INTRAMERICA VARIABLE ANNUITY ACCOUNT
497, 1999-09-01
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                       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, as supplemented July 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..............................1
Purchase and Services Agreements..........................................1
Calculation of Yields and Total Returns...................................1
   Money Market Subaccount Yields.........................................1
   Other Subaccount Yields................................................1
   Total Returns..........................................................1
   Effect of the Records Maintenance Charge on Performance Data...........1
Other Performance Data....................................................1
   Cumulative Total Returns...............................................1
   Adjusted Historic Portfolio Performance................................1
   Comparison of Performance and Expense Information......................1
Legal Matters.............................................................1
Independent Accountants...................................................1
Financial Statements......................................................1







<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 a wholly-owned subsidiary of Allstate Life Insurance Company ("Allstate").

     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  National  Corporation,
Intramerica's parent company at that time, entered into a coinsurance  agreement
("the   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 Contract. On the same
date,  Intramerica  and  Allstate-NY  entered  into an  administrative  services
agreement ("Services  Agreement") under which Allstate-NY,  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-NY  retains the charges
deducted from Separate  Account or Contract  Values.  Allstate-NY is responsible
for payment of all  expenses in  connection  with the  Contract and the Separate
Account.  Allstate-NY's  principal address is P.O. Box 9075,  Farmingville,  New
York 11738-9075.

     On July 1, 1999, Allstate announced that it had purchased  Intramerica from
Leucadia National Corporation ("Leucadia").

     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 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  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)) (365/7) - 1

Where, for both formulas:

NCS  = The net change in the value of the Portfolio (exclusive of realized gains
     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>
- ----------------------- --------------------- -------------------- --------------------- --------------------
                                                                     Ten Year Period
                          One Year Period      Five Year Period     Ending 12/31/98 or       Subaccount
Subaccount                Ending 12/31/98       Ending 12/31/98      Since Inception       Inception Dates
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S>                            <C>                   <C>                  <C>                   <C>
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.

*** Five- 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>

- ----------------------- --------------------- -------------------- --------------------- --------------------
                                                                     Ten Year Period
                          One Year Period      Five Year Period     Ending 12/31/98 or       Subaccount
Subaccount                Ending 12/31/98       Ending 12/31/98      Since Inception       Inception Dates
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S>                            <C>                  <C>                   <C>                   <C>
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>
- ----------------------- --------------------- -------------------- --------------------- --------------------
                                                                   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
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S>                            <C>                   <C>                  <C>                  <C>  <C>
Money Market                   4.55%                 4.25%                4.51%                7/16/85
- ----------------------- --------------------- -------------------- --------------------- --------------------
Bond                           5.82%                 5.36%                7.83%                7/16/85
- ----------------------- --------------------- -------------------- --------------------- --------------------
Balanced                       22.32%               15.44%                12.89%               7/16/85
- ----------------------- --------------------- -------------------- --------------------- --------------------
Capital Growth                 22.36%               17.65%                15.98%               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.



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