<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1995
REGISTRATION NO. 33-91916
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C> <C>
ILLINOIS 6311 35-1113325
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
organization) Number)
</TABLE>
------------------------
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(Address of Principal Executive Office)
------------------------
MICHAEL J. VELOTTA, ESQUIRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
708/402-2400
(Name and Complete Address of Agent for Service)
------------------------
Copies to:
MARK J. MACKEY, ESQ. JOHN R. HEDRICK, ESQUIRE
ROUTIER, MACKEY AND JOHNSON, P.C. ALLSTATE LIFE FINANCIAL SERVICES, INC.
1700 K STREET N.W. 3100 SANDERS ROAD
WASHINGTON, D.C. 20006 NORTHBROOK, IL 60062
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The Annuity
Contract covered by this registration statement is to be issued promptly and
from time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Deferred Annuity Contracts and
Participating Interests
therein...................... $30,000,000 * * $10,344.83
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K, ITEM 501(B)
<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front Cover
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Inside Front Cover; Accumulation Units; Accumulation
Unit Value
4. Use of Proceeds...................................... Investments
5. Determination of Offering Price...................... Not Applicable
6. Dilution............................................. Not Applicable
7. Selling Security Holders............................. Not Applicable
8. Plan of Distribution................................. Purchase of the Contracts; Distribution of the
Contracts
9. Description of Securities to be Registered........... Purchase of the Contracts; Benefits under the
Contract; Charges and other Deductions; Federal Tax
Matters; Taxation of Annuities in General
10. Interests of Named Experts and Counsel............... Not Applicable
11. Information with Respect to the Registrant........... Glenbrook Life and Annuity Company and the Variable
Account; Selected Financial Data; Competition;
Employees; Properties; State and Federal Regulation;
Executive Officers and Directors of the Company;
Executive Compensation; Legal Proceedings
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
</TABLE>
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
1-800/453-6038
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
---------------------
This prospectus describes the STI Classic Variable Annuity, an Individual
Flexible Premium Deferred Variable Annuity Contract ("Contract") designed to aid
you in long-term financial planning and which can be used for retirement
planning.
The Contracts are issued by Glenbrook Life and Annuity Company ("Company"), a
wholly owned subsidiary of Allstate Life Insurance Company. Purchase payments
for the Contracts will be allocated to a series of Variable Sub-accounts of the
Glenbrook Life and Annuity Company Variable Annuity Account ("Variable Account")
and/or to one or more of the Fixed Account Options funded through the Company's
general account.
The Variable Sub-accounts invest in shares of the STI Classic Variable Trust and
the Prime Money Fund (the "Funds"). The Fixed Account Options include a Standard
Fixed Account and a Guaranteed Maturity Amount Fixed Account.
This prospectus presents information you should know before making a decision to
invest in the Contract and the available Investment Alternatives.
The Contracts may be distributed through broker-dealers which have relationships
with banks or other financial institutions or by employees of such banks;
however, the contracts and the investments in the Funds are not deposits, or
obligations of, or guaranteed by such institutions or any federal regulatory
agency. Investment in the Contracts involve investment risks, including possible
loss of principal.
THESE CONTRACTS ARE NOT FDIC INSURED
The Company has prepared and filed a Statement of Additional Information dated
September , 1995 with the U.S. Securities and Exchange Commission. If you wish
to receive the Statement of Additional Information, you may obtain a free copy
by calling or writing the Company at the address above. For your convenience, an
order form for the Statement of Additional Information may be found on page 61
of this prospectus. Before ordering, you may wish to review the Table of
Contents of the Statement of Additional Information on page 60 of this
prospectus. The Statement of Additional Information has been incorporated by
reference into this prospectus.
This Prospectus is Valid Only When Accompanied or Preceded By A Current
Prospectus For the STI Classic Variable Trust and the Prime Money Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1995.
<PAGE>
2
The Contract is not available in all states.
At least once each Contract year, the Company will send the Owner an annual
statement that contains certain information pertinent to the individual Owner's
Contract. The annual statement details values and specific Contract data that
applies to each particular Contract. The annual statement does not contain
financial statements of the Company. The Company, however, is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. Reports and other information filed by the Company can be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 at prescribed rates.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
GLOSSARY........................................ 4
HIGHLIGHTS...................................... 6
SUMMARY OF VARIABLE ACCOUNT EXPENSES............ 8
CONDENSED FINANCIAL INFORMATION................. 10
YIELD AND TOTAL RETURN DISCLOSURE............... 10
FINANCIAL STATEMENTS............................ 11
GLENBROOK LIFE AND ANNUITY COMPANY AND THE
VARIABLE ACCOUNT.............................. 11
Glenbrook Life and Annuity Company............ 11
The Variable Account.......................... 11
THE FUNDS....................................... 12
The STI Classic Variable Trust................ 12
The Prime Money Fund, a Portfolio of Insurance
Management Series............................ 13
Investment Advisors for the Portfolios........ 13
PURCHASE OF THE CONTRACTS....................... 13
Purchase Payment Limits....................... 13
Free-Look Period.............................. 14
Crediting of Purchase Payments................ 14
Allocation of Purchase Payments............... 14
<CAPTION>
PAGE
<S> <C>
Accumulation Units............................ 14
Accumulation Unit Value....................... 15
Transfers Among Portfolios.................... 15
Dollar Cost Averaging......................... 16
Automatic Portfolio Rebalancing............... 16
BENEFITS UNDER THE CONTRACT..................... 16
Withdrawals................................... 16
Payout Start Date for Income Payments......... 17
Amount of Variable Annuity Income Payments.... 17
Amount of Fixed Account Income Payments....... 18
Income Plans.................................. 18
Death Benefit Payable......................... 19
Death Benefit Amount.......................... 19
Death Benefit Payment Provisions.............. 19
CHARGES AND OTHER DEDUCTIONS.................... 20
Deductions from Purchase Payments............. 20
Withdrawal Charge (Contingent Deferred Sales
Charge)...................................... 20
Contract Maintenance Charge................... 21
Administrative Expense Charge................. 22
Mortality and Expense Risk Charge............. 22
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
PAGE
Taxes......................................... 22
<S> <C>
Transfer Charges.............................. 23
Fund Expenses................................. 23
FIXED ACCOUNT OPTIONS........................... 23
The Standard Fixed Account.................... 23
The Guaranteed Maturity Amount Fixed
Account...................................... 24
Example of Interest Crediting During the
Guarantee Period............................. 25
Withdrawals or Transfers...................... 26
Market Value Adjustment..................... 27
GENERAL MATTERS................................. 27
Beneficiary................................... 27
Assignments................................... 28
Delay of Payments............................. 28
Modification.................................. 28
Customer Inquiries............................ 28
FEDERAL TAX MATTERS............................. 28
Introduction.................................. 28
Taxation of Annuities in General.............. 29
Tax Deferral.................................. 29
Non-natural Owners............................ 29
Diversification Requirements.................. 29
Investor Control.............................. 29
Taxation of Partial and Full Withdrawals...... 29
Taxation of Annuity Payments.................. 30
Taxation of Annuity Death Benefits............ 30
Penalty Tax on Premature Distributions........ 30
Aggregation of Annuity Contracts.............. 30
Tax Qualified Contracts....................... 31
Restrictions Under Section 403(b)
Plans........................................ 31
Income Tax Withholding........................ 31
DISTRIBUTION OF THE CONTRACTS................... 31
VOTING RIGHTS................................... 32
SELECTED FINANCIAL DATA......................... 32
<CAPTION>
PAGE
<S> <C>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE PERIODS ENDED
DECEMBER 31, 1994............................. 34
General....................................... 34
Results of Operations......................... 34
Liquidity and Capital Resources............... 34
Segment Information........................... 34
Reserves...................................... 35
Investments................................... 35
Pending Accounting Standards.................. 35
THREE AND SIX-MONTH PERIODS ENDED JUNE 30,
1995.......................................... 35
General....................................... 35
Results of Operations and Financial
Condition.................................... 35
Liquidity and Capital Resources............... 36
Pending Accounting Standards.................. 36
COMPETITION..................................... 36
EMPLOYEES....................................... 36
PROPERTIES...................................... 36
STATE AND FEDERAL REGULATION.................... 37
EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY....................................... 37
EXECUTIVE COMPENSATION.......................... 39
LEGAL PROCEEDINGS............................... 39
EXPERTS......................................... 39
LEGAL MATTERS................................... 40
STATEMENT OF ADDITIONAL INFORMATION: TABLE OF
CONTENTS...................................... 59
ORDER FORM...................................... 60
</TABLE>
<PAGE>
4
GLOSSARY
ACCUMULATION UNIT -- A measure of your ownership interest in a Sub-account of
the Variable Account prior to the Payout Start Date. Analogous, though not
identical, to a share owned in a mutual fund.
ACCUMULATION UNIT VALUE -- The value of each Accumulation Unit which is
calculated each Valuation Date. Each Sub-account of the Variable Account has its
own distinct Accumulation Unit Value. Analogous, though not identical, to the
share price (net asset value) of a mutual fund.
ANNUITANT(S) -- The person or persons whose life determines the latest Payout
Start Date and the amount and duration of any income payments for Income Plan
options other than Guaranteed Payments for a Specified Period.
BENEFICIARY(IES) -- The person(s) to whom any benefits are due when a death
benefit is payable and there is no surviving Owner.
COMPANY("WE," "US") -- Glenbrook Life and Annuity Company.
CONTRACT -- The Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract, known as the "STI Classic Variable Annuity," that is
described in this prospectus.
CONTRACT ANNIVERSARY -- An anniversary of the date that the Contract was issued.
CONTRACT VALUE -- The value of all amounts accumulated under the Contract prior
to the Payout Start Date, equivalent to the Accumulation Units in each
Sub-account of the Variable Account multiplied by the respective Accumulation
Unit Value, plus the value in the Fixed Account Options.
CONTRACT YEAR -- A period of 12 months starting with the issue date or any
Contract Anniversary.
DEATH BENEFIT ANNIVERSARY -- Every seventh Contract Anniversary beginning on the
date that the Contract was issued. For example, the issue date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries.
FIXED ACCOUNT OPTIONS -- The Standard Fixed Account and the Guaranteed Maturity
Amount Fixed Account.
GUARANTEE PERIOD -- A period of years for which a specified effective annual
interest rate is guaranteed by the Company.
INCOME PLAN -- One of several ways in which a series of payments are made after
the Payout Start Date. Income payments are based on the Contract Value adjusted
by any applicable Market Value Adjustment on the Payout Start Date. Under a
Fixed Account option, the dollar amount of each income payment does not change
over time. Under a Variable Account option, the dollar amount of each income
payment may change over time, depending on the investment experience of the
Sub-account or Sub-accounts you choose.
INVESTMENT ALTERNATIVES -- The five Sub-accounts of the Variable Account and the
two Fixed Account Options constitute the seven Investment Alternatives.
GUARANTEED MATURITY AMOUNT FIXED SUB-ACCOUNTS -- These Sub-accounts are
distinguished by Guarantee Period(s) and the dates the period(s) begin. The
Guaranteed Maturity Amount Fixed Sub-accounts are established when purchase
payments are made and when previous Sub-accounts expire and a new Guarantee
Period is selected.
<PAGE>
5
MARKET VALUE ADJUSTMENT -- The Market Value Adjustment is the adjustment made to
the money distributed from a Sub-account of the Guaranteed Maturity Amount Fixed
Account prior to the end of the Guarantee Period under the Contract to reflect
the impact of changes in interest rates between the time the Sub-account of the
Guaranteed Maturity Amount Fixed Account was established and the time of
distribution.
OWNER(S)("YOU") -- The person or persons designated as the Owner in the
Contract.
PAYOUT START DATE -- The date on which income payments begin.
VALUATION DATE -- Each day that the New York Stock Exchange is open for
business. The Valuation Date does not include such Federal and non-Federal
holidays as are observed by the New York Stock Exchange.
VALUATION PERIOD -- The period between successive Valuation Dates, commencing at
the close of regular trading on the New York Stock Exchange (which is currently
4:00pm Eastern Time) and ending as of the close of regular trading on the New
York Stock Exchange on the next succeeding Valuation Date.
VARIABLE ACCOUNT -- Glenbrook Life and Annuity Company Variable Annuity Account,
a separate investment account established by the Company to receive and invest
purchase payments paid under the Contracts.
VARIABLE SUB-ACCOUNT -- A portion of the Variable Account invested in shares of
a Fund's portfolios. The investment performance of each Variable Sub-account is
linked directly to the investment performance of the portfolios.
<PAGE>
6
HIGHLIGHTS
THE CONTRACT
This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of the Funds' portfolios or
Fixed Account Options. You have access to your funds either through withdrawals
of Contract Value or through periodic income payments.
You bear the entire investment risk for Contract Values and income payments
based upon the Variable Account, because values will vary depending on the
investment performance of the portfolio(s) you select. See "Accumulation Unit
Value," page 15 and "Income Plans," page 18.
You will also bear the investment risk of adverse changes in interest rates in
the event amounts are prematurely withdrawn or transferred from Sub-accounts of
the Guaranteed Maturity Amount Fixed Account. See "Guaranteed Maturity Amount
Fixed Account," page 24.
FREE-LOOK
You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the Fixed
Account Options. Unless a refund of purchase payments is required by state or
federal law, purchase payments allocated to the Variable Account will be
returned after an adjustment to reflect investment gain or loss that occurred
from the date of allocation through the date of cancellation. See "Free-Look
Period," page 14.
HOW TO INVEST
Your first purchase payment must be at least $3,000 (for qualified contracts,
$2,000). Subsequent purchase payments must be at least $50, See "Purchase
Payment Limits," page 13.
At the time of your application, you will allocate your purchase payment among
the Investment Alternatives. If state or federal law requires a refund of
purchase payments during the free-look period, all money allocated to
Sub-accounts of the Variable Account during the 30 day period following the
issue date will be invested in the Prime Money Fund during that 30 day period.
On the 31st day, the Contract Value in the Prime Money Fund will then be
transferred to the Sub-account(s) you elected on the application for the initial
purchase payment and requested for any subsequent purchase payment. In all other
cases, the allocation you specify on the application will be effective
immediately. All allocations must be in whole percents from 0% to 100% (total
allocation equals 100%) or in whole dollars. Allocations may be changed by
notifying the Company in writing. See "Allocation of Purchase Payments," page
14.
INVESTMENT ALTERNATIVES
The Variable Account invests in shares of the STI Classic Variable Trust and the
Prime Money Fund (the "Funds"). The Funds have a total of five portfolios
available under the Contract. The STI Classic Variable Trust portfolios include:
the Investment Grade Bond portfolio, the Capital Growth portfolio, the Value
Income Stock portfolio and the Aggressive Growth portfolio. The Prime Money Fund
is a portfolio of Insurance Management Series that invests exclusively in money
market instruments. The assets of each portfolio are held separately
<PAGE>
7
from the other portfolios and each has distinct investment objectives and
policies which are described in the accompanying prospectuses for the Funds. In
addition to the Variable Account, Owners can also allocate all or part of their
purchase payments among two Fixed Account Options. See "Fixed Account Options,"
on page 23.
TRANSFERS AMONG INVESTMENT ALTERNATIVES
Prior to the Payout Start Date, you may transfer amounts among the Investment
Alternatives. The Company reserves the right to assess a $10 charge on each
transfer in excess of 12 per Contract Year. The Company is presently waiving
this charge. Certain Fixed Account transfers may be restricted. See "Transfers
Among Portfolios," page 15.
You may want to enroll in a Dollar Cost Averaging program or an Automatic
Portfolio Rebalancing Program. See "Dollar Cost Averaging," page 16, and
"Automatic Portfolio Rebalancing," page 16.
CHARGES AND DEDUCTIONS
The costs of the Contract include: a contract maintenance charge ($30 annually),
a mortality and expense risk charge (deducted daily, equal on an annual basis to
1.25% of the Contract's daily net assets of the Variable Account), and an
administrative expense charge (deducted daily, equal on an annual basis to .10%
of the Contract's daily net assets of the Variable Account). The Company
reserves the right to assess a transfer charge ($10 on each transfer in excess
of 12 per Contract Year). Additional deductions may be made for certain taxes.
See "Contract Maintenance Charge," page 21, "Mortality and Expense Risk Charge,"
page 22, "Administrative Expense Charge," page 22, "Transfer Charge," page 23,
and "Taxes," page 22.
WITHDRAWALS
You may withdraw all or part of the Contract Value before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant. No withdrawal charges will be deducted on
amounts withdrawn up to 10% of the Contract Value on the date of the first
withdrawal in a Contract Year. Amounts withdrawn in excess of the 10% may be
subject to a withdrawal charge of 0% to 7% depending on how long the withdrawn
purchase payments have been invested in the Contract. Amounts withdrawn from a
Sub-account of the Guaranteed Maturity Amount Fixed Account, except during the
30 day period after the Guarantee Period expires, will be subject to a Market
Value Adjustment. See "Withdrawals," page 16, "Withdrawals or Transfers," page
26, and "Taxation of Annuities in General," page 29.
DEATH BENEFIT
The Company will pay a death benefit prior to the Payout Start Date on the death
of any Owner or, if the Owner is not a natural person, the death of the
Annuitant. See "Death Benefit Amount," page 19.
INCOME PAYMENTS
You will receive periodic income payments beginning on the Payout Start Date.
You may choose among several Income Plans to fit your needs. Income payments may
be received for a specified period or for life (either single
<PAGE>
8
or joint life), with or without a guaranteed number of payments. You can select
income payments that are fixed, variable or a combination of fixed and variable.
See "Payout Start Date for Income Payments," page 17.
SUMMARY OF VARIABLE ACCOUNT EXPENSES
The following table illustrates all expenses and fees that you will incur. The
expenses and fees set forth in the table are based on charges under the
Contracts and on the expenses of the Variable Account and the underlying Funds.
OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)
<TABLE>
<S> <C> <C>
Sales Load Imposed on Purchases (as a percentage of purchase
payments)........................................................... None
Contingent Deferred Sales Charge (as a percentage of purchase
payments)........................................................... *
APPLICABLE SALES
NUMBER OF COMPLETE YEARS SINCE PURCHASE CHARGE AS
PAYMENT BEING WITHDRAWN WAS MADE A PERCENTAGE
--------------------------------------------------------------------- ---------------------
0 years.......................................................... 7%
1 year........................................................... 6%
2 years.......................................................... 5%
3 years.......................................................... 4%
4 years.......................................................... 3%
5 years.......................................................... 2%
6 years.......................................................... 1%
7 years or more.................................................. 0%
Transfer Fee......................................................... **
Annual Contract Fee.................................................. $30***
VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF THE CONTRACT'S AVERAGE NET ASSETS IN THE VARIABLE
ACCOUNT)
Mortality and Expense Risk Charge.................................... 1.25%
Administrative Expense Charge........................................ 10%
Total Variable Account Annual Expenses............................... 1.35%
<FN>
------------
</TABLE>
* Each Contract Year up to 10% of the Contract Value on the date of the first
withdrawal may be withdrawn without a contingent deferred sales charge.
However, any applicable Market Value Adjustment determined as of the date of
withdrawal will apply.
** No charges will be imposed on the first 12 transfers in any Contract Year.
The Company reserves the right to assess a $10 charge for each transfer in
excess of 12 in any Contract Year, excluding transfers due to dollar cost
averaging and automatic portfolio rebalancing.
*** The annual Contract Fee will be waived if total purchase payments as of a
Contract Anniversary or upon full withdrawal are $25,000 or more or if all
money is allocated to the Fixed Account Options.
<PAGE>
9
FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)
<TABLE>
<CAPTION>
OTHER TOTAL FUND ANNUAL
PORTFOLIO MANAGEMENT FEES EXPENSES EXPENSES
------------------------------------------------------ --------------- ----------- -------------------
<S> <C> <C> <C>
Prime Money........................................... .80% .0% .80%
Investment Grade Bond................................. .60% .15% .75%
Capital Growth........................................ 1.00% .15% 1.15%
Value Income Stock.................................... .80% .15% .95%
Aggressive Growth..................................... 1.00% .15% 1.15%
</TABLE>
EXAMPLE
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:
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS
-------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Prime Money..................................................................... $ 86 $ 118
Investment Grade Bond........................................................... $ 86 $ 116
Capital Growth.................................................................. $ 90 $ 129
Value Income Stock.............................................................. $ 88 $ 123
Aggressive Growth............................................................... $ 90 $ 129
</TABLE>
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>
PORTFOLIO 1 YEAR 3 YEARS
-------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Prime Money..................................................................... $ 24 $ 74
Investment Grade Bond........................................................... $ 23 $ 72
Capital Growth.................................................................. $ 27 $ 85
Value Income Stock.............................................................. $ 25 $ 79
Aggressive Growth............................................................... $ 27 $ 85
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of
the example is to assist you in understanding the various costs and expenses
that you will bear directly or indirectly. Premium taxes are not reflected in
the example but may be applicable.
<PAGE>
10
CONDENSED FINANCIAL INFORMATION
Condensed financial information for the Glenbrook Life and Annuity Company
Variable Annuity Account is not included because, as of the date of this
prospectus, the Variable Account had not yet commenced operations and had no
assets, liabilities, or income.
YIELD AND TOTAL RETURN DISCLOSURE
From time to time the Variable Account may advertise the yield and total return
investment performance of one or more of the Sub-accounts. Standardized yield
and total return advertisements include charges and expenses attributable to the
Contracts. Including these fees has the effect of decreasing the advertised
performance of a Sub-account, so that a Sub-account's investment performance
will not be directly comparable to that of an ordinary mutual fund.
When a Sub-account advertises its standardized total return it will usually be
calculated for one year, five years, and ten years or since inception if the
Sub-account has not been in existence for such periods. Total return is measured
by comparing the value of an investment in the Sub-account at the end of the
relevant period to the value of the investment at the beginning of the period.
In addition to the standardized total return, the Sub-account may advertise a
non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the withdrawal charges under the Contract are not deducted.
Therefore, a non-standardized total return for a Sub-account can be higher than
a standardized total return for a Sub-account.
Certain Sub-accounts may advertise yield in addition to total return. The yield
will be computed in the following manner: the net investment income per unit
earned during a recent one month period is divided by the unit value on the last
day of the period, and then annualized. This figure reflects the recurring
charges at the Separate Account level.
The Money Market Sub-account may advertise, in addition to the total return,
either the yield or the effective yield. The yield refers to the income
generated by an investment in that Sub-account over a seven-day period. The
income is then annualized (i.e., the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment). The effective yield is
calculated similarly but when annualized, the income earned by an investment in
the Money Market Sub-account is assumed to be reinvested at the end of each
seven-day period. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment during a 52-week
period.
The Variable Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date that the Variable
Account commenced operations. For periods prior to the date the Variable Account
commenced operations, performance information for the Sub-accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-accounts.
Please refer to the Statement of Additional Information for a further
description of the method used to calculate a Sub-account's yield and total
return.
<PAGE>
11
FINANCIAL STATEMENTS
The financial statements of Glenbrook Life and Annuity Company are on page of
the prospectus. The financial statements of Glenbrook Life and Annuity Company
Variable Annuity Account are not included because, as of the date of this
Prospectus, the Variable Account had not yet commenced operations and had no
assets, liabilities, or income.
GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT
GLENBROOK LIFE AND ANNUITY COMPANY
The Company is the issuer of the Contract. The Company is a stock life insurance
company which was organized under the insurance laws of the State of Illinois in
1992. The Company was originally organized under the laws of the State of
Indiana in 1965. From 1965 to 1983 the Company was known as "United Standard
Life Assurance Company" and from 1983 to 1992 the Company was known as "William
Penn Life Assurance Company of America." The Company is currently licensed to
operate in the District of Columbia and all states except New Jersey and New
York. The Company intends to market the Contract in those jurisdictions in which
it is licensed to operate and which SunTrust Banks, Inc., through its banking
subsidiaries, conducts business. The Company's home office is located at 3100
Sanders Road, Northbrook, Illinois, 60062.
The Company is a wholly-owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the
insurance laws of the State of Illinois. Allstate Life is a wholly-owned
subsidiary of Allstate Insurance Company ("Allstate"), a stock
property-liability insurance company incorporated under the insurance laws of
Illinois. All of the outstanding capital stock of Allstate is owned by The
Allstate Corporation ("Corporation").
The Company and Allstate Life entered into a reinsurance agreement, effective
June 5, 1992, under which the Company reinsures all of its business with
Allstate Life. Under the reinsurance agreement, with the exception of certain
qualified Contracts, Fixed Account purchase payments are automatically
transferred to Allstate Life and become invested with the assets of Allstate
Life, and Allstate Life accepts 100% of the liability under such contracts.
Fixed Account purchase payments of qualified Contracts issued in conjunction
with a Section 401(a), 401(k) or 403(b) plan, will be invested in the general
account of the Company. The Company and Allstate Life have entered into a
modified coinsurance agreement under which Allstate Life will continue to
reinsure all of the Company's general account obligations under such qualified
Contracts.
THE VARIABLE ACCOUNT
Established on December 15, 1992, the Glenbrook Life and Annuity Company
Variable Annuity Account is a unit investment trust registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
However, such registration does not signify that the Commission supervises the
management or investment practices or policies of the Variable Account. The
investment performance of the Variable Account is entirely independent of both
the investment performance of the Company's general account and the performance
of any other separate account.
The Variable Account has been divided into five Sub-accounts, each of which
invests solely in its corresponding portfolio of the STI Classic Variable Trust
and Prime Money Fund. Additional Variable Sub-accounts may be
<PAGE>
12
added at the discretion of the Company. The Variable Account also funds other
contracts issued by the Company, which are separately accounted for.
The assets of the Variable Account are held separately from the other assets of
the Company. They are not chargeable with liabilities incurred in the Company's
other business operations. Accordingly, the income, capital gains and capital
losses, realized or unrealized, incurred on the assets of the Variable Account
are credited to or charged against the assets of the Variable Account, without
regard to the income, capital gains or capital losses arising out of any other
business the Company may conduct. The Company's obligations arising under the
Contracts are general corporate obligations of the Company. The Variable Account
may be subject to liabilities arising from Sub-accounts whose assets are
attributable to other variable contracts offered by the Variable Account which
are not described in this prospectus.
THE FUNDS
The Variable Account will invest in shares of the STI Classic Variable Trust and
the Prime Money Fund (the "Funds"). The Funds are registered with the Securities
and Exchange Commission as open-end, diversified management investment
companies. Registration of the Funds does not involve supervision of its
management, investment practices or policies by the Securities and Exchange
Commission. The Funds are designed to provide investment vehicles for variable
insurance contracts of various insurance companies, in addition to the Variable
Account.
Shares of the portfolios of the Funds are not deposits, or obligations of, or
guaranteed or endorsed by any bank and the shares are not federally insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency.
THE STI CLASSIC VARIABLE TRUST
The STI Classic Variable Trust offers 4 portfolios for use with this Contract:
the Investment Grade Bond portfolio, the Capital Growth portfolio, the Value
Income Stock portfolio and the Aggressive Growth portfolio. Each portfolio has
different investment objectives and policies and operates as a separate
investment fund.
The Investment Grade Bond portfolio seeks to provide as high a level of total
return through current income and capital appreciation as is consistent with the
preservation of capital primarily through investment in investment grade fixed
income securities.
The Capital Growth portfolio seeks to provide capital appreciation by investing
primarily in a portfolio of common stocks, warrants and securities convertible
into common stock which in the advisor's opinion are undervalued in the
marketplace at the time of purchase.
The Value Income Stock portfolio seeks to provide current income with the
secondary goal of achieving capital appreciation by investing primarily in
equity securities.
The Aggressive Growth portfolio seeks to provide capital appreciation by
investing primarily in a diversified portfolio of common stocks, preferred
stocks and securities convertible into common stock of small to mid-sized
companies with above-average growth of earnings. Current income will not be an
important criterion of investment selection and any such income should be
considered incidental.
<PAGE>
13
THE PRIME MONEY FUND, A PORTFOLIO OF INSURANCE MANAGEMENT SERIES
The investment objective of the Prime Money Fund is to provide current income
consistent with the stability of principal and liquidity by investing
exclusively in a portfolio of money market instruments maturing in 397 days or
less.
The Prime Money Fund attempts to maintain a stable net asset value of $1.00 per
share; however, an investment in the Fund is neither insured nor guaranteed by
the U.S. government, and there can be no assurance that the portfolio will
maintain a stable $1.00 per share price.
INVESTMENT ADVISORS FOR THE PORTFOLIOS
STI Capital Management, N.A. ("STI Capital") serves as advisor to the Investment
Grade Bond, Capital Growth, Value Income Stock and Aggressive Growth portfolios.
STI Capital is an indirect wholly-owned subsidiary of SunTrust Banks, Inc.
("SunTrust"), a southeastern regional bank holding company with assets of $42.7
billion as of December 31, 1994.
STI Capital, as advisor makes the investment decisions for the assets of the
portfolios it advises and continuously reviews, supervises and administers the
respective portfolio's investment program. STI Capital charges the portfolios an
investment management fee. These fees are part of the portfolios' operating
expenses. See the attached prospectus for the STI Classic Variable Trust for a
discussion of the Fund's expenses.
The investment advisor for the Prime Money Fund is Federated Advisers.
There is no assurance that the portfolios in each Fund will attain their
respective stated objectives. Additional information concerning the investment
objectives and policies of the portfolios can be found in the current prospectus
for each Fund accompanying this prospectus.
You will find more complete information about each Fund, including the risks
associated with each portfolio, in the accompanying prospectuses. You should
read the prospectus for each Fund in conjunction with this prospectus.
THE PROSPECTUS OF EACH FUND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A PARTICULAR VARIABLE
SUB-ACCOUNT.
PURCHASE OF THE CONTRACTS
PURCHASE PAYMENT LIMITS
Your first purchase payment must be at least $3,000 unless the Contract is a
qualified contract, in which case the first purchase payment must be at least
$2,000. All subsequent purchase payments must be $50 or more and may be made at
any time prior to the earlier of the Payout Start Date or your 86th birthday.
Subsequent purchase payments may also be made from your bank account by
automatic transfer.
We reserve the right to limit the amount of purchase payments we will accept.
<PAGE>
14
FREE-LOOK PERIOD
You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to any Fixed
Account Option. Unless a refund of purchase payments is required by state or
federal law, purchase payments allocated to the Variable Account will be
returned after an adjustment to reflect investment gain or loss that occurred
from the date of allocation through the date of cancellation. In those states,
however, where the Company is required to return the entire purchase payment, to
minimize investment risk, all money allocated to Sub-accounts of the Variable
Account during the 30 day period following the issue date will be immediately
invested in the Prime Money Fund during that 30 day period, after which it will
be allocated pursuant to your allocation instructions. In such cases, the amount
returned upon cancellation within 20 days after receipt of the Contract is the
greater of the purchase payment or the Contract Value.
CREDITING OF PURCHASE PAYMENTS
The initial purchase payment accompanied by a duly completed application will be
credited to the Contract within two business days of receipt by us at our home
office. If an application is not duly completed, we will credit the purchase
payments to the Contract within five business days or return it at that time
unless you specifically consent to us holding the purchase payment until the
application is complete. We reserve the right to reject any application.
Subsequent purchase payments will be credited to the Contract at the close of
the Valuation Period in which the purchase payment is received.
ALLOCATION OF PURCHASE PAYMENTS
On the application, you instruct us how to allocate the purchase payment among
the seven Investment Alternatives. Purchase payments may be allocated in whole
percents, from 0% to 100% (total allocation equals 100%) or in exact dollar
amounts, to any Investment Alternative. Unless you notify us in writing
otherwise, subsequent purchase payments are allocated according to the
allocation for the previous purchase payment.
If state or federal law requires a refund of purchase payments during the
free-look period, all money allocated to Sub-accounts of the Variable Account
during the 30 day period following the issue date of the Contract will be
invested in the Prime Money Fund during that 30 day period. On the 31st day, the
Contract Value in the Prime Money Fund will then be transferred to the
Sub-account(s) you elected on the application for the initial purchase payment
and requested for any subsequent purchase payments. This transfer is not subject
to a $10 transfer charge and is not included in the 12 free transfers per
Contract Year.
ACCUMULATION UNITS
Each purchase payment allocated to the Variable Account will be credited to the
Contract as Accumulation Units. For example, if a $10,000 purchase payment is
credited to the Contract when the Accumulation Unit value equals $10, then 1,000
Accumulation Units would be credited to the Contract. The Variable Account, in
turn, purchases shares of the corresponding portfolio.
For a brief summary of how purchase payments allocated to the Fixed Account are
credited to the Contract, see "The Fixed Account," on page .
<PAGE>
15
ACCUMULATION UNIT VALUE
The Accumulation Units in each Sub-account of the Variable Account are valued
separately. The value of Accumulation Units will change each Valuation Period
according to the investment performance of the shares purchased by each Variable
Sub-account and the deduction of certain expenses and charges.
The value of an Accumulation Unit in a Variable Sub-account for any Valuation
Period equals the value of the Accumulation Unit as of the immediately preceding
Valuation Period, multiplied by the Net Investment Factor for that Sub-account
for the current Valuation Period. The Net Investment Factor for a Valuation
Period is a number representing the change, since the last Valuation Date in the
value of Sub-account assets per Accumulation Unit due to investment income,
realized or unrealized capital gain or loss, deductions for taxes, if any, and
deductions for the mortality and expense risk charge and administrative expense
charge.
TRANSFERS AMONG PORTFOLIOS
Prior to the Payout Start Date, you may transfer amounts among Investment
Alternatives. The Company reserves the right to assess a $10 charge on each
transfer in excess of 12 per Contract Year. Transfers to or from more than one
fund on the same day are treated as one transfer. The Company is presently
waiving this charge. Transfers among Variable Sub-accounts before the Payout
Start Date may be made at any time. See "Withdrawals or Transfers," page 26 for
the requirements on transfers from the Fixed Account.
After the Payout Start Date, transfers among Sub-accounts of the Variable
Account, or from the Variable Account to the Fixed Account may be made only once
every six months and may not be made during the first six months following the
Payout Start Date. After the Payout Start Date, transfers from the Fixed Account
Options are not allowed.
Transfers may be made pursuant to telephone instructions if the Owner completes
the telephone authorization form on the application or another form provided by
the Company. Telephone transfer requests will be accepted by the Company if
received at 1-800/453-6038 by 3:00 p.m., Central Time. Telephone transfer
requests received at any other telephone number or after 3:00 p.m., Central Time
will not be accepted by the Company. Telephone transfer requests received before
3:00 p.m., Central Time are effected at the next computed value. If telephone
transfers are not authorized, transfer requests must be in writing, on a form
provided by the Company. The Company utilizes procedures which the Company
believes will provide reasonable assurance that telephone authorized transfers
are genuine. Such procedures include taping of telephone conversations with
persons purporting to authorize such transfers and requesting identifying
information from such persons. Accordingly, the Company disclaims any liability
for losses resulting from such transfers by reason of their allegedly not having
been properly authorized. However, if the Company does not take reasonable steps
to help ensure that such authorizations are valid, the Company may be liable for
such losses.
The Company reserves the right to waive the transfer restrictions.
DOLLAR COST AVERAGING
Transfers may be made automatically through Dollar Cost Averaging prior to the
Payout Start Date. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month from any Sub-account of the Variable Account or
from the Standard Fixed Account, to any other Sub-account of the Variable
Account. Dollar Cost Averaging cannot be used to transfer amounts to the Fixed
Account. Transfers made through
<PAGE>
16
Dollar Cost Averaging are not assessed a $10 charge and are not included in the
12 free transfers per Contract Year.
The theory of Dollar Cost Averaging is that, if purchases of equal dollar
amounts are made at fluctuating prices, the aggregate average cost per unit will
be less than the average of the unit prices on the same purchase dates. However,
participation in the Dollar Cost Averaging program does not assure you of a
greater profit from your purchases under the program; nor will it prevent or
alleviate losses in a declining market.
AUTOMATIC PORTFOLIO REBALANCING
Transfers may be made automatically through Automatic Portfolio Rebalancing
prior to the Payout Start Date. By electing Automatic Portfolio Rebalancing, all
of the money allocated to Sub-accounts of the Variable Account will be
rebalanced to the desired allocation on a quarterly basis, determined from the
first date that you decide to rebalance. Each quarter, money will be transferred
among Sub-accounts of the Variable Account to achieve the desired allocation.
The desired allocation will be the allocation initially selected, unless
subsequently changed. You may change the allocation at any time by giving us
written notice. The new allocation will be effective with the first rebalancing
that occurs after we receive the written request. We are not responsible for
rebalancing that occurs prior to receipt of the written request.
Transfers made through Automatic Portfolio Rebalancing are not assessed a $10
charge and are not included in the 12 free transfers per Contract Year.
Any money allocated to a Fixed Account Option will not be included in the
rebalancing.
BENEFITS UNDER THE CONTRACT
WITHDRAWALS
You may withdraw all or part of the Contract Value at any time prior to the
earlier of the death of the Owner (the Annuitant if the Owner is not a natural
person) or the Payout Start Date. The amount available for withdrawal is the
Contract Value next computed after the Company receives the request for a
withdrawal at its home office, adjusted by any Market Value Adjustment, less any
withdrawal charges, contract maintenance charges and any premium taxes.
Withdrawals from the Variable Account will be paid within seven days of receipt
of the request, subject to postponement in certain circumstances. See "Delay of
Payments," page 28.
Money can be withdrawn from the Variable Account or the Fixed Account Options.
To complete the partial withdrawal from the Variable Account, the Company will
cancel Accumulation Units in an amount equal to the withdrawal and any
applicable withdrawal charge and premium taxes. The Owner must name the
Investment
<PAGE>
17
Alternative from which the withdrawal is to be made. If none is named, then the
withdrawal request is incomplete and cannot be honored.
The minimum partial withdrawal is $50. If the Contract Value after a partial
withdrawal would be less than $2,000, then the Company will treat the request as
one for a termination of the Contract and the entire Contract Value, adjusted by
any Market Value Adjustment, less any charges and premium taxes, will be paid
out. The Company will, however, require confirmation of the withdrawal request
before terminating the Contract.
Partial withdrawals may also be taken automatically through Systematic
Withdrawals on a monthly, quarterly, semi-annual or annual basis. Systematic
Withdrawals of $50 or more may be requested at any time prior to the Payout
Start Date. At the Company's discretion, Systematic Withdrawals may not be
offered in conjunction with Dollar Cost Averaging or Automatic Portfolio
Rebalancing.
Withdrawals and surrenders may be subject to income tax and a 10% tax penalty.
This tax is explained in "Federal Tax Matters," on page .
After the Payout Start Date, withdrawals are only permitted when you are
receiving payments from the Variable Account under an Income Plan with
Guaranteed Payments for a Specified Period. In that case, you may terminate the
Variable Account portion of the income payments at any time.
PAYOUT START DATE FOR INCOME PAYMENTS
The Payout Start Date is the day that income payments will start under the
Contract. You may change the Payout Start Date at any time by notifying the
Company in writing of the change at least 30 days before the scheduled Payout
Start Date. The Payout Start Date must be (a) at least one month after the Issue
Date; and (b) no later than the day the Annuitant reaches age 90, or the 10th
anniversary, if later.
AMOUNT OF VARIABLE ACCOUNT INCOME PAYMENTS
The amount of Variable Account income payments depends upon the investment
experience of the Sub-accounts selected by the Owner and any premium taxes, the
age and sex of the Annuitant, and the Income Plan chosen. The Company guarantees
that the amount of the income payment will not be affected by (1) actual
mortality experience and (2) the amount of the Company's administration
expenses.
The Contracts offered by this prospectus contain income payment tables that
provide for different benefit payments to men and women of the same age (except
in states which require unisex annuity tables). Nevertheless, in accordance with
the U.S. Supreme Court's decision in ARIZONA GOVERNING COMMITTEE V. NORRIS, in
certain employment-related situations, annuity tables that do not vary on the
basis of sex may be used. Accordingly, if the Contract is to be used in
connection with an employment-related retirement or benefit plan, consideration
should be given, in consultation with legal counsel, to the impact of NORRIS on
any such plan before making any contributions under these Contracts.
The total income payments received may be more or less than the total purchase
payments made because (a) Variable Account income payments vary with the
investment results of the underlying portfolios, and (b) Annuitants may not live
as long as expected.
<PAGE>
18
The Income Plan option selected will affect the dollar amount of each income
payment. For example, if an Income Plan Guaranteed for Life is chosen, the
income payments will be greater than income payments under an Income Plan for a
Minimum Specified Period and guaranteed thereafter for life.
If the actual net investment experience of the Variable Account is less than the
assumed investment rate, then the dollar amount of the income payments will
decrease. The dollar amount of the income payments will stay level if the net
investment experience equals the assumed investment rate and the dollar amount
of the income payments will increase if the net investment experience exceeds
the assumed investment rate. For purposes of the Variable Account income
payments, the assumed investment rate is 3 percent.
AMOUNT OF FIXED ACCOUNT INCOME PAYMENTS
Income payment amounts derived from any Fixed Account Option are guaranteed for
the duration of the Income Plan. The income payment based upon any Fixed Account
Option is calculated by applying the portion of the Contract Value in any Fixed
Account Option on the Payout Start Date, adjusted by any Market Value Adjustment
and less any applicable premium tax, to the greater of the appropriate value
from the income payment table selected or such other value as we are offering at
that time.
INCOME PLANS
You may elect income payments based on any Fixed Account Option and/or the
Variable Account. The Owner may change the Income Plan until 30 days before the
Payout Start Date. If an Income Plan is chosen which depends on the Annuitant or
Joint Annuitant's life, proof of age will be required before income payments
begin. Applicable premium taxes will be assessed. The Income Plans include:
INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS
The Company will make payments for as long as the Annuitant lives. If the
Annuitant dies before the selected number of guaranteed payments have been
made, the Company will continue to pay the remainder of the guaranteed
payments.
INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS
The Company will make payments for as long as either the Annuitant or Joint
Annuitant, named at the time of Income Plan selection, is living. If both
the Annuitant and the Joint Annuitant die before the selected number of
guaranteed payments have been made, the Company will continue to pay the
remainder of the guaranteed payments.
INCOME PLAN 3 -- GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD
The Company will make payments for a specified period beginning on the
Payout Start Date. These payments do not depend on the Annuitant's life. The
number of months guaranteed may be from 60 to 360.
The mortality and expense risk charge will be deducted from Variable Account
payments even though the Company does not bear any mortality risk. If Income
Plan 3 is chosen and the proceeds are derived from the Variable Account, you may
terminate the Contract at any time by notifying the Company in writing and you
will receive the Contract Value within seven days; however, a withdrawal charge
may apply if this occurs.
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19
In the event that an Income Plan is not selected, the Company will make income
payments in accordance with Income Plan 1 with Guaranteed Payments for 120
Months. At the Company's discretion, other Income Plans may be available upon
request. The Company currently uses sex-distinct annuity tables. However, if
legislation is passed by Congress or the states, the Company reserves the right
to use income payment tables which do not distinguish on the basis of sex.
Special rules and limitations may apply to certain qualified contracts.
If the Contract Value to be applied to an Income Plan is less than $2,000, or if
the monthly payments determined under the Income Plan are less than $20, the
Company may pay the Contract Value adjusted by any Market Value Adjustment less
any applicable taxes in a lump sum or change the payment frequency to an
interval which results in income payments of at least $20.
DEATH BENEFIT PAYABLE
We will pay a death benefit prior to the Payout Start Date on the death of any
Owner or, if the Owner is not a natural person, the death of the Annuitant. The
death benefit is paid to the Owner as determined immediately after the death.
This would be a surviving joint Owner or, if none, the Beneficiary.
If the Annuitant and Joint Annuitant, if applicable, die after the Payout Start
Date, the Company will continue to pay the remainder of the guaranteed payments
to the Owner.
DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit before any Market Value
Adjustment is equal to the greatest of: (a) the Contract Value on the date the
Company receives a complete request for payment of the death benefit, or (b) for
each previous Death Benefit Anniversary occurring prior to your 80th birthday,
the Contract Value; plus any purchase payments made since that anniversary;
minus any amounts we paid you (including income tax we withheld for you) since
that anniversary. The death benefit will be adjusted by any applicable Market
Value Adjustment as of the date we determine the death benefit. A Death Benefit
Anniversary is every seventh Contract Anniversary beginning with the issue date.
For example, the issue date, 7th and 14th Contract Anniversaries are the first
three Death Benefit Anniversaries. The death benefit will never be less than the
sum of all purchase payments less any amounts previously withdrawn (including
income tax withholding).
The value of the death benefit will be determined at the end of the Valuation
Period during which the Company receives a complete request for payment of the
death benefit, which includes due proof of death.
The Company will not settle any death claim until it receives due proof of
death.
DEATH BENEFIT PAYMENT PROVISIONS
The Owner eligible to receive death benefits has the following options:
1. If the Owner eligible to receive the death benefit is not a natural person,
then the Owner must receive the death benefit in a lump sum within five
years of the Date of Death.
2. Otherwise, within 60 days of the date when the death benefit is calculated,
the Owner may elect to receive the death benefit under an Income Plan or in
a lump sum.
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(a) Payments from the Income Plan must begin within one-year of the Date of
Death and must be payable throughout:
-the life of the Owner; or
-a period not to exceed the life expectancy of the Owner; or
-the life of the Owner with payments guaranteed for a period not to
exceed the life expectancy of the Owner.
(b) Any death benefit payable in a lump sum must be paid within five years
of the date of death. If no election is made, funds will be distributed
at the end of the five year period.
3. If the surviving spouse of the deceased Owner is the new Owner, then the
spouse may elect one of the options listed above or may continue the
Contract in the accumulation phase as if the death had not occurred. If the
Contract is continued in the accumulation phase, the surviving spouse may
make a single withdrawal of any amount within one year of the date of death
without incurring a withdrawal charge. However, any applicable Market Value
Adjustment, determined as of the date of the withdrawal, will apply.
CHARGES AND OTHER DEDUCTIONS
DEDUCTIONS FROM PURCHASE PAYMENTS
No deductions are made from purchase payments. Therefore, the full amount of
every purchase payment is invested in the Investment Alternative(s).
WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)
You may withdraw the Contract Value at any time before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant.
There are no withdrawal charges on amounts withdrawn up to 10% of the Contract
Value on the date of the first withdrawal in a Contract Year. Amounts withdrawn
in excess of this may be subject to a withdrawal charge. Amounts not subject to
a withdrawal charge and not withdrawn in a Contract Year are not carried over to
later Contract Years. Withdrawal charges, if applicable, will be deducted from
the amount paid.
For purposes of calculating the amount of the withdrawal charge, withdrawals are
assumed to come from purchase payments first, beginning with the oldest payment.
Withdrawals made after all purchase payments have been withdrawn, will not be
subject to a withdrawal charge. For partial withdrawals, the amount of payment
received by the Owner, any withdrawal charge, any applicable taxes and any
Market Value Adjustment, will be deducted from the Contract Value.
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21
Withdrawal charges will be applied to amounts withdrawn in excess of 10% as set
forth below:
<TABLE>
<CAPTION>
COMPLETE YEARS SINCE APPLICABLE
PURCHASE PAYMENT BEING WITHDRAWAL
WITHDRAWN WAS MADE CHARGE PERCENTAGE
---------------------------------------------- --------------------
<S> <C>
0 years...........................................................7%
1 year............................................................6%
2 years...........................................................5%
3 years...........................................................4%
4 years...........................................................3%
5 years...........................................................2%
6 years...........................................................1%
7 Years or more...................................................0%
</TABLE>
Withdrawal charges will be used to pay sales commissions and other promotional
or distribution expenses associated with the marketing of the Contracts. The
Company does not anticipate that the withdrawal charges will cover all
distribution expenses in connection with the Contract.
In addition, federal and state income tax may be withheld from withdrawal
amounts. Certain terminations may also be subject to a federal tax penalty. See
"Federal Tax Matters," page 28.
The Company will waive any withdrawal charge prior to the Payout Start Date if
at least 30 days after the Contract Date any Owner (or Annuitant if the Owner is
not a natural person) 1) is first confined to a long term care facility or
hospital for at least 90 consecutive days, confinement is prescribed by a
physician and is medically necessary, and the request for a withdrawal and
adequate written proof of confinement are received by us no later than 90 days
after discharge; or, 2) is first diagnosed by a physician as having a terminal
illness and a request for a withdrawal and adequate proof of diagnosis are
received by us. In addition, the withdrawal charge will be waived on withdrawals
taken to satisfy IRS Required Minimum Distribution Rules for this Contract.
CONTRACT MAINTENANCE CHARGE
A contract maintenance charge is deducted annually from the Contract Value to
reimburse the Company for its actual costs in maintaining each Contract and the
Variable Account. The Company guarantees that the amount of this charge will not
exceed $30 per Contract Year over the life of the Contract. This charge will be
waived if the total purchase payments are $25,000 or more or if all money is
allocated to the Fixed Account Options on the Contract Anniversary.
Maintenance costs include but are not limited to expenses incurred in billing
and collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
and Annuity Unit values; and issuing reports to Owners and regulatory agencies.
The Company does not expect to realize a profit from this charge.
Prior to the Payout Start Date, on each Contract Anniversary, the contract
maintenance charge will be deducted from each Sub-account of the Variable
Account in the same proportion that the Owner's value in each bears to the total
value in all Sub-accounts of the Variable Account. After the Payout Start Date,
a pro rata share of the annual contract maintenance charge will be deducted from
each income payment. For example, 1/12 of the $30, or $2.50, will be deducted if
there are twelve income payments during the Contract Year. The
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22
portion of the contract maintenance charge proportional to the part of the
Contract Year elapsed will be deducted from the amount paid upon termination of
the Contract.
ADMINISTRATIVE EXPENSE CHARGE
The Company will deduct an administrative expense charge which is equal, on an
annual basis, to .10% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. This charge is designed to cover actual
administrative expenses which exceed the revenues from the contract maintenance
charge. The Company does not intend to profit from this charge. The Company
believes that the administrative expense charge and contract maintenance charge
have been set at a level that will recover no more than the actual costs
associated with administering the Contract. There is no necessary relationship
between the amount of administrative charge imposed on a given Contract and the
amount of expenses that may be attributable to that Contract.
MORTALITY AND EXPENSE RISK CHARGE
The Company will deduct a mortality and expense risk charge which is equal, on
an annual basis, to 1.25% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company estimates that .85% is
attributable to the assumption of mortality risks and .40% is attributable to
the assumption of expense risks. The Company guarantees that the percentage for
this charge will not increase over the life of the Contract.
The mortality risk arises from the Company's guarantee to cover all death
benefits and to make income payments in accordance with the Income Plan selected
and the Income Payment Tables.
The expense risk arises from the possibility that the contract maintenance and
administrative expense charge, both of which are guaranteed not to increase,
will be insufficient to cover actual administrative expenses.
If the mortality and expense risk charge is insufficient to cover the Company's
mortality costs and excess expenses, the Company will bear the loss. If the
charge is more than sufficient, the Company will retain the balance as profit.
The Company currently expects a profit from this charge. Any such profit, as
well as any other profit realized by the Company and held in its general account
(which supports insurance and annuity obligations), would be available for any
proper corporate purpose, including, but not limited to, payment of distribution
expenses.
TAXES
The Company will deduct applicable state premium taxes or other similar
policyholder taxes relative to the Contract (collectively referred to as
"premium taxes") either at the Payout Start Date, or when a total withdrawal
occurs. Current premium tax rates range from 0 to 3.5%. The Company reserves the
right to deduct premium taxes from the purchase payments.
At the Payout Start Date, the charge for premium taxes will be deducted from
each Investment Alternative in the proportion that the Owner's value in the
Investment Alternative bears to the total Contract Value.
<PAGE>
23
TRANSFER CHARGES
The Company reserves the right to assess a $10 charge on each transfer in excess
of 12 per Contract Year, excluding transfers through Dollar Cost Averaging and
Automatic Portfolio Rebalancing. The Company is presently waiving this charge.
FUND EXPENSES
A complete description of the expenses and deductions from the portfolios in
each Fund is found in the prospectus for each Fund. This prospectus is
accompanied by the prospectus for each Fund.
FIXED ACCOUNT OPTIONS
THE STANDARD FIXED ACCOUNT
Purchase payments and transfers allocated to the Standard Fixed Account become
part of the general account of the Company, which supports insurance and annuity
obligations. The general account consists of the general assets of the Company
other than those in segregated asset accounts.
Instead of you bearing the investment risk, as is the case for amounts in the
Variable Account or in other segregated asset accounts of the Company, we bear
the investment risk for all amounts in the Standard Fixed Account. We have sole
discretion to invest the assets of the Standard Fixed Account, subject to
applicable law. We guarantee that the amounts allocated to the Standard Fixed
Account will be credited interest at a net effective annual interest rate at
least equal to the minimum guaranteed rate found in the Contract. Currently, the
amount of interest credited in excess of the guaranteed rate will vary
periodically at the sole discretion of the Company. Any interest held in the
Standard Fixed Account does not entitle an Owner to share in the investment
experience of the general account.
Money allocated to the Standard Fixed Account earns interest for a one year
period at the current rate in effect at the time of allocation. After the one
year period, a renewal rate will be declared. Subsequent renewal dates will be
every twelve months for each payment or transfer. The renewal interest rate will
be guaranteed by us for a full year and will not be less than the minimum
guaranteed rate found in the Contract. We may declare more than one interest
rate for different monies based upon the date of allocation to the Standard
Fixed Account. For current interest rate information, please contact your sales
representative or the Company's customer support unit at 1-800/453-6038.
Any interest credited to amounts allocated to the Standard Fixed Account in
excess of the guaranteed rate found in the Contract will be determined at the
sole discretion of the Company.
Amounts may be transferred from the Sub-accounts of the Variable Account to the
Standard Fixed Account, and prior to the Payout Start Date, amounts may also be
transferred from the Standard Fixed Account to any other Investment Alternative.
The maximum amount in any Contract Year which may be transferred from the
Standard Fixed Account to any other Investment Alternative is limited to the
greater of (1) 25% of the value in the Standard Fixed Account as of the most
recent Contract Anniversary; if 25% of the value as of the most recent Contract
Anniversary is less
<PAGE>
24
than $1,000, then up to $1,000 may be transferred; or (2) 25% of the sum of all
purchase payments and transfers to the Standard Fixed Account as of the most
recent Contract Anniversary.
After the Payout Start Date no transfers may be made from the Fixed Account
Options. Transfers from the Variable Account to the Standard Fixed Account may
not be made for six months after the Payout Start Date and may be made
thereafter only once every six months.
Full and partial withdrawals from the Standard Fixed Account may be delayed for
up to six months.
THE GUARANTEED MATURITY AMOUNT FIXED ACCOUNT
Purchase payments and transfers allocated to one or more of the Sub-accounts of
the Guaranteed Maturity Amount Fixed Account become part of the general account
of the Company. Each Sub-account offers a separate interest rate Guarantee
Period. Guarantee Periods will be offered at the Company's discretion and may
range from one to ten years. Presently, the Company offers Guarantee Periods of
three, five, seven and ten years. The Owner must select the Sub-account(s) in
which to allocate each purchase payment and transfer. No less than $50 may be
allocated to any one Sub-account. The Company reserves the right to limit the
number of additional purchase payments.
Interest is credited daily to each Sub-account at a rate which compounds to the
effective annual interest rate declared for each Sub-account's Guarantee Period
that has been selected. The effective annual interest rate will never be less
than the minimum guaranteed rate, as found in the Contract.
<PAGE>
25
The following example illustrates how the Sub-account value for a Sub-account of
the Guaranteed Maturity Amount Fixed Account would grow given an assumed
purchase payment, Guarantee Period, and effective annual interest rate:
EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD:
<TABLE>
<S> <C>
Purchase Payment:.................................................................. $10,000.00
Guarantee Period:.................................................................. 5 years
Effective Annual Rate:............................................................. 5.50%
</TABLE>
END OF CONTRACT YEAR:
<TABLE>
<CAPTION>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Beginning Sub-Account Value $ 10,000.00
X (1 + Effective Annual Rate) 1.055
------------
$ 10,550.00
Sub-Account Value at end of Contract $ 10,550.00
year 1 X (1 + Effective Annual Rate) 1.055
------------
$ 11,130.25
Sub-Account Value at end of Contract $ 11,130.25
year 2 X (1 + Effective Annual Rate) 1.055
------------
$ 11,742.41
Sub-Account Value at end of Contract $ 11,742.41
year 3 X (1 + Effective Annual Rate) 1.055
------------
$ 12,388.25
Sub-Account Value at end of Contract $ 12,388.25
year 4 X (1 + Effective Annual Rate) 1.055
------------
Sub-Account Value at end of Guarantee
Period: $ 13,069.60
------------
------------
</TABLE>
TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $3,069.60 ($13,069.60 -
$10,000.00)
NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A Market Value Adjustment would apply to any such
interim withdrawal. A withdrawal charge may apply to any amount withdrawn in
excess of 10% of the Contract Value on the date of the first withdrawal in a
Contract Year. The hypothetical interest rate is for illustrative purposes only
and is not intended to predict future interest rates to be declared under the
Contract. Actual interest rates declared for any given Guarantee Period may be
more or less than shown above but will never be less than the guaranteed minimum
rate as found in the Contract.
The Company has no specific formula for determining the rate of interest that it
will declare initially or in the future. Such interest rates will be reflective
of investment returns available at the time of the determination. In addition,
the management of the Company may also consider various other factors in
determining interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by the
<PAGE>
26
Company, general economic trends, and competitive factors. For current interest
rate information, please contact your sales representative or the Company's
customer support unit at 1-800/453-6038.
THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO THE
INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT NOR GUARANTEE
FUTURE INTEREST RATES TO BE DECLARED.
Prior to the end of a Guarantee Period, a notice will be mailed to the Owner
outlining the options available at the end of a Guarantee Period. During the 30
day period after a Guarantee Period expires the Owner may:
- take no action and the Company will automatically renew the Sub-account
value to a Guarantee Period of the same duration to be established on the
day the previous Guaranteed Period expired; or
- notify the Company to apply the Sub-account value to a new Guarantee
Period or periods to be established on the day the previous Guarantee
Period expired; or
- notify the Company to apply the Sub-account value to the Standard Fixed
Account to be established on the day the Guarantee Period expired; or
- notify the Company to apply the Sub-account value to any Sub-accounts of
the Variable Account on the day we receive the notification.
- receive a portion of the Sub-account value or the entire Sub-account value
through a partial or full withdrawal. In this case, the amount withdrawn
will be deemed to have been renewed at the shortest Guarantee Period then
being offered with current interest credited from the date the Guarantee
Period expired.
The Automatic Laddering Program allows the Owner to choose, in advance, one
renewal Guarantee Period for all renewing Sub-accounts. The Owner can select the
Automatic Laddering Program at any time during the accumulation phase, including
on the issue date. The Automatic Laddering Program will continue until the Owner
gives written notice to the Company.
WITHDRAWALS OR TRANSFERS:
All withdrawals and transfers, paid from a Sub-account of the Guaranteed
Maturity Amount Fixed Account other than during the 30 day period after a
Guarantee Period expires are subject to a Market Value Adjustment.
The main component in determining the amount received by the Owner is the amount
which was requested; however, there may be adjustments to the requested amount.
A withdrawal charge may reduce the amount received. A Market Value Adjustment
may apply which would reduce or increase the amount received. Premium taxes and
federal income tax withholding may also apply which would reduce the amount
received.
The amount received by the Owner under a withdrawal request equals the amount
requested, adjusted by any Market Value Adjustment, less any applicable
withdrawal charge (based upon the amount requested prior to any Market Value
Adjustment), less premium taxes and withholding (if applicable).
<PAGE>
27
MARKET VALUE ADJUSTMENT
The Market Value Adjustment reflects the relationship between (1) the current
effective annual interest rate for the time remaining in the Guarantee Period at
the time of the request for withdrawal or transfer, and (2) the effective annual
interest rate guaranteed for that Sub-account. Since current interest rates are
based, in part, upon investment yields available at the time, the effect of the
Market Value Adjustment will be closely related to the levels of such yields. As
such, the Owner bears some investment risk under the Contract.
It is possible, therefore, that should investment yields increase significantly
from the time the purchase payment was made, the Market Value Adjustment,
withdrawal charge, premium taxes and withholding (if applicable), would reduce
the amount received by the Owner upon full withdrawal of the Contract Value to
an amount that is less than the purchase payment plus interest at the minimum
guaranteed interest rate under the Contract.
Generally, if the effective annual interest rate for the Guarantee Period is
lower than the applicable current effective annual interest rate (interest rate
for a period equal to the time remaining in the Sub-account), then the Market
Value Adjustment will result in a lower amount payable to the Owner. Similarly,
if the effective annual interest rate for the Guarantee Period is higher than
the applicable current effective annual interest rate, then the Market Value
Adjustment will result in a higher amount payable to the Owner.
For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the Company's effective annual rate for that
duration is 5.50%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current interest rate for a 2 year
Guarantee Period is 4.00%, then the Market Value Adjustment will be positive,
which will result in an increase in the amount payable to the Owner. Similarly,
if the current interest rate for the 2 year Guarantee Period is 7.00%, then the
Market Value Adjustment will be negative, which will result in a decrease in the
amount payable to the Owner.
The formula for calculating the Market Value Adjustment is set forth in Appendix
A to this prospectus which also contains additional illustrations of the
application of the Market Value Adjustment.
GENERAL MATTERS
BENEFICIARY
Subject to the terms of any irrevocable Beneficiary designation, the Owner may
change the Beneficiary at any time by notifying the Company in writing. Any
change will be effective at the time it is signed by the Owner, whether or not
the Annuitant is living when the change is received by the Company. The Company
will not, however, be liable as to any payment or settlement made prior to
receiving the written notice.
Unless otherwise provided in the Beneficiary designation, if any Beneficiary
predeceases the Owner, the new Beneficiary will be: the Owner's spouse if
living; otherwise, the Owner's children, equally, if living; otherwise, the
Owner's estate. Multiple Beneficiaries may be named. Unless otherwise provided
in the Beneficiary designation, if more than one Beneficiary survives the Owner,
the surviving Beneficiaries will share equally in any amounts due.
<PAGE>
28
ASSIGNMENTS
The Owner may not assign an interest in a Contract as collateral or security for
a loan. Otherwise, the Owner may assign benefits under the Contract prior to the
Payout Start Date. No Beneficiary may assign benefits under the Contract until
they are due. No assignment will bind the Company unless it is signed by the
Owner and filed with the Company. The Company is not responsible for the
validity of an assignment.
DELAY OF PAYMENTS
Payment of any amounts due from the Variable Account under the Contract will
occur within seven days, unless:
1. The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted;
2. An emergency exists as defined by the Securities and Exchange Commission; or
3. The Securities and Exchange Commission permits delay for the protection of
the Owners.
Payments or transfers from the Fixed Account may be delayed for up to 6 months.
MODIFICATION
The Company may not modify the Contract without the consent of the Owner except
to make the Contract meet the requirements of the Investment Company Act of
1940, or to make the Contract comply with any changes in the Internal Revenue
Code or any changes required by the Code or by any other applicable law.
CUSTOMER INQUIRIES
The Owner or any persons interested in the Contract may make inquiries regarding
the Contract by calling or writing your representative or:
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS, 60062
1-800/453-6038
FEDERAL TAX MATTERS
INTRODUCTION
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax
consequences of ownership or receipt of distributions under an annuity contract
depend on the individual circumstances of each person. If you are concerned
about any tax consequences with regard to your individual circumstances, you
should consult a competent tax adviser.
<PAGE>
29
TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL
Generally, an annuity contract owner is not taxed on increases in the Contract
Value until a distribution occurs. This rule applies only where (1) the owner is
a natural person, and (2) the issuing insurance company, instead of the annuity
owner, is considered the owner for federal income tax purposes of any separate
account assets funding the contract.
NON-NATURAL OWNERS
As a general rule, annuity contracts owned by non-natural persons are not
treated as annuity contracts for federal income tax purposes and the income on
such contracts is taxed as ordinary income received or accrued by the owner
during the taxable year. There are several exceptions to the general rule for
contracts owned by non-natural persons which are discussed in the Statement of
Additional Information.
DIVERSIFICATION REQUIREMENTS
For a Contract to be treated as an annuity for federal income tax purposes, the
investments in the Variable Account must be "adequately diversified" in
accordance with the standards provided in the Treasury regulations. If the
investments in the Variable Account are not adequately diversified, then the
Contract will not be treated as an annuity contract for federal income tax
purposes and the Owner will be taxed on the excess of the Contract Value over
the investment in the Contract. Although the Company does not have control over
the Funds or their investments, the Company expects the Funds to meet the
diversification requirements.
INVESTOR CONTROL
In connection with the issuance of the regulations on the adequate
diversification standards, the Department of the Treasury announced that the
regulations do not provide guidance concerning the extent to which contract
owners may direct their investments among Sub-accounts of a variable account.
The Internal Revenue Service has previously stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the owner possesses incidents of ownership in those assets such as the
ability to exercise investment control over the assets. At the time the
diversification regulations were issued, Treasury announced that guidance would
be issued in the future regarding the extent that owners could direct their
investments among Sub-accounts without being treated as owners of the underlying
assets of the Variable Account. It is possible that Treasury's position, when
announced, may adversely affect the tax treatment of existing contracts. The
Company, therefore, reserves the right to modify the Contract as necessary to
attempt to prevent the Owner from being considered the federal tax owner of the
assets of the Variable Account.
TAXATION OF PARTIAL AND FULL WITHDRAWALS
In the case of a partial withdrawal under a non-qualified contract, amounts
received are taxable to the extent the contract value before the withdrawal
exceeds the investment in the contract. In the case of a partial withdrawal
under a qualified contract, the portion of the payment that bears the same ratio
to the total payment
<PAGE>
30
that the investment in the contract bears to the contract value, can be excluded
from income. In the case of a full withdrawal under a non-qualified contract or
a qualified contract, the amount received will be taxable only to the extent it
exceeds the investment in the contract. If an individual transfers an annuity
contract without full and adequate consideration to a person other than the
individual's spouse (or to a former spouse incident to a divorce), the owner
will be taxed on the difference between the contract value and the investment in
the contract at the time of transfer. Other than in the case of certain
qualified contracts, any amount received as a loan under a contract, and any
assignment or pledge (or agreement to assign or pledge) of the contract value is
treated as a withdrawal of such amount or portion.
TAXATION OF ANNUITY PAYMENTS
Generally, the rule for income taxation of payments received from an annuity
contract provides for the return of the owner's investment in the contract in
equal tax-free amounts over the payment period. The balance of each payment
received is taxable. In the case of variable annuity payments, the amount
excluded from taxable income is determined by dividing the investment in the
contract by the total number of expected payments. In the case of fixed annuity
payments, the amount excluded from income is determined by multiplying the
payment by the ratio of the investment in the contract (adjusted for any refund
feature or period certain) to the total expected value of annuity payments for
the term of the contract.
TAXATION OF ANNUITY DEATH BENEFITS
Amounts may be distributed from an annuity contract because of the death of an
owner or annuitant. Generally, such amounts are includible in income as follows:
(1) if distributed in a lump sum, the amounts are taxed in the same manner as a
full withdrawal or (2) if distributed under an annuity option, the amounts are
taxed in the same manner as an annuity payment.
PENALTY TAX ON PREMATURE DISTRIBUTIONS
There is a 10% penalty tax on the taxable amount of any premature distribution
from a non-qualified annuity contract. The penalty tax generally applies to any
distribution made prior to the owner attaining age 59 1/2. However, there should
be no penalty tax on distributions to owners (1) made on or after the owner
attains age 59 1/2; (2) made as a result of the owner's death or disability; (3)
made in substantially equal periodic payments over life or life expectancy; or
(4) made under an immediate annuity. Similar rules apply for distributions under
certain qualified contracts. Please see the Statement of Additional Information
for a discussion of other situations in which the penalty tax may not apply.
AGGREGATION OF ANNUITY CONTRACTS
All non-qualified annuity contracts issued by the Company (or its affiliates) to
the same owner during any calendar year will be aggregated and treated as one
annuity contract for purposes of determining the taxable amount of a
distribution.
<PAGE>
31
TAX QUALIFIED CONTRACTS
Annuity contracts may be used as investments with certain tax qualified plans
such as: (1) Individual Retirement Annuities under Section 408(b) of the Code;
(2) Simplified Employee Pension Plans under Section 408(k) of the Code; (3) Tax
Sheltered Annuities under Section 403(b) of the Code; (4) Corporate and Self
Employed Pension and Profit Sharing Plans; and (5) State and Local Government
and Tax-Exempt Organization Deferred Compensation Plans. In the case of certain
tax qualified plans, the terms of the plans may govern the right to benefits,
regardless of the terms of the contract.
RESTRICTIONS UNDER SECTION 403(B) PLANS
Section 403(b) of the Code provides for tax-deferred retirement savings plans
for employees of certain non-profit and educational organizations. In accordance
with the requirements of Section 403(b), any annuity contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after 12/31/88, and all earnings on salary reduction
contributions, may be made only after the employee attains age 59 1/2, separates
from service, dies, becomes disabled or on the account of hardship (earnings on
salary reduction contributions may not be distributed on the account of
hardship).
INCOME TAX WITHHOLDING
The Company is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless an individual elects to make a "direct
rollover" of such amounts to another qualified plan or Individual Retirement
Account or Annuity (IRA). Eligible rollover distributions generally include all
distributions from qualified contracts, excluding IRAs, with the exception of
(1) required minimum distributions, or (2) a series of substantially equal
periodic payments made over a period of at least 10 years, or the life (joint
lives) of the participant (and beneficiary). For any distributions from
non-qualified annuity contracts, or distributions from qualified contracts which
are not considered eligible rollover distributions, the Company may be required
to withhold federal and state income taxes unless the recipient elects not to
have taxes withheld and properly notifies the Company of such election.
DISTRIBUTION OF THE CONTRACTS
Allstate Life Financial Services, Inc. ("ALFS"), 3100 Sanders Road, Northbrook
Illinois, a wholly owned subsidiary of Allstate Life, acts as the principal
underwriter of the Contracts. ALFS is registered as a broker-dealer under the
Securities Act of 1934 and became a member of the National Association of
Securities Dealers, Inc. on June 30, 1993. Contracts are sold by registered
representatives of broker-dealers or bank employees who are licensed insurance
agents appointed by the Company, either individually or through an incorporated
insurance agency. In some states, Contracts may be sold by representatives or
employees of banks which may be acting as broker-dealers without separate
registration under the Securities Exchange Act of 1934, pursuant to legal and
regulatory exceptions.
Commissions paid to registered representatives may vary, but in aggregate are
not anticipated to exceed 6% of any purchase payment. In addition, under certain
circumstances, certain sellers of the Contracts may be paid persistency bonuses
which will take into account, among other things, the length of time purchase
payments have been held under a Contract, and Contract Values. A persistency
bonus is not expected to exceed 0.25%, on
<PAGE>
32
an annual basis, of the Contract Values considered in connection with the bonus.
These commissions are intended to cover distribution expenses.
The underwriting agreement with ALFS provides for indemnification by the
Company, to the principal underwriter, for liability to Owners arising out of
services rendered or Contracts issued.
VOTING RIGHTS
The Owner or anyone with a voting interest in the Sub-account of the Variable
Account may instruct the Company on how to vote at shareholder meetings of the
Funds. The Company will solicit and cast each vote according to the procedures
set up by the Funds and to the extent required by law. The Company reserves the
right to vote the eligible shares in its own right, if subsequently permitted by
the Investment Company Act of 1940, its regulations or interpretations thereof.
Fund shares as to which no timely instructions are received will be voted in
proportion to the voting instructions which are received with respect to all
Contracts participating in that Sub-account. Voting instructions to abstain on
any item to be voted upon will be applied on a pro-rata basis to reduce the
votes eligible to be cast.
Before the Payout Start Date, the Owner holds the voting interest in the
Sub-account of the Variable Account (The number of votes for the Owner will be
determined by dividing the Contract Value attributable to a Sub-account by the
net asset value per share of the applicable eligible portfolio.)
After the Payout Start Date, the person receiving income payments has the voting
interest. After the Payout Start Date, the votes decrease as income payments are
made and as the reserves for the Contract decrease. That person's number of
votes will be determined by dividing the reserve for such Contract allocated to
the applicable Sub-account by the net asset value per share of the corresponding
eligible portfolio.
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the financial statements and notes thereto included in this
Prospectus beginning on page 42.
<PAGE>
33
GLENBROOK LIFE AND ANNUITY COMPANY
SELECTED FINANCIAL DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR-END FINANCIAL DATA 1994 1993 1992*
------------------------------------------------------------------------------ ---------- ------------ ----------
<S> <C> <C> <C>
For The Years Ended December 31:
Income Before Taxes......................................................... $ 2,017 $ 836 $ 337
Net Income.................................................................. 1,294 529 212
As of December 31:
Total Assets(1)............................................................. 751,680 169,361 12,183
QUARTERLY FINANCIAL DATA 1995 1994
------------------------------------------------------------------------------ ------------ ----------
For The Quarter Ended June 30:
Income Before Taxes......................................................... $ 1,022 $ 210
Net Income.................................................................. 659 132
As of June 30:
Total Assets(1)............................................................. 1,101,366 420,653
<FN>
------------
(1) The Company adopted SFAS No. 115, "Accounting for Certain Instruments in
Debt and Equity Securities" on December 31, 1993. See Note 3 to the
Financial Statements.
* For the period from April 1, 1992 (date of acquisition) to December 31,
1992.
</TABLE>
<PAGE>
34
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
GENERAL
Glenbrook Life and Annuity Company (the "Company") is wholly owned by Allstate
Life Insurance Company ("Allstate Life"), which is wholly owned by Allstate
Insurance Company, a wholly-owned subsidiary of The Allstate Corporation (the
"Corporation"). In November 1994, Sears, Roebuck and Co. ("Sears") announced it
intended to distribute in a tax-free dividend to its stockholders its 80.3%
ownership interest of the Corporation (the "Distribution").
The Company issues single and flexible premium annuity contracts. In addition
the Company issues flexible premium deferred variable annuity contracts.
Effective December 31, 1993, the Company entered into an assumption reinsurance
treaty with an affiliate, Glenbrook Life Insurance Company, to reinsure certain
annuity contracts. Per the terms of the agreement, the Company assumed all of
Glenbrook Life Insurance Company's liability under such contracts.
The Company reinsures all of its insurance in force, including the business
assumed from Glenbrook Life Insurance Company, with Allstate Life. Accordingly,
the results of operations with respect to applications received and contracts
issued by the Company are not reflected in the Company's financial statements.
The amounts reflected in the Company's financial statements relate only to the
investment of those assets of the Company that are not transferred to Allstate
Life under the reinsurance agreement.
RESULTS OF OPERATIONS
Net investment income was $2.0 million in 1994 compared with $836 thousand and
$405 thousand in 1993 and 1992, respectively. Invested assets grew $38.5 million
in 1994 due entirely to a capital contribution from Allstate Life during the
third quarter of 1994.
Net income was $1.3 million compared to $529 thousand in 1993 and $212 thousand
in 1992. The increase in 1994 is due to the increase in investment income.
LIQUIDITY AND CAPITAL RESOURCES
Under the terms of intercompany reinsurance agreements, assets of the Company
that relate to insurance in-force are transferred to Allstate Life. Therefore,
the funds necessary to support the operations of the Company are provided by
Allstate Life and the invested assets supporting contract liabilities are held
by Allstate Life.
During the third quarter of 1994, the Company received a capital contribution of
$40 million from Allstate Life.
SEGMENT INFORMATION
The Company's operations consist of one business segment which is the issuance
of insurance and annuity products.
<PAGE>
35
RESERVES
Under the Company's reinsurance agreement with Allstate Life, the Company
reinsures all reserve liabilities with Allstate Life except for variable
contracts. The Company's variable contract assets and liabilities are held in a
legally segregated unitized separate account and are retained by the Company.
The transactions related to guaranteed benefits under the variable contracts are
transferred to Allstate Life.
INVESTMENTS
The Company generally holds its fixed income securities for the long term, but
has classified them as "available for sale" and carries them in the statement of
financial position at fair value, to allow maximum flexibility in portfolio
management.
PENDING ACCOUNTING STANDARDS
In May, 1993, the Financial Accounting Standards Board ("FASB") issued FASB No.
114, "Accounting by Creditors for Impairment of a Loan." The statement, which
must be adopted by 1995, requires that impairment loans be measured based on the
present value of expected future cash flows discounted at the loan's effective
interest rate. The impact on net income and financial condition of adopting this
statement is not expected to be significant.
THREE AND SIX-MONTH PERIODS ENDED JUNE, 30, 1995
GENERAL
Glenbrook Life and Annuity Company (the "Company") is wholly owned by Allstate
Life Insurance Company ("Allstate Life"). Allstate Life is wholly-owned by
Allstate Insurance Company, a wholly-owned subsidiary of The Allstate
Corporation ("the Corporation"). Sears, Roebuck and Co. distributed its 80.3%
ownership in the Corporation on June 30, 1995 to Sears common shareholders
through a tax-free dividend. As a result of the distribution, Sears no longer
has an ownership interest in the Corporation.
The Company issues single and flexible premium annuity contracts and flexible
premium deferred variable annuity contracts.
The Company reinsures all of its insurance in-force with Allstate Life.
Accordingly, the results of operations with respect to applications received and
contracts issued by the Company are not reflected in the Company's Statements of
Income.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Pre-tax net investment income in the second quarter of 1995 increased 280.2% to
$1.0 million compared to $210 thousand for the same period in 1994. For the
first six months of 1995 pre-tax net investment income increased 339.6% to $2.0
million compared to $455 thousands in the prior year. The increases were
primarily related to an increased level of invested assets which resulted from a
$40 million capital contribution from Allstate Life during the third quarter of
1994. Net income reflects the changes in pre-tax investment income.
<PAGE>
36
The Statement of Financial Position at June 30, 1995 reflects an increase of
49.4% from December 31, 1994 in both contractholder funds and amounts
recoverable from Allstate Life Insurance Company under reinsurance treaties.
This is due to sales of the Company's single and flexible premium annuity
contracts.
LIQUIDITY AND CAPITAL RESOURCES
Under the terms of the reinsurance agreement, assets of the Company that related
to insurance in-force, excluding separate account assets and, beginning in 1995,
assets related to certain market value adjusted annuity contracts under employee
benefit plans, are transferred to Allstate Life. Therefore, the funds necessary
to support the operations of the Company are provided by Allstate Life and the
Company is not required to obtain additional capital to support inforce or
future business.
PENDING ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board issued SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of". The statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The statement requires that
impairment loss be measured for those assets as the amount by which the carrying
amount of the asset exceeds the asset's fair value. This statement will be
adopted in 1996 and is not expected to have a material impact on the Company's
results of operations or financial position.
COMPETITION
The Company is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
competing in the sale of insurance and annuities. There are approximately 2,000
stock, mutual and other types of insurers in business in the United States.
Several independent rating agencies regularly evaluate life insurers'
claims-paying ability, quality of investments, and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life which automatically reinsures all
net business of the Company. A.M. Best Company also assigns the Company the
rating of A+(r) because the Company automatically reinsures all business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns AA+
(Excellent) to the Company's claims-paying ability and Moody's assigns an Aa3
(Excellent) financial stability rating to the Company. These ratings do not
relate to the investment performance of the Variable Account.
EMPLOYEES
As of December 31, 1994, Allstate Life has approximately 31 employees at its
home office in Northbrook, Illinois who work primarily on the Company's matters.
PROPERTIES
The Company occupies office space provided by its parent, Allstate Life, in
Northbrook, Illinois. Expenses associated with these offices are allocated on a
direct and indirect basis to the Company.
<PAGE>
37
STATE AND FEDERAL REGULATION
The insurance business of the Company is subject to comprehensive and detailed
regulation and supervision throughout the United States.
The laws of the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.
Under insurance guaranty fund law, in most states, insurers doing business
therein can be assessed up to prescribed limits for contract owner losses
incurred as a result of company insolvencies. The amount of any future
assessments on the Company under these laws cannot be reasonably estimated. Most
of these laws do provide, however, that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength.
In addition, several states, including Illinois, regulate affiliated groups of
insurers, such as the Company and its affiliates, under insurance holding
company legislation. Under such laws, intercompany transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in relation to
the financial positions of the companies.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
controls on medical care costs, removal of barriers preventing banks from
engaging in the securities and insurance business, tax law changes affecting the
taxation of insurance companies, the tax treatment of insurance products and its
impact on the relative desirability of various personal investment vehicles, and
proposed legislation to prohibit the use of gender in determining insurance and
pension rates and benefits.
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
The directors and executive officers are listed below, together with information
as to their ages, dates of election and principal business occupations during
the last five years (if other than their present business occupations).
LOUIS G. LOWER, II, 49, Chief Executive Officer and Chairman of the Board
(1995)*
He is also the President of Allstate Life Insurance Company; President and
Chairman of the Board of Allstate Life Insurance Company of New York, Glenbrook
Life Insurance Company, and Northbrook Life Insurance Company; Chairman of the
Board of Allstate Settlement Corporation; Chairman of the Board and Chief
Executive Officer of Lincoln Benefit Life Company and Surety Life Insurance
Company; and a Director of Allstate Insurance Company and Allstate Life
Financial Services, Inc. Prior to January 1, 1990, he was Executive Vice
President of Allstate Life Insurance Company. From 1990 to 1995, he was
President and Chairman of the Board of the Company.
MARLA G. FRIEDMAN, 41, President, Chief Operating Officer and Director (1995)*
<PAGE>
38
She is also Vice President and Director of Allstate Life Insurance Company,
Glenbrook Life Insurance Company, and Northbrook Life Insurance Company; and a
Director of Allstate Life Financial Services, Inc. She was elected a Director of
the Company in 1992. Prior to 1995, she was Vice President and Director of the
Company.
MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1993)*
He is also Vice President, Secretary, General Counsel and Director of Allstate
Life Insurance Company, Allstate Life Insurance Company of New York, Glenbrook
Life Insurance Company, Northbrook Life Insurance Company and Surety Life
Insurance Company; and a Director of Lincoln Benefit Life Company and Allstate
Life Financial Services, Inc. From 1989 through 1992, he was Vice President,
Assistant General Counsel of Allstate Insurance Company.
PETER H. HECKMAN, 49, Vice President and Director (1992)*
He is also Vice President and Director of Allstate Life Insurance Company; Vice
President of Allstate Life Insurance Company of New York, Northbrook Life
Insurance Company, Glenbrook Life Insurance Company; and Director of Surety Life
Insurance Company and Lincoln Benefit Life Company. He was elected a Director of
the Company in 1992. Prior to 1992, he held all of the above listed positions
except the current position with the Company. Prior to September, 1988, he was
Assistant Vice President of Allstate Insurance Company.
G. CRAIG WHITEHEAD, 49, Senior Vice President, Assistant Vice President and
Director (1995)*
He is also Assistant Vice President and Director of Glenbrook Life Insurance
Company and Assistant Vice President of Allstate Life Insurance Company. Prior
to 1991, he was a director in the strategic planning area of Allstate.
BARRY S. PAUL, 39, Assistant Vice President and Controller (1992)
He is also Assistant Vice President of Allstate Life Insurance Company;
Assistant Vice President and Corporate Actuary of Allstate Life Insurance
Company of New York; and Assistant Vice President and Controller of Glenbrook
Life Insurance Company and Northbrook Life Insurance Company. Prior to 1992, he
held all of the above listed positions except the current position with the
Company.
* Date elected to current office.
<PAGE>
39
EXECUTIVE COMPENSATION
Executive officers of the Company also serve as officers of Allstate Life and
receive no compensation directly from the Company. Some of the officers also
serve as officers of other companies affiliated with the Company. Allocations
have been made as to each individual's time devoted to his or her duties as an
executive officer of the Company. However, no officer's compensation allocated
to the Company exceeded $100,000 in 1994. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1994 totalled $9,216.31. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.
Shares of the Company and Allstate Life are not directly owned by any director
or officer of the Company. The percentage of shares of The Allstate Corporation
beneficially owned by any director, and by all directors and officers of the
Company as a group, does not exceed one percent of the class outstanding.
SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------------
AWARDS
----------------------- PAYOUTS
ANNUAL COMPENSATION (G) --------------------
----------------------------------- SECURITIES
(E) (F) UNDERLYING (H)
(A) (C) (D) OTHER ANNUAL RESTRICTED OPTIONS/ LTIP (I)
COMPENSATION NAME (B) SALARY BONUS COMPENSATION STOCK SARS PAYOUTS ALL OTHER
AND PRINCIPAL POSITION YEAR ($) ($) ($) AWARD(S) (#) ($) ($)
------------------------------- --------- --------- --------- ------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II............. 1994 $ 389,050 $ 26,950 $ 25,889 $ 170,660 N/A 0 $ 1,8901
President and Chairman of 1993 $ 374,200 $ 294,683 $ 52,443 $ 318,625 N/A $ 13,451 $ 6,2961
the Board of Directors 1992 $ 356,625 0 $ 11,981 $ 206,388 N/A $ 173,561 $ 2,0951
<FN>
---------------
1 Amount received by Mr. Lower which represents the value allocated to his
account from employer contributions under The Savings and Profit Sharing
Fund of Sears employees.
</TABLE>
LEGAL PROCEEDINGS
From time to time the Company is involved in pending and threatened litigation
in the normal course of its business in which claims for monetary damages are
asserted. Management, after consultation with legal counsel, does not anticipate
the ultimate liability arising from such pending or threatened litigation to
have a material effect on the financial condition of the Company.
EXPERTS
The financial statements and financial statement schedule of the Company as of
December 31, 1994 and 1993 and for the years ended December 31, 1994 and 1993
and for the period from April 1, 1992 (Date of Acquisition) to December 31, 1992
included in this prospectus have been audited by Deloitte & Touche LLP, Two
Prudential Plaza, 180 North Stetson Avenue, Chicago, Illinois 60601-6779
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
40
LEGAL MATTERS
Certain legal matters relating to the federal securities laws applicable to the
issue and sale of the Contracts have been passed upon by Routier, Mackey and
Johnson, P.C., of Washington, D.C. All matters of Illinois law pertaining to the
Contracts, including the validity of the Contracts and the Company's right to
issue such Contracts under Illinois insurance law, have been passed upon by
Michael J. Velotta, General Counsel of the Company.
<PAGE>
41
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDER
OF GLENBROOK LIFE AND ANNUITY COMPANY:
We have audited the accompanying Statements of Financial Position of Glenbrook
Life and Annuity Company (an affiliate of Sears, Roebuck and Co.) as of December
31, 1994 and 1993, and the related Statements of Income, Shareholder's Equity
and Cash Flows for the years ended December 31, 1994 and 1993 and for the period
from April 1, 1992 (date of acquisition) to December 31, 1992. Our audits also
included Schedule IV -- Reinsurance for the years ended December 31, 1994 and
1993 and for the period from April 1, 1992 to December 31, 1992. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Glenbrook Life and Annuity Company as of
December 31, 1994 and 1993 and the results of its operations and its cash flows
for the years ended December 31, 1994, 1993, and for the period from April 1,
1992 (date of acquisition) to December 31, 1992 in conformity with generally
accepted accounting principles. Also in our opinion, Schedule IV -- Reinsurance,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
As discussed in Note 3 to the financial statements, in 1993 the Company changed
its method of accounting for investments in debt securities.
/s/ Deloitte & Touche LLP
April 1, 1995
<PAGE>
42
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities:
Available for sale, at fair value (amortized cost $51,527 and $9,543).................. $ 49,807 $ 10,609
Short-term............................................................................... 924 1,591
---------- ----------
Total investments.................................................................... 50,731 12,200
Reinsurance recoverable from Allstate Life Insurance Company............................... 696,854 154,799
Cash....................................................................................... 299
Net receivable from affiliates............................................................. 88 41
Other...................................................................................... 4,007 2,022
---------- ----------
Total assets......................................................................... $ 751,680 $ 169,361
---------- ----------
---------- ----------
Liabilities
Contractholder funds....................................................................... $ 696,854 $ 154,799
Income taxes payable....................................................................... 63 574
Other liabilities and accrued expenses..................................................... 2,105 813
---------- ----------
Total liabilities.................................................................... 699,022 156,186
---------- ----------
Commitments and contingencies
Shareholder's equity
Common stock ($500 par, 42,000 shares authorized, issued, and outstanding)................. 2,100 2,100
Additional capital paid-in................................................................. 49,641 9,641
Unrealized net capital (losses) gains...................................................... (1,118) 693
Retained income............................................................................ 2,035 741
---------- ----------
Total shareholder's equity........................................................... 52,658 13,175
---------- ----------
Total liabilities and shareholder's equity........................................... $ 751,680 $ 169,361
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
<PAGE>
43
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1 TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- -------------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Investment income, less investment expense.................... $ 2,017 $ 753 $ 405
Realized capital gains and losses............................. 83
--------- --------- -----
2,017 836 405
Expenses
Operating expenses............................................ 68
--------- --------- -----
Income before income taxes...................................... 2,017 836 337
Income tax expense.............................................. 723 307 125
--------- --------- -----
Net income...................................................... $ 1,294 $ 529 $ 212
--------- --------- -----
--------- --------- -----
</TABLE>
See notes to financial statements.
<PAGE>
44
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL NET CAPITAL
COMMON CAPITAL GAINS RETAINED
STOCK PAID-IN (LOSSES) INCOME TOTAL
----------- ----------- ----------- ----------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, at April 1, 1992 (date of acquisition)............. $ 2,100 $ 3,641 $ -- $ -- $ 5,741
Net income................................................ 212 212
Capital contribution...................................... 6,000 6,000
Change in unrealized net capital gains and losses......... (10) (10)
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1992.................................. 2,100 9,641 (10) 212 11,943
Net income................................................ 529 529
Change in unrealized net capital gains and losses......... 703 703
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1993.................................. 2,100 9,641 693 741 13,175
Net income................................................ 1,294 1,294
Capital contribution...................................... 40,000 40,000
Change in unrealized net capital gains and losses......... (1,811) (1,811)
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1994.................................. $ 2,100 $ 49,641 $ (1,118) $ 2,035 $ 52,658
----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ---------
</TABLE>
See notes to financial statements.
<PAGE>
45
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1 TO
--------------------- DECEMBER 31,
1994 1993 1992
---------- --------- ------------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................................................... $ 1,294 $ 529 $ 212
Adjustments to reconcile net income to net cash from operating activities:
Amortization................................................................ 97 58 45
Realized capital gains...................................................... (83)
Changes in other operating assets and liabilities........................... (277) 598 (90)
---------- --------- ------------
Net cash from operating activities........................................ 1,114 1,102 167
---------- --------- ------------
Cash flows from investing activities:
Fixed income securities available for sale:
Proceeds from sales......................................................... 3,015
Investment collections...................................................... 649 969 403
Investment purchases........................................................ (42,729) (3,737) (6,996)
Net change in short-term investments.......................................... 667 (1,102) (489)
---------- --------- ------------
Net cash from investing activities........................................ (41,413) (855) (7,082)
---------- --------- ------------
Cash flows from financing activities:
Capital contribution.......................................................... 40,000 -- 6,000
---------- --------- ------------
Net cash from financing activities........................................ 40,000 -- 6,000
---------- --------- ------------
Net (decrease) increase in cash................................................. (299) 247 (915)
Cash at date of acquisition..................................................... 967
Cash at beginning of period..................................................... 299 52
---------- --------- ------------
Cash at end of period........................................................... $ 0 $ 299 $ 52
---------- --------- ------------
---------- --------- ------------
</TABLE>
See notes to financial statements.
<PAGE>
46
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
1. BASIS OF PRESENTATION
Glenbrook Life and Annuity Company (the "Company") is wholly owned by Allstate
Life Insurance Company ("Allstate Life"), which is wholly owned by Allstate
Insurance Company ("Allstate"), a wholly-owned subsidiary of The Allstate
Corporation (the "Corporation"). In November 1994, Sears, Roebuck and Co.
("Sears") announced it intends to distribute in a tax-free dividend to its
stockholders its 80.3% ownership interest of the Corporation (the
"Distribution"). The Distribution is expected to occur in mid-1995, but is
subject to market conditions, final approval by the Sears Board of Directors,
any required regulatory approvals and a favorable tax ruling or legal opinion on
the tax-free nature of the Distribution.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
Fixed income securities include bonds and mortgage-backed securities. Fixed
income securities which may be sold prior to their contractual maturity
("available for sale") are carried at fair value. The difference between
amortized cost and fair value, net of deferred income taxes, is reflected as a
separate component of shareholder's equity. Provisions are made to write down
the carrying value of fixed income securities for declines in value that are
other than temporary.
Short-term investments are carried at cost which approximates fair value.
Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method based on the anticipated repayment of principal.
Realized capital gains and losses are determined on a specific identification
basis.
INCOME TAXES
The income tax provision is calculated under the liability method. Deferred tax
assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities and the enacted tax
rates. Deferred income taxes also arise from unrealized capital gains or losses
on fixed income securities carried at fair value.
LIFE INSURANCE ACCOUNTING
The Company sells long-duration contracts that do not involve significant risk
of policyholder mortality or morbidity (principally single and flexible premium
annuities) which are considered investment contracts.
INVESTMENT CONTRACTS
Payments received under investment contracts are recorded as interest bearing
liabilities.
CONTRACTHOLDER FUNDS
Contractholder funds are reserves for investment contracts, which are equal to
the account balance that accrues to the benefit of the contractholder. Credited
interest rates on contractholder funds ranged from 3.0% to
<PAGE>
47
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
7.45% for those contracts with fixed interest rates and from 4.25% to 8.1% for
those with flexible rates during 1994.
3. ACCOUNTING CHANGES
Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 115 requires that investments classified
as available for sale be carried at fair value. Previously, fixed income
securities classified as available for sale were carried at the lower of
amortized cost or fair value, determined in the aggregate. Unrealized holding
gains and losses are reflected as a separate component of shareholder's equity,
net of deferred income taxes. The net effect of adoption of this statement
increased shareholder's equity at December 31, 1993 by $693, with no impact on
net income.
4. RELATED PARTY TRANSACTIONS
BUSINESS OPERATIONS AND REINSURANCE
The Company utilizes services and business facilities owned or leased, and
operated by Allstate in conducting its business activities. The Company
reimburses Allstate for the operating expenses incurred by Allstate. The cost to
the Company is determined by various allocation methods and is primarily related
to the level of services provided. Investment-related expenses are retained by
the Company. All other costs, including costs of retirement and other benefit
programs, are assumed by Allstate Life under a reinsurance agreement.
The Company reinsures all of its insurance in force with Allstate Life,
including business assumed on December 31, 1993 from Glenbrook Life Insurance
Company, an affiliate. Contract charges, credited interest and the provision for
policy benefits and other insurance reserves are 100% ceded to Allstate Life and
reflected net of such cessions in the statements of income. Reinsurance
recoverable from Allstate Life under reinsurance treaty and contractholder funds
are reported separately in the statements of financial position.
Revenues ceded to Allstate Life consist of contract charges of $409 and $70 in
1994 and 1993, respectively. Benefits and expenses ceded to Allstate Life
consist of paid benefits, credited interest and operating expenses. These
benefits and expenses amounted to $26,177 and $2,162 in 1994 and 1993,
respectively.
5. INCOME TAXES
The Corporation and its domestic subsidiaries (the "Allstate Group") join with
Sears and its domestic business units (the "Sears Group") in the filing of a
consolidated federal income tax return (the "Sears Tax Group") and are parties
to a federal income tax allocation agreement (the "Tax Sharing Agreement"). As a
member of the Sears Tax Group, the Company is jointly and severally liable for
the consolidated income tax liability of the Sears Tax Group.
<PAGE>
48
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
5. INCOME TAXES (CONTINUED)
Under the Tax Sharing Agreement, the Company will pay to or receive from the
Allstate Group the amount, if any, by which the Sears Group's federal income tax
liability is affected by virtue of inclusion of the Company in the consolidated
federal income tax return. Effectively, this results in the Company's annual
income tax provision being computed as if the Company filed a separate return,
except that items such as net operating losses, capital losses, foreign tax
credits, investment tax credits or similar items which might not be immediately
recognizable in a separate return, are allocated according to the Tax Sharing
Agreement and reflected in the Company's provision to the extent that such items
reduce the Sears Tax Group's federal tax liability.
Payments under the Tax Sharing Agreement generally are to be paid on each date
on which a quarterly payment of estimated federal income tax is due, with any
final settlement made after the consolidated return is filed. When a refund is
received from the Internal Revenue Service as the result of any carryback,
payment will be made to the members of the Sears Tax Group within 15 days after
receipt of the refund.
In anticipation of the Distribution (see Note 1), the Allstate Group and Sears
Group have entered into an agreement which governs their respective rights and
obligations with respect to federal income taxes for all periods prior to the
Distribution ("Consolidated Tax Years"). The agreement provides that all
Consolidated Tax Years will continue to be governed by the Tax Sharing Agreement
with respect to the Allstate Group's federal income tax liability and taxes
payable to or recoverable from the Sears Group.
After the Distribution, the Allstate Group will no longer be included in the
Sears Tax Group. The Company does not expect the impact of separation from the
Sears Tax Group to be significant.
The components of the deferred income tax assets and liabilities at December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Unrealized losses on fixed income securities available for sale............................ $ 602 $ --
Other...................................................................................... 4
--------- ---------
Total deferred assets.................................................................... 606 --
--------- ---------
Unrealized gains on fixed income securities available for sale............................. (373)
Amortization............................................................................... (64) (14)
Other...................................................................................... (3)
--------- ---------
Total deferred liabilities............................................................... (64) (390)
--------- ---------
Net deferred asset (liability)........................................................... $ 542 $ (390)
--------- ---------
--------- ---------
</TABLE>
The Company paid income taxes of $57 in 1994 to Allstate under the Tax Sharing
Agreement. The Company had an income tax payable to Allstate of $605 and $184 at
December 31, 1994 and 1993, respectively.
<PAGE>
49
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
5. INCOME TAXES (CONTINUED)
The Company has not established a valuation reserve as it is more likely than
not that the Company will produce sufficient taxable income in the future to
realize the deferred tax asset.
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED DECEMBER PERIOD FROM
31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Current............................................................ $ 652 $ 290 $ 67
Deferred........................................................... 71 17 58
--------- --------- -----
Income tax expense................................................. $ 723 $ 307 $ 125
--------- --------- -----
--------- --------- -----
</TABLE>
6. INVESTMENTS
FAIR VALUES
The amortized cost, fair value and gross unrealized gains and losses for fixed
income securities, which are designated as available for sale and carried at
fair value, are as follows:
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- FAIR
AT DECEMBER 31, 1994 COST GAINS LOSSES VALUE
------------------------------------------------------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C>
U.S. Government and agencies........................... $ 31,005 $ 30 $ 1,126 $ 29,909
Mortgage-backed securities............................. 20,522 624 19,898
----------- --------- --------- ---------
Totals............................................... $ 51,527 $ 30 $ 1,750 $ 49,807
----------- --------- --------- ---------
----------- --------- --------- ---------
<CAPTION>
AT DECEMBER 31, 1993
-------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government and agencies........................... $ 9,543 $ 1,066 $ -- $ 10,609
----------- --------- --------- ---------
----------- --------- --------- ---------
</TABLE>
<PAGE>
50
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
6. INVESTMENTS (CONTINUED)
SCHEDULED MATURITIES
The scheduled maturities of fixed income securities available for sale at
December 31, 1994 are as follows:
<TABLE>
<CAPTION>
AMORTIZED COST FAIR VALUE
-------------- -----------
<S> <C> <C>
Due in one year or less.............................................. $ -- $ --
Due after one year through five years................................ 393 399
Due after five years through ten years............................... 21,951 21,174
Due after ten years.................................................. 8,661 8,336
------- -----------
31,005 29,909
Mortgage-backed securities........................................... 20,522 19,898
------- -----------
Total.............................................................. $ 51,527 $ 49,807
------- -----------
------- -----------
</TABLE>
Actual maturities may differ from those scheduled as a result of prepayments by
the issuers.
UNREALIZED NET CAPITAL GAINS AND LOSSES
Unrealized net capital gains and losses on fixed income securities available for
sale included in shareholder's equity at December 31, 1994 are as follows:
<TABLE>
<CAPTION>
AMORTIZED FAIR UNREALIZED NET
COST VALUE GAINS/(LOSSES)
----------- --------- --------------
<S> <C> <C> <C>
Fixed income securities available for sale................ $ 51,527 $ 49,807 $ (1,720)
Deferred income taxes..................................... 602
-------
Total................................................... $ (1,118)
-------
-------
</TABLE>
The change in unrealized net capital gains and losses for fixed income
securities is as follows:
<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Fixed income securities available for sale.................... $ (2,786) $ 1,076 $ (13)
Deferred income taxes......................................... 975 (373) 3
--------- --------- ---
Change in unrealized net capital gains and losses............. $ (1,811) $ 703 $ (10)
--------- --------- ---
--------- --------- ---
</TABLE>
<PAGE>
51
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
6. INVESTMENTS (CONTINUED)
INVESTMENT INCOME
Investment income by investment type is as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Investment income:
Fixed income securities........................................ $ 1,984 $ 729 $ 395
Short-term..................................................... 48 35 13
--------- --------- -----
Investment income, before expense................................ 2,032 764 408
Investment expense............................................... 15 11 3
--------- --------- -----
Investment income, less investment expense....................... $ 2,017 $ 753 $ 405
--------- --------- -----
--------- --------- -----
</TABLE>
REALIZED CAPITAL GAINS AND LOSSES
Gross gains of $83 were realized on sales of fixed income securities, during
1993. No gross gains or losses were realized on such sales during 1994 and 1992.
SECURITIES ON DEPOSIT
At December 31, 1994, fixed income securities with a carrying value of $7,986
were on deposit with regulatory authorities as required by law.
7. STATUTORY FINANCIAL INFORMATION
The accompanying financial statements have been prepared on the basis of
generally accepted accounting principles which vary from statutory accounting
principles prescribed or permitted by regulatory authorities. The following
tables reconcile net income and shareholder's equity as reported herein in
conformity with
<PAGE>
52
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
7. STATUTORY FINANCIAL INFORMATION (CONTINUED)
generally accepted accounting principles with statutory net income and statutory
capital and surplus, determined in accordance with principles prescribed or
permitted by insurance regulatory authorities:
<TABLE>
<CAPTION>
NET INCOME
-------------------------------------
FOR THE FOR THE
YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Balance per generally accepted accounting principles................................. $ 1,294 $ 529 $ 212
Deferred income taxes.............................................................. 29 8 (9)
Fixed income securities............................................................ (53) 27 26
Statutory income from January 1, 1992 to March 31, 1992............................ 123
Non-admitted assets and statutory reserves......................................... 15 (47) 31
--------- --------- -----
Balance per statutory accounting practices........................................... $ 1,285 $ 517 $ 383
--------- --------- -----
--------- --------- -----
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
DECEMBER 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles........................................... $ 52,658 $ 13,175
Deferred income taxes........................................................................ (575) 530
Fixed income securities...................................................................... 1,719 (1,179)
Non-admitted assets and statutory reserves................................................... (1,635) (1,831)
--------- ---------
Balance per statutory accounting practices..................................................... $ 52,167 $ 10,695
--------- ---------
--------- ---------
</TABLE>
PERMITTED STATUTORY ACCOUNTING PRACTICES
Allstate and its life insurance subsidiaries prepare their statutory financial
statements in accordance with accounting principles and practices prescribed or
permitted by the insurance department of the applicable state of domicile.
Prescribed statutory accounting practices include a variety of publications of
the National Association of Insurance Commissioners, as well as state laws,
regulations, and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.
Allstate and its life insurance subsidiaries do not follow any permitted
statutory accounting practices that have a material effect on statutory surplus
or risk-based capital of any company individually or in the aggregate.
DIVIDENDS
The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by insurance companies
<PAGE>
53
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)
7. STATUTORY FINANCIAL INFORMATION (CONTINUED)
without the prior approval of the state insurance regulator is limited to
formula amounts based on net income and capital and surplus, determined in
accordance with statutory accounting principles, as well as the timing and
amount of dividends paid in the preceding twelve months. The maximum amount of
dividends that the Company can distribute during 1995 without prior approval of
both the Illinois and California Departments of Insurance is $5,217.
8. FINANCIAL INSTRUMENTS
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value of all financial
assets other than fixed income securities and all liabilities other than
contractholder funds approximates their carrying value as they are short-term in
nature.
Fair values for fixed income securities are based on quoted market prices. The
December 31, 1994 and 1993 fair values and carrying values of fixed income
securities are discussed in Note 6.
The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the fund balance less surrender charge. The fair value of immediate
annuities and annuities without life contingencies with fixed terms are
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and duration. Contractholder
funds on investment contracts had a carrying value of $696,854 at December 31,
1994 and a fair value of $670,930. The carrying value and fair value at December
31, 1993 were $154,799 and $151,595, respectively.
9. COMMITMENTS AND CONTINGENCIES
The Company has no significant commitments or contingencies at December 31,
1994.
<PAGE>
54
GLENBROOK LIFE AND ANNUITY COMPANY
SCHEDULE IV -- REINSURANCE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force................................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Contract charges...................................................................... $ 409 $ 409 $ --
--------- --------- ---------
--------- --------- ---------
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
--------------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force................................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Life.................................................................................. $ 6 $ 6 $ --
Contract charges...................................................................... 70 70 --
--------- --------- ---------
$ 76 $ 76 $ --
--------- --------- ---------
--------- --------- ---------
<CAPTION>
PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
--------------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force................................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums:
Life.................................................................................. $ 3 $ 3 $ --
--------- --------- ---------
--------- --------- ---------
</TABLE>
<PAGE>
55
GLENBROOK LIFE AND ANNUITY COMPANY
QUARTERLY FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIODS ENDED JUNE 30, 1995
<PAGE>
56
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
JUNE 30,
(UNAUDITED) DECEMBER 31,
1995 1994
------------ ------------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities:
Available for sale, at fair value (amortized cost $52,352 and $51,527)............ $ 55,764 $ 49,807
Short-term........................................................................ 1,922 924
------------ ------------
Total investments............................................................... 57,686 50,731
Reinsurance recoverable from Allstate Life Insurance Company.......................... 1,041,226 696,854
Net receivable from affiliates........................................................ 239 88
Other................................................................................. 2,215 4,007
------------ ------------
Total assets.................................................................... 1,101,366 751,680
------------ ------------
------------ ------------
Liabilities
Contractholder funds.................................................................. $ 1,041,226 $ 696,854
Income taxes payable.................................................................. 2,627 63
Other liabilities and accrued expenses................................................ 218 2,105
------------ ------------
Total liabilities............................................................... 1,044,071 699,022
------------ ------------
Shareholder's equity
Common stock, ($500 par, 42,000 shares authorized, issued and outstanding)............ 2,100 2,100
Additional capital paid-in............................................................ 49,641 49,641
Unrealized net capital gains (losses)................................................. 2,218 (1,118)
Retained income....................................................................... 3,336 2,035
------------ ------------
Total shareholder's equity...................................................... 57,295 52,658
------------ ------------
Total liabilities and shareholder's equity...................................... $ 1,101,366 $ 751,680
------------ ------------
------------ ------------
</TABLE>
See notes to financial statements.
<PAGE>
57
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
(UNAUDITED) (UNAUDITED)
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues
Investment income, less investment expense...................... 1,022 210 2,018 455
--------- --------- --------- ---------
Income before income taxes........................................ 1,022 210 2,018 455
Income tax expense................................................ 363 78 717 167
--------- --------- --------- ---------
Net income........................................................ $ 659 $ 132 $ 1,301 $ 288
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See notes to financial statements.
<PAGE>
58
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, (UNAUDITED)
--------------------
1995 1994
--------- ---------
($ IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................................................... $ 1,301 $ 288
Adjustments to reconcile net income to net cash from operating activities:
Amortization................................................................................ (19) 112
Change in deferred income taxes............................................................. 25 15
Changes in other operating assets and liabilities........................................... 497 (822)
--------- ---------
Net cash from operating activities........................................................ 1,804 (407)
--------- ---------
Cash flows from investing activities:
Fixed income securities available for sale:
Investment collections...................................................................... 685 436
Investment purchases........................................................................ (1,491) (1,531)
Net change in short-term investments.......................................................... (998) 1,203
--------- ---------
Net cash from investing activities.......................................................... (1,804) 108
--------- ---------
Net (decrease) in cash.......................................................................... (0) (299)
Cash at beginning of period..................................................................... 0 299
--------- ---------
Cash at end of period........................................................................... $ (0) $ 0
--------- ---------
--------- ---------
</TABLE>
See notes to financial statements.
<PAGE>
59
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The Statement of Financial Position as of June 30, 1995, the Statements of
Income for the three-month and six-month periods ended June 30, 1995 and 1994,
and the Statements of Cash Flows for the six-month periods then ended are
unaudited. The interim financial statements reflect all adjustments (consisting
only of normal recurring accruals) which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.
The financial statements should be read in conjunction with the financial
statements and notes thereto included in the Glenbrook Life and Annuity Company
1994 Financial Statements. The results of operations for the interim periods
should not be considered indicative of results to be expected for the full year.
2. TRANSACTIONS WITH AFFILIATES
Revenues ceded to Allstate Life Insurance Company consist of contract charges of
$806,254 and $120,219 for the six-month periods ended June 30, 1995 and 1994,
respectively. Benefits and expenses ceded to Allstate Life consist of paid
benefits, credited interest on reinsured contracts and operating expenses. These
benefits and expenses amounted to $29,889,515 and $8,907,705 for the six-month
periods ended June 30, 1995 and 1994, respectively.
<PAGE>
60
STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Additions, Deletions or Substitutions of
Investments.................................... 3
Reinvestment..................................... 3
The Contract..................................... 3
Purchase of Contracts.......................... 3
Performance Data............................... 3
Tax-free Exchanges (1035 Exchanges, Rollovers
and Transfers)................................ 5
Premium Taxes.................................. 5
Tax Reserves................................... 5
Income Payments.................................. 5
Calculation of Annuity Unit Values............. 5
General Matters.................................. 6
Incontestability............................... 6
Settlements.................................... 6
Safekeeping of the Variable Account's Assets... 6
<CAPTION>
PAGE
---------
<S> <C>
Federal Tax Matters.............................. 6
Introduction................................... 6
Taxation of Glenbrook Life and Annuity
Company....................................... 6
Exceptions to the Non-Natural Owner Rule....... 7
Penalty Tax on Premature Distributions......... 7
IRS Required Distribution at Death Rules....... 7
Qualified Plans................................ 8
Types of Qualified Plans....................... 8
Sales Commissions................................ 9
Variable Account Financial Statements............ 9
</TABLE>
<PAGE>
61
ORDER FORM
Please send me a copy of the most recent Statement of Additional Information for
the Glenbrook Life and Annuity Company Variable Annuity Account
<TABLE>
<S> <C> <C>
------------------- --------------------------------------
(Date) (Name)
--------------------------------------
(Street Address)
--------------------------------------
(City) (State) (Zip Code)
</TABLE>
Send to: Glenbrook Life and Annuity Company
Post Office Box 94042
Palatine, Illinois 60094
Attention: VA Customer Service Unit
<PAGE>
APPENDIX A
MARKET VALUE ADJUSTMENT
The Market Value Adjustment is based on the following:
I = the Interest Crediting Rate for that Sub-account
N = the number of whole and partial years from the date we receive the transfer,
withdrawal, or death benefit request, or from the Payout Start Date to the
end of the Sub-account's Guarantee Period; and
J = the current interest crediting rate offered for a Guarantee Period or
length N on the date we determine the Market Value Adjustment.
J will be determined by a linear interpolation between the current interest
rates for the next higher and lower integral years. For purposes of
interpolation, current interest rates for Guarantee Periods not available
under this Contract will be calculated in a manner consistent with those
which are available.
The Market Value Adjustment factor is determined from the following formula:
.9 * (I--J)* N
Any transfer, withdrawal, or death benefit paid from a Sub-account of the
Guaranteed Maturity Amount Fixed Account will be multiplied by the Market Value
Adjustment factor to determine the Market Value Adjustment.
ILLUSTRATION
EXAMPLE OF MARKET VALUE ADJUSTMENT
<TABLE>
<S> <C>
Purchase Payment: $10,000
Guarantee Period: 5 years
Interest Rate: 5.50%
Full Surrender: End of Contract Year 3
</TABLE>
NOTE: This illustration assumes that premium taxes were not applicable.
Example 1: (Assumes declining interest rates)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 * (1.055)3 = $11,742.41
Step 2: Calculate the Withdrawal Charge:
= .05 * (10,000.00) = $500.00
<PAGE>
Step 3: Calculate the Market Value Adjustment:
I= 5.50%
J= 5.00%
N = 730 days = 2
365 days
Market Value Adjustment Factor: .9 * (I--J) * N
= .9 * (.055 - .05) * 730/365 = .009
Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment:
= .009 * 11,742.41 = $105.68
Step 4: Calculate The Amount Received by Customers as a Result of Full
Withdrawal at the end of Contract Year 3:
= 11,742.41 - 500.00 + 105.68 = $11,348.09
Example 2: (Assumes rising interest rates)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 * (1.055)3 = $11,742.41
Step 2: Calculate the Withdrawal Charge:
= .05 * (10,000.00) = $500.00
Step 3: Calculate the Market Value Adjustment:
I= 5.50%
J= 6.00%
N = 730 days = 2
365 days
Market Value Adjustment Factor: .9 * (I--J) * N
= .9 * (.055 - .06) * (730/365) = -.009
Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment
= -.009 * $11,742.41 = -105.68
Step 4: Calculate The Net Surrender Value at End of Contract Year 3:
= 11,742.41 - 500.00 - 105.68 = $11,136.73
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Pursuant to Item 511 of Regulation S-K, the Registrant hereby
represents that the following expenses totalling $19,600 will be incurred or are
anticipated to be incurred in connection with the issuance and distribution of
the securities to be registered: registration fees - $10,944.83 (approximate);
cost of printing and engraving - $7,000; legal fees - $10,000 (approximate);
and accounting fees - $2,000.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of Glenbrook Life and Annuity Company ("Registrant") which
are incorporated herein by reference as Exhibit (3), provide that Registrant
will indemnify its officers and directors for certain damages and expenses that
my be incurred in the performance of their duty to Registrant. No
indemnification is provided, however, when such person is adjudged to be liable
for negligence or misconduct in the performance of his or her duty, unless
indemnification is deemed appropriate by the court upon application.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not applicable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit No. Description
----------- -----------
(1) Underwriting Agreement*
(2) Not Applicable
(3) Articles of Incorporation, By-Laws*
(4) Glenbrook Life and Annuity Flexible Premium Deferred
Variable Annuity Contract and Application**
(5) Opinion of General Counsel re: Legality**
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys
(24) Powers of Attorney
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
(99) Resolution of Board of Directors
Financial Statements
* Previously filed with Form N-4 Registration Statement No. 33-60882 dated
April 9, 1993 by Glenbrook Life and Annuity Company Variable Annuity
Account.
** Previously filed in Registrant's Form S-1 Registration Statement, File
No. 33-91916.
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant, Glenbrook Life and Annuity Company, hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the Pre-Effective Amendment to the requirements of the Securities
Act of 1933, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the
Township of Northfield, State of Illinois on September 14, 1995.
GLENBROOK LIFE AND ANNUITY COMPANY
By: /s/ MICHAEL J. VELOTTA
______________________________
Michael J. Velotta
Vice President, Secretary,
General Counsel and Director
(SEAL)
Attest: /s/ PAUL N. KIERIG
____________________________
Paul N. Kierig
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
**/ LOUIS G. LOWER, II Chief Executive Officer September 14, 1995
------------------------ and Chairman
Louis G. Lower, II (Principal Executive Officer)
**/ MARLA G. FRIEDMAN President, Chief Operating September 14, 1995
------------------------ Officer and Director
Marla G. Friedman
/s/ MICHAEL J. VELOTTA Vice President, Secretary, September 14, 1995
------------------------ General Counsel and Director
Michael J. Velotta
**/ G. CRAIG WHITEHEAD Senior Vice President September 14, 1995
------------------------ Assistant Vice President
G. Craig Whitehead and Director
**/ PETER H. HECKMAN Vice President and Director September 14, 1995
------------------------
Peter H. Heckman
**/ BARRY S. PAUL Assistant Vice President September 14, 1995
------------------------ (Chief Accounting Officer)
Barry S. Paul
**/ By Michael J. Velotta, pursuant to Power of Attorney filed herewith.
<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed herewith:
(1) Underwriting Agreement*
(2) Not Applicable
(3) Articles of Incorporation*
By-Laws*
(4) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract and Application**
(5) Opinion of General Counsel re: Legality**
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(22) Not Applicable
(23)(a) Consent of Independent Certified Public Accountants
(23)(b) Consent of Attorneys
(24) Powers of Attorney
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
(99) Resolution of Board of Directors
* Previously filed with Form N-4 Registration Statement No. 33-60882 dated
April 9, 1993.
** Previously filed in Form N-4 Registration Statement, File
No. 33-91916.
<PAGE>
EXHIBIT NO. 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No. 33-91916 on Form S-1, of our report dated April 1, 1995
accompanying the financial statements of Glenbrook Life and Annuity Company
contained in the Prospectus which is part of such Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.
Chicago, Illinois
September 15, 1995
<PAGE>
EXHIBIT NO. 23(b)
CONSENT OF ATTORNEYS
<PAGE>
[ROUTIER, MACKEY AND JOHNSON, P.C. LETTERHEAD]
September 14, 1995
CONSENT OF COUNSEL
We hereby consent to the reference to this firm under the caption "Legal
Matters" in the prospectus forming part of Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1 of Glenbrook Life and Annuity Company
(File No. 33-91916), to be filed with the Securities and Exchange Commission
on or about September 15, 1995.
Routier, Mackey and Johnson, P.C.
By: /s/ GREGOR B. MCCURDY
------------------------------------
Gregor B. McCurdy
<PAGE>
EXHIBIT NO. 24
POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
MARKET VALUE ADJUSTED ANNUITY CONTRACT
Know all men by these presents that Louis G. Lower, II, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and his in any and all
capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Market Value Adjusted
Annuity Contract and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
July 18, 1995
---------------------------------------
Date
/s/ LOUIS G. LOWER, II
---------------------------------------
Louis G. Lower, II
Chairman of the Board, CEO
and Director
Glenbrook Life and Annuity Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Maria G. Friedman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, her attorneys-in-fact, with power of substitution,
and her in any and all capacities, to sign any Form N-4 registration
statements and amendments thereto for the Glenbrook Life and Annuity Company
Variable Annuity Account Contract and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or her substitute or substitutes, may do or cause to be
done by virtue hereof.
July 31, 1995
---------------------------------------
Date
/s/ MARLA G. FRIEDMAN
---------------------------------------
Marla G. Friedman
President, COO and Director
Glenbrook Life and Annuity Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
MARKET VALUE ADJUSTED ANNUITY CONTRACT
Know all men by these presents that Michael J. Velotta, whose signature
appears below, constitutes and appoints Louis G. Lower, II, his
attorney-in-fact, with power of substitution, and his in any and all
capacities, to sign any Form S-1 registration statements and amendments
thereto for the Glenbrook Life and Annuity Company Market Value Adjusted
Annuity Contract and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
July 13, 1995
---------------------------------------
Date
/s/ MICHAEL J. VELOTTA
---------------------------------------
Michael J. Velotta
Vice President, Secretary
and General Counsel and Director
Glenbrook Life and Annuity Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
MARKET VALUE ADJUSTED ANNUITY CONTRACT
Know all men by these presents that G. Craig Whitehead, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and his in any and all capacities, to sign any Form S-1 registration
statements and amendments thereto for the Glenbrook Life and Annuity Company
Market Value Adjusted Annuity Contract and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
August 18, 1995
---------------------------------------
Date
/s/ G. CRAIG WHITEHEAD
---------------------------------------
G. Craig Whitehead
Senior Vice President, Assistant Vice President
and Director
Glenbrook Life and Annuity Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
MARKET VALUE ADJUSTED ANNUITY CONTRACT
Know all men by these presents that Peter H. Heckman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and him in any and all capacities, to sign any Form S-1 registration
statements and amendments thereto for the Glenbrook Life and Annuity Company
Market Value Adjusted Annuity Contract and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
July 17, 1995
---------------------------------------
Date
/s/ PETER H. HECKMAN
---------------------------------------
Peter H. Heckman
Vice President, Director
Glenbrook Life and Annuity Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
MARKET VALUE ADJUSTED ANNUITY CONTRACT
Know all men by these presents that Barry S. Paul, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and his in any and all capacities, to sign any Form S-1 registration
statements and amendments thereto for the Glenbrook Life and Annuity Company
Market Value Adjusted Annuity Contract and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
July 20, 1995
---------------------------------------
Date
/s/ BARRY S. PAUL
---------------------------------------
Barry S. Paul
Assistant Vice President and Controller
Glenbrook Life and Annuity Company
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from
Glenbrook Life and Annuity Company's Statements of Financial Position,
Statements of Income, Statements of Cash Flows and Notes to Financial
Statements for the period ended June 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<DEBT-HELD-FOR-SALE> 55,764
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 57,686
<CASH> 0
<RECOVER-REINSURE> 1,041,236
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 1,101,366
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 1,041,228
<NOTES-PAYABLE> 0
<COMMON> 2,100
0
0
<OTHER-SE> 55,195
<TOTAL-LIABILITY-AND-EQUITY> 1,101,366
0
<INVESTMENT-INCOME> 2,018
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 2,018
<INCOME-TAX> 717
<INCOME-CONTINUING> 1,301
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,301
<EPS-PRIMARY> 30.98
<EPS-DILUTED> 30.81
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<PAGE>
EXHIBIT NO. 99
RESOLUTION OF BOARD OF DIRECTORS
PASSED SEPTEMBER 6, 1995
<PAGE>
STI Classic Variable Annuity Contracts with Market Value Adjusted Fixed
Account (GLAC)
RESOLVED, That, pursuant to the Corporation's plan to issue
the STI Classic Variable Annuity Contracts with a market value adjusted
fixed account ("Contracts"), the appropriate officers, with such
assistance from the Corporation's auditors, legal counsel and
independent consultants or others as they may require, be, and hereby
are, authorized and directed to take all action necessary to: (a)
register the Contracts on a continuous basis and in such amounts as the
officers of the Corporation shall from time to time deem appropriate
under the Securities Act of 1933; and (b) take all other actions which
are necessary in connection with the offering of said Contracts for
sale in order to comply with the Securities Exchange Act of 1934, the
Securities Act of 1933, and other applicable federal laws, including
the filing of any amendments to registration statements, any
undertakings or other requirements of applicable federal laws, as the
officers of the Corporation shall deem necessary or appropriate.
FURTHER, RESOLVED, That the Vice President, Secretary and
General Counsel, and the Vice President of the Corporation, and either
of them with full power to act without the other, hereby are severally
authorized and empowered to prepare, execute and cause to be filed with
the Securities and Exchange Commission on behalf of the Corporation as
issuer of the Contracts, a Registration Statement under the Securities
Act of 1933 registering the Contracts, and any and all amendments to
the foregoing on behalf of the Corporation and on behalf of and as
attorneys for the principal executive officer and/or the principal
financial officer and/or the principal accounting officer and/or any
other officer of the Corporation.
FURTHER, RESOLVED, That the Vice President, Secretary, and
General Counsel is hereby appointed as agent for service of process
under any such registration statement and any and all amendments
thereof, and is duly authorized to receive communications and notices
from the Securities and Exchange Commission under the Securities Act of
1933.
FURTHER, RESOLVED, That the appropriate officers of the
Corporation be and they hereby are, authorized on behalf of the
Corporation to take any and all action that they may deem necessary or
advisable in order to sell the Contracts, including any registrations,
filings and qualifications of the Corporation, its officers, agents and
employees, and the Contracts under the insurance and securities laws of
any states of the United States of America or other jurisdictions, and
in connection therewith to prepare execute, deliver and file all such
applications, reports, covenants, resolutions, applications for
exemptions,
<PAGE>
consents to service of process and other papers and instruments as
may be required under such laws, and to take any and all further action
which said officers deem necessary or desirable (including entering
into whatever agreements and contracts may be necessary) in order to
maintain such registrations or qualifications for as long as said
officers or counsel deem them to be in the best interest of the
Corporation.
FURTHER RESOLVED, That the appropriate officers of the
Corporation, and each of them, are hereby authorized to execute and
deliver all such documents and papers and do or cause to be done all
such acts and things as they may deem necessary and desirable to carry
out the foregoing resolutions and the intent and purposes thereof.
