AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2000
- --------------------------------------------------------------------------------
FILE NO. 033-62193
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLENROOK LIFE AND ANNUITY COMPANY
(Exact Name of Registrant)
ARIZONA 35-1113325
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
847-402-2400
(Address and Phone Number of Principal Executive Office)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847-402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
RICHARD T. CHOI, ESQUIRE TERRY R. YOUNG, ESQUIRE
FREEDMAN, LEVY, KROLL & SIMONDS ALFS, INC.
1050 CONNECTICUT AVENUE, N.W. 3100 SANDERS ROAD
SUITE 825 NORTHBROOK, IL 60062
WASHINGTON, D.C. 20036-5366
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
<PAGE>
THE AIM LIFETIME PLUS(sm) VARIABLE ANNUITY
Glenbrook Life and Annuity Company Prospectus dated May 1, 2000
P.O. Box 94039, Palatine, IL 60094-4039
Telephone Number: 1-800-776-6978
Glenbrook Life and Annuity Company ("Glenbrook") is offering the AIM Lifetime
Plus(sm) Variable Annuity, an individual and group flexible premium deferred
variable annuity contract ("Contract"). This prospectus contains information
about the Contract that you should know before investing. Please keep it for
future reference.
The Contract currently offers 18 investment alternatives ("investment
alternatives"). The Investment Alternatives include a fixed account option
("Fixed Account") and 17 variable sub-accounts ("Variable Sub-Accounts") of the
Glenbrook Life and Annuity Company Separate Account A ("Variable Account"). Each
Variable Sub-Account invests exclusively in shares of one of the following funds
("Funds") of AIM Variable Insurance Funds:
<TABLE>
<S> <C> <C>
AIM V.I. Aggressive Growth Fund AIM V.I. Government Securities Fund
AIM V.I. Balanced Fund AIM V.I. Growth Fund
AIM V.I. Blue Chip Fund AIM V.I. Growth and Income Fund
AIM V.I. Capital Appreciation Fund AIM V.I. High Yield Fund
AIM V.I. Capital Development Fund AIM V.I. International Equity Fund
AIM V.I. Dent Demographic Trends Fund AIM V.I. Money Market Fund
AIM V.I. Diversified Income Fund AIM V.I. Telecommunications and
AIM V.I. Global Growth and Income Fund Technology Fund*
AIM V.I. Global Utilities Fund AIM V.I. Value Fund
</TABLE>
*Effective May 1, 2000, the Fund changed its name from AIM V.I.
Telecommunications Fund to AIM V.I. Telecommunications and Technology Fund to
reflect changes in its investment policies. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Fund.
We (Glenbrook) have filed a Statement of Additional Information, dated May 1,
2000, with the Securities and Exchange Commission ("SEC"). It contains more
information about the Contract and is incorporated herein by reference, which
means it is legally a part of this prospectus. Its table of contents appears on
page C-1 of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.
The Securities and Exchange Commission has not approved or
disapproved the securities described in this prospectus,
nor has it passed on the accuracy or the adequacy of this
prospectus. Anyone who tells you otherwise is committing a
federal crime.
IMPORTANT
NOTICES The Contracts may be distributed through broker-dealers
that have relationships with banks or other financial
institutions or by employees of such banks. However, the
Contracts are not deposits, or obligations of, or
guaranteed by such institutions or any federal regulatory
agency. Investment in the Contracts involves investment
risks, including possible loss of principal.
The Contracts are not FDIC insured.
<PAGE>
TABLE OF CONTENTS
Page
Important Terms..........................
Overview The Contract At A Glance.................
How the Contract Works...................
Expense Table............................
Financial Information....................
The Contract.............................
Purchases................................
Contract Value...........................
Investment Alternatives..................
The Variable Sub-Accounts.....
The Fixed Account.............
Transfers.....................
Contract Expenses.................................
Features Access To Your Money.....................
Income Payments..........................
Death Benefits...........................
More Information:........................
Glenbrook.....................
The Variable Account..........
The Funds.....................
Other The Contract..................
Information Qualified Plans...............
Legal Matters.................
Year 2000.....................
Taxes....................................
Annual Reports and Other Documents.......
Performance Information..................
Experts..................................
Appendix A-Accumulation Unit Values...... A-1
Appendix B-Market Value Adjustment....... B-1
Statement of Additional Information Table of Contents.. C-1
<PAGE>
IMPORTANT TERMS
This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.
Page
Accumulation Phase..............................................
Accumulation Unit...............................................
Accumulation Unit Value.........................................
Anniversary Value...............................................
Annuitant.......................................................
Automatic Fund Rebalancing Program..............................
Automatic Additions Program.....................................
Beneficiary.....................................................
Cancellation Period.............................................
*Contract.......................................................
Contract Anniversary............................................
Contract Owner ("You")..........................................
Contract Value..................................................
Contract Year......... ........................................
Death Benefit Anniversary.......................................
Dollar Cost Averaging Program...................................
Due Proof of Death..............................................
Enhanced Death Benefit Options..................................
Fixed Account...................................................
Free Withdrawal Amount..........................................
Funds...........................................................
Glenbrook ("We")................................................
Guarantee Periods...............................................
Income Plan.....................................................
Investment Alternatives.........................................
Issue Date......................................................
Market Value Adjustment.........................................
Payout Phase....................................................
Payout Start Date...............................................
Qualified Contracts.............................................
Right to Cancel.................................................
SEC.............................................................
Settlement Value................................................
Systematic Withdrawal Program...................................
Treasury Rate...................................................
Valuation Date..................................................
Variable Account................................................
Variable Sub-Account............................................
* If you purchase a group Contract, we will issue you a certificate that
represents your ownership and that summarizes the provisions of the
group Contract. References to "Contract" in the prospectus include
certificates, unless the context requires otherwise. In certain states
the Contract is available only as a group contract.
<PAGE>
THE CONTRACT AT A GLANCE
The following is a snapshot of the Contract. Please read the remainder of this
prospectus for more information.
Flexible Payments You can purchase a Contract with as little
as $5,000 ($2,000 for "Qualified
Contracts," which are Contracts issued with
qualified plans). You can add to your Contract as
often and as much as you like, but each payment
must be at least $500 ($100 for automatic
purchase payments to the variable investment
options). You must maintain a minimum account
size of $1,000.
Right to Cancel You may cancel your Contract within 20 days of
receipt or any longer period as your state
may require ("Cancellation Period"). Upon
cancellation, we will return your purchase
payments adjusted, to the extent federal or state
law permits, to reflect the investment experience
of any amounts allocated to the Variable Account.
Expenses You will bear the following expenses:
o Total Variable Account annual fees equal
to 1.45% of average daily net assets
o Annual contract maintenance charge of $35
(with certain exceptions)
o Withdrawal charges ranging from 0% to
6% of payments withdrawn (with certain
exceptions)
o Transfer fee of $10 after 12th transfer
in any Contract Year(fee currently waived)
o State premium tax (if your state imposes one)
In addition, each Fund pays expenses that you
will bear indirectly if you invest in a Variable
Sub-Account.
Investment
Alternatives The Contract offers 18 investment alternatives
including:
o The Fixed Account (which credits interest
at rates we guarantee), and
o 17 Variable Sub-Accounts investing in Funds
offering professional
o money nagement by A I M Advisors, Inc.
To find out current rates being paid on the Fixed
Account, or to find out how the Variable
Sub-Accounts have performed, please call us at
1-800-776-6978.
<PAGE>
Special Services For your convenience, we offer these special
services:
o Automatic Fund Rebalancing Program
o Automatic Additions Program
o Dollar Cost Averaging Program
o Systematic Withdrawal Program
Income Payments You can choose fixed income payments,
variable income payments, or a combination of the
two. You can receive your income payments in one
of the following ways:
o life income with guaranteed payments
o a joint and survivor life income with
guaranteed
o payments
o guaranteed payments for a specified period
(5 to 30 years)
Death Benefits If you die before the Payout Start Date, we will
pay the death benefit described in the
Contract. We also offer 2 Enhanced Death Benefit
Options.
Transfers Before the Payout Start Date, you may transfer
your Contract value ("Contract Value") among the
investment alternatives, with certain
restrictions. Transfers to the Fixed Account must
be at least $500.
We do not currently impose a fee upon transfers.
However, we reserve the right to charge $10 per
transfer after the 12th transfer in each
"Contract Year," which we measure from the date
we issue your Contract or a Contract anniversary
("Contract Anniversary").
Withdrawals You may withdraw some or all of your Contract
Value at any time during the Accumulation Phase.
In general, you must withdraw at least $50 at a
time. A 10% federal tax penalty may apply if you
withdraw before you are 59 1/2 years old. A
withdrawal charge and Market Value Adjustment
also may apply. Full or partial withdrawals are
available under limited circumstances on or after
the Payout Start Date.
<PAGE>
HOW THE CONTRACT WORKS
The Contract basically works in two ways.
First, the Contract can help you (we assume you are the Contract owner) save for
retirement because you can invest in up to 18 Investment Alternatives and pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "Accumulation Phase" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "Issue Date")
and continues until the Payout Start Date, which is the date we apply your money
to provide income payments. During the Accumulation Phase, you may allocate your
purchase payments to any combination of the Variable Sub-Accounts and/or the
Fixed Account. If you invest in the Fixed Account, you will earn a fixed rate of
interest that we declare periodically. If you invest in any of the Variable
Sub-Accounts, your investment return will vary up or down depending on the
performance of the corresponding Funds.
Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "Income Plans")
described on page __. You receive income payments during what we call the
"Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.
The timeline below illustrates how you might use your Contract.
<TABLE>
<S> <C> <C> <C> <C>
Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------
You save for retirement
You buy You elect to receive You can Or you can
a Contract income payments or receive receive
receive a lump sum income income
payment payments payments for
for a set life
period
</TABLE>
As the Contract owner you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract owner or, if none, the
Beneficiary will exercise the rights and privileges provided by the Contract.
See "The Contract." In addition, if you die before the Payout Start Date, we
will pay a death benefit to any surviving Contract owner, or, if there is none,
your Beneficiary. See "Death Benefits."
Please call us at 1-800-776-6978 if you have any questions about how the
Contract works.
<PAGE>
EXPENSE TABLE
The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes that may be imposed by the state where you reside. For more
information about Variable Account expenses, see "Expenses," below. For more
information about Fund expenses, please refer to the accompanying prospectus for
the Funds.
CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments)*
Number of Complete Years Since We Received the Purchase
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Payment Being Withdrawn: 0 1 2 3 4 5 6 7+
Applicable Charge: 6% 6% 5% 5% 4% 4% 3% 0%
Annual Contract Maintenance Charge..............................................$35.00**
Transfer Fee....................................................................$10.00***
</TABLE>
* Each Contract Year, you may withdraw up to 10% of your
aggregate purchase payments without incurring a withdrawal charge
or a Market Value Adjustment.
** We will waive this charge in certain cases. See "Expenses."
***Applies solely to the thirteenth and subsequent transfers
within a Contract Year. We are currently waiving the transfer
fee.
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average daily net asset value deducted from each Variable
Sub-Account)
Mortality and Expense Risk Charge......................................1.35%
Administrative Expense Charge..........................................0.10%
Total Variable Account Annual Expenses.................................1.45%
<PAGE>
FUND ANNUAL EXPENSES (After Voluntary Reductions and Reimbursements) (as a
percentage of Fund average daily net assets)(1)
<TABLE>
<S> <C> <C> <C> <C>
Total Annual
Management Other Fund
Fund Fee Expenses Expenses
- ------- --------- --------- -------------
AIM V.I. Aggressive Growth Fund (2) 0.00% 1.19% 1.19%
AIM V.I. Balanced Fund (2) 0.65% 0.56% 1.21%
AIM V.I. Blue Chip Fund 0.75% 0.55% 1.30%
AIM V.I. Capital Appreciation Fund 0.62% 0.11% 0.73%
AIM V.I. Capital Development Fund (2) 0.00% 1.23% 1.23%
AIM V.I. Dent Demographic Trends Fund 0.85% 0.55% 1.40%
AIM V.I. Diversified Income Fund 0.60% 0.23% 0.83%
AIM V.I. Global Growth and Income Fund(2) 0.97% 0.37% 1.34%
AIM V.I. Global Utilities Fund 0.65% 0.49% 1.14%
AIM V.I. Government Securities Fund 0.50% 0.40% 0.90%
AIM V.I. Growth Fund 0.63% 0.10% 0.73%
AIM V.I. Growth and Income Fund 0.61% 0.16% 0.77%
AIM V.I. High Yield Fund(2) 0.35% 0.79% 1.14%
AIM V.I. International Equity Fund 0.75% 0.22% 0.97%
AIM V.I. Money Market Fund 0.40% 0.20% 0.60%
AIM V.I. Telecommunications and Technology Fund 1.00% 0.27% 1.27%
AIM V.I. Value Fund 0.61% 0.15% 0.76%
</TABLE>
(1) Figures shown in the table are for the year ended December 31, 1999, except
for the AIM V.I. Blue Chip, Dent Demographic Trends, Global Growth and
Income, and Telecommunications and Technology Funds which commenced
operations on December 29, 1999, December 29, 1999, October 15, 1999 and
October 15, 1999 respectively. For these Funds, the management fee, other
expenses and total annual fund operating expenses are based on estimates
for the Funds' first full fiscal year.
(2) Absent voluntary reductions and reimbursements for certain Funds,
management fees, other expenses, and total annual fund expenses expressed
as a percentage of average net assets of the Funds would have been as
follows:
<TABLE>
<CAPTION>
Management Other Total Annual
Fund Fee Expenses Fund Expenses
<S> <C> <C> <C>
AIM V.I. Aggressive Growth Fund 0.80% 1.62% 2.42%
AIM V.I. Balanced Fund 0.75% 0.56% 1.31%
AIM V.I. Capital Development Fund 0.75% 2.67% 3.42%
AIM V.I. Global Growth and Income Fund 1.00% 0.37% 1.37%
AIM V.I. High Yield Fund 0.63% 0.79% 1.42%
</TABLE>
<PAGE>
EXAMPLE 1
The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:
o invested $1,000 in a Variable Sub-Account,
o earned a 5% annual return on your investment, and
o surrendered your Contract, or you began receiving income payments for
a specified period of less than 120 months, at the end of each time
period.
The example does not include any taxes or tax penalties you may be required to
pay if you surrender your Contract.
<TABLE>
<S> <C> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ------ ------- ------- --------
AIM V.I. Aggressive Growth $94 $167 $241 $421
AIM V.I. Balanced $83 $133 $187 $317
AIM V.I. Blue Chip $83 $133 $186 $316
AIM V.I. Capital Appreciation $77 $116 $157 $259
AIM V.I. Capital Development $105 $196 $288 $504
AIM V.I. Dent Demographic Trends $84 $136 $191 $326
AIM V.I. Diversified Income $78 $119 $162 $269
AIM V.I. Global Growth and Income $84 $138 $194 $331
AIM V.I. Global Utilities $81 $128 $178 $301
AIM V.I. Government Securities $79 $121 $166 $276
AIM V.I. Growth $77 $116 $157 $259
AIM V.I. Growth and Income $77 $117 $159 $263
AIM V.I. High Yield $84 $137 $192 $328
AIM V.I. International Equity $79 $123 $169 $283
AIM V.I. Money Market $76 $112 $150 $245
AIM V.I. Telecommunications and Technology $84 $137 $193 $330
AIM V.I. Value $77 $117 $158 $262
</TABLE>
EXAMPLE 2
Same assumptions as Example 1 above, except that you decided not to surrender
your Contract, or you began receiving income payments (for at least 120 months
if under an Income Plan with a specified period), at the end of each period.
<TABLE>
<S> <C> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ------ ------- ------- --------
AIM V.I. Aggressive Growth $40 $122 $205 $421
AIM V.I. Balanced $29 $88 $151 $317
AIM V.I. Blue Chip $29 $88 $150 $316
AIM V.I. Capital Appreciation $23 $71 $121 $259
AIM V.I. Capital Development $51 $151 $252 $504
AIM V.I. Dent Demographic Trends $30 $91 $155 $326
AIM V.I. Diversified Income $24 $74 $126 $269
AIM V.I. Global Growth and Income $30 $93 $158 $331
AIM V.I. Global Utilities $27 $83 $142 $301
AIM V.I. Government Securities $25 $76 $130 $276
AIM V.I. Growth $23 $71 $121 $259
AIM V.I. Growth and Income $23 $71 $121 $259
AIM V.I. High Yield $30 $92 $156 $328
AIM V.I. International Equity $25 $78 $133 $283
AIM V.I. Money Market $22 $67 $114 $245
AIM V.I. Telecommunications and Technology $30 $92 $157 $330
AIM V.I. Value $23 $72 $122 $262
</TABLE>
Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lower or greater than those
shown above. Similarly, your rate of return may be lower or greater than 5%,
which is not guaranteed. To reflect the contract maintenance charge in the
examples, we estimated an equivalent percentage charge, based on an assumed
average Contract size of $57,476.
<PAGE>
FINANCIAL INFORMATION
To measure the value of your investment in the Variable Sub-Accounts during the
Accumulation Phase, we use a unit of measure we call the "Accumulation Unit."
Each Variable Sub-Account has a separate value for its Accumulation Units we
call "Accumulation Unit Value." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.
Attached as Appendix A to this prospectus are tables showing the Accumulation
Unit Values of each Variable Sub-Account since its inception. To obtain a fuller
picture of each Variable Sub-Account's finances, please refer to the Variable
Account's financial statements contained in the Statement of Additional
Information. The financial statements of Glenbrook also appear in the Statement
of Additional Information.
<PAGE>
THE CONTRACT
CONTRACT OWNER
The AIM Lifetime Plus(sm) Variable Annuity is a contract between you, the
Contract owner, and Glenbrook, a life insurance company. As the Contract owner,
you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):
o the Investment Alternatives during the Accumulation and Payout Phases,
o the amount and timing of your purchase payments and withdrawals,
o the programs you want to use to invest or withdraw money,
o the income payment plan you want to use to receive retirement income,
o the Annuitant (either yourself or someone else) on whose life the
income payments will be based,
o the Beneficiary or Beneficiaries who will receive the benefits that
the Contract provides when the last surviving Contract owner dies and
o any other rights that the Contract provides.
If you die, any surviving Contract owner, or, if none, the Beneficiary, may
exercise the rights and privileges provided by the Contract.
The Contract cannot be jointly owned by both a non-natural person and a natural
person.
You can use the Contract with or without a qualified plan. A qualified plan is a
personal retirement savings plan, such as an IRA or tax-sheltered annuity, that
meets the requirements of the Internal Revenue Code. Qualified plans may limit
or modify your rights and privileges under the Contract. We use the term
"Qualified Contract" to refer to a Contract issued with a qualified plan. See
"Qualified Plans" on page 33.
ANNUITANT
The Annuitant is the individual whose age determines the latest Payout Start
Date and whose life determines the amount and duration of income payments (other
than under Income Plans with guaranteed payments for a specified period). You
initially designate an Annuitant in your application. If the Contract owner is a
natural person, you may change the Annuitant prior to the Payout Start Date. In
our discretion , we may permit you to designate a joint Annuitant, who is a
second person on whose life income payments depend, on or after the Payout Start
Date.
If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:
o the youngest Contract owner, otherwise
o the youngest Beneficiary.
BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner if the sole surviving Contract owner dies before
the Payout Start Date. If the sole surviving Contract owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.
You may name one or more Beneficiaries when you apply for a Contract. You may
change or add Beneficiaries at any time by writing to us, unless you have
designated an irrevocable Beneficiary. We will provide a change of Beneficiary
form to be signed and filed with us. Any change will be effective at the time
you sign the written notice, whether or not the Annuitant is living when we
receive the notice. Until we receive your written notice to change a
Beneficiary, we are entitled to rely on the most recent Beneficiary information
in our files. We will not be liable as to any payment or settlement made prior
to receiving the
<PAGE>
written notice. Accordingly, if you wish to change your
Beneficiary, you should deliver your written notice to us promptly.
If you did not name a Beneficiary or if the named Beneficiary is no longer
living and there are no other surviving Beneficiaries, the new Beneficiary will
be:
o your spouse or, if he or she is no longer alive,
o your surviving children equally, or if you have no surviving children,
o your estate.
If more than one Beneficiary survives you (or the Annuitant if the Contract
owner is not a natural person), we will divide the death benefit among your
Beneficiaries according to your most recent written instructions. If you have
not given us written instructions, we will pay the death benefit in equal
amounts to the surviving Beneficiaries.
MODIFICATION OF THE CONTRACT
Only a Glenbrook officer may approve a change in or waive any provision of the
Contract. Any change or waiver must be in writing. None of our agents have the
authority to change or waive the provisions of the Contract. We may not change
the terms of the Contract without your consent except to conform the Contract to
applicable law or changes in the law. If a provision of the Contract is
inconsistent with state law, we will follow state law.
ASSIGNMENT
We will not honor an assignment of an interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of retirement plans and the terms of such plans may
themselves contain restrictions on assignments. An assignment may also result in
taxes or tax penalties. You should consult with an attorney before trying to
assign your Contract.
<PAGE>
PURCHASES
MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $5,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $500 or more. You may make
purchase payments of at least $500 at any time prior to the Payout Start Date.
We reserve the right to limit the maximum amount of purchase payments we will
accept. We also reserve the right to reject any application.
MINIMUM AND MAXIMUM ALLOWABLE AGE
You can purchase a Contract if you are between your states' age of majority and
90. If the owner is a non-natural person, then the Annuitant must be between the
ages of 0 and 90.
AUTOMATIC ADDITIONS PROGRAM
You may make additional purchase payments of at least $100 ($500 for allocation
to the Fixed Account) by automatically transferring amounts from your bank
account. Consult your sales representative for more detailed information.
ALLOCATION OF PURCHASE PAYMENTS
At the time you apply for a Contract, you must decide how to allocate your
purchase payments among the Investment Alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percents that total 100% or in whole dollars. You can change your
allocations by notifying us in writing. We reserve the right to limit the
availability of the Investment Alternatives.
We will allocate your additional purchase payments to the investment
alternatives according to your most recent instructions on file with us. Unless
you notify us in writing otherwise, we will allocate subsequent purchase
payments according to the allocation for the previous purchase payment. We will
effect any change in allocation instructions at the time we receive written
notice of the change in good order.
We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our headquarters. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit additional purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
headquarters.
We use the term "business day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days as
"Valuation Dates." Our business day closes when the New York Stock Exchange
closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your
purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit
your purchase payment using the Accumulation Unit Values computed on the next
Valuation Date.
RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 20-day period after you receive the Contract or such longer
period as your state may require. You may return it by delivering it or mailing
it to us. If you exercise this "Right to Cancel," the Contract terminates and we
will pay you the full amount of your purchase payments allocated to the Fixed
Account. We also will return your purchase payments allocated to the Variable
Account after an adjustment, to the extent federal or state law permits, to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation. Some states may require us to return a greater
amount to you.
<PAGE>
CONTRACT VALUE
On the Issue Date, your Contract Value is equal to your initial purchase
payment. Thereafter, your Contract Value at any time during the Accumulation
Phase is equal to the sum of the value of your Accumulation Units in the
Variable Sub-Accounts you have selected, plus the value of your interest in the
Fixed Account.
ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-Account to
credit to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation
Unit Value of that Variable Sub-Account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-Account when the Accumulation Unit Value for the
Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-Account to your Contract.
ACCUMULATION UNIT VALUE
As a general matter, the Accumulation Unit Value for each Variable Sub-Account
will rise or fall to reflect:
o changes in the share price of the Fund in which the Variable
Sub-Account invests, and
o the deduction of amounts reflecting the mortality and expense
risk charge, administrative expense charge, and any provision for
taxes that have accrued since we last calculated the Accumulation
Unit Value.
We determine contract maintenance charges, withdrawal charges, and transfer fees
(currently waived) separately for each Contract. They do not affect the
Accumulation Unit Value. Instead, we obtain payment of those charges and fees by
redeeming Accumulation Units. For details on how we compute Accumulation Unit
Value, please refer to the Statement of Additional Information.
We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date.
You should refer to the prospectus for the Funds that accompanies this
prospectus for a description of how the assets of each Fund are valued, since
that determination directly bears on the Accumulation Unit Value of the
corresponding Variable Sub-Account and, therefore, your Contract Value.
<PAGE>
INVESTMENT ALTERNATIVES: The Variable Sub-Accounts
You may allocate your purchase payments to up to 17 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.
For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the prospectus for the Funds before allocating
amounts to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the
investment advisor to each Fund.
<TABLE>
<S> <C> <C>
Fund: Each Fund Seeks*:
AIM V.I. Aggressive Growth Fund** Long-term growth of capital
AIM V.I. Balanced Fund As high a total return as possible,
consistent with preservation of capital
AIM V.I. Blue Chip Fund Long-term growth of capital with
secondary objective of current income
AIM V.I. Capital Appreciation Fund Growth of capital
AIM V.I. Capital Development Fund Long-term growth of capital
AIM V.I. Dent Demographic Trends Fund Long-term growth of capital.
AIM V.I. Diversified Income Fund High level of current income
AIM V.I. Global Growth and Income Fund Long-term growth of capital together
with current income
AIM V.I. Global Utilities Fund High level of current income and a
secondary objective of growth of capital
AIM V.I. Government Securities Fund High level of current income consistent
with reasonable concern for safety of
principal
AIM V.I. Growth Fund Growth of capital
AIM V.I. Growth and Income Fund Growth of capital with a secondary
objective of current income
AIM V.I. High Yield Fund High level of current income
AIM V.I. International Equity Fund Long-term growth of capital
AIM V.I. Money Market Fund As high a level of current income as is
consistent with the preservation of
capital and liquidity
AIM V.I. Telecommunications and Technology Fund Long-term growth of capital
AIM V.I. Value Fund Long-term growth of capital
</TABLE>
* A funds investment objective may be changed by the Funds Board of
Trustees without shareholders approval.
** Due to the sometime limited availability of common stocks of
small-cap companies that meet the investment criteria for AIM V.I.
Aggressive Growth Fund, the Fund may periodically suspend or limit the
offering of its shares. The Fund may be closed to new participants
when Fund assets reach $200 million. If the Fund is closed,
Contract owners maintaining an allocation of Contract Value in that Fund
will nevertheless be permitted to allocate additional purchase payments
to the Fund.
Amounts you allocate to Variable Sub-Accounts may grow in value, decline in
value, or grow less than you expect, depending on the investment performance of
the Funds in which those Variable Sub-Accounts invest. You bear the investment
risk that the Funds might not meet their investment objectives. Shares of the
Funds are not deposits, or obligations of, or guaranteed or endorsed by any bank
and are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.
<PAGE>
INVESTMENT ALTERNATIVES : The Fixed Account
You may allocate all or a portion of your purchase payments to the Fixed
Account. The Fixed Account may not be available in all states. Please consult
with your sales representative for current information. The Fixed Account
supports our insurance and annuity obligations. The Fixed Account consists of
our general assets other than those in segregated asset accounts. We have sole
discretion to invest the assets of the Fixed Account, subject to applicable law.
Any money you allocate to the Fixed Account does not entitle you to share in the
investment experience of the Fixed Account.
GUARANTEE PERIODS
Each payment or transfer allocated to the Fixed Account earns interest at a
specified rate that we guarantee for a period of years we call a Guarantee
Period. Guarantee Periods may range from 1 to 10 years. We are currently
offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future
we may offer Guarantee Periods of different lengths or stop offering some
Guarantee Periods. You select the Guarantee Period for each amount that you
allocate to the Fixed Account. If you do not select a Guarantee Period for a
purchase payment or transfer, we will assign the same period(s) as used for the
most recent purchase payment.
Each payment or transfer allocated to any one Guarantee Period must be at least
$500. We reserve the right to limit the number of additional purchase payments
that you may allocate to any one Guarantee Period.
INTEREST RATES
We will tell you what interest rates and Guarantee Periods we are offering at a
particular time. We may declare different interest rates for Guarantee Periods
of the same length that begin at different times. We will not change the
interest rate that we credit to a particular allocation until the end of the
relevant Guarantee Period.
We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, sales commissions and administrative expenses,
general economic trends, and competitive factors. We determine the interest
rates to be declared in our sole discretion. We can neither predict nor
guarantee what those rates will be in the future. For current interest rate
information, please contact your sales representative or Glenbrook at
1-800-776-6978.
The interest rate will never be less than the minimum guaranteed rate stated in
the Contract.
HOW WE CREDIT INTEREST
We will credit interest daily to each amount allocated to a Guarantee Period at
a rate that compounds to the annual interest rate that we declared at the
beginning of the applicable Guarantee Period. The following example illustrates
how a purchase payment allocated to the Fixed Account would grow, given an
assumed Guarantee Period and annual interest rate:
Purchase Payment...................................$10,000
Guarantee Period...................................5 years
Annual Interest Rate...............................4.50%
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
END OF CONTRACT YEAR
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------
Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X1.045
$10,450.00
Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X1.045
$10,920.25
Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X1.045
$11,411.66
Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X1.045
$11,925.19
Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X1.045
$12,461.82
Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82-$10,000)
</TABLE>
This example assumes no withdrawals during the entire 5 year Guarantee Period.
If you were to make a partial withdrawal, you may be required to pay a
withdrawal charge. In addition, the amount withdrawn may be increased or
decreased by a Market Value Adjustment that reflects changes in interest rates
since the time you invested the amount withdrawn. 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 stated in the Contract.
RENEWALS
Prior to the end of each Guarantee Period, we will mail you a notice asking you
what to do with your money. During the 30-day period after the end of the
Guarantee Period, you may:
1) take no action. We will automatically apply your money to a new
Guarantee Period of the same length as the expired Guarantee Period. The
new Guarantee Period will begin on the day the previous Guarantee Period
ends. The new interest rate will be our then current declared rate for a
Guarantee Period of that length; or
2) instruct us to apply your money to one or more new Guarantee Periods
of your choice. The new Guarantee Period(s) will begin on the day the
previous Guarantee Period ends. The new interest rate will be our then
current declared rate for those Guarantee Periods; or
3) instruct us to transfer all or a portion of your money to one or more
Variable Sub-Accounts of the Variable Account. We will effect the
transfer on the day we receive your instructions. We will not adjust the
amount transferred to include a Market Value Adjustment; or
4) withdraw all or a portion of your money. You may be required to pay a
withdrawal charge, but we will not adjust the amount withdrawn to
include a Market Value Adjustment. The amount withdrawn will be deemed
to have been withdrawn on the day the previous Guarantee Period ends.
Unless you specify otherwise, amounts not withdrawn will be applied to a
new Guarantee Period of the same length as the previous Guarantee
Period. The new Guarantee Period will begin on the day the previous
Guarantee Period ends.
<PAGE>
MARKET VALUE ADJUSTMENT
All withdrawals in excess of the Free Withdrawal Amount and transfers from a
Guarantee Period, other than those taken during the 30 day period after such
Guarantee Period expires, are subject to a Market Value Adjustment. A Market
Value Adjustment also may apply upon payment of a death benefit (a Market Value
Adjustment made upon payment of a death benefit, if any, would be positive), and
when you apply amounts currently invested in a Guarantee Period to an Income
Plan (unless paid or applied during the 30-day period after such Guarantee
Period expires). We will not apply a Market Value Adjustment to a withdrawal you
make:
o within the Free Withdrawal Amount as described on page __,
o as part of the Dollar Cost Averaging Program, or
o withdrawals taken to satisfy IRS required minimum distribution rules
for the Contract.
We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time it is
removed from that Guarantee Period. We calculate the Market Value Adjustment by
comparing the Treasury Rate for a period equal to the Guarantee Period at its
inception to the Treasury Rate for a period equal to the time remaining in the
Guarantee Period when you remove your money. "Treasury Rate" means the U.S.
Treasury Note Constant Maturity Yield as reported in Federal Reserve Bulletin
Release H.15.
The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates increase significantly, the Market Value
Adjustment and any withdrawal charge, premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal of your
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 Treasury Rate at the time you allocate money to a Guarantee
Period is higher than the applicable current Treasury Rate for a period equal to
the time remaining in the Guarantee Period, then the Market Value Adjustment
will result in a higher amount payable to you or transferred. Conversely, if the
Treasury Rate at the time you allocate money to a Guarantee Period is lower than
the applicable Treasury Rate for a period equal to the time remaining in the
Guarantee Period, then the Market Value Adjustment will result in a lower amount
payable to you or transferred.
For example, assume that you purchase a Contract and you select an initial
Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is
4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at
that later time, the current 2 year Treasury Rate is 4.20%, then the Market
Value Adjustment will be positive, which will result in an increase in the
amount payable to you. Conversely, if the current 2 year Treasury Rate is 4.80%,
then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to you.
The formula for calculating Market Value Adjustments is set forth in Appendix B
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.
<PAGE>
INVESTMENT ALTERNATIVES: Transfers
TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. You may request transfers in writing on a form that we
provide or by telephone according to the procedure described below. The minimum
amount that you may transfer into a Guarantee Period is $500. We currently do
not assess, but reserve the right to assess, a $10 charge on each transfer in
excess of 12 per Contract Year. We treat transfers to or from more than one Fund
on the same day as one transfer.
We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account for up to 6 months from the date we
receive your request. If we decide to postpone transfers from any Guarantee
Period for 30 days or more, we will pay interest as required by applicable law.
Any interest would be payable from the date we receive the transfer request to
the date we make the transfer.
If you transfer an amount from a Guarantee Period other than during the 30 day
period after such Guarantee Period expires, we will increase or decrease the
amount by a Market Value Adjustment. If any transfer reduces the value in the
Fixed Account to less than $500, we will treat the request as a transfer of the
entire value.
We reserve the right to waive any transfer restrictions.
TRANSFERS DURING THE PAYOUT PHASE
During the Payout Phase, you may make transfers among the Variable Sub-Accounts
to change the relative weighting of the Variable Sub-Accounts on which your
variable income payments will be based. In addition, you will have a limited
ability to make transfers from the Variable Sub-Accounts to increase the
proportion of your income payments consisting of fixed income payments. You may
not, however, convert any of your fixed income payments into variable income
payments.
You may not make any transfers for the first 6 months after the Payout Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers from the Variable Sub-Accounts to increase the proportion of your
income payments consisting of fixed income payments. Your transfers must be at
least 6 months apart.
TELEPHONE TRANSFERS
You may make transfers by telephone by calling 1-800-776-6978. The cut off
time for telephone transfer requests is 3:00 p.m. Central Time. In the event
that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central
Time, or in the event that the Exchange closes early for a period of time but
then reopens for trading on the same day, we will process telephone transfer
requests as of the close of the Exchange on that particular day. We will not
accept telephone requests received at any telephone number other than the number
that appears in this paragraph or received after the close of trading on the
Exchange.
We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.
We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly
<PAGE>
unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.
EXCESSIVE TRADING LIMITS
For Contracts issued on or after May 1, 2000, we reserve the right to limit
transfers in any Contract year, or to refuse any transfer request for a Contract
owner or certain Contract owners, if:
o we believe, in our sole discretion, that excessive trading by
such Contract owner or owners, or a specific transfer request
or group of transfer requests, may have a detrimental effect on
the Accumulation Unit Values of any Variable Sub-Account or the share
prices of the corresponding Funds or would be to the disadvantage of
other Contract owners; or
o we are informed by one or more of the corresponding Funds that
they intend to restrict the purchase or redemption of Fund shares
because of excessive trading or because they believe that a
specific transfer or groups of transfers would have a detrimental
effect on the prices of Fund shares.
We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other contract owners.
DOLLAR COST AVERAGING PROGRAM
Under the Dollar Cost Averaging Program, you may automatically transfer a set
amount at regular intervals during the Accumulation Phase from any Variable
Sub-Account, or a 1 year Guarantee Period of the Fixed Account, to any other
Variable Sub-Account. The intervals between transfers, may be monthly,
quarterly, semi-annually, or annually. You may not use the Dollar Cost Averaging
Program to transfer amounts to the Fixed Account.
We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee. In addition, we will not apply the Market
Value Adjustment to these transfers.
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 this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market.
AUTOMATIC FUND REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our Automatic Fund Rebalancing
Program, we will automatically rebalance the Contract Value in each Variable
Sub-Account and return it to the desired percentage allocations. Money you
allocate to the Fixed Account will not be included in the rebalancing.
We will rebalance your account each quarter according to your instructions. We
will transfer amounts among the Variable Sub-Accounts to achieve the percentage
allocations you specify. You can change your allocations at any time by
contacting us in writing or by telephone. The new allocation will be effective
with the first rebalancing that occurs after we receive your request. We are not
responsible for rebalancing that occurs prior to receipt of your request.
Example:
Assume that you want your initial purchase payment split among 2
Variable Sub-Accounts. You want 40% to be in the AIM V.I. Diversified
Income Variable Sub-Account and 60% to be in the AIM V.I. Growth
Variable Sub-Account. Over the next 2 months the bond market does very
well while the stock market performs poorly. At the end of the first
quarter, the AIM V.I. Diversified Income Variable Sub-Account now
represents 50% of your holdings because of its increase in value. If you
choose to have your holdings rebalanced quarterly, on the first day of
the next quarter we would sell some of your units in the AIM V.I.
Diversified Income Variable Sub-Account and use the money to buy more
units in the AIM V.I. Growth Variable Sub-Account so that the percentage
allocations would again be 40% and 60% respectively.
The Automatic Fund Rebalancing Program is available only during the Accumulation
Phase. The transfers made under the Program do not count towards the 12
transfers you can make without paying a transfer fee, and are not subject to a
transfer fee.
Fund rebalancing is consistent with maintaining your allocation of investments
among market segments, although it is accomplished by reducing your Contract
Value allocated to the better performing segments.
<PAGE>
EXPENSES
As a Contract owner, you will bear, directly or indirectly, the charges and
expenses described below.
CONTRACT MAINTENANCE CHARGE
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$35 contract maintenance charge from your Contract Value invested in each
Variable Sub-Account in proportion to the amount invested. During the Payout
Phase, we will deduct the charge proportionately from each income payment.
The charge is for the cost of maintaining each Contract and the Variable
Account. Maintenance costs include expenses we incur in processing purchase
payments; keeping records; processing death claims, cash withdrawals, and policy
changes; proxy statements; calculating Accumulation Unit Values and income
payments; and issuing reports to Contract owners and regulatory agencies. We
cannot increase the charge. We will waive this charge if:
o total purchase payments equal $50,000 or more, or
o all of your money is allocated to the Fixed Account as of the
Contract Anniversary.
If you surrender your Contract, we will deduct the full contract maintenance
charge unless your Contract qualifies for a waiver.
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily at an annual rate of 1.35%
of the average daily net assets you have invested in the Variable Sub-Accounts.
The mortality and expense risk charge is for all the insurance benefits
available with your Contract (including our guarantee of annuity rates and the
death benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. If the charges under the Contract
are not sufficient, then we will bear the loss.
We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both the Accumulation Phase
and the Payout Phase.
ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributed to that Contract. We
assess this charge each day during the Accumulation Phase and the Payout Phase.
We guarantee that we will not raise this charge.
TRANSFER FEE
We do not currently impose a fee upon transfers among the Investment
Alternatives. However, we reserve the right to charge $10 per transfer after the
12th transfer in each Contract Year. We will not charge a transfer fee on
transfers that are part of a Dollar Cost Averaging or Automatic Fund Rebalancing
Program.
WITHDRAWAL CHARGE
We may assess a withdrawal charge of up to 6% of the purchase payment(s) you
withdraw. The charge declines to 0% after 7 complete years from the date we
received the purchase payment being withdrawn. A
<PAGE>
schedule showing how the charge declines appears on page ___, above. During each
Contract Year, you can withdraw up to 10% of purchase payments without paying
the charge. Unused portions of this 10% "Free Withdrawal Amount" are not carried
forward to future Contract Years.
We will deduct withdrawal charges, if applicable, from the amount paid. For
purposes of the withdrawal charge, we will treat withdrawals as coming from the
oldest purchase payments first. However, for federal income tax purposes,
earnings are considered to come out first, which means you pay taxes on the
earnings portion of your withdrawal.
<PAGE>
We do not apply a withdrawal charge in the following situations:
o on the Payout Start Date(a withdrawal charge may apply if you
elect to receive income payments for a specified period of less
than 120 months);
o the death of the Contract owner or Annuitant (unless the settlement
value is used);
o withdrawals taken to satisfy IRS minimum distribution rules; or
o withdrawals that qualify for the waiver as described below.
We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, we may use any of
our corporate assets, including potential profit which may arise from the
mortality and expense risk charge or any other charges or fee described above,
to make up any difference.
Withdrawals may be subject to tax penalties or income tax and a Market Value
Adjustment. You should consult your own tax counsel or other tax advisers
regarding any withdrawals.
CONFINEMENT WAIVER
We will waive the withdrawal charge on all withdrawals taken prior to the Payout
Start Date under your Contract if the following conditions are satisfied:
1) you, or the Annuitant if the Contract is owned by a non-natural person,
are first confined to a long term care facility or a hospital (as
defined in the Contract) for at least 90 consecutive days. You or
the Annuitant must enter the long term care facility or hospital at
least 30 days after the Issue Date;
2) we must receive the request for the withdrawal and due proof (as
defined in the Contract)of the stay no later than 90 days following the
end of your or the Annuitant's stay at the long term care facility or
hospital; and
3) a physician must have prescribed the stay and the stay must be medically
necessary (as defined in the Contract).
You may not claim this benefit if you, or the Annuitant, or a member of your or
the Annuitant's immediate family (as defined in the Contract), is the physician
prescribing your or the Annuitant's stay in a long term care facility.
Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.
The laws of your state may limit the availability of this waiver and may also
change certain terms and/or benefits available under the waiver. You should
consult your Contract for further details on these variations. Also, even if you
do not need to pay our withdrawal charge because of the waiver, you still may be
required to pay taxes or tax penalties on the amount withdrawn. You should
consult your tax adviser to determine the effect of a withdrawal on your taxes.
PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total
<PAGE>
withdrawal occurs including payment upon death.
We may discontinue this practice sometime in the future and deduct premium taxes
from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.
At the Payout Start Date, if applicable, we deduct the charge for premium taxes
from each investment alternative in the proportion that the Contract owner's
value in the investment alternative bears to the total Contract Value.
DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES
We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the Variable Account.
We will deduct for any taxes we incur as a result of the operation of the
Variable Account, whether or not we previously made a provision for taxes and
whether or not it was sufficient. Our status under the Internal Revenue Code is
briefly described in the Statement of Additional Information.
OTHER EXPENSES
Each Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Funds whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the AIM Variable Insurance Funds. For a summary of
current estimates of those charges and expenses, see pages ___ above. We may
receive compensation from A I M Advisors, Inc., for administrative services we
provide to the Funds.
<PAGE>
ACCESS TO YOUR MONEY
You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page __.
The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our headquarters, adjusted by any Market
Value Adjustment, less any withdrawal charges, contract maintenance charges,
income tax withholding, penalty tax, and any premium taxes. We will pay
withdrawals from the Variable Account within 7 days of receipt of the request,
subject to postponement in certain circumstances.
You can withdraw money from the Variable Account or the Fixed Account. To
complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
withdrawal charge and premium taxes.
You must name the investment alternative(s) from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored.
In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.
If you request a total withdrawal, we may require you to return your Contract to
us. We also will deduct a contract maintenance charge of $35, unless we have
waived the contract maintenance charge on your Contract.
POSTPONEMENT OF PAYMENTS
We may postpone the payment of any amounts due from the Variable Account under
the Contract if:
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 SEC; or
3) The SEC permits delay for your protection.
In addition, we may delay payments or transfers from the Fixed Account for up to
6 months or a shorter period if required by law. If we delay payment or transfer
for 30 days or more, we will pay interest as required by law. Any interest would
be payable from the date we receive the withdrawal request to the date we make
the payment or transfer.
SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. At our
discretion, systematic withdrawals may not be offered in conjunction with the
Dollar Cost Averaging or Automatic Fund Rebalancing Programs.
Depending on fluctuations in the net asset value of the Variable Sub-Accounts
and the value of the Fixed Account, systematic withdrawals may reduce or even
exhaust the Contract Value. Income taxes may apply to systematic withdrawals.
Please consult your tax advisor before taking any withdrawal.
We will make systematic withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic Withdrawal Program,
existing systematic withdrawal payments will not be affected.
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MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the amount in any
Guarantee Period to less than $500, we will treat the request as a withdrawal of
the entire amount invested in such Guarantee Period. In addition, if your
request for a partial withdrawal would reduce your Contract Value to less than
$1,000, we may treat it as a request to withdraw your entire Contract Value.
Your Contract will terminate if you withdraw all of your Contract Value. We
will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges, and taxes.
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INCOME PAYMENTS
PAYOUT START DATE
You select the Payout Start Date in your application. The Payout Start Date is
the day that we apply your Contract Value, adjusted by any Market Value
Adjustment and less any applicable taxes, to an Income Plan. The Payout Start
Date must be no later than the Annuitant's 90th birthday, or the 10th Contract
Anniversary, if later.
You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.
INCOME PLANS
An "Income Plan" is a series of payments on a scheduled basis to you or to
another person designated by you. You may choose and change your choice of
Income Plan until 30 days before the Payout Start Date. If you do not select an
Income Plan, we will make income payments in accordance with Income Plan 1 with
guaranteed payments for 10 years. After the Payout Start Date, you may not make
withdrawals (except as described below) or change your choice of Income Plan.
Three Income Plans are available under the Contract. Each is available to
provide:
o fixed income payments;
o variable income payments; or
o a combination of the two.
The three Income Plans are:
Income Plan 1 -- Life Income with Guaranteed Payments. Under this plan,
we make periodic income payments for at least as long as the Annuitant
lives. If the Annuitant dies before we have made all of the guaranteed
income payments, we will continue to pay the remainder of the
guaranteed income payments as required by the Contract.
Income Plan 2 -- Joint and Survivor Life Income with Guaranteed
Payments. Under this plan, we make periodic income payments for at
least as long as Either the Annuitant or the joint Annuitant is alive.
If both the Annuitant and the Joint Annuitant die before we have made
all of the Guaranteed income payments, we will continue to pay the
remainder of the guaranteed income payments as required by the
Contract.
Income Plan 3 -- Guaranteed Payments for a Specified Period (5 Years to
30 Years). Under this plan, we make periodic income payments for the
period you have chosen. These payments do not depend on the Annuitant's
life. Income payments for less than 120 months may be subject to a
withdrawal charge. We will deduct the mortality and expense risk charge
from the Variable Sub-Account assets that support variable income
payments even though we may not bear any mortality risk.
The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amounts of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments.
If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant is alive before
we
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make each payment. Please note that under such Income Plans, if you elect to
take no minimum guaranteed payments, it is possible that the payee could receive
only 1 income payment if the Annuitant and any joint Annuitant both die before
the second income payment, or only 2 income payments if they die before the
third income payment, and so on.
Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable payments associated with the amount withdrawn.
The minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. We also assess applicable premium taxes against all income
payments.
We may make other Income Plans available. You may obtain information about them
by writing or calling us.
You must apply at least the Contract Value in the Fixed Account on the Payout
Start Date to fixed income payments. If you wish to apply any portion of your
Fixed Account option balance to provide variable income payments, you should
plan ahead and transfer that amount to the Variable Sub-Accounts prior to the
Payout Start Date. If you do not tell us how to allocate your Contract Value
among fixed and variable income payments, we will apply your Contract Value in
the Variable Account to variable income payments and your Contract Value in the
Fixed Account to fixed income payments.
We will apply your Contract Value, adjusted by a Market Value Adjustment, less
applicable taxes to your Income Plan on the Payout Start Date. If the amount
available to apply under an Income Plan is less than $2,000 or not enough to
provide an initial payment of at least $20, and state law permits, we may:
o pay you the Contract Value, adjusted by any Market Value Adjustment and
less any applicable taxes, in a lump sum instead of the periodic
payments you have chosen, or
o reduce the frequency of your payments so that each payment will be at
least $20.
VARIABLE INCOME PAYMENTS
The amount of your variable income payments depends upon the investment results
of the Variable Sub-Accounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a) actual mortality experience and (b) the
amount of our administration expenses.
We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the
underlying Funds and (b) the Annuitant could live longer or shorter than we
expect based on the tables we use.
In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. If the actual net
investment return of the Variable Sub-Accounts you choose is less than this
assumed investment rate, then the dollar amount of your variable income payments
will decrease. The dollar amount of your variable income payments will increase,
however, if the actual net investment return exceeds the assumed investment
rate. The dollar amount of the variable income payments stays level if the net
investment return equals the assumed investment rate. Please refer to the
Statement of Additional Information for more detailed information as to how we
determine variable income payments.
FIXED INCOME PAYMENTS
We guarantee income payment amounts derived from the Fixed Account for the
duration of the Income Plan. We calculate the fixed income payments by:
1) adjusting the portion of the Contract Value in the Fixed Account on
the Payout Start Date by any applicable Market Value Adjustment;
2) deducting any applicable premium tax; and
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3) applying the resulting amount to the greater of (a) the appropriate
value from the income payment table in your Contract or (b) such other
value as we are offering at that time.
We may defer making fixed income payments for a period of up to 6 months or such
shorter time as state law may require. If we defer payments for 30 days or more,
we will pay interest as required by law from the date we receive the withdrawal
request to the date we make payment.
CERTAIN EMPLOYEE BENEFIT PLANS
The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
law. In certain employment-related situations, employers are required by law to
use the same income payment tables for men and women. Accordingly, if the
Contract is to be used in connection with an employment-related retirement or
benefit plan and we do not offer unisex annuity tables in your state, you should
consult with legal counsel as to whether the purchase of a Contract is
appropriate.
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DEATH BENEFITS
We will pay a death benefit if, prior to the Payout Start Date:
1) any Contract owner dies or,
2) the Annuitant dies, if the Contract is owned by a company or other legal
entity.
We will pay the death benefit to the new Contract owner as determined
immediately after the death. The new Contract owner would be a surviving
Contract owner or, if none, the Beneficiary(ies). In the case of the death of an
Annuitant, we will pay the death benefit to the current Contract Owner.
DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit is equal to the greatest of:
1) the Contract Value as of the date we determine the death benefit, or
2) the Settlement Value (that is, the amount that would have been payable
on a full withdrawal of the Contract Value) on the date that we
determine the death benefit, or
3) the Contract Value at the Death Benefit Anniversary immediately
preceding the date that we determine the death benefit adjusted by
any purchase payments, withdrawals, and charges made since that
anniversary.
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.
We will adjust the death benefit by any applicable Market Value Adjustment as of
the date we determine the death benefit (a Market Value Adjustment, if any, made
upon payment of a death benefit would be positive). The death benefit will never
be less than the sum of all purchase payments less any amounts previously paid
to the Contract owner (including income tax withholding).
A claim for a distribution on death must include "Due Proof of Death." We will
accept the following documentation as Due Proof of Death:
o a certified copy of a death certificate;
o a certified copy of a decree of a court of competent jurisdiction as
to a finding of death; or
o any other proof acceptable to us.
We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for the payment of the death
benefit. If we receive a request after 3:00 p.m. Central Time on a Valuation
Date, we will process the request as of the end of the following Valuation Date.
ENHANCED DEATH BENEFIT OPTIONS
You can select an enhanced death benefit option when you purchase the Contract.
Enhanced Death Benefit A. If you select Enhanced Death Benefit A, the death
benefit will be the greater of the values stated in the Death Benefit Amount
provision above, or the value of Enhanced Death Benefit A. The Enhanced Death
Benefit A is:
The greatest of the Anniversary Values as of the date we determine the
death benefit. An "Anniversary Value" is equal to the Contract Value on
a Contract Anniversary, increased by purchase payments made since that
Anniversary and reduced by the amount of any partial withdrawals since
that anniversary. Anniversary Values will be calculated for each
Contract Anniversary prior to the earlier of:
(i) the date we determine the death benefit, or
(ii) the 75th birthday of the oldest Contract owner, or, the Annuitant if
the Contract owner is not a natural person, or 5 years after the Issue
Date, if later.
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Enhanced Death Benefit B. If you select Enhanced Death Benefit B, the death
benefit will be the greater of the values stated in the Death Benefit Amount
provision above, or the value of Enhanced Death Benefit B. The Enhanced Death
Benefit B is:
Total purchase payments minus the sum of all partial withdrawals. Each
purchase payment and each partial withdrawal will accumulate daily at a
rate equivalent to 5% per year until the earlier of:
(i) the date we determine the death benefit, or
(ii) the first day of the month following the 75th birthday of the oldest
Contract owner, or, the Annuitant if the Contract owner is not a natural
person, or 5 years after the Issue Date, if later.
If the enhanced death benefit option is purchased and neither option is selected
by the Owner, the Contract will automatically include Enhanced Death Benefit A.
We will determine the value of the death benefit at the end of the Valuation
Date on which we receive a complete request for payment of the death benefit
which includes due proof of death. Neither Enhanced Death Benefit A nor Enhanced
Death Benefit B will ever be greater than the maximum death benefit allowed by
any non-forfeiture laws which govern the Contract.
DEATH BENEFIT PAYMENTS
A death benefit will be paid if:
1) the Contract owner elects to receive the death benefit distributed in a
single payment within 180 days of the date of death, and
2) the death benefit is paid as of the day we determine the value of the
death benefit. Otherwise, we will pay the Settlement Value. The Settlement
Value paid will be the Settlement Value next computed on or after the
requested distribution date for payment or on the mandatory distribution
date of 5 years after the date of death. We are currently waiving the 180
day limit, but we reserve the right to enforce the limitation in the
future.
In any event, the entire value of the Contract must be distributed within 5
years after the date of death unless an Income Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.
The Contract owner eligible to receive death benefits has the following options:
1) If the Contract owner is not a natural person, then the Contract owner
may receive the death benefit in one or more distributions.
2) If the Contract owner is a natural person, the Contract owner may elect
to receive the death benefit in one or more distributions or by periodic
payments through an Income Plan. Payments from the Income Plan must begin
within one year of the date of death and must be payable throughout:
o the life of the Contract owner; or
o a period not to exceed the life expectancy of the Contract owner; or
o the life of the Contract owner with payments guaranteed for a period
not to exceed the life expectancy of the Contract owner.
3) If the surviving spouse of the deceased Contract owner is the new
Contract 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. The Contract may only be continued once. 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.
Any death benefit payable in a lump sum must be paid within 5 years of the
date of death. If no election is made, funds will be distributed at the end
of the 5 year period.
<PAGE>
MORE INFORMATION
GLENBROOK
Glenbrook is the issuer of the Contract. Glenbrook is a stock life insurance
company organized under the laws of the State of Arizona in 1998. Previously,
Glenbrook was organized under the laws of the State of Illinois in 1992.
Glenbrook was originally organized under the laws of the State of Indiana in
1965. From 1965 to 1983 Glenbrook was known as "United Standard Life Assurance
Company" and from 1983 to 1992 as "William Penn Life Assurance Company of
America."
Glenbrook is currently licensed to operate in the District of Columbia and all
states, except New York. We intend to offer the Contract in those jurisdictions
in which we are licensed. Our headquarters is located at 3100 Sanders Road,
Northbrook, Illinois 60062.
Glenbrook is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws of
the State of Illinois. Allstate Life is a wholly owned subsidiary of Allstate
Insurance Company, a stock property-liability insurance company incorporated
under the laws of the State of Illinois. All of the outstanding capital stock of
Allstate Insurance Company is owned by The Allstate Corporation.
Glenbrook and Allstate Life entered into a reinsurance agreement effective June
5, 1992. Under the reinsurance agreement, Allstate Life reinsures substantially
all of Glenbrook's liabilities under its various insurance contracts. The
reinsurance agreement provides us with financial backing from Allstate Life.
However, it does not create a direct contractual relationship between Allstate
Life and you. In other words, the obligations of Allstate Life under the
reinsurance agreement are to Glenbrook; Glenbrook remains the sole obligor under
the Contract to you.
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 Glenbrook. A.M. Best Company also assigns Glenbrook the rating
of A+(r) because Glenbrook automatically reinsures all net business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns an AA+ (Very
Strong) financial strength rating and Moody's assigns an Aa2 (Excellent)
financial strength rating to Glenbrook. Glenbrook shares the same ratings of its
parent, Allstate Life. These ratings do not reflect the investment performance
of the Variable Account. We may from time to time advertise these ratings in our
sales literature.
THE VARIABLE ACCOUNT
Glenbrook established the Glenbrook Life and Annuity Company Separate Account A
on September 6, 1995. We have registered the Variable Account with the SEC as a
unit investment trust. The SEC does not supervise the management of the Variable
Account or Glenbrook.
We own the assets of the Variable Account. The Variable Account is a segregated
asset account under Arizona law. That means we account for the Variable
Account's income, gains and losses separately from the results of our other
operations. It also means that only the assets of the Variable Account that are
in excess of the reserves and other Contract liabilities with respect to the
Variable Account are subject to liabilities relating to our other operations.
Our obligations arising under the Contracts are general corporate obligations of
Glenbrook.
The Variable Account consists of 17 Variable Sub-Accounts, each of which invests
in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
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its Sub-Accounts or the Funds. We may use the Variable Account to fund our other
annuity contracts. We will account separately for each type of annuity contract
funded by the Variable Account.
THE FUNDS
Dividends and Capital Gain Distributions. We automatically reinvest all
dividends and capital gains distributions from the Funds in shares of the
distributing Fund at their net asset value.
Voting Privileges. As a general matter, you do not have a direct right to vote
the shares of the Funds held by the Variable Sub-Accounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Funds that we hold
directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract owners entitled to give such
instructions.
As a general rule, before the Payout Start Date, the Contract owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-Account by
the net asset value per share of the corresponding Fund as of the record date of
the meeting. After the Payout Start Date, the person receiving income payments
has the voting interest. The payee's number of votes will be determined by
dividing the reserve for such Contract allocated to the applicable Variable
Sub-account by the net asset value per share of the corresponding Fund. The
votes decrease as income payments are made and as the reserves for the Contract
decrease.
We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted on a pro-rata basis to reduce the votes eligible
to be cast.
We reserve the right to vote Fund shares as we see fit without regard to voting
instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.
Changes in Funds. If the shares of any of the Funds are no longer available for
investment by the Variable Account or if, in our judgment, further investment in
such shares is no longer desirable in view of the purposes of the Contract, we
may eliminate that Fund and substitute shares of another eligible investment
fund. Any substitution of securities will comply with the requirements of the
1940 Act. We also may add new Variable Sub-Accounts that invest in additional
mutual funds. We will notify you in advance of any change.
Conflicts of Interest. Certain of the Funds sell their shares to separate
accounts underlying both variable life insurance and variable annuity contracts.
It is conceivable that in the future it may be unfavorable for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the same Fund. The boards of directors of these Funds monitor for possible
conflicts among separate accounts buying shares of the Funds. Conflicts could
develop for a variety of reasons. For example, differences in treatment under
tax and other laws or the failure by a separate account to comply with such laws
could cause a conflict. To eliminate a conflict, a Fund's board of directors may
require a separate account to withdraw its participation in a Fund. A Fund's net
asset value could decrease if it had to sell investment securities to pay
redemption proceeds to a separate account withdrawing because of a conflict.
THE CONTRACT
Distribution. ALFS, Inc.* ("ALFS"), located at 3100 Sanders Road, Northbrook,
Illinois 60062-7154, serves as principal underwriter of the Contracts. ALFS is a
wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer
under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), and
is a member of the National Association of Securities Dealers, Inc.
*Effective May 1, 2000, Allstate Life Financial Services, Inc. was renamed ALFS,
Inc.
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We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of any purchase payments (on a present value basis).
These commissions are intended to cover distribution expenses. Sometimes, we
also pay the broker-dealer a persistency bonus in addition to the standard
commissions. We do not expect that a persistency bonus will exceed 1.20%, on an
annual basis, of the Contract Values considered in connection with the bonus.
These commissions are intended to cover distribution expenses. 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 Exchange Act,
pursuant to legal and regulatory exceptions.
Glenbrook does not pay ALFS a commission for distribution of the Contracts. The
underwriting agreement with ALFS provides that we will reimburse ALFS for any
liability to Contract owners arising out of services rendered or Contracts
issued.
Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following dministrative
services, among others:
o issuance of the Contracts;
o maintenance of Contract owner records;
o Contract owner services;
o calculation of unit values;
o maintenance of the Variable Account; and
o preparation of Contract owner reports.
We will send you Contract statements and transaction confirmations at least
annually. You should notify us promptly in writing of any address change. You
should read your statements and confirmations carefully and verify their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we
reserve the right to make the adjustment as of the date that we receive notice
of the potential error.
We also will provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.
QUALIFIED PLANS
If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.
LEGAL MATTERS
Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Glenbrook on
certain federal securities law matters. All matters of state law pertaining to
the Contracts, including the validity of the Contracts and Glenbrook's right to
issue such Contracts under state insurance law, have been passed upon by Michael
J. Velotta, General Counsel of Glenbrook.
<PAGE>
YEAR 2000
Glenbrook is heavily dependent upon complex computer systems for all phases of
its operations, including customer service, and policy and contract
administration. Since many of Glenbrook's older computer software programs
recognize only the last two digits of the year in any date, some software may
have failed to operate properly in or after the year 1999, if the software was
not reprogrammed or replaced ("Year 2000 Issue"). Glenbrook believes that many
of its counterparties and suppliers also had potential Year 2000 Issues which
could affect Glenbrook. In 1995, Allstate Insurance Company commenced a four
phase plan intended to mitigate and/or prevent the adverse effects of Year 2000
Issues. These strategies included normal development and enhancement of new and
existing systems, upgrades to operating systems already covered by maintenance
agreements, and modifications to existing systems to make them Year 2000
compliant. The plan also included Glenbrook actively working with its major
external counterparties and suppliers to assess their compliance efforts and
Glenbrook's exposure to them. Because of the accuracy of this plan, and its
timely completion, Glenbrook has experienced no material impacts on its results
of operations, liquidity or financial position due to the Year 2000 issue. Year
2000 costs are expensed as incurred.
<PAGE>
TAXES
The following discussion is general and is not intended as tax advice. Glenbrook
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 your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.
TAXATION OF ANNUITIES IN GENERAL
Tax Deferral. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:
1) the Contract owner is a natural person,
2) the investments of the Variable Account are "adequately diversified"
according to Treasury Department regulations, and
3) Glenbrook is considered the owner of the Variable Account assets for
federal income tax purposes.
Non-natural Owners. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
is taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the Statement of Additional Information for a discussion of
several exceptions to the general rule for Contracts owned by non-natural
persons.
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" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract owner during the taxable
year. Although Glenbrook does not have control over the Funds their investments,
we expect the Funds to meet the diversification requirements.
Ownership Treatment. The IRS has stated that you will be considered the owner of
Variable Account assets if you possess 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, the Treasury Department announced
that the regulations do not provide guidance concerning circumstances in which
investor control of separate account investments may cause an investor to be
treated as the owner of the separate account. The Treasury Department also
stated that future guidance would be issued regarding the extent that owners
could direct sub-account investments without being treated as owners of the
underlying assets of the separate account.
Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract owners were not owners of separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among more Investment Alternatives. Also, you may be able to
transfer among Investment Alternatives more frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs, income and gain from the Variable Account assets would
be includible in your gross income. Glenbrook does not know what standards will
be set forth in any regulations or rulings which the Treasury Department may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract. We reserve the right
to modify the Contract as necessary to attempt to prevent you from being
considered the federal tax owner of the assets of the Variable Account. However,
we make no guarantee that such modification to the Contract will be successful.
<PAGE>
Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under
a non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
Contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a partial withdrawal
under a Qualified Contract, the portion of the payment that bears the same ratio
to the total payment that the investment in the Contract (i.e., nondeductible
IRA contributions, after tax contributions to qualified plans) bears to the
Contract Value, is excluded from your income. If you make 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.
"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than 5 taxable years after the taxable year of the first contribution
to any Roth IRA and which are:
o made on or after the date the individual attains age 59 1/2,
o made to a beneficiary after the Contract owner's death,
o attributable to the Contract owner being disabled, or
o for a first time home purchase (first time home purchases are subject
to a lifetime limit of $10,000).
If you transfer a non-Qualified Contract without full and adequate consideration
to a person other than your spouse (or to a former spouse incident to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain Qualified
Contracts, any amount you receive 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 annuity
payments received from a non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For 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. If you elect 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. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.
Taxation of Annuity Death Benefits. Death of a Contract owner, or death of the
Annuitant if the Contract is owned by a non-natural person, will cause a
distribution of death benefits from a Contract. Generally, such amounts are
included 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. Please see the Statement of
Additional Information for more detail on distribution at death
requirements.
Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:
1) made on or after the date the Contract owner attains age 59 1/2;
2) made as a result of the Contract owner's death or disability;
3) made in substantially equal periodic payments over the Contract owner's
life or life expectancy,
4) made under an immediate annuity, or 5) attributable to investment in the
Contract before August 14, 1982.
<PAGE>
You should consult a competent tax advisor to determine if any other exceptions
to the penalty apply to your situation. Similar exceptions may apply to
distributions from Qualified Contracts.
Aggregation of Annuity Contracts. All non-qualified deferred annuity contracts
issued by Glenbrook (or its affiliates) to the same Contract owner during any
calendar year will be aggregated and treated as one annuity contract for
purposes of determining the taxable amount of a distribution.
Tax Qualified Contracts
Contracts may be used as investments with certain qualified plans such as:
o Individual Retirement Annuities or Accounts (IRAs) under Section 408
of the Code;
o Roth IRAs under Section 408A of the Code;
o Simplified Employee Pension Plans under Section 408(k) of the Code;
o Savings Incentive Match Plans for Employees (SIMPLE) Plans under
Section 408(p) of the Code;
o Tax Sheltered Annuities under Section 403(b) of the Code;
o Corporate and Self Employed Pension and Profit Sharing Plans; and
o State and Local Government and Tax Exempt Organization Deferred
Compensation Plans.
In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract. The income on
qualified plan and IRA investments is tax deferred and variable annuities held
by such plans do not receive any additional tax deferral. You should review the
annuity features, including all benefits and expenses, prior to purchasing a
variable annuity in a qualified plan or IRA. Glenbrook reserves the right to
limit the availability of the Contract for use with any of the qualified plans
listed above.
Restrictions Under Section 403(b) Plans. Section 403(b) of the Code provides
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. Under Section 403(b), any Contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after December 31, 1998, and all earnings on salary reduction
contributions, may be made only:
1) on or after the date of employee
o attains age 59 1/2,
o separates from service,
o dies,
o becomes disabled, or
2) on account of hardship (earnings on salary reduction contributions may
not be distributed on account of hardship).
These limitations do not apply to withdrawals where Glenbrook is directed to
transfer some or all of the Contract Value to another 403(b) plan.
INCOME TAX WITHHOLDING
Glenbrook is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless you elect to make a "direct rollover"
of such amounts to an IRA or eligible retirement plan. 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,
3) over the life (joint lives) of the participant (and beneficiary).
Glenbrook may be required to withhold federal and state income taxes on any
distributions from non-Qualified Contracts or Qualified Contracts that are not
eligible rollover distributions, unless you notify us of your election to not
have taxes withheld.
<PAGE>
ANNUAL REPORTS AND OTHER DOCUMENTS
Glenbrook's annual report on Form 10-K for the year ended December 31, 1999 is
incorporated herein by reference, which means that it is legally a part of this
prospectus.
After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act are also incorporated herein by reference, which means
that they also legally become a part of this prospectus.
Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.
Accordingly, only the statement that is changed or replaced will legally be a
part of this prospectus.
We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0000947878. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of the site is http://www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.
If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at P.O. Box 94039, Palatine, Illinois 60094-4039 (telephone:
1-800-776-6978).
<PAGE>
PERFORMANCE INFORMATION
We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Yield refers to the income generated by an
investment in a Variable Sub-Account over a specified period. Total return
represents the change, over a specified period of time, in the value of an
investment in a Variable Sub-Account after reinvesting all income distributions
All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.
Performance information for periods prior to the inception date of the Variable
Sub-Accounts will be based on the historical performance of the corresponding
Funds for the periods beginning with the inception dates of the Funds and
adjusted to reflect current Contract expenses. You should not interpret these
figures to reflect actual historical performance of the Variable Account.
We may include in advertising and sales materials tax deferred compounding
charts and other hypothetical illustrations that compare currently taxable and
tax deferred investment programs based on selected tax brackets. Our
advertisements also may compare the performance of our Variable Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones Industrial Average, the Standard & Poor's 500, and the Shearson Lehman
Bond Index; and/or (b) other management investment companies with investment
objectives similar to the underlying funds being compared. In addition, our
advertisements may include the performance ranking assigned by various
publications, including the Wall Street Journal, Forbes, Fortune, Money,
Barron's, Business Week, USA Today, and statistical services, including Lipper
Analytical Services Mutual Fund Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.
<PAGE>
EXPERTS
The financial statements and related financial statement schedule of Glenbrook
Life and Annuity Company as of December 31, 1999 and 1998 and for each of the
three years in the period ended December 31, 1999, which are incorporated herein
by reference, have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which are incorporated herein by reference, and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The financial statements of the Variable Account as of December 31, 1999, and
for each of the periods in the two years then ended, which is incorporated
herein by reference, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and is so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
APPENDIX A
Accumulation Unit Value and Number of Accumulation Units
Outstanding for Each Variable Sub-Account Since Inception
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
For the Years Beginning January 1* and Ending December 31 1995 1996 1997 1998 1999
---- ---- ---- ---- ----
December 31
AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - $10.000 $9.810
Accumulation Unit Value, End of Period - - - $9.810 $13.988
Number of Units Outstanding, End of Period - - - 163,537 247,763
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - $10.000 $11.193
Accumulation Unit Value, End of Period - - - $11.193 $13.162
Number of Units Outstanding, End of Period - - - 244,603 297,688
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - - -
Accumulation Unit Value, End of Period - - - - -
Number of Units Outstanding End of Period - - - - -
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $9.827 $11.387 $12.739 $14.979
Accumulation Unit Value, End of Period $9.827 $11.387 $12.739 $14.979 $21.350
Number of Units Outstanding, End of Period 996 4,471,775 7,850,032 8,770,421 7,460,389
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - $10.000 $9.160
Accumulation Unit Value, End of Period - - - $9.160 $11.655
Number of Units Outstanding, End of Period - - - 126,384 104,456
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - - -
Accumulation Unit Value, End of Period - - - - -
Number of Units Outstanding End of Period - - - - -
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $10.068 $10.934 $11.788 $12.035
Accumulation Unit Value, End of Period $10.068 $10.934 $11.788 $12.035 $11.633
Number of Units Outstanding, End of Period 0 747,505 1,950,608 2,301,209 1,949,974
AIM V.I. GLOBAL GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - - -
Accumulation Unit Value, End of Period - - - - -
Number of Units Outstanding End of Period - - - - -
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $10,209 $11.276 $13.518 $15.534
Accumulation Unit Value, End of Period $10,209 $11.276 $13.518 $15.534 $20.432
Number of Units Outstanding, End of Period 0 163,534 426,581 630,811 604,243
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $10.082 $10.164 $10.835 $11.484
Accumulation Unit Value, End of Period $10.082 $10.164 $10.835 $11.484 $11.189
Number of Units Outstanding, End of Period 0 263,768 550,452 912,586 791,933
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $9.852 $11.466 $14.338 $18.954
Accumulation Unit Value, End of Period $9.852 $11.466 $14.388 $18.954 $25.263
Number of Units Outstanding, End of Period 104 2,070,239 4,031,175 5,170,994 4,664,892
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $9.897 $11.699 $14.496 $18.243
Accumulation Unit Value, End of Period $9.897 $11.699 $14.496 $18.243 $24.138
Number of Units Outstanding, End of Period 103 2,425,462 5,374,119 6,935,245 6,476,240
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - $10.000 $9.141
Accumulation Unit Value, End of Period - - - $9.141 $9.957
Number of Units Outstanding, End of Period - - - 170,679 207,626
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $10.103 $11.953 $12.598 $14.340
Accumulation Unit Value, End of Period $10.103 $11.953 $12.598 $14.340 $21.914
Number of Units Outstanding, End of Period 936 1,969,297 3,667,815 3,847,934 3,482,659
<PAGE>
For the Years Beginning January 1* and Ending December 31 1995 1996 1997 1998 1999
---- ---- ---- ---- ----
December 31
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $10.023 $10.369 $10.745 $11.125
Accumulation Unit Value, End of Period $10.023 $10.369 $10.745 $11.125 $11.479
Number of Units Outstanding, End of Period 0 894,947 1,291,169 1,389,344 1,636,925
AIM V.I. TELECOMMUNICATIONS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period - - - - -
Accumulation Unit Value, End of Period - - - - -
Number of Units Outstanding End of Period - - - - -
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000 $9.783 $11.090 $13.520 $17.644
Accumulation Unit Value, End of Period $9.783 $11.090 $13.520 $17.644 $22.589
Number of Units Outstanding, End of Period 966 3,528,353 7,294,719 9,222,186 8,450,007
</TABLE>
* All Variable Sub-Accounts commenced operations on December 4, 1995, with the
exception of the AIM V.I. Aggressive Growth, Balanced, Capital Development, and
High Yield Sub-Accounts, which commenced operations on May 1, 1998, and the AIM
V.I. Blue Chip Fund, Dent Demographic Trends, Global Growth and Income, and
Telecommunications and Technology Variable Sub-Accounts ("the New
Sub-Accounts"). No Accumulaiton Unit data is shown for the New Sub-Accounts
which commenced operations on January 3, 2000.
<PAGE>
[back cover]
APPENDIX B
MARKET VALUE ADJUSTMENT
The Market Value Adjustment is based on the following:
I = the Treasury Rate for a maturity equal to the applicable Guarantee
Period for the week preceding the establishment of the Guarantee Period.
N = the number of whole and partial years from the date we receive the
withdrawal, transfer, or death benefit request, or from the Payout Start
Date, to the end of the Guarantee Period; and
J = the Treasury Rate for a maturity of length N for the week preceding
the receipt of the withdrawal, transfer, death benefit, or income
payment request. If a note for a maturity of length N is not available,
a weighted average will be used. If N is one year or less, J will be the
1-year Treasury rate.
"Treasury Rate" means the U.S. Treasury Note Constant Maturity Yield as
reported in Federal Reserve Bulletin Release H.15.
The Market Value Adjustment factor is determined from the following formula:
.9 X (I - J) X N
To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn (in excess of the Free
Withdrawal Amount), paid as a death benefit, or applied to an Income Plan, from
a Guarantee Period at any time other than during the 30 day period after such
Guarantee Period expires.
<PAGE>
EXAMPLES OF MARKET VALUE ADJUSTMENT
Purchase Payment: $10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Treasury Rate (at the
time the Guarantee
Period was established): 4.50%
Full Surrender: End of Contract Year 3
NOTE: These examples assume that premium taxes are not applicable.
EXAMPLE 1: (Assumes declining interest rates)
<TABLE>
<S> <C> <C>
Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)^3 = $11,411.66
Step 2. Calculate the Free Withdrawal Amount: .10 X $10,000.00 = $1,000.00
Step 3. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,000.00) = $450.00
Step 4. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%
730 Days
--------
N = 365 days = 2
Market Value Adjustment Factor: .9 X(I-J) X N
= .9 X (.045 - .042) X (2) = .0054
Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment:
= .0054 X ($11,411.66-$1,000) = $56.22
Step 5. Calculate the amount received by Contract owner as
result of full withdrawal at the end of Contract Year 3: $11,411.66-$450.00+ $56.22 = $11,017.88
</TABLE>
<PAGE>
EXAMPLE 2: (Assumes rising interest rates)
<TABLE>
<S> <C> <C>
Step 1. Calculate Contract Value at End of Year 3: $10,000.00 X(1.045)^3 = $11,411.66
Contract Year 3:
Step 2. Calculate the Free Withdrawal Amount: .10 X ($10,000.00) = $1,000.00
Step 3. Calculate the Withdrawal Charge: .05 X ($10,000.00 - $1,000.00) = $450.00
Step 4. Calculate the Market Value Adjustment I = 4.5%
J = 4.8%
730 days
--------
N = 365 days = 2
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.045 - .048) X (2) = -.0054
Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment
= -.0054 X($11,411.66 - $1,000.00) = - $56.22
Step 5. Calculate the amount received by Contract owner as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $450.00 - 56.22 = $10,905.44
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
Description
Additions, Deletions or Substitutions of Investments.
The Contract
Purchases
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements
This prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. We do not authorize anyone to provide
any information or representations regarding the offering described in this
prospectus other than as contained in this prospectus.
C-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of Glenbrook Life and Annuity Company ("Registrant") provide
that Registrant will indemnify its officers and directors for certain damages
and expenses that may 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 16. EXHIBITS.
Exhibit No. Description
(1) Form of Underwriting Agreement (Incorporated herein by reference to
Post-Effective Amendment No. 1 to Registrant's Form S-1 Registration
Statement (File No. 033-62193) dated March 22, 1996.)
(2) None
(4) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract and Application (Incorporated herein by
reference to the initial filing of the Form N-4 Registration Statement
(File No. 33-62203)dated August 28, 1995.)
(5)(a)Opinion of General Counsel re: Legality (Previously filed in initial
filing of this Registration Statement (File No. 033-62193) dated
August 28, 1995.)
(5)(b)Opinion of General Counsel re: Legality (Previously filed in Post
Effective Amendment No. 1 to this Registration Statement (File No.
033-62193) dated April 30, 1999.)
(8) None
(11) None
(12) None
(15) None
(23)(a) Independent Auditors' Consent
(23)(b) Consent of Freedman, Levy, Kroll & Simonds
(24)(a) Powers of Attorney for Thomas J. Wilson II, Michael J. Velotta,
Sarah R. Donahue, Brent H. Hamann, John R. Hunter, Kevin R. Slawin,
Timothy N. Vander Pas, and G. Craig Whitehead
(25) None
(26) None
(27) Not applicable
(99) Form of Resolution of Board of Directors (Incorporated herein by reference
to Post-Effective Amendment No. 1 to Registrant's Form S-1 Registration
Statement (File No. 033-92842) dated April 9, 1996.)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to the 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; and
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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;
(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 may be permitted to directors, officers and controlling persons of the
registrant, Glenbrook Life and Annuity Company, pursuant to the foregoing
provisions, or otherwise, the 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 than the
payment by registrant of expenses incurred or paid by a director, officer or
controlling person of the 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, the 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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3, and has duly caused this amended Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Northfield, State of Illinois, on the 20TH day of April, 2000.
GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
By:/s/ MICHAEL J. VELOTTA
------------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons in their
capacities and on the 20th day of April, 2000.
<TABLE>
<CAPTION>
<S> <C>
*/THOMAS J. WILSON, II President, Chief Operating Officer,
Thomas J. Wilson, II and Director (Principal Executive Officer)
/s/MICHAEL J. VELOTTA Vice President, Secretary,
Michael J. Velotta General Counsel, and Director
*/JOHN R. HUNTER Vice President and Director
John R. Hunter
*/KEVIN R. SLAWIN Vice President and Director
Kevin R. Slawin (Principal Financial Officer)
*/SARAH R. DONAHUE Assistant Vice President and Director
Sarah R. Donahue
*/TIMOTHY N. VANDER PAS Assistant Vice President and Director
Timothy N. Vander Pas
*/G. CRAIG WHITEHEAD Assistant Vice President and Director
G. Craig Whitehead
*/BRENT H. HAMANN Director
Brent H. Hamann
*/SAMUEL H. PILCH Controller
Samuel H. Pilch (Principal Accounting Officer)
*/ By Michael J. Velotta, pursuant to Power of Attorney filed herewith.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
Exhibit 23(a) Independent Auditors' Consent
Exhibit 23(b) Consent of Freedman, Levy, Kroll & Simonds
Exhibit 24(a) Powers of Attorney for Thomas J. Wilson II,
Michael J. Velotta, Sarah R. Donahue, Brent H. Hamann,
John R. Hunter, Kevin R. Slawin,Timothy N. Vander Pas,
and G. Craig Whitehead
Exhibit 23(a) Independent Auditors' Consent
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 5 to Registration Statement 033-62193 of Glenbrook Life and Annuity Company
on Form S-3 of our report dated February 25, 2000, appearing in the Annual
Report on Form 10-K of Glenbrook Life and Annuity Company for the year ended
December 31, 1999 and of our reports dated February 25, 2000 and March 27, 2000
appearing in the Statement of Additional Information on Form N-4 dated April 18,
2000 of Glenbrook Life and Annuity Company and Glenbrook Life and Annuity
Company Separate Account A, respectively. We also consent to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
Chicago, Illinois
April 18, 2000
<PAGE>
Exhibit 23(b) Consent of Freedman, Levy, Kroll & Simonds
FREEDMAN, LEVY, KROLL & SIMONDS
CONSENT OF
FREEDMAN, LEVY, KROLL & SIMONDS
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus contained in Post-Effective Amendment No. 5 to the
Form S-3 Registration Statement of Glenbrook Life and Annuity Company (File No.
033-62193).
/s/ Freedman, Levy, Kroll & Simonds
FREEDMAN, LEVY, KROLL & SIMONDS
Washington, D.C.
April 19, 2000
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Thomas J. Wilson, II, whose
signature appears below, constitutes and appoints Michael J. Velotta, his
attorney in fact, with full power of substitution, and him in any and all
capacities, to sign any Registration Statements and amendments thereto for the
Registrant, Glenbrook Life and Annuity Company, and to file the same with the
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney in fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
April 20, 2000
Date
/s/THOMAS J. WILSON, II
Thomas J. Wilson, II
President, Chief Operating Officer
(Principal Executive Officer) and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Michael J. Velotta, whose signature
appears below, constitutes and appoints Thomas J. Wilson, II, his attorney in
fact, with full power of substitution, and him in any and all capacities, to
sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
April 20, 2000
Date
/s/MICHAEL J. VELOTTA
Michael J. Velotta
Vice President, Secretary,
General Counsel and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Sarah R. Donahue, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) her
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/SARAH R. DONAHUE
Sarah R. Donahue
Assistant Vice President and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that John R. Hunter, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) his
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/JOHN R. HUNTER
John R. Hunter
Vice President and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Samuel H. Pilch, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) his
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/SAMUEL H. PILCH
Samuel H. Pilch
Controller (Principal Accounting
Officer)
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Kevin R. Slawin, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) his
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/KEVIN R. SLAWIN
Kevin R. Slawin
Vice President and Director
(Principal Financial Officer)
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Timothy N. Vander Pas, whose
signature appears below, constitutes and appoints Thomas J. Wilson II, and
Michael J. Velotta, and each of them (with full power to each of them to act
alone) his attorney in fact, with power of substitution, and him in any and all
capacities, to sign any Registration Statements and amendments thereto for the
Registrant, Glenbrook Life and Annuity Company, and to file the same with the
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney in fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
April 20, 2000
Date
/s/TIMOTHY N. VANDER PAS
Timothy N. Vander Pas
Assistant Vice President and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that Brent H. Hamann, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) his
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/BRENT H. HAMANN
Brent H. Hamann
Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
AIM VARIABLE ANNUITY I
Know all men by these presents that G. Craig Whitehead, whose signature
appears below, constitutes and appoints Thomas J. Wilson II, and Michael J.
Velotta, and each of them (with full power to each of them to act alone) his
attorney in fact, with power of substitution, and him in any and all capacities,
to sign any Registration Statements and amendments thereto for the Registrant,
Glenbrook Life and Annuity Company, and to file the same with the exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
April 20, 2000
Date
/s/G. CRAIG WHITEHEAD
G. Craig Whitehead
Assistant Vice President and Director
