GLENBROOK LIFE SCUDDER VARIABLE ACCOUNT A
485APOS, 2000-10-02
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As filed with the Securities and Exchange Commission on October 2, 2000.
------------------------------------------------------------------------------

                                       File Nos.       333-60337
                                                       811-08911

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         POST-EFFECTIVE AMENDMENT NO. 4    /X/

                                     AND/OR

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

                                AMENDMENT NO. 4      /X/

                     GLENBROOK LIFE SCUDDER VARIABLE ACCOUNT (A)
                           (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:

RICHARD T. CHOI, ESQUIRE                           TERRY R. YOUNG, ESQUIRE
FREEDMAN, LEVY, KROLL & SIMONDS                    ALFS, INC.
1050 CONNECTICUT AVENUE, N.W.                      3100 SANDERS ROAD, SUITE J5B
SUITE 825                                          NORTHBROOK, IL 60062
WASHINGTON, D.C. 20036-5366



            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
Scudder Variable Account (A) under Deferred Variable Annuity Contracts.

<PAGE>



                                Explanatory Note

Registrant is filing this  post-effective  amendment  ("Amendment") for the sole
purpose of amending the registration statement to reflect the reservation of the
right  to   restrict   transfers   among   variable   sub-accounts   in  certain
circumstances.  The Amendment is not intended to amend or delete any part of the
registration statement, except as specifically noted herein.

<PAGE>

PART A

Each prospectus contained in the registration statement is amended as follows:

1. The section entitled "Investment  Alternatives:  Transfers" shall include the
following disclosure:


EXCESSIVE TRADING LIMITS

For  Contracts  issued on or after  December 1, 2000,  in any Contract  Year, we
reserve the right to limit  transfers  among the  Variable  Sub-Accounts,  or to
refuse any Variable Sub-Account transfer request, if:

     o we  believe,  in our sole  discretion,  that  excessive  trading  by such
     Contract  owner or  owners,  or a  specific  transfer  request  or group of
     transfer  requests,  may have a detrimental effect on the Accumulation Unit
     Values of any Variable Sub-Account or the share prices of the corresponding
     Funds or would be to the disadvantage of other Contract owners; or

     o we are  informed  by one or more of the  corresponding  Funds  that  they
     intend to restrict the  purchase or  redemption  of Fund shares  because of
     excessive  trading or because  they  believe  that a specific  transfer  or
     groups of transfers  would have a detrimental  effect on the prices of Fund
     shares.

We may apply the  restrictions  in any  manner  reasonably  designed  to prevent
transfers that we consider disadvantageous to other Contract owners.

<PAGE>

                                     PART C
                                    -------

Part C is hereby amended to include the following exhibits:

Item 24(b). EXHIBITS

(4)(a)  Form of Contract Rider

(9)(b)  Opinion and Consent of General Counsel

(10)(b) Consent of Attorneys

(15)(g) Powers of Attorney for Thomas J. Wilson,  II, Michael J. Velotta,
        Margaret Dyer, Marla Friedman,  John C. Lounds, J. Kevin McCarthy,
        Samuel H. Pilch, Kevin R. Slawin, 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 27th day of September, 2000.

                      GLENBROOK LIFE SCUDDER VARIABLE ACCOUNT (A)
                                  (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 27th day of September, 2000.

*/THOMAS J. WILSON, II               President, Chief Executive Officer
------------------------                  and Director
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

*/SAMUEL H. PILCH                    Vice President and Controller
-----------------------             (Principal Accounting Officer)
Samuel H. Pilch


*/By Michael J. Velotta, pursuant to Power of Attorney filed herewith.


<PAGE>

                                  EXHIBIT LIST

The following exhibit is filed herewith:

EXHIBIT NO.                DESCRIPTION

(4)(a)  Form of Contract Rider

(9)(b)  Opinion and Consent of General Counsel

(10)(b) Consent of Attorneys

(15)(g) Powers of Attorney for Thomas J. Wilson,  II, Michael J. Velotta,
        Margaret Dyer, Marla Friedman,  John C. Lounds, J. Kevin McCarthy,
        Samuel H. Pilch, Kevin R. Slawin, and Steven C. Verney



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