<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
FILE NO. 33-62203
FILE NO. 811-7531
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 POST-EFFECTIVE AMENDMENT NO. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1940 POST-EFFECTIVE AMENDMENT NO. 4 [X]
</TABLE>
GLENBROOK LIFE AND ANNUITY COMPANY
SEPARATE ACCOUNT A
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
3100 Sanders Road
Northbrook, Illinois 60062
(Name of Depositor)
MICHAEL J. VELOTTA
Vice President, Secretary and General Counsel
Glenbrook Life and Annuity Company
3100 Sanders Road
Northbrook, Illinois 60062
847/402-2400
(Name and Complete Address of Agent for Service)
Copies to:
<TABLE>
<S> <C>
JOAN E. BOROS, ESQUIRE JOHN R. HEDRICK, ESQUIRE
Jorden Burt Boros Cicchetti Allstate Life Financial Services, Inc.
Berenson & Johnson LLP 3100 Sanders Road
1025 Thomas Jefferson Street N.W. Northbrook, IL 60062
Suite 400 East
Washington, D.C. 20004
</TABLE>
STATEMENT PURSUANT TO RULE 24f-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
hereby states that, pursuant to paragraph (b)(1), it filed its Rule 24f-2 Notice
for the fiscal year ending December 31, 1997 on February 27, 1998.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
__ IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B) OF RULE 485
X ON MAY 1, 1998 PURSUANT TO PARAGRAPH (B) OF RULE 485
__ 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(I) OF RULE 485
__ ON (DATE) PURSUANT TO PARAGRAPH (A)(I) OF RULE 485
__ 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(II) OF RULE 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
================================================================================
<PAGE> 2
CROSS REFERENCE SHEET
SHOWING LOCATION IN PART A (PROSPECTUS), PART B
(STATEMENT OF ADDITIONAL INFORMATION) AND PART C (OTHER INFORMATION)
AS REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
---------------- ------------------
<S> <C> <C>
PART A: INFORMATION REQUIRED IN A PROSPECTUS
1. Cover Page......................................... Cover Page
2. Definitions........................................ Glossary
3. Synopsis........................................... Highlights; Summary of Variable Account
Expenses
4. Condensed Financial Information --
(a) Chart......................................... Condensed Financial Information
(b) MM Yield....................................... Not Applicable
(c) Location of Others............................ Financial Statements
5. General Description of:............................ --
(a) Depositor..................................... Glenbrook Life and Annuity Company
(b) Registrant..................................... The Variable Account
(c) Portfolio Company............................. The Fund; AIM Variable Insurance Funds,
Inc.;
Investment Advisors for the Fund
(d) Fund Prospectus................................ AIM Variable Insurance Funds
(e) Voting Rights................................. Voting Rights
(f) Administrators................................ Charges & Other Deductions Contract
Maintenance Charge
6. Deductions and Expenses............................ Charges & Other Deductions
(a) General....................................... Charges & Other Deductions
(b) Sales Load Percent............................. Withdrawal Charge
(c) Special Purchase Plans........................ Not Applicable
(d) Commissions.................................... Distribution of the Contracts
(e) Expenses -- Registrant........................ Charges & Other Deductions
(f) Fund Expenses................................. Summary of Variable Account
Expenses; Expenses of the Funds
(g) Organizational Expenses....................... Not Applicable
7. General Description of Variable Annuity Contracts --
(a) Persons with Rights........................... Benefits under the Contract; Payout Start
Date for Income Payments; Voting Rights;
Assignments; Beneficiary
(b) (i) Allocation of Purchase Payments........... Allocation of Purchase Payments
(ii) Transfers................................ Transfers among portfolios
(iii) Exchanges............................... Not Applicable
(c) Changes....................................... Modification
(d) Inquiries...................................... Customer Inquiries
8. Annuity Period..................................... Payout Start Date for Income Payments
(a) Material Factors.............................. Amount of Variable Annuity Income Payments
(b) Dates.......................................... Payout Start Date for Income Payments
(c) Frequency, duration & level................... Amount of Variable Annuity Income Payments
(d) AIR............................................ Amount of Variable Annuity Income Payments
(e) Minimum....................................... Amount of Variable Annuity Income Payments
(f) -- Change Options............................. Transfers among Portfolios
-- Transfer........................................ --
9. Death Benefit...................................... Death Benefit Payable; Death Benefit Amount;
Death Benefit Payment Provisions
10. Purchases and Contract Value....................... --
(a) Purchases..................................... Purchase of the Contracts: Crediting of
Initial
Purchase Payments
(b) Valuation...................................... Accumulation Units; Accumulation Unit Value
(c) Daily Calculation............................. Accumulation Units; Accumulation Unit Value;
Allocation of Purchase Payments
(d) Underwriter.................................... Distribution of the Contracts
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
---------------- ------------------
<S> <C> <C>
11. Redemptions........................................ --
(a) -- By Owners.................................. Withdrawals
(b) -- By Annuitant................................ Income Plans
(c) Texas ORP..................................... Not Applicable
(d) Lapse.......................................... Not Applicable
(e) Free Look..................................... Highlights
12. Taxes.............................................. Federal Tax Matters
13. Legal Proceedings.................................. Not Applicable
14. Table of Contents of the SAI....................... SAI Table of Contents
PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION
15. Cover Page......................................... Cover Page
16. Table of Contents.................................. Table of Contents
17. General Information and History.................... --
(a) Depositor's Name.............................. Glenbrook Life and Annuity Company
(b) Assets of Sub-account.......................... The Variable Account
(c) Control of Depositor.......................... Glenbrook Life and Annuity Company
18. Services........................................... --
(a) Fees and Expenses of Registrant............... Contract Maintenance Charge
(b) Management Contracts........................... Contract Maintenance Charge; Distribution of
the Contracts
(c) Custodian..................................... SAI: Safekeeping of the Variable Account's
Assets
Independent Public Accountant...................... Experts
(d) Assets of Registrant........................... SAI: Safekeeping of the Variable Account
Assets
(e) Affiliated Persons............................ Not Applicable
(f) Principal Underwriter......................... Distribution of the Contracts
19. Purchase of Securities Being Offered............... --
(a) Offering...................................... SAI: Purchase of Contracts
(b) Sales load..................................... Distribution of the Contracts
20. Underwriters....................................... --
(a) Principal Underwriter......................... Distribution of the Contracts
(b) Continuous offering............................ SAI: Purchase of Contracts
(c) Commissions................................... Distribution of the Contracts
(d) Unaffiliated Underwriters...................... N/A
21. Calculation of Performance Data.................... SAI: Performance Data
22. Annuity Payments................................... Income Payments
23. Financial Statements............................... --
(a) Financial Statements of Registrant............ SAI: Variable Account Financial Statements
(b) Financial Statements of Depositor.............. Glenbrook Life and Annuity Company Financial
Statements
PART C: OTHER INFORMATION
24a. Financial Statements............................... Financial Statements
24b. Exhibits........................................... Exhibits
25. Directors and Officers of the Depositor............ Directors and Officers of Depositor
26. Persons Controlled By or Under Common Control with Persons Controlled by or Under Common
Depositor or Registrant............................ Control Depositor or Registrant
27. Number of Contract Owners.......................... Number of Contract Owners
28. Indemnification.................................... Indemnification
29a. Relationship of Principal Underwriter to Other Relationship of Principal Underwriter to
Investment Companies............................... Other Investment Companies
29b. Principal Underwriters............................. Principal Underwriters
29c. Compensation of Underwriter........................ Compensation of Allstate Life Financial
Services, Inc.
30. Location of Accounts and Records................... Location of Accounts and Records
31. Management Services................................ Management Services
32. Undertakings....................................... Undertakings
</TABLE>
<PAGE> 4
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94039
PALATINE, ILLINOIS 60094-4039
1 (800) 776-6978
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE
ANNUITY CONTRACTS
P ------------------------------
PROSPECTUS
MAY 1, 1998
This prospectus describes the AIM Lifetime Plus(SM) Variable Annuity, a
Flexible Premium Deferred Variable Annuity Contract ("Contract") designed to aid
you in long-term financial planning and which can be used for retirement
planning. The Contracts are issued by Glenbrook Life and Annuity Company
("Company"), a wholly owned subsidiary of Allstate Life Insurance Company.
Purchase payments for the Contracts will be allocated to a series of Variable
Sub-accounts of the Glenbrook Life and Annuity Company Separate Account A
("Variable Account") and/or to a Fixed Account option(s) funded through the
Company's general account.
The Contracts are issued as individual Contracts or as group Contracts. In
states where the Contracts are available only as group Contracts, a certificate
is issued that summarizes the provisions of the group Contract. For convenience,
this prospectus refers to both Contracts and certificates as "Contracts."
The Variable Sub-accounts invest in shares of AIM Variable Insurance Funds,
Inc. (the "Fund Series"). Thirteen Funds are currently available for investment
within the Variable Account: (1) AIM V.I. Aggressive Growth Fund; (2) AIM V.I.
Balanced Fund; (3) AIM V.I. Capital Appreciation Fund; (4) AIM V.I. Capital
Development Fund; (5) AIM V.I. Diversified Income Fund; (6) AIM V.I. Global
Utilities Fund; (7) AIM V.I. Government Securities Fund; (8) AIM V.I. Growth
Fund; (9) AIM V.I. Growth and Income Fund; (10) AIM V.I. High Yield Fund; (11)
AIM V.I. International Equity Fund; (12) AIM V.I. Money Market Fund; and (13)
AIM V.I. Value Fund. The Fixed Account and the Funds make up the Investment
Alternatives available to you under the Contract. Not all of the Funds may be
available for investment under your Contract. You should check with your
representative for further information on the availability of the Funds. The
investment advisor for the AIM V.I. Aggressive Growth Fund has determined that,
due to the limited availability of common stocks of small capitalized companies
that meet the investment criteria for the AIM V.I. Aggressive Growth Fund, the
Fund will be closed to new purchasers as soon as reasonably practicable once the
Fund achieves a size in assets under management of $200 million. To the extent
that the Fund is closed, any Owner of a Contract that maintains his allocation
to the Fund will be permitted to allocate additional premium payments to the
Fund despite the closure of the Fund to new allocations.
This prospectus provides information you should know before making a
decision to invest in the Contract and the available Investment Alternatives.
The Contract Value will vary daily as a function of the investment
performance of the Sub-accounts of our Variable Account and any interest
credited to the Fixed Account. The Company does not guarantee any minimum
Contract Value for amounts allocated to the Variable Account. Benefits provided
by this Contract, when based on the Fixed Account, are subject to a Market Value
Adjustment, the operation of which may result in upward or downward adjustments
in withdrawal benefits, death benefits, settlement values, transfers to other
Sub-accounts, or periodic income payments.
THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS WHICH HAVE
RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH
BANKS; HOWEVER, THE CONTRACTS AND THE INVESTMENTS IN THE FUNDS ARE NOT DEPOSITS,
OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, AND THE FUNDS' SHARES
ARE NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
The Company has prepared and filed a Statement of Additional Information
dated May 1, 1998 with the U.S. Securities and Exchange Commission. If you wish
to receive the Statement of Additional Information, you may obtain a free copy
by calling or writing the Company at the address above. For your convenience, an
order form for the Statement of Additional Information may be found on page B-2
of this prospectus. Before ordering, you may wish to review the Table of
Contents of the Statement of Additional Information on page B-1 of this
prospectus. The Statement of Additional Information is incorporated by reference
into this prospectus.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED OR PRECEDED BY A CURRENT
PROSPECTUS FOR AIM VARIABLE INSURANCE FUNDS, INC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE
The Contract is not available in all states.
At least once each Contract Year, the Company will send the Owner an annual
statement that contains certain information pertinent to the individual Owner's
Contract. The annual statement details values and specific Contract data for
each particular Contract. The annual statement does not contain financial
statements of the Company, although the Company's Financial Statements begin on
page F-1 of this prospectus. Our Company files annual and quarterly reports and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference room in Washington, D.C.
You can request copies of these documents upon payment of a duplicating fee, by
writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference room. Our SEC filings are
also available to the public on the SEC Internet site (http://www.sec.gov).
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
<PAGE> 5
TABLE OF CONTENTS
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GLOSSARY................................ 3
HIGHLIGHTS.............................. 4
SUMMARY OF VARIABLE ACCOUNT EXPENSES.... 5
CONDENSED FINANCIAL INFORMATION......... 8
YIELD AND TOTAL RETURN DISCLOSURE....... 8
FINANCIAL STATEMENTS.................... 9
GLENBROOK LIFE AND ANNUITY COMPANY AND
THE VARIABLE ACCOUNT.................. 9
Glenbrook Life and Annuity Company.... 9
The Variable Account.................. 9
THE FUND SERIES......................... 10
AIM Variable Insurance Funds, Inc..... 10
Investment Advisor for the Funds...... 11
FIXED ACCOUNT........................... 11
Example of Interest Crediting During
the Guarantee Period............... 11
Withdrawals or Transfers.............. 13
Market Value Adjustment............... 13
PURCHASE OF THE CONTRACTS............... 13
Purchase Payment Limits............... 13
Free-Look Period...................... 13
Crediting of Initial Purchase
Payment............................ 13
Allocation of Purchase Payments....... 14
Accumulation Units.................... 14
Accumulation Unit Value............... 14
Transfers Among Investment
Alternatives....................... 14
Dollar Cost Averaging................. 14
Automatic Fund Rebalancing............ 15
BENEFITS UNDER THE CONTRACT............. 15
Withdrawals........................... 15
INCOME PAYMENTS......................... 15
Payout Start Date for Income
Payments......................... 15
Variable Account Income Payments... 16
Fixed Amount Income Payments....... 16
Income Plans....................... 16
DEATH BENEFITS.......................... 17
Distribution Upon Death Payment
Provisions......................... 17
Death Benefit Amount.................. 17
CHARGES AND OTHER DEDUCTIONS............ 18
Deductions from Purchase Payments..... 18
Withdrawal Charge (Contingent Deferred
Sales Charge)...................... 18
Contract Maintenance Charge........... 18
Administrative Expense Charge......... 19
Mortality and Expense Risk Charge..... 19
Taxes................................. 19
Transfer Charges...................... 19
Fund Expenses......................... 19
</TABLE>
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GENERAL MATTERS......................... 19
Owner................................. 19
Beneficiary........................... 19
Assignments........................... 20
Delay of Payments..................... 20
Modification....................... 20
Customer Inquiries................. 20
FEDERAL TAX MATTERS..................... 20
Introduction.......................... 20
Taxation of Annuities in General...... 20
Tax Deferral....................... 20
Non-Natural Owners................. 21
Diversification Requirements....... 21
Ownership Treatment................ 21
Delayed Maturity Dates............. 21
Taxation of Partial and Full
Withdrawals...................... 21
Taxation of Annuity Payments....... 22
Taxation of Annuity Death
Benefits......................... 22
Penalty Tax on Premature
Distributions.................... 22
Aggregation of Annuity Contracts... 22
Tax Qualified Contracts............ 22
Restrictions Under Section 403(b)
Plans............................ 22
Roth Individual Retirement
Annuities........................ 22
Income Tax Withholding............. 23
DISTRIBUTION OF THE CONTRACTS........... 23
VOTING RIGHTS........................... 23
SELECTED FINANCIAL DATA................. 24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................ 24
COMPETITION............................. 27
EMPLOYEES............................... 27
PROPERTIES.............................. 27
STATE AND FEDERAL REGULATION............ 28
EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY............................... 28
EXECUTIVE COMPENSATION.................. 29
LEGAL PROCEEDINGS....................... 30
EXPERTS................................. 30
LEGAL MATTERS........................... 30
FINANCIAL STATEMENTS.................... F-1
APPENDIX A -- Market Value Adjustment... A-1
STATEMENT OF ADDITIONAL INFORMATION:
TABLE OF CONTENTS....................... B-1
ORDER FORM.............................. B-2
</TABLE>
2
<PAGE> 6
GLOSSARY
ACCUMULATION UNIT: A measure of your ownership interest in a Sub-account of the
Variable Account prior to the Payout Start Date.
ACCUMULATION UNIT VALUE: The value of each Accumulation Unit which is calculated
each Valuation Date. Each Sub-account of the Variable Account has its own
distinct Accumulation Unit Value.
ANNUITANT(S): The person or persons whose life determines the latest Payout
Start Date and the amount and duration of any income payments for Income Plan
options other than Guaranteed Payments for a Specified Period. Joint Annuitants
are only permitted on or after the Payout Start Date at the Company's
discretion.
BENEFICIARY(IES): The person(s) to whom any benefits are due when a death
benefit is payable and there is no surviving Owner.
COMPANY: Glenbrook Life and Annuity Company.
CONTRACT: The Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract, known as the "AIM Lifetime Plus(SM) Variable
Annuity," and described in this prospectus.
CONTRACT ANNIVERSARY: An anniversary of the date that the Contract was issued.
CONTRACT VALUE: The value of all amounts accumulated under the Contract prior to
the Payout Start Date, equivalent to the Accumulation Units in each Sub-account
of the Variable Account multiplied by the respective Accumulation Unit Value,
plus the value in the Fixed Account.
CONTRACT YEAR: A period of 12 months starting with the issue date or any
Contract Anniversary.
DEATH BENEFIT ANNIVERSARY: Every seventh Contract Anniversary beginning on the
date that the Contract was issued. For example, the issue date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries.
FIXED ACCOUNT: All of the assets of the Company that are not in separate
accounts. Also known as the "Market Value Adjusted Account under this Contract."
GUARANTEE PERIOD: A period of years for which a specified effective annual
interest rate is guaranteed by the Company. A Guarantee Period is established
when purchase payments are allocated to the Fixed Account; when previous
Guarantee Periods of Sub-accounts expire and a new Guarantee Period is selected;
and when You transfer an amount to the Fixed Account.
INCOME PLAN: One of several ways in which a series of payments are made after
the Payout Start Date. Income payments are based on the Contract Value adjusted
by any applicable Market Value Adjustment and applicable taxes on the Payout
Start Date. Income payment amounts may vary based on any Sub-account of the
Variable Account and/or may be fixed for the duration of the Income Plan.
INVESTMENT ALTERNATIVES: The Sub-accounts of the Variable Account and the Fixed
Account.
MARKET VALUE ADJUSTMENT: The Market Value Adjustment is an increase or decrease
in the amount of money distributed from the Fixed Account, prior to the end of
the Guarantee Period, to reflect the impact of changes in interest rates between
the time the Guarantee Period began and the time of distribution.
NON-QUALIFIED CONTRACTS: Contracts other than Qualified Contracts.
OWNER(S)("YOU"): The person or persons designated as the Owner in the Contract.
PAYOUT START DATE: The date on which income payments begin.
QUALIFIED CONTRACTS: Contracts issued under plans that qualify for special
federal income tax treatment under Sections 401(a), 403(a), 403(b), 408 and 408A
of the Internal Revenue Code.
VALUATION DATE: Each day that the New York Stock Exchange is open for business.
The Valuation Date does not include such Federal and non-Federal holidays as are
observed by the New York Stock Exchange.
VALUATION PERIOD: The period between successive Valuation Dates, commencing at
the close of regular trading on the New York Stock Exchange (which is normally
4:00 p.m. Eastern Time) and ending as of the close of regular trading on the New
York Stock Exchange on the next succeeding Valuation Date.
VARIABLE ACCOUNT: Glenbrook Life and Annuity Company Separate Account A, a
separate investment account established by the Company to receive and invest
purchase payments paid under the Contracts.
VARIABLE SUB-ACCOUNT: A portion of the Variable Account invested in shares of a
corresponding Fund. The investment performance of each Variable Sub-account is
linked directly to the investment performance of its corresponding Fund.
3
<PAGE> 7
HIGHLIGHTS
THE CONTRACT
This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of Funds and/or the Fixed
Account. You have access to your monies either through withdrawals of Contract
Value or through periodic income payments. You bear the entire investment risk
for Contract Values and income payments based upon the Variable Account, because
values will vary depending on the investment performance of the Fund(s) you
select. See "Accumulation Unit Value," page 12 and "Income Plans," page 14. You
will also bear the investment risk of adverse changes in interest rates if
amounts are prematurely withdrawn or transferred from the Fixed Account. See
"Fixed Account," page 10.
FREE-LOOK
You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the Fixed
Account. Purchase payments allocated to the Variable Account will be returned
after an adjustment to reflect investment gain or loss that occurred from the
date of allocation through the date of cancellation, unless a refund of purchase
payments is required by state or federal law. See "Free-Look Period," page 12.
HOW TO INVEST
Your first purchase payment must be at least $5,000 (for Qualified
Contracts, $2,000). Subsequent purchase payments must be at least $500. Purchase
payments may also be made pursuant to an Automatic Addition Program. See
"Purchase Payment Limits," page 12. At the time of your application, you will
allocate your purchase payment among the Investment Alternatives. See
"Allocation of Purchase Payment," page 12. All allocations must be in whole
percents from 0% to 100% (total allocation equals 100%) or in whole dollars
(total allocation equals entire dollar amount of purchase payment). Allocations
may be changed by notifying the Company in writing. See "Allocation of Purchase
Payments," page 12.
INVESTMENT ALTERNATIVES
The Variable Account invests in shares of AIM Variable Insurance Funds,
Inc. (the "Fund Series"). The Fund Series has a total of thirteen Funds
available under the Contract. The Funds include: (1) AIM V.I. Aggressive Growth
Fund; (2) AIM V.I. Balanced Fund; (3) AIM V.I. Capital Appreciation Fund; (4)
AIM V.I. Capital Development Fund; (5) AIM V.I. Diversified Income Fund; (6) AIM
V.I. Global Utilities Fund; (7) AIM V.I. Government Securities Fund; (8) AIM
V.I. Growth Fund; (9) AIM V.I. Growth and Income Fund; (10) AIM V.I. High Yield
Fund; (11) AIM V.I. International Equity Fund; (12) AIM V.I. Money Market Fund;
and (13) AIM V.I. Value Fund. The assets of each Fund are held separately from
the other Funds and each has distinct investment objectives and policies which
are described in the accompanying prospectus for the Fund Series. In addition to
the Variable Account, Owners can also allocate all or part of their purchase
payments to the Fixed Account. See "Fixed Account," on page 10.
Not all of the Funds may be available for investment under your Contract.
You should check with your representative for further information on the
availability of the Funds. The investment advisor for the AIM V.I. Aggressive
Growth Fund has determined that, due to the limited availability of common
stocks of small capitalized companies that meet the investment criteria for the
AIM V.I. Aggressive Growth Fund, the Fund will be closed to new purchasers as
soon as reasonably practicable once the Fund achieves a size in assets under
management of $200 million. To the extent that the Fund is closed, any Owner of
a Contract that maintains his allocation to the Fund will be permitted to
allocate additional premium payments to the Fund despite the closure of the Fund
to new allocations.
TRANSFERS AMONG INVESTMENT ALTERNATIVES
Prior to the Payout Start Date, you may transfer amounts among the
Investment Alternatives. The Company reserves the right to assess a $10 charge
on each transfer in excess of twelve per Contract Year. The Company is presently
waiving this charge. Transfers to the Fixed Account must be at least $500.
Certain Fixed Account transfers may be restricted. See "Transfers Among
Investment Alternatives," page 12. You may want to enroll in a Dollar Cost
Averaging Program or an Automatic Fund Rebalancing Program. See "Dollar Cost
Averaging," page 13, and "Automatic Fund Rebalancing," page 13. Transfers made
in the Dollar Cost Averaging Program or the Automatic Fund Rebalancing Program
are not included in the twelve free transfers per Contract Year currently
permitted by the Company.
CHARGES AND DEDUCTIONS
The costs of the Contract include: a contract maintenance charge ($35
annually), a mortality and expense risk charge (deducted daily, equal on an
annual basis to 1.35% of the Contract's daily net assets of the Variable
Account), and an administrative expense charge (deducted daily, equal on an
annual basis to .10% of the Contract's daily net assets of the Variable
Account). The Company reserves the right to assess a transfer charge ($10 on
each transfer in excess of twelve per Contract Year). Additional deductions may
be made for certain taxes. See "Contract Maintenance Charge," page 17,
"Mortality and Expense Risk Charge," page 17, "Administrative Expense Charge,"
page 17, "Transfer Charges," page 17, and "Taxes," page 17.
4
<PAGE> 8
WITHDRAWALS
You may withdraw all or part of the Contract Value before the earliest of
the Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant. Each Contract Year, no withdrawal charges or
Market Value Adjustments will be applied to amounts withdrawn up to 10% of the
amount of purchase payments. Amounts withdrawn in excess of the 10% may be
subject to a withdrawal charge of 0% to 6% depending on how long purchase
payments have been invested in the Contract. Amounts withdrawn from the Fixed
Account, in excess of the 10%, except during the 30 day period after the
Guarantee Period expires, will be subject to a Market Value Adjustment. See
"Withdrawals," page 13, "Withdrawals or Transfers," page 11, and "Taxation of
Annuities in General," page 19.
DEATH BENEFIT
The Company will pay a death benefit prior to the Payout Start Date on the
death of any Owner or, if the Owner is not a natural person, the death of the
Annuitant. See "Death Benefit Amount," page 15.
INCOME PAYMENTS
You will receive periodic income payments beginning on the Payout Start
Date. You may choose among several Income Plans to fit your needs. Income
payments may be received for a specified period or for life (either single or
joint life), with or without a guaranteed number of payments. You can select
income payments that are fixed, variable or a combination of fixed and variable.
See "Income Payments," page 14.
SUMMARY OF VARIABLE ACCOUNT EXPENSES
The following table illustrates all expenses and fees that you will incur.
The expenses and fees set forth in the table are based on charges under the
Contracts and on the expenses of the Variable Account and the underlying Fund
Series.
OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)
<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of purchase
payments)................................................. None
Contingent Deferred Sales Charge (as a percentage of
purchase payments)........................................ *
</TABLE>
<TABLE>
<CAPTION>
APPLICABLE
YEAR APPLICABLE SINCE WITHDRAWAL
PREMIUM PAYMENT ACCEPTED CHARGE PERCENTAGE
------------------------ -----------------
<S> <C>
1st Year............................................... 6%
2nd Year............................................... 6%
3rd Year............................................... 5%
4th Year............................................... 5%
5th Year............................................... 4%
6th Year............................................... 4%
7th Year............................................... 3%
Thereafter............................................. 0%
Transfer Fee................................................ **
Annual Contract Fee......................................... $35***
Variable Account Annual Expenses (as a percentage of the
Contract's average net assets in the Variable Account):
Mortality and Expense Risk Charge........................... 1.35%****
Administrative Expense Charge............................... 0.10%
Total Variable Account Annual Expenses...................... 1.45%
</TABLE>
- ------------
* Each Contract Year up to 10% of the amount of purchase payments may be
withdrawn free from a contingent deferred sales charge or a Market Value
Adjustment.
** No charges will be imposed on the first twelve transfers in any Contract
Year. The Company reserves the right to assess a $10 charge for each
transfer in excess of twelve in any Contract Year, excluding transfers due
to dollar cost averaging and automatic fund rebalancing.
*** The annual Contract Fee will be waived if total purchase payments as of a
Contract Anniversary, or upon a full withdrawal, are $50,000 or if the
entire Contract Value is allocated to the Fixed Account.
**** For amounts allocated to the Variable Account, the Mortality and Expense
Risk Charge and the Administrative Expense Charge are assessed during both
the accumulation and the payout phases of the Contract.
5
<PAGE> 9
FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FUND FEES EXPENSES EXPENSES
---- ---------- -------- ----------
<S> <C> <C> <C>
AIM V.I. Aggressive Growth Fund**........................... 0.80% 0.13% 0.93%
AIM V.I. Balanced Fund**.................................... 0.75% 0.21% 0.96%
AIM V.I. Capital Appreciation Fund.......................... 0.63% 0.05% 0.68%
AIM V.I. Capital Development Fund**......................... 0.75% 0.21% 0.96%
AIM V.I. Diversified Income Fund............................ 0.60% 0.20% 0.80%
AIM V.I. Global Utilities Fund.............................. 0.65% 0.63% 1.28%
AIM V.I. Government Securities Fund......................... 0.50% 0.37% 0.87%
AIM V.I. Growth Fund........................................ 0.65% 0.08% 0.73%
AIM V.I. Growth and Income Fund............................. 0.63% 0.06% 0.69%
AIM V.I. High Yield Fund**.................................. 0.63% 0.25% 0.88%
AIM V.I. International Equity Fund.......................... 0.75% 0.18% 0.93%
AIM V.I. Money Market Fund.................................. 0.40% 0.19% 0.59%
AIM V.I. Value Fund......................................... 0.62% 0.08% 0.70%
</TABLE>
- ---------------
* For the year ended 12/31/97, there were no fee waivers in effect for the
above listed Funds. The expense rations have not been restated.
** For the funds designated above with a double asterisk, expenses have been
estimated based on expenses of existing AIM Variable Insurance Funds. The
expenses are based on projected average net assets as of 12/31/98. Projected
average net assets are based on the assumption that sales are even throughout
the month.
EXAMPLE
You (the Owner) would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return under the following circumstances:
If you terminate your Contract or annuitize for a specified period of less
than 120 months at the end of the applicable time period:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Agressive Growth Fund.............................. $79 $122 $167 $279
AIM V.I. Balanced Fund...................................... $79 $123 $169 $282
AIM V.I. Capital Appreciation Fund.......................... $76 $114 $154 $254
AIM V.I. Capital Development Fund........................... $79 $123 $169 $282
AIM V.I. Diversified Income Fund............................ $78 $118 $161 $266
AIM V.I. Global Utilities Fund.............................. $83 $133 $185 $314
AIM V.I. Government Securities Fund......................... $78 $120 $164 $273
AIM V.I. Growth Fund........................................ $77 $116 $157 $259
AIM V.I. Growth and Income Fund............................. $77 $114 $155 $255
AIM V.I. High Yield Fund.................................... $78 $120 $165 $274
AIM V.I. International Equity Fund.......................... $79 $122 $167 $279
AIM V.I. Money Market Fund.................................. $76 $111 $150 $244
AIM V.I. Value Fund......................................... $77 $115 $155 $256
</TABLE>
6
<PAGE> 10
If you do not terminate your Contract or if you annuitize for a specified
period of 120 months or more at the end of the applicable time period:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Agressive Growth Fund.............................. $25 $77 $131 $279
AIM V.I. Balanced Fund...................................... $25 $78 $133 $282
AIM V.I. Capital Appreciation Fund.......................... $22 $69 $118 $254
AIM V.I. Capital Development Fund........................... $25 $78 $133 $282
AIM V.I. Diversified Income Fund............................ $24 $73 $125 $266
AIM V.I. Global Utilities Fund.............................. $29 $88 $149 $314
AIM V.I. Government Securities Fund......................... $24 $75 $128 $273
AIM V.I. Growth Fund........................................ $23 $71 $121 $259
AIM V.I. Growth and Income Fund............................. $23 $69 $119 $255
AIM V.I. High Yield Fund.................................... $24 $75 $129 $274
AIM V.I. International Equity Fund.......................... $25 $77 $131 $279
AIM V.I. Money Market Fund.................................. $22 $66 $114 $244
AIM V.I. Value Fund......................................... $23 $70 $119 $256
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of the example is to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. Premium taxes, which vary
from 0 - 3.5% depending on the state where the Contract is sold, are not
reflected in the example.
7
<PAGE> 11
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values and Number
of Accumulation Units Outstanding for
Each Sub-Account since Inception
<TABLE>
<CAPTION>
1995 1996 1997
------ --------- ---------
<S> <C> <C> <C>
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.827 11.387
Accumulation Unit Value, End of Period.................... 9.827 11.387 12.739
Number of Units Outstanding, End of Period................ 996 4,471,775 7,850,032
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.068 10.934
Accumulation Unit Value, End of Period.................... 10.068 10.934 11.788
Number of Units Outstanding, End of Period................ 0 747,505 1,950,608
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.209 11.276
Accumulation Unit Value, End of Period.................... 10.209 11.276 13.518
Number of Units Outstanding, End of Period................ 0 163,534 426,581
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.082 10.164
Accumulation Unit Value, End of Period.................... 10.082 10.164 10.835
Number of Units Outstanding, End of Period................ 0 263,768 550,452
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.852 11.466
Accumulation Unit Value, End of Period.................... 9.852 11.466 14.388
Number of Units Outstanding, End of Period................ 104 2,070,239 4,031,175
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.897 11.699
Accumulation Unit Value, End of Period.................... 9.897 11.699 14.496
Number of Units Outstanding, End of Period................ 103 2,425,462 5,374,119
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.103 11.953
Accumulation Unit Value, End of Period.................... 10.103 11.953 12.598
Number of Units Outstanding, End of Period................ 936 1,969,297 3,667,815
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 10.023 10.369
Accumulation Unit Value, End of Period.................... 10.023 10.369 10.745
Number of Units Outstanding, End of Period................ 0 894,947 1,291,169
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period.............. 10.000 9.783 11.090
Accumulation Unit Value, End of Period.................... 9.783 11.090 13.520
Number of Units Outstanding, End of Period................ 966 3,528,353 7,294,719
</TABLE>
All Sub-Accounts commenced operations on December 4, 1995. The Accumulation
Unit Values in this table reflect a Mortality and Expense Risk Charge of 1.35%
and an Administrative Expense Charge of 0.10%.
YIELD AND TOTAL RETURN DISCLOSURE
From time to time the Variable Account may advertise the yield and total
return investment performance of one or more Sub-accounts. Yield and
standardized total return advertisements include all charges and expenses
attributable to the Contracts. Including these fees has the effect of decreasing
the advertised performance of a Sub-account so that a Sub-account's investment
performance will not be directly comparable to that of an ordinary mutual fund.
When a Sub-account advertises its standardized total return it will usually
be calculated for one year, five years, and ten years or since inception if the
Sub-account has not been in existence for such periods. Total return is measured
by comparing the value of an investment in the Sub-account at the end of the
relevant period to the value of the investment at the beginning of the period.
In addition to the standardized total return, the Sub-account may advertise
a non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as
8
<PAGE> 12
the standardized total return described above, except that the withdrawal
charges under the Contract are not deducted. Therefore, a non-standardized total
return for a Sub-account can be higher than a standardized total return for a
Sub-account.
Certain Sub-accounts may advertise yield in addition to total return.
Except in the case of the AIM V.I. Money Market Sub-account, the yield will be
computed in the following manner: the net investment income per unit earned
during a recent one month period is divided by the unit value on the last day of
the period, and then annualized. This figure reflects the recurring charges at
the separate account level.
The AIM V.I. Money Market Sub-account may advertise, in addition to the
total return, either yield or the effective yield. The yield in this case refers
to the income generated by an investment in that Sub-account over a seven-day
period net of recurring charges at the separate account level. The income is
then annualized (i.e., the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment). The effective yield is calculated
similarly but when annualized, the income earned by an investment in the AIM
V.I. Money Market Sub-account is assumed to be reinvested at the end of each
seven-day period. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment during a 52-week
period.
The Variable Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date that the Variable
Account commenced operations. For periods prior to the date the Variable Account
commenced operations, performance information for the Sub-accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-accounts.
Please refer to the Statement of Additional Information for a further
description of the method used to calculate a Sub-account's yield and total
return.
FINANCIAL STATEMENTS
The financial statements of Glenbrook Life and Annuity Company begin on
page F-1 of the prospectus. The financial statements of Glenbrook Life and
Annuity Company Separate Account A may be found in the Statement of Additional
Information, which is incorporated by reference into this prospectus and which
is available upon request. (See order form on page B-2)
GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT
GLENBROOK LIFE AND ANNUITY COMPANY
The Company is the issuer of the Contract. The Company is a stock life
insurance company which was organized under the laws of Illinois in 1992. The
Company was originally organized under the laws of the State of Indiana in 1965.
From 1965 to 1983 the Company was known as "United Standard Life Assurance
Company" and from 1983 to 1992 the Company was known as "William Penn Life
Assurance Company of America." As of the date of this prospectus, the Company is
licensed to operate in the District of Columbia and all states except New York.
The Company intends to market the Contract in those jurisdictions in which it is
licensed to operate. The Company's home office is located at 3100 Sanders Road,
Northbrook, Illinois 60062.
The Company is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws of
Illinois. Allstate Life is a wholly owned subsidiary of Allstate Insurance
Company ("Allstate"), a stock property-liability insurance company incorporated
under the laws of Illinois. All of the outstanding capital stock of Allstate is
owned by The Allstate Corporation ("Corporation"). On June 30, 1995, Sears
Roebuck and Co. ("Sears") distributed its 80.3% ownership in the Corporation to
Sears common shareholders through a tax-free dividend.
The Company and Allstate Life entered into a reinsurance agreement,
effective June 5, 1992. Under the reinsurance agreement, Fixed Account purchase
payments are automatically transferred to Allstate Life and become invested with
the assets of Allstate Life, and Allstate Life accepts 100% of the liability
under such contracts. However, the obligations of Allstate Life under the
reinsurance agreement are to the Company; the Company remains the sole obligor
under the Contract to the Owners.
THE VARIABLE ACCOUNT
Established on September 6, 1995, the Glenbrook Life and Annuity Company
Separate Account A is a unit investment trust registered as such with the
Securities and Exchange Commission under the Investment Company Act of 1940.
Such registration, however, does not signify that the Commission supervises the
management or investment practices or policies of the Variable Account. The
investment performance of the Variable Account is independent of both the
investment performance of the Company's general account and the performance of
any other separate account.
9
<PAGE> 13
The Variable Account has been divided into thirteen Sub-accounts, each of
which invests solely in its corresponding Fund of AIM Variable Insurance Funds,
Inc. Additional Variable Sub-accounts may be added at the discretion of the
Company.
The assets of the Variable Account are held separately from the other
assets of the Company. The assets are not chargeable with liabilities incurred
in the Company's other business operations. Accordingly, the income, capital
gains and capital losses, realized or unrealized, incurred on the assets of the
Variable Account are credited to or charged against the assets of the Variable
Account, without regard to the income, capital gains or capital losses arising
out of any other business the Company may conduct. The Company's obligations
arising under the Contracts are general corporate obligations of the Company.
THE FUND SERIES
The Variable Account will invest in shares of the AIM Variable Insurance
Funds, Inc. (the "Fund Series"). The Fund Series is registered with the
Securities and Exchange Commission as an open-end, series, management investment
company. Registration of the Fund Series does not involve supervision of its
management, investment practices or policies by the Securities and Exchange
Commission. The Funds are designed to provide investment vehicles for variable
insurance contracts of various insurance companies, in addition to the Variable
Account.
Shares of the Funds are not deposits, or obligations of, or guaranteed or
endorsed by any bank and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency.
AIM VARIABLE INSURANCE FUNDS, INC.
AIM Variable Insurance Funds, Inc. offers thirteen Funds for use with this
Contract: (1) AIM V.I. Aggressive Growth Fund; (2) AIM V.I. Balanced Fund; (3)
AIM V.I. Capital Appreciation Fund; (4) AIM V.I. Capital Development Fund; (5)
AIM V.I. Diversified Income Fund; (6) AIM V.I. Global Utilities Fund; (7) AIM
V.I. Government Securities Fund; (8) AIM V.I. Growth Fund; (9) AIM V.I. Growth
and Income Fund; (10) AIM V.I. High Yield Fund; (11) AIM V.I. International
Equity Fund; (12) AIM V.I. Money Market Fund; and (13) AIM V.I. Value Fund. Not
all of the Funds may be available for investment under your Contract. You should
check with your representative for further information on the availability of
the Funds. Each Fund has different investment objectives and policies and
operates as a separate investment fund. The following is a brief description of
the investment objectives and programs of the Funds:
AIM V.I. AGGRESSIVE GROWTH FUND ("AGGRESSIVE GROWTH FUND") is a diversified
Fund which seeks to achieve long-term growth of capital by investing primarily
in common stocks, convertible bonds, convertible preferred stocks and warrants
of companies, which in the opinion of the Fund's investment advisor are expected
to achieve earnings growth over time at a rate in excess of 15% per year.
AIM V.I. BALANCED FUND ("BALANCED FUND") is a diversified Fund which seeks
to achieve as high a total return as possible, consistent with preservation of
capital, by investing in a broadly diversified portfolio of high-yielding
securities, including common stocks, preferred stocks, convertible securities
and bonds. The Fund may invest up to 10% of its total assets in debt securities
rated lower than Baa by Moody's Investors Service, Inc. or BBB by Standard &
Poor's Ratings Services, which are commonly known as "junk bonds."
AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified Fund which seeks to provide capital appreciation through investments
in common stocks, with emphasis on medium-sized and smaller emerging growth
companies.
AIM V.I. CAPITAL DEVELOPMENT FUND ("CAPITAL DEVELOPMENT FUND") is a
diversified Fund which seeks to invest primarily in common stocks, convertible
securities and bonds. The Fund will invest primarily in securities of small and
medium-sized companies (i.e., companies which fall in the smallest 85% by market
capitalization of publicly traded companies in the United States). The Fund may
also register up to 10% of its total assets in securities of other registered
investment companies.
AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a
diversified Fund which seeks to achieve a high level of current income primarily
by investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds"). The risks of investing in junk bonds are
described in the accompanying prospectus for the Fund Series, which should be
read carefully before investing.
AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND") is a
non-diversified Fund which seeks to achieve a high level of current income and,
as a secondary objective, to achieve capital appreciation, by investing
primarily in common and preferred stocks of public utility companies (either
domestic or foreign).
AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
Fund which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt securities
issued, guaranteed or otherwise backed by the U.S. Government.
AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified Fund which seeks to
provide growth of capital through investments primarily in common stocks of
leading U.S. companies considered by AIM to have strong earnings momentum.
10
<PAGE> 14
AIM V.I. GROWTH AND INCOME FUND ("GROWTH AND INCOME FUND") is a diversified
Fund which seeks to provide growth of capital, with current income as a
secondary objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.
AIM V.I. HIGH YIELD FUND ("HIGH YIELD FUND") is a diversified Fund which
seeks to achieve a high level of current income by investing primarily in
publicly traded debt securities of less than investment grade. Debt securities
of less than investment grade are considered "high risk" securities, commonly
referred to as "junk bonds." At least 80% of the value of the Fund's total
assets will be invested in debt securities. The Fund may also invest in
preferred stocks. At least 65% of the value of the Fund's assets will be
invested in high yield debt securities. The securities held by the Fund may be
subject to greater risk of loss of income and principal and are more speculative
in nature.
AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
Fund which seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered by AIM to
have strong earnings momentum.
AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified Fund
which seeks to provide as high a level of current income as is consistent with
the preservation of capital and liquidity by investing in a diversified
portfolio of money market instruments.
AIM V.I. VALUE FUND ("VALUE FUND") is a diversified Fund which seeks to
achieve long-term growth of capital by investing primarily in equity securities
judged by AIM to be undervalued relative to the current or projected earnings of
the companies issuing the securities, or relative to current market values of
assets owned by the companies issuing the securities or relative to the equity
markets generally. Income is a secondary objective.
INVESTMENT ADVISOR FOR THE FUNDS
A I M Advisors, Inc., ("AIM") serves as the investment advisor to each
Fund. AIM was organized in 1976, and together with its domestic subsidiaries,
manages or advises over 50 investment company portfolios (including the Funds)
encompassing a broad range of investment objectives. AIM is a wholly owned
subsidiary of A I M Management Group Inc., ("AIM Management"). AIM Management is
a holding company engaged in the financial services business and is an indirect
wholly owned subsidiary of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are
an independent investment management group engaged in institutional investment
management and retail mutual fund business in the United States, Europe, and the
Pacific Region. AIM manages each Fund's assets pursuant to a master investment
advisory agreement dated February 28, 1997.
There is no assurance that the Funds will attain their respective stated
objectives. Additional information concerning the investment objectives and
policies of the Funds can be found in the current prospectus for the Fund Series
which accompanies this prospectus.
You will find more complete information about the Funds, including the
risks associated with each Fund, in the accompanying prospectus. You should read
the prospectus for the Fund Series in conjunction with this prospectus.
THE FUND SERIES PROSPECTUS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A PARTICULAR VARIABLE
SUB-ACCOUNT.
FIXED ACCOUNT
Purchase payments and transfers allocated to one or more of the Guarantee
Periods become part of the general account of the Company. Guarantee Periods
will be offered at the Company's discretion and may range from one to ten years.
Presently, the Company offers Guarantee Periods of one, three, five, seven and
ten years. The Owner must select the Guarantee Period to which to allocate each
purchase payment and transfer. No less than $500 may be allocated to any one
Guarantee Period. The Company reserves the right to limit the number of
additional purchase payments. The Fixed Account Investment Alternative may not
be available in all states. Please consult with your sales representative for
current information.
Interest is credited daily at a rate which compounds to the effective
annual interest rate declared for each Guarantee Period that has been selected.
The following example illustrates how the value of purchase payments
allocated to the Fixed Account would grow given an assumed purchase payment,
Guarantee Period, and effective annual interest rate:
EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD:
<TABLE>
<S> <C>
Purchase Payment:........................................... $10,000.00
Guarantee Period:........................................... 5 years
Effective Annual Rate:...................................... 4.50%
</TABLE>
11
<PAGE> 15
END OF CONTRACT YEAR:
<TABLE>
<CAPTION>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Beginning Account Value $10,000.00
X (1 + Effective Annual Rate) 1.045
----------
$10,450.00
Account Value at end of Contract Year $10,450.00
1 X (1 + Effective Annual Rate) 1.045
----------
$10,920.25
Account Value at end of Contract Year $10,920.25
2 X (1 + Effective Annual Rate) 1.045
----------
$11,411.66
Account Value at end of Contract Year $11,411.66
3 X (1 + Effective Annual Rate) 1.045
----------
$11,925.19
Account Value at end of Contract Year $11,925.19
4 X (1 + Effective Annual Rate) 1.045
----------
Account Value at end of Guarantee Period: $12,461.82
==========
TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $2,461.82 ($12,461.82 -- $10,000.00)
</TABLE>
NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A withdrawal charge and a Market Value Adjustment
may apply to any amount withdrawn in excess of 10% of the amount of
purchase payments. The hypothetical interest rate is for illustrative
purposes only and is not intended to predict future interest rates to be
declared under the Contract.
The Company has no specific formula for determining the rate of interest
that it will declare initially or in the future. Such interest rates will be
reflective of investment returns available at the time of the determination. In
addition, the management of the Company may also consider various other factors
in determining interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by the Company, general economic
trends, and competitive factors. The Company guarantees that the interest rates
will never be less than the minimum guaranteed rate shown in the Contract. For
current interest rate information, please contact your sales representative or
the Company's Customer Support Unit at 1(800)776-6978.
THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO THE
INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT NOR GUARANTEE
FUTURE INTEREST RATES TO BE DECLARED.
Prior to the end of a Guarantee Period, a notice will be mailed to the
Owner outlining the options available at the end of a Guarantee Period. During
the 30 day period after a Guarantee Period expires the Owner may:
-- take no action and the Company will automatically renew the Account
Value to a Guarantee Period of the same duration as that of the expiring
Guarantee Period and to be established on the day the previous
Guaranteed Period expired; or
-- notify the Company to apply the Account Value to a new Guarantee Period
or periods to be established on the day the previous Guarantee Period
expired; or
-- notify the Company to apply the Account Value to any Sub-account of the
Variable Account on the day we receive the notification; or
-- receive a portion of the Account Value or the entire Account Value
through a partial or full withdrawal that is not subject to a Market
Value Adjustment. In this case, the amount withdrawn will be deemed to
have been withdrawn on the day the Guarantee Period expired.
The Automatic Laddering Program allows the Owner to choose, in advance, one
renewal Guarantee Period for all renewals. The Owner can select the Automatic
Laddering Program at any time during the accumulation phase, including on the
issue date. The Automatic Laddering Program will continue until the Owner gives
written notice to the Company that the program should end. The Company reserves
the right to discontinue this program. For additional information on the
Automatic Laddering Program, please call the Company's Customer Support Unit at
1(800)776-6978.
12
<PAGE> 16
WITHDRAWALS OR TRANSFERS
With the exception of withdrawals made as part of the 10% yearly free
withdrawals and transfers made automatically through the Dollar Cost Averaging
Program, all withdrawals and transfers paid from the Fixed Account other than
during the 30 day period after a Guarantee Period expires are subject to a
Market Value Adjustment.
The amount received by the Owner under a withdrawal request equals the
amount requested, adjusted by any Market Value Adjustment, less any applicable
withdrawal charge (based upon the amount requested prior to any Market Value
Adjustment), less premium taxes and withholding (if applicable).
MARKET VALUE ADJUSTMENT
The Market Value Adjustment reflects the relationship between (1) the
Treasury Rate for the time remaining in the Guarantee Period at the time of the
request for withdrawal or transfer, and (2) the Treasury Rate at the time the
Guarantee Period was established. As such, the Owner bears some investment risk
under the Contract. Treasury Rate means the U.S. Treasury Note Constant Maturity
yield for the preceding week as reported in Federal Reserve Bulletin Release
H.15.
Generally, if the Treasury Rate at the time the Sub-account was established
is higher than the applicable current Treasury Rate (interest rate for a period
equal to the time remaining in the Sub-account), then the Market Value
Adjustment will result in a higher amount payable to the Owner or transferred.
Similarly, if the Treasury Rate at the time the Sub-account was established is
lower than the applicable current Treasury Rate, then the Market Value
Adjustment will result in a lower amount payable to the Owner or transferred.
For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the five year Treasury Rate for that duration
is 4.50%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current two 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 the Owner. Similarly, if the current two 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 the Owner.
The formula for calculating the Market Value Adjustment is set forth in
Appendix A to this prospectus which also contains additional illustrations of
the application of the Market Value Adjustment. The Market Value Adjustment will
be waived on withdrawals taken to satisfy IRS required minimum distribution
rules for this Contract.
PURCHASE OF THE CONTRACTS
PURCHASE PAYMENT LIMITS
Your first purchase payment must be at least $5,000 unless the Contract is
a Qualified Contract, in which case the first purchase payment must be at least
$2,000. All subsequent purchase payments must be $500 or more and may be made at
any time prior to the Payout Start Date. Subsequent purchase payments may also
be made from your bank account through Automatic Additions. Under an Automatic
Additions Program, the minimum purchase payment for allocation to the Variable
Account is $100 and for allocation to the Fixed Account the minimum purchase
payment is $500. Please consult with your sales representative for detailed
information about Automatic Additions.
We reserve the right to limit the amount of purchase payments we will
accept.
FREE-LOOK PERIOD
You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the Fixed
Account. Purchase payments allocated to the Variable Account will be returned
after an adjustment to reflect investment gain or loss that occurred from the
date of allocation through the date of cancellation unless a refund of purchase
payments is required by state or federal law. Your state may require a different
free look period. Please consult your Contract for more information.
CREDITING OF INITIAL PURCHASE PAYMENT
The initial purchase payment accompanied by a duly completed application
will be credited to the Contract within two business days of receipt by us at
our home office. If an application is not duly completed, we will credit the
purchase payments to the Contract within five business days or return it at that
time unless you specifically consent to us holding the purchase payment until
the application is complete. We reserve the right to reject any application.
Subsequent purchase payments will be credited to the Contract at the close of
the Valuation Period in which the purchase payment is received by the Company at
its home office.
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<PAGE> 17
ALLOCATION OF PURCHASE PAYMENTS
On the application, you instruct us how to allocate the purchase payment
among the Investment Alternatives. Purchase payments may be allocated to any
Investment Alternative in whole percents, from 0% to 100% (total allocation must
equal 100%) or in whole dollars (total allocation must equal entire dollar
amount of purchase payment). Unless you notify us in writing otherwise,
subsequent purchase payments are allocated according to the allocation
instructions for the previous purchase payment. Any change in allocation
instructions will be effective at the time we receive the notice in good order.
ACCUMULATION UNITS
Each purchase payment allocated to the Variable Account will be credited to
the Contract as Accumulation Units. For example, if a $10,000 purchase payment
is credited to the Contract when the Accumulation Unit value equals $10, then
1,000 Accumulation Units would be credited to the Contract. The Variable
Account, in turn, purchases shares of the corresponding Fund.
ACCUMULATION UNIT VALUE
The Accumulation Units in each Sub-account of the Variable Account are
valued separately. The value of Accumulation Units will change each Valuation
Period according to the investment performance of the shares purchased by each
Variable Sub-account and the deduction of certain expenses and charges.
The value of an Accumulation Unit in a Variable Sub-account for any
Valuation Period equals the value of the Accumulation Unit as of the immediately
preceding Valuation Period, multiplied by the Net Investment Factor for that
Sub-account for the current Valuation Period. The Net Investment Factor for a
Valuation Period is a number representing the change, since the last Valuation
Date in the value of Sub-account assets per Accumulation Unit due to investment
income, realized or unrealized capital gain or loss, deductions for taxes, if
any, and deductions for the mortality and expense risk charge and administrative
expense charge.
TRANSFERS AMONG INVESTMENT ALTERNATIVES
Amounts may be transferred among Investment Alternatives, subject to the
following restrictions. The Company reserves the right to assess a $10 charge on
each transfer in excess of twelve per Contract Year. The Company is presently
waiving this charge. Transfers to or from more than one Investment Alternative
on the same day are treated as one transfer. Transfers through Dollar Cost
Averaging or Automatic Fund Rebalancing are not included in the twelve free
transfers per Contract Year.
Transfers among Investment Alternatives before the Payout Start Date may be
made at any time. See "Withdrawals or Transfers," page 11 for the requirements
on transfers from the Fixed Account. After the Payout Start Date, transfers
among Sub-accounts of the Variable Account or from a variable amount income
payment to a fixed amount income payment may be made only once every six months
and may not be made during the first six months following the Payout Start Date.
After the Payout Start Date, transfers from a fixed amount income payment are
not allowed.
Telephone transfer requests will be accepted by the Company if received at
1 (800) 776-6978 by 3:00 p.m., Central Time. Telephone transfer requests
received at any other telephone number or after 3:00 p.m., Central Time will not
be accepted by the Company. Telephone transfer requests received before 3:00
p.m., Central Time are effected at the next computed value. In the event that
the New York Stock Exchange ("NYSE") closes early, i.e., before 3:00 p.m.
Central Time, or in the event that the NYSE closes early for a period of time
but then reopens for trading on the same day, telephone transfer requests will
be processed by the Company as of the close of the NYSE on that particular day.
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 NYSE
will not be accepted by the Company.
The Company utilizes procedures which the Company believes will provide
reasonable assurance that telephone authorized transfers are genuine. Such
procedures include taping of telephone conversations with persons purporting to
authorize such transfers and requesting identifying information from such
persons. Accordingly, the Company disclaims any liability for losses resulting
from such transfers by reason of their allegedly not having been properly
authorized. However, if the Company does not take reasonable steps to help
ensure that such authorizations are valid, the Company may be liable for such
losses.
The minimum amount that may be transferred into the Fixed Account is $500.
Any transfer from the Fixed Account at a time other than during the 30 day
period after a Guarantee Period expires will be subject to a Market Value
Adjustment. If any transfer reduces the value in the Fixed Account to less than
$500, the Company will treat the request as a transfer of the entire value.
The Company reserves the right to waive transfer restrictions.
DOLLAR COST AVERAGING
Transfers may be made automatically through Dollar Cost Averaging prior to
the Payout Start Date. Dollar Cost Averaging permits the Owner to transfer a
specified amount monthly, quarterly, semi-annually or annually from the one year
Guarantee Period or from any of
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<PAGE> 18
the Variable Sub-accounts, to any other Sub-account of the Variable Account.
Dollar Cost Averaging cannot be used to transfer amounts to the Fixed Account.
Transfers made through Dollar Cost Averaging are not subject to a Market Value
Adjustment. In addition, such transfers are not assessed a $10 charge and are
not included in the twelve free transfers per Contract Year.
The theory of Dollar Cost Averaging is that, if purchases of equal dollar
amounts are made at fluctuating prices, the aggregate average cost per unit will
be less than the average of the unit prices on the same purchase dates. However,
participation in the Dollar Cost Averaging program does not assure you of a
greater profit from your purchases under the program; nor will it prevent or
alleviate losses in a declining market.
AUTOMATIC FUND REBALANCING
Transfers may be made automatically through Automatic Fund Rebalancing
prior to the Payout Start Date. By electing Automatic Fund Rebalancing, all of
the money allocated to Sub-accounts of the Variable Account will be rebalanced
to the desired allocation on a quarterly basis, determined from the first date
that you decide to rebalance. Each quarter, money will be transferred among
Sub-accounts of the Variable Account to achieve the desired allocation. The
desired allocation will be the allocation initially selected, unless
subsequently changed.
Transfers made through Automatic Fund Rebalancing are not assessed a $10
charge and are not included in the twelve free transfers per Contract Year.
Any money allocated to the Fixed Account will not be included in the
rebalancing.
BENEFITS UNDER THE CONTRACT
WITHDRAWALS
You may withdraw all or part of the Contract Value at any time prior to the
earlier of the death of the Owner (or the Annuitant if the Owner is not a
natural person) or the Payout Start Date. The amount available for withdrawal is
the Contract Value next computed after the Company receives the request for a
withdrawal at its home office, adjusted by any applicable Market Value
Adjustment, less any withdrawal charges, contract maintenance charges and any
premium taxes. See "Charges and Other Deductions," page 16. Withdrawals from the
Variable Account will be paid within seven days of receipt of the request,
subject to postponement in certain circumstances. See "Delay of Payments," page
18.
Money can be withdrawn from the Variable Account or the Fixed Account. To
complete the partial withdrawal from the Variable Account, the Company will
redeem Accumulation Units in an amount equal to the withdrawal and any
applicable withdrawal charge and premium taxes. The Owner must name the
Investment Alternatives from which the withdrawal is to be made. If no
Investment Alternative is named, then the withdrawal request is incomplete and
cannot be honored.
The minimum partial withdrawal is $50. If any withdrawal reduces the value
of the Fixed Account to less than $500, we will treat the request as a
withdrawal of the entire value. If the Contract Value after a partial withdrawal
would be less than $1,000, then the Company will treat the request as one for
termination of the Contract and the entire Contract Value, adjusted by any
Market Value Adjustment, less any charges and premium taxes, will be paid out.
Partial withdrawals may also be taken automatically through Systematic
Withdrawals on a monthly, quarterly, semi-annual or annual basis. Systematic
Withdrawals of $50 or more may be requested at any time prior to the Payout
Start Date. At the Company's discretion, Systematic Withdrawals may not be
offered in conjunction with Dollar Cost Averaging or Automatic Fund Rebalancing.
Partial and full withdrawals may be subject to income tax and a 10% tax
penalty. This tax and penalty are explained in "Federal Tax Matters," on page
18.
After the Payout Start Date, withdrawals are only permitted when payments
from the Variable Account are being made for a specified number of payments only
(i.e. Income Plan 3). In that case, you may terminate the Variable Account
portion of the income payments at any time and receive a lump sum equal to the
commuted balance of the remaining variable payments due, less any applicable
withdrawal charge.
INCOME PAYMENTS
PAYOUT START DATE FOR INCOME PAYMENTS
The Payout Start Date is the day that income payments will start under the
Contract. You may change the Payout Start Date at any time by notifying the
Company in writing of the change at least 30 days before the scheduled Payout
Start Date. The Payout Start Date must be (a) at least one month after the issue
date; and (b) no later than the day the Annuitant reaches age 90, or the 10th
anniversary of the issue date, if later.
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<PAGE> 19
VARIABLE ACCOUNT INCOME PAYMENTS
The amount of Variable Account income payments depends upon the investment
experience of the Sub-accounts selected by the Owner and any premium taxes, the
age and sex of the Annuitant, and the Income Plan chosen. The Company guarantees
that the amount of the income payment will not be affected by (1) actual
mortality experience and (2) the amount of the Company's administration
expenses.
The Contracts offered by this prospectus contain income payment tables that
provide for different benefit payments to men and women of the same age (except
in states which require unisex annuity tables). Nevertheless, in accordance with
the U.S. Supreme Court's decision in Arizona Governing Committee v. Norris, in
certain employment-related situations, annuity tables that do not vary on the
basis of sex will be used.
The total income payments received may be more or less than the total
purchase payments made because (a) Variable Account income payments vary with
the investment results of the underlying Funds, and (b) Annuitants may not live
as long as, or may live longer than, expected.
The Income Plan option selected will affect the dollar amount of each
income payment. For example, if an Income Plan for a Life Income is chosen, the
income payments will be greater than income payments under an Income Plan for a
Life Income with Guaranteed Payments.
If the actual net investment experience of the Variable Account is less
than the assumed investment rate, then the dollar amount of the income payments
will decrease. The dollar amount of the income payments will stay level if the
net investment experience equals the assumed investment rate and the dollar
amount of the income payments will increase if the net investment experience
exceeds the assumed investment rate. For purposes of the Variable Account income
payments, the assumed investment rate is 3 percent. For more detailed
information as to how Variable Account income payments are determined see the
Statement of Additional Information.
FIXED AMOUNT INCOME PAYMENTS
Income payment amounts derived from any amounts allocated to the Fixed
Account during the accumulation phase are fixed for the duration of the Income
Plan. The fixed amount income payment amount is calculated by applying the
portion of the Contract Value in the Fixed Account on the Payout Start Date,
adjusted by any Market Value Adjustment and less any applicable premium tax, to
the greater of the appropriate value from the income payment table selected or
such other value as we are offering at that time.
INCOME PLANS
The Income Plans include:
INCOME PLAN 1--LIFE INCOME WITH GUARANTEED PAYMENTS
The Company will make payments for as long as the Annuitant lives. If the
Annuitant dies before the selected number of guaranteed payments have been made,
the Company will continue to pay the remainder of the guaranteed payments.
INCOME PLAN 2--JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS
The Company will make payments for as long as either the Annuitant or Joint
Annuitant, named at the time of Income Plan selection, is living. If both the
Annuitant and the Joint Annuitant die before the selected number of guaranteed
payments have been made, the Company will continue to pay the remainder of the
guaranteed payments.
INCOME PLAN 3--GUARANTEED NUMBER OF PAYMENTS
The Company will make payments for a specified number of months beginning
on the Payout Start Date. These payments do not depend on the Annuitant's life.
The number of months guaranteed may be from 60 to 360. The mortality and expense
risk charge will be deducted from Variable Account assets supporting these
payments even though the Company does not bear any mortality risk.
The Owner may change the Income Plan until 30 days before the Payout Start
Date. If an Income Plan is chosen which depends on the Annuitant or Joint
Annuitant's life, proof of age will be required before income payments begin.
Applicable premium taxes will be assessed.
In the event that an Income Plan is not selected, the Company will make
income payments in accordance with Income Plan 1 with Guaranteed Payments for
120 Months. At the Company's discretion, other Income Plans may be available
upon request. The Company currently uses sex-distinct annuity tables. However,
if legislation is passed by Congress or the states, the Company reserves the
right to use income payment tables which do not distinguish on the basis of sex.
Special rules and limitations may apply to certain qualified contracts.
If the Contract Value to be applied to an Income Plan is less than $2,000,
or if the monthly payments determined under the Income Plan are less than $20,
the Company may pay the Contract Value adjusted by any Market Value Adjustment
and less any applicable taxes in a lump sum or change the payment frequency to
an interval which results in income payments of at least $20.
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<PAGE> 20
DEATH BENEFITS
DISTRIBUTION UPON DEATH PAYMENT PROVISIONS
A distribution upon death may be paid to the Owner determined immediately
after the death if, prior to the Payout Start Date:
-- any Owner dies; or
-- the Annuitant dies and the Owner is not a natural person.
If the Owner eligible to receive a distribution upon death is not a natural
person, then the Owner may elect to receive the distribution upon death in one
or more distributions. Otherwise, if the Owner is a natural person, the Owner
may elect to receive a distribution upon death in one or more distributions or
periodic payments through an Income Plan.
A death benefit will be paid if: 1) the Owner elects to receive the death
benefit in a single payment distributed within 180 days of the date of death;
and 2) the death benefit is paid as of the day the value of the death benefit is
determined. Otherwise, the settlement value is paid. Although, the Company is
currently waiving the 180 day limitation, the Company reserves the right to
enforce the limitation in the future. The settlement value is the same amount
that would be paid in the event of withdrawal of the Contract Value. The Company
will calculate the settlement value at the end of the Valuation Period
coinciding with the requested distribution date for payment or on the mandatory
distribution date of 5 years after the date of death. In any event, the entire
distribution upon death must be distributed within five years after the date of
death unless an Income Plan is selected or a surviving spouse continues the
Contract in accordance with the following sections:
Payments from the Income Plan must begin within one year of the date of
death and must be payable throughout:
-- the life of the Owner; or
-- a period not to exceed the life expectancy of the Owner; or
-- the life of the Owner with payments guaranteed for a period not to
exceed the life expectancy of the Owner.
If the surviving spouse of the deceased Owner is the new Owner, then the
spouse may elect one of the options listed above or may continue the Contract in
the accumulation phase as if the death had not occurred. The Company will only
permit the Contract to 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.
DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit is equal to the greatest
of:
(a) the Contract Value on the date the Company determines the death
benefit; or
(b) the amount that would have been payable in the event of a full
withdrawal of the Contract Value on the date the Company determines the
death benefit; or
(c) the Contract Value on the Death Benefit Anniversary immediately
preceding the date the Company determines the death benefit adjusted by
any purchase payments, withdrawals and charges made between such Death
Benefit Anniversary and the date the Company determines the death
benefit. A Death Benefit Anniversary is every seventh Contract
Anniversary beginning with the issue date. For example, the issue date,
7th and 14th Contract Anniversaries are the first three Death Benefit
Anniversaries.
In addition to the above options, upon purchase of the Contract, the Owner
can select one of the following enhanced death benefit options:
(A) the greatest of the anniversary values as of the date we determine the
death benefit. The 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 deceased's attained age 75 or 5 years
after the date the Contract was established, if later; or
(B) 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 deceased's 75th birthday or 5 years after the issue date,
if later.
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<PAGE> 21
If neither option is selected by the Owner, the Contract will automatically
include option (A). The value of the death benefit will be determined at the end
of the Valuation Period during which the Company receives a complete request for
payment of the death benefit, which includes due proof of death.
The Company will not settle any death claim until it receives due proof of
death.
CHARGES AND OTHER DEDUCTIONS
DEDUCTIONS FROM PURCHASE PAYMENTS
No deductions are made from purchase payments. Therefore, the full amount
of every purchase payment is invested in the Investment Alternative(s) you
select.
WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)
You may withdraw the Contract Value at any time before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant.
There are no withdrawal charges on amounts withdrawn in a Contract Year up
to 10% of the amount of purchase payments. Amounts withdrawn in excess of this
10% may be subject to a withdrawal charge. Amounts not subject to a withdrawal
charge and not withdrawn in a Contract Year are not carried over to later
Contract Years. Withdrawal charges, if applicable, will be deducted from the
amount paid.
Free withdrawals and other partial withdrawals will be allocated on a first
in, first out basis to purchase payments. For purposes of calculating the amount
of the withdrawal charge, withdrawals are assumed to come from purchase payments
first, beginning with the oldest payment. Withdrawals made after all purchase
payments have been withdrawn will not be subject to a withdrawal charge. For
partial withdrawals, the Contract Value will be adjusted to reflect the amount
of payment received by the Owner, any withdrawal charge, any applicable taxes
and any Market Value Adjustment.
Withdrawals in excess of the free withdrawal amount will be subject to a
withdrawal charge as set forth below:
<TABLE>
<CAPTION>
APPLICABLE
YEAR APPLICABLE SINCE WITHDRAWAL
PREMIUM PAYMENT ACCEPTED CHARGE PERCENTAGE
------------------------ -----------------
<S> <C>
1st Year............................................. 6%
2nd Year............................................. 6%
3rd Year............................................. 5%
4th Year............................................. 5%
5th Year............................................. 4%
6th Year............................................. 4%
7th Year............................................. 3%
Thereafter........................................... 0%
</TABLE>
Withdrawal charges will be used to pay sales commissions and other
promotional or distribution expenses associated with the marketing of the
Contracts.
In addition, federal and state income tax may be withheld from withdrawal
amounts. Certain terminations may also be subject to a federal tax penalty. See
"Federal Tax Matters," page 18.
The Company reserves the right to waive the withdrawal charge with respect
to Contracts issued to employees and registered representatives of any
broker-dealer that has entered into a sales agreement with Allstate Life
Financial Services, Inc. ("ALFS") to sell the Contracts and all wholesalers and
their employees that are under agreement with ALFS to wholesale the Contract. In
addition, the Company will waive any withdrawal charge prior to the Payout Start
Date if at least 30 days after the Contract Date any Owner (or Annuitant if the
Owner is not a natural person) is first confined to a long term care facility or
hospital for at least 90 consecutive days, confinement is prescribed by a
physician and is medically necessary, and the request for a withdrawal and
adequate written proof of confinement are received by us no later than 90 days
after discharge. The withdrawal charge will also be waived on withdrawals taken
to satisfy IRS required minimum distribution rules for this Contract.
CONTRACT MAINTENANCE CHARGE
A contract maintenance charge is deducted annually from the Contract Value
to reimburse the Company for its costs in maintaining each Contract and the
Variable Account. The Company guarantees that the amount of this charge will not
exceed $35 per Contract Year over the life of the Contract. This charge will be
waived if the total purchase payments are $50,000 or more on a Contract
Anniversary or if all money is allocated to the Fixed Account on the Contract
Anniversary.
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<PAGE> 22
Maintenance costs include but are not limited to expenses incurred in
billing and collecting purchase payments; keeping records; processing death
claims, cash withdrawals, and policy changes; proxy statements; calculating
Accumulation Unit and Annuity Unit values; and issuing reports to Owners and
regulatory agencies.
On each Contract Anniversary prior to the Payout Start Date, the contract
maintenance charge will be deducted from Sub-accounts of the Variable Account in
the same proportion that the Owner's value in each bears to the total value in
all Sub-accounts of the Variable Account. After the Payout Start Date, a pro
rata share of the annual contract maintenance charge will be deducted from each
income payment. For example, 1/12 of the $35, or $2.92, will be deducted if
there are twelve income payments during the Contract Year. A full contract
maintenance charge will be deducted if the Contract is terminated on any date
other than a Contract Anniversary.
ADMINISTRATIVE EXPENSE CHARGE
The Company will deduct an administrative expense charge which is equal, on
an annual basis, to .10% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. This charge is designed to cover actual
administrative expenses which exceed the revenues from the contract maintenance
charge. There is no necessary relationship between the amount of administrative
charge imposed on a given Contract and the amount of expenses that may be
attributable to that Contract.
MORTALITY AND EXPENSE RISK CHARGE
The Company will deduct a mortality and expense risk charge which is equal,
on an annual basis, to 1.35% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company guarantees that the amount of
this charge will not increase over the life of the Contract. For amounts
allocated to the Variable Account, the mortality and expense risk charge is
deducted during the accumulation and the payout phases of the Contract.
The mortality risk arises from the Company's guarantee to cover all death
benefits and to make income payments in accordance with the Income Plan selected
and the Income Payment Tables.
The expense risk arises from the possibility that the contract maintenance
and administrative expense charges, both of which are guaranteed not to
increase, will be insufficient to cover actual administrative expenses.
TAXES
The Company will deduct applicable state premium taxes or other similar
policyholder taxes relative to the Contract (collectively referred to as
"premium taxes") either at the Payout Start Date, or when a total withdrawal
occurs. Current premium tax rates range from 0 to 3.5%. The Company reserves the
right to deduct premium taxes from the purchase payments.
At the Payout Start Date, the charge for premium taxes will be deducted
from each Investment Alternative in the proportion that the Owner's value in the
Investment Alternative bears to the total Contract Value.
TRANSFER CHARGES
The Company reserves the right to assess a $10 charge on each transfer in
excess of twelve per Contract Year, excluding transfers through Dollar Cost
Averaging and Automatic Fund Rebalancing. The Company is presently waiving this
charge.
FUND EXPENSES
A complete description of the expenses and deductions from the Funds is
found in the prospectus for the Fund Series which accompanies this prospectus.
GENERAL MATTERS
OWNER
The Owner has the sole right to exercise all rights and privileges under
the Contract, except as otherwise provided in the Contract. The Contract cannot
be jointly owned by both a non-natural person and a natural person.
BENEFICIARY
Subject to the terms of any irrevocable Beneficiary designation, the Owner
may change the Beneficiary at any time by notifying the Company in writing. Any
change will be effective at the time it is signed by the Owner, whether or not
the Annuitant is living when the change is received by the Company. The Company
will not, however, be liable as to any payment or settlement made prior to
receiving the written notice.
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<PAGE> 23
Unless otherwise provided in the Beneficiary designation, if a Beneficiary
predeceases the Owner and there are no other surviving beneficiaries, the new
Beneficiary will be: the Owner's spouse if living; otherwise, the Owner's
children, equally, if living; otherwise, the Owner's estate. Multiple
Beneficiaries may be named. Unless otherwise provided in the Beneficiary
designation, if more than one Beneficiary survives the Owner, the surviving
Beneficiaries will share equally in any amounts due.
ASSIGNMENTS
The Company will not honor an assignment of an interest in a Contract as
collateral or security for a loan. Otherwise, the Owner may assign benefits
under the Contract prior to the Payout Start Date. No Beneficiary may assign
benefits under the Contract until they are due. No assignment will bind the
Company unless it is signed by the Owner and filed with the Company. The Company
is not responsible for the validity of an assignment. 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.
DELAY OF PAYMENTS
Payment of any amounts due from the Variable Account under the Contract
will occur within seven days, unless:
1. The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted;
2. An emergency exists as defined by the Securities and Exchange
Commission; or
3. The Securities and Exchange Commission permits delay for the protection
of the Owners.
Payments or transfers from the Fixed Account may be delayed for up to 6
months.
MODIFICATION
The Company may not modify the Contract without the consent of the Owner
except to make the Contract meet the requirements of the Investment Company Act
of 1940, or to make the Contract comply with any changes in the Internal Revenue
Code or to make any changes required by the Code or by any other applicable law.
CUSTOMER INQUIRIES
The Owner or any persons interested in the Contract may make inquiries
regarding the Contract by calling or writing your representative or the Company
at:
GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94039
PALATINE, ILLINOIS 60094-4039
1 (800) 776-6978
FEDERAL TAX MATTERS
INTRODUCTION
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax
consequences of ownership or receipt of distributions under an annuity contract
depend on the individual circumstances of each person. If you are concerned
about any tax consequences with regard to your individual circumstances, you
should consult a competent tax adviser.
TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL
Generally, an annuity contract owner is not taxed on increases in the
Contract Value until a distribution occurs. This rule applies only where (1) the
owner is a "natural person" (see "Non-Natural Owners" below for exception), (2)
the investments of the Variable Account are "adequately diversified" in
accordance with Treasury Department Regulations, and (3) the issuing insurance
company, instead of the annuity owner, is considered the owner for federal
income tax purposes of any separate account assets funding the contract.
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<PAGE> 24
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 and the income on such contracts is taxed as
ordinary income received or accrued by the owner during the taxable year. There
are several exceptions to the general rule for contracts owned by non-natural
persons which are discussed in the Statement of Additional Information.
DIVERSIFICATION REQUIREMENTS
For a Contract to be treated as an annuity for federal income tax purposes,
the investments in the Variable Account must be "adequately diversified" in
accordance with the standards provided in the Treasury regulations. If the
investments in the Variable Account are not adequately diversified, then the
Contract will not be treated as an annuity contract for federal income tax
purposes and the Owner will be taxed on the excess of the Contract Value over
the investment in the Contract. Although the Company does not have control over
the Funds or their investments, the Company expects the Funds to meet the
diversification requirements.
OWNERSHIP TREATMENT
In connection with the issuance of the regulations on the adequate
diversification standards, the Department of the Treasury announced that the
regulations do not provide guidance concerning the extent to which contract
owners may direct their investments among Sub-accounts of a variable account.
The Internal Revenue Service has previously stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the owner possesses incidents of ownership in those assets such as the
ability to exercise investment control over the assets. At the time the
diversification regulations were issued, Treasury announced that guidance would
be issued in the future regarding the extent that owners could direct their
investments among Sub-accounts without being treated as owners of the underlying
assets of the Variable Account.
The ownership rights under this contract are similar to, but different in
certain respects from, those described by the Service in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner of this contract has the choice of more investment options to
which to allocate premiums and contract values, and may be able to transfer
among investment options more frequently than in such rulings. These differences
could result in the contract owner being treated as the owner of the assets of
the Variable Account. In those circumstances, income and gains from the Variable
Account assets would be includible in the Contract Owners' gross income. In
addition, the Company does not know what standards will be set forth in the
regulations or rulings which the Treasury Department has stated it expects to
issue. It is possible that the Treasury's position, when announced, may
adversely affect the tax treatment of existing contracts. The Company,
therefore, reserves the right to modify the Contract as necessary to attempt to
prevent the Owner from being considered the federal tax owner of a pro rata
share of the assets of the Variable Account. However, the Company makes no
guarantee that such modification to the contract will be successful.
DELAYED MATURITY DATES
If the contract's scheduled maturity date is at a time when the annuitant
has reached an advanced age, it is possible that the contract would not be
treated as an annuity. In that event, the income and gains under the contract
could be currently includible in the owner's income.
TAXATION OF PARTIAL AND FULL WITHDRAWALS
In the case of a partial withdrawal under a non-qualified contract, amounts
received are taxable to the extent the contract value, without regard to any
surrender charge, exceeds the investment in the contract. The contract value is
the sum of all account values. No matter which account a withdrawal is made
from, all account values are combined and the total contract value is used to
determine the amount of taxable income. The investment in the contract is the
gross premium or other consideration paid for the contract reduced by any
amounts previously received from the contract to the extent such amounts were
properly excluded from the owner's gross income. In the case of a partial
withdrawal under a qualified contract, the portion of the payment that bears the
same ratio to the total payment that the investment in the contract (i.e.,
nondeductible IRA contributions, after tax contributions to qualified plans)
bears to the contract value, can be excluded from income. No definitive guidance
exists on the proper tax treatment of Market Value Adjustments and you should
consult a competent tax advisor with respect to the potential tax consequences
of a Market Value Adjustment. In the case of a full withdrawal under a
non-qualified contract or a qualified contract, the amount received will be
taxable only to the extent it exceeds the investment in the contract. If an
individual transfers an annuity contract without full and adequate consideration
to a person other than the individual's spouse (or to a former spouse incident
to a divorce), the owner will be taxed on the difference between the contract
value and the investment in the contract at the time of transfer. Other than in
the case of certain qualified contracts, any amount received as a loan under a
contract, and any assignment or pledge (or agreement to assign or pledge) of the
contract value is treated as a withdrawal of such amount or portion.
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<PAGE> 25
TAXATION OF ANNUITY PAYMENTS
Generally, the rule for income taxation of payments received from an
annuity contract provides for the return of the owner's investment in the
contract in equal tax-free amounts over the payment period. The balance of each
payment received is taxable. In the case of variable annuity payments, the
amount excluded from taxable income is determined by dividing the investment in
the contract by the total number of expected payments. In the case of fixed
annuity payments, the amount excluded from income is determined by multiplying
the payment by the ratio of the investment in the contract (adjusted for any
refund feature or period certain) to the total expected value of annuity
payments for the term of the contract. Once the total amount of the investment
in the contract is excluded using these ratios, the annuity payments will be
fully taxable. If annuity payments cease because of the death of the annuitant
before the total amount of the investment in the contract is recovered, the
unrecovered amount generally will be allowed as a deduction to the annuitant for
his last taxable year.
TAXATION OF ANNUITY DEATH BENEFITS
Amounts may be distributed from an annuity contract because of the death of
an owner or annuitant. Generally, such amounts are includible in income as
follows: (1) if distributed in a lump sum, the amounts are taxed in the same
manner as a full withdrawal or (2) if distributed under an annuity option, the
amounts are taxed in the same manner as an annuity payment.
PENALTY TAX ON PREMATURE DISTRIBUTIONS
There is a 10% penalty tax on the taxable amount of any premature
distribution from a non-qualified annuity contract. The penalty tax generally
applies to any distribution made prior to the date the owner attains age 59 1/2.
However, there should be no penalty tax on distributions to owners (1) made on
or after the date the owner attains age 59 1/2; (2) made as a result of an
owner's death or disability; (3) made in substantially equal periodic payments
over life or life expectancy; (4) made under an immediate annuity; or (5)
attributable to an investment in the contract before August 14, 1982. Similar
rules apply for distributions from certain qualified contracts. A competent tax
advisor should be consulted to determine if any other exceptions to the penalty
apply to your specific circumstances.
AGGREGATION OF ANNUITY CONTRACTS
All non-qualified deferred annuity contracts issued by the Company (or its
affiliates) to the same owner during any calendar year will be aggregated and
treated as one annuity contract for purposes of determining the taxable amount
of a distribution.
TAX QUALIFIED CONTRACTS
Annuity contracts may be used as investments with certain tax qualified
plans such as: (1) Individual Retirement Annuities under Section 408(b) of the
Code; (2) Roth Individual Retirement Annuities under Section 408A of the Code;
(3) Simplified Employee Pension Plans under Section 408(k) of the Code; (4)
Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section 408(p)
of the Code; (5) Tax Sheltered Annuities under Section 403(b) of the Code; (6)
Corporate and Self Employed Pension and Profit Sharing Plans; and (7) State and
Local Government and Tax-Exempt Organization Deferred Compensation Plans. In the
case of certain tax qualified plans, the terms of the plans may govern the right
to benefits, regardless of the terms of the contract.
RESTRICTIONS UNDER SECTION 403(B) PLANS
Section 403(b) of the Code provides for tax-deferred retirement savings
plans for employees of certain non-profit and educational organizations. In
accordance with the requirements of Section 403(b), any annuity contract used
for a 403(b) plan must provide that distributions attributable to salary
reduction contributions made after 12/31/88, and all earnings on salary
reduction contributions, may be made only after the employee attains age 59 1/2,
separates from service, dies, becomes disabled or on account of hardship
(earnings on salary reduction contributions may not be distributed on the
account of hardship). These limitations do not apply to withdrawals where the
Company is directed to transfer some or all of the contract value to another
Section 403(b) plans.
ROTH INDIVIDUAL RETIREMENT ANNUITIES
Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth Individual
Retirement Annuity. Roth Individual Retirement Annuities are subject to
limitations on the amount that can be contributed and on the time when
distributions may commence. "Qualified distributions" from Roth Individual
Retirement Annuities are not includible in gross income. "Qualified
distributions" are any distributions made more than five taxable years after the
taxable year of the first contribution to the Roth Individual Retirement
Annuity, and which are made on or after the date the individual attains age
59 1/2, made to a beneficiary after the owner's death, attributable to the owner
being disabled or for a first time home purchase (first time home purchases are
subject to a lifetime limit of $10,000). "Nonqualified distributions" are
treated as made from contributions first and are includible in gross income to
the extent such distributions exceed the contributions made to the Roth
Individual Retirement Annuity. The taxable portion of a "nonqualified
distribution" may be subject to the 10% penalty tax on premature distributions.
Subject to certain
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<PAGE> 26
limitations, a traditional Individual Retirement Account or Annuity may be
converted or "rolled over" to a Roth Individual Retirement Annuity. The taxable
portion of a conversion or rollover distribution is includible in gross income,
but is exempted from the 10% penalty tax on premature distributions.
INCOME TAX WITHHOLDING
The Company is required to withhold federal income tax at a rate of 20% on
all "eligible rollover distributions" unless an individual elects to make a
"direct rollover" of such amounts to another qualified plan or Individual
Retirement Account or Annuity (IRA). Eligible rollover distributions generally
include all distributions from qualified contracts, excluding IRAs, with the
exception of (1) required minimum distributions, or (2) a series of
substantially equal periodic payments made over a period of at least 10 years,
or the life (joint lives) of the participant (and beneficiary). For any
distributions from non-qualified annuity contracts, or distributions from
qualified contracts which are not considered eligible rollover distributions,
the Company may be required to withhold federal and state income taxes unless
the recipient elects not to have taxes withheld and properly notifies the
Company of such election.
DISTRIBUTION OF THE CONTRACTS
Allstate Life Financial Services, Inc. ("ALFS"), 3100 Sanders Road,
Northbrook Illinois, a wholly owned subsidiary of Allstate Life Insurance
Company, acts as the principal underwriter of the Contracts. ALFS is registered
as a broker-dealer under the Securities Exchange Act of 1934 and became a member
of the National Association of Securities Dealers, Inc. on June 30, 1993.
Contracts are sold by registered representatives of unaffiliated broker-dealers
or bank employees who are licensed insurance agents appointed by the Company,
either individually or through an incorporated insurance agency and who have
entered into a selling agreement with ALFS and the Company to sell the Contract.
In some states, Contracts may be sold by representatives or employees of banks
which may be acting as broker-dealers without separate registration under the
Securities Exchange Act of 1934, pursuant to legal and regulatory exceptions.
Commissions paid may vary, but in aggregate are not anticipated to exceed
8.00% of any purchase payment. In addition, under certain circumstances, certain
sellers of the Contracts may be paid persistency bonuses which will take into
account, among other things, the length of time purchase payments have been held
under a Contract, and Contract Values. A persistency bonus is not expected to
exceed 1.20%, on an annual basis, of the Contract Values considered in
connection with the bonus. These commissions are intended to cover distribution
expenses.
The underwriting agreement with ALFS provides for indemnification of ALFS
by the Company for liability to Owners arising out of services rendered or
Contracts issued.
VOTING RIGHTS
The Owner or anyone with a voting interest in the Sub-account of the
Variable Account may instruct the Company on how to vote at shareholder meetings
of the Fund Series. The Company will solicit and cast each vote according to the
procedures set up by the Fund Series and to the extent required by law. The
Company reserves the right to vote the eligible shares in its own right, if
subsequently permitted by the Investment Company Act of 1940, its regulations or
interpretations thereof.
Fund shares as to which no timely instructions are received will be voted
in proportion to the voting instructions which are received with respect to all
Contracts participating in that Sub-account. Voting instructions to abstain on
any item to be voted upon will be applied on a pro-rata basis to reduce the
votes eligible to be cast.
Before the Payout Start Date, the Owner holds the voting interest in the
Sub-account of the Variable Account (The number of votes for the Owner will be
determined by dividing the Contract Value attributable to a Sub-account by the
net asset value per share of the applicable eligible Fund.)
After the Payout Start Date, the person receiving income payments has the
voting interest. After the Payout Start Date, the votes decrease as income
payments are made and as the reserves for the Contract decrease. That person's
number of votes will be determined by dividing the reserve for such Contract
allocated to the applicable Sub-account by the net asset value per share of the
corresponding eligible Fund.
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<PAGE> 27
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the 1997 financial statements and notes thereto included in
this prospectus beginning on page F-1.
GLENBROOK LIFE AND ANNUITY COMPANY
SELECTED FINANCIAL DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR-END FINANCIAL DATA 1997 1996 1995 1994 1993
----------------------- --------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
For The Years Ended December 31:
Income Before Income Tax Expense...................... 8,764 3,774 4,455 2,017 836
Net Income............................................ 5,686 2,435 2,879 1,294 529
As of December 31:
Total Assets.......................................... 3,351,541 2,404,527 1,409,705 750,245 169,361
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
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, markets life insurance and annuity
products through banks and broker-dealers.
The Company issues flexible premium deferred variable annuity contracts and
variable life policies, the assets and liabilities of which are legally
segregated and reflected as Separate Account assets and liabilities. Separate
Account assets and liabilities are carried at fair value in the statements of
financial position. Certain of the Separate Account investment portfolios were
initially funded with a $10.0 million seed money contribution from the Company
in 1995. During 1997, the Company liquidated its funding in the Separate Account
investment portfolios. Investment income and realized gains and losses of the
Separate Accounts, other than the portion related to the Company's
participation, accrue directly to the contractholders (net of fees) and,
therefore, are not included in the Company's statements of operations.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
($ IN THOUSANDS)
<S> <C> <C> <C>
Net investment income....................................... $ 5,304 $ 3,774 $ 3,996
======= ======= =======
Realized capital gains and losses, after-tax................ $ 2,249 $ -- $ 298
======= ======= =======
Net income.................................................. $ 5,686 $ 2,435 $ 2,879
======= ======= =======
Investments................................................. $90,474 $50,676 $50,917
======= ======= =======
</TABLE>
The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers. The
Company's results of operations include only investment income and realized
capital gains and losses earned on the assets of the Company that are not
transferred to ALIC under the reinsurance agreement.
Net income increased $3.3 million in 1997 due to realized capital gains
arising primarily from the withdrawal of the seed money from the Separate
Account and the increase in net investment income. The $444 thousand decrease in
net income in 1996 reflects the decrease in net investment income and realized
capital gains.
Pretax net investment income in 1997 increased 40.5%, or $1.5 million, to
$5.3 million compared to $3.8 million in 1996. This higher net investment income
was caused by a significant increase in the level of investments primarily
arising from a $20.0 million capital contribution received from ALIC in January
1997 and the liquidation of the Company's seed money investment in the Separate
Account, partially offset by an increase in investment expenses. Net investment
income decreased $222 thousand in 1996 due to the impact of the Company's $10.0
million original investment in the variable funds of the Separate Account, whose
assets are invested predominantly in equity securities. The dividend yield on
the variable funds is significantly below the level of interest earned on fixed
income securities in which the $10.0 million was invested prior to the fourth
quarter of 1995. This decrease in income was partially
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<PAGE> 28
offset by additional investment income earned on the higher investment balances
arising from positive cash flows from operating activities in 1996.
Realized capital gains after tax of $2.2 million in 1997 were associated
primarily with the withdrawal of the investment in Separate Account portfolios.
Realized capital gains after tax of $298 thousand in 1995 were the result of
sales of investments to fund the Company's participation in the Separate
Accounts.
FINANCIAL POSITION
<TABLE>
<CAPTION>
1997 1996
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Fixed income securities(1).................................. $ 86,243 $ 49,389
Short-term investments...................................... 4,231 1,287
---------- ----------
Total investments......................................... $ 90,474 $ 50,676
========== ==========
Reinsurance recoverable from ALIC........................... $2,637,983 $2,060,419
========== ==========
Separate Account assets..................................... $ 620,535 $ 272,420
========== ==========
Contractholder funds........................................ $2,637,983 $2,060,419
========== ==========
Separate Account liabilities................................ $ 620,535 $ 260,290
========== ==========
</TABLE>
- ------------
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $81,369 and $46,925 at December 31, 1997 and 1996,
respectively.
The Company's fixed income securities portfolio consists of mortgage-backed
securities, U.S. government bonds, publicly traded corporate bonds and
tax-exempt municipal bonds. The Company generally holds its fixed income
securities for the long term, but has classified all of these securities
available for sale to allow maximum flexibility in portfolio management.
Investments grew $39.8 million, or 78.5%, during 1997. The increase in
investments is primarily due to the receipt of a $20.0 million capital
contribution from ALIC in January 1997 and liquidation of the seed money from
the Separate Account during 1997. In addition, at December 31, 1997, unrealized
net capital gains on the fixed income securities portfolio were $4.9 million
compared to $2.5 million as of December 31, 1996, primarily attributable to the
increase in the Company's fixed income securities portfolio during 1997.
At the end of 1997, all of the Company's fixed income securities portfolio
is rated investment grade, with a National Association of Insurance
Commissioners ("NAIC") rating of 1 or a Moody's rating of Aaa, Aa or A.
At December 31, 1997 and 1996, $31.9 million and $16.4 million,
respectively, of the fixed income securities portfolio were invested in
mortgage-backed securities ("MBS"). At December 31, 1997, all of the MBS had
underlying collateral that is guaranteed by U.S. government entities, thus
credit risk was minimal.
MBS, however, are subject to interest rate risk as the duration and
ultimate realized yield are affected by the rate of repayment of the underlying
mortgages. The Company attempts to limit interest rate risk by purchasing MBS
whose cost does not significantly exceed par value, and with repayment
protection to provide a more certain cash flow to the Company. At December 31,
1997, the amortized cost of the MBS portfolio was below par value by $417
thousand and over 31% of the MBS portfolio was invested in planned amortization
class bonds. This type of MBS is purchased to provide additional protection
against rising interest rates.
The Company closely monitors its fixed income securities portfolio for
declines in value that are other than temporary. Securities are placed on
non-accrual status when they are in default or when the receipt of interest
payments is in doubt.
The Company's short-term investment portfolio was $4.2 million and $1.3
million at December 31, 1997 and 1996, respectively. The Company invests
available cash balances primarily in taxable short-term securities having a
final maturity date or redemption date of one year or less.
During 1997, contractholder funds and amounts recoverable from ALIC under
the reinsurance agreement increased by $577.6 million. The increases resulted
from sales of the Company's single and flexible premium deferred annuities,
interest credited to contractholders, partially offset by surrenders,
withdrawals and benefits paid. Reinsurance recoverable from ALIC relates to
contract benefit obligations ceded to ALIC.
Separate Account assets increased by $348.1 million and Separate Account
liabilities increased by $360.2 million as compared with December 31, 1996. The
increases were primarily attributable to increased sales of flexible premium
deferred variable annuity contracts and the favorable investment performance of
the Separate Account investment portfolios, partially offset by variable annuity
surrenders and withdrawals. Additionally, the Separate Account asset was reduced
by the Company's liquidation of its seed money investment during 1997.
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<PAGE> 29
MARKET RISK
Market risk is the risk that the Company will incur losses due to adverse
changes in market rates and prices. The Company's primary market risk exposure
is to changes in interest rates. Interest rate risk is the risk that the Company
will incur economic losses due to adverse changes in interest rates, as the
Company invests substantial funds in interest-sensitive assets.
One way to quantify this exposure is duration. Duration measures the
sensitivity of the fair value of assets to changes in interest rates. For
example, if interest rates increase 1%, the fair value of an asset with a
duration of 5 years is expected to decrease in value by approximately 5%. At
December 31, 1997, the Company's asset duration was approximately 5.3 years.
To calculate duration, the Company projects asset cash flows, and discounts
them to a net present value basis using a risk-free market rate adjusted for
credit quality, sector attributes, liquidity and other specific risks. Duration
is calculated by revaluing these cash flows at an alternative level of interest
rates, and determining the percentage change in fair value from the base case.
The projections include assumptions (based upon historical market and Company
specific experience) reflecting the impact of changing interest rates on the
prepayment and/or option features of instruments, where applicable. Such
assumptions relate primarily to mortgage-backed securities, collateralized
mortgage obligations, and municipal and corporate obligations.
Based upon the information and assumptions the Company uses in its duration
calculation and in effect at December 31, 1997, management estimates that a 100
basis point immediate, parallel increase in interest rates ("rate shock") would
decrease the net fair value of its total investments by approximately $4.5
million. The selection of a 100 basis point immediate rate shock should not be
construed as a prediction by the Company's management of future market events;
but rather, to illustrate the potential impact of such an event.
To the extent that actual results differ from the assumptions utilized, the
Company's duration and rate shock measures could be significantly impacted.
Additionally, the Company's calculation assumes that the current relationship
between short-term and long-term interest rates (the term structure of interest
rates) will remain constant over time. As a result, these calculations may not
fully capture the impact of non-parallel changes in the term structure of
interest rates and/or large changes in interest rates.
In formulating and implementing policies for investing new and existing
funds, AIC, as parent company of ALIC, administers and oversees investment risk
management processes primarily through three oversight bodies: the Boards of
Directors and Investment Committees of its operating subsidiaries, and the
Credit and Risk Management Committee ("CRMC"). The Boards of Directors and
Investment Committees provide executive oversight of investment activities. The
CRMC is a senior management committee consisting of the Chief Investment
Officer, the Investment Risk Manager, and other investment officers who are
responsible for the day-to-day management of market risk. The CRMC meets at
least monthly to provide detailed oversight of investment risk, including market
risk.
AIC has investment guidelines that define the overall framework for
managing market and other investment risks, including the accountabilities and
controls over these activities. In addition, AIC has specific investment
policies for each of its affiliates, including the Company, that delineate the
investment limits and strategies that are appropriate for the Company's
liquidity, surplus, product and regulatory requirements.
LIQUIDITY AND CAPITAL RESOURCES
In January 1997, a $20.0 million capital contribution that was accrued at
December 31, 1996 was received from ALIC.
Under the terms of reinsurance agreements, premiums and deposits on
universal life policies and investment contracts, excluding those relating to
Separate Accounts, are transferred to ALIC, which maintains the investment
portfolios supporting the Company's products. The Company continues to have
primary liability as a direct insurer for risks reinsured.
The NAIC has a standard for assessing the solvency of insurance companies,
which is referred to as risk-based capital ("RBC"). The requirement consists of
a formula for determining each insurer's RBC and a model law specifying
regulatory actions if an insurer's RBC falls below specified levels. The RBC
formula for life insurance companies establishes capital requirements relating
to insurance, business, asset and interest rate risks. At December 31, 1997, RBC
for the Company was significantly above a level that would require regulatory
action.
YEAR 2000
The Company is heavily dependent upon complex computer systems for all
phases of its operations, including customer service, and policy and contract
administration. Since many of the Company's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed or replaced, ("Year 2000 Issue"). The Company believes that many of
its counterparties and suppliers also have Year 2000 Issues which could affect
the Company. In 1995, AIC commenced a plan intended to mitigate and/or prevent
the adverse effects of Year 2000 Issues. These strategies include 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 includes the
26
<PAGE> 30
Company actively working with its major external counterparties and suppliers to
assess their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity or financial position. Year 2000 costs are and will be expensed as
incurred.
PENDING ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income"
and SFAS No. 131 "Disclosures About Segments of an Enterprise and Related
Information." SFAS No. 130 requires the presentation of comprehensive income in
the financial statements. Comprehensive income is a measurement of all changes
in equity that result from transactions and other economic events other than
transactions with stockholders. The requirements of this statement will be
adopted effective January 1, 1998.
SFAS No. 131 redefines how segments are determined and requires additional
segment disclosures for both annual and quarterly reporting. Under this
statement, segments are determined using the "management approach" for financial
statement reporting. The management approach is based on the way an enterprise
makes operating decisions and assesses performance of its businesses. The
Company is currently reviewing the requirements of the SFAS and has yet to
determine its impact on its current reporting segments. The requirements of this
statement will be adopted effective December 31, 1998.
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-related Assessments." The SOP provides guidance concerning when to
recognize a liability for insurance-related assessments and how those
liabilities should be measured. Specifically, insurance-related assessments
should be recognized as liabilities when all of the following criteria have been
met: a) an assessment has been imposed or it is probable that an assessment will
be imposed, b) the event obligating an entity to pay an assessment has occurred
and c) the amount of the assessment can be reasonably estimated. The
requirements of this standard will be adopted in 1999 and are not expected to
have a material impact on the results of operations, cash flows or financial
position of the Company. The SOP is expected to be adopted in 1999.
In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." The SOP provides guidance on accounting for the
costs of computer software developed or obtained for internal use. Specifically,
certain external, payroll and payroll related costs should be capitalized during
the application development state of a project and depreciated over the computer
software's useful life. The Company currently expenses these costs as incurred
and is evaluating the effects of this SOP on its accounting for internally
developed software. The SOP is expected to be adopted in 1998.
FORWARD-LOOKING STATEMENTS
The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking statements that are based on
management's estimates, assumptions and projections. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.
COMPETITION
The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
competing in the sale of insurance and annuities. There are approximately 1,700
stock, mutual and other types of insurers in business in the United States.
Several independent rating agencies regularly evaluate life insurer's
claims-paying ability, quality of investments and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life which automatically reinsures all
net business of the Company. A.M. Best Company also assigns the Company the
rating of A+(r) because the Company automatically reinsures all business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns AA+
(Excellent) to the Company's claims paying ability and Moody's assigns an Aa2
(Excellent) financial strength rating to the Company. The Company shares the
same ratings of its parent, Allstate Life Insurance Company. These ratings do
not relate to the investment performance of the Variable Account.
EMPLOYEES
As of December 31, 1997, Glenbrook Life and Annuity Company had
approximately 125 employees at its Home Office in Northbrook, Illinois.
PROPERTIES
The Company occupies office space provided by Allstate Insurance Company,
in Northbrook, Illinois. Expenses associated with these offices are allocated on
a direct and indirect basis to the Company.
27
<PAGE> 31
STATE AND FEDERAL REGULATION
The insurance business of the Company is subject to comprehensive and
detailed regulation and supervision throughout the United States. The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.
Under insurance guaranty fund law, in most states, insurers doing business
therein can be assessed up to prescribed limits for contract owner losses
incurred as a result of company insolvencies. The amount of any future
assessments on the Company under these laws cannot be reasonably estimated. Most
of these laws do provide, however, that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength.
In addition, several states, including Illinois, regulate affiliated groups
of insurers, such as the Company and its affiliates, under insurance holding
company legislation. Under such laws, intercompany transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in relation to
the financial positions of the companies.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
controls on medical care costs, removal of barriers preventing banks from
engaging in the securities and insurance business, tax law changes affecting the
taxation of insurance companies, the tax treatment of insurance products and its
impact on the relative desirability of various personal investment vehicles, and
proposed legislation to prohibit the use of gender in determining insurance and
pension rates and benefits.
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
The directors and executive officers are listed below, together with
information as to their ages, dates of election and principal business
occupations during the last five years (if other than their present business
occupations).
LOUIS G. LOWER, II, 52, Chief Executive Officer and Chairman of the Board
(1995)*
Also Director (1986-Present) and Senior Vice President (1995-Present) of
Allstate Insurance Company; Director (1991-Present) of Allstate Life Financial
Services, Inc.; Director (1986-Present) and President (1990-Present) Allstate
Life Insurance Company; Director (1983-Present) and Chairman of the Board
(1990-Present) of Allstate Life Insurance Company of New York; Chairman of the
Board of Directors and Chief Executive Officer (1995-1997), Chairman of the
Board of Directors and President (1990-1995) of Glenbrook Life Insurance
Company; Director and Chairman of the Board (1995-Present) of Laughlin Group
Holdings, Inc.; Director and Chairman of the Board of Directors and Chief
Executive Officer (1989-Present) Lincoln Benefit Life Company; Director
(1986-Present), Chairman of the Board of Directors and Chief Executive Officer
(1995-Present) of Northbrook Life Insurance Company; and Chairman of the Board
of Directors and Chief Executive Officer (1995-Present) Surety Life Insurance
Company.
PETER H. HECKMAN, 52, President, Chief Operating Officer and Director (1996)*
Also Director and Vice President (1988-Present) of Allstate Life Insurance
Company; Director (1990-1996), Vice President (1989-Present), Allstate Life
Insurance Company of New York; Director (1991-1993) of Allstate Life Financial
Services, Inc.; Director (1990-1997), President and Chief Operating Officer
(1996-1997), and Vice President (1990-1996), Glenbrook Life Insurance Company;
Director (1995-Present) and Vice Chairman of the Board (1996-Present) Laughlin
Group Holdings, Inc.; Director (1990-Present) and Vice Chairman of the Board
(1996-Present) Lincoln Benefit Life Company; Director (1988-Present) President
and Chief Operating Officer (1996-Present), and was Vice President (1989-1996),
Northbrook Life Insurance Company; and Director (1995-Present) and Vice Chairman
of the Board (1996-Present) Surety Life Insurance Company.
MICHAEL J. VELOTTA, 52, Vice President, Secretary, General Counsel, and Director
(1992)*
Also Director and Secretary (1993-Present) of Allstate Life Financial
Services, Inc.; Director (1992-Present) Vice President, Secretary and General
Counsel (1993-Present) Allstate Life Insurance Company; Director (1992-Present)
Vice President, Secretary and General Counsel (1993-Present) Allstate Life
Insurance Company of New York; Director (1992-1997) Vice President, Secretary
and General Counsel (1993-1997) Glenbrook Life Insurance Company; Director and
Secretary (1995-Present) Laughlin Group Holdings, Inc.; Director (1992-Present)
and Assistant Secretary (1995-Present) Lincoln Benefit Life Company; Director
(1992-Present) Vice President, Secretary and General Counsel (1993-Present)
Northbrook Life Insurance Company; and Director and Assistant Secretary
(1995-Present) Surety Life Insurance Company.
28
<PAGE> 32
JOHN R. HUNTER, 43, Director (1996)* and Senior Vice President (1995)*
Also Assistant Vice President (1990-Present) Allstate Life Insurance
Company; Assistant Vice President (1996-Present) Allstate Life Insurance Company
of New York; President and Chief Operating Officer (1998-Present), Allstate Life
Financial Services, Inc.; Director (1996-1997) Glenbrook Life Insurance Company;
and Director (1994-Present) and Assistant Vice President (1990-Present)
Northbrook Life Insurance Company.
G. CRAIG WHITEHEAD, 51, Senior Vice President and Director (1995)*
Also Assistant Vice President (1991-Present) Allstate Life Insurance
Company; Director (1994-1997) Assistant Vice President (1991-1997) Glenbrook
Life Insurance Company; Assistant Vice President (1992-Present) Secretary (1995)
Glenbrook Life and Annuity Company; Director (1995-Present) Laughlin Group
Holdings, Inc.
MARLA G. FRIEDMAN, 44, Vice President (1996)*
Also Director (1991-Present) and Vice President (1988-Present) Allstate
Life Insurance Company; Director (1993-1996) Allstate Life Financial Services,
Inc.; Director (1997-Present) and Assistant Vice President (1996-Present)
Allstate Life Insurance Company of New York; Director (1991-1996), President and
Chief Operating Officer (1995-1996) and Vice President (1990-1995) and
(1996-1997) Glenbrook Life Insurance Company; Director and Vice Chairman of the
Board (1995-1996) Laughlin Group Holdings, Inc.; and Director (1989-1996),
President and Chief Operating Officer (1995-1996) and Vice President
(1996-Present) Northbrook Life Insurance Company.
KEVIN R. SLAWIN, 40, Vice President (1996)*
Also Assistant Vice President and Assistant Treasurer (1995-1996) Allstate
Insurance Company; Director (1996-Present) and Assistant Treasurer (1995-1996)
Allstate Financial Services, Inc.; Director and Vice President (1996-Present)
and Assistant Treasurer (1995-1996) Allstate Life Insurance Company; Director
and Vice President (1996-Present) and Assistant Treasurer (1995-1996) Allstate
Life Insurance Company of New York; Director and Vice President (1996-1997) and
Assistant Treasurer (1995-1996) Glenbrook Life Insurance Company; Director
(1996-Present) and Assistant Treasurer (1995-1996) Laughlin Group Holdings,
Inc.; Director (1996-Present) Lincoln Benefit Life Company; Director and Vice
President (1996-Present) and Assistant Treasurer (1995-1996) Northbrook Life
Insurance Company; Director (1996-Present) Surety Life Insurance Company; and
Assistant Treasurer and Director (1994-1995) Sears Roebuck and Co.; and
Treasurer and First Vice President (1986-1994) Sears Mortgage Corporation.
CASEY J. SYLLA, 54, Chief Investment Officer (1995)*
Also Director (1995-Present) Senior Vice President and Chief Investment
Officer (1995-Present) Allstate Insurance Company; Director (1995-Present) Chief
Investment Officer (1995-Present) Allstate Life Insurance Company; Chief
Investment Officer (1995-Present) Allstate Life Insurance Company of New York;
Chief Investment Officer (1995-1997) Glenbrook Life Insurance Company; and
Director and Chief Investment Officer (1995-Present) Northbrook Life Insurance
Company. Prior to 1995 he was Senior Vice President and Executive Officer --
Investments (1992-1995) of Northwestern Mutual Life Insurance Company.
JAMES P. ZILS, 47, Treasurer (1995)*
Also Vice President and Treasurer (1995-Present) Allstate Insurance
Company; Treasurer (1995-Present) Allstate Life Financial Services, Inc.;
Treasurer (1995-Present) Allstate Life Insurance Company; Treasurer
(1995-Present) Allstate Life Insurance Company of New York; Treasurer
(1995-1997) Glenbrook Life Insurance Company; Treasurer (1995-Present) Laughlin
Group Holdings, Inc.; and Treasurer (1995-Present) Northbrook Life Insurance
Company. Prior to 1995 he was Vice President of Allstate Life Insurance Company.
Prior to 1993 he held various management positions.
- ------------
* Date elected/appointed to current office.
EXECUTIVE COMPENSATION
Executive officers of the Company also serve as officers of Allstate Life
and receive no compensation directly from the Company. Some of the officers also
serve as officers of other companies affiliated with the Company. Allocations
have been made as to each individual's time devoted to his or her duties as an
executive officer of the Company. However, no officer's compensation allocated
to the Company exceeded $100,000. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1997 totaled $214,774.75. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.
Shares of the Company and Allstate Life are not directly owned by any
director or officer of the Company. The percentage of shares of The Allstate
Corporation beneficially owned by any director, and by all directors and
officers of the Company as a group, does not exceed one percent of the class
outstanding.
29
<PAGE> 33
SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------- ------------ ----------
(A) (B) (C) (D) (F)
(E) SECURITIES (G) (H) (I)
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) AWARD(S) (#) ($) ($)
--------------------------- ---- -------- -------- ------------ ---------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II............. 1997 $453,225 $500,000 $27,768 $280,589 $ 25,914 $570,068 $8,000(1)
Chief Executive Officer and 1996 $436,800 $246,781 $10,246 0 $ 18,258 0 $5,250(1)
Chairman of the Board of
Directors 1995 $416,000 $286,650 $17,044 $ 0 $ 89,359 $411,122 $5,250(1)
</TABLE>
- ------------
(1) Amount received by Mr. Lower which represents the value allocated to his
account from employer contributions under The Savings and Profit Sharing
Fund of Allstate Employees and prior to 1996, to The Profit Sharing Fund and
to its predecessor, The Savings and Profit Sharing Fund of Sears employees.
LEGAL PROCEEDINGS
From time to time the Company is involved in pending and threatened
litigation in the normal course of its business in which claims for monetary
damages are asserted. Management, after consultation with legal counsel, does
not anticipate the ultimate liability arising from such pending or threatened
litigation to have a material effect on the financial condition of the Company.
EXPERTS
The financial statements of the Variable Account incorporated by reference
in this prospectus, and the financial statements and financial statement
schedule of the Company included in this prospectus have been audited by
Deloitte & Touche LLP, Two Prudential Plaza, 180 North Stetson Avenue, Chicago,
IL 60601-6779, independent auditors, as stated in their reports appearing herein
and incorporated by reference in this prospectus, and are included in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
Jorden Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C., has
provided advice on certain legal matters relating to the federal securities laws
applicable to the issue and sale of the Contracts. All matters of Illinois law
pertaining to the Contracts, including the validity of the Contracts and the
Company's right to issue such Contracts under Illinois insurance law, have been
passed upon by Michael J. Velotta, General Counsel of the Company.
30
<PAGE> 34
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
GLENBROOK LIFE AND ANNUITY COMPANY:
We have audited the accompanying Statements of Financial Position of
Glenbrook Life and Annuity Company (the "Company") as of December 31, 1997 and
1996, and the related Statements of Operations, Shareholder's Equity and Cash
Flows for each of the three years in the period ended December 31, 1997. Our
audits also included Schedule IV -- Reinsurance. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1997 and
1996, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997 in conformity with generally
accepted accounting principles. Also, in our opinion, Schedule IV --
Reinsurance, when considered in relation to the basic financial statements taken
as a whole, presents fairly, in all material respects, the information set forth
therein.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 20, 1998
F-1
<PAGE> 35
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities, at fair value (amortized cost
$81,369 and $46,925).................................. $ 86,243 $ 49,389
Short-term............................................. 4,231 1,287
---------- ----------
Total investments.................................... 90,474 50,676
Reinsurance recoverable from Allstate Life Insurance
Company................................................ 2,637,983 2,060,419
Net receivable from affiliates............................ -- 18,963
Other assets.............................................. 2,549 2,049
Separate Accounts......................................... 620,535 272,420
---------- ----------
Total assets...................................... $3,351,541 $2,404,527
========== ==========
Liabilities
Contractholder funds...................................... $2,637,983 $2,060,419
Income taxes payable...................................... 609 410
Deferred income taxes..................................... 1,772 1,528
Net payable to affiliates................................. 2,698 --
Separate Accounts......................................... 620,535 260,290
---------- ----------
Total liabilities................................. 3,263,597 2,322,647
---------- ----------
Shareholder's equity
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding................................ 2,100 2,100
Additional capital paid-in................................ 69,641 69,641
Unrealized net capital gains.............................. 3,168 2,790
Retained income........................................... 13,035 7,349
---------- ----------
Total shareholder's equity........................ 87,944 81,880
---------- ----------
Total liabilities and shareholder's equity........ $3,351,541 $2,404,527
========== ==========
</TABLE>
See notes to financial statements.
F-2
<PAGE> 36
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1997 1996 1995
------ ------ ------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Net investment income..................................... 5,304 $3,774 $3,996
Realized capital gains and losses......................... 3,460 -- 459
------ ------ ------
Income before income tax expense............................ 8,764 3,774 4,455
Income tax expense.......................................... 3,078 1,339 1,576
------ ------ ------
Net income.................................................. $5,686 $2,435 $2,879
====== ====== ======
</TABLE>
See notes to financial statements.
F-3
<PAGE> 37
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Common Stock................................................ $ 2,100 $ 2,100 $ 2,100
-------- -------- --------
Additional capital paid-in
Balance, beginning of year................................ 69,641 49,641 49,641
Capital contributions..................................... -- 20,000 --
-------- -------- --------
Balance, end of year...................................... 69,641 69,641 49,641
-------- -------- --------
Unrealized net capital gains
Balance, beginning of year................................ 2,790 3,357 (1,118)
Net change................................................ 378 (567) 4,475
-------- -------- --------
Balance, end of year...................................... 3,168 2,790 3,357
-------- -------- --------
Retained income
Balance, beginning of year................................ 7,349 4,914 2,035
Net income................................................ 5,686 2,435 2,879
-------- -------- --------
Balance, end of year...................................... 13,035 7,349 4,914
-------- -------- --------
Total shareholder's equity............................. $ 87,944 $ 81,880 $ 60,012
======== ======== ========
</TABLE>
See notes to financial statements.
F-4
<PAGE> 38
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
--------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net income................................................ $ 5,686 $ 2,435 $ 2,879
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation, amortization and other non-cash items.... 29 -- --
Realized capital gains and losses...................... (3,460) -- (459)
Change in deferred income taxes........................ 41 4 (39)
Changes in other operating assets and liabilities...... 1,160 (510) 1,217
--------- --------- ---------
Net cash provided by operating activities......... 3,456 1,929 3,598
--------- --------- ---------
Cash flows from investing activities
Fixed income securities
Proceeds from sales....................................... 1,405 -- 7,836
Investment collections.................................... 14,217 2,891 1,568
Investment purchases...................................... (50,115) (5,667) (1,491)
Participation in Separate Accounts........................ 13,981 (232) (10,069)
Change in short-term investments, net..................... (2,944) (815) (1,178)
--------- --------- ---------
Net cash used in investing activities............. (23,456) (2,193) (3,334)
--------- --------- ---------
Cash flows from financing activities
Capital contribution...................................... 20,000 -- --
--------- --------- ---------
Net cash provided by financing activities......... 20,000 -- --
--------- --------- ---------
Net (decrease) increase in cash............................. -- (264) 264
Cash at beginning of year................................... -- 264 --
--------- --------- ---------
Cash at end of year......................................... $ -- $ -- $ 264
========= ========= =========
Supplemental disclosure of cash flow information
Noncash financing activity:
Capital contribution receivable from Allstate Life
Insurance Company...................................... $ -- $ 20,000 $ --
========= ========= =========
</TABLE>
See notes to financial statements.
F-5
<PAGE> 39
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
1. GENERAL
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"). On June 30, 1995, Sears, Roebuck and Co. ("Sears") distributed
its 80.3% ownership in the Corporation to Sears common shareholders through a
tax-free dividend (the "Distribution"). These financial statements have been
prepared in conformity with generally accepted accounting principles.
To conform with the 1997 presentation, certain amounts in the prior years'
financial statements and notes have been reclassified.
NATURE OF OPERATIONS
The Company markets life insurance and annuity products in the United
States through banks and broker-dealers. Life insurance includes both
interest-sensitive and variable life insurance products. Annuities include
deferred annuities, such as variable annuities and fixed rate flexible premium
annuities. The Company has entered into exclusive distribution arrangements with
management investment companies to market its variable annuity contracts.
Annuity contracts and life insurance policies issued by the Company are
subject to discretionary withdrawal or surrender by customers, subject to
applicable surrender charges. These policies and contracts are reinsured with
ALIC (see Note 3), which invests premiums and deposits to provide cash flows
that will be used to fund future benefits and expenses. In order to support
competitive crediting rates and limit interest rate risk, ALIC , as the
Company's reinsurer, adheres to a basic philosophy of matching assets with
related liabilities while maintaining adequate liquidity and a prudent and
diversified level of credit risk.
The Company monitors economic and regulatory developments which have the
potential to impact its business. There continues to be new and proposed federal
and state regulation and legislation that would allow banks greater
participation in the securities and insurance businesses, which will present an
increased level of competition for sales of the Company's life and annuity
products. Furthermore, the market for deferred annuities and interest-sensitive
life insurance is enhanced by the tax incentives available under current law.
Any legislative changes which lessen these incentives are likely to negatively
impact the demand for these products.
Although the Company currently benefits from agreements with financial
services entities who market and distribute its products, consolidation within
that industry and specifically, a change in control of those entities with which
the Company partners, could affect the Company's sales.
Enacted and pending state legislation to permit mutual insurance companies
to convert to a hybrid structure known as a mutual holding company could have a
number of significant effects on the Company by (1) increasing industry
competition through consolidation caused by mergers and acquisitions related to
the new corporate form of business; (2) increasing competition in capital
markets; and (3) reopening stock/mutual company disagreements related to such
issues as taxation disparity between mutual and stock insurance companies.
The Company is authorized to sell life and annuity products in all states
except New York, as well as in the District of Columbia. The Company is also
authorized to sell variable annuities in Puerto Rico. The top geographic
locations for statutory premiums and deposits earned by the Company are Florida,
Pennsylvania, California, Texas and Michigan for the year ended December 31,
1997. No other jurisdiction accounted for more than 5% of statutory premiums and
deposits. All premiums and contract charges are ceded to ALIC under reinsurance
agreements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
Fixed income securities include bonds and mortgage-backed securities. All
fixed income securities are carried at fair value and may be sold prior to their
contractual maturity ("available for sale"). The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a component
of shareholder's equity. Provisions are recognized for declines in the value of
fixed income securities that are other than temporary. Such writedowns are
included in realized capital gains and losses. Short-term investments are
carried at cost which approximates fair value.
F-6
<PAGE> 40
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method, based on the estimated principal repayments. Accrual
of income is suspended for fixed income securities that are in default or when
the receipt of interest payments is in doubt. Realized capital gains and losses
are determined on a specific identification basis.
REINSURANCE
The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers.
Contract charges, credited interest, policy benefits and certain expenses are
ceded to ALIC and reflected net of such cessions in the statements of
operations. The amounts shown in the Company's statements of operations relate
to the investment of those assets of the Company that are not transferred to
ALIC under the reinsurance agreements. Reinsurance recoverable 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.
RECOGNITION OF PREMIUM REVENUE AND CONTRACT CHARGES
Revenues on interest-sensitive life insurance policies are comprised of
contract charges and fees, and are recognized when assessed against the
policyholder account balance. Revenues on annuities, which are considered
investment contracts, include contract charges and fees for contract
administration and surrenders. These revenues are recognized when levied against
the contract balance.
INCOME TAXES
The income tax provision is calculated under the liability method. Deferred
tax assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities at the enacted tax
rates, and reflect the impact of reinsurance agreements. Deferred income taxes
arise primarily from unrealized capital gains and losses on fixed income
securities carried at fair value.
SEPARATE ACCOUNTS
The Company issues flexible premium deferred variable annuity contracts and
single premium variable life policies, the assets and liabilities of which are
legally segregated and reflected in the accompanying statements of financial
position as assets and liabilities of the Separate Accounts (Glenbrook Life and
Annuity Company Variable Annuity Account, Glenbrook Life and Annuity Company
Separate Account A, Glenbrook Life Multi-Manager Variable Account and Glenbrook
Life Variable Life Separate Account A, unit investment trusts registered with
the Securities and Exchange Commission).
Assets of the Separate Accounts, including the Company's ownership interest
("Participation"), are carried at fair value. Unrealized gains and losses on the
Company's Participation, net of deferred income taxes, are shown as a component
of shareholder's equity. Investment income and realized capital gains and losses
arising from the Participation are included in the Company's statements of
operations. The Company liquidated its Participation during 1997, resulting in a
realized capital gain of $3,515. At December 31, 1996, the Participation
amounted to $12,130.
Investment income and realized capital gains and losses of the Separate
Accounts, other than the portion related to the Participation, accrue directly
to the contractholders and, therefore, are not included in the Company's
statements of operations. Revenues to the Company from the Separate Accounts
consist of contract maintenance fees, administrative fees, mortality and expense
risk charges, cost of insurance charges and tax expense charges, all of which
are ceded to ALIC.
CONTRACTHOLDER FUNDS
Contractholder funds arise from the issuance of individual or group
policies and contracts that include an investment component, including most
annuities and universal life policies. Payments received are recorded as
interest-bearing liabilities. Contractholder funds are equal to deposits
received and interest credited to the benefit of the customer less withdrawals,
mortality charges and administrative expenses. During 1997, credited interest
rates on contractholder funds ranged from 3.55% to 7.45% for those contracts
with fixed interest rates and from 3.70% to 7.85% for those with flexible rates.
F-7
<PAGE> 41
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. RELATED PARTY TRANSACTIONS
REINSURANCE
Contract charges ceded to ALIC were $11,641, $4,254 and $1,523 in 1997,
1996 and 1995, respectively. Credited interest, policy benefits and expenses
ceded to ALIC amounted to $179,954, $113,703 and $71,905 in 1997, 1996 and 1995,
respectively. Investment income earned on the assets which support
contractholder funds is not included in the Company's financial statements as
those assets are owned and managed by ALIC under the terms of reinsurance
agreements.
BUSINESS OPERATIONS
The Company utilizes services and business facilities owned or leased, and
operated by AIC in conducting its business activities. The Company reimburses
AIC for the operating expenses incurred by AIC on behalf of the Company. The
cost to the Company is determined by various allocation methods and is primarily
related to the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $5,959, $759 and $348 in 1997, 1996 and 1995, respectively. Of these costs,
the Company retains investment related expenses. All other costs are ceded to
ALIC under reinsurance agreements.
LAUGHLIN GROUP
Laughlin Group, Inc. ("Laughlin") is an indirect wholly owned subsidiary of
ALIC. Laughlin markets certain of the Company's flexible premium deferred
variable annuity contracts and flexible premium deferred fixed annuity
contracts. Sales commissions paid to Laughlin, for which the related cost was
ceded to ALIC, were $945 and $8,623 during 1997 and 1996, respectively. The
Company had a receivable of $850 from Laughlin at December 31, 1996, which is
included in net receivable from affiliates in the statements of financial
position.
4. INVESTMENTS
FAIR VALUES
The amortized cost, gross unrealized gains and losses, and fair value for
fixed income securities are as follows:
<TABLE>
<CAPTION>
GROSS
UNREALIZED
AMORTIZED ------------------ FAIR
COST GAINS LOSSES VALUE
---------- -------- ------- ----------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1997
U.S. government and agencies............................... $ 24,419 $ 2,961 $ -- $ 27,380
Municipal.................................................. 656 17 -- 673
Corporate.................................................. 25,476 840 -- 26,316
Mortgage-backed securities................................. 30,818 1,056 -- 31,874
---------- -------- ------- ----------
Total fixed income securities............................ $ 81,369 $ 4,874 $ -- $ 86,243
========== ======== ======= ==========
AT DECEMBER 31, 1996
U.S. government and agencies............................... $ 24,265 $ 1,722 $ (3) $ 25,984
Corporate.................................................. 6,970 96 (15) 7,051
Mortgage-backed securities................................. 15,690 664 -- 16,354
---------- -------- ------- ----------
Total fixed income securities............................ $ 46,925 $ 2,482 $ (18) $ 49,389
========== ======== ======= ==========
</TABLE>
F-8
<PAGE> 42
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
4. INVESTMENTS (CONTINUED)
SCHEDULED MATURITIES
The scheduled maturities for fixed income securities are as follows at
December 31, 1997:
<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
---------- ----------
<S> <C> <C>
Due in one year or less..................................... $ 400 $ 400
Due after one year through five years....................... 3,838 3,877
Due after five years through ten years...................... 33,245 35,102
Due after ten years......................................... 13,068 14,990
---------- ----------
50,551 54,369
Mortgage-backed securities.................................. 30,818 31,874
---------- ----------
Total..................................................... $ 81,369 $ 86,243
========== ==========
</TABLE>
Actual maturities may differ from those scheduled as a result of
prepayments by the issuers.
NET INVESTMENT INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1997 1996 1995
-------- -------- -------
<S> <C> <C> <C>
Fixed income securities..................................... $ 5,014 $ 3,478 $ 3,850
Short-term investments...................................... 231 126 113
Participation in Separate Accounts.......................... 161 232 69
-------- -------- -------
Investment income, before expense......................... 5,406 3,836 4,032
Investment expense........................................ 102 62 36
-------- -------- -------
Net investment income..................................... $ 5,304 $ 3,774 $ 3,996
======== ======== =======
</TABLE>
REALIZED CAPITAL GAINS AND LOSSES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
------- ------- ------
<S> <C> <C> <C>
Fixed income securities..................................... $ (61) $ -- $ 459
Short-term investments...................................... 6 -- --
Participation in Separate Accounts.......................... 3,515 -- --
------- ------- ------
Realized capital gains and losses......................... 3,460 -- 459
Income taxes.............................................. (1,211) -- (161)
------- ------- ------
Realized capital gains and losses, after tax.............. $ 2,249 $ -- $ 298
======= ======= ======
</TABLE>
Excluding calls and prepayments, gross losses of $61 and gross gains of
$459 were realized on sales of fixed income securities during 1997 and 1995,
respectively.
UNREALIZED NET CAPITAL GAINS
Unrealized net capital gains on fixed income securities included in
shareholder's equity at December 31, 1997 are as follows:
<TABLE>
<CAPTION>
COST/ UNREALIZED
AMORTIZED FAIR NET
COST VALUE GAINS
---------- ---------- ----------
<S> <C> <C> <C>
Fixed income securities..................................... $ 81,369 $ 86,243 $ 4,874
========== ==========
Deferred income taxes....................................... (1,706)
--------
Unrealized net capital gains.............................. $ 3,168
========
</TABLE>
F-9
<PAGE> 43
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
4. INVESTMENTS (CONTINUED)
CHANGE IN UNREALIZED NET CAPITAL GAINS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Fixed income securities..................................... $ 2,410 $ (2,239) $ 6,423
Participation in Separate Accounts.......................... (1,829) 1,368 461
Deferred income taxes....................................... (203) 304 (2,409)
-------- -------- --------
Increase (decrease) in unrealized net capital gains....... $ 378 $ (567) $ 4,475
======== ======== ========
</TABLE>
SECURITIES ON DEPOSIT
At December 31, 1997, fixed income securities with a carrying value of
$10,108 were on deposit with regulatory authorities as required by law.
5. FINANCIAL INSTRUMENTS
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value estimates of
financial instruments presented below are not necessarily indicative of the
amounts the Company might pay or receive in actual market transactions.
Potential taxes and other transaction costs have not been considered in
estimating fair value. The disclosures that follow do not reflect the fair value
of the Company as a whole since a number of the Company's significant assets
(including reinsurance recoverable) and liabilities (including deferred income
taxes) are not considered financial instruments and are not carried at fair
value. Other assets and liabilities considered financial instruments, such as
accrued investment income, are generally of a short-term nature. It is assumed
that their carrying value approximates fair value.
FINANCIAL ASSETS
The carrying value and fair value of financial assets at December 31, are
as follows:
<TABLE>
<CAPTION>
1997 1996
------------------- -------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Fixed income securities..................................... $ 86,243 $ 86,243 $ 49,389 $ 49,389
Short-term investments...................................... 4,231 4,231 1,287 1,287
Separate Accounts........................................... 620,535 620,535 272,420 272,420
</TABLE>
Fair values for fixed income securities are based on quoted market prices.
Short-term investments are highly liquid investments with maturities of less
than one year whose carrying value approximates fair value.
Separate Accounts assets are carried in the statements of financial
position at fair value.
FINANCIAL LIABILITIES
The carrying value and fair value of financial liabilities at December 31,
are as follows:
<TABLE>
<CAPTION>
1997 1996
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contractholder funds on investment contracts........... $2,636,331 $2,492,095 $2,059,642 $1,949,329
Separate Accounts...................................... 620,535 620,535 260,290 260,290
</TABLE>
The fair value of contractholder funds on investment contracts is based on
the terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges. The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations. Separate
Accounts liabilities are carried at the fair value of the underlying assets.
F-10
<PAGE> 44
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
6. INCOME TAXES
For 1996 and 1995, the Company filed a separate federal income tax return.
The Company will join the Corporation and its other eligible domestic
subsidiaries in the filing of a consolidated federal income tax return (the
"Allstate Group") for 1997 and is party to a federal income tax allocation
agreement (the "Tax Sharing Agreement"). Under the Tax Sharing Agreement, the
Company paid to or received from the Corporation the amount, if any, by which
the Allstate Group's federal income tax liability was affected by virtue of
inclusion of the Company in the consolidated federal income tax return.
Effectively, this results in the Company's annual income tax provision being
computed, with adjustments, as if the Company filed a separate return.
Prior to the Distribution, the Corporation and all of its eligible domestic
subsidiaries, including the Company, joined with Sears and its domestic business
units (the "Sears Group") in the filing of a consolidated federal income tax
return (the "Sears Tax Group") and were parties to a federal income tax
allocation agreement (the "Sears Tax Sharing Agreement"). Under the Sears Tax
Sharing Agreement, the Company, through the Corporation, paid to or received
from the Sears Group the amount, if any, by which the Sears Tax Group's federal
income tax liability was affected by virtue of inclusion of the Company in the
consolidated federal income tax return. Effectively, this resulted in the
Company's annual income tax provision being computed as if the Allstate Group
filed a separate consolidated return, except that items such as net operating
losses, capital losses or similar items, which might not be recognized in a
separate return, were allocated according to the Sears Tax Sharing Agreement.
The Allstate Group and Sears Group have entered into an agreement which
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Distribution ("Consolidated Tax Years"). The
agreement provides that all Consolidated Tax Years will continue to be governed
by the Sears Tax Sharing Agreement with respect to the Allstate Group's federal
income tax liability.
The components of the deferred income tax liability at December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Unrealized net capital gains on fixed income securities..... $ 1,706 $ 1,503
Difference in tax bases of investments...................... 66 25
-------- --------
Total deferred liability.................................. $ 1,772 $ 1,528
======== ========
</TABLE>
The components of income tax expense for the year ended December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Current..................................................... $ 3,037 $ 1,335 $ 1,615
Deferred.................................................... 41 4 (39)
------- ------- -------
Total income tax expense.................................. $ 3,078 $ 1,339 $ 1,576
======= ======= =======
</TABLE>
The Company paid income taxes of $2,839, $2,446 and $866 in 1997, 1996 and
1995, respectively.
A reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate........................... 35.0% 35.0% 35.0%
Other....................................................... .1 .5 .4
---- ---- ----
Effective federal income tax rate........................... 35.1% 35.5% 35.4%
==== ==== ====
</TABLE>
F-11
<PAGE> 45
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
7. STATUTORY FINANCIAL INFORMATION
The following tables reconcile net income for the year ended December 31,
and shareholder's equity at December 31, as reported herein in conformity with
generally accepted accounting principles with statutory net income and capital
and surplus, determined in accordance with statutory accounting practices
prescribed or permitted by insurance regulatory authorities:
<TABLE>
<CAPTION>
NET INCOME
---------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Balance per generally accepted accounting principles........ $ 5,686 $ 2,435 $ 2,879
Deferred income taxes..................................... 41 4 (39)
Unrealized gain on participation in Separate Accounts..... (1,829) 1,368 --
Statutory investment reserves............................. 93 35 (279)
Other..................................................... (354) (85) 108
------- ------- -------
Balance per statutory accounting practices.................. $ 3,637 $ 3,757 $ 2,669
======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
------------------------
1997 1996
-------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles........ $ 87,944 $ 81,880
Deferred income taxes..................................... 1,772 1,528
Unrealized gain/loss on fixed income securities........... (4,874) (2,464)
Non-admitted assets....................................... (86) (850)
Statutory investment reserves............................. 958 (2,282)
Other..................................................... (3,114) (2,118)
-------- ---------
Balance per statutory accounting practices.................. $ 82,600 $ 75,694
======== =========
</TABLE>
PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Illinois
Department of Insurance. Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations and general administrative rules.
Permitted statutory accounting practices encompass all accounting practices not
so prescribed. The Company does not follow any permitted statutory accounting
practices that have a material effect on statutory surplus, statutory net income
or risk-based capital.
Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles is expected in early 1998. The requirements may be
effective as early as January 1, 1999, and are not expected to have a material
impact on statutory surplus of the Company.
DIVIDENDS
The ability of the Company to pay dividends is dependent on business
conditions, income, cash requirements of the Company and other relevant factors.
The payment of shareholder dividends by insurance companies without the prior
approval of the state insurance regulator is limited to formula amounts based on
net income and capital and surplus, determined in accordance with statutory
accounting practices, as well as the timing and amount of dividends paid in the
preceding twelve months. The maximum amount of dividends that the Company can
distribute during 1998 without prior approval of the Illinois Department of
Insurance is $8,050.
F-12
<PAGE> 46
GLENBROOK LIFE AND ANNUITY COMPANY
SCHEDULE IV -- REINSURANCE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
---------- -------- ----------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Life insurance in force..................................... $ 4,095 $ 4,095 $ --
========== ======== ==========
Premiums and contract charges:
Life and annuities........................................ $ 11,641 $ 11,641 $ --
========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
---------- -------- ----------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Life insurance in force..................................... $ 2,436 $ 2,436 $ --
========== ======== ==========
Premiums and contract charges:
Life and annuities........................................ $ 4,254 $ 4,254 $ --
========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
---------- -------- ----------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Life insurance in force..................................... $ 1,250 $ 1,250 $ --
========== ======== ==========
Premiums and contract charges:
Life and annuities........................................ $ 6,571 $ 6,571 $ --
========== ======== ==========
</TABLE>
F-13
<PAGE> 47
APPENDIX A
MARKET VALUE ADJUSTMENT
The Market Value Adjustment is based on the following:
I = the Treasury Rate for a maturity equal to the Sub-account's Guarantee
Period for the week preceding the establishment of the Sub-account.
N = the number of whole and partial years from the date we receive the
withdrawal, or death benefit request, or from the Payout Start Date to
the end of the Sub-account's Guarantee Period.
J = the Treasury Rate for a maturity of length N for the week preceding the
receipt of the withdrawal request, death benefit request, or income
payment request. If a Note with 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
Any transfer, withdrawal in excess of the free withdrawal amount, or death
benefit paid from a Sub-account of the Fixed Account will be multiplied by the
Market Value Adjustment factor to determine the Market Value Adjustment.
ILLUSTRATION
EXAMPLE OF MARKET VALUE ADJUSTMENT
<TABLE>
<S> <C>
Purchase Payment: $10,000
Guarantee Period: 5 Years
Guaranteed Interest Rate: 4.50%
5 Year Treasury Rate at the time the
Sub-account is established: 4.50%
Full Withdrawal: End of Contract Year 3
</TABLE>
NOTE: THIS ILLUSTRATION ASSUMES THAT PREMIUM TAXES WERE NOT APPLICABLE.
EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 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%
N = 730 days = 2
---------------------------------------------------------------------
365 days
Market Value Adjustment Factor .9 X (I-J) X N
= .9 X (.045 - .042) X 2 = .0054
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 Customers as a Result of a Full
Withdrawal at the end of Contract Year 3:
= 11,411.66 - 450.00 + 56.22 = $11,017.88
A-1
<PAGE> 48
EXAMPLE 2: (ASSUMES RISING INTEREST RATES)
Step 1: Calculate Account 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 = 4.8%
N = 730 days = 2
---------------------------------------------------------------------
365 days
Market Value Adjustment Factor .9 X (I-J) X N
= .9 X (.045 - .048) X 2 = -.0054
Market Value Adjustment = Factor X Amount Subject to Market Value Adjustment:
= -.0054 X ($11,411.66 - 1,000) = $56.22
Step 5: Calculate The Net Withdrawal Value at End of Contract Year 3:
= 11,411.66 - 450.00 - 56.22 = $10,905.44
A-2
<PAGE> 49
STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS........ 3
REINVESTMENT................................................ 3
THE CONTRACT................................................ 3
Purchase of Contracts..................................... 3
Performance Data.......................................... 3
Tax-free Exchanges (1035 Exchanges, Rollovers and
Transfers)............................................. 5
Premium Taxes............................................. 5
Tax Reserves.............................................. 5
INCOME PAYMENTS............................................. 6
Calculation of Variable Annuity Unit Values............... 6
GENERAL MATTERS............................................. 6
Incontestability.......................................... 6
Settlements............................................... 6
Safekeeping of the Variable Account's Assets.............. 6
FEDERAL TAX MATTERS......................................... 6
Introduction.............................................. 6
Taxation of Glenbrook Life and Annuity Company............ 6
Exceptions to the Non-Natural Owner Rule.................. 7
IRS Required Distribution at Death Rules.................. 7
Qualified Plans........................................... 7
Types of Qualified Plans.................................. 7
SEPARATE ACCOUNT A VARIABLE ACCOUNT FINANCIAL STATEMENTS.... F-1
</TABLE>
B-1
<PAGE> 50
ORDER FORM
Please send me a copy of the most recent Statement of Additional
Information for the Glenbrook Life and Annuity Company Separate Account A.
- --------------------------------------------------------------------------------
(Date) (Name)
----------------------------------------------------
(Street Address)
----------------------------------------------------
(City) (State) (Zip Code)
Send to:
Glenbrook Life and Annuity Company
Post Office Box 94039
Palatino, Illinois 60094-4039
Attention: Broker Dealer Distribution
B-2
<PAGE> 51
STATEMENT OF ADDITIONAL INFORMATION
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94039
PALATINE, IL 60094-4039
1 (800) 776-6978
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACTS
This Statement of Additional Information supplements the information in the
prospectus for the Individual and Group Flexible Premium Deferred Variable
Annuity Contract offered by Glenbrook Life and Annuity Company ("Company"), a
wholly owned subsidiary of Allstate Life Insurance Company. The Contract is
primarily designed to aid individuals in long-term financial planning and it can
be used for retirement planning regardless of whether the plan qualifies for
special federal income tax treatment. The prospectus may be obtained from
Glenbrook Life and Annuity Company by writing or calling the address or
telephone number listed above.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT
The prospectus, dated May 1, 1998, has been filed with the United States
Securities and Exchange Commission
DATED MAY 1, 1998.
1
<PAGE> 52
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS........ 3
REINVESTMENT................................................ 3
THE CONTRACT................................................ 3
Purchase of Contracts..................................... 3
Performance Data.......................................... 3
Tax-free Exchanges (1035 Exchanges, Rollovers and
Transfers)............................................. 5
Premium Taxes............................................. 5
Tax Reserves.............................................. 5
INCOME PAYMENTS............................................. 6
Calculation of Variable Annuity Unit Values............... 6
GENERAL MATTERS............................................. 6
Incontestability.......................................... 6
Settlements............................................... 6
Safekeeping of the Variable Account's Assets.............. 6
FEDERAL TAX MATTERS......................................... 6
Introduction.............................................. 6
Taxation of Glenbrook Life and Annuity Company............ 6
Exceptions to the Non-Natural Owner Rule.................. 7
IRS Required Distribution at Death Rules.................. 7
Qualified Plans........................................... 7
Types of Qualified Plans.................................. 7
SEPARATE ACCOUNT A VARIABLE ACCOUNT FINANCIAL STATEMENTS.... F-1
</TABLE>
2
<PAGE> 53
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS
The Company retains the right, subject to any applicable law, to make
additions to, deletions from or substitutions for the Fund shares held by any
Sub-account of the Variable Account. The Company reserves the right to eliminate
the shares of any of the Funds and to substitute shares of another Fund of the
Fund Series, or of another open-end, registered investment company, if the
shares of the Fund are no longer available for investment, or if, in the
Company's judgment, investment in any Fund would become inappropriate in view of
the purposes of the Variable Account. Substitutions of shares attributable to an
Owner's interest in a Sub-account will not be made until the Owner has been
notified of the change, and until the Securities and Exchange Commission has
approved the change, to the extent such notification and approval is required by
the Investment Company Act of 1940. Nothing contained in this Statement of
Additional Information shall prevent the Variable Account from purchasing other
securities for other series or classes of contracts, or from effecting a
conversion between series or classes of contracts on the basis of requests made
by Owners.
The Company may also establish additional Sub-accounts or series of
Sub-accounts of the Variable Account. Each additional Sub-account would purchase
shares in a new Fund of the Fund Series or in another mutual fund. New
Sub-accounts may be established when, in the sole discretion of the Company,
marketing needs or investment conditions warrant. Any new Sub-accounts offered
in conjunction with the Contract will be made available to existing Owners on a
basis to be determined by the Company. The Company may also eliminate one or
more Sub-accounts if, in its sole discretion, marketing, tax or investment
conditions so warrant.
In the event of any such substitution or change, the Company may, by
appropriate endorsement, make such changes in the Contract as may be necessary
or appropriate to reflect such substitution or change. If deemed to be in the
best interests of persons having voting rights under the policies, the Variable
Account may be operated as a management company under the Investment Company Act
of 1940 or it may be deregistered under such Act in the event such registration
is no longer required.
REINVESTMENT
All dividends and capital gains distributions from the Funds are
automatically reinvested in shares of the distributing Fund at their net asset
value.
THE CONTRACT
PURCHASE OF CONTRACTS
The Contracts are offered to the public through brokers as well as banks
licensed under the federal securities laws and state insurance laws. The
Contracts are distributed through the principal underwriter for the Variable
Account, Allstate Life Financial Services, Inc., an affiliate of Glenbrook Life
and Annuity Company. The offering of the Contracts is continuous and the Company
does not anticipate discontinuing the offering of the Contracts. However, the
Company reserves the right to discontinue the offering of the Contracts.
PERFORMANCE DATA
From time to time the Variable Account may publish advertisements
containing performance data relating to its Sub-accounts. The performance data
for the Sub-accounts (other than for the AIM V.I. Money Market Sub-account) will
always be accompanied by total return quotations. Performance figures used by
the Variable Account are based on actual historical performance of its
Sub-accounts for specified periods, and the figures are not intended to indicate
future performance. The Variable Account may also disclose yield, standard total
return, and non-standard total return for periods prior to the date that the
Variable Account commenced operations. For periods prior to the date the
Variable Account commenced operations, performance information for the
Sub-accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Sub-accounts were in existence for the same periods
as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-accounts.
A Sub-account's "average annual total return" represents an annualization
of the Sub-account's total return over a particular period and is computed by
finding the annual percentage rate which, when compounded annually, will
accumulate a hypothetical $1,000 Purchase Payment to the redeemable value at the
end of the one, five or ten year period, or for a period from the date of
commencement of the Sub-account's operations, if shorter than any of the
foregoing. The average annual total return is obtained by dividing the ending
redeemable value, after deductions for any Withdrawal Charges or Contract
Maintenance Charges imposed on the Contracts by the Variable Account, by the
initial hypothetical $1,000 Purchase Payment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and subtracting 1 from
the result.
The Withdrawal Charges assessed upon redemption are computed as follows:
the free withdrawal amount is not assessed a withdrawal charge. Withdrawal
charges are charged on the amount of redemption equal to the purchase payment,
reduced by the amount of the free withdrawal amount, if any. The remaining
amount of the redemption, if any, is not assessed a Withdrawal Charge. The
Withdrawal Charge Schedule specifies rates based on the number of complete years
since each Purchase Payment was made. The
3
<PAGE> 54
Contract Maintenance Charge ($35 per contract) used in the total return
calculation is normally prorated using the following method: The total amount of
annual Contract fees collected during the year is divided by the total average
net assets of all the Sub-accounts. The resulting percentage is then multiplied
by the ending Contract Value.
In addition, the Variable Account may advertise the total return over
different periods of time by means of aggregate, average, year-by-year or other
types of total return figures. Such calculations would not reflect deductions
for Withdrawal Charges which may be imposed on the Contracts by the Variable
Account which, if reflected, would reduce the performance quoted. The formula
for computing such total return quotations involves a per unit change
calculation. This calculation is based on the Accumulation Unit value at the end
of the defined period divided by the Accumulation Unit value at the beginning of
such period, minus 1. The periods included in such advertisements are
"year-to-date" (prior calendar year end to the day of the advertisement); "year
to most recent quarter" (prior calendar year end to the end of the most recent
quarter); "the prior calendar year"; "n' most recent Calendar Years"; and
"Inception (commencement of the Sub-account's operation) to date" (day of the
advertisement).
The standard total returns for the Sub-accounts for the period of each
Sub-account's operations during 1995 are presented below. Note that these total
returns have not been annualized.
From time to time, sales literature or advertisements may also quote
average annual total returns for periods prior to the date the Variable Account
commenced operations. Such performance information for the Subaccounts will be
calculated based on the performance of the Portfolios and the assumption that
the Sub-accounts were in existence for the same periods as those indicated for
the Portfolios, with the level of Contract charges currently in effect.
STANDARDIZED TOTAL RETURN
Such average annual return information for the Subaccounts (including
deduction of the Surrender Charge) is as follows:
<TABLE>
<CAPTION>
SUBACCOUNT AND DATE FOR THE 1-YEAR FOR THE 5-YEAR FROM INCEPTION
OF INCEPTION OF PERIOD ENDED PERIOD ENDED OF THE PORTFOLIO
CORRESPONDING PORTFOLIO 12/31/97 12/31/97 12/31/97
- ------------------------------------------------------------ ----- ----- -----
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund*......................... 6.41 % N/A 10.39 %
AIM V.I. Diversified Income Fund*........................... 2.36 % N/A 6.17 %
AIM V.I. Global Utilities Fund**............................ 14.42 % N/A 13.72 %
AIM V.I. Government Securities Fund*........................ 1.14 % N/A 1.75 %
AIM V.I. Growth Fund*....................................... 19.58 % N/A 17.12 %
AIM V.I. Growth and Income Fund**........................... 18.45 % N/A 17.76 %
AIM V.I. International Equity Fund*......................... -0.06 % N/A 9.78 %
AIM V.I. Value Fund*........................................ 16.45 % N/A 13.73 %
AIM V.I. Money Market Fund*................................. -1.83 % N/A 1.33 %
</TABLE>
- ------------
* Portfolio inception date of May 5, 1993
** Portfolio inception date of May 2, 1994
OTHER TOTAL RETURNS
From time to time, sales literature or advertisements may also quote
average annual total returns that do not reflect the Surrender Charge. These are
calculated in exactly the same way as the average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered. Sales literature or
advertisements may also quote such average annual total returns for periods
prior to the date the Variable Account commenced operations, calculated based on
the performance of the Portfolios and the assumption that the Sub-accounts were
in existence for the same periods as those indicated for the Portfolios, with
the level of Contract charges currently in effect except for the Surrender
Charge.
4
<PAGE> 55
Such average annual total return information for the Sub-accounts (not
including deduction of the Surrender Charge) is as follows:
<TABLE>
<CAPTION>
FOR THE PERIOD
SUBACCOUNT AND DATE FOR THE 1-YEAR FOR THE 5-YEAR FROM INCEPTION
OF INCEPTION OF PERIOD ENDED PERIOD ENDED OF THE PORTFOLIO
CORRESPONDING PORTFOLIO 12/31/97 12/31/97 12/31/97
----------------------- -------------- -------------- ----------------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund*...................... 11.87% N/A 16.47%
AIM V.I. Diversified Income Fund*........................ 7.82% N/A 6.77%
AIM V.I. Global Utilities Fund**......................... 19.89% N/A 13.49%
AIM V.I. Government Securities Fund*..................... 6.60% N/A 3.87%
AIM V.I. Growth Fund*.................................... 25.04% N/A 15.90%
AIM V.I. Growth and Income Fund**........................ 23.91% N/A 19.37%
AIM V.I. International Equity Fund*...................... 5.40% N/A 11.19%
AIM V.I. Value Fund*..................................... 21.91% N/A 17.72%
AIM V.I. Money Market Fund*.............................. 3.63% N/A 3.53%
</TABLE>
- ------------
* Portfolio inception date of May 5, 1993
** Portfolio inception date of May 2, 1994
The Variable Account may also advertise the performance of the Sub-accounts
relative to certain performance rankings and indexes compiled by independent
organizations, such as: (a) Lipper Analytical Services, Inc.; (b) the Standard &
Poor's 500 Composite Stock Price Index ("S & P 500"); (c) A.M. Best Company; (d)
Bank Rate Monitor; and (e) Morningstar.
ADJUSTED HISTORICAL RETURN
<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FROM
PERIOD ENDED PERIOD ENDED INCEPTION*
SUBACCOUNT 12/31/97 12/31/97 12/6/95
---------- -------------- -------------- ----------------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund....................... 6.41% N/A 15.96%
AIM V.I. Diversified Income Fund......................... 2.36% N/A 6.08%
AIM V.I. Global Utilities Fund........................... 14.42% N/A 12.55%
AIM V.I. Government Securities Fund...................... 1.14% N/A 3.11%
AIM V.I. Growth Fund..................................... 19.58% N/A 15.37%
AIM V.I. Growth and Income Fund.......................... 18.45% N/A 18.54%
AIM V.I. International Equity Fund....................... -0.06% N/A 10.60%
AIM V.I. Value Fund...................................... 16.45% N/A 17.22%
AIM V.I. Money Market Fund............................... -1.83% N/A 1.33%
</TABLE>
- ------------
*Portfolio inception date of December 6, 1995
TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)
The Company accepts Purchase Payments which are the proceeds of a Contract
in a transaction qualifying for a tax-free exchange under Section 1035 of the
Internal Revenue Code. Except as required by federal law in calculating the
basis of the Contract, the Company does not differentiate between Section 1035
Purchase Payments and non-Section 1035 Purchase Payments.
The Company also accepts "rollovers" and transfers from Contracts
qualifying as tax-sheltered annuities ("TSAs"), individual retirement annuities
or accounts ("IRAs"), or any other Qualified Contract which is eligible to
"rollover" into an IRA. The Company differentiates among Non-Qualified
Contracts, TSAs, IRAs and other Qualified Contracts to the extent necessary to
comply with federal tax laws. For example, the Company restricts the assignment,
transfer or pledge of TSAs and IRAs so the Contracts will continue to qualify
for special tax treatment. An Owner contemplating any such exchange, rollover or
transfer of a Contract should contact a competent tax adviser with respect to
the potential effects of such a transaction.
PREMIUM TAXES
Applicable premium tax rates depend on the Owner's state of residency and
the insurance laws and status of the Company in those states where premium taxes
are incurred. Premium tax rates may be changed by legislation, administrative
interpretations or judicial acts.
TAX RESERVES
The Company does not establish capital gains tax reserves for the
Sub-account nor deduct charges for tax reserves because the Company believes
that capital gains attributable to the Variable Account will not be taxable.
However, the Company reserves the right to deduct charges to establish tax
reserves for potential taxes on realized or unrealized capital gains.
5
<PAGE> 56
INCOME PAYMENTS
CALCULATION OF VARIABLE ANNUITY UNIT VALUES
The amount of the first Income Payment is calculated by applying the
Contract Value allocated to each Variable Sub-account less any applicable
premium tax charge deducted at this time, to the income payment tables in the
Contract. The first Variable Annuity Income Payment is divided by the
Sub-account's then current annuity unit value to determine the number of annuity
units upon which later Income Payments will be based. Variable Annuity Income
Payments after the first will be equal to the sum of the number of annuity units
determined in this manner for each Sub-account times the then current annuity
unit value for each respective Sub-account.
Annuity units in each variable Sub-account are valued separately and
annuity unit values will depend upon the investment experience of the particular
Portfolios in which the Sub-account invests. The value of the annuity unit for
each variable Sub-account at the end of any Valuation Period is calculated by:
(a) multiplying the annuity unit Value at the end of the immediately preceding
Valuation Period by the Sub-accounts Net Investment Factor during the period;
and then (b) dividing the product by the sum of 1.0 plus the assumed investment
rate for the period. The assumed investment rate adjusts for the interest rate
assumed in the Income Payment tables used to determine the dollar amount of the
first Variable Annuity Income Payment, and is at an effective annual rate which
is disclosed in the Contract.
The amount of the first Income Payment paid under an income plan is
determined using the interest rate and mortality table disclosed in the
Contract. Due to judicial or legislative developments regarding the use of
tables which do not differentiate on the basis of sex, different annuity tables
may be used.
GENERAL MATTERS
INCONTESTABILITY
The Contract will not be contested after it is issued.
SETTLEMENTS
Due proof of the Owner(s) death (or Annuitant's death if there is a
non-natural Owner) must be received prior to settlement of a death claim.
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS
The Company holds title to the assets of the Variable Account. The assets
are kept physically segregated and held separate and apart from the Company's
general corporate assets. Records are maintained of all purchases and
redemptions of the Fund shares held by each of the variable Sub-accounts.
The Fund does not issue certificates and, therefore, the Company holds the
Account's assets in open account in lieu of stock certificates. See the Fund's
prospectus for a more complete description of the custodian of the Fund.
FEDERAL TAX MATTERS
INTRODUCTION
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax
consequences of ownership or receipt of distributions under an annuity contract
depend on the individual circumstances of each person. If you are concerned
about any tax consequences with regard to your individual circumstances, you
should consult a competent tax adviser.
TAXATION OF GLENBROOK LIFE AND ANNUITY COMPANY
The Company is taxed as a life insurance company under Part I of Subchapter
L of the Internal Revenue Code. Since the Variable Account is not an entity
separate from the Company, and its operations form a part of the Company, it
will not be taxed separately as a "Regulated Investment Company" under
Subchapter M of the Code. Investment income and realized capital gains of the
Variable Account are automatically applied to increase reserves under the
contract. Under existing federal income tax law, the Company believes that the
Variable Account investment income and capital gains will not be taxed to the
extent that such income and gains are applied to increase the reserves under the
contract. Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Variable Account, and therefore
the Company does not intend to make provisions for any such taxes. If the
Company is
6
<PAGE> 57
taxed on investment income or capital gains of the Variable Account, then the
Company may impose a charge against the Variable Account in order to make
provision for such taxes.
EXCEPTIONS TO THE NON-NATURAL OWNER RULE
There are several exceptions to the general rule that contracts held by a
non-natural owner are not treated as annuity contracts for federal income tax
purposes. Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity which holds the contract as agent for a
natural person. However, this special exception will not apply in the case of an
employer who is the nominal owner of an annuity contract under a non-qualified
deferred compensation arrangement for its employees. Other exceptions to the
non-natural owner rule are: (1) contracts acquired by an estate of a decedent by
reason of the death of the decedent; (2) certain qualified contracts; (3)
contracts purchased by employers upon the termination of certain qualified
plans; (4) certain contracts used in connection with structured settlement
agreements, and (5) contracts purchased with a single premium when the annuity
starting date is no later than a year from purchase of the annuity and
substantially equal periodic payments are made, not less frequently than
annually, during the annuity period.
IRS REQUIRED DISTRIBUTION AT DEATH RULES
In order to be considered an annuity contract for federal income tax
purposes, an annuity contract must provide: (1) if any owner dies on or after
the annuity start date but before the entire interest in the contract has been
distributed, the remaining portion of such interest must be distributed at least
as rapidly as under the method of distribution being used as of the date of the
owner's death; (2) if any owner dies prior to the annuity start date, the entire
interest in the contract will be distributed within five years after the date of
the owner's death. These requirements are satisfied if any portion of the
owner's interest which is payable to (or for the benefit of) a designated
beneficiary is distributed over the life of such beneficiary (or over a period
not extending beyond the life expectancy of the beneficiary) and the
distributions begin within one year of the owner's death. If the owner's
designated beneficiary is the surviving spouse of the owner, the contract may be
continued with the surviving spouse as the new owner. If the owner of the
contract is a non-natural person, then the annuitant will be treated as the
owner for purposes of applying the distribution at death rules. In addition, a
change in the annuitant on a contract owned by a non-natural person will be
treated as the death of the owner.
QUALIFIED PLANS
This annuity contract may be used with several types of qualified plans.
The tax rules applicable to participants in such qualified plans vary according
to the type of plan and the terms and conditions of the plan itself. Adverse tax
consequences may result from excess contributions, premature distributions,
distributions that do not conform to specified commencement and minimum
distribution rules, excess distributions and in other circumstances. Owners and
participants under the plan and annuitants and beneficiaries under the contract
may be subject to the terms and conditions of the plan regardless of the terms
of the contract.
TYPES OF QUALIFIED PLANS
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (IRA).
Individual Retirement Annuities are subject to limitations on the amount that
can be contributed and on the time when distributions may commence. Certain
distributions from other types of qualified plans may be "rolled over" on a
tax-deferred basis into an Individual Retirement Annuity. An IRA generally may
not provide life insurance, but it may provide a death benefit that equals the
greater of the premiums paid and the contract's cash value. The contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the contract value. It is possible that the Death Benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the result that the Contract would not be viewed as satisfying the
requirements of an IRA.
ROTH INDIVIDUAL RETIREMENT ANNUITIES
Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth Individual
Retirement Annuity. Roth Individual Retirement Annuities are subject to
limitations on the amount that can be contributed and on the time when
distributions may commence. "Qualified distributions" from Roth Individual
Retirement Annuities are not includible in gross income. "Qualified
distributions" are any distributions made more than five taxable years after the
taxable year of the first contribution to the Roth Individual Retirement
Annuity, and which are made on or after the date the individual attains age 59
1/2, made to a beneficiary after the owner's death, attributable to the owner
being disabled or for a first time home purchase (first time home purchases are
subject to a lifetime limit of $10,000). "Nonqualified distributions" are
treated as made from contributions first and are includible in gross income to
the extent such distributions exceed the contributions made to the Roth
Individual Retirement Annuity. The taxable portion of a "nonqualified
distribution" may be subject to the 10% penalty tax on premature distributions.
Subject to certain
7
<PAGE> 58
limitations, a traditional Individual Retirement Account or Annuity may be
converted or "rolled over" to a Roth Individual Retirement Annuity. The taxable
portion of a conversion or rollover distribution is includible in gross income,
but is exempted from the 10% penalty tax on premature distributions.
SIMPLIFIED EMPLOYEE PENSION PLANS
Section 408(k) of the Code allows employers to establish simplified
employee pension plans for their employees using the employees' individual
retirement annuities if certain criteria are met. Under these plans the employer
may, within specified limits, make deductible contributions on behalf of the
employees to their individual retirement annuities. Employers intending to use
the contract in connection with such plans should seek competent advice. In
particular, employers should consider that an IRA generally may not provide life
insurance, but it may provide a death benefit that equals the greater of the
premiums paid and the contract's cash value. The contract provides a death
benefit that in certain circumstances may exceed the greater of the payments and
the contract value. It is possible that the Death Benefit could be viewed as
violating the prohibition on investment in life insurance contracts with the
result that the Contract would not be viewed as satisfying the requirements of
an IRA.
SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)
Sections 408(p) and 401(k) of the Code allow employers with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section 401(k) qualified cash or deferred arrangement. In
general, a SIMPLE plan consists of a salary deferral program for eligible
employees and matching or nonelective contributions made by employers. Employers
intending to use the contract in conjunction with SIMPLE plans should seek
competent tax and legal advice.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers purchase annuity contracts for them, and subject
to certain limitations, to exclude the purchase payments from the employees'
gross income. An annuity contract used for a Section 403(b) plan must provide
that distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
on or after the date the employee attains age 59 1/2, separates from service,
dies, becomes disabled or on the account of hardship (earnings on salary
reduction contributions may not be distributed for hardship). These limitations
do not apply to withdrawals where the Company is directed to transfer some or
all of the contract value to another 403(b) plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of tax favored retirement plans for employees. The
Self-Employed Individuals Retirement Act of 1962, as amended, (commonly referred
to as "H.R. 10" or "Keogh") permits self-employed individuals to establish tax
favored retirement plans for themselves and their employees. Such retirement
plans may permit the purchase of annuity contracts in order to provide benefits
under the plans.
STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION
DEFERRED COMPENSATION PLANS
Section 457 of the Code permits employees of state and local governments
and tax-exempt organizations to defer a portion of their compensation without
paying current taxes. The employees must be participants in an eligible deferred
compensation plan. To the extent the contracts are used in connection with an
eligible plan, employees are considered general creditors of the employer and
the employer as owner of the contract has the sole right to the proceeds of the
contract. Generally, under the non-natural owner rules, such contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan. However, under a
457 plan all the compensation deferred under the plan must remain solely the
property of the employer, subject only to the claims of the employer's general
creditors, until such time as made available to the employee or a beneficiary.
8
<PAGE> 59
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
GLENBROOK LIFE AND ANNUITY COMPANY:
We have audited the accompanying statement of net assets of Glenbrook Life
and Annuity Company Separate Account A (the "Account") as of December 31, 1997,
and the related statement of operations for the year then ended and the
statements of changes in net assets for each of the years in the two-year period
then ended of the Capital Appreciation Fund, Diversified Income Fund, Global
Utilities Fund, Government Securities Fund, Growth Fund, Growth and Income Fund,
International Equity Fund, Money Market Fund, and Value Fund portfolios of the
AIM Variable Insurance Funds, Inc. that comprise the Account. These financial
statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1997. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Account as of December 31, 1997, the
results of its operations for the year then ended and the changes in its net
assets for each of the years in the two-year period then ended, of each of the
portfolios comprising the Account, in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 20, 1998
F-1
<PAGE> 60
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENT OF NET ASSETS
($ AND SHARES IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
<S> <C>
Assets
Investments in the AIM Variable Insurance Funds, Inc.
Portfolios:
Capital Appreciation Fund, 4,598 shares (cost
$90,890).............................................. $100,002
Diversified Income Fund, 2,037 shares (cost $21,538)... 22,994
Global Utilities Fund, 378 shares (cost $4,975)........ 5,767
Government Securities Fund, 559 shares (cost $5,700)... 5,964
Growth Fund, 2,915 shares (cost $50,689)............... 57,799
Growth and Income Fund, 4,128 shares (cost $65,698).... 77,904
International Equity Fund, 2,697 shares (cost
$43,799).............................................. 46,208
Money Market Fund, 13,874 shares (cost $13,874)........ 13,874
Value Fund, 4,735 shares (cost $88,258)................ 98,625
--------
Total assets...................................... 429,137
Liabilities
Payable to Glenbrook Life and Annuity Company:
Accrued contract maintenance charges................... 115
--------
Net assets........................................ $429,022
========
</TABLE>
See notes to financial statements.
F-2
<PAGE> 61
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
-------------------------------------------------------------
CAPITAL DIVERSIFIED GLOBAL GOVERNMENT
APPRECIATION INCOME UTILITIES SECURITIES GROWTH
FUND FUND FUND FUND FUND
------------ ----------- --------- ---------- -------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends.................................. $ 1,294 $ 19 $ 2 $ 3 $ 2,091
Charges from Glenbrook Life and Annuity
Company:
Mortality and expense risk............... (1,055) (205) (44) (53) (556)
Administrative expense................... (78) (15) (3) (4) (41)
------- ------- ----- ----- -------
Net investment income (loss).......... 161 (201) (45) (54) 1,494
REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS
Realized gains (losses) from sales of
investments:
Proceeds from sales...................... 2,231 1,238 323 846 1,504
Cost of investments sold................. (1,926) (1,125) (291) (848) (1,321)
------- ------- ----- ----- -------
Net realized gains (losses).............. 305 113 32 (2) 183
Change in unrealized gains................. 6,963 1,475 731 325 6,686
------- ------- ----- ----- -------
Net gains on investments.............. 7,268 1,588 763 323 6,869
------- ------- ----- ----- -------
CHANGE IN NET ASSETS RESULTING FROM
OPERATIONS............................... $ 7,429 $ 1,387 $ 718 $ 269 $ 8,363
======= ======= ===== ===== =======
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
----------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
----------------------------------------------------------
GROWTH AND MONEY
INCOME INTERNATIONAL MARKET VALUE
FUND EQUITY FUND FUND FUND TOTAL
---------- ------------- -------- ------- --------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends.................................. $ 100 $ 936 $ 659 $ 3,490 $ 8,594
Charges from Glenbrook Life and Annuity
Company:
Mortality and expense risk............... (722) (511) (176) (921) (4,243)
Administrative expense................... (53) (38) (13) (68) (313)
------- ------- -------- ------- --------
Net investment income (loss).......... (675) 387 470 2,501 4,038
REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS
Realized gains (losses) from sales of
investments:
Proceeds from sales...................... 964 1,784 19,386 1,881 30,157
Cost of investments sold................. (829) (1,669) (19,386) (1,693) (29,088)
------- ------- -------- ------- --------
Net realized gains (losses).............. 135 115 -- 188 1,069
Change in unrealized gains................. 10,445 817 -- 9,182 36,624
------- ------- -------- ------- --------
Net gains on investments.............. 10,580 932 -- 9,370 37,693
------- ------- -------- ------- --------
CHANGE IN NET ASSETS RESULTING FROM
OPERATIONS............................... $ 9,905 $ 1,319 $ 470 $11,871 $ 41,731
======= ======= ======== ======= ========
</TABLE>
See notes to financial statements.
F-3
<PAGE> 62
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
-------------------------------------------------------------
CAPITAL DIVERSIFIED GLOBAL GOVERNMENT
APPRECIATION INCOME UTILITIES SECURITIES GROWTH
FUND FUND FUND FUND FUND
------------ ----------- --------- ---------- -------
($ AND UNITS IN THOUSANDS, EXCEPT VALUE PER UNIT)
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss)............... $ 161 $ (201) $ (45) $ (54) $ 1,494
Net realized gains (losses)................ 305 113 32 (2) 183
Change in unrealized gains................. 6,963 1,475 731 325 6,686
------- ------- ------ ------ -------
Change in net assets resulting from
operations.......................... 7,429 1,387 718 269 8,363
FROM CAPITAL TRANSACTIONS
Deposits................................... 42,558 13,392 2,312 3,051 23,709
Benefit payments........................... (987) (75) (27) -- (754)
Payments on termination.................... (2,359) (613) (80) (70) (769)
Contract maintenance charges............... (36) (7) (2) (1) (20)
Transfers among the portfolios and with the
Fixed Account -- net..................... 2,455 732 1,010 34 3,506
------- ------- ------ ------ -------
Change in net assets resulting from
capital transactions................ 41,631 13,429 3,213 3,014 25,672
------- ------- ------ ------ -------
INCREASE IN NET ASSETS..................... 49,060 14,816 3,931 3,283 34,035
NET ASSETS AT BEGINNING OF YEAR............ 50,912 8,171 1,844 2,681 23,734
------- ------- ------ ------ -------
NET ASSETS AT END OF YEAR.................. $99,972 $22,987 $5,775 $5,964 $57,769
======= ======= ====== ====== =======
Net asset value per unit at end of year.... $ 12.74 $ 11.79 $13.52 $10.83 $ 14.34
======= ======= ====== ====== =======
Units outstanding at end of year........... 7,848 1,950 426 550 4,030
======= ======= ====== ====== =======
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
---------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
---------------------------------------------------------
GROWTH AND MONEY
INCOME INTERNATIONAL MARKET VALUE
FUND EQUITY FUND FUND FUND TOTAL
---------- ------------- ------- ------- --------
($ AND UNITS IN THOUSANDS, EXCEPT VALUE PER UNIT)
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss)............... $ (675) $ 387 $ 470 $ 2,501 $ 4,038
Net realized gains (losses)................ 135 115 -- 188 1,069
Change in unrealized gains................. 10,445 817 -- 9,182 36,624
------- ------- ------- ------- --------
Change in net assets resulting from
operations.......................... 9,905 1,319 470 11,871 41,731
FROM CAPITAL TRANSACTIONS
Deposits................................... 36,208 21,202 20,138 43,561 206,131
Benefit payments........................... (937) (508) (787) (930) (5,005)
Payments on termination.................... (1,488) (1,328) (1,090) (1,999) (9,796)
Contract maintenance charges............... (24) (17) (2) (34) (143)
Transfers among the portfolios and with the
Fixed Account -- net..................... 5,854 1,991 (14,133) 7,008 8,457
------- ------- ------- ------- --------
Change in net assets resulting from
capital transactions................ 39,613 21,340 4,126 47,606 199,644
------- ------- ------- ------- --------
INCREASE IN NET ASSETS..................... 49,518 22,659 4,596 59,477 241,375
NET ASSETS AT BEGINNING OF YEAR............ 28,370 23,535 9,277 39,123 187,647
------- ------- ------- ------- --------
NET ASSETS AT END OF YEAR.................. $77,888 $46,194 $13,873 $98,600 $429,022
======= ======= ======= ======= ========
Net asset value per unit at end of year.... $ 14.50 $ 12.60 $ 10.74 $ 13.52
======= ======= ======= =======
Units outstanding at end of year........... 5,372 3,667 1,291 7,293
======= ======= ======= =======
</TABLE>
See notes to financial statements.
F-4
<PAGE> 63
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
-------------------------------------------------------------
CAPITAL DIVERSIFIED GLOBAL GOVERNMENT
APPRECIATION INCOME UTILITIES SECURITIES GROWTH
FUND FUND FUND FUND FUND
------------ ----------- --------- ---------- -------
($ AND UNITS IN THOUSANDS, EXCEPT VALUE PER UNIT)
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss)................ $ (202) $ 434 $ 58 $ 115 $ 875
Net realized gains.......................... 3 20 1 5 8
Change in unrealized gains (losses)......... 2,149 (16) 61 (62) 423
------- ------ ------ ------ -------
Change in net assets resulting from
operations........................... 1,950 438 120 58 1,306
FROM CAPITAL TRANSACTIONS
Deposits.................................... 46,513 7,741 1,603 2,763 21,409
Benefit payments............................ (155) (48) (10) -- (7)
Payments on termination..................... (445) (82) (3) (68) (109)
Contract maintenance charges................ (13) (2) (1) -- (5)
Transfers among the portfolios and with the
Fixed Account -- net........................ 3,052 124 135 (72) 1,139
------- ------ ------ ------ -------
Change in net assets resulting from
capital transactions................. 48,952 7,733 1,724 2,623 22,427
------- ------ ------ ------ -------
INCREASE IN NET ASSETS...................... 50,902 8,171 1,844 2,681 23,733
======= ====== ====== ====== =======
NET ASSETS AT BEGINNING OF YEAR............. 10 -- -- -- 1
------- ------ ------ ------ -------
NET ASSETS AT END OF YEAR................... $50,912 $8,171 $1,844 $2,681 $23,734
======= ====== ====== ====== =======
Net asset value per unit at end of year..... $ 11.39 $10.93 $11.28 $10.16 $ 11.47
======= ====== ====== ====== =======
Units outstanding at end of year............ 4,471 747 164 264 2,070
======= ====== ====== ====== =======
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
--------------------------------------------------------
GROWTH AND MONEY
INCOME INTERNATIONAL MARKET VALUE
FUND EQUITY FUND FUND FUND TOTAL
---------- ------------- ------ ------- --------
($ AND UNITS IN THOUSANDS, EXCEPT VALUE PER UNIT)
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss)................ $ 170 $ (78) $ 103 $ 1,813 $ 3,288
Net realized gains.......................... -- 14 -- 4 55
Change in unrealized gains (losses)......... 1,756 1,597 -- 1,186 7,094
------- ------- ------ ------- --------
Change in net assets resulting from
operations........................... 1,926 1,533 103 3,003 10,437
FROM CAPITAL TRANSACTIONS
Deposits.................................... 25,118 21,155 13,315 35,353 174,970
Benefit payments............................ (80) (30) (5) (102) (437)
Payments on termination..................... (220) (161) (19) (330) (1,437)
Contract maintenance charges................ (6) (6) (2) (10) (45)
Transfers among the portfolios and with the
Fixed Account -- net........................ 1,631 1,035 (4,115) 1,200 4,129
------- ------- ------ ------- --------
Change in net assets resulting from
capital transactions................. 26,443 21,993 9,174 36,111 177,180
------- ------- ------ ------- --------
INCREASE IN NET ASSETS...................... 28,369 23,526 9,277 39,114 187,617
======= ======= ====== ======= ========
NET ASSETS AT BEGINNING OF YEAR............. 1 9 -- 9 30
------- ------- ------ ------- --------
NET ASSETS AT END OF YEAR................... $28,370 $23,535 $9,277 $39,123 $187,647
======= ======= ====== ======= ========
Net asset value per unit at end of year..... $ 11.70 $ 11.95 $10.37 $ 11.09
======= ======= ====== =======
Units outstanding at end of year............ 2,425 1,969 895 3,528
======= ======= ====== =======
</TABLE>
See notes to financial statements.
F-5
<PAGE> 64
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS
TWO YEARS ENDED DECEMBER 31, 1997
1. ORGANIZATION
Glenbrook Life and Annuity Company Separate Account A (the "Account"), a
unit investment trust registered with the Securities and Exchange Commission
under the Investment Company Act of 1940, is a Separate Account of Glenbrook
Life and Annuity Company ("Glenbrook Life"). The assets of the Account are
legally segregated from those of Glenbrook Life. Glenbrook Life is wholly owned
by Allstate Life Insurance Company, a wholly owned subsidiary of Allstate
Insurance Company, which is wholly owned by The Allstate Corporation.
Glenbrook Life writes certain annuity contracts, the proceeds of which are
invested at the direction of the contractholder. Contractholders primarily
invest in units of the portfolios comprising the Account, for which they bear
all of the investment risk, but may also invest in the general account of
Glenbrook Life (the "Fixed Account"). The Account, in turn, invests solely in
shares of the portfolios of the AIM Variable Insurance Funds, Inc. (the "Fund").
Glenbrook Life provides administrative and insurance services to the Account for
a fee. AIM Advisors, Inc., the invesment advisor for the Fund, receives
investment management fees from the Fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS -- Investments consist of shares in the portfolios
of the Fund and are stated at fair value based on quoted market prices.
RECOGNITION OF INVESTMENT INCOME -- Investment income consists of dividends
declared by the portfolios of the Fund and is recognized on the date of record.
REALIZED GAINS AND LOSSES -- Realized gains and losses represent the
difference between the proceeds from sales of shares by the Account and the cost
of such shares, which is determined on a weighted average basis.
CONTRACTHOLDER ACCOUNT ACTIVITY -- Account activity is reflected in
individual contractholder accounts on a daily basis.
FEDERAL INCOME TAXES -- The Account is intended to qualify as a segregated
asset account as defined in the Internal Revenue Code ("Code"). As such, the
operations of the Account are included with and taxed as a part of Glenbrook
Life. Glenbrook Life is taxed as a life insurance company under the Code. Under
current law, no federal income taxes are payable by the Account.
ACCOUNT VALUE -- Certain calculations that could be made in the financial
statements may differ from published amounts due to the truncation of actual
Account values.
3. CONTRACT MAINTENANCE, MORTALITY AND EXPENSE RISK, AND ADMINISTRATIVE
EXPENSE CHARGES
For each year or portion of a year a contract is in effect, Glenbrook Life
deducts a fixed annual contract maintenance charge of $35 as reimbursement for
expenses related to the maintenance of each contract and the Account. The amount
of this charge is guaranteed not to increase over the life of the contract. This
charge is waived if the total purchase payments are $50,000 or more on a
contract anniversary, or if all money is allocated to the Fixed Account on the
contract anniversary.
Glenbrook Life assumes mortality and expense risks related to the
operations of the Account and deducts charges daily at a rate equal to 1.35% per
annum of the daily net assets of the Account. Glenbrook Life guarantees that the
amount of this charge will not increase over the life of the contract.
Glenbrook Life deducts administrative expense charges daily at a rate equal
to .10% per annum of the daily net assets of the Account. This charge is
designed to cover administrative expenses.
4. FINANCIAL INSTRUMENTS
The investments of the Separate Accounts are carried at fair value, based
upon quoted market prices. Accrued contract maintenance charges are of a
short-term nature. It is assumed that their carrying value approximates fair
value.
F-6
<PAGE> 65
5. UNITS ISSUED AND REDEEMED
Units issued and redeemed by the Account during 1997 were as follows:
<TABLE>
<CAPTION>
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
---------------------------------------------------
CAPITAL DIVERSIFIED GLOBAL GOVERNMENT
APPRECIATION INCOME UTILITIES SECURITIES
FUND FUND FUND FUND
------------ ----------- --------- ----------
(UNITS IN THOUSANDS)
<S> <C> <C> <C> <C>
Units outstanding at beginning of year............. 4,471 747 164 264
Unit activity during 1997:
Issued........................................... 4,174 1,437 291 379
Redeemed......................................... (797) (234) (29) (93)
----- ----- --- ---
Units outstanding at end of year................... 7,848 1,950 426 550
===== ===== === ===
<CAPTION>
AIM VARIABLE INSURANCE FUNDS, INC. PORTFOLIOS
------------------------------------------------------
GROWTH AND INTERNATIONAL MONEY
GROWTH INCOME EQUITY MARKET VALUE
FUND FUND FUND FUND FUND
------ ---------- ------------- ------ -------
(UNITS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Units outstanding at beginning of year............. 2,070 2,425 1,969 895 3,528
Unit activity during 1997:
Issued........................................... 2,262 3,299 2,057 2,880 4,334
Redeemed......................................... (302) (352) (359) (2,484) (569)
----- ----- ----- ------ -----
Units outstanding at end of year................... 4,030 5,372 3,667 1,291 7,293
===== ===== ===== ====== =====
</TABLE>
Units relating to accrued contract maintenance charges are included in
units redeemed.
F-7
<PAGE> 66
PART C
OTHER INFORMATION
24A. FINANCIAL STATEMENTS
Glenbrook Life and Annuity Company Financial Statements and Financial
Statement Schedules are contained in Part A of this Registration Statement and
incorporated herein by reference.
Glenbrook Life and Annuity Company Separate Account A Financial Statements
are contained in Part B of this Registration Statement.
24B. EXHIBITS
Unless otherwise indicated, the following exhibits, which correspond to
those required by Item 24(b) of Part C of the Form N-4:, are filed herewith:
(1) Resolution of the Board of Directors of Glenbrook Life and Annuity
Company authorizing establishment of the Glenbrook Life and Annuity
Company Separate Account A*
(2) Not Applicable
(3) Form of Underwriting Agreement**
(4) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract***
(5) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract Application***
(6) (a) Articles of Incorporation of Glenbrook Life and Annuity
Company.****
(b) By-laws of Glenbrook Life and Annuity Company****
(7) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company*
(8) Participation Agreement*
(9) Opinion and Consent of Michael J. Velotta, Vice President, Secretary
and General Counsel of Glenbrook Life and Annuity Company*****
(10) (a) Consent of Independent Certified Public Accountants
(b) Consent of Attorneys
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Quotations
(14) Financial Data Schedule ******
(99) Powers of Attorney******
- ------------
* Previously filed in Registrant's Form N-4 Registration Statement, No.
33-62203 dated April 23, 1996 and incorporated by reference.
** Previously filed in Depositor's S-1 Registration No. 33-62193 dated March
22, 1996 and incorporated by reference.
*** Previously filed in Registrant's initial Form N-4 Registration Statement
filed November 22, 1995 and incorporated by reference.
**** Previously filed in Depositor's Form S-1 Registration Statement No.
333-07275 dated June 28, 1996 and incorporated by reference.
***** Previously filed in Registrant's Form N-4 Registration Statement, No.
33-62203 dated August 8, 1995 and incorporated by reference.
C-1
****** Previously filed in Depositor's Form 10-K filed on March 31, 1998.
****** Previously filed in Registrant's Form N-4 Registration Statement, No.
33-62203 dated April 1, 1997 and incorporated herein by reference.
C-2
<PAGE> 67
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
- ----------------------------------- ------------------------------------
<S> <C>
Louis G. Lower, II..................... Chairman of the Board and Chief Executive Officer
Michael J. Velotta..................... Vice President, Secretary, General Counsel and Director
Peter H. Heckman....................... President, Chief Operating Officer and Director
John R. Hunter......................... Director
Marla G. Friedman...................... Vice President
Kevin R. Slawin........................ Vice President
G. Craig Whitehead..................... Senior Vice President and Director
James P. Zils.......................... Treasurer
Casey J. Sylla......................... Chief Investment Officer
Sarah R. Donahue....................... Assistant Vice President
Emma M. Kalaidjian..................... Assistant Secretary
Paul N. Kierig......................... Assistant Secretary
Mary J. McGinn......................... Assistant Secretary
Keith A. Hauschildt.................... Assistant Vice President and Controller
Barry S. Paul.......................... Assistant Vice President
Robert N. Roeters...................... Assistant Vice President
C. Nelson Strom........................ Assistant Vice President and Corporate Actuary
Brenda D. Sneed........................ Assistant Secretary and Assistant General Counsel
Nancy M. Bufalino...................... Assistant Treasurer
Patricia W. Wilson..................... Assistant Treasurer
Joanne M. Derrig....................... Chief Compliance Officer and Assistant Secretary
</TABLE>
The principal business address of the foregoing officers and directors is
3100 Sanders Road, Northbrook, Illinois 60062.
26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR REGISTRANT
See 10-K Commission File1-11840, The Allstate Corporation.
27. NUMBER OF CONTRACT OWNERS
As of December 31, 1997, there were 1,884 qualified and 5,419 non-qualified
contracts in force.
28. INDEMNIFICATION
The by-laws of both Glenbrook Life and Annuity Company (Depositor) and
Allstate Life Financial Services, Inc. (Principal Underwriter), provide for the
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgments, fines and amounts paid in settlement as incurred by such
person, if such person acted properly. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of a duty
to the Company, unless a court determines such person is entitled to such
indemnity.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Directors, Officers and Controlling Persons of the
registrant 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 the 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 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 Act and will be governed by the final adjudication of
such issue.
29A. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES
-- Glenbrook Life and Annuity Company Variable Annuity Account
-- Glenbrook Life Multi-Manager Variable Account
-- Allstate Life of New York Separate Account A
-- Glenbrook Life Variable Life Separate Account A
C-2
<PAGE> 68
28. INDEMNIFICATION (CONTINUED)
-- Glenbrook Life AIM Variable Life Separate Account A
29B. PRINCIPAL UNDERWRITER
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS
OF EACH SUCH PERSON ALLSTATE LIFE FINANCIAL SERVICES, INC.
- ----------------------------------- --------------------------------------
<S> <C>
Louis G. Lower, II..................... Director
Kevin R. Slawin........................ Director
Michael J. Velotta..................... Director and Secretary
John R. Hunter......................... President and Chief Executive Officer
Diane Bellas........................... Vice President and Controller
Kaaren C. Gardner...................... Vice President
Brent H. Hamann........................ Vice President
Andrea J. Schur........................ Vice President
John R. Hedrick........................ General Counsel and Assistant Secretary
James P. Zils.......................... Treasurer
Lisa A. Burnell........................ Assistant Vice President and Compliance Officer
Robert N. Roeters...................... Assistant Vice President
Emma M. Kalaidjian..................... Assistant Secretary
Brenda D. Sneed........................ Assistant Secretary
Nancy M. Bufalino...................... Assistant Treasurer
</TABLE>
The principal address of Allstate Life Financial Services, Inc. is 3100
Sanders Road, Northbrook, Illinois 60062.
29C. COMPENSATION OF ALLSTATE LIFE FINANCIAL SERVICES, INC.
<TABLE>
<CAPTION>
(2)
NET UNDERWRITING (3) (4)
(1) DISCOUNTS AND COMPENSATION BROKERAGE (5)
NAME OF PRINCIPAL UNDERWRITER COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
----------------------------- ---------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Allstate Life....................................... None None None None
Financial Services Inc..............................
</TABLE>
30. LOCATION OF ACCOUNTS AND RECORDS
The Depositor, Glenbrook Life and Annuity Company, is located at 3100
Sanders Road, Northbrook, Illinois 60062.
The Principal Underwriter, Allstate Life Financial Services, Inc., is
located at 3100 Sanders Road, Northbrook, Illinois 60062.
Each company maintains physical possession of each account, book, or other
document required to be maintained by Section 31(a) of the 1940 Act and the
Rules under it.
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
The Registrant promises to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted. Registrant furthermore agrees to include either as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information or a post
card or similar written communication affixed to or included in the Prospectus
that the applicant can remove to send for a Statement of Additional Information.
Finally, the Registrant agrees to deliver any Statement of Additional
Information and any Financial Statements required to be made available under
this Form N-4 promptly upon written or oral request.
C-3
<PAGE> 69
33. REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL REVENUE CODE
The Company represents that it is relying upon a November 28, 1988
Securities and Exchange Commission no-action letter issued to the American
Council of Life Insurance ("ACLI") and that the provisions of paragraphs 1-4 of
the no-action letter have been complied with.
34. REPRESENTATIONS REGARDING CONTRACT EXPENSE
Glenbrook Life and Annuity Company ("Glenbrook Life") represents that the
fees and charges deducted under the Individual and Group Flexible Premium
Deferred Variable Annuity Contracts hereby registered by this Registration
Statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
Glenbrook Life.
C-4
<PAGE> 70
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Glenbrook Life and Annuity Company Separate Account A,
certifies that it meets the requirements of Securities Act Rule 485 (b) for
effectiveness of this Registration Statement and has caused this Registration
Statement to be signed on its behalf, by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, in the Township of
Northfield, and State of Illinois on the 1st day of April 1998.
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
(REGISTRANT)
BY: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
(SEAL)
<TABLE>
<S> <C>
Attest: /s/ BRENDA D. SNEED /s/ MICHAEL J. VELOTTA
- ---------------------------------------------- By:
Brenda D. Sneed ----------------------------------------------
Assistant Secretary and Assistant General Michael J. Velotta
Counsel Vice President, Secretary and General Counsel
</TABLE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been duly signed
below by the following Directors and Officers of Glenbrook Life and Annuity
Company on the 1st day of April, 1998.
<TABLE>
<C> <S>
* LOUIS G. LOWER, II Chairman of the Board of Directors and Chief Executive
- --------------------------------------------- Officer
Louis G. Lower, II (Principal Executive Officer)
/s/ MICHAEL J. VELOTTA Vice President, Secretary, General Counsel and Director
- ---------------------------------------------
Michael J. Velotta
* PETER H. HECKMAN President, Chief Operating Officer and Director
- ---------------------------------------------
Peter H. Heckman
JOHN R. HUNTER Director
- ---------------------------------------------
John R. Hunter
KEVIN R. SLAWIN Vice President (Principal Financial Officer)
- ---------------------------------------------
Kevin R. Slawin
* MARLA G. FRIEDMAN Vice President
- ---------------------------------------------
Marla G. Friedman
* G. CRAIG WHITEHEAD Senior Vice President and Director
- ---------------------------------------------
G. Craig Whitehead
* JAMES P. ZILS Treasurer
- ---------------------------------------------
James P. Zils
* CASEY J. SYLLA Chief Investment Officer
- ---------------------------------------------
Casey J. Sylla
* KEITH A. HAUSCHILDT Assistant Vice President and Controller (Principal
- --------------------------------------------- Accounting Officer)
Keith A. Hauschildt
</TABLE>
- ---------------
* By Michael J. Velotta, pursuant to Power of Attorney previously filed in
Registrant's Form N-4 Registration Statement, No. 33-62203 dated April 1, 1997
and incorporated herein by reference.
C-5
<PAGE> 1
EXHIBIT 10(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 3 to Registration
Statement No. 033-62203 of Glenbrook Life and Annuity Company Separate Account A
of Glenbrook Life and Annuity Company on Form N-4 of our report dated February
20, 1998 relating to the financial statements and financial statement schedules
of Glenbrook Life and Annuity Company, appearing in the Prospectus, and our
report dated February 20, 1998 relating to the financial statements of Glenbrook
Life and Annuity Company Separate Account A contained in the Statement of
Additional Information (which is incorporated by reference in the Prospectus of
Glenbrook Life and Annuity Company Separate Account A of Glenbrook Life and
Annuity Company) which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Chicago, Illinois
March 30, 1998
<PAGE> 1
EXHIBIT 10(b)
CONSENT OF COUNSEL
[Letterhead of Jorden Burt Boros Cicchetti Berenson & Johnson LLP]
Glenbrook Life and Annuity Company
3100 Sanders Road
Northbrook, Illinois 60062
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal Matters"
in this Post-Effective Amendment No. 3 to Registration Statement No. 033-62203
of Glenbrook Life and Annuity Company Separate Account A on Form N-4. In giving
this consent we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
Jorden Burt
By: /s/ Joan E. Boros
-----------------------------------
Joan E. Boros
<PAGE> 1
EXHIBIT 13
1yr ago: 12/31/96
Date: 12/31/97
<TABLE>
<CAPTION>
AIM MM
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 10.368763 96.44352
1 FEE 31-Dec-97 0.608952 10.744949 0.05667 0.06
RESULTING VALUE 31-Dec-97 10.744949 96.38685 1035.6718
1.000
FORMULA: 1000*(1+T)= 1035.6718
= 981.67175
T = -1.83% 3.57%
R = -1.83%
</TABLE>
<TABLE>
<CAPTION>
AIM GOV
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 10.163726 98.38911
1 FEE 31-Dec-97 0.608952 10.834515 0.05620 0.06
RESULTING VALUE 31-Dec-97 10.834515 98.33291 1065.3894
1.000
FORMULA: 1000*(1+T)= 1065.3894
= 1011.389384
T =
-1.14% 6.54%
R = -1.14%
</TABLE>
<TABLE>
Caption>
AIM DINC
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 10.933519 91.46166
1 FEE 31-Dec-97 0.608952 11.788097 0.05166 0.06
RESULTING VALUE 31-Dec-97 11.788097 91.41020 1077.5523
1.000
FORMULA: 1000*(1+T)= 1077.5523
= 1023.552343
T = 2.36% 7.76%
R = 2.36%
</TABLE>
<PAGE> 2
<TABLE>
Caption>
AIM GUTL
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.276198 88.68237
1 FEE 31-Dec-97 0.608952 13.518472 0.04505 0.06
RESULTING VALUE 31-Dec-97 13.518472 68.63733 1198.2412
1.000
FORMULA: 1000*(1+T)= 1198.2412
= 1144.241228
T = 14.42% 19.82%
R = 14.42%
</TABLE>
<TABLE>
Caption>
AIM GI
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.698815 85.47874
1 FEE 31-Dec-97 0.608952 14.496058 0.04201 0.06
RESULTING VALUE 31-Dec-97 14.496058 85.43673 1238.4959
1.000
FORMULA: 1000*(1+T)= 1238.4959
= 1184.495863
T = 18.45% 23.85%
R = 18.45%
</TABLE>
<TABLE>
Caption>
AIM VALUE
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.090269 90.16914
1 FEE 31-Dec-97 0.608952 13.520016 0.04504 0.06
RESULTING VALUE 31-Dec-97 13.520016 90.12410 1218.4792
1.000
FORMULA: 1000*(1+T)= 1218.4792
= 1164.479242
T = 18.45% 21.85%
R = 18.45%
</TABLE>
<PAGE> 3
<TABLE>
Caption>
AIM INTL
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.953140 83.66003
1 FEE 31-Dec-97 0.608952 12.598157 0.04834 0.06
RESULTING VALUE 31-Dec-97 12.598157 83.61169 1053.3532
1.000
FORMULA: 1000*(1+T)= 1053.3532
= 999.3531869
T = -0.06% 5.34%
R = -0.06%
</TABLE>
<TABLE>
Caption>
AIM GROW
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.466465 87.21084
1 FEE 31-Dec-97 0.608952 14.338005 0.04247 0.06
RESULTING VALUE 31-Dec-97 14.338005 87.16836 1249.8205
1.000
FORMULA: 1000*(1+T)= 1249.8205
= 1195.620452
T = 19.58% 24.98%
R = 19.58%
</TABLE>
<TABLE>
Caption>
AIM CAP
31-Dec-96
TO NO. YEARS 1.000
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 31-Dec-96 1000.00 11.387304 87.81710
1 FEE 31-Dec-97 0.606952 12.739103 0.04780 0.06
RESULTING VALUE 31-Dec-97 12.739103 87.76930 1118.1021
1.000
FORMULA: 1000*(1+T)= 1118.1021
= 1064.102114
T = 6.41% 11.81%
R = 6.41%
</TABLE>
<PAGE> 4
<TABLE>
Caption>
AIM MM
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 10.345661 0.05886 0.06
2 FEE 06-Dec-97 0.608952 10.717766 0.05682 0.05
3 FEE 31-Dec-97 0.608952 10.744949 0.05667 0.05
RESULTING VALUE 31-Dec-97 10.744949 99.82765 1072.6430
2.070
FORMULA: 1000*(1+T)= 1072.6430
= 1027.642997
T = 1.33% 3.45%
R = 2.76%
</TABLE>
<TABLE>
Caption>
AIM GOV
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 9.103256 109.85081 0.06
1 FEE 01-Jun-94 0.608952 8.908667 0.06836 0.06
2 FEE 01-Jun-95 0.608952 9.631440 0.06323 0.05
3 FEE 03-Jun-96 0.608952 9.733766 0.06256 0.05
4 FEE 02-Jun-97 0.608952 10.276148 0.05926 0.04
5 FEE 31-Dec-97 0.608952 10.834515 0.05620 0.04
RESULTING VALUE 31-Dec-97 10.834515 109.54120 1186.8258
4.583
FORMULA: 1000*(1+T)= 1186.8258
= 1150.825777
T = 3.11% 3.81%
R = 15.08%
</TABLE>
<TABLE>
Caption>
AIM DINC
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 8.730563 114.54016 0.06
1 FEE 01-Jun-94 0.608952 8.656901 0.07034 0.06
2 FEE 01-Jun-95 0.608952 9.433258 0.06455 0.05
3 FEE 03-Jun-96 0.608952 10.055394 0.06056 0.05
4 FEE 02-Jun-97 0.608952 11.025078 0.05523 0.04
5 FEE 31-Dec-97 0.608952 11.788097 0.05166 0.04
RESULTING VALUE 31-Dec-97 11.788097 114.23780 1346.6463
4.583
FORMULA: 1000*(1+T)= 1346.6463
= 1310.646298
T = 6.08% 3.71%
R = 31.06%
</TABLE>
<PAGE> 5
<TABLE>
Caption>
AIM GUTL
02-May-94
TO NO. YEARS 3.666
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 02-May-94 1000.00 8.500166 117.64476 0.06
1 FEE 02-May-95 0.608952 8.621118 0.07063 0.06
2 FEE 02-May-96 0.608952 10.132846 0.06010 0.05
3 FEE 02-May-97 0.608952 11.382628 0.05350 0.05
4 FEE 31-Dec-97 0.608952 13.518472 0.04505 0.05
RESULTING VALUE 31-Dec-97 13.518472 117.41549 1587.2779
3.666
FORMULA: 1000*(1+T)= 1587.2779
= 1542.27795
T = 12.55% 13.43%
R = 54.23%
</TABLE>
<TABLE>
Caption>
AIM GI
02-May-94
TO NO. YEARS 3.666
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 02-May-94 1000.00 7.574016 132.03035 0.06
1 FEE 02-May-95 0.608952 8.361592 0.07283 0.06
2 FEE 02-May-96 0.608952 10.430231 0.05636 0.05
3 FEE 02-May-97 0.608952 12.385661 0.04917 0.05
4 FEE 31-Dec-97 0.608952 14.496058 0.04201 0.05
RESULTING VALUE 31-Dec-97 14.496058 131.80797 1910.6960
3.666
FORMULA: 1000*(1+T)= 1910.6960
= 1865.695954
T = 18.54% 19.32%
R = 86.57%
</TABLE>
<TABLE>
Caption>
AIM VALUE
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 6.402167 156.19711 0.06
1 FEE 01-Jun-94 0.608952 7.246489 0.08403 0.06
2 FEE 01-Jun-95 0.608952 8.483455 0.07178 0.05
3 FEE 03-Jun-96 0.608952 10.064608 0.06056 0.05
4 FEE 02-Jun-97 0.608952 12.177126 0.05001 0.04
5 FEE 31-Dec-97 0.608952 13.520016 0.04504 0.04
RESULTING VALUE 31-Dec-97 13.520016 155.88568 2107.5769
4.583
FORMULA: 1000*(1+T)= 2107.5769
= 2071.576947
T = 17.22% 17.66%
R = 107.16%
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
AIM INTL
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 7.746426 129.09179 0.06
1 FEE 01-Jun-94 0.608952 8.840864 0.06888 0.06
2 FEE 01-Jun-95 0.608952 9.293051 0.06553 0.05
3 FEE 03-Jun-96 0.608952 11.054359 0.05509 0.05
4 FEE 02-Jun-97 0.608952 12.679554 0.04803 0.04
5 FEE 31-Dec-97 0.608952 12.598157 0.04834 0.04
RESULTING VALUE 31-Dec-97 12.598157 128.80593 1622.7174
4.583
FORMULA: 1000*(1+T)= 1622.7174
= 1586.717371
T = 10.60% 11.14%
R = 58.67%
</TABLE>
<TABLE>
<CAPTION>
AIM GROW
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 7.292373 137.12957 0.06
1 FEE 01-Jun-94 0.608952 7.336843 0.08300 0.06
2 FEE 01-Jun-95 0.608952 8.555055 0.07116 0.05
3 FEE 03-Jun-96 0.608952 10.774658 0.05652 0.05
4 FEE 02-Jun-97 0.608952 12.638421 0.04818 0.04
5 FEE 31-Dec-97 0.608952 14.338005 0.04247 0.04
RESULTING VALUE 31-Dec-97 14.338005 136.82822 1961.8437
4.583
FORMULA: 1000*(1+T)= 1961.8437
= 1925.843749
T = 15.37% 15.84%
R = 92.58%
</TABLE>
<TABLE>
<CAPTION>
AIM CAP
01-Jun-93
TO NO. YEARS 4.583
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 01-Jun-93 1000.00 6.334849 157.85696 0.06
1 FEE 01-Jun-94 0.608952 7.174869 0.06487 0.06
2 FEE 01-Jun-95 0.608952 8.410708 0.07240 0.05
3 FEE 03-Jun-96 0.608952 11.317894 0.05380 0.05
4 FEE 02-Jun-97 0.608952 11.947396 0.05097 0.04
5 FEE 31-Dec-97 0.608952 12.739103 0.04780 0.04
RESULTING VALUE 31-Dec-97 12.739103 157.54711 2007.0088
4.583
FORMULA: 1000*(1+T)= 2007.0088
= 1971.008845
T = 15.96% 16.42%
R = 97.10%
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
AIM MM
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 10.345661 0.05886 0.06
2 FEE 06-Dec-97 0.608952 10.717766 0.05682 0.05
3 FEE 31-Dec-97 0.608952 10.744949 0.05667 0.05
RESULTING VALUE 31-Dec-97 10.744949 99.82765 1072.6430
2.070
FORMULA: 1000*(1+T)= 1072.6430
= 1027.642997
T = 1.33% 3.45%
R = 2.76%
</TABLE>
<TABLE>
<CAPTION>
AIM GOV
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 10.200201 0.05970 0.06
2 FEE 06-Dec-97 0.608952 10.749171 0.05665 0.05
3 FEE 31-Dec-97 0.608952 10.834515 0.05620 0.05
RESULTING VALUE 31-Dec-97 10.834515 99.82744 1081.5819
2.070
FORMULA: 1000*(1+T)= 1081.5819
= 1036.581941
T = 1.75% 3.66%
R = 3.66%
</TABLE>
<TABLE>
<CAPTION>
AIM DINC
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 10.845681 0.05615 0.06
2 FEE 06-Dec-97 0.608952 11.706264 0.05202 0.05
3 FEE 31-Dec-97 0.608952 11.788097 0.05166 0.05
RESULTING VALUE 31-Dec-97 11.788097 99.84018 1176.9257
2.070
FORMULA: 1000*(1+T)= 1176.9257
= 1131.925673
T = 6.17% 8.19%
R = 13.19%
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
AIM GUTL
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 11.066725 0.05503 0.06
2 FEE 06-Dec-97 0.608952 13.226436 0.04604 0.05
3 FEE 31-Dec-97 0.608952 13.518472 0.04505 0.05
RESULTING VALUE 31-Dec-97 13.518472 99.85389 1349.8720
2.070
FORMULA: 1000*(1+T)= 1349.8720
= 1304.87199
T = 13.72% 15.60%
R = 30.49%
</TABLE>
<TABLE>
<CAPTION>
AIM GI
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 11.641781 0.05231 0.06
2 FEE 06-Dec-97 0.608952 14.875373 0.04094 0.05
3 FEE 31-Dec-97 0.608952 14.496058 0.04201 0.05
RESULTING VALUE 31-Dec-97 14.496058 99.86475 1447.6452
2.070
FORMULA: 1000*(1+T)= 1447.6452
= 1402.645172
T = 17.76% 19.57%
R = 40.26%
</TABLE>
<TABLE>
<CAPTION>
AIM VALUE
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 10.897407 0.05588 0.06
2 FEE 06-Dec-97 0.608952 13.896596 0.04382 0.05
3 FEE 31-Dec-97 0.608952 13.520016 0.04504 0.05
RESULTING VALUE 31-Dec-97 13.520016 99.85526 1350.0447
2.070
FORMULA: 1000*(1+T)= 1350.0447
= 1305.044693
T = 13.73% 15.60%
R = 30.50%
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
AIM INTL
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 11.571480 0.05263 0.06
2 FEE 06-Dec-97 0.608952 12.867323 0.04733 0.05
3 FEE 31-Dec-97 0.608952 12.598157 0.04834 0.05
RESULTING VALUE 31-Dec-97 12.598157 99.85171 1257.9476
2.070
FORMULA: 1000*(1+T)= 1257.9476
= 1212.947553
T = 9.78% 11.73%
R = 21.29%
</TABLE>
<TABLE>
<CAPTION>
AIM GROW
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 11.610946 0.05245 0.06
2 FEE 06-Dec-97 0.608952 14.668849 0.04151 0.05
3 FEE 31-Dec-97 0.608952 14.338005 0.04247 0.05
RESULTING VALUE 31-Dec-97 14.338005 99.86357 1431.8444
2.070
FORMULA: 1000*(1+T)= 1431.8444
= 1386.844354
T = 17.12% 18.94%
R = 38.68%
</TABLE>
<TABLE>
<CAPTION>
AIM CAP
06-Dec-95
TO NO. YEARS 2.070
31-Dec-97
TRANSACTION DATE $ VALUE UNIT VALUE NO. UNITS END VALUE SURRENDER CHARGES
<S> <C> <C> <C> <C> <C> <C> <C>
0 INIT DEPOSIT 06-Dec-95 1000.00 10.000000 100.00000 0.06
1 FEE 06-Dec-96 0.608952 11.533452 0.05280 0.06
2 FEE 06-Dec-97 0.608952 13.224094 0.04605 0.05
3 FEE 31-Dec-97 0.608952 12.739103 0.04780 0.05
RESULTING VALUE 31-Dec-97 12.739103 99.85335 1272.0421
2.070
FORMULA: 1000*(1+T)= 1272.0421
= 1227.04212
T = 10.39% 12.33%
R = 22.70%
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Today 12/31/97 11/28/97 12/31/96 12/31/96 12/29/95 12/31/94
One Month Ago 11/28/97
End of last year 12/31/96
One year Ago 12/31/96
Two Years Ago 12/29/95
Three Years ago 12/31/94
</TABLE>
AUVS
<TABLE>
<CAPTION>
End of
Today One Month Ago last year One Year Ago Two Years Ago Three Years ago Inception
--------- ------------- ---------- ------------ ------------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
AIM CAP 12.739103 12.874928 11.387304 11.387304 9.826825 7.34774 6.334849
AIM GROW 14.338005 14.248097 11.466465 11.466465 9.852494 7.417113 7.292373
AIM INTL 12.598157 12.495925 11.95314 11.95314 10.102677 8.742845 7.746426
AIM VALUE 13.520016 13.449598 11.090269 11.090269 9.783324 7.285025 6.402167
AIM G&I 14.496058 14.449299 11.698815 11.696815 9.896616 7.500838 7.574016
AIM GUTL 13.518472 13.017281 11.276198 11.276198 10.209475 8.172777 8.500166
AIM DINC 11.788097 11.678181 10.933519 10.933519 10.067806 8.582058 8.730563
AIM GOV 10.834515 10.731833 10.163726 10.163726 10.082005 8.85133 9.103256
AIM MM 10.744949 10.710243 10.368763 10.368763 10.023366 0 10
</TABLE>
Returns
<TABLE>
<CAPTION>
MTD YTD One Year Three Year Tot. 3 Yr. AVG Inception Tot. Inception AVG
------- ------ -------- --------------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
AIM CAP -1.05% 11.87% 11.87% 73.37% 20.13% 101.10% 16.47%
AIM GROW 0.63% 25.04% 25.04% 93.31% 24.57% 96.62% 15.90%
AIM INTL 0.82% 5.40% 5.40% 44.10% 12.95% 62.63% 11.19%
AIM VALUE 0.52% 21.91% 21.91% 85.59% 22.89% 111.18% 17.72%
AIM G&I 0.32% 23.91% 23.91% 93.26% 24.56% 91.39% 19.37%
AIM GUTL 3.85% 19.89% 19.89% 65.41% 18.26% 59.04% 13.49%
AIM DINC 0.94% 7.82% 7.82% 37.36% 11.16% 35.02% 6.77%
AIM GOV 0.96% 6.60% 6.60% 22.41% 6.97% 19.02% 3.87%
AIM MM 0.32% 3.63% 3.63% #DIV/0! #DIV/0! 7.45% 3.53%
</TABLE>
