AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
FILE NO. 33-91914
811-7632
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 5 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11 /X/
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GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)
--------------
COPIES TO:
DAVID E. STONE, ESQUIRE JOHN R. HEDRICK, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY ALLSTATE LIFE FINANCIAL SERVICES, INC.
3100 SANDERS ROAD, 3100 SANDERS ROAD,
SUITE J5B SUITE J5B
NORTHBROOK, IL 60062 NORTHBROOK, IL 60062
------------
STATEMENT PURSUANT TO RULE 24F-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby states that, pursuant to paragraph (b)(1), it filed its Rule
24f-2 Notice for the fiscal year ending December 31, 1996 on February 28, 1997.
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<PAGE>
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on October 20, 1997 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
CROSS REFERENCE SHEET
SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B OF REGISTRATION
STATEMENT OF ADDITIONAL INFORMATION REQUIRED BY FORM N-4
ITEM OF FORM N-4 PROSPECTUS CAPTION
1. Cover Page. . . . . . . . . . . . . . Cover Page
2. Definitions . . . . . . . . . . . . . Glossary
3. Synopsis. . . . . . . . . . . . . . . Highlights; Summary of Variable
Account Expenses
4. Condensed Financials. . . . . . . . . --
(a) Chart . . . . . . . . . . . . . . Not Applicable
(b) MM Yield . . . . . . . . . . . . Not Applicable
(c) Location of Others . . . . . . . Financial Statements
5. General. . . . . . . . . . . . . . . . --
(a) Depositor . . . . . . . . . . . . Glenbrook Life and Annuity Company
(b) Registrant . . . . . . . . . . . The Variable Account
(c) Portfolio Company . . . . . . . . The Funds; The STI Classic
Variable Trust; the Prime Money
Fund
(d) Fund Prospectus . . . . . . . . . The STI Classic Variable Trust;
The Prime Money Fund
(e) Voting Rights . . . . . . . . . . Voting Rights
(f) Administrators . . . . . . . . . Charges & Other Deductions
Contract Maintenance Charge
6. Deductions & Expenses . . . . . . . . Charges & Other Deductions
(a) General . . . . . . . . . . . . . Charges & Other Deductions
(b) Sales Load Percent . . . . . . . Withdrawal Charge
(c) Special Purchase Plans . . . . . Not Applicable
(d) Commissions . . . . . . . . . . . Distribution of the Contracts
(e) Expenses--Registrant . . . . . . Charges & Other Deductions
(f) Fund Expenses . . . . . . . . . . Summary of Variable Account
Expenses; Expenses of the Funds
(g) Organizational Expenses . . . . . Not Applicable
7. Contracts. . . . . . . . . . . . . . . --
(a) Persons with Rights . . . . . . . Benefits under the Contract;
Payout Start Date for Income
Payments; Voting Rights;
Assignments; Beneficiary
(b) (i) Allocation of Purchase
Payments . . . . . . . . . Allocation of Purchase Payments
(ii) Transfers . . . . . . . . Transfers among portfolios
(iii) Exchanges . . . . . . . . Not Applicable
(c) Changes . . . . . . . . . . . . . Modification
(d) Inquiries . . . . . . . . . . . . Customer Inquiries
8. Annuity Period . . . . . . . . . . . . Payout Start Date for Income
Payments
(a) Material Factors . . . . . . . . Amount of Variable Annuity Income
Payments
(b) Dates . . . . . . . . . . . . . . Payout Start Date for Income
Payments
(c) Frequency, duration & level . . . Amount of Variable Annuity Income
Payments
<PAGE>
(d) AIR . . . . . . . . . . . . . . . Amount of Variable Annuity Income
Payments
(e) Minimum . . . . . . . . . . . . . Amount of Variable Annuity Income
Payments
(f) --Change Options . . . . . . . . Transfers among Portfolios
--Transfer . . . . . . . . . . . --
9. Death Benefit . . . . . . . . . . . . Death Benefit Payable; Death
Benefit Amount; Death Benefit
Payment Provisions
10. Purchases & Contract Value. . . . . . --
(a) Purchases . . . . . . . . . . . . Purchase of the Contracts:
Crediting of Purchase Payments
(b) Valuation . . . . . . . . . . . . Accumulation Units; Accumulation
Unit Value
(c) Daily Calculation . . . . . . . . Accumulation Units; Accumulation
Unit Value; Allocation of Purchase
Payments
(d) Underwriter . . . . . . . . . . . Distribution of the Contracts
11. Redemptions . . . . . . . . . . . . . --
(a) --By Owners . . . . . . . . . . . Withdrawals
(b) --By Annuitant . . . . . . . . . Income Plans
(c) Texas ORP . . . . . . . . . . . . Not Applicable
(d) Lapse . . . . . . . . . . . . . . Not Applicable
(e) Free Look . . . . . . . . . . . . Highlights
12. Taxes . . . . . . . . . . . . . . . . Federal Tax Matters
13. Legal Proceedings . . . . . . . . . . Not Applicable
14. SAI Contents . . . . . . . . . . . . . SAI Table of Contents
15. Cover Page . . . . . . . . . . . . . . Cover Page
16. Table of Contents. . . . . . . . . . . Table of Contents
17. General Information & History . . . . --
(a) Depositor's Name . . . . . . . . Glenbrook Life and Annuity Company
(b) Assets of Sub-account . . . . . . The Variable Account
(c) Control of Depositor . . . . . . Glenbrook Life and Annuity Company
18. Services . . . . . . . . . . . . . . . --
(a) Fees & Expenses of Registrant . . Contract Maintenance Charge
(b) Management Contracts . . . . . . Contract Maintenance Charge;
Distribution of the Contracts
(c) Custodian . . . . . . . . . . . . SAI: Safekeeping of the Variable
Account's Assets
Independent Public Accountant . . Experts
(d) Assets of Registrant . . . . . . SAI: Safekeeping of the Variable
Account Assets
(e) Affiliated Persons . . . . . . . Not Applicable
(f) Principal Underwriter . . . . . . Distribution of the Contracts
19. Purchase of Securities Being Offered --
(a) Offering . . . . . . . . . . . . SAI: Purchase of Contracts
(b) Sales load . . . . . . . . . . . SAI: Sales Commissions
20. Underwriters . . . . . . . . . . . . --
(a) Principal Underwriter . . . . . . Distribution of the Contracts
(b) Continuous offering . . . . . . . SAI: Purchase of Contracts
(c) Commissions . . . . . . . . . . . SAI: Sales Commissions;
(d) Unaffiliated Underwriters . . . . N/A
21. Calculation of Performance Data . . . SAI: Performance Data
22. Annuity Payments . . . . . . . . . . . Income Payments
23. Financial Statements . . . . . . . . . --
(a) Financial Statements of SAI: Variable Account Financial
Registrant . . . . . . . . . . . Statements
<PAGE>
(b) Financial Statements of Depositor Glenbrook Life and Annuity
. . . . . . . . . . . . . . . . Company Financial Statements
24a. Financial Statements . . . . . . . . Part C. Financial Statements
24b. Exhibits . . . . . . . . . . . . . . Part C. Exhibits
25. Directors and Officers . . . . . . . Part C. Directors & Officers of
Depositor
26. Persons Controlled By or Under Part C. Persons Controlled
Common Control with Depositor or by or Under Common Control with
Registrant. . . . . . . . . . . . . . Depositor or Registrant
27. Number of Contract Owners . . . . . . Part C. Number of Contract Owners
28. Indemnification . . . . . . . . . . . Part C. Indemnification
29a. Relationship of Principal Underwriter Part C. Relationship of Principal
to Other Investment Companies . . . . Underwriter to Other Investment
Companies
29b. Principal Underwriters . . . . . . . Part C. Principal Underwriters
29c. Compensation of Underwriter . . . . . Part C. Compensation of Allstate
Life Financial Services, Inc.
30. Location of Accounts and Records . . Part C. Location of Accounts and
Records
31. Management Services . . . . . . . . . Part C. Management Services
32. Undertakings . . . . . . . . . . . . Part C. Undertakings
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated
into Part A and Part B of this Post-effective Amendment No. 5, respectively, by
reference to Post-effective Amendment 4 to the Registration Statement on Form
N-4 (File No. 33-91914), as filed electronically on May 1, 1997.
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1997
OF GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
GLENBROOK LIFE AND ANNUITY COMPANY HAS ADDED THE SMALL CAP EQUITY SUB-ACCOUNT
FOR USE WITH YOUR CONTRACT. THE FOLLOWING INFORMATION IS ADDED TO YOUR
PROSPECTUS FOR THE GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT:
UNDER "THE FUNDS" - "THE STI CLASSIC VARIABLE TRUST" ON PAGE 12:
The Small Cap Equity portfolio seeks to provide capital appreciation with a
secondary goal of achieving current income by investing primarily in equity
securities of smaller companies (i.e., companies with market capitalizations of
less than $1 billion) which, in the portfolio's investment advisor opinion, are
undervalued for above-average capital growth.
UNDER "FUND EXPENSES" ON PAGE 8:
It is anticipated that the Small Cap Equity portfolio will have the following
expenses (net of voluntary reductions and reimbursements and as a percentage of
Fund assets): advisory fees, other expenses and total annual expenses, expressed
as a percentage of average net assets for the portfolio, will be .00%, 1.20% and
1.20%, respectively. Absent voluntary reductions and reimbursements, it is
estimated that advisory fees, other expenses and total annual expenses,
expressed as a percentage of average net assets for the portfolio, would be
1.15%, 1.75% and 2.90%, respectively. Fee reductions and expense reimbursements
are voluntary and may be terminated at any time after one year from the date of
this Supplement.
UNDER "EXAMPLE" ON PAGE 9:
For purchase payments allocated to the Small Cap Equity Sub-account, You (the
Owner) would pay the following cumulative expenses on a $1,000 investment,
assuming a 5% annual return under the following circumstances:
If you terminate your Contract or annuitize for a specified period of
less than 120 months at the end of the applicable time period:
(without Enhanced Death Benefit provision)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------ -------- ------- --------
Small Cap Equity Portfolio $81 $118 $158 $297
(with Enhanced Death Benefit provision)
1 Year 3 Years 5 Years 10 Years
------ -------- ------- --------
Small Cap Equity Portfolio $82 $121 $163 $307
</TABLE>
<PAGE>
If you do not terminate your Contract or if you annuitize for a specified period
of 120 months or more at the end of the applicable time period:
<TABLE>
<CAPTION>
(without Enhanced Death Benefit provision)
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------ -------- ------- --------
Small Cap Equity Portfolio $27 $82 $140 $297
(with Enhanced Death Benefit provision)
1 Year 3 Years 5 Years 10 Years
------- -------- ------- --------
Small Cap Equity Portfolio $28 $85 $145 $307
</TABLE>
STI Capital Management, N.A. serves as investment advisor to the Small Cap
Equity portfolio.
Please consult the accompanying amended prospectus for the Trust dated May 1,
1997 describing the Small Cap Equity portfolio for more detailed information
concerning the portfolio's investment objectives and policies. Please read the
amended prospectus carefully before making any decision concerning the
allocation of purchase payments to a particular variable Sub-account.
Please retain this Supplement for future reference.
October 20, 1997
<PAGE>
PART C
OTHER INFORMATION
24a. FINANCIAL STATEMENTS
Glenbrook Life and Annuity Company Financial Statements are contained in
Part A of this Registration Statement.
The financial statements of the Variable Account are contained in Part B of
this Registration Statement.
24b. EXHIBITS
The following exhibits correspond to those required by paragraph (b) of item
24 as to exhibits in Form N-4:
(1) Resolution of the Board of Directors of Glenbrook Life and Annuity
Company authorizing establishment of the Glenbrook Life and Annuity
Company Variable Annuity Account.*
(2) Not Applicable.
(3) Form of Underwriting Agreement.*
(4) Specimen Contract.**
(5) Form of application for a Contract.***
(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company.****
(b) By-laws of Glenbrook Life and Annuity Company.****
(7) Reinsurance Agreement.****
(8) Form of Participation Agreement.*****
(9) Opinion and Consent of Michael J. Velotta, Vice President, Secretary
and General Counsel of Glenbrook Life and Annuity Company.***
(10) (a) Consent of Accountants.
(b) Consent of Attorneys.****
(11) Not applicable.
(12) Not applicable.
(13) Computation of Performance Quotations.
(14) Financial Data Schedule******
(99) Powers of Attorney.*******
- - ---------------
<PAGE>
* Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated April 24, 1996.
** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated February 25, 1997.
*** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated May 4, 1995.
**** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 333-07275 dated June 28, 1996.
***** Previously filed and incorporated by reference with Registrant's Form
N-4 Registration Statement No. 33-91914 dated September 15, 1995.
****** Previously filed in Depositor's Form 10-K, filed March 31, 1997.
******* Previously filed and incorporated by reference with Registrants
Form N-4 Registration Statement No. 33-91914 dated February 28, 1997.
******** Previously filed and incorporated by reference with Registrants
Form N-4 Registration Statement No. 33-91914 dated May 1, 1997.
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Position and Office With Depositor
Business Address of the Trust
- - ---------------- ------------
Louis G. Lower, II Chairman of the Board and Chief Executive Officer
Michael J. Velotta Vice President, Secretary, General Counsel
and Director
Peter H. Heckman President, Chief Operating Officer and Director
Marla G. Friedman Vice President
Kevin R. Slawin Vice President
James P. Zils Treasurer
Casey J. Sylla Chief Investment Officer
John R. Hunter Director
G. Craig Whitehead Senior Vice President and Director
Sarah R. Donahue Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Keith A. Hauschildt Assistant Vice President and Controller
Barry S. Paul Assistant Vice President
Robert N. Roeters Assistant Vice President
Theodore A. Schnell Assistant Treasurer
C. Nelson Strom Assistant Vice President and Corporate Actuary
Steven E. Shebik Assistant Treasurer
Brenda D. Sneed Assistant Secretary and Assistant General Counsel
Patricia A. Wilson Assistant Treasurer
The principal business address of the foregoing officers and directors is 3100
Sanders Road, Northbrook, IL 60062
26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT
See 10-K Commission File #1-11840, The Allstate Corporation.
27. NUMBER OF CONTRACT OWNERS
As of October 3, 1997, there were 2,255 nonqualified contracts and 1,366
qualified contracts.
28. INDEMNIFICATION
<PAGE>
The by-laws of both Glenbrook Life and Annuity Company (Depositor) and
Allstate Life Financial Services, Inc. (Distributor), provide for the
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgments, fines and amounts paid in settlement as incurred by such
person, if such person acted properly. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of a duty
to the Company, unless a court determines such person is entitled to such
indemnity.
29a. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES
Glenbrook Life and Annuity Company Separate Account A
Glenbrook Life Multi-Manager Variable Account
Glenbrook Life Variable Life Separate Account A
Glenbrook Life A I M Variable Life Separate Account A
Allstate Life of New York Separate Account A
29b. PRINCIPAL UNDERWRITER
Name and Principal Business Allstate Life Financial
Address Of Each Such Person Services, Inc. ("ALFS")
----------------------------------------------------------------------
Louis G. Lower, II Director
Kevin R. Slawin Director
Michael J. Velotta Director and Secretary
Robert J. Kelly President and
Chief Executive Officer
Diane Bellas Vice President and Controller
Andrea J. Schur Vice President
Brent H. Hamann Vice President
James P. Zils Treasurer
John R. Hedrick General Counsel and
Assistant Secretary
Lisa A. Burnell Assistant Vice President and
Compliance Officer
Robert N. Roeters Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Steven E. Shebik Assistant Treasurer
The principal address of ALFS is 3100 Sanders Road, Northbrook, Illinois
29c. COMPENSATION OF ALLSTATE LIFE FINANCIAL SERVICES, INC.
None
30. LOCATION OF ACCOUNTS AND RECORDS
The Depositor, Glenbrook Life and Annuity Company, is located at 3100
Sanders Road, Northbrook, Illinois 60062.
The Distributor, Allstate Life Financial Services, Inc., is located at 3100
Sanders Road, Northbrook, Illinois 60062.
<PAGE>
Each company maintains those accounts and records required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
The undersigned registrant, Glenbrook Life and Annuity Company, hereby
undertakes:
(a) To file, as frequently as is necessary to ensure that the audited
financial statements in the registration statment are never more
than 16 months old for so long as payments under the variable
annuity contracts may be accepted; a post-effective amendment to
this registration statement
(b) To include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included
in the prospectus that the applicant can remove to send for a
Statement of Additional Information.
(c) To deliver any Statement of Additional Information and any
financial statements required to be made available under this Form
promptly upon written or oral request.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Act") may be permitted to directors, officers and controlling persons of
Glenbrook Life and Annuity Company ("Registrant"), Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other that the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be
<PAGE>
governed by the final adjudication of such issue.
33. REPRESENTATION PURSUANT TO SECTION 403(b) OF THE INTERNAL REVENUE CODE
The Company represents that it is relying upon a November 28, 1988
Securities and Exchange Commission no-action letter issued to the American
Council of Life Insurance ("ACLI") and that the provisions of paragraphs 1-4 of
the no-action letter have been complied with.
34. REPRESENTATION REGARDING CONTRACT EXPENSES
Glenbrook Life and Annuity Company ("Glenbrook Life") represents that the
fees and charges deducted under the Flexible Premium Deferred Variable Annuity
Contract hereby registered by this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Glenbrook Life.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 ("Securities Act") and the Investment
Company Act of 1940, the Registrant, Glenbrook Life and Annuity Company Variable
Annuity Account, 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, by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, in the
village of Northfield, and State of Illinois on the 10th day of October, 1997.
GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT
(REGISTRANT)
By: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
(SEAL)
Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
--------------------- -----------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary and Vice President, Secretary
Assistant General Counsel and General Counsel
As required by the Securities Act of 1933, this Registration Statement has been
duly signed below by the following Directors and Officers of Glenbrook Life and
Annuity Company on the 10th day of October, 1997.
*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- --------------------- Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/S/MICHAEL J. VELOTTA Vice President, Secretary,
- ------------------------ General Counsel and Director
Michael J. Velotta
*/PETER H. HECKMAN President, Chief Operating Officer
- ------------------- and Director
Peter H. Heckman
*/JOHN R. HUNTER Director
- -----------------
John R. Hunter
*/KEVIN R. SLAWIN Vice President
- ------------------ (Principal Financial Officer)
Kevin R. Slawin
*/MARLA G. FRIEDMAN Vice President
- --------------------
Marla G. Friedman
*/G. CRAIG WHITEHEAD Senior Vice President and Director
- ---------------------
G. Craig Whitehead
*/JAMES P. ZILS Treasurer
- ----------------
James P. Zils
*/CASEY J. SYLLA Chief Investment Officer
- -----------------
Casey J. Sylla
*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
- ---------------------- (Principal Accounting Officer)
Keith A. Hauschildt
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
