As filed with the Securities and Exchange Commission on April 30, 1999
Registration Nos. 033-54116
and 811-5649
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - -------------------------------------------------------------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. ____ / /
Post -Effective Amendment No. 10 /X/
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 23 /X/
INTRAMERICA VARIABLE
ANNUITY ACCOUNT
(Exact Name of Registrant)
Intramerica Life Insurance Company
(Name of Depositor)
9 Ramland Road Orangeburg, New York 10962
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (800) 833-0194
Name and Address of Agent for Service: Copy to:
Richard G. Petitt Stephen E. Roth, Esq.
Intramerica Life Insurance Company Sutherland Asbill & Brennan LLP
9 Ramland Road 1275 Pennsylvania Avenue, N.W.
Orangeburg, New York 10962 Washington, D.C. 20004-2415
Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement
- - -------------------------------------------------------------------------------
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ On May 1, 1999, pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / On __________, pursuant to paragraph (a) of Rule 485
Title of Securities Being Registered:
Units of Interest in the Separate Account under flexible payment deferred
variable annuity contracts.
<PAGE>
Scudder Horizon Plan
Prospectus May 1, 1999
A No-Load Flexible Premium Deferred Variable Annuity
offered by
Intramerica Life Insurance Company
through the
Intramerica Variable Annuity Account
This prospectus describes the Scudder Horizon Plan Contract ("Contract"). The
Contract investment alternatives -- a general account (paying a guaranteed
minimum fixed rate of interest) and 7 subaccounts of the Intramerica Variable
Annuity Account. Money you direct to a subaccount is invested exclusively in a
single portfolio of the Scudder Variable Life Investment Fund. The 7 mutual fund
portfolios we offer through the subaccounts under this Contract are:
Scudder Variable Life Investment Fund
o Money Market Portfolio
o Bond Portfolio
o Capital Growth Portfolio
o Balanced Portfolio
o Growth and Income Portfolio
o International Portfolio
o Global Discovery Portfolio
Variable annuity contracts involve certain risks, including possible loss of
principal.
o The investment performance of the portfolios in which the subaccounts
invest will vary.
o We do not guarantee how any of the portfolios will perform.
o The Contract is not a deposit or obligation of any bank, and no bank
endorses or guarantees the contract.
o Neither the U.S. Government nor any federal agency insures your investment
in the Contract.
Please read this prospectus carefully before investing, and keep it for future
reference. It contains important information about the Scudder Horizon Plan
variable annuity contract.
<PAGE>
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
The Contract is designed to aid you in long-term financial planning.
To learn more about the Contract, you may want to look at the Statement of
Additional Information dated May 1, 1999, (the "SAI"). For a free copy of the
SAI, contact us at:
Scudder Horizon Plan
Customer Service Center
8301 Maryland Ave.
St. Louis, MO 63105
(800) 833-0194
Intramerica has filed the SAI with the U.S. Securities and Exchange Commission
(the "SEC") and has incorporated it by reference into this prospectus. The SAI's
table of contents appears at the end of this prospectus.
The SEC maintains an Internet website (http://www.sec.gov) that contains the
SAI, material incorporated by reference, and other information. You may also
read and copy any of these documents at the SEC's public reference room in
Washington, D.C. Please call 1-800-SEC-0330 for further information on the
operation of the public reference room.
<PAGE>
Table of Contents
Definitions..............................................................1
Summary..................................................................4
Fee Table................................................................9
Example............................................................10
Financial Statements...............................................11
Calculation of Yields and Total Returns.................................12
Other Performance Data..................................................13
Intramerica and the Variable Account....................................14
Intramerica Life Insurance Company.................................14
Purchase Agreement with Allstate...................................14
Intramerica Variable Annuity Account...............................14
Services Agreements with Allstate..................................15
Scudder Variable Life Investment Fund...................................16
Addition, Deletion, or Substitution of Investments.................17
The Contract............................................................18
Contract Application and Issuing the Contract......................19
Examination Period.................................................19
Return of Premium Plus or Minus Investment Experience..........20
Payments...........................................................20
Initial Payment................................................20
Additional Payments............................................21
Automatic Investment Plan......................................21
Limitations on Payments........................................21
Allocating Payments................................................22
Transfers..........................................................23
Asset Rebalancing Option.......................................23
Dollar Cost Averaging..........................................25
Account Value......................................................26
Unit Value.....................................................27
Investment Experience Factor...................................28
Contract Ownership.................................................28
Assignment of Contract.............................................29
Access to Your Money....................................................30
Full and Partial Surrenders........................................30
Systematic Withdrawals.........................................31
Annuity Payments...................................................32
Annuity Income Options.............................................33
Maturity Date......................................................35
Death Benefit......................................................36
Beneficiary Provisions.............................................36
Death of Owner.....................................................37
Employment-Related Benefit Plans...................................37
Charges and Deductions..................................................37
Mortality and Expense Risk Charge..................................38
Contract Administration Charge.....................................39
Records Maintenance Charge.........................................39
Premium Taxes......................................................40
Other Taxes........................................................40
Transfer Charges...................................................40
Portfolio Charges..................................................40
Certain Federal Income Tax Consequences.................................40
Tax Status of the Contract.........................................41
Taxation of Nonqualified Contracts.................................41
Diversification Requirements...................................41
Owner Control..................................................41
Required Distributions.........................................42
Non-Natural Person.............................................42
Withdrawals....................................................42
Penalty Tax on Certain Withdrawals.............................43
Annuity Payments...............................................43
Taxation of Death Benefit Proceeds.............................43
Transfers, Assignments or Exchanges of a Contract..............44
Withholding....................................................44
Multiple Contracts.............................................44
Taxation of Qualified Contracts....................................44
Other Tax Issues...............................................45
Our Income Taxes...................................................45
Possible Tax Law Changes...........................................46
General Provisions......................................................46
The Contract.......................................................46
Delay of Payment and Transfers.....................................46
Contract Expiration................................................47
Misstatement of Age or Sex.........................................47
Nonparticipating Contract..........................................47
Notices and Inquiries..............................................48
Records and Reports................................................48
Year 2000 Disclosure...............................................48
Services Agreement......................................................49
Distribution of the Contract............................................49
The General Account.....................................................50
Voting Rights...........................................................52
Legal Proceedings.......................................................53
Additional Information..................................................53
Table of Contents for Statement of Additional Information...............54
Condensed Financial Information........................................A-1
This Contract is available only in the State of New York.
<PAGE>
Definitions
account value -- Your Contract's total value in the subaccounts and the
general account. The Contract refers to account value as "Accumulated Value."
age -- The annuitant's age on his or her birthday nearest to the Contract
Anniversary.
annuitant -- The person whose life is used to determine the duration and
amount of any annuity payments. If the annuitant dies before the Maturity Date,
then we will pay a death benefit.
annuity payments -- After the Maturity Date, we promise to pay you an
income in the form of regular fixed annuity payments. The amount of the annuity
payments depends on the amount of money you accumulate in the Contract before
the Maturity Date and on the annuity income option you choose.
beneficiary -- The person(s) you select to receive the benefits of the
Contract if no Owner is living.
Contract Date --The date listed in the Contract that we use to determine
Contract years, Contract months, and Contract anniversaries. The Contract Date
is usually the same date as the Effective Date.
death benefit -- An amount we pay if the annuitant dies before the Maturity
Date. The death benefit is the greater of the account value or the Guaranteed
Death Benefit.
Declaration Period -- A period of time between 1 and 5 3 years during which
we will credit specified rates of interest on payments you allocate to the
general account.
Effective Date -- A date within two business days after we have received a
completed application and the full initial payment.
<PAGE>
Fund -- The Scudder Variable Life Investment Fund, an open-end, diversified
management investment company in which the subaccounts invest.
general account -- The account containing all of Intramerica's assets,
other than those held in its separate accounts.
Guaranteed Death Benefit -- The sum of the payments you made, less any
partial surrenders.
Home Office -- The principal office of Intramerica, located at 9 Ramland
Road, Orangeburg, New York 10962.
joint annuitant -- If you select annuity income option 2, then you may
designate a joint annuitant. We will use the joint annuitant's life, in addition
to the annuitant's life, to determine the duration of the annuity payments.
joint owner -- A person sharing the privileges of ownership as stated in
the Contract. If a joint owner is named, then Intramerica will presume ownership
to be as joint tenants with right of survivorship.
Maturity Date -- The date on which we will begin to pay annuity payments if
the annuitant is living.
monthly anniversary -- The same date in each month as the Contract Date.
net payment -- A payment less any applicable premium taxes.
Nonqualified Contract -- A Contract other than a Qualified Contract.
Owner (you, your) -- The person having the privileges of ownership stated
in the Contract, including the right to receive annuity payments if the
annuitant is living on the Maturity Date and the Contract is in force.
<PAGE>
portfolio -- A separate investment portfolio of the Fund in which a
subaccount of the Variable Account invests.
Proof of Death -- One of the following: (i) a certified copy of a death
certificate, (ii) a copy of a certified decree of a court of competent
jurisdiction as to the finding of death, or (iii) any other proof satisfactory
to Intramerica.
Qualified Contract -- A Contract issued in connection with a retirement
plan that qualifies for special Federal income tax treatment.
subaccount -- An investment division of the Variable Account. Each
subaccount invests exclusively in a single portfolio of the Fund.
Unit Value -- The value of each unit of a subaccount. It is calculated each
Valuation Period. It is similar to the net asset value of a mutual fund.
Valuation Date -- Each day on which we value the assets in the subaccounts,
which is each day on which the New York Stock Exchange is open for trading. We
are open for business on each day the NYSE is open.
Valuation Period -- The period that begins at the close of one Valuation
Date and ends at the close of the next Valuation Date.
Variable Account -- Intramerica Variable Annuity Account, a separate
account composed of subaccounts which we established to receive and invest the
portion of net payments under the Contract that you do not allocate to our
general account.
we, us, our, Intramerica, the Company: Intramerica Life Insurance Company.
<PAGE>
Summary
This summary answers certain basic questions you may have about the
Contract. More detailed information about the Contract appears later in this
Prospectus. Please read this Prospectus carefully.
1. Why should I purchase this Contract?
The Contract provides a way for you to invest on a tax-deferred basis in
the subaccounts of the Variable Account and in the general account. The Contract
is designed to enable you to accumulate money for retirement and other long-term
investment purposes. "Tax-deferred" means that earnings and appreciation on the
assets in your Contract are not taxed until you take money out by a full or
partial cash surrender or by annuitizing the Contract, or until we pay the death
benefit.
2. How can I purchase the Contract?
You may purchase the Contract from us (Intramerica Life Insurance Company)
for a minimum payment of $2,500 ($2,000 for an IRA). We do not deduct a
commission or sales charge from any payment you make. You may make additional
payments under the Contract, subject to certain conditions. Send your payments
to:
Scudder Horizon Plan
Customer Service Center
8301 Maryland Avenue
St. Louis, Missouri 63105
3. Can I use this Contract as an IRA?
Yes, the Contract is available to most individuals who wish to purchase an
IRA. It is also available to certain retirement plans and retirement accounts
that qualify for special Federal income tax treatment. We require that if you
desire to invest monies that qualify for different annuity tax treatment, then
you must purchase separate Contracts.
<PAGE>
4. What annuity benefits are offered under the Contract?
The Contract allows you to receive fixed annuity payments under one of
three annuity income options. Annuity payments begin after the Maturity Date
provided the annuitant is living. The three annuity income options currently
available are: (i) life annuity with installment refund; (ii) joint and survivor
life annuity with installment refund; and (iii) installments for life.
Other annuity income options may be available on the Maturity Date. The
dollar amount of each annuity payment will be fixed on the Maturity Date and
guaranteed by us.
5. What investments are available under the Contract?
You may invest your money in any of the following portfolios of the Scudder
Variable Life Investment Fund by directing your payments into the corresponding
subaccounts:
o Money Market o Bond
o Capital Growth o Balanced
o Growth and Income o International
o Global Discovery
Each subaccount invests in Class A shares of its corresponding portfolio.
The assets of each portfolio are held separately from the assets of other
portfolios and each has separate investment objectives and policies. The
attached prospectus for the Fund more fully describes the portfolios. Scudder
Kemper Investments Inc. is the investment adviser for the portfolios.
Your investment in the subaccounts will fluctuate daily based on the
investment results of the portfolios in which you invest, and on the fees and
charges deducted. You bear the investment risk for amounts you invest in the
subaccounts.
<PAGE>
6. What fixed rate options are available under the Contract?
You may allocate funds to the general account and receive a specified rate
of return. We will credit interest to your payments for the length of the
Declaration Period you choose at a guaranteed rate we specify in advance. We
offer Declaration Periods of 1 and 3 years. At the end of the Declaration
Period, you have the option to move funds into any available subaccount or into
another Declaration Period that has a new specified rate of interest that we
guarantee will be no less than 3.5%.
We guarantee interest, as well as principal, on money placed in the general
account.
7. What is the purpose of the Variable Account?
We established the Variable Account to invest the payments we receive under
our variable annuities, including this Contract. The Variable Account is divided
into subaccounts. Each subaccount invests exclusively in a portfolio of the
Fund. Under New York law, the assets in the Variable Account associated with the
Contract generally are not chargeable with the liabilities arising out of any
other business we conduct.
8. Can I transfer assets within the Contract?
Yes. You have the flexibility to transfer assets within the Contract. You
may transfer amounts among the subaccounts and from the subaccounts to the
general account at any time. You may also transfer amounts from the general
account to the subaccounts or within the general account at the end of a
Declaration Period.
We do not impose a charge for any transfers. In the future, we may
impose a transfer charge of $20 for the third and subsequent transfer requests
made during a Contract Year.
<PAGE>
9. What are my expenses under the Contract?
On each Valuation Date, we deduct an administrative fee at an annual rate
of .30%, and a mortality and expense fee at an annual rate of .40%, from the
amount you have invested in each subaccount. These charges are not deducted from
the general account. We do not charge an annual maintenance fee, although the
Contract permits us to deduct a maximum fee of $40 in the future.
Currently, we do not pay a premium tax under New York law. We reserve the
right to deduct any premium taxes payable in respect of any future payments.
We do not deduct any surrender charges on full or partial surrenders.
The portfolios also deduct investment charges from amounts you have
invested in the portfolios through the subaccounts. These charges range from
0.44% to 1.72% annually, depending on the portfolio. See the prospectus for the
Fund and the Fee Table in this Prospectus.
10. Do I have access to my money in the Contract?
Yes. You may make a full or partial surrender of the Contract at any time
before the Maturity Date or the annuitant's death. No surrender charges apply.
For Qualified Contracts issued under Code Section 403(b), certain
restrictions will apply. You may also have to pay Federal income taxes and a
penalty tax on any money you take out of the Contract.
11. What is the death benefit?
If the annuitant dies before the Maturity Date, we pay you, the owner, the
greater of the account value or the Guaranteed Death Benefit. If the owner of a
Nonqualified Contract dies before the Maturity Date and before the annuitant's
death, then we will pay the account value in a lump sum to the joint owner no
later than 5 years following the owner's death (if there is no joint owner, then
we will pay the beneficiary).
<PAGE>
12. What are the Federal income tax consequences of investing in the Contract?
The Contract's earnings are generally not taxed until you take them out.
For Federal tax purposes, if you take money out before the Maturity Date,
earnings come out first and are taxed as income. If you are younger than 592
when you take money out, you may be charged a 10% Federal penalty tax on the
earnings. The annuity payments you receive after the Maturity Date are
considered partly a return of your original investment; that part of each
payment is not taxable as income. Different tax consequences may apply for a
Contract used in connection with a qualified plan.
13. Can the Contract be returned after I receive it?
Yes. You may return the Contract for a refund by returning the Contract to
our home office within 30 days after you receive it. The amount of the refund,
will generally be the initial payment, plus (or minus) gains (or losses) from
investing the payment in the subaccounts you selected on your application, plus
interest earned on amounts you allocated to the general account.
<PAGE>
Fee Table
This Fee Table illustrates the current charges and deductions under the
Contract, as well as the Fund's fees and expenses for the 1998 calendar year.
The purpose of this table is to assist you in understanding the various cost and
expenses that you will bear directly and indirectly. The Fund has provided the
information pertaining to the Fund.
Contract Owner Transaction Expenses
Sales Load Imposed on Payments None
Deferred Sales Load None
Surrender Fee None
Transfer Charge (transfers made between subaccounts
and/or to the general account during a Contract Year) None
Annual Records Maintenance Charge None
Variable Account Annual Expenses (as a percentage of your
average net assets in the Variable Account)
Mortality and Expense Risk Charge 0.40%
Contract Administration Charge 0.30%
-----
Total Variable Account Annual Expenses 0.70%
Scudder Variable Life Investment Fund Annual Expenses
(as a percentage of average net assets for the 1998 calendar year)
Management Total
Fees Expenses
After Fee Other After Fee
Portfolio Waiver* Expenses Waiver*
- - --------- --------- -------- ---------
Money Market 0.37% 0.07% 0.44%
Bond 0.48% 0.09% 0.57%
Capital Growth 0.46% 0.04% 0.50%
Balanced 0.48% 0.08% 0.56%
Growth and Income 0.47% 0.09% 0.56%
International 0.87% 0.17% 1.04%
Global Discovery* 0.91% 0.81% 1.72%
* Until April 30, 1998, Scudder Kemper (the Adviser) agreed to waive a portion
of its management fee to the extent necessary to limit the expenses of the
Global Discovery Portfolio to 1.50% of average daily net assets. As a result,
actual 1998 expenses without giving effect to the expense limitation were:
management fee 0.97% and total expenses 1.78%.
<PAGE>
Example
The following example illustrates the expenses that you would pay on a $1,000
investment, assuming 5% annual return on assets, if you continued the Contract,
surrendered or annuitized at the end of each period:
Subaccount 1 Year 3 Years 5 Years 10 Years
- - ---------- ------ ------- ------- --------
Money Market $12 $36 $63 $139
Bond $13 $40 $70 $153
Capital Growth $12 $38 $66 $145
Balanced $13 $40 $69 $152
Growth and Income $13 $40 $69 $152
International $18 $55 $94 $205
Global Discovery $25 $75 $129 $276
The fee table and example above are based upon the current level of charges
deducted under the Contract. In the future, we may increase the Mortality and
Expense Risk Charge to .70% per year, establish a Records Maintenance Charge of
up to $40 per year and impose a transfer charge of $20 for the third and each
subsequent transfer request made during a Contract Year. We currently have no
intention of changing our charges.
Neither the fee table nor the example reflects the deduction of any premium
tax.
You should not consider this example to represent past or future expenses,
performance or return. Actual expenses may be greater or less than those shown.
The assumed 5% annual return is hypothetical. Past or future annual returns may
be greater or less than the assumed return.
A financial history of each subaccount is included in Appendix A at the
back of this Prospectus.
<PAGE>
Financial Statements
The financial statements of Intramerica and the Variable Account are
included in the SAI.
Calculation of Yields and Total Returns
We may periodically advertise yields and average annual total returns for
the subaccounts and the portfolios. These figures will be based on historical
earnings and are not intended to indicate future performance.
Yields and standard total returns include all charges and expenses you
would pay under the Contract -- the mortality and expense risk charge (0.40%)
and the administrative expense charge (0.30%).
The yield of the Money Market subaccount refers to the annualized
investment income that an investment in the subaccount generates over a
specified seven-day period. The effective yield of the Money Market subaccount
is calculated in a similar way but, when annualized, we assume that the income
earned by the investment has been reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of the assumed
reinvestment.
The yield of a subaccount (except the Money Market subaccount) refers to
the annualized income that an investment in the subaccount generates over a
specified thirty-day period.
The average annual total return of a subaccount assumes that an investment
has been held in the subaccount for certain periods of time including the period
measured from the date the subaccount began operations. We will provide the
average annual total return for each subaccount that has been in operation for
1, 5, and 10 years. The total return quotations will represent the average
annual compounded rates of return that an initial investment of $1,000 would
earn as of the last day of the 1, 5 and 10 year periods.
The yield and total return calculations are not reduced by any premium
taxes. Applying premium taxes will reduce the yield and total return of a
Contract.
<PAGE>
For additional information regarding yield and total return calculations,
please refer to the SAI.
Other Performance Data
We may disclose other performance data, such as cumulative total return and
nonstandard total returns. This means that the data may be presented for
different time periods and different dollar amounts.
We may also present historic performance data for the portfolios since
their inception that is reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance data includes data that precedes
the inception dates of the subaccounts, but is designed to show the performance
that would have resulted if the Contract had been available during that time.
We will only disclose non-standard performance data if we also disclose the
standard performance data. For additional information regarding the calculation
of other performance data, please refer to the SAI.
Advertising, sales literature, and other communications may compare the
expense and performance data for the Contract and each subaccount with other
variable annuities tracked by independent services such as Lipper Analytical
Services, Inc., Morningstar and the Variable Annuity Research Data Service.
These services monitor and rank the performance and expenses of variable annuity
issuers on an industry-wide basis. We may also make comparisons using other
indices that measure performance, such as Standard & Poor's 500 Composite or the
Dow Jones Industrial Average. Unmanaged indices may assume reinvestment of
dividends but do not deduct administrative and management costs and expenses.
<PAGE>
We may report other information including the effect of tax-deferred
compounding on a subaccount's returns, illustrated by tables, graphs, or charts.
Tax-deferred compounding can lead to substantial long-term accumulation of
assets, if the portfolio's investment experience is positive. Sales literature,
advertisements or other reports may refer to A.M. Best's rating of Intramerica
as an insurance company.
Intramerica and the Variable Account
Intramerica Life Insurance Company
Intramerica is a stock life insurance company incorporated under the laws
of the State of New York on March 24, 1966. Intramerica, with assets of $136
million as of December 31, 1998, principally engages in the offering of
insurance products. Intramerica offers graded death benefit life insurance; this
business has been reinsured by Conseco Life Insurance Company of New York. We
are authorized to conduct business in New York and New Jersey. Our principal
offices are located at: 9 Ramland Road, Orangeburg, New York 10962, (800)
833-0194.
Intramerica is currently a wholly owned subsidiary of Leucadia National
Corporation ("Leucadia"), a New York corporation.
Purchase Agreement with Allstate
On December 21, 1998, Allstate Life Insurance Company ("Allstate")
announced that it has entered into an agreement with Leucadia to purchase
Intramerica. The transaction is subject to regulatory approvals and is expected
to close before July 1, 1999.
CNL, Inc. ("CNL") is the principal underwriter of the Contract. On
September 2, 1998, Leucadia, then sole owner of all of the stock of CNL, sold
all of its CNL stock to Allstate.
<PAGE>
Intramerica Variable Annuity Account
First Charter Life Insurance Company established the Variable Account as a
separate investment account under the laws of the State of New York on June 8,
1988. It became a separate investment account of Intramerica on November 1, 1992
when First Charter was merged into Intramerica. The name of the Variable Account
was changed to "Intramerica Variable Annuity Account" at that time. The Variable
Account receives and invests the payments under the Contracts. We may offer
other variable annuities for which the Variable Account may receive and invest
payments.
Under New York law, the assets of the Variable Account are our property.
Assets of the Variable Account attributable to the Contract generally are not
chargeable with liabilities arising out of any other business we may conduct.
However, assets of the Variable Account will be available to cover the
liabilities of our general account to the extent that Variable Account assets
exceed its liabilities arising under the variable annuity contracts it supports.
The obligations under the Contracts are obligations of Intramerica.
The Variable Account is divided into subaccounts. Each subaccount invests
exclusively in shares of one of the Fund's portfolios. Income, gains and losses
from the assets of each subaccount are credited to or charged against such
subaccount without regard to income, gains or losses of any other subaccount or
income, gains, or losses arising out of any other business we may conduct.
The Variable Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the 1940 Act and meets the
definition of a "separate account" under the Federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices or policies of the Variable Account or Intramerica by the
SEC.
<PAGE>
Services Agreements with Allstate
On September 2, 1998, Intramerica and Leucadia entered into a coinsurance
agreement with Allstate Life Insurance Company of New York ("Allstate-NY")
reinsuring 25% of Intramerica's rights, liabilities and obligations with respect
to the Variable Account under the Contracts. On the same date, Intramerica and
Allstate-NY entered into an administrative services agreement under which
Allstate-NY or an affiliate will administer the Contracts. Neither of these
agreements will change the fact that Intramerica is primarily liable to you
under your Contract. At this time there have been no changes to the address or
phone numbers that you are currently using.
Scudder Variable Life Investment Fund
The Variable Account invests exclusively in shares of the Scudder Variable
Life Investment Fund (the "Fund"). The Fund is registered with the SEC under the
1940 Act as an open-end, diversified management investment company. Scudder
Kemper Investments, Inc. is the investment adviser to the mutual fund portfolios
available under the Contract.
In addition to the Variable Account, the Fund's shares are sold to variable
life insurance and variable annuity separate accounts of other insurance
companies, including an insurance company affiliated with us. Someday, it may be
disadvantageous for variable annuity separate accounts of other life insurance
companies, or for both variable life insurance separate accounts and variable
annuity separate accounts, to invest simultaneously in the Fund. But, currently
neither the Fund nor Intramerica foresees any such disadvantages to either
variable annuity owners or variable life insurance owners. The Fund's management
intends to monitor events in order to identify any material conflicts between or
among variable annuity owners and variable life insurance owners and to
determine what response, if any, they should take. In addition, if we believe
that the Fund's response to any of those events or conflicts insufficiently
protects our Owners, then we will take appropriate action.
The subaccounts invest exclusively in the Class A shares of following
portfolios of the Fund:
o Money Market
o Bond
o Capital Growth
o Balanced
o Growth and Income
<PAGE>
o International
o Global Discovery
Each portfolio represents, in effect, a separate mutual fund with its own
distinct investment objectives and policies. The income or losses of one
portfolio have no effect on another portfolio's investment performance.
Scudder Kemper Investments. Inc. (the "Adviser"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, as amended,
manages daily investments and business affairs of the Fund, subject to the
policies that the Funds' Trustees established. See the Fund's prospectus for
information regarding the Adviser's fees.
The general public may not purchase these underlying portfolios. Their
investment objectives and policies may be similar to other portfolios and mutual
funds managed by the same investment adviser that are sold directly to the
public. You should not expect that the investment results of the other
portfolios would be similar to those of the underlying portfolios.
There is no assurance that any portfolio will achieve its objective. The
Scudder Variable Life Investment Fund prospectus contains more detailed
information, including a description of the risks involved in investing in each
portfolio and a description of each portfolio's investment objective. A copy of
the Fund's prospectus is attached to this Prospectus. You should carefully read
the Fund's prospectus before investing in a Contract.
<PAGE>
Addition, Deletion, or Substitution of Investments
From time to time, we may make certain changes in the Variable Account and
its investments. We may substitute shares of any portfolio for shares of another
portfolio of the Fund or another registered open-end management investment
company. We may do so if the shares of the portfolio are no longer available for
investment or if we decide that investment in any portfolio would be
inappropriate in view of the purposes of the Variable Account. We will not
substitute or eliminate the shares of a portfolio in which your Contract is
invested without prior approval of the SEC and we will notify you of our intent.
This will be done to the extent required by the 1940 Act.
We may add or delete subaccounts in our discretion when we decide that
marketing, tax, investment, or other conditions warrant such additions or
deletions. Each additional subaccount will purchase shares in a portfolio of the
Fund or in another mutual fund or investment vehicle. If we eliminate a
subaccount, then we will notify you and request that you reallocate the amounts
you have invested in the eliminated subaccount. If you do not provide us with
your desired reallocations, then we will reinvest the amounts in the eliminated
subaccount into the subaccount that invests in the Money Market Portfolio.
In the event of any such substitution, change, or elimination, we may, by
appropriate endorsement, change the Contracts as may be necessary or appropriate
to reflect such substitution, change, or elimination. Furthermore, if we deem it
to be in the best interests of persons having voting rights under the Contracts,
then the Variable Account may be: (i) operated as a management company under the
1940 Act or any other form permitted by law, (ii) de-registered under the 1940
Act, in the event such registration is no longer required, or (iii) combined
with one or more other separate accounts. To the extent applicable law permits,
we may transfer the assets of the Variable Account associated with the Contracts
to another separate account.
The investment policy of the Variable Account will not be changed unless
the Superintendent of Insurance of the State of New York approves the change.
The Contract
The description of the Contract contained in this Prospectus is qualified
in its entirety by reference to the contract for the Flexible Premium Variable
Deferred Annuity. We have filed a copy of the Contract as an exhibit to this
Registration Statement. It is available upon request from us.
<PAGE>
Contract Application and Issuing the Contract
The Contract is available to individuals, certain retirement plans and
individual retirement accounts (IRA) that qualify for special Federal income tax
treatment. The Contract is not available for use as a "Tax-Sheltered Annuity"
qualifying under Section 403(b) of the Code.
If you purchase a Contract which qualifies as an IRA under Section 408(b),
you should be aware that the Code imposes certain restrictions on those
Contracts.
Before we issue a Contract, we must receive your properly completed
application and a minimum payment of $2,500 ($2,000 for an IRA). We will mail
you a Premium Receipt form if you request one. You must name the annuitant in
the Contract application. In order to comply with New York law, the Annuitant
must be between the ages of 1 and 80. If the Contract qualifies as an IRA under
Section 408(b), then you must be the annuitant. We reserve the right to decline
an application for any reason. If we decline an application, then we will refund
the full initial payment.
After underwriting is completed and the Contract is delivered to you, the
Contract will be deemed to have commenced as of the Effective Date. The
Effective Date is a date within two business days after we receive a completed
application and the full initial payment. The Contract Date will be the same as
the Effective Date unless the Effective Date is the 29th, 30th, or 31st of the
month, in which case the Contract Date will be the 28th day of the same month.
We use the Contract Date to determine Contract Years, Contract Months, and
Contract Anniversaries.
<PAGE>
Examination Period
You may cancel the Contract for a refund within 30 days after you receive
the Contract. We will refund the initial payment by the following method.
Return of Premium Plus or Minus Investment Experience. We will refund the
initial payment, plus or minus gains or losses from investing the payment in the
subaccounts you chose on your application, plus any interest earned on the
amount you allocated to the general account. We will calculate these refunds as
of the date that you mail the Contract to us. If you allocate all or part of the
payment to the subaccounts, then the amount of your refund may be more or less
than the initial payment, depending on the investment performance of your
selected subaccounts. If you allocate all of the payment to the general account,
then we will always refund an amount equal to or greater than the payment. See
your Contract for details.
Payments
Initial Payment. The minimum initial payment you must pay to purchase a
Contract is $2,500 ($2,000 for an IRA). The initial payment is the only payment
we require you to make under the Contract. The Contract permits us to increase
the minimum initial payment to $5,000 at any time. When you make the initial
payment, you must specify whether it is for a purchase of a Nonqualified or
Qualified Contract.
If the initial payment is derived from an exchange or surrender of another
annuity contract, then we may require that you provide information about the
Federal income tax status of the previous annuity contract. If you desire to
invest monies qualifying for different annuity tax treatment under the Code,
then we will require you to purchase separate Contracts. Each separate Contract
requires a minimum initial payment of $2,500 ($2,000 for an IRA). We reserve the
right to waive the minimum initial payment amount and accept less than $2,500.
<PAGE>
If we receive a properly completed application with the initial payment,
then we will credit that payment to the Contract within two business days of
receiving the payment. We may deduct premium taxes from the payment before we
credit it to the Contract. If we receive an incomplete application, then we will
credit the payment within two business days of receiving the completed
application. If, for any reason, we do not credit the payment to your account
within five business days, then we will immediately return the payment to you.
You may, after receiving notice of our delay, specifically request that we do
not return the payment.
Additional Payments. You may make additional payments while the annuitant
is living and before the Maturity Date. Currently, there is no minimum
additional payment amount or maximum number of additional payments per Contract
Year. In the future, we may require that each additional payment be at least
$1,000 and limit the frequency of additional payments to a maximum of four per
Contract Year.
Additional payments must qualify for the same Federal income tax treatment
as the initial payment made under the Contract. If the Federal income tax
treatment of a payment will be different from that of the initial payment, then
we will not accept it. We will credit any additional payments to the Contract
upon receiving them at our home office.
Automatic Investment Plan. You may arrange to make regular investments ($50
minimum) into any of the subaccounts through automatic deductions from your
checking account. The Automatic Investment Plan cannot be used to allocate money
to the general account. Please call (800) 833-0194 for more information.
Limitations on Payments. We reserve the right to reject any initial
payment. We may require you to complete a financial questionnaire for payments
in excess of $250,000. If any additional payments would cause your total
payments to exceed $1,000,000, we may reject those payments. We will reject any
payment that would cause the account value in the general account to exceed
$250,000.
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For Contracts that qualify as IRAs under Section 408(b) of the Code, the
total payments (including the initial payment) in any calendar year may not
exceed $2,000, unless the portion in excess of $2,000 qualifies as a rollover
amount or contribution under Section 402(c), 403(b)(8), or 408(d)(3) or other
applicable provisions of the Code.
You should make all checks or drafts payable to Scudder Horizon Plan. You
can also make a payment by requesting on the application that Scudder Insurance
Agency of New York, Inc. redeem shares in an existing Scudder Fund Account and
apply the proceeds towards a Contract.
Allocating Payments
You may allocate payments to one or more of the subaccounts, to the general
account, or to both. If you allocate any portion of a payment to the general
account, then you must specify the Declaration Period(s) to which you are
allocating those funds. You must specify the payment allocations in your
application. We will allocate the initial payment according to your
specifications, once we receive it at our home office.
You must make all allocations in whole percentages and they must total
100%. If the allocations do not total 100%, then we will recompute the
allocations proportionately by dividing the percentage in each subaccount you
selected, by the sum of the percentages you indicated. We will apply this new
percentage to the payment.
The following example illustrates how we make this recomputation:
Example
Indicated Actual
Allocation Allocation
Subaccount#1 25% 25% / 105% = 24%
subaccount#2 40% 40% / 105% = 38%
Subaccount#3 40% 40% / 105% = 38%
----- -----
Total 105% 100%
We will allocate all payments at the time we credit such payments to your
Contract.
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We will allocate any additional payments you make to the subaccounts and/or
the general account in the same proportion as the initial payment. You may
change the allocation percentages by sending us written notice. Once you make a
change in allocation, we will allocate all future payments in accordance with
your new allocation percentages. This will continue until you send us written
notice of any changes. However, if you have funds deducted from a checking
account under the Automatic Investment Plan option, then you must provide us
with written notice to change the allocation of future additional payments.
Transfers
Before the Maturity Date, you may transfer amounts among the subaccounts,
between the subaccounts and the general account, and between different
Declaration Periods in the general account.
You may transfer amounts from the general account to any of the subaccounts
and to different Declaration Periods in the general account only at the end of
the Declaration Period to which you allocated that amount. You may transfer
amounts from a subaccount to the general account at any time, as long as that
transfer would not cause your Contract's value in the general account to exceed
$250,000.
We do not impose a charge for any transfers. In the future, if you request
more than two transfers during a Contract Year, we may deduct $20 from each
subaccount from which you transfer funds.
You must request a transfer by sending us written notice or by telephone
(if you have a currently valid telephone transfer request form on file with us).
We employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. If we follow such procedures, then we will not be liable
for any losses due to unauthorized or fraudulent instructions. If we do not
follow those reasonable procedures, then we may be liable for such losses. The
procedures we follow for telephone transfers include confirming the correct
name, the contract number and the personal code for each telephone transfer.
<PAGE>
We will deem transfers effective and determine values in connection with
transfers at the end of the Valuation Period during which we receive the
transfer request.
Asset Rebalancing Option. You may select the Asset Rebalancing Option if
you wish to maintain a particular percentage allocation among the subaccounts.
With Asset Rebalancing, we automatically reallocate the account value in the
subaccounts quarterly to your selected allocations. Over a period of time, this
method of investing may help you buy low and sell high although there can be no
assurance of this. This investment method does not assure profits and does not
protect against a loss in declining markets.
To elect the Asset Rebalancing Option, the account value in your Contract
must be at least $2,500 and we must receive a completed Asset Rebalancing Option
form at our home office. You must designate the subaccounts and the percentage
allocations that you want us to rebalance each quarter. The percentages must
total 100%. If you elect the Asset Rebalancing Option, then all the new money
you direct into the subaccounts will be included in the Asset Rebalancing
Option. You may not participate in Dollar Cost Averaging and Asset Rebalancing
at the same time. The general account is not available for the Asset Rebalancing
Option.
Selecting Asset Rebalancing will result in the transfer of funds to one or
more of the subaccounts on the date you specify. If you have specified, or we
receive the form on, the 29th, 30th or 31st, then we will consider the effective
date to be the first Valuation Date of the following month. If you do not
specify a date or if we receive the request after your specified date, then we
will transfer funds on the date we receive the Asset Rebalancing Option form and
on the quarterly anniversary of the applicable date thereafter. We will execute
the rebalancing and determine all values in connection with the rebalancing at
the end of the Valuation Date on which the transfers occur. If the effective
date is not a Valuation Date, then the transfer will occur on the next Valuation
Date.
<PAGE>
You may terminate this option at any time by sending us written notice. We
will automatically terminate this option if you request any transfers outside
the Asset Rebalancing program. If you wish to resume the Asset Rebalancing
Option after it has been canceled, then you must complete a new Asset
Rebalancing Option form and send it to our home office. We may discontinue,
modify, or suspend the Asset Rebalancing Option at any time.
Dollar Cost Averaging. Dollar Cost Averaging is a systematic method of
investing by which you purchase units in fixed dollar amounts so that the cost
is averaged over time. You may begin dollar cost averaging by authorizing us to
make periodic transfers from any one subaccount to one or more other
subaccounts. Amounts transferred will purchase units in those subaccounts at
that subaccount's Unit Value as of the Valuation Date on which the transfer
occurs. Since the value of the units will vary, the amounts transferred to a
subaccount will purchase more units when the Unit Value is low and fewer units
when the Unit Value is high. Similarly, the amounts transferred to a subaccount
will result in the liquidation of more units when the Unit Value is low and
fewer units when the Unit Value is high. Dollar Cost Averaging does not assure a
profit or protect against a loss in declining markets.
You may elect Dollar Cost Averaging if the account value in your Contract
is at least $2,500 and you send our home office a completed Dollar Cost
Averaging form. You must designate the frequency of the transfers, the
expiration date for the program, the subaccount from which to take the
transfers, the subaccounts to receive the funds, and the allocation percentages.
You may not participate in Dollar Cost Averaging and Asset Rebalancing at
the same time. The general account is not available for the Dollar Cost
Averaging Option.
<PAGE>
After we receive a completed Dollar Cost Averaging form, we will transfer
your designated amounts from the subaccount from which you wish to make
transfers to your chosen subaccounts. $50 is the minimum amount that you may
transfer. Each transfer occurs on your specified date. If you specify, or we
receive the form on the 29th, 30th or 31st, then we will consider the effective
date to be the first Valuation Date of the following month. If you do not
specify a date, then we will transfer the funds on the monthly, quarterly,
semiannual or annual anniversary (whichever corresponds to your selected
frequency) of the date that we received your completed Dollar Cost Averaging
form. The amounts transferred will receive the Unit Values for the affected
subaccounts at the end of the Valuation Date on which the transfers occur. If
the anniversary is not a Valuation Date, then the transfer will occur on the
next Valuation Date. Dollar Cost Averaging will terminate when we have
transferred the total amount elected, or when the value in the subaccount from
which transfers are made is insufficient to support the requested transfer
amount.
You may terminate this option at any time by sending us written notice.
When we receive written notice that you want to terminate Dollar Cost Averaging,
then we will stop all transfers, unless you instruct otherwise. You must
complete a new Dollar Cost Averaging option form and send it to our home office
if you wish to continue Dollar Cost Averaging after the expiration date you
specified, or the amount in the elected subaccount is depleted, or you canceled
the Dollar Cost Averaging option.
We may discontinue, modify, or suspend the Dollar Cost Averaging option at
any time.
Account Value
On the Effective Date, your account value equals your initial payment. On
any other day, your account value equals:
your account value from the previous Valuation Date
o increased by:
(1) any additional net payments we receive,
(2) any increase in the account value due to positive
investment results of the subaccounts you selected, and
<PAGE>
(3) any interest earned on your account value held in the
general account;
o and reduced by:
(4) any decrease in the account value due to negative
investment results of the subaccounts you selected,
(5) a daily charge to cover our assumed mortality and
expense risks and the cost of administering the
Contract, and
(6) any amounts you withdrew from the Contract.
If we charge a records maintenance fee or transfer fee in the future, we will
deduct those amounts from your account value.
A Valuation Period is the period between successive Valuation Dates. It
begins at the close of business on each Valuation Date and ends at the close of
business on the next Valuation Date. A Valuation Date is each day that the New
York Stock Exchange (NYSE) is open for business.
You should expect your account value to change between the Valuation
Periods to reflect the investment experience of the subaccounts in which you
invest, any interest earned in the general account, and the deduction of
charges. Your Contract stops accumulating value after the Maturity Date.
Unit Value. Each subaccount has a distinct value ("Unit Value"). When you
allocate a payment or transfer an amount to a subaccount, we base the number of
units you purchase on the Unit Value of the subaccount at the end of the
Valuation Period during which you make the allocation. Units are redeemed in a
similar manner when you transfer amounts out of, or withdraw amounts from, a
subaccount.
<PAGE>
For each subaccount, the Unit Value on a given Valuation Date is based on
the net asset value of a share of the corresponding portfolio in which such
subaccount invests. Each Valuation Period has a single Unit Value that applies
to each day in the Valuation Period and which is calculated as of the end of the
Valuation Period. The Unit Value for each subsequent Valuation Period is the
Investment Experience Factor (described below) for that Valuation Period
multiplied by the Unit Value for the immediately preceding Valuation Period.
Investment Experience FactorInvestment Experience FactorInvestment
Experience Factor. The Investment Experience Factor measures a subaccount's
investment performance during a Valuation Period. An Investment Experience
Factor is calculated separately for each of the subaccounts. A subaccount's
Investment Experience Factor for a Valuation Period equals (a) divided by (b),
minus (c), where:
(a) is (i) the value of the net assets held in the subaccount at the end
of the Valuation Period, plus
(ii) the investment income and capital gains (realized or unrealized)
credited to the net assets of that subaccount during the
Valuation Period for which we determine the Investment Experience
Factor, minus
(iii)the capital losses (realized or unrealized) charged against
those assets during the Valuation Period, minus
(iv) any amount charged against the subaccount for taxes or any amount
that we set aside during the Valuation Period as a provision for
taxes attributable to the operation or maintenance of that
subaccount; and
(b) is the value of the net assets of that subaccount at the end of the
preceding Valuation Period; and
<PAGE>
(c) is a charge to compensate us for certain administrative expenses and
mortality and expense risks that we assume in connection with the
Contracts.
Contract Ownership
You may designate a new Owner or joint owner at any time during the
annuitant's life. If you name a joint owner, then we will presume the ownership
to be as joint tenants with right of survivorship, unless you otherwise specify.
If any Owner dies before the annuitant and before the Maturity Date, then the
Owner's rights will belong to the joint owner, if any, or otherwise to the
beneficiary. The interest of any Owner or joint owner may be subject to the
rights of any assignee.
A new Owner or a joint owner may not be designated under a Contract that
qualifies as an individual retirement annuity under Section 408(b) of the Code.
An Owner's designation of a new Owner may be subject to Federal income tax.
Please consult a qualified tax adviser before you designate a new Owner.
You may designate a new Owner by sending us written notice. The change will
take effect as of the date you sign the written notice. We will not be liable
for any payment made or other action taken before we receive and record the
written notice.
Assignment of Contract
Except in the case of a Contract that qualifies as an individual retirement
annuity under Section 408(b) of the Code, you may assign all or a portion of
your right to receive annuity payments under the Contract or assign the Contract
as collateral security.
<PAGE>
If you assign any portion of the right to receive annuity payments before
the Maturity Date, then the assignee is entitled to receive the assigned annuity
payments in a lump sum, as of the Maturity Date. If you assign any portion of
the right to receive the assigned annuity payments, after the Maturity Date,
then the assignee will receive the assigned annuity payments in accordance with
the annuity income option in effect on the Maturity Date. The assignee may not
select an annuity income option or change an existing annuity income option.
For a Qualified Contract, certain assignments may adversely affect the
qualification for special Federal income tax treatment of the underlying
retirement plan or individual retirement account. We urge potential purchasers
of Qualified Contracts to consult their tax advisers.
If you assign the right to receive annuity payments or assign the Contract
as collateral security, then your rights and those of any beneficiary will be
subject to the assignment. We are not responsible for the adequacy of any
assignment and will not be bound by the assignment until we receive satisfactory
written evidence of the assignment. In certain circumstances, an assignment will
be subject to Federal income tax.
Access to Your Money
Full and Partial Surrenders
At any time before the Maturity Date, you may fully or partial surrender
the Contract, subject to certain conditions. If you surrender the Contract, you
will receive the full account value.
We do not deduct surrender charges from full or partial surrenders of the
Contract.
The minimum amount of a partial surrender is $500. The Contract must have
an account value of at least $2,500 after the partial surrender. If we should
increase minimum initial payment to $5,000, then Contracts issued after that
date will be required to have an account value of at least $5,000 after a
partial surrender.
Your partial surrender request must specify the amount you want withdrawn
from each of the subaccounts and/or the general account. If you withdraw value
from the general account, we will deduct the requested amount proportionately
from each Declaration Period on a first-in, first-out basis within the
Declaration Period(s).
<PAGE>
You must provide us with specific instructions about how we should withdraw
value from the subaccounts and/or the general account.
To make a partial surrender, you should send us a written request or call
us, if you have a valid telephone transfer request form on file with us. You may
make a full surrender only by sending us a written request. We will calculate
the account value payable to you upon a full or partial surrender at the price
next computed after we receive your surrender request.
If, when you make a surrender request, you have not provided us with a
written election, not to have Federal income taxes withheld, then we, by law,
must withhold taxes from the taxable portion of the surrender. A Federal penalty
tax may be assessed.
Systematic Withdrawals. We offer an option under which you may take partial
surrenders of the Contract by systematic withdrawals. You may elect to receive
systematic withdrawals before the Maturity Date by sending us a completed
Systematic Withdrawal form at our home office that includes the written consent
of any assignee or irrevocable beneficiary. You may designate the systematic
withdrawal amount as either a percentage of the account value or as a specified
dollar amount. You may designate that systematic withdrawals be made monthly,
quarterly, semiannually, or annually on a specific date. If you do not specify a
date, then the systematic withdrawal option will begin on the date we receive
the form. We will consider the effective date to be the first Valuation Date of
the following month if we receive the form on the 29th, 30th or 31st or if you
specify one of those dates.
Each systematic withdrawal must be at least $250. The systematic withdrawal
option will terminate if the amount to be withdrawn exceeds the account value or
would cause the account value to be below $2,500. If any portion of the
systematic withdrawal is to be withdrawn from the general account, then we will
deduct the requested amount proportionately from each Declaration Period on a
first-in, first-out basis within the Declaration Period(s).
<PAGE>
Each systematic withdrawal will occur at the end of the Valuation Period
during which you scheduled a withdrawal. We deduct the systematic withdrawal
from your account value in the subaccounts and/or the general account, according
to your specifications.
You may terminate this option at any time by sending us written notice. We
will terminate this option if the amount to be withdrawn has caused the account
value to be below $2,500. If you wish to resume systematic withdrawals, then you
must send us a new Systematic Withdrawal form at our home office. We may
discontinue, modify, or suspend the systematic withdrawal option at any time.
You should carefully consider the tax consequences of a systematic withdrawal,
including a 10% penalty tax imposed on withdrawals made before you attain age
592.
Annuity Payments
If the annuitant is living on the Maturity Date and the Contract is in
force, then we will make fixed annuity payments to you under the annuity income
option you select. We will make the first annuity payment within seven days
after the Maturity Date.
The amount of the periodic annuity payments you receive depends upon:
(i) the account value you have accumulated on the Maturity Date,
(ii) the annuitant's age and sex (or, in the case of Annuity Income Option
2, the age and sex of the annuitant and the joint annuitant) on the
Maturity Date, and
(iii) the annuity income option you selected.
On the Maturity Date, we determine the dollar amount of each annuity
payment. That amount is fixed and will not change.
<PAGE>
After the Maturity Date, the Contract no longer participates in the
Variable Account. If, at the time of an annuity payment, you have not provided
us with a written election not to withhold Federal income taxes, then we, by
law, must withhold such taxes from the taxable portion of such Annuity payment.
In addition, the Code provides that a Federal penalty tax may be imposed on
certain premature annuity payments.
We determine the amount of the monthly annuity payments under annuity
income options 1, 2, and 3, described below, by dividing the account value on
the Maturity Date by 1,000 and multiplying the result by the appropriate factor
contained in your Contract on the table for your selected annuity income option.
The appropriate factor is based on a guaranteed minimum annual interest rate of
3.5%. We determine this factor at the time of maturity, subject to current
market conditions.
Annuity Income Options
At any time before the Maturity Date, you may designate the annuity income
option under which we will pay annuity payments. If you do not select an annuity
income option by the Maturity Date, then we will make monthly annuity payments
to you under annuity income option 1.
If the account value is less than $2,000 or if it is insufficient to
produce monthly payments of at least $20, then no annuity income options will be
available unless we consent. In such cases, we will pay the account value in a
lump sum.
We may offer other annuity income options on the Maturity Date. We will
provide you with information concerning the availability of any additional
annuity income options before the time that you have to select an annuity income
option.
We currently offer the following annuity income options:
Option 1. Life Annuity with Installment Refund - We will make monthly
annuity payments to you for the longer of:
(i) the annuitant's life; or
<PAGE>
(ii) until the sum of the monthly annuity payments equals the account value
on the Maturity Date.
If the Owner dies before the sum of the monthly annuity payments we paid equals
the account value on the Maturity Date, then we will pay the remaining annuity
payments to your designated beneficiary.
Option 2. Joint and Survivor Life Annuity with Installment Refund - We will
make monthly annuity payments to you for the longer of:
(i) either the annuitant's or the joint annuitant's life; or
(ii) until the sum of the monthly annuity payments made under the Contract
equals the account value on the Maturity Date.
If all Owners die before the sum of the monthly annuity payments we paid equals
the account value on the Maturity Date, then we will pay the remaining annuity
payments to your designated beneficiary.
If you select annuity income option 2, then you must designate a joint
annuitant. We will use the joint annuitant's life to determine the duration of
annuity payments under annuity income option 2. The age and sex of both the
annuitant and the joint annuitant determine the amount of the monthly annuity
payments under annuity income option 2. At any time before the Maturity Date,
you may select a different joint annuitant by sending us written notice. You may
not select a new joint annuitant after the Maturity Date.
<PAGE>
Option 3. Installments for Life - We will make monthly annuity payments to
you for as long as the annuitant lives. Payments under this option will end
with the last payment made before the annuitant's death. Under this option
it is possible that you will receive only one annuity payment if the
annuitant died before the date of the second payment, two if he or she dies
before the third annuity payment date, etc.
For a Contract qualifying as an individual retirement annuity under Section
408(b) of the Code, you may not select an annuity income option with a Period
Certain that will guarantee annuity payments beyond the annuitant's life (or
life expectancy).
Maturity Date
The Maturity Date is the date on which annuity payments begin. You may
specify the Maturity Date in your application. You may change the Maturity Date
at any time during the annuitant's life by sending us a written request before
the currently scheduled Maturity Date.
The Maturity Date must be a Contract Anniversary that is not later than:
(i) the Contract Anniversary nearest the annuitant's 80th birthday; or
(ii) ten years from the next Contract Anniversary, whichever is later.
If you do not specify a Maturity Date, then the Maturity Date will be the later
of: (a) the 10th Contract Anniversary; or (b) the Contract Anniversary nearest
the annuitant's 80th birthday.
For a Qualified Contract, other than an IRA that satisfied Section 408(b)
of the Code, the selection of certain Maturity Dates may adversely affect
qualifying the underlying retirement plan for special Federal income tax
treatment. We urge potential purchasers of such Qualified Contracts to consult
their tax advisers.
For a Qualified Contract that is an IRA under Section 408(b) of the Code,
other than a Roth IRA, the minimum required distribution must be no later than
April 1 of the calendar year following the calendar year in which the annuitant
attains age 702.
<PAGE>
Death Benefit
If the annuitant dies before the Maturity Date, then we will pay you, the
Owner, a death benefit as specified in the Contract. We do not pay a death
benefit if the annuitant dies on or after the Maturity Date.
If the annuitant dies before the Maturity Date, then we will pay you a lump
sum death benefit equal to the greater of:
(i) the account value; of
(ii) the sum of the payments you made, minus the sum of any partial
surrenders.
If the Owner is a natural person, then the Owner may elect to continue the
Contract and become the annuitant if the deceased annuitant was not an Owner. We
calculate the amount of the death benefit at the price next computed after we
receive Proof of Death for the annuitant. We will pay you within seven days of
receiving the Proof of Death, or as soon as we have sufficient information to
make the payment. If the deceased annuitant was an Owner, then we will in all
events pay the Death Benefit within five years of the date of the deceased
annuitant's death.
Beneficiary Provisions
If the beneficiary survives the Owner(s), then the beneficiary will receive
amounts payable under the Contract. If you do not specify a beneficiary, or if
no beneficiary survives you by 30 days, then your estate will receive any
remaining amounts payable under the Contract.
<PAGE>
While the annuitant is living, you may change the beneficiary or
beneficiaries by sending us written notice. Once we receive the notice, we will
initiate the change as of the date you signed the written notice. We will not be
liable for any payment made or other action taken before we receive and record
such written notice at our home office. A beneficiary named irrevocably may not
be changed without written consent of such beneficiary. Any beneficiary's
interest is subject to the rights of any assignee.
Death of Owner
For a Nonqualified Contract in which any owner is a natural person, is not
the annuitant, and dies before the Maturity Date and before the annuitant's
death, the death benefit provisions described above do not apply.
In such circumstances, we will pay to the joint owner the account value in
a lump sum no later than five years following the date of the Owner's death. If
there is no joint owner, then we will pay the beneficiary. We calculate the
account value at the price next computed after we receive the Owner's Proof of
Death. If the joint owner or the beneficiary is the Owner's surviving spouse,
then he or she may elect to continue the Contract as if he or she were the
original Owner.
Employment-Related Benefit Plans
In 1983, the Supreme Court held in, Arizona Governing Committee v. Norris,
that optional annuity payments provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women on the basis of sex. This Contract contains annuity
payment rates for certain annuity income options that distinguish between men
and women. Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of Norris, and Title VII generally,
on any employment-related insurance or benefit program for which they may
purchase a Contract.
Charges and Deductions
We do not deduct commissions or sales charges from your payments when you
invest in the Contract. Nor do we not take surrender charges upon full or
partial surrender of the Contract. We pay distribution expenses out of our own
funds.
<PAGE>
We will deduct certain charges and deductions from your account value to
compensate us for providing the annuity payments, assuming certain risks in
connection with the Contract, and administering the Contract.
If there are profits from the fees and charges that we deduct under the
Contract, including but not limited to mortality and expense risk charges, then
we may use such profits to finance the distribution of the Contracts.
Mortality and Expense Risk Charge
We deduct a daily charge from your Contract's value in the subaccounts for
certain mortality and expense risks in connection with the Contracts. We
currently charge a daily rate of .000010997 of the value you have in each
subaccount. That charge corresponds to an annual rate of .40%. We reserve the
right to increase the Mortality and Expense Risk Charge to .70%. That charge
corresponds to a daily rate of .000019245, the maximum set forth in the
Contract.
The mortality and expense risk charge only applies during the period from
the Effective Date to the Maturity Date and is not imposed against the general
account. The Investment Experience Factor for each subaccount reflects this
charge.
Changes in actual mortality experience or actual expense do not affect
the account value or annuity payments. The mortality risks arise from the
contractual obligations to pay death benefit before the Maturity Date and to
make annuity payments for the annuitant's entire life (or, in the case of
annuity income option 2, the entire life of the annuitant and the joint
annuitant). Thus, we assure you that neither the annuitant's longevity (or, in
the case of annuity income option 2, the annuitant's and the joint annuitant's
longevity) nor a greater than expected improvement in life expectancy, will
adversely affect the annuity payments. This eliminates the risk of outliving the
funds accumulated for retirement in instances in which the Contract is purchased
to provide funds for retirement.
<PAGE>
The expense risk is the risk that the actual expenses involved in
administering the Contracts, including Contract maintenance costs,
administrative costs, mailing costs, data processing costs, and costs of other
services may exceed the amount recovered from any administrative charges.
Contract Administration Charge
The Contract's administrative expenses include processing applications,
Contract changes, tax reporting, full and partial surrenders, death claims, and
initial and subsequent payments; preparing annual and semiannual reports to
Owners and regulatory compliance reports; and overhead costs.
We deduct a daily charge from your Contract's value in the subaccounts for
the administrative expenses we incur in connection with the Contract and the
Variable Account. We charge a daily rate of .000008248 of the value of net
assets you have in each subaccount. This charge corresponds to an annual rate of
.30%. The Contract Administration Charge only applies during the period from the
Effective Date to the Maturity Date and is not imposed against the general
account. The Investment Experience Factor for each subaccount reflects this
charge.
Records Maintenance Charge
Currently, we do not charge for records maintenance. The Contract permits
us to deduct a maximum amount of $40 from your account value at the end of each
Contract Year to reflect the cost of performing records maintenance for the
Contracts. If we imposed this charge, then we would deduct it proportionately
from each subaccount and each of the Declaration Period(s) in the general
account (on a first-in, first-out basis within each Declaration Period) in which
you have allocated funds. If we deducted a Records Maintenance Charge, then it
would apply only during the period from the Effective Date to the Maturity Date.
If you surrender the Contract during a Contract Year, then we would not prorate
it.
<PAGE>
Premium Taxes
Under New York law, we currently do not pay a premium tax. The Contract
permits us to deduct any applicable premium taxes with respect to any future
payments.
Other Taxes
We currently do not charge the Variable Account for any Federal, state, or
local taxes other than premium taxes. If we decide to impose any such taxes on
the Variable Account, then we may deduct such taxes from amounts you have
invested in the Variable Account.
Transfer Charges
We do not charge for transfers among subaccounts. However, the Contract
permits us to deduct $20 from each subaccount for each transfer you make in
excess of two in a Contract Year.
We do not consider the following to be transfers: (i) initial allocations
of payments, (ii) reallocations among the Declaration Periods within the general
account, or (iii) reallocations from the general account to any subaccounts at
the end of a Declaration Period.
We treat all transfer requests, made at the same time, as one request. We
may impose the transfer charge at any time.
Portfolio Charges
The portfolios deduct investment charges from amounts you have invested in
the portfolios. These charges range from 0.44% to 1.72% annually, depending on
the portfolio. For more information, see the Fund's prospectus.
<PAGE>
Certain Federal Income Tax Consequences
The discussion set forth below is included for general purposes only.
Before making any payment, you should consult your own tax adviser with any
questions regarding your own situation.
The following is provided as general information. It is based on our
understanding of current Federal income tax laws and no representation is made
as to the likelihood that such laws, or their interpretation by the Internal
Revenue Service (IRS) will continue. The following is not intended as tax advice
to any individual or Qualified Plan.
The SAI contains additional information regarding the possible tax
consequences of exchanges or surrenders.
Tax Status of the Contract
If you invest in a variable annuity as part of a pension plan or
employer-sponsored retirement program, your contract is called a Qualified
Contract. If your annuity is independent of any formal retirement or pension
plan, it is termed a Nonqualified Contract. The tax rules applicable to
Qualified Contracts vary according to the type of retirement plan and the terms
and conditions of the plan.
Taxation of Nonqualified Contracts
Diversification Requirements. The Code requires that the investments of
each subaccount of the separate account underlying the contracts be "adequately
diversified" in order for the contracts to be treated as annuity contracts for
Federal income tax purposes. We intend that the Variable Account, through the
Fund and its portfolios, will satisfy these diversification requirements.
<PAGE>
Owner Control. In certain circumstances, owners of variable annuity
contracts have been considered for Federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the Variable Account assets. There is little guidance in this area, and some
features of the Contract, such as the flexibility of an owner to allocate
premium payments and transfer amounts among the investment divisions of the
separate account, have not been explicitly addressed in published rulings. While
we believe that the Contract does not give an Owner investment control over
separate account assets, we reserve the right to modify the Contract as
necessary to prevent an Owner from being treated as the owner of the separate
account assets supporting the Contract.
Required Distributions. In order to be treated as an annuity contract for
Federal income tax purposes, section 72(s) of the Internal Revenue Code requires
any Nonqualified contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of the death of a
holder of the Contract. The Nonqualified Contracts contain provisions that are
intended to comply with these Code requirements, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
applicable requirements when such requirements are clarified by regulation or
otherwise.
Non-Natural Person. If a non-natural person (e.g., a corporation or a
trust) owns a Nonqualified Contract, the taxpayer generally must include, in
income, any increase in the excess of the accumulation value over the investment
in the Contract (generally, the premiums or other consideration paid for the
Contract) during the taxable year. There are some exceptions to this rule and a
prospective owner that is not a natural person should discuss these with a tax
adviser.
The following discussion generally applies to Contracts owned by natural
persons.
<PAGE>
Withdrawals. When a withdrawal from a Nonqualified Contract occurs, the
amount received will be treated as ordinary income, subject to tax up to an
amount equal to the excess (if any) of the accumulation value immediately before
the distribution over the Owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract, reduced by any amount
previously distributed from the Contract that was not subject to tax) at that
time. In the case of a surrender under a Nonqualified Contract, the amount
received generally will be taxable only to the extent it exceeds the Owner's
investment in the Contract.
Penalty Tax on Certain Withdrawals. In the case of a distribution from a
Nonqualified Contract, there may be imposed a Federal tax penalty equal to ten
percent of the amount treated as income. In general, however, there is no
penalty on distributions:
o made on or after the taxpayer reaches age 592;
o made on or after the death of an Owner;
o attributable to the taxpayer's becoming disabled; or
o made as part of a series of substantially equal periodic
payments for the life (or life expectancy) of the taxpayer.
Other exceptions may be applicable under certain circumstances and special
rules may be applicable in connection with the exceptions enumerated above. You
should consult a tax adviser with regard to exceptions from the penalty tax.
Annuity Payments. Although tax consequences may vary depending on the
payout option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.
Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Contract because of your death or the death of the Annuitant. Generally, such
amounts are includible in the income of the recipient as follows: (i) if
distributed in a lump sum, they are taxed in the same manner as a surrender of
the contract, or (ii) if distributed under a payout option, they are taxed in
the same way as annuity payments.
<PAGE>
Transfers, Assignments or Exchanges of a Contract. A transfer or assignment
of ownership of a Contract, the designation of an annuitant, the selection of
certain maturity dates, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed herein. An owner contemplating any
such transfer, assignment or exchange, should consult a tax advisor as to the
tax consequences.
Withholding. Annuity distributions are generally subject to withholding for
the recipient's Federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
Multiple Contracts. All annuity contracts that are issued by us (or our
affiliates) to the same owner during any calendar year are treated as one
annuity contract for purposes of determining the amount includible in such
owner's income when a taxable distribution occurs.
Taxation of Qualified Contracts
Your rights under a Qualified Contract may be subject to the terms of the
retirement plan itself, regardless of the terms of the qualified contract.
Adverse tax consequences may result if you do not ensure that contributions,
distributions and other transactions with respect to the contract comply with
the law.
Individual Retirement Accounts (IRAs), as defined in Sections 219 and 408
of the Internal Revenue Code ("the Code"), permit individuals to make annual
contributions of up to the lesser of $2,000 or 100% of their adjusted gross
income. The contributions may be deductible in whole or in part, depending on
the individual's income. Distributions from certain pension plans may be "rolled
over" into an IRA on a tax-deferred basis without regard to these limits.
Amounts in the IRA (other than nondeductible contributions) are taxed when
distributed from the IRA. A 10% penalty tax generally applies to distributions
made before age 59-1/2, unless certain exceptions apply.
<PAGE>
Corporate pension and profit-sharing plans under Section 401(a) of the Code
allow corporate employers to establish various types of retirement plans for
employees, and self-employed individuals to establish qualified plans for
themselves and their employees. Adverse tax consequences to the retirement plan,
the participant or both may result if the Contract is transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all the requirements applicable to such benefits prior to transferring the
Contract.
Other Tax Issues. Qualified Contracts have minimum distribution rules that
govern the timing and amount of distributions. You should refer to your
retirement plan, adoption agreement, or consult a tax advisor for more
information about these distribution rules.
Distributions from Qualified Contracts generally are subject to withholding
for the Owner's Federal income tax liability. The withholding rate varies
according to the type of distribution and the Owner's tax status. The Owner will
be provided the opportunity to elect not to have taxes withheld from
distributions.
"Eligible rollover distributions" from section 401(a) plans are subject to
a mandatory Federal income tax withholding of 20%. An eligible rollover
distribution is the taxable portion of any distribution from such a plan, except
certain distributions such as distributions required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the Owner chooses a "direct rollover" from the plan to another
tax-qualified plan or IRA.
Our Income Taxes
At the present time, we make no charge for any Federal, state or local
taxes (other than the charge for state and local premium taxes) that we incur
that may be attributable to the subaccounts of the Variable Account or to the
Contracts. We do have the right in the future to make additional charges for any
such tax or other economic burden resulting from the application of the tax laws
that we determine is attributable to the investment divisions of the separate
account or the contracts.
<PAGE>
Possible Tax Law Changes
Although the likelihood of legislative changes is uncertain, there is
always the possibility that the tax treatment of the Contract could change by
legislation or otherwise. Consult a tax adviser with respect to legislative
developments and their effect on the Contract.
We have the right to modify the Contract in response to legislative changes
that could otherwise diminish the favorable tax treatment that annuity contract
owners currently receive. We make no guarantee regarding the tax status of any
contact and do not intend the above discussion as tax advice.
General Provisions
The Contract
The Contract, its endorsements, riders, and the Contract application
constitute the entire contract between Intramerica and the Owner. Only the
President, a Vice President, or the Secretary of Intramerica is authorized to
change or waive the terms of a Contract. Any change or waiver must be in writing
and signed by one of those persons.
Delay of Payment and Transfers
We will pay any amount due from the Variable Account for a full or partial
surrender, the death benefit, or the death of the owner of a Nonqualified
Contract, generally within seven days from the date we receive written notice.
We may be permitted to defer such payment, and transfers, if:
o the NYSE is closed for other than usual weekends or holidays, or
trading on the Exchange is otherwise restricted;
o an emergency exists as defined by the SEC or the SEC requires that
trading be restricted; or
o the SEC permits a delay for the protection of Owners.
<PAGE>
We anticipate that payments and transfers from the general account will
occur within seven business days after receipt of written notice. We reserve the
right to defer payments to be made from the general account for up to six
months.
We may postpone any payment that is derived, all or in part, from any
amount paid to us by check or draft until we determine that such instrument has
been honored.
Contract Expiration
The Contract will expire and be of no effect when the account value is
insufficient to cover deductions for the mortality and expense risk charge, the
contract administration charge, any records maintenance charge, or transfer
charges.
Misstatement of Age or Sex
If the annuitant's age or sex (and/or the joint annuitant's age or sex, if
annuity income option 2 is selected) has been misstated on the application, then
we will recalculate the annuity payments to reflect the calculations that would
have been made had the annuitant's (and/or joint annuitant's) age and sex been
correctly stated. If we underpay or overpay the annuity benefit because of a
misstatement, then we will add or subtract that amount, with interest at 6% per
year, from the current or next succeeding payment.
Nonparticipating Contract
The Contract does not participate in our divisible surplus. The Contract
does not pay dividends.
<PAGE>
Notices and Inquiries
Please send any written notice or request to:
Scudder Horizon Plan
Customer Service Center
8301 Maryland Ave.
St. Louis, MO 63105
Any notice or request must be on the form and contain the information we
require. This includes the Contract number and your full name and signature. Any
notice that we send you will be sent to the address shown in the application
unless we have on file a written notice of an address change. All inquiries
should include your Contract number and full name. If you need additional
information, you may call us at (800) 833-0194.
Records and Reports
At the end of each calendar quarter, Allstate, or its designee, on our
behalf, will send you, at your last known address of record, statements listing
the account value, additional payments, transfers, any charges, and any partial
surrenders made during the year. You will also be sent the Fund's annual and
semiannual reports.
<PAGE>
Year 2000 Disclosure
Like all financial services providers, Intramerica, Allstate and Allstate's
affiliates (we) are heavily dependent upon complex computer systems for all
phases of our operations, including customer service and contract
administration. Since many of our older computer software programs recognize
only the last two digits of the year in any date, some software may fail to
operate properly in or after the year 1999, if software is not reprogrammed,
remediated or replaced ("Year 2000 Issue"). We believe that many of our
counterparties and suppliers also have Year 2000 Issues that could affect us. In
1995, Allstate commenced a plan intended to mitigate and/or prevent the adverse
effects of Year 2000 Issues. These strategies include normal development and
enhancement of new and existing systems, upgrades to operating systems already
covered by maintenance agreements and modifications to existing systems to make
them Year 2000 compliant. The plan also includes us actively working with our
major external counterparties and suppliers to assess their compliance efforts
and our exposure to them. Allstate is currently in the process of identifying
key processes and developing contingency plans in the event that the systems
supporting its key processes are not Year 2000 compliant at the end of 1999.
Management believes these contingency plans should be completed by mid-1999.
Until these plans are complete, management is unable to determine an estimate of
the most reasonably possible worst case scenario due to issues relating to the
Year 2000. We presently believe that we will resolve the Year 2000 Issue in a
timely manner, and the financial impact will not materially affect the results
of our operations, liquidity or financial position. Allstate's Year 2000 costs
are and will be expensed as incurred.
<PAGE>
Services Agreement
On September 2, 1998, we entered into an administrative services agreement
("Services Agreement") with Allstate-NY under which Allstate-NY, or its
designee, provides the administrative services in connection with the Contracts
and the Variable Account on our behalf. Included among the services are premium
payment processing, all transfer, withdrawal or surrender requests, preparation
of records (including records of all purchases and redemption of the shares of
each portfolio) and reports relating to the Variable Account and the Contracts.
In addition Allstate is responsible for payment of all expenses in connection
with the Contract and Separate Account. Allstate's principal address is: 3100
Sanders Road, Northbrook, Illinois 60062.
At this time you should continue to use the addresses and phone numbers set
forth in this prospectus.
Distribution of the Contract
The principal underwriter of the Contracts is CNL. CNL is wholly-owned by
Allstate. CNL is registered with the SEC as a broker-dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the
National Association of Securities Dealers, Inc. The principal address of CNL is
8301 Maryland Avenue, St. Louis, Missouri 63105.
For its services as principal underwriter, we pay CNL, on a monthly basis,
.50% of new and additional payments for the Contracts. We have also entered into
a general expense reimbursement agreement with CNL for expenses incurred by CNL
in connection with distribution expenses relating to the offering of the
Contracts and other variable annuity and variable life insurance contracts that
we issue. We paid commissions to CNL for the sale of the Contracts totaling
$23,686 in 1998, $24,106 in 1997, and $17,844 in 1996.
CNL has contracted with Scudder Investor Services, Inc. ("Scudder") for
Scudder's services in connection with the distribution of the Contracts. Scudder
is registered with the SEC as a broker-dealer under the 1934 Act and is a member
of the National Association of Securities Dealers, Inc. Individuals directly
involved in the sale of the Contracts are registered representatives of Scudder
and our licensed agents. The principal address of Scudder is 345 Park Avenue,
New York, New York 10154.
CNL is doing business under the name, CNL Insurance Marketing, Inc., in New
Jersey.
The Contracts will be offered to the public on a continuous basis. Both CNL
and Scudder reserve the right to discontinue the offering at any time.
<PAGE>
The General Account
Payments you allocate or transfer to the general account become part of our
general account assets that support our annuity and insurance obligations. The
general account includes all of our assets, except those assets segregated in
separate accounts. According to the coinsurance agreement executed on September
2, 1998, between Intramerica and Allstate-NY, the assets of the general account
attributable to the Contracts were transferred to Allstate-NY. This agreement
makes it Allstate-NY's responsibility to invest the assets of the general
account, subject to applicable law.
Because of exemptive and exclusionary provisions in the Federal securities
laws, we have not registered interests in the general account under the
Securities Act of 1933 (the "1933 Act"), and the general account is not
registered as an investment company under the 1940 Act. Accordingly, neither the
general account nor any interest therein is subject to the provisions of such
statutes, and, as a result, the staff of the SEC has not reviewed the
disclosures in this prospectus relating to the general account. However,
disclosures about the general account may be subject to certain generally
applicable provisions of the Federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.
We guarantee that we will credit interest to amounts you allocate to the
general account at an effective annual rate of at least 3.5% compounded monthly.
We may declare higher interest rates from time to time at our discretion. We
will credit the declared interest rate for a specific period of time, called a
Declaration Period. A Declaration Period will not be less than one year or more
than 3 years. You may elect one or more Declaration Periods currently offered
when you allocate or transfer funds to the general account. At any one time,
your money held in a Declaration Period may be earning different declared
interest rates, if you allocated funds to that Declaration Period at different
times.
We cannot accept allocations to the general account that would increase
your Contract's value in the general account to over $250,000. We guarantee that
the value held in the general account will equal all amounts that you allocated
or transferred to the general account, plus any interest credited, less any
amounts that you surrendered or transferred from the general account, and less
any applicable charges. Amounts you allocate to the general account do not share
in the investment experience of the general account.
You may not allocate or transfer an amount from or within the general
account to the general account before the end of that amount's Declaration
Period. We will send notice to you 30 days before the expiration of a
Declaration Period and ask you how to reallocate the amounts in the expiring
Declaration Period. If we do not receive your instructions before the end of the
Declaration Period, then we will transfer your value in the expiring Declaration
Period to the Money Market Subaccount.
<PAGE>
Voting Rights
We will vote the Fund's shares held in the Variable Account at regular and
special shareholder meetings of the Fund in accordance with instructions we
received from persons having voting interests in the subaccounts. If we
determine that the law permits us to vote the Fund's shares in our own right,
then we may elect to do so.
We will separately calculate the number of votes that you have the right to
instruct for each subaccount. We will determine the number of votes for each
subaccount, that you have the right to instruct, by dividing your Contract's
value in a subaccount by the net asset value per share of the corresponding
portfolio in which the subaccount invests. We count fractional shares. The
number of votes of a portfolio, that you have the right to instruct, will be
determined as of the date coincident with the date established by the Fund for
determining shareholders eligible to vote at the meeting of the Fund. Voting
instructions will be solicited by written communications before that meeting in
accordance with procedures established by the Fund.
We will vote the Fund's shares, for which we do not receive timely
instructions, in proportion to the voting instructions which we receive for all
of the variable annuity contracts (including the Contracts) that we issue and
are participating in that portfolio. We will also vote our shares that are not
attributable to variable annuity contracts in the same proportion.
Separate accounts of other insurance companies, including insurance
companies affiliated with us, may also invest premiums for variable life and
variable annuity contracts in the Fund. It is to be expected that Fund shares
held by those separate accounts will be voted according to the instructions of
the owners of those variable life and variable annuity contracts. This will
dilute the effect of your voting instructions. We do not see any disadvantages
to this dilution.
Each person having a voting interest in a subaccount will receive proxy
material, reports, and other materials relating to the appropriate portfolio.
<PAGE>
Legal Proceedings
The Company and its subsidiaries, like other life insurance companies, are
involved in lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. Although the outcome of any
litigation cannot be predicted with certainty, we believe that at the present
time there are no pending or threatened lawsuits that are reasonably likely to
have a material adverse impact on the Variable Account or us.
Additional Information
A registration statement has been filed with the SEC under the Securities
Act of 1933, as amended, and the 1940 Act with respect to the Contract offered
hereby. This Prospectus does not contain all of the information set forth in the
full registration statement. For instance, this Prospectus only summarizes the
contents of the Contract and other legal instruments contained in the full
registration statement. For a complete statement of the terms of those
documents, please refer to the full registration statement as filed.
<PAGE>
Table of Contents for Statement of Additional Information
State Regulation of Intramerica.............................................1
Certain Federal Income Tax Consequences of Certain
Exchanges and Surrenders.................................................1
Safekeeping of the Variable Account's Assets................................2
Purchase and Services Agreement.............................................2
Calculation of Yields And Total Returns.....................................2
Money Market Subaccount Yields.....................................3
Other Subaccount Yields............................................4
Total Returns .....................................................5
Effect of the Records Maintenance Charge on Performance Data.......6
Other Performance Data .....................................................7
Cumulative Total Returns...........................................7
Adjusted Historic Portfolio Performance 8
Comparison of Performance and Expense Information.................8
Legal Matters...............................................................9
Independent Accountants.....................................................9
Financial Statements........................................................9
<PAGE>
Condensed Financial Information
The following condensed financial information is derived from the financial
statements of the Variable Account. You should read the data along with the
financial statements, related notes, and other financial information included in
the Statement of Additional Information.
The following table sets forth information regarding the subaccounts for a
Contract for the period from the commencement of business operations through
December 31, 1998.
Money Market Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 19.728 356,660
1997 18.869 226,875
1996 18.056 238,274
1995 17.300 243,859
1994 16.494 268,339
1993 16.019 131,078
1992 15.729 125,768
1991 15.331 47,824
1990* 14.598 26,377
* Operations commenced July 11, 1990 with a Unit Value of 14.167.
Bond Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 26.344 67,746
1997 24.894 79,182
1996 22.979 85,140
1995 22.508 96,927
1994 19.181 94,625
1993 20.287 98,676
1992 18.179 96,098
1991 17.109 62,249
1990* 14.653 6,283
* Operations Commenced July 11, 1990 with a Unit Value of 13.877.
<PAGE>
Capital Growth Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 55.857 277,711
1997 45.649 258,472
1996 33.863 85,140
1995 28.388 96,927
1994 22.222 94,625
1993 24.773 98,676
1992 20.638 96,098
1991 19.514 62,249
1990* 14.096 6,283
* Operations Commenced July 11,1990 with a Unit Value of 15.820.
Balanced Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 42.735 156,673
1997 34.936 129,522
1996 28.326 143,029
1995 25.496 139,688
1994 20.270 127,222
1993 20.840 148,473
1992 19.531 119,541
1991 18.389 37,971
1990* 14.592 7,381
* Operations Commenced July 11, 1990 with a Unit Value of 15.401.
Growth and Income Subaccount
Accumulation Unit Value Number of Accumulation
At End of Year Units at End of Year
1998 28.485 446,200
1997 26.835 503,367
1996 20.713 381,681
1995 17.075 279,098
1994* 13.053 145,245
* Operations Commenced May 1, 1994 with a Unit Value of 12.500.
<PAGE>
International Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 39.486 247,493
1997 33.560 261,369
1996 30.987 305,834
1995 27.188 302,226
1994 24.641 339,372
1993 25.027 261,484
1992 18.287 84,950
1991 19.003 36,962
1990* 17.174 12,741
* Operations Commenced July 11, 1990 with a Unit Value of 20.228.
Global Discovery Subaccount
Accumulation Unit Value Number of Accumulation
at End of Year Units at End of Year
1998 16.937 120,918
1997 14.648 125,941
1996* 13.126 115,344
* Operations Commenced May 1, 1996 with a Unit Value of 12.500.
<PAGE>
Statement of Additional Information
For the
Scudder Horizon Plan
A Flexible Premium Variable Deferred Annuity
Issued through
Intramerica Variable Annuity Account
offered by
Intramerica Life Insurance Company
(A New York Stock Life Insurance Company)
Customer Service Center
8301 Maryland Ave.
St. Louis, MO 63105
1-800-833-0194
This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Scudder Horizon Plan, a flexible premium variable
deferred annuity (the "Contract") offered by Intramerica Life Insurance Company.
You may obtain a copy of the Prospectus dated May 1, 1999, by calling (800)
225-2470 or writing to:
Scudder Insurance Agency of New York, Inc.,
345 Park Avenue,
New York, New York 10154.
Terms used in the current Prospectus for the Contract are incorporated in
this Statement.
This Statement of Additional Information is not a prospectus and should be read
only in conjunction with the Prospectus for the Contract.
Dated May 1, 1999
<PAGE>
Table of Contents
State Regulation of Intramerica...........................................1
Certain Federal Income Tax Consequences of................................1
Safekeeping of the Variable Account's Assets..............................2
Purchase and Services Agreements..........................................2
Calculation of Yields and Total Returns...................................2
Money Market Subaccount Yields.........................................3
Other Subaccount Yields................................................4
Total Returns..........................................................5
Effect of the Records Maintenance Charge on Performance Data...........6
Other Performance Data....................................................7
Cumulative Total Returns...............................................7
Adjusted Historic Portfolio Performance................................8
Comparison of Performance and Expense Information......................8
Legal Matters.............................................................9
Independent Accountants...................................................9
Financial Statements.....................................................10
<PAGE>
In order to supplement the description in the Prospectus, this document
provides additional information about Intramerica and the Contract that may be
of interest to you.
State Regulation of Intramerica
We are a stock life insurance company organized under the laws of the State
of New York on March 24, 1966. We are subject to regulation by the State of New
York Insurance Department. We file quarterly statements covering the operations
and reporting on the financial condition of Intramerica with the New York
Superintendent of Insurance. Periodically, the Superintendent examines the
financial condition of Intramerica, including the liabilities and reserves of
the Variable Account and any other separate account of which we are the
depositor.
Intramerica is an indirect wholly-owned subsidiary of Charter National Life
Insurance Company ("Charter"), a Missouri stock life insurance company. Charter
is engaged principally in the offering of insurance products on a direct
marketing basis in 49 states, the District of Columbia and Puerto Rico. Charter
is currently a wholly-owned subsidiary of Leucadia National Corporation
("Leucadia").
The Variable Account was originally established by First Charter Life
Insurance Company ("First Charter"), a subsidiary of Charter, on June 8, 1988.
At that time, First Charter's corporate name was "Baldwin Life Insurance
Company" and the Variable Account was named "Baldwin Variable Annuity Account."
These names were changed to "First Charter Life Insurance Company" and "First
Charter Variable Annuity Account" respectively, in October, 1988. On November 1,
1992, First Charter was merged with and into Intramerica. Pursuant to the
merger, Intramerica acquired the Variable Account which was then renamed
"Intramerica Variable Annuity Account."
Certain Federal Income Tax Consequences of
Certain Exchanges and Surrenders
Under Section 1035 of the Code, generally no gain or loss is recognized on
a qualifying exchange of an annuity contract for another annuity contract. A
direct exchange of an annuity contract for the Contract qualifies as an exchange
under Section 1035 of the Code. There are, however, certain exceptions to this
rule. Moreover, although the issue is not free from doubt, certain surrenders
under an annuity contract followed by an investment in the Contract also may
qualify as exchanges under Section 1035 of the Code. Due to the uncertainty of
the rules regarding the determination of whether a transaction qualifies under
Section 1035 of the Code, prospective purchasers are urged to consult their own
tax advisers.
In addition to being nontaxable events, certain exchanges under Section
1035 of the Code also may result in a carry-over of the federal income tax
treatment of the old annuity contract to the new annuity contract. Due to the
complexity of the rules regarding the proper treatment of an exchange qualifying
under Section 1035 of the Code prospective purchasers are urged to consult their
own tax advisers.
Safekeeping of the Variable Account's Assets
We hold the assets of the Variable Account. The assets are kept segregated
and held separate and apart from Intramerica's general funds. We maintain
records of all purchases and redemptions of the shares of each Portfolio. A
blanket fidelity bond in the amount of $10,000,000 covers all of the officers
and employees of Intramerica.
Purchase and Services Agreements
On September 2, 1998 Intramerica and Leucadia entered into a coinsurance
agreement ("the Agreement") with Allstate Life Insurance Company ("Allstate")
reinsuring all of Intramerica's rights, liabilities and obligations with respect
to the Variable Account under the Contract. On the same date, Intramerica and
Allstate entered into an administrative services agreement ("Services
Agreement") under which Allstate, or its designee, has agreed to provide the
administrative services in connection with the Contract and the Variable Account
on behalf of Intramerica. Included among such services are premium payment
processing, all transfer, withdrawal or surrender requests, prepare all records
(including records of all purchases and redemption of the shares of each
portfolio) and reports relating to the Variable Account and the Contract. As
compensation for its services, Allstate retains the charges deducted from
Separate Account or Contract Values. Allstate is responsible for payment of all
expenses in connection with the Contract and the Separate Account. Allstate's
principal address is 3100 Sanders Rd., Northbrook, Illinois 60062.
On December 21, 1998, Allstate announced that it has entered into an
agreement with Leucadia National Corporation, Intramerica's parent company, to
purchase Intramerica. The transaction is subject to regulatory approvals and is
expected to close by July 1, 1999.
CNL, Inc. ("CNL") is the principal underwriter of the Contract. On
September 2, 1998, Leucadia, then the sole owner of all of CNL's stock, sold all
of its CNL stock to Allstate. Allstate is now sole owner of CNL.
Calculation of Yields and Total Returns
From time to time, we may disclose yields, total returns and other
performance data pertaining to the Contracts for the Subaccounts in accordance
with the standards deemed by the Securities and Exchange Commission. Because of
the charges and deductions imposed under the Contract, the yield for the
Subaccounts will be lower than the yield for their respective Portfolios. Also,
because of differences in Variable Account charges for different variable
annuity contracts invested in the Variable Account, the yields, total returns
and other performance data for the Subaccounts will be different for the
Contract than for such other variable annuity contracts. The calculations of
yields, total returns and other performance data do not reflect the effect of
any premium tax since no premium tax on the Contract is currently payable under
New York law.
The yields and total returns for periods prior to the date the Subaccounts
commenced operations, when disclosed, are based on the performance of the
Scudder Variable Life Investment Fund's Portfolios and the assumption that the
Subaccounts were in existence for the same periods as the Fund's Portfolios with
the level of Contract charges equal to those currently assessed against the
Subaccounts. The Subaccounts and Portfolios commenced operations, as indicated:
Subaccount/Portfolio Subaccount Portfolio
-------------------- ---------- ---------
Money Market July, 1990 July, 1985
Bond July, 1990 July, 1985
Balanced July, 1990 July, 1985
Capital Growth July, 1990 July, 1985
International July, 1990 May, 1987
Growth and Income May, 1994 May, 1994
Global Discovery May, 1996 May, 1996
Money Market Subaccount Yields
We compute the Current Yield by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation and exclusive of income other than investment income) at the
end of a seven-day period in the value of a hypothetical account having a
balance of one unit of the Money Market subaccount at the beginning of the
seven-day period, dividing the net change in account value by the value of the
account at the beginning of the period to determine the base period return, and
annualizing this quotient on a 365-day basis. The net change in account value
reflects (i) net income from the Portfolio attributable to the hypothetical
account and (ii) charges and deductions imposed under the Contract that are
attributable to the hypothetical account. The charges and deductions for the
include the per unit charges for the hypothetical account for the Administration
Charge and the Mortality and Expense Risk Charge. The Current Yield is
calculated according to the following formula:
Current Yield = ((NCS - ES) / UV) x (365 / 7)
We may also disclose the Effective Yield of the Money Market subaccountfor
subaccount for the same seven-day period determined on a compounded basis. The
seven-day Effective Yield is calculated by compounding the unannualized base
period return according to the following formula:
Effective Yield = (1 + ((NCS - ES) / UV)) (to the power of 365 / 7)(365/7) - 1
Where, for both formulas:
NCS = The net change in the value of the Portfolio (exclusive of
realized gains a and losses on the sale of securities and
unrealized appreciation and depreciation and exclusive of
income other than investment income) for the seven-day
period attributable to a hypothetical account having a
balance of one Subaccount unit under a Contract.
ES = Per unit expenses of the Subaccount for the Contracts
for the seven-day period.
UV = The unit value for a Contract on the first day of the
seven-day period.
The Current and Effective Yield on amounts held in the Money Market
subaccount normally will fluctuate on a daily basis. Therefore, the disclosed
yield for any given past period is not an indication or representation of
future yields or rates of return. The Money Market
Subaccount's actual yield is affected by changes in interest rates on money
market securities, average maturity of the Money Market Portfolio, the types and
quality of securities held by the Money Market Portfolio and its operating
expenses.
Other Subaccount Yields
The 30-Day Yield refers to income generated by the Bond Subaccount over a
specific 30-day period. Because the yield is annualized, the yield generated
during the 30-day period is assumed to be generated each 30-day period over a
12-month period. The yield is computed by: (i) dividing the net investment
income of the Portfolio attributable to the Subaccount units less Subaccount
expenses attributable to the Contracts for the period, by (ii) the maximum
offering price per unit on the last day of the period times the daily average
number of units outstanding for the period, by (iii) compounding that yield for
a 6-month period and (iv) multiplying that result by 2. Expenses attributable to
the Bond Subaccount for the Contracts include the Administration Charge and the
Mortality and Expense Risk Charge. The 30-Day Yield is calculated according to
the following formula:
30-Day Yield = 2 x ((((NI -ES) / (U x UV)) + 1)(to the power of 6)- 1)
Where:
NI = Net income of the portfolio for the 30-day period attributable
to the Subaccount's units.
ES = Expenses of the Subaccount for the Contracts for the 30-day
period.
U = The average daily number of units outstanding attributable to
the Contracts.
UV = The unit value for a Contract at the close (highest) of the last
day in the 30-day period.
The 30-Day Yield on amounts held in the Bond Subaccount normally will
fluctuate over time. Therefore, the disclosed yield for any given past period is
not an indication or representation of future yields or rates of return. The
Bond Subaccount's actual yield is affected by the types and quality of
securities held by the Portfolio and its operating expenses.
Total Returns
We may disclose Standard Average Annual Total Returns ("Total Returns") for
one or more of the Subaccounts for various periods of time. One of the periods
of time will include the period measured from the date the Subaccount commenced
operations. When a Subaccount has been in operation for one, five and ten years,
respectively, the Total Returns for these periods will be provided. Total
Returns for other periods of time may, from time to time, also be disclosed.
Based on the method of calculation described below, the Total Returns for the
Subaccounts were as follows:
<TABLE>
<CAPTION>
- - ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Ten Year Period
Subaccount One Year Period Five Year Period Ending 12/31/98 or Subaccount
Ending 12/31/98 Ending 12/31/98 Since Inception Inception Dates
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Money Market* 4.55% 4.25% 3.98% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Bond 5.82% 5.36% 7.85% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Balanced 22.32% 15.44% 12.79% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Capital Growth 22.36% 17.65% 16.04% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
International 17.66% 9.54% 8.21% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Growth and Income** 6.15% N/A 19.28% 5/--/94
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Global Discovery*** 15.63% N/A 12.06% 5/--/96
- - ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
* The Yield quotations for the Money Market Subaccount quoted above more closely
reflect the current earnings of this subaccount than the total return
quotations.
** Five - and Ten-Year Average Annual Total Returns are not available for the
Growth and Income Subaccount as it began operations on May 1, 1994.
*** Year - and Ten-Year Average Annual Total Returns are not available for the
Global Discovery Subaccount as it began operations on May 1, 1996.
Total Returns represent the average annual compounded rates of return that
would equate a single investment of $1,000 to the redemption value of that
investment as of the last day of each of the periods. The ending date for each
period for which Total Return quotations are provided will be for the most
recent month end practicable, considering the type and media of the
communication, and will be stated in the communication.
We will calculate Total Returns using Subaccount Unit Values which
Intramerica calculates on each Valuation Date based on the performance of the
Subaccount's underlying Portfolio, and the deductions for the Mortality and
Expense Risk Charge of 0.40%, the Administration Charge of 0.30% and (for
periods prior to January 25, 1991) the Records Maintenance Charge. An average
per dollar Records Maintenance Charge attributable to the hypothetical account
for the period is used.
The Total Return is calculated according to the following formula:
TR=(ERV / P )(to the power of 1 / N) - 1
Where:
TR = The average annual total return net of Subaccount recurring
charges for the Contracts.
ERV = The ending redeemable value of the hypothetical account at
the end of the period.
P = A hypothetical single payment of $1,000.
N = The number of years in the period.
Effect of the Records Maintenance Charge on Performance Data
While the Contract permits us to deduct an annual $40 Records Maintenance
Charge at the end of each Contract Year proportionately from each subaccount
based on the value of the amounts in the subaccount, we are not deducting the
Records Maintenance Charge at this time. For purposes of reflecting the Records
Maintenance Charge on performance information prior to January 25, 1991, the $40
annual charge was converted into a per dollar per day charge based on the
average Account Value of all Contracts on the last day of the period for which
quotations are provided.
The assumed average Records Maintenance Charge did not, except in rare
instances, reflect its actual effect on a particular Contract.
<PAGE>
Other Performance Data
Cumulative Total Returns
Based on the method of calculation described below, the Cumulative Total
Returns for the Subaccounts for the periods ending December 31, 1998, were as
follows:
<TABLE>
<CAPTION>
- - ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C>
Ten Year Period
Subaccount One Year Period Five Year Period Ending 12/31/98 or Subaccount
Ending 12/31/98 Ending 12/31/98 Since Inception Inception Dates
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Money Market* 4.55% 23.16% 39.26% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Bond 5.82% 29.86% 89.84% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Balanced 22.32% 105.06% 177.48% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Capital Growth 22.36% 125.47% 253.08% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
International 17.66% 57.77% 95.20% 7/--/90
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Growth and Income** 6.15% N/A 127.88% 5/--/94
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Global Discovery*** 15.63% N/A 35.50% 5/--/96
- - ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
* The Yield quotations for the Money Market Subaccount quoted above more closely
reflect the current earnings of this subaccount than the total return
quotations.
** Five- and Ten-Year Average Annual Total Returns are not available for the
Growth and Income Subaccount as it began operations on May 1, 1994.
** * Five- and Ten-Year Average Annual Total Returns are not available for the
Global Discovery Subaccount as it began operations on May 1, 1996.
The Cumulative Total Returns are calculated using the following formula:
CTR = (ERV / P) - 1
Where:
CTR = The Cumulative Total Return net of Subaccount recurring
charges for the period.
ERV = The ending redeemable value of the hypothetical investment
at the end of the period.
P = A hypothetical single payment of $1,000.
All non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.
Adjusted Historic Portfolio Performance
We may also disclose yield and total return for the Fund's portfolios,
including for periods before the date that the Variable Account began
operations. For periods prior to the date the Variable Account commenced
operations, adjusted historical portfolio performance information will be
calculated based on the performance of the underlying portfolios and the
assumption that the subaccounts were in existence for the same periods as those
of the underlying Funds, with some or all of the charges equal to those
currently assessed against the subaccounts.
In the tables below, average annual total returns for the Portfolios were
reduced by all current fees and charges under the Contract, including the
Mortality and Expense Risk Charge of 0.40% and an Administrative Expense Charge
of 0.30%.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Ten Year Period
One Year Period Five Year Period Ending 12/31/98 or Portfolio
Ending 12/31/98 Ending 12/31/98 Since Inception Inception
Portfolio Dates
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Money Market 4.55% 4.25% 4.51% 7/16/85
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Bond 5.82% 5.36% 7.83% 7/16/85
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Capital Growth 22.36% 17.65% 15.98% 7/16/85
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Balanced 22.32% 15.44% 12.89% 7/16/85
- - ----------------------- --------------------- -------------------- --------------------- --------------------
International 17.66% 9.57% 11.10% 5/1/87
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Growth and Income 6.15% N/A 19.28% 5/2/94
- - ----------------------- --------------------- -------------------- --------------------- --------------------
Global Discovery 15.63% N/A 12.06% 5/1/96
- - ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
Comparison of Performance and Expense Information
Expenses and performance information for the Contract and each Subaccount
may be compared in advertising, sales literature, and other communications to
expenses and performance information of other variable annuity products
investing in mutual funds (or investment portfolios of mutual funds) with
investment objectives similar to each of the Subaccounts tracked by independent
services such as Lipper Analytical Services, Inc. ("Lipper"), Morningstar and
the Variable Annuity Research Data Service ("V.A.R.D.S."). Lipper, Morningstar
and V.A.R.D.S. monitor and rank the performance and expenses of variable annuity
issuers in each of the major categories of investment objectives on an
industry-wide basis.
Lipper's and Morningstar's rankings include variable life insurance issuers
as well as variable annuity issuers. V.A.R.D.S. rankings only compare variable
annuity issuers. The performance analyses prepared by Lipper and V.A.R.D.S. each
rank such issuers on the basis of total return, assuming reinvestment of
distributions, but do not take sales charges or certain expense deductions at
the separate account level into consideration. The performance analyses prepared
by Morningstar rate subaccount performance relative to its investment class
based on total returns. Morningstar deducts front-end loads from total returns
and deducts half of the surrender charge, if applicable, for the relevant time
period when calculating performance figures. In addition, Morningstar and
V.A.R.D.S. prepare risk adjusted rankings, which consider the effects of market
risk on total return performance. This type of ranking provides data as to which
funds provide the highest total return within various categories defined by the
degree of risk inherent in their investment objectives.
From time to time, we may also compare the performance of each Subaccount
to indices that measure stock market performance, such as Standard & Poors 500
Composite ("S & P 500") or the Dow Jones Industrial Average ("Dow"). Unmanaged
indices such as these may assume reinvestment of dividends but generally do not
reflect deductions for the expenses of operating and managing an investment
portfolio.
Legal Matters
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain legal matters relating to the Federal Securities Laws. All matters of
New York law pertaining to the Contracts, including the validity of the Contract
and Intramerica's authority to issue the Contract under New York Insurance Law,
have been passed upon by John R. Petrowski, General Counsel of Intramerica Life
Insurance Company.
Independent Accountants
The financial statements of the Intramerica Variable Annuity Account as of
December 31, 1998 and for each of the two years in the period ended December 31,
1998 and the financial statements of Intramerica Life Insurance Company as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 have been included in this Statement of Additional Information
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
Financial Statements
The financial statements of Intramerica, which are included in this
Statement of Additional Information, should be considered only as bearing on the
ability of Intramerica to meet its obligation under the Contract. They should
not be considered as bearing on the investment performance of the assets held in
the Variable Account.
<PAGE>
Report of Independent Accountants
To the Board of Directors
of Intramerica Life Insurance Company:
In our opinion, the accompanying balance sheets and the related statements of
income, stockholders' equity, and cash flows present fairly, in all material
respects, the financial position of Intramerica Life Insurance Company (the
Company) (an indirect wholly-owned subsidiary of Leucadia National Corporation)
at December 31, 1998 and 1997, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
February 17, 1999
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
BALANCE SHEETS
December 31, 1998 and 1997
(Dollars in thousands except par and share values)
<TABLE>
<CAPTION>
1998 1997
-------- ---------
ASSETS
<S> <C> <C>
Investments classified as available for sale $13,618 $11,320
(Aggregate cost of $13,446 and $11,342)
Investments classified as held to maturity 1,986 2,389
(Aggregate fair value of $2,024 and $2,385)
Accrued investment income 214 143
--------- ------------
Total investments 15,818 13,852
Cash and cash equivalents 2,285 2,137
Reinsurance receivable, net 55,548 52,875
Current income taxes recoverable/(payable) 561 (1,660)
Deferred income taxes recoverable 6,138 7,034
Assets held in separate account 55,538 46,700
-------- ----------
Total assets $135,888 $120,938
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Future policy benefits $53,215 $51,057
Policy and contract claims 2,122 1,708
Accounts payable and accrued expenses 1,230 1,366
Due to (from) parents and affiliates 212 (823)
Deferred gain on reinsurance 15,292 16,664
Other liabilities 521 656
Liabilities related to separate account 55,538 46,700
-------- ---------
Total liabilities 128,130 117,328
-------- ---------
Stockholders' equity:
Common stock, $7 par value per share, 300,000
shares authorized, issued and outstanding 2,100 2,100
Additional paid-in capital 1,524 1,524
Accumulated other comprehensive income
net of deferred taxes of $60 and ($7) 112 (14)
Retained earnings 4,022 -
-------- -----------
Total stockholders' equity 7,758 3,610
-------- ---------
Total liabilities and stockholders' equity $135,888 $120,938
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
STATEMENTS OF INCOME
For the years ended December 31, 1998, 1997 and 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Insurance revenues $ - $ - $13,547
Net investment income 1,056 4,111 4,955
Net securities gains/(losses) 3 (650) 530
Amortization of deferred gain on reinsurance 1,844 2,044 -
Other 293 304 246
-------- --------- ----------
Total revenues 3,196 5,809 19,278
-------- ------ --------
Benefits and expenses:
Policyholder benefits
and change in future policy benefits 8 16 10,441
Administrative and general expenses 623 3,005 6,773
Capitalization of policy acquisition costs - - (1,992)
Amortization of deferred policy acquisition costs - - 836
---------- ---------- ----------
Total benefits and expenses 631 3,021 16,058
-------- ------ --------
Income before income taxes 2,565 2,788 3,220
-------- ------- ---------
Income taxes (benefit)/provision:
Current (benefit)/provision (2,285) 7,323 1,250
Deferred provision/(benefit) 828 (6,397) (168)
-------- -------- ----------
Total (benefit)/provision for income taxes (1,457) 926 1,082
-------- --------- --------
Net income $4,022 $1,862 $2,138
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1998, 1997 and 1996
(Dollars in thousands, except par value)
<TABLE>
<CAPTION>
Common Accumulated
Stock, Additional Other
$7 Par Paid-in Comprehensive Retained
Value Capital Income Earnings Total
------ ---------- -------------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996 $ 2,100 $34,524 $ 213 $ - $ 36,837
Net income 2,138 2,138
Other comprehensive income, net of tax:
Net change in unrealized gain
on investments (net of deferred benefit of $441) (819)
(819)
Comprehensive income 1,319
Dividends paid/return of capital (3,862) (2,138) (6,000)
------ ------ ----- -------- -------
Balance, December 31, 1996 2,100 30,662 (606) - 32,156
------ ------ ----- -------- -------
Net income 1,862 1,862
Other comprehensive income, net of tax:
Net change in unrealized loss
on investments (net of deferred benefit of $319) 592 592
-------
Comprehensive income 2,454
-------
Dividends paid/return of capital (29,138) (1,862) (31,000)
------ ------ ----- ------- -------
Balance, December 31, 1997 2,100 1,524 (14) - 3,610
------ ------ ----- ------- -------
Net income 4,022 4,022
Other comprehensive income, net of tax:
Unrealized holding gains arising during the period
(net of deferred tax of $61) 114 114
Add: reclassification adjustment for losses included
in net income (net of deferred benefit of $6) 12 12
-------
Comprehensive income 4,148
------- ------ ----- ------- -------
Balance, December 31, 1998 $ 2,100 $ 1,524 $ 112 $ 4,022 $ 7,758
======= ======= ===== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1998, 1997 and 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Cash flows from operating activities: 1998 1997 1996
- - ------------------------------------- ------- ------- --------
<S> <C> <C> <C>
Net income $4,022 $1,862 $2,138
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Net security (gains) losses (3) 650 (530)
Depreciation and amortization of furniture, equipment,
and leasehold improvements - - 82
Amortization of bond premium (12) (2,328) (241)
Net change in:
Future policy benefits 2,423 (1,763) 425
Policy and contract claims 414 (207) 284
Accounts receivable and policyholder loans - 2,142 (129)
Reinsurance receivable (2,673) (3,419) 11
Accounts payable and accrued expenses and payable to
parents and affiliates 899 (1,164) (213)
Income taxes payable and deferred
income taxes (1,392) (6,847) 191
Accrued investment income (71) 628 62
Deferred policy acquisition costs - - (1,156)
Deferred gain on reinsurance and other liabilities (1,507) 282 65
Proceeds from reinsurance - 19,517 -
-------- -------- ------
Net cash provided by operating activities 2,100 9,353 989
-------- -------- ------
Cash flows from investing activities:
Purchases of investments (other than short -term) (14,174) (70,440) (61,491)
Proceeds from sales of investments 5,386 57,036 29,833
Proceeds from maturities of investments 7,101 18,666 31,307
Net change in investment in separate account - 528 (500)
-------- -------- -------
Net cash (used for)/provided by investment activities (1,687) 5,790 (851)
-------- -------- -------
Cash flows from financing activities:
Net change in policyholder account balances (265) (213) (301)
Dividends paid - (31,000) (6,000)
Net cash used for financing activities (265) (31,213) (6,301)
Net increase (decrease) in cash and cash equivalents 148 (16,070) (6,163)
Cash and cash equivalents at January 1, 2,137 18,207 24,370
-------- ---------- -------
Cash and cash equivalents at December 31, $2,285 $ 2,137 $18,207
-======= ========== =======
Supplemental disclosures of cash flow information:
Cash (received)/paid during the year for:
Income taxes $(315) $8,091 $891
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Nature of Operations:
Intramerica Life Insurance Company (the "Company") is a stock life
insurance company owned 98% by LUK-CPH, Inc. ("LUK-CPH"), which is
domiciled in the State of Delaware and 2% by Charter National Life
Insurance Company ("Charter National"), which is domiciled in the State of
Missouri. LUK-CPH is a wholly-owned subsidiary of LUK-CPG, Inc.
("LUK-CPG"). LUK-CPG and Charter National are wholly-owned subsidiaries of
Leucadia National Corporation ("Leucadia"), a publicly traded holding
company domiciled in the State of New York.
The Company is a provider of graded benefit life insurance to the age 50
and over population, and variable annuity products, in the State of New
York, its state of domicile. These products are marketed on a direct
response basis. Effective January 1, 1997, in conjunction with Leucadia's
sale of its life and health operations to Conseco, Inc. ("Conseco"), the
Company entered into reinsurance agreements which resulted in the Company
reinsuring all of its life insurance business with Conseco.
Effective January 1, 1998, the Company entered into a reinsurance agreement
with Allstate Life Insurance Company of New York ("Allstate") ceding 25% of
its variable annuity business on a Modified Coinsurance basis.
On December 21, 1998, Leucadia announced it had signed an agreement to sell
the Company to Allstate. The transaction is subject to regulatory approvals
and customary closing conditions and is expected to close during the second
quarter of 1999. The transaction is not expected to have a material effect
on the financial condition of the Company.
2. Significant Accounting Policies:
a. Statements of Cash Flows:
The Company considers short-term investments, which have maturities of
less than three months at the time of acquisition, to be cash
equivalents. Cash and cash equivalents include short-term investments
which are carried at amortized cost (which approximates fair market
value) of approximately $1,789,000 and $1,842,000 at December 31, 1998
and 1997, respectively.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
2. Significant Accounting Policies, continued:
b. Investments:
At acquisition, marketable debt and equity securities are designated as
either i) held to maturity, which are carried at amortized cost, ii)
trading, which are carried at estimated fair value with unrealized
gains and losses reflected in results of operations, or iii) available
for sale, which are carried at estimated fair value, net of taxes, with
unrealized gains and losses included in other comprehensive income
which is a separate component of stockholders' equity. Held to maturity
investments are made with the intention of holding such securities to
maturity, which the Company has the ability and intent to do. Estimated
fair values are principally based on quoted market prices. The Company
had no investments classified as trading securities at December 31,
1998 or 1997.
Gains or losses on sales of investments are determined on a specific
cost identification basis.
c. Insurance Revenues and Other Charges:
Premiums for investment oriented insurance ("IOP") products are
reflected in a manner similar to a deposit; revenues reflect only
mortality charges and other amounts assessed against the holder of the
annuity contracts. The principal IOP product offered during the three
year period ended December 31, 1998 was a variable annuity ("VA")
product. Other life premiums are recognized as revenues when due.
Premiums for the VA products are directed by the policyholder to be
invested generally in a unit investment trust solely for the benefit
and risk of the policyholder. Such investments are considered a
"separate account". Policyholders' accounts are charged for the cost of
insurance provided, administrative and certain other charges.
d. Future Policy Benefits and Policy and Contract Claims:
Reserves for ordinary life and health policies are generally calculated
on a net level premium method based upon estimated future investment
yields, expected mortality and morbidity based on standard and company
development tables with provision for adverse deviation and estimated
withdrawals. Interest rate assumptions for life and health policies
range from 3% to 6%. Claims and benefits payable for both reported
losses and incurred but not reported losses are determined on the basis
of past experience and on an individual case basis.
Reserves for future policy benefits related to single premium deferred
annuities are stated at accumulated value, which is premiums paid, plus
all interest credited to date, less any withdrawals.
The average crediting rate was 4% during 1998, 1997 and 1996.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
2. Significant Accounting Policies, continued:
e. Pension Plans and Other Postemployment and Postretirement Benefits:
The Company participated in a non-contributory trusteed pension plan
sponsored by LUK-CPG, the parent of the Company through several layers
of ownership. The plan covered certain Company employees, and generally
provided for retirement benefits based on salary and length of service.
The plan was funded in amounts sufficient to satisfy minimum ERISA
funding requirements. The Company's participation in the plan was
terminated at September 30, 1997.
The Company provided health care and other benefits to certain eligible
retired employees. The plans (most of which require employee
contributions) were unfunded. Liabilities for the plan were assumed by
LUK-CPH in conjunction with the Conseco transaction.
f. Income Taxes:
The Company files a consolidated federal income tax return with
Leucadia. The Company pays to, or receives from Leucadia, the amount of
tax it would have paid or received as computed on a separate return
basis. Prior to 1997, the Company filed a separate federal income tax
return.
The Company provides for income taxes using the liability method. The
future benefit of certain tax loss carryforwards and future deductions
is recorded as an asset and the provisions for income taxes are not
reduced for the benefit from utilization of tax loss carryforwards. A
valuation allowance is provided if deferred tax assets are not
considered more likely than not to be realized.
g. Reinsurance:
Reinsurance contracts do not relieve the Company from its obligations
to policyholders. Reinsurance recoverables are reported as assets.
Premiums earned, losses incurred, loss adjustment expenses and other
underwriting expenses are stated net of reinsurance in the Statements
of Income.
h. Separate Account Assets and Liabilities:
Separate account assets and liabilities relate to funds received from
the Company's variable annuity product. Separate account assets are
carried at fair market value. Separate account liabilities represent
the policyholders' account value.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
2. Significant Accounting Policies, continued:
i. Use of Estimates in Preparing Financial Statements:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial
statements and disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
Certain amounts in the prior years' financial statements have been
reclassified to conform with the 1998 presentation.
j. Risks and Uncertainties:
The Company is subject to interest rate risk to the extent its
investment portfolio cash flows are not matched to its insurance
liabilities. The Company believes it manages this risk through modeling
of the cash flows under reasonable scenarios as well as reinsurance of
100% of its business other than investment oriented products. The
Company's assets are also subject to credit risk, but this is minimized
through a significant concentration in U.S. government securities.
3. Insurance Operations:
The principal insurance products are "Graded Benefit Life" and "Investment
Oriented" insurance.
Graded Benefit Life: "Graded Benefit Life" is a guaranteed-issue product.
These modified-benefit, whole life policies are offered on an individual
basis primarily to persons age 50 to 75, principally in face amounts of
$350 to $10,000.
Investment Oriented Products: The Company's principal IOP product is a
no-load VA product. The VA product is marketed as an investment vehicle to
individuals seeking to defer, for federal income tax purposes, the annual
increase in their account balance. Premiums from this VA product either are
invested at the policyholders' election in unaffiliated mutual funds where
the policyholder bears the entire investment risk or in a fixed account
where the funds earn interest at rates determined by the Company. The
Company's VA product is currently marketed in conjunction with a mutual
fund manager. Premiums received on the VA product were approximately
$4,656,000, $4,840,000, and $3,679,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
4. Reinsurance :
On September 2, 1998, the Company received from Allstate Life Insurance
Company of New York a premium of $525,000 for reinsuring 25% of its
variable annuity business. A gain of $474,000, net of related assets, was
deferred. Included in deferred gain on reinsurance as of December 31, 1998
is approximately $448,000, net of 1998 amortization of approximately
$26,000. The deferred gain will continue to be amortized into income based
on actuarial estimates of the premium revenue of the underlying insurance
contracts, or will be recognized earlier if converted to assumption
reinsurance.
In 1997, the Company received from Conseco a premium of $25,000,000 for
reinsuring its life insurance business. A gain on this reinsurance of
approximately $18,706,000, net of related assets, was deferred. Included in
deferred gain on reinsurance at December 31, 1998 and 1997 is approximately
$14,844,000 and $16,664,000, respectively, net of cumulative amortization
of approximately $3,862,000 and $2,044,000, respectively. The deferred gain
will continue to be amortized into income based on actuarial estimates of
the premium revenue of the underlying insurance contracts, or will be
recognized earlier if converted to assumption reinsurance.
The effect of reinsurance on insurance revenues for the years ended
December 31, 1998, 1997 and 1996, is as follows, in thousands of dollars:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Direct $13,839 $13,479 $13,554
Ceded (13,839) (13,479) (7)
---------- ---------- -------
Net insurance revenues $ - $ - $13,547
=========== =========== ========
The effect of reinsurance on policyholder benefits and increase in future
policy benefits for the years ended December 31, 1998, 1997 and 1996, is as
follows, in thousands of dollars:
1998 1997 1996
------- ------- -------
Direct $10,986 $10,104 $10,481
Ceded (10,978) (10,088) (40)
----------- --------- -------
Net policyholder benefits $ 8 $ 16 $10,441
============ ========== ========
</TABLE>
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments:
Net investment income for the years ended December 31, 1998, 1997 and 1996
was as follows, in thousands of dollars:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Fixed maturities and cash equivalents $ 959 $4,146 $4,920
Other investments 145 32 124
------- ------- ------
Total investment income 1,104 4,178 5,044
Less: Investment expenses (48) (67) (89)
Net investment income $1,056 $4,111 $4,955
======= ====== ======
</TABLE>
The amortized cost and estimated fair value of investments classified as
available for sale and as held to maturity at December 31, 1998, by
contractual maturity, are shown below, in thousands of dollars. Expected
maturities are likely to differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
<TABLE>
<CAPTION>
Available for Sale Held to Maturity
------------------ ----------------
Estimated Estimated
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Due in one year or less $ 59 $ 59 $ - $ -
Due after one year through five years 6,157 6,203 1,986 2,024
Due after five years through ten years 1,766 1,850 - -
Mortgage-backed securities 5,464 5,506 - -
------- -------- ---------- ----------
Total $13,446 $13,618 $ 1,986 $ 2,024
======= ======== -======== --========
</TABLE>
At December 31, 1998 and 1997, securities with book values aggregating
approximately $2,426,000 and $2,389,000 were on deposit with various
regulatory authorities.
Gross security gains for the years ended December 31, 1998, 1997 and 1996
were approximately $24,000, $165,000 and $572,000, respectively, and gross
security losses for the same periods were approximately $21,000, $815,000
and $42,000, respectively.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, continued:
The amortized cost, gross unrealized holding gains and losses and estimated
fair value of investments classified as available for sale and as held to
maturity at December 31, 1998 and 1997 were as follows in thousands of
dollars:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
1998 Cost Gains Losses Value
Available for sale:
<S> <C> <C> <C> <C>
U. S. Government agencies and authorities $12,233 $165 ($10) $12,388
Corporate securities 1,213 19 (2) 1,230
------- ---- ---- -------
Total investments available for sale $13,446 $184 ($12) $13,618
Held to maturity:
U.S. Government agencies and authorities $ 1,986 $ 38 $ - $ 2,024
======= ==== ==== =======
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
1997 Cost Gains Losses Value
Available for sale:
U. S. Government agencies and authorities $11,176 $38 ($62) $11,152
Corporate securities 166 2 - 168
-------- ---- ------- --------
Total investments available for sale $11,342 $40 ($62) $11,320
-------- ---- ------- --------
Held to maturity:
U.S. Government agencies and authorities $ 2,389 $1 ($5) $ 2,385
======== ==== ======= ========
</TABLE>
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
6. Income Taxes:
The principal components of the deferred tax assets at December 31, 1998
and 1997 are as follows, in thousands of dollars:
<TABLE>
<CAPTION>
1998 1997
----- -----
<S> <C> <C>
Deferred gain- reinsurance $5,352 $5,832
Policy acquisition costs 772 959
Insurance reserves and unearned premiums 66 144
Unrealized (gain) loss on investments (60) 7
Employee benefits and compensation - 90
Other, net 8 2
------ ------
Net deferred tax asset $6,138 $7,034
====== ======
</TABLE>
The Company believes it is more likely than not that the recorded deferred
tax asset will be realized principally from taxable income generated by
profitable operations.
The table below reconciles the "expected" statutory federal income tax
provision to the actual income tax (benefit)/provision, in thousands of
dollars:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
"Expected" federal income tax $898 $ 976 $1,127
Tax (benefit) applicable to prior years (2,336) - -
Other, net (19) (50) (45)
------- ----- ------
Total (benefit)/provision for income taxes $(1,457) $ 926 $1,082
======= ===== ======
</TABLE>
Under prior law, the Company had accumulated approximately $2,083,000 of
special federal income tax deductions allowed life insurance companies at
December 31, 1998. Under certain conditions, including the contemplated
sale of the Company to Allstate, this amount could become taxable in future
periods.
7. Pension Plans and Other Postemployment and Postretirement Benefits:
LUK-CPG sponsored a non-contributory defined benefit pension plan covering
substantially all employees of the Company and other LUK-CPG subsidiaries.
Plan benefits were generally based on years of service and employees'
compensation during the last years of employment. LUK-CPG's policy was to
fund the pension cost calculated under the unit credit funding method
provided that this amount was at least equal to the Employee Retirement
Income Security Act minimum funding requirements and was not greater than
the maximum tax deductible amount for the year. The plan was frozen in 1997
and subsequently paid out to employees in 1998. Pension cost allocated to
the Company for participation in the LUK-CPG plan amounted to approximately
$0, $5,000 and $87,000 in 1998, 1997, 1996, respectively. Separate records
for vested benefits and pension fund assets are not maintained for each
subsidiary.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
7. Pension Plans and Other Postemployment and Postretirement Benefits,
continued:
In addition to providing pension benefits, LUK-CPG provided health care and
other benefits to certain eligible retired employees. The plans (most of
which required employee contributions) were unfunded. The Company accrued
the cost of providing certain postretirement and postemployment benefits
during the employees' period of service. Amounts charged to expense related
to such benefits were approximately $0, $0 and $15,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
8. Related Party Transactions:
Leucadia, Empire Insurance Group, Charter National Life Insurance Company
and LUK-CPG affiliates provide the Company with investment advisory,
actuarial and accounting, electronic data processing and certain other
services. Included in administrative and general expenses are approximately
$547,000, $699,000 and $2,544,000 related to such services for the years
ended December 31, 1998, 1997 and 1996, respectively. The Company paid to
CNL, Inc., a former subsidiary of Leucadia and the principal underwriter of
the Company's annuity products, commissions and expense allowances of
approximately $21,000 for the period ended September 2, 1998 and $25,000
and $18,000 for the years ended December 31, 1997 and 1996, respectively.
9. Statutory Information:
The Company also prepares financial statements on a statutory basis for
filing with regulatory authorities which are prepared on the basis of
accounting practices and procedures of the National Association of
Insurance Commissioners as prescribed or permitted by the Insurance
Department of the State of New York, which differ in certain respects from
generally accepted accounting principles.
The Company's reported statutory capital and surplus was $16,300,887 and
$13,014,018 at December 31, 1998 and 1997, respectively. The Company's
statutory net income reported for the years ended December 31, 1998, 1997
and 1996 was $3,288,754, $18,601,702 and $1,034,388, respectively.
The payment of cash dividends by the Company to its stockholders requires
prior approval of the Insurance Department of the State of New York.
The National Association of Insurance Commissioners has adopted model laws
incorporating the concept of a "risk based capital" ("RBC") requirement for
insurance companies. Generally, the RBC formula is designed to measure the
adequacy of an insurer's statutory capital in relation to the risks
inherent in its business. The RBC formula is used by the states as an early
warning tool to identify weakly capitalized companies for the purpose of
initiating regulatory action. The RBC ratios of the Company as of December
31, 1998 and 1997 substantially exceeded minimum requirements.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
10. Commitments and Contingencies:
The Company is subject to various litigation which arises in the course of
its business. The Company is not currently involved in any litigation.
The Company is a member of various state insurance funds, which provide
certain protection to policyholders of insolvent insurers doing business in
those states. Due to insolvencies of certain insurers in recent years, the
Company has been assessed certain amounts and is likely to be assessed
additional amounts by the state insurance funds. The Company has provided
for all anticipated assessments and does not expect any additional
assessments to have a material effect on results of operations.
The Company rented office space under a non-cancelable operating lease that
expires in 2000. In conjunction with the Conseco transaction, Conseco
assumed the obligation for the office lease. Rental expenses charged to
operations were approximately $0, $1,000 and $90,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
11. Fair Value of Financial Instruments:
Fair values are based on estimates using present value or other valuation
techniques where quoted market prices are not available. Those techniques
are significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows. The fair value amounts presented
do not purport to represent and should not be considered representative of
the underlying "market" or franchise value of the Company.
The methods and assumptions used to estimate the fair values of each class
of the financial instruments described below are as follows:
(a) Investments: The fair values of fixed maturities are substantially
based on quoted market prices.
(b) Cash equivalents: The statement value of cash equivalents approximates
fair value.
(c) Separate account: Separate account assets and liabilities are carried
at market value, which is a reasonable estimate of fair value.
(d) Investment contract reserves: Single Premium Deferred Annuity reserves
are carried at account value, which is a reasonable estimate of fair
value.
<PAGE>
INTRAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS, Continued
11. Fair Value of Financial Instruments, continued:
The carrying amounts and estimated fair values of the Company's financial
instruments at December 31, 1998 and 1997 are as follows, in thousands of
dollars:
<TABLE>
<CAPTION>
1998 1997
----------------------- ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Financial assets:
Investments:
Practicable to estimate
fair value $15,604 $15,641 $13,709 $13,705
Cash equivalents 1,789 1,789 1,842 1,842
Separate account 55,538 55,538 46,700 46,700
Financial liabilities:
Investment contract reserves 1,893 1,893 130 130
Separate account 55,538 55,538 46,700 46,700
</TABLE>
12. Concentration of Credit Risk:
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and U.S.
Government and Agency fixed maturity securities. The Company places its
cash with high quality financial institutions. At times such amounts may
be in excess of the Federal Deposit Insurance Corporation insurance
limits.
13. Events Subsequent to the Balance Sheet Date:
During the first quarter of 1999, approximately 45% of the traditional
life insurance contracts reinsured with Conseco under the coinsurance
agreement discussed in note 6, were converted to assumption reinsurance,
which represents $90,000,000 of insurance in force. As a result of this
transaction, the policies became direct insureds of Conseco, and the
Company was relieved of its direct insurance obligation. Approximately
$18,500,000 of policy reserves and reinsurance recoverables will be
transferred to Conseco in the first quarter 1999. The Company will
recognize into income approximately $10,298,000 of reinsurance gain,
previously deferred, related to the converted policies in the first
quarter of 1999.
<PAGE>
Report of Independent Accountants
To the Board of Directors of
Intramerica Life Insurance Company:
In our opinion, the accompanying statement of net assets of the Intramerica
Variable Annuity Account (the Money Market, Bond, Capital Growth, Balanced,
International, Growth and Income, and Global Discovery Subaccounts), and the
related statements of operations and changes in net assets present fairly, in
all material respects, the financial position of each of the respective
subaccounts comprising the Intramerica Variable Annuity Account at December 31,
1998, and the results of their operations for the year then ended and the
changes in net assets for the years ended December 31, 1998 and 1997, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the management of Intramerica Variable
Annuity Account; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, evaluating the overall financial statement presentation. We
believe that our audits, which include confirmation of securities held as of
December 31, 1998 by correspondence with the custodian, provide a reasonable
basis for the opinion expressed above.
PricewaterhouseCoopers LLP
February 17, 1999
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
STATEMENT OF NET ASSETS
December 31, 1998
<TABLE>
<CAPTION>
Money Capital
Total Market Bond Growth Balanced
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment in series mutual funds, at
net asset value (cost $48,838,315
in total; and $6,824,109, $1,773,272,
$12,168,684, $5,193,135, $9,504,901,
$11,562,279 and $1,811,935 for
each portfolio, respectively.) $55,537,027 $6,824,109 $1,785,619 $15,319,869 $6,746,836
------------- ------------- ------------- ------------- -------------
Total net assets $55,537,027 $6,824,109 $1,785,619 $15,319,869 $6,746,836
============= ============= ============= ============= =============
Net assets:
For variable annuity contracts $55,537,027 $6,824,109 $1,785,619 $15,319,869 $6,746,836
------------- ------------- ------------- ------------- -------------
Total net assets $55,537,027 $6,824,109 $1,785,619 $15,319,869 $6,746,836
============= ============= ============= ============= =============
Growth and Global
International Income Discovery
------------- ------------- -------------
Investment in series mutual funds, at
net asset value (cost $48,838,315
in total; and $6,824,109, $1,773,272,
$12,168,684, $5,193,135, $9,504,901,
$11,562,279 and $1,811,935 for
each portfolio, respectively.)
$10,202,384 $12,604,172 $2,054,038
------------- ------------- -------------
Total net assets
$10,202,384 $12,604,172 $2,054,038
============= ============= =============
Net assets:
For variable annuity contracts
$10,202,384 $12,604,172 $2,054,038
Total net assets ------------- ------------- -------------
$10,202,384 $12,604,172 $2,054,038
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
STATEMENT OF OPERATIONS
For the year ended December 31, 1998
<TABLE>
<CAPTION>
Money Capital
Total Market Bond Growth Balanced
------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend income $4,000,448 $315,561 $113,374 $755,267 $366,116
Less: administrative expenses
and mortality and expense
risk charges 364,992 43,165 12,973 93,393 37,316
------------- -------------- ------------- ------------- -------------
Net investment income 3,635,456 272,396 100,401 661,874 328,800
------------- -------------- ------------- ------------- -------------
Gains on investments:
Realized gains:
Proceeds from sales of fund share 155,354,440 68,904,049 1,160,130 7,637,727 1,019,765
Cost of fund shares sold 151,961,648 68,904,049 1,152,597 6,535,475 831,884
------------- -------------- ------------- ------------- -------------
Net realized gains 3,392,792 0 7,533 1,102,252 187,881
------------- -------------- ------------- ------------- -------------
Unrealized gains:
Beginning of year 6,430,372 0 17,994 2,294,751 927,379
End of year 6,699,998 0 12,347 3,151,185 1,553,701
------------- -------------- ------------- ------------- -------------
Change in unrealized gains 269,626 0 (5,647) 856,434 626,322
------------- -------------- ------------- ------------- -------------
Net realized and unrealized
gains (losses) on investments 3,662,418 0 1,886 1,958,686 814,203
------------- -------------- ------------- ------------- -------------
Increase in net assets from
operations $7,297,874 $272,396 $102,287 $2,620,560 $1,143,003
============= ============== ============= ============= =============
Growth and Global
International Income Discovery
-------------- -------------- -------------
Investment income:
Dividend income $1,177,389 $1,223,618 $49,123
Less: administrative expenses
and mortality and expense
risk charges 69,152 94,910 14,083
-------------- -------------- -------------
Net investment income 1,108,237 1,128,708 35,040
-------------- -------------- -------------
Gains on investments:
Realized gains:
Proceeds from sales of fund share 63,520,559 9,804,782 3,307,428
Cost of fund shares sold 62,568,925 8,825,577 3,143,141
-------------- -------------- -------------
Net realized gains 951,634 979,205 164,287
-------------- -------------- -------------
Unrealized gains:
Beginning of year 732,537 2,297,228 160,483
End of year 697,483 1,043,179 242,103
-------------- -------------- -------------
Change in unrealized gains (35,054) (1,254,049) 81,620
-------------- -------------- -------------
Net realized and unrealized
gains (losses) on investments 916,580 (274,844) 245,907
-------------- -------------- -------------
Increase in net assets from
operations $2,024,817 $853,864 $280,947
============== ============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 1998
<TABLE>
<CAPTION>
Money Capital
Total Market Bond Growth Balanced
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Changes in assets:
Operations:
Net investment income $3,635,456 $272,396 $100,401 $661,874 $328,800
Net realized gains 3,392,792 0 7,533 1,102,252 187,881
Change in unrealized gains 269,626 0 (5,647) 856,434 626,322
------------- ------------- ------------- ------------- -------------
Net change from operations 7,297,874 272,396 102,287 2,620,560 1,143,003
------------- ------------- ------------- ------------- -------------
Capital share transactions:
Premiums 4,652,536 1,943,364 75,482 828,246 369,101
Contract claims (212,059) (127,476) (28,607) (18,926) (7,430)
Contract surrenders (2,851,454) (693,926) (65,938) (427,878) (199,667)
Transfers (to) from general account
and portfolio transfers, net (50,198) 1,148,809 (268,761) 518,942 916,826
------------- ------------- ------------- ------------- -------------
Net change from capital share
transaction 1,538,825 2,270,771 (287,824) 900,384 1,078,830
------------- ------------- ------------- ------------- -------------
Total change in net assets $8,836,699 $2,543,167 ($185,537) $3,520,944 $2,221,833
============= ============= ============= ============= =============
Net assets:
Beginning of year $46,700,328 $4,280,942 $1,971,156 $11,798,925 $4,525,003
End of year 55,537,027 6,824,109 1,785,619 15,319,869 6,746,836
------------- ------------- ------------- ------------- -------------
Total change in net assets $8,836,699 $2,543,167 ($185,537) $3,520,944 $2,221,833
============= ============= ============= ============= =============
Growth and Global
International Income Discovery
------------- ------------- --------------
Changes in assets:
Operations:
Net investment income $1,108,237 $1,128,708 $35,040
Net realized gains 951,634 979,205 164,287
Change in unrealized gains (35,054) (1,254,049) 81,620
------------- ------------- --------------
Net change from operations 2,024,817 853,864 280,947
------------- ------------- --------------
Capital share transactions:
Premiums 280,800 1,047,004 108,539
Contract claims (18,176) (9,554) (1,890)
Contract surrenders (635,996) (761,055) (66,994)
Transfers (to) from general account
and portfolio transfers, net (220,663) (2,033,998) (111,353)
------------- ------------- --------------
Net change from capital share
transaction (594,035) (1,757,603) (71,698)
------------- ------------- --------------
Total change in net assets $1,430,782 ($903,739) $209,249
============= ============= ==============
Net assets:
Beginning of year $8,771,602 $13,507,911 $1,844,789
End of year 10,202,384 12,604,172 2,054,038
------------- ------------- --------------
Total change in net assets $1,430,782 ($903,739) $209,249
============= ============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 1997
<TABLE>
<CAPTION>
Money Capital
Total Market Bond Growth Balanced
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Changes in assets:
Operations:
Net investment income $2,004,393 $197,454 $93,918 $732,067 $295,134
Net realized gains (losses) 3,679,065 0 (19,409) 1,279,878 194,834
Change in unrealized gains and losses 2,385,615 0 54,919 1,090,535 365,156
------------- ------------- ------------- ------------- -------------
Net change from operations 8,069,073 197,454 129,428 3,102,480 855,124
------------- ------------- ------------- ------------- -------------
Capital share transactions:
Premiums 4,828,451 806,918 191,240 828,191 286,710
Capital withdrawals (525,430)
Contract claims (422,036) (41,928) (115,937) (88,901)
Contract surrenders (4,460,970) (688,934) (320,624) (1,381,268) (448,168)
Transfers (to)from general account
and portfolio transfers, net 159,345 (295,087) 14,680 48,079 (131,169)
------------- ------------- ------------- ------------- -------------
Net change from capital share
transaction (420,640) (219,031) (114,704) (620,935) (381,528)
------------- ------------- ------------- ------------- -------------
Total change in net assets $7,648,433 ($21,577) $14,724 $2,481,545 $473,596
============= ============= ============= ============= =============
Net assets:
Beginning of year 39,051,895 4,302,519 1,956,432 9,317,380 4,051,407
End of year 46,700,328 4,280,942 1,971,156 11,798,925 4,525,003
------------- ------------- ------------- ------------- -------------
Total change in net assets $7,648,433 ($21,577) $14,724 $2,481,545 $473,596
============= ============= ============= ============= =============
Growth and Global
International Income Discovery
------------- ------------- -------------
Changes in assets:
Operations:
Net investment income $157,522 $529,659 ($1,361)
Net realized gains (losses) 1,029,252 1,089,514 104,996
Change in unrealized gains and losses (320,543) 1,113,399 82,149
------------- ------------- -------------
Net change from operations 866,231 2,732,572 185,784
------------- ------------- -------------
Capital share transactions:
Premiums 600,697 1,828,798 285,897
Capital withdrawals (525,430)
Contract claims (99,624) (75,646)
Contract surrenders (1,157,215) (443,625) (21,136)
Transfers (to)from general account
and portfolio transfers, net (915,480) 1,560,127 (121,805)
------------- ------------- -------------
Net change from capital share
transaction (1,571,622) 2,869,654 (382,474)
------------- ------------- -------------
Total change in net assets ($705,391) $5,602,226 ($196,690)
============= ============= =============
Net assets:
Beginning of year 9,476,993 7,905,685 2,041,479
End of year 8,771,602 13,507,911 1,844,789
------------- ------------- -------------
Total change in net assets ($705,391) $5,602,226 ($196,690)
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS
1. Organization:
The Intramerica Variable Annuity Account (the "Variable Account") is a unit
investment trust registered under the Investment Company Act of 1940, as
amended. The Variable Account was established by First Charter Life Insurance
Company ("First Charter") as a separate investment account on June 8, 1988. On
November 1, 1992, the Variable Account was transferred from First Charter to
Intramerica Life Insurance Company ("Intramerica") pursuant to a merger with and
into Intramerica. Intramerica is 98% owned by LUK-CPH, Inc. ("LUK-CPH") and 2%
owned by Charter National Life Insurance Company ("Charter National"). LUK-CPH
is owned by LUK-CPG, Inc ("LUK-CPG"). LUK-CPG and Charter National are
wholly-owned by Leucadia National Corporation ("Leucadia"). On December 21,
1998, Leucadia and Allstate Life Insurance Company ("Allstate") announced an
agreement for Allstate to purchase Intramerica. The transaction is subject to
regulatory approvals and is expected to close before July 1, 1999.
The Variable Account receives funds representing premiums collected under the
variable annuity contracts (the "Contracts") offered by Intramerica. The funds
are directed by the Contract owners into one or more subaccounts, each of which,
in turn, invests exclusively in the shares of up to seven portfolios of the
Scudder Variable Life Investment Fund (the "Fund"), an open-end, diversified
investment company managed by Scudder Kemper Investors, Inc. (the "Adviser").
The Fund, at December 31, 1998, consists of the Money Market Portfolio, the Bond
Portfolio, the Capital Growth Portfolio, the Balanced Portfolio, the
International Portfolio, the Growth and Income Portfolio and the Global
Discovery Portfolio (collectively referred to as the "Portfolios").
The Adviser receives compensation for its management and advisory services.
Total annual compensation received by the Adviser in 1998 and 1997 as a
percentage of average net assets was as follows:
1998 1997
---- ----
Money Market .440% .460%
Bond .570% .620%
Capital Growth .500% .510%
Balanced .560% .570%
International 1.040% 1.000%
Growth and Income .560% .580%
Global Discovery 1.720% 1.500%
Intramerica has an agreement whereby it reimburses the Fund for its share of the
annual operating expenses incurred by the Adviser that exceed 1.50% of the
average daily net assets in the International and Global Discovery Portfolios
and .75% of the average daily net assets in the remaining Portfolios.
Intramerica's share of such excess expenses are determined by the proportion of
its investment in the Fund to the total investment of all companies
participating in the Fund.
Each subaccount is denominated in units having a distinct value (the "Unit
Value"). For each subaccount, the Unit Value for the Contracts on a given date
is based on the net asset value of a share of the corresponding Portfolio in
which such subaccount invests. When a payment is allocated or an amount is
transferred to a subaccount, a number of units is purchased based on the Unit
Value of the subaccount. When amounts are transferred out of or deducted from a
subaccount, units are redeemed in a similar manner.
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS, continued
1. Organization, continued:
Intramerica is domiciled in the State of New York. Under New York insurance
regulations, the assets of the Variable Account are the property of Intramerica.
The assets of each subaccount attributable to the Contracts, and the income
arising therefrom, may not be used to settle the liabilities arising from any
other subaccount or from any other business operations of Intramerica. The
assets of each subaccount in excess of those attributable to the Contracts, and
the income arising therefrom, are available for Intramerica's general use.
2. Significant Accounting Policies:
Investment Valuation:
Investments made in the Portfolios of the Fund are valued at their respective
net asset values. Transactions are recorded on the trade date. Dividend income
is recognized when declared in all Portfolios except the Money Market Portfolio,
which recognizes income based upon a daily earnings rate. Gains and losses on
investments, both realized and unrealized, are determined on the basis of the
weighted average cost of the aggregate shares held in each of the Portfolios of
the Fund.
Federal Income Taxes:
Under current law, the net income and realized gains and losses attributable to
the Contracts are subject to taxation, under certain circumstances, upon the
withdrawal of such funds. The Variable Account makes no provision for such
future, potentially taxable events as any such taxes that would then become
payable would be the responsibility of the owners of the Contracts. Similar
items attributable to Intramerica's capital contribution are included in its
federal income tax return, with provisions for such tax included in the accounts
of Intramerica.
At the present time, Intramerica makes no charge to the Variable Account for any
federal, state or local taxes that it incurs which may be attributable to such
Account or to the Contracts. Intramerica, however, reserves the right in the
future to make a charge for any such tax or other economic burden resulting from
the application of the tax laws that it determines to be properly attributable
to the Variable Account or to the Contracts.
Use of Estimates in Preparing Financial Statements:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS, continued
3. Charges and Deductions:
Mortality and Expense Risk Charges and Administrative Expenses:
Intramerica assumes certain mortality and expense risks related to the operation
of the Variable Account and deducts daily charges from the Contract's values at
an annual rate of .40%. Intramerica reserves the right to increase the mortality
and expense risk charge to an annual rate of .70%. In addition, similar
deductions are made on a daily basis for administrative expenses at an annual
rate of .30%.
Records Maintenance Charge:
The Contract permits Intramerica to deduct a records maintenance charge of up to
$40 from each Contract at the end of each Contract year to reflect the cost of
performing records maintenance. No charge was imposed for records maintenance in
the years ended December 31, 1998 and 1997.
Transfer Charge:
The Contract permits Intramerica to deduct a transfer charge of $20 for the
third and each subsequent transfer request made during a Contract year. No
charge was imposed for transfers in the years ended December 31, 1998 and 1997.
4. Distribution of the Contracts:
CNL, Inc. ("CNL"), which acts as the principal underwriter for the Contracts, is
registered as a broker-dealer with the Securities and Exchange Commission (the
"SEC") and is a member of the National Association of Securities Dealers, Inc.
(the "NASD"). CNL receives commissions and underwriting fees directly from
Intramerica. CNL and Intramerica have contracted with Scudder Fund Distributors,
Inc. ("Scudder") for Scudder's services in connection with the distribution of
the Contracts. Scudder is registered with the SEC as a broker-dealer and is a
member of the NASD. On September 2, 1998, Leucadia, then sole owner of CNL, sold
all of the stock of CNL to Allstate.
<PAGE>
INTRAMERICA VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS, continued
5. Investments:
The following table presents selected data regarding the investments in each of
the Portfolios of the Fund at December 31, 1998.
<TABLE>
<CAPTION>
Portfolio Number of Shares Cost Net Asset Net Asset Value Per
Value Total Share
<S> <C> <C> <C> <C>
Money Market 6,824,109 $6,824,109 $6,824,109 $ 1.00
Bond 259,538 1,773,272 1,785,619 6.88
Capital Growth 639,661 12,168,684 15,319,869 23.95
Balanced 443,579 5,193,135 6,746,836 15.21
International 700,713 9,504,901 10,202,384 14.56
Growth and Income 1,120,371 11,562,279 12,604,172 11.25
Global Discovery 255,477 1,811,935 2,054,038 8.04
---------------- ----------------
Total $ 48,838,315 $ 55,537,027
================ ================
</TABLE>
The number and cost of Fund shares purchased and sold for the years ended
December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Portfolio Purchases Sales
1998 Shares Cost Shares Cost
- - ---- ------ ---- ------ ----
<S> <C> <C> <C> <C>
Money Market 71,447,217 $71,447,217 68,904,049 $ 68,904,049
Bond 141,578 972,704 168,963 1,152,597
Capital Growth 427,889 9,199,984 360,159 6,535,475
Balanced 177,452 2,427,393 74,098 831,884
International 4,581,577 64,034,762 4,502,522 62,568,925
Growth and Income 817,257 9,177,173 873,533 8,825,577
Global Discovery 440,849 3,270,770 445,935 3,143,141
--------------- -----------------
Total $160,530,003 $ 151,961,648
=============== =================
</TABLE>
<TABLE>
<CAPTION>
Portfolio Purchases Sales
1997 Shares Cost Shares Cost
- - ---- ------ ---- ------ ----
<S> <C> <C> <C> <C>
Money Market 16,068,665 $ 16,068,665 16,090,242 $ 16,090,242
Bond 186,849 1,261,321 190,630 1,301,516
Capital Growth 414,682 7,657,398 407,442 6,266,388
Balanced 97,466 1,193,679 106,198 1,085,238
International 488,217 6,800,791 581,804 7,185,639
Growth and Income 985,729 10,222,337 652,805 5,733,510
Global Discovery 226,291 1,500,148 288,236 1,778,987
--------------- ----------------
Total $ 44,704,339 $ 39,441,520
=============== ================
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 24. Financial Statements and Exhibits
(a) Financial Statements
All required financial statements are included in Part B of this Registration Statement.
(b) Exhibits
(1)(a) Resolutions of the Board of Directors of First Charter Life Insurance Company authorizing establishment
of the Variable Annuity Account. 1/
(b) Resolutions of the Board of Directors of Intramerica regarding the acquisition of the Variable Annuity
Account. 1/
(2) Not Applicable.
(3)(a) Principal Underwriting Agreement, dated September 1,1989, amended
January 25, 1991, by and between First Charter Life Insurance Company
on its own behalf and on behalf of First Charter Variable Annuity
Account, and CNL, Inc. 1/
(b) Amendment, dated October 26, 1992, to the Principal Underwriting Agreement. 1/
(c) Form of Marketing and Solicitation Agreement between Scudder Fund Distributors, Inc., First Charter Life
Insurance Company, CNL, Inc. and First Charter Variable Annuity Account. 1/
(d) Amendment, dated October 26, 1992, to the Marketing and Solicitation
Agreement. 1/
(4)(a) Contract for the Flexible Premium Variable Deferred Annuity (S 1802). 1/
(5)(a) Application for the Flexible Premium Variable Deferred Annuity (A 1802). 1/
(b) Financial Questionnaire (B 1802) 1/
(6)(a) Charter of Intramerica Life Insurance Company. 1/
(b) By-Laws of Intramerica Life Insurance Company. 1/
(7) Not Applicable.
(8)(a) Participation Agreement dated May 11, 1994, by and between Scudder Variable Life Investment Fund and
Intramerica Life Insurance Company. 1/
(b) Reimbursement Agreement dated May 11, 1994, by and between Scudder, Stevens & Clark, Inc. and
Intramerica Life Insurance Company. 1/
(c) General Services and Expense Reimbursement Agreement dated September
1, 1989, between First Charter Life Insurance Company and Charter
National Life Insurance Company. 1/
(d) Purchase Agreement dated February 11, 1998 between Intramerica Life
Insurance Company, Leucadia National Corporation and Allstate Life
Insurance Company. 2/
(e) Form of Coinsurance Agreement between Intramerica Life Insurance Company and Allstate Life
Insurance Company of New York. 2/
(f) Form of Administrative Services Agreement between Intramerica Life Insurance Company and
Allstate Life Insurance Company of New York. 2/
(9) Opinion and Consent of Counsel. 5/
(10)(a) Consent of Sutherland Asbill & Brennan LLP. 5/
(10)(b) Consent of Independent Accountants. 5/
(11) Not Applicable.
(12) Not Applicable.
(13) Schedule for Computation of Performance Data. 3/
(14) Not Applicable.
(15) Powers of Attorney. 4/ 5/
</TABLE>
1/ Incorporated herein by reference to registrant's Post-Effective Amendment No.
6 to this Form N-4 Registration Statement filed with the SEC via EDGARGLINK on
February 26, 1997 (File No. 33-54116).
2/ Incorporated herein by reference to registrant's Post-Effective Amendment No.
8 to this Form N-4 Registration Statement filed with the SEC via EDGARGLINK on
April 23, 1998 (File No. 33-54116).
3/ Incorporated herein by reference to a similarly-numbered exhibit to
Post-Effective Amendment No. 15 to the Form N-4 Registration Statement filed
with the SEC via EDGARLINK on February 24, 1997 (File No. 33-22925).
4/ Incorporated herein by reference to Registrant's Post-Effective Amendment No.
9 to this Form N-4 Registration Statement filed with the SEC via EDGARLINK on
February 26, 1999 (File No. 033-54116).
5/ Filed herewith
<PAGE>
<TABLE>
<CAPTION>
Item 25. Directors and Officers of the Depositor
<S> <C>
- - ---------------------------------------------------- ---------------------------------------------------------------
Name and Principal Business Address Positions and offices with Depositor
- - ---------------------------------------------------- ---------------------------------------------------------------
Richard G. Petitt*** Chairman, President, Director, Chief Executive
Empire Insurance Group Officer and Chief Operating Officer
- - ---------------------------------------------------- ---------------------------------------------------------------
John R. Petrowski* Vice President, General Counsel, Corporate Secretary and
Empire Insurance Group Director
- - ---------------------------------------------------- ---------------------------------------------------------------
Rocco Nittoli* Vice President, Treasurer, Controller and Director
Empire Insurance Group
- - ---------------------------------------------------- ---------------------------------------------------------------
Laura Ulbrandt**
Leucadia National Corporation Assistant Secretary
- - ---------------------------------------------------- ---------------------------------------------------------------
Elizabeth H. Lally
23 Highclere Lane Director
Valhalla, NY 10595
- - ---------------------------------------------------- ---------------------------------------------------------------
Mark Hornstein**
Leucadia National Corporation Director
- - ---------------------------------------------------- ---------------------------------------------------------------
Barbara Lowenthal**
Leucadia National Corporation Vice President
- - ---------------------------------------------------- ---------------------------------------------------------------
Timothy C. Sentner**
Leucadia National Corporation Vice President
- - ---------------------------------------------------- ---------------------------------------------------------------
Joseph A. Orlando**
Leucadia National Corporation Vice President and Director
- - ---------------------------------------------------- ---------------------------------------------------------------
William R. Ziegler
Parson & Brown Director
666 3rd Avenue
New York, NY 10017
- - ---------------------------------------------------- ---------------------------------------------------------------
James E. Jordan Director
9 West 57th St.
Suite 4000
New York, NY 10019
- - ---------------------------------------------------- ---------------------------------------------------------------
Louis V. Siracusano Director
McKenna, Siracusano, Fehringer & Chianese
361 Atlantic Ave.
East Rockaway, NY 11518
- - ---------------------------------------------------- ---------------------------------------------------------------
Harry H. Wise Director
H.W. Associates Inc.
150 E. 58 Street
New York, NY 10155
- - ---------------------------------------------------- ---------------------------------------------------------------
</TABLE>
* The business address of the indicated Directors and Officers is: 335 Adams
Street, Brooklyn, NY 11201.
** The business address of the indicated Directors and Officers is: 315 Park
Avenue South, New York, NY 10010.
*** The business address of the indicated Director and Officer is: 3535 S.E.
Doubleton Drive, Stuart, FL 34997.
Item 26. Persons Controlled by or Under Common Control With the Depositor or
Registrant
Set forth below is certain information concerning each of the persons under
common control with Intramerica, including state of organization, percentage of
voting securities owned or other basis of control and principal business.
As described in the Prospectus, Intramerica is a subsidiary of Charter National
Life Insurance Company ("Charter"). Charter is a wholly owned subsidiary of
Leucadia National Corporation ("Leucadia"), a New York corporation. On December
21, 1998 Allstate Life Insurance Company ("Allstate") announced that it entered
into an agreement National Corporation to purchase Intramerica and Charter. The
transaction is subject to regulatory approvals and is expected to close by July
1, 1999.
CNL, Inc. ("CNL") is the principal underwriter of the Contracts. On September 2,
1998, Leucadia, then sole owner of all of the stock of CNL, sold all of its CNL
stock to Allstate.
Set forth below is certain information concerning each of the active persons
under common control with Charter (other than CNL), including state of
organization, percentage of voting securities owned or other basis of control
and principal business.
<TABLE>
<CAPTION>
Percent of
Jurisdiction Voting
of Securities Principal
Name Incorporation Owned* Business
- - ----- ------------- ---------- ---------
<S> <C> <C> <C>
Centurion Ins. Co. New York 100% Insurance
WMAC Investment Corp. Wisconsin 100% Holding Company
Bellpet, Inc. Delaware 100% Holding Company
Baldwin-CIS L.L.C. Delaware 100% Investments
Conwed Corporation Delaware 100% Real Estate
Leucadia Film
Corporation Utah 100% Film Products
Neward Corporation Delaware 100% Owner and Operator of
Oil Wells
Rastin Investing Corp. Delaware 100% Investments
HSD Venture California 100% Real Estate
American Investment
Company Delaware 100% Holding Company
Leucadia Aviation, Inc. Delaware 100% Aviation
LNC Investments, Inc. Delaware 100% Investments
The Sperry and
Hutchinson Co., Inc. New Jersey 100% Trading Stamps
Leucadia, Inc. New York 100% Manufacturing &
Investments
College Life
Development Corp. Indiana 100% Real Estate
Phlcorp, Inc. Pennsylvania 100% Holding Company
Empire Insurance Co. New York 100% Insurance
American Investment
Bank, N.A. United States 100% Banking
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percent of
Jurisdiction Voting
of Securities Principal
Name Incorporation Owned* Business
- - ---- ------------- ---------- ---------
<S> <C> <C> <C>
Wedgewood Investments
L.L.C. Delaware 100% Investments
Leucadia Financial
Corporation Utah 100% Real Estate
AIC Financial Corp. Delaware 100% Real Estate
Leucadia Cellars Ltd. Delaware 100% Investments
American Investment
Financial Utah 100% Thrift Loan
Allcity Insurance Co. New York 89.8% Insurance
Charter National Life
Insurance Company Missouri 100% Insurance
LUK-CP Administrative
Services, Inc. Delaware 100% Administrator
LUK-CPG, Inc. Delaware 100% Holding Company
LUK-CPH, Inc. Delaware 100% Holding Company
Intramerica Life
Ins. Co. New York 100% Insurance
Leucadia Properties, Inc. Utah 100% Real Estate
Terracor II Utah 100% Real Estate
CPAX, Inc. Delaware 100% Holding Company
Rosemary Beach Land Co. Florida 100% Real Estate
Rosemary Beach Cottage
Rental Co. Delaware 100% Real Estate Rental
Professional Data
Management, Inc. Indiana 100% Real Estate
Leucadia Investors, Inc. New York 100% Investments
Silver Mountain
Industries, Inc. Utah 100% Real Estate
Telluride Properties
Acquisition, Inc. Utah 100% Real Estate
Baldwin Enterprises,
Inc. Colorado 100% Holding Company
Commercial Loan Insurance
Company Wisconsin 100% Insurance
NSAC, Inc. Colorado 100% Real Estate
RERCO, Inc. Delaware 100% Finance
330 MAD. PARENT CORP. Delaware 100% Investments
WMAC Credit Insurance
Corp. Wisconsin 100% Insurance
CDS Devco, Inc. California 80% Investments
San Elijo Ranch, Inc. California 68% Real Estate
RRP, Inc. Colorado 100% Real Estate
CDS Holding Corporation Delaware 100% Holding Company
International Bottlers
L.L.C. Delaware 71% Holding Company
Pepsi International
Bottlers L.L.C. Delaware 71% Holding Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percent of
Jurisdiction Voting
of Securities Principal
Name Incorporation Owned* Business
- - ---- ------------- ---------- ---------
<S> <C> <C> <C>
LUK-REN, Inc. New York 100% Real Estate
Pine Ridge Associates,
L.P. Texas 75% Winery
Leucadia Bottling L.L.C. Utah 100% Holding Company
Leucadia Power Holdings,
Inc. Utah 100% Holding Company
</TABLE>
* Unless otherwise noted, voting securities are owned by Leucadia. A number of
subsidiaries of Leucadia are not included on this list. Taken together and
considered as a single subsidiary, they would not constitute a significant
subsidiary of Leucadia. More detailed information will be supplied upon request.
In addition, inactive companies are not included on this list.
Item 27. Numbers of Contract Owners
As of April 13, 1999, there were 1104 Owners of the Contract, of which 1081 were
Non-qualified and 23 were Qualified.
Item 28. Indemnification
Section 722 of New York General and Business Corporation Law, in brief, allows a
corporation to indemnify any person who is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
against expenses, including attorneys' fee, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation. Where any person was or is
a party or is threatened to be made a party in an action or suit by or in the
right of the corporation to procure a judgment in its favor, indemnification may
not be paid where such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless a court determines that the person is fairly and reasonably entitled to
indemnity. A corporation has the power to give any further indemnity, to any
person who is or was a director, officer, employee or agent, as provided for in
the articles of incorporation or as authorized by any by-law which has been
adopted by vote of the shareholders, provided that no such indemnity shall
indemnify any person whose action was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or the result of willful misconduct.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of Intramerica and the
Variable Account pursuant to the foregoing statute, or otherwise, Intramerica
and the Variable Account have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim is made for indemnification
against such liabilities (other than the payment by Intramerica or the Variable
Account of expenses incurred or paid by a director, officer or controlling
person in connection with the securities being registered), Intramerica or the
Variable Account will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the 1933 Act, and will be governed by the final adjudication of
such issue.
Item 29. Principal Underwriter
CNL is the principal underwriter for the Intramerica Variable Annuity Account, a
separate account of Intramerica formed in connection with the distribution of
variable annuity contracts by Intramerica. Currently, CNL also acts as principal
underwriter for variable annuity contracts and variable life policies issued by
the Charter National Variable Account. Commissions in the amount of $ _____ were
paid on the Contracts to CNL during Registrant's fiscal year ending 12/31/98.
<TABLE>
<CAPTION>
The directors and officers of CNL are as follows:
<S> <C>
- - ----------------------------------------------------------- --------------------------------------------------------
Name and Principal Business Address Positions and Offices with Underwriter
- - ----------------------------------------------------------- --------------------------------------------------------
John R. Hunter* Director
- - ----------------------------------------------------------- --------------------------------------------------------
Louis G. Lower, II* Director
- - ----------------------------------------------------------- --------------------------------------------------------
Michael J. Velotta* Director and Assistant Secretary
- - ----------------------------------------------------------- --------------------------------------------------------
Thomas J. Wilson, II* Director
- - ----------------------------------------------------------- --------------------------------------------------------
A. Sales Miller* President
- - ----------------------------------------------------------- --------------------------------------------------------
Karen C. Gardner* Vice President
- - ----------------------------------------------------------- --------------------------------------------------------
Kathleen A. Urbanowicz* Vice President, Secretary and Chief Compliance Officer
- - ----------------------------------------------------------- --------------------------------------------------------
Terry R. Young* General Counsel and Assistant Secretary
- - ----------------------------------------------------------- --------------------------------------------------------
James P. Zils* Treasurer
- - ----------------------------------------------------------- --------------------------------------------------------
Robert N. Roeters* Assistant Vice President
- - ----------------------------------------------------------- --------------------------------------------------------
Emma M. Kalaidjian* Assistant Secretary
- - ----------------------------------------------------------- --------------------------------------------------------
Brenda D. Sneed* Assistant Secretary
- - ----------------------------------------------------------- --------------------------------------------------------
Nancy M. Bufalino* Assistant Treasurer
- - ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
* The principal business address of this person is Allstate Life Insurance
Company, 3100 Sanders Road, Northbrook, Illinois 60062-7154.
Item 30. Location of Accounts and Records
All financial accounts and records required to be maintained by Section 31(a) of
the 1940 Act and the rules under it are maintained by Intramerica or an
affiliate at their respective home offices. All Contract Owner accounts and
documents required to be maintained by Section 31(a) of the 1940 Act and the
rules under it are maintained by Intramerica or by the Allstate, or by an
affiliate of Intramerica or Allstate, at their home offices or at the customer
service center.
<PAGE>
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
Intramerica Life Insurance Company hereby represents that the fees and charges
deducted under the Contract, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Intramerica Life Insurance Company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this registration statement and
has caused this registration statement to be signed on its behalf in the City of
New York and the State of New York on this 23rd day of April, 1999.
Intramerica Variable Annuity Account
(Registrant)
(Seal) By: Intramerica Life Insurance Company
(Depositor)
Attest: /s/John R. Pertowski By: /s/Rocco Nittoli
-------------------- ----------------
John R. Petrowski Rocco Nittoli
Vice President and Vice President and
General Counsel Treasurer
As required by the Securities Act of 1933 this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date____
*______________________________ Chairman of the Board 4/__/99
Richard G. Petitt President and Director
(Chief Executive Officer)
(Chief Operating Officer)
*_____________________________ Vice President, Treasurer 4/__/99
Rocco Nittoli Controller and Director
*_____________________________ Vice President, General 4/__/99
John R. Petrowski Counsel, Corporate
Secretary and Director
*______________________________ Vice President and Director 4/__/99
Joseph A. Orlando
*______________________________ Vice President 4/__/99
Timothy C. Sentner
*_____________________________ Assistant Secretary 4/__/99
Laura Ulbrandt
*_____________________________ Director 4/__/99
Mark Hornstein
*_____________________________ Director 4/__/99
Elizabeth H. Lally
*_____________________________ Vice President 4/__/99
Barbara Lowenthal
*______________________________ Director 4/__/99
William R. Ziegler
*_____________________________ Director 4/__/99
James E. Jordan
*_____________________________ Director 4/__/99
Louis V. Siracusano
*_____________________________ Director 4/__/99
Harry H. Wise
</TABLE>
* Pursuant to Power of Attorney
(Seal) Date: April 23, 1999
Attest: /s /John R. Petrowski By: /s/Rocco Nittoli
--------------------- ----------------
John R. Petrowski Rocco Nittoli
Vice President and Vice President and
General Counsel Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit 9 Opinion and Consent of Counsel
Exhibit 10(a) Consent of Sutherland Asbill & Brennan
Exhibit 10(b) Consent of Independent Accountants
Exhibit 15 Powers of Attorney
Timothy C. Sentner
James E. Jordan
Louis V. Siracusano
Harry H. Wise
[Letterhead of Intramerica Life Insurance Company]
April 23, 1999
Board of Directors
Intramerica Life Insurance Company
9 Ramland Road
Orangeburg, New York 10962
Gentlemen and Ladies:
Re: Intramerica Variable Annuity Account
In my capacity as Vice President and General Counsel of Intramerica Life
Insurance Company (the "Company"), I am rendering the following opinion in
connection with the filing with the Securities and Exchange Commission of
Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 under
the Securities Act of 1933 and the Investment Company Act of 1940, filed with
respect to certain flexible variable annuity contracts (the "Contracts") issued
by Intramerica Variable Annuity Account (the "Account").
In forming the following opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary and
appropriate.
It is my opinion that:
1. The Account is a separate investment account of the Company and is
duly created and validly existing pursuant to the laws of the State of
New York.
2. The Contracts, when issued in accordance with the Prospectus of the
Account and in compliance with applicable local law, are and will be
legal and binding obligations of the Company in accordance with their
terms.
3. Assets equal to the reserves and other contract liabilities and held
in the Account will not be chargeable with liabilities arising out of
any other business the Company may conduct.
I consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement and to the inclusion of my name under the
caption "Legal Matters" in the Statement of Additional Information filed as part
of this Registration Statement on Form N-4.
Very truly yours,
/s/ John R. Petrowski
---------------------
John R. Petrowski
Vice President and General Counsel
[Letterhead of Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415]
April 23, 1999
VIA EDGARLINK
Board of Directors
Intramerica Life Insurance Company
9 Ramland Road
Orangeburg, NY 10962
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of
Post-Effective Amendment No. 10 to the registration statement on Form N-4 for
Intramerica Variable Annuity Account (File No. 33-54116). In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,
Sutherland Asbill & Brennan LLP
By: /s/ Stephen E. Roth
--------------------
Stephen E. Roth
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Intramerica Life Insurance Company:
We consent to the inclusion of the following in Post-Effective Amendment No. 10
to the Registration Statement of the Intramerica Variable Annuity Account on
Form N-4 (File No. 811-5649 and Registration No. 33-54116):
o Our report dated February 17, 1999, on our audits of the financial
statements of the Intramerica Variable Annuity Account as of December 31,
1998 and for each of the two years in the period ended December 31, 1998.
o Our report dated February 17, 1999, on our audits of the financial
statements of Intramerica Life Insurance Company as of December 31, 1998
and 1997 and for each of the three years in the period ended December 31,
1998.
o The reference to our firm under the caption "Independent Accountants."
PricewaterhouseCoopers LLP
April 23, 1999
POWER OF ATTORNEY
We, the undersigned directors and officers of Intramerica Life Insurance
Company, a New York stock life insurance company, hereby constitute and appoint
Richard G. Petitt, John R. Petrowski and Rocco Nittoli, and each of them (with
power to each of them to act alone), our true and lawful attorneys-in-fact and
agents, with full power to sign for us and in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments) to
the Registration Statements filed with the Securities and Exchange Commission
for the purpose of registering the Intramerica Variable Annuity Account, which
became a separate account of Intramerica Life Insurance Company on November 1,
1992, as a unit investment trust under the Investment Company Act of 1940 and
the variable annuity contracts issued by said separate account under the
Securities Act of 1933, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys-in-fact and agents, to said Registration
Statements and any and all amendments thereto.
<TABLE>
<CAPTION>
Witness our hands on the date set forth below.
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
<S> <C> <C> <C>
Signature Date Signature Date
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ /s/
Richard G. Petitt Elizabeth H. Lally
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ /s/ James E. Jordan 2/26/99
Mark Hornstein James E. Jordan
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ /s/
John R. Petrowski Rocco Nittoli
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ /s/
Laura Ulbrandt Barbara Lowenthal
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ /s/ Louis V. Siracusano 2/26/99
William R. Ziegler Louis V. Siracusano
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/ Harry H. Wise 2/26/99 /s/ Timothy C. Sentner 2/26/99
Harry H. Wise Timothy C. Sentner
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
/s/
Joseph A. Orlando
- - ------------------------------------ ---------------------- ------------------------------- ------------------------
</TABLE>
