No. 811-08235
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M
N-8B-2
Glenbrook Life Variable Life Separate Account B
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.)
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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 B (hereinafter referred to as the
"Variable Account"). The Variable Account is
not a separate legal entity and therefore
does not have an Employer Identification
Number ("EIN") separate from that of its
depositor, Glenbrook Life Insurance Company.
(b) Furnish title of each class or series of securities
issued by the trust.
Individual and group flexible premium
variable universal 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 Insurance Company (hereinafter
referred to as the "Company" and/or "Depositor", 3100
Sanders Road, J5B, Glenbrook, Illinois 60062. Its
EIN is 35- .
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.
<PAGE>
("ALFS"), whereby ALFS will serve as the principal
underwriter. The principal business address of ALFS
is 3100 Sanders Road, J5B, Glenbrook, Illinois. See
also Exhibit D, to this From N-8B-2, under
"Distribution of the Contracts". Exhibit D 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.
The Variable Account was established under
Illinois law pursuant to a resolution of the
Board of Directors of the Company on May
1, 1997. 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.
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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
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.
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(c) The rights of security holders with respect to
withdrawal or redemption.
See Exhibit D under the captions "Contract
Benefits and Rights" and "Other Matters".
Exhibit D is incorporated herein by reference.
(d) The rights of security holders with respect to
conversion, transfer, partial redemption, and
similar matters.
See Exhibit D under the captions "Contract
Benefits and Rights" and "Other Matters".
Exhibit D 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 Exhibit D under the caption "Contract
Benefits and Rights - Lapse and
Reinstatement". Exhibit D 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
persons to the trust.
See Exhibit D under the caption "Other
Matters - Voting Rights". Exhibit D is
incorporated herein by reference.
(g) Whether security holders must be given notice of
any change in:
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(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.
<PAGE>
(3) the provisions of any indenture or agreement
of the trust.
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 Exhibit D under the captions
"The Contract - Application for a
Contract", "Contract Benefits and
Rights", and "Other Matters".
Exhibit D 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 Exhibit D under the caption "The
Variable Account - Funds" for
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information concerning the types of securities in
which the Variable Account will invest. Exhibit D 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 Exhibit D under the caption "The
Variable Account" for information concerning
the types of securities in which the
Variable Account will invest. Exhibit D is
incorporated herein by reference.
(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:
<PAGE>
(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
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
<PAGE>
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 Exhibit D under the captions "Deductions
and Charges", "Distribution of the
Contracts", and "Federal Tax Considerations"
for response to Items 13(a) - (g). Exhibit D
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 Exhibit D under the captions "The Contract
Application for a Contract", "Premiums" and
"Allocation of Premiums". Exhibit D 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.
See Exhibit D under the captions "The Contract
Premiums" and "Allocation of Premiums". Exhibit D 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.
<PAGE>
See Exhibit D under the captions "The Variable
Account - Funds", and "The Contract - Allocation of
Premiums". Exhibit D 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 cancelled or may be resold.
Once a Contract is fully surrendered, it is
cancelled 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.
<PAGE>
(c) If any reserves or special funds are created out of
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.
<PAGE>
See Exhibit D under the caption "Other Matters
Statements to Contract Owners". Exhibit D 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.
(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.
<PAGE>
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 Exhibit D under the caption "Contract
Benefits and Rights - Contract Loans".
Exhibit D 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
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 Exhibit D under the caption "Contract
Benefits and Rights - Contract Loans".
Exhibit D is incorporated herein by reference.
<PAGE>
(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 Exhibit D under
"Additional Information About the Company". The
officers and employees of ALFS are also covered under
a stock brokers blanket bond. See Exhibit D under
"Distribution of the Contracts". Exhibit D is
incorporated herein by reference.
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 Exhibit D under the caption "Contract Benefits
and Rights - Transfer of Account Value" and "Other
Matters". Exhibit D is incorporated herein by
reference.
<PAGE>
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 Exhibit D under the caption "The Company".
Exhibit D 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
the nature of the depositor's activities herewith. If
<PAGE>
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 Exhibit D under the caption "The
Company" and "Additional Information About
the Company". Exhibit D 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.
<PAGE>
See Exhibit D under the caption "Executive
Officers and Directors of the Company".
Exhibit D 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:
i. Name and principal business address;
ii. Nature of business; and
iii. Ownership of all securities of the depositor.
See Exhibit D under the caption "The Company" and
"Additional Information about the Company". Exhibit
D, 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
<PAGE>
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.
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 statements 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)
<PAGE>
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 in which it has been approved to sell
insurance.
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
<PAGE>
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.
<PAGE>
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, the
distribution agreement 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 Exhibit D under
"Distribution of the Contracts". Exhibit D
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.
<PAGE>
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
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
<PAGE>
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.
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.
<PAGE>
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 purposes
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
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.
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.
<PAGE>
(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
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
<PAGE>
(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 variations in withdrawal
charges are responsive to this item, see
Exhibit D under "Deduction and Charges -
<PAGE>
Withdrawal Charge" and "Contract Benefits and
Rights - Confinement Waiver Benefit," Exhibit
D 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:
(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).
<PAGE>
(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 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)
<PAGE>
(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
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.
<PAGE>
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.
<PAGE>
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 flexible premium variable
universal life insurance contract 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 Exhibit D under the caption "Contract
Benefits and Rights". Exhibit D 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
Exhibit D under the captions "The Contract
Premiums" and "Federal Tax Considerations
Modified Document Contracts". Exhibit D 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
<PAGE>
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
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
<PAGE>
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 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:
<PAGE>
(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.
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.
<PAGE>
(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
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.
<PAGE>
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) Resolution of the Board of Directors of the Company
authorizing establishment of the Variable Account.**
(2) Not applicable.
(3) (a) Form of Underwriting Agreement*
<PAGE>
(b) Form of Dealer Agreement*
(c) Schedule of Sales Commissions*
(4) Not applicable.
(5) Modified Single Premium Variable Life Insurance
Contract**
(6) Articles of Incorporation and By-Laws of the
Company**
(7) Not applicable.
(8) Fund Participation Agreement*
(9) Not applicable.
(10) Application form*
(11) Consent of Independent Accountants*
(12) Opinion and Consent of Counsel*
(13) Actuarial Opinion and Consent*
(14) Actuarial basis of payment and cash value adjustment
pursuant to Rule 6e-3(T)(b)(13)(v)(B)*
(15) Procedures Memorandum pursuant to Rule
6e-3(T)(b)(12)(iii)*
* Exhibits to 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, and which will at that point be
incorporated herein by reference.
** Incorporated herein by reference from the registration
statement for the Variable Account on Form S-6.
<PAGE>
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
D. Registration Statement of Glenbrook Life Variable Life
Separate Account B on Form S-6, incorporated herein by
reference.
<PAGE>
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 Township of Northfield and State of
Illinois on the 29th day of May 1997.
GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B
(Name of Registrant)
By: GLENBROOK LIFE INSURANCE COMPANY
(Name of Depositor)
By: /s/Michael J. Velotta
-------------------------
Michael J. Velotta
Vice President, Secretary and General Counsel
(SEAL)
Attest: /s/Brenda D. Sneed
------------------------
Brenda D. Sneed
Assistant Secretary and Assistant General Counsel
