FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-62193
33-91916
33-92842
333-00987
333-07275
333-50873
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 35-1113325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices)(Zip Code)
847/402-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes../X/.. No
Indicate the number of shares of each of the issuer's classes of common
stock, as of September 30, 2000; there were 5,000 shares of common capital stock
outstanding, par value $500 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Operations
Three Months Ended September 30, 2000 and
September 30, 1999 (Unaudited)
Nine Months Ended September 30, 2000 and
September 30, 1999 (Unaudited).................................. 3
Statements of Financial Position
September 30, 2000(Unaudited) and December 31, 1999............. 4
Statements of Cash Flows
Nine Months Ended September 30, 2000 and
September 30, 1999 (Unaudited).................................. 5
Notes to Financial Statements.................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................13
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS*........................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................13
SIGNATURE PAGE...............................................................15
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------------- ---------------------------------------
--------------------------------------- ---------------------------------------
($ in thousands) 2000 1999 2000 1999
------------------ ----------------- ----------------- ------------------
------------------ ----------------- ----------------- ------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net investment income $ 2,762 $ 1,682 $ 8,017 $ 4,864
Realized capital gains and losses 1 (69) 91 360
--------------- ------------- -------------- ---------------
Income from operations
before income tax expense 2,763 1,613 8,108 5,224
Income tax expense 966 555 2,834 1,816
--------------- ------------- -------------- ---------------
Net income $ 1,797 $ 1,058 $ 5,274 $ 3,408
=============== ============= ============== ===============
</TABLE>
See notes to financial statements.
3
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------- -------------------
------------------- -------------------
($ in thousands, except par value data) (Unaudited)
<S> <C> <C>
Assets
Fixed income securities, at fair value
(amortized cost $149,930 and $94,173 ) $ 151,516 $ 92,937
Short-term 4,522 53,063
------------------ -----------------
Total investments 156,038 146,000
Cash - 9
Reinsurance recoverable from
Allstate Life Insurance Company, net 4,635,195 4,144,165
Deferred income taxes - 293
Other assets 3,755 2,706
Separate Accounts 1,889,300 1,541,756
------------------ -----------------
Total assets $ 6,684,288 $ 5,834,929
================== =================
Liabilities
Reserve for life-contingent contract benefits $ 6,065 $ 800
Contractholder funds 4,629,131 4,143,365
Current income taxes payable 5,242 2,360
Deferred income taxes 647 -
Payable to affiliates, net 4,269 4,122
Separate Accounts 1,889,300 1,541,756
------------------ -----------------
Total liabilities 6,534,654 5,692,403
------------------ -----------------
Commitments and Contingent Liabilities (Note 4)
Shareholder's equity
Common stock, $500 par value, 10,000 shares
authorized, 5,000 issued and outstanding 2,500 2,500
Additional capital paid-in 119,241 119,241
Retained income 26,862 21,588
Accumulated other comprehensive income:
Unrealized net capital gains (losses) 1,031 (803)
------------------ -----------------
Total accumulated other comprehensive income 1,031 (803)
------------------ -----------------
Total shareholder's equity 149,634 142,526
------------------ -----------------
Total liabilities and shareholder's equity $ 6,684,288 $ 5,834,929
================== =================
</TABLE>
See notes to financial statements.
4
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------
-----------------------------------------
($ in thousands) 2000 1999
------------------ ------------------
------------------ ------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 5,274 $ 3,408
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization and other non-cash items (420) (8)
Realized capital gains and losses (91) (360)
Changes in:
Income taxes payable 2,834 (331)
Other operating assets and liabilities (931) 288
--------------- --------------
Net cash provided by operating activities 6,666 2,997
--------------- --------------
Cash flows from investing activities
Fixed income securities
Proceeds from sales 6,227 7,116
Investment collections 2,128 4,297
Investment purchases (63,937) (18,394)
Change in short-term investments, net 48,907 3,984
--------------- --------------
Net cash used in investing activities (6,675) (2,997)
--------------- --------------
Net (decrease) increase in cash (9) -
Cash at the beginning of period 9 -
--------------- --------------
Cash at end of period $ - $ -
=============== ==============
</TABLE>
See notes to financial statements.
5
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of
Glenbrook Life and Annuity Company (the "Company"), a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly
owned by Allstate Insurance Company ("AIC"), a wholly owned subsidiary of
The Allstate Corporation (the "Corporation").
The financial statements and notes as of September 30, 2000, and for
the three month and nine month periods ended September 30, 2000 and 1999,
are unaudited. The financial statements reflect all adjustments (consisting
only of normal recurring accruals) which are, in the opinion of management,
necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods. These financial
statements and notes should be read in conjunction with the financial
statements and notes thereto included in the Glenbrook Life and Annuity
Company Annual Report on Form 10-K for 1999. The results of operations for
the interim periods should not be considered indicative of results to be
expected for the full year.
2. Reinsurance
The Company has reinsurance agreements whereby substantially all
contract charges, credited interest, policy benefits and certain expenses
are ceded to ALIC and reflected net of such reinsurance in the statements
of operations. Reinsurance recoverable and the related reserve for
life-contingent contract benefits and contractholder funds are reported
separately in the statements of financial position. The Company continues
to have primary liability as the direct insurer for risks reinsured.
Investment income earned on the assets which support contractholder
funds and the reserve for life-contingent contract benefits is not included
in the Company's financial statements as those assets are owned and managed
by ALIC under the terms of reinsurance agreements. The following table
summarizes amounts which were ceded to ALIC under reinsurance agreements.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------- -----------------------------------
($ in thousands) 2000 1999 2000 1999
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Contract charges $10,009 $ 6,924 $ 28,542 $ 19,540
Credited interest, policy benefits
and certain expenses 75,312 59,740 245,315 177,233
</TABLE>
6
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Comprehensive Income
The components of other comprehensive income on a pretax and after-tax
basis are as follows:
<TABLE>
<CAPTION>
Three months ended September 30,
-----------------------------------------------------------------------------
($ in thousands) 2000 1999
------------------------------------- ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and
losses:
Unrealized holding gains (losses)
arising during the period $ 2,167 $ (758) $ 1,409 $ (951) $ 334 $ (617)
Less: reclassification
adjustments 1 - 1 (69) 24 (45)
----------- ---------- ---------- ---------- -------- ---------
Unrealized net capital gains (losses) 2,166 (758) 1,408 (882) 310 (572)
----------- ---------- ---------- ---------- -------- ---------
Other comprehensive income (loss) $ 2,166 $ (758) 1,408 $ (882) $ 310 (572)
=========== ========== ========== ========
Net income 1,797 1,058
---------- ---------
Comprehensive income (loss) $ 3,205 $ 486
========== =========
Nine months ended September 30,
-----------------------------------------------------------------------------
($ in thousands) 2000 1999
------------------------------------- ------------------------------------
After- After-
Pretax Tax Tax Pretax Tax tax
Unrealized capital gains and
losses:
Unrealized holding gains (losses)
arising during the period $ 2,809 $ ( 983) $ 1,826 $ (5,926) $ 2,075 $ (3,851)
Less: reclassification
adjustments (13) 5 (8) 360 (126) 234
---------- ---------- --------- ---------- -------- ---------
Unrealized net capital gains (losses) 2,822 (988) 1,834 (6,286) 2,201 (4,085)
---------- ---------- --------- ---------- -------- ---------
Other comprehensive income (loss) $ 2,822 $ (988) 1,834 $ (6,286) $ 2,201 (4,085)
========== ========== ========== ========
Net income 5,274 3,408
--------- ---------
Comprehensive income (loss) $ 7,108 $ (677)
========= =========
</TABLE>
7
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Regulation and Legal Proceedings
The Company's business is subject to the effects of a changing social,
economic and regulatory environment. Recent public and regulatory
initiatives have varied and include employee benefit regulations, removal
of barriers preventing banks from engaging in the securities and insurance
business, tax law changes affecting the taxation of insurance companies,
and the tax treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles. The ultimate changes
and eventual effects, if any, of these initiatives are uncertain.
In the normal course of its business, the Company is involved in
pending or threatened litigation and regulatory actions in which claims for
monetary damages are asserted. At this time, based on their present status,
it is the opinion of management, that the ultimate liability, if any, in
one or more of these actions in excess of amounts currently reserved is not
expected to have a material effect on the results of operations, liquidity
or financial position of the Company.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
The following discussion highlights significant factors influencing results
of operations and changes in financial position of Glenbrook Life and Annuity
Company (the "Company"). It should be read in conjunction with the financial
statements and related notes thereto found under Part I. Item 1 contained herein
and with the discussion, analysis, financial statements and notes thereto in
Part I. Item 1 and Part II. Items 7 and 8 of the Glenbrook Life and Annuity
Company Annual Report on Form 10-K for the year ended December 31, 1999.
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is a wholly owned subsidiary of Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"), markets savings and life insurance products through banks and
securities firms. Savings products include deferred annuities and immediate
annuities without life contingencies. Deferred annuities include fixed rate,
market value adjusted, indexed and variable annuities. Life insurance consists
of interest-sensitive life and variable life insurance.
The Company has identified itself as a single segment entity.
The assets and liabilities related to variable annuity and variable life
contracts are legally segregated and reflected as Separate Accounts. The assets
of the Separate Accounts are carried at fair value. Separate Accounts
liabilities represent the contractholders' claims to the related assets and are
carried at the fair value of the assets. In the event that the asset value of
certain contractholder accounts are projected to be below the value guaranteed
by the Company, a liability is established through a charge to earnings.
Investment income and realized capital gains and losses of the Separate Accounts
accrue directly to the contractholders and therefore, are not included in the
Company's statements of operations.
<TABLE>
<CAPTION>
Results of Operations
($ in thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Net investment income $ 2,762 $ 1,682 $ 8,017 $ 4,864
=========== =========== =========== ===========
Realized capital gains
(losses), after tax $ 1 $ (45) $ 59 $ 234
=========== =========== =========== ===========
Net income $ 1,797 $ 1,058 $ 5,274 $ 3,408
=========== =========== =========== ===========
</TABLE>
The Company has reinsurance agreements under which substantially all
contract and policy related transactions are transferred to ALIC. The Company's
results of operations include only net investment income and realized capital
gains and losses earned on the assets of the Company that are not transferred
under the reinsurance agreements.
Net income for the third quarter and first nine months of 2000 increased
69.8% to $1.8 million and 54.8% to $5.3 million, respectively, over the same
periods in 1999, primarily due to increased net investment income during both
periods. Net investment income for the three month and nine month periods ended
September 30, 2000 increased 64.2% to $2.8 million and 64.8% to $8.0 million,
respectively, primarily due to higher investment balances which resulted from a
capital contribution from ALIC in the fourth quarter of 1999. Realized capital
gains, after tax, increased to $1 thousand during the third quarter versus
realized capital losses, after tax, of $45 thousand in the third quarter of
1999, and decreased during the first nine months of 2000 to $59 thousand from
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
$234 thousand in the first nine months of 1999. Period to period fluctuations in
realized capital gains are largely the result of timing of sales, reflecting
management's decision on positioning the portfolio, as well as assessments of
individual securities and overall market conditions.
<TABLE>
<CAPTION>
Financial Position
($ in thousands)
September 30, December 31,
2000 1999
------------------------- -----------------------
<S> <C> <C>
Fixed income securities (1) $ 151,516 $ 92,937
Short-term investments 4,522 53,063
----------- -----------
Total investments $ 156,038 $ 146,000
=========== ===========
Reinsurance recoverable from ALIC, net $ 4,635,195 $ 4,144,165
=========== ===========
Separate Account assets and liabilities $ 1,889,300 $ 1,541,756
=========== ===========
Contractholder funds $ 4,629,131 $ 4,143,365
=========== ===========
</TABLE>
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $149,930 and $94,173 at September 30, 2000 and December 31, 1999,
respectively.
Total investments were $156.0 million at September 30, 2000 compared to
$146.0 million at December 31, 1999. The increase was due to positive cash flows
generated from operations and higher unrealized net capital gains on fixed
income securities. At September 30, 2000, unrealized net capital gains on fixed
income securities were $1.6 million compared to unrealized net capital losses of
$1.2 million at December 31, 1999. Investments at September 30, 2000, excluding
Separate Accounts and unrealized gains and losses on fixed income securities,
grew 4.9% from December 31, 1999.
At September 30, 2000, all of the Company's fixed income securities
portfolio is rated investment grade, which is defined by the Company as a
security having a National Association of Insurance Commissioners ("NAIC")
rating of 1 or 2, a Moody's rating of Aaa, Aa, A or Baa, or a comparable Company
internal rating.
During the nine months ended September 30, 2000, amounts recoverable from
ALIC increased by $491.0 million and contractholder funds increased by $485.8
million as compared to December 31, 1999 balances. The increases resulted from
sales of the Company's fixed rate annuity contracts by banks, interest credited
to contractholder funds, partially offset by surrenders and withdrawals, death
benefits and transfers from the fixed account contract option to variable
Separate Accounts funds. As the Company's interest-sensitive life policies and
annuity contracts in-force grow and age, the dollar amount of surrenders and
withdrawals will likely increase. While the overall amount of surrenders may
increase in the future, a significant increase in the level of surrenders
relative to total contractholder account balances is not anticipated.
Reinsurance recoverable from ALIC relates to contract benefit obligations ceded
to ALIC.
Separate Accounts assets and liabilities increased 22.5% to $1.89 billion
at September 30, 2000 as compared to the December 31, 1999 balance. The
increases were primarily attributable to increased sales of variable annuity
contracts by securities firms and transfers from the fixed account contract
option to variable Separate Accounts funds, partially offset by surrenders and
withdrawals.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
Liquidity and Capital Resources
Under the terms of reinsurance agreements, substantially all deposits,
excluding those relating to Separate Accounts, are transferred to ALIC, which
maintains the investment portfolios supporting the Company's products.
Substantially all payments of policyholder claims, benefits, contract
maturities, contract surrenders and withdrawals and certain operating costs are
also reimbursed by ALIC, under the terms of the reinsurance agreements. The
Company continues to have primary liability as a direct insurer for risks
reinsured. The Company's ability to meet liquidity demands is dependent on
ALIC's ability to meet those demands. ALIC's claims-paying ability was rated
Aa2, AA+ and A+ by Moody's, Standard and Poor's and A.M. Best, respectively, at
September 30, 2000.
The primary sources for the remainder of the Company's funds are the
collection of principal and interest from the investment portfolio and capital
contributions from ALIC. The primary uses for the remainder of the Company's
funds are to purchase investments and pay costs associated with the maintenance
of the Company's investment portfolio.
At September 30, 2000, the Moody's, Standard and Poor's and A.M. Best
claims-paying ratings for the Company were Aa2, AA+ and A+, respectively.
Forward-Looking Statements
This document contains "forward-looking statements" that anticipate results
based on management's plans that are subject to uncertainty. These statements
are made subject to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like "plans," "expects,"
"will," "anticipates," "estimates," "intends," "believes," "likely" and other
words with similar meanings. These statements may address, among other things,
our strategy for growth, product development, regulatory approvals, market
position, expenses, financial results and reserves. Forward-looking statements
are based on management's current expectations of future events. We cannot
guarantee that any forward-looking statement will be accurate. However, we
believe that our forward-looking statements are based on reasonable, current
expectations and assumptions. We assume no obligation to update any
forward-looking statements as a result of new information or future events or
developments.
If the expectations or assumptions underlying our forward-looking
statements prove inaccurate or if risks or uncertainties arise, actual results
could differ materially from those communicated in our forward-looking
statements. In addition to the normal risks of business, the Company is subject
to significant risk factors, including those listed below which apply to it as
an insurance business.
o Changes in market interest rates can have adverse effects on the Company's
investment portfolio, investment income, product sales and results of
operations, generally. Increases in market interest rates have an adverse
impact on the value of the investment portfolio by decreasing unrealized
capital gains on fixed income securities. In addition, increases in market
interest rates as compared to rates offered on some of the Company's
products could make those products less attractive and lead to lower sales
and/or increase the level of surrenders on these products. Declining market
interest rates could have an adverse impact on the Company's investment
income as the Company reinvests proceeds from positive cash flows from
operations and from maturing and called investments into new investments
that could be yielding less than the portfolio's average rate. Additionally
the impact of decreasing Separate Account balances resulting from
fluctuating market conditions could cause contract charges realized by the
Company to decrease.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
o In order to meet the anticipated cash flow requirements of the obligations
to policyholders, from time to time the effective duration of the assets
and liabilities of the investment portfolio is adjusted. Those adjustments
may have an impact on the value of the investment portfolio and on
investment income.
o State insurance regulatory authorities require insurance companies to
maintain specified levels of statutory capital and surplus. In addition,
competitive pressures require the Company to maintain financial strength or
claims-paying ability ratings. These restrictions affect the Company's
ability to use its capital.
o The Company distributes some of its products under agreements with other
financial services entities. Termination of such agreements due to changes
in control of these non-affiliated entities could have a detrimental effect
on the Company's sales. This risk may be increased due to the enactment of
the Gramm-Leach-Bliley Act of 1999, which eliminates many federal and state
law barriers to affiliations among banks, securities firms, insurers and
other financial service providers.
o A number of enacted and pending legislative measures may lead to increased
consolidation and increased competition in the financial services industry.
At the federal level, these measures include the Gramm-Leach-Bliley Act of
1999, which eliminates many federal and state law barriers to affiliations
among banks, securities firms, insurers and other financial service
providers. At the state level, these measures include legislation to permit
mutual insurance companies to convert to a hybrid structure known as a
mutual holding company, thereby allowing insurance companies owned by their
policyholders to become stock insurance companies owned (through one or
more intermediate holding companies) at least 51% by their policyholders
and potentially up to 49% by stockholders. Also several large mutual life
insurers have used or are expected to use existing state laws and
regulations governing the conversion of mutual insurance companies into
stock insurance companies (demutualization). These measures may also
increase competition for capital among financial service providers.
o Deferred annuities and interest-sensitive life insurance products receive
favorable policyholder taxation under current tax laws and regulations. Any
legislative or regulatory changes that adversely alter this treatment are
likely to negatively affect the demand for these products.
o Financial strength ratings have become an increasingly important factor in
establishing the competitive position of insurance companies and may
generally be expected to have an effect on an insurance company's business.
On an ongoing basis, rating organizations review the financial performance
and condition of insurers. Downgrades in one or more of the ratings of the
Company could have a material adverse effect on the Company's business,
financial condition and results of operations.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its Board of Directors know of no material legal
proceedings pending to which the Company is a party or which would
materially affect the Company. The Company is involved in pending and
threatened litigation in the normal course of its business in which claims
for monetary damages are asserted. Management, after consultation with
legal counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
(2) None
(3)(i) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Glenbrook Life and Annuity Company (Incorporated herein
by reference to the Company's Form 10-K Annual Report for the year ended
December 31, 1998)
(3)(ii) Amended and Restated By-laws of Glenbrook Life and Annuity Company
(Incorporated herein by reference to the Company's Form 10-K Annual Report
for the year ended December 31, 1998)
(4) None
(10)(a) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company effective June 5, 1992 along with Amendment
No. 1 thereto, dated June 8, 1995 and Amendment No. 2 thereto, dated
November 3, 1995 (Incorporated herein by reference to the Company's Initial
filing of Form S-1 Registration Statement (File No. 333-67275)
(10)(b)Amendment No. 1 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated June 8, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(c)Amendment No. 2 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated November 3, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(d)Amendment No. 3 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated October 28,
1998. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(e)Modified Coinsurance Agreement between Glenbrook Life and Annuity Company
and Allstate Life Insurance Company, effective September 1, 1993.
(Incorporated herein by reference to the Company's Form 10-Q dated May 14,
1999).
(10)(f)Amendment No. 1 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated June
28, 1995. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
(10)(g)Amendment No. 2 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated
November 3, 1995. (Incorporated herein by reference to the Company's Form
10-Q dated May 14, 1999).
(10)(h)Amendment No. 3 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated October
28, 1998. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
13
<PAGE>
(11) Not Required
(15) None
(18) None
(19) None
(22) None
(23) Not required
(24) None
(27) Financial Data Schedule
(b) Reports on 8-K
No reports on Form 8-K were filed during the third quarter of 2000.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 13th day of November, 2000.
GLENBROOK LIFE AND ANNUITY COMPANY
----------------------------------
(Registrant)
/s/THOMAS J. WILSON, II PRESIDENT AND CHIEF OPERATING OFFICER
------------------------ (Principal Executive Officer)
THOMAS J. WILSON, II
/s/ SAMUEL H. PILCH CONTROLLER
------------------------ (Chief Accounting Officer)
SAMUEL H. PILCH
15
<PAGE>
Exhibit Index
Exhibit No. Exhibit
(27) Financial Data Scehdule
