin R. Slawin, Margaret G. Dyer, Marla G. Friedman, John C. Lounds,
J. Kevin McCarthy, Casey J. Sylla, Samuel H. Pilch and Steven C. Verney
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement, as amended, to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
Township of Northfield, State of Illinois, on the 5th day of July, 2000.
GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
(REGISTRANT)
BY: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
By: /s/MICHAEL J. VELOTTA
-----------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
As required by the Securities Act of 1933, this Registration Statement, as
amended, has been duly signed below by the following Directors and Officers of
Glenbrook Life and Annuity Company on the 5th day of July, 2000.
*/THOMAS J. WILSON, II President and Chief Operating Officer
----------------------
Thomas J. Wilson, II
/s/MICHAEL J. VELOTTA Vice President, Secretary, General Counsel
---------------------- and Director
Michael J. Velotta
*/KEVIN R. SLAWIN Vice President
------------------ (Principal Financial Officer)
Kevin R. Slawin
*/MARGARET G. DYER Director
-------------------
Margaret G. Dyer
*/MARLA G. FRIEDMAN Vice President and Director
-------------------
Marla G. Friedman
*/JOHN C. LOUNDS Director
------------------
John C. Lounds
*/STEVEN C. VERNEY Director
-------------------
Steven C. Verney
*/J. KEVIN MCCARTHY Director
-------------------
J. Kevin McCarthy
*/CASEY J. SYLLA Chief Investment Officer and
----------------- Director
Casey J. Sylla
*/SAMUEL H. PILCH Controller
---------------------- (Principal Accounting Officer)
Samuel H. Pilch
*/ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith.
<PAGE>
EXHIBIT LIST
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
(4)(c) Form of Contract Riders
(9)(f) Opinion and Consent of Counsel
(99) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta,
Kevin R. Slawin, Margaret G. Dyer, Marla G. Friedman, John C. Lounds,
J. Kevin McCarthy, Casey J. Sylla, Samuel H. Pilch and Steven C. Verney
