AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999
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FILE NOS. 333-50879
811-07351
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 10/X/
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Address and Telephone number of Depositor's Principal Offices)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
RICHARD T. CHOI, ESQUIRE TERRY R. YOUNG, ESQUIRE
FREEDMAN, LEVY, KROLL & SIMONDS ALLSTATE LIFE FINANCIAL SERVICES,
1050 CONNECTICUT AVENUE, N.W. INC.
SUITE 825 3100 SANDERS ROAD
WASHINGTON, D.C. 20036-5366 NORTHBROOK, IL 60062
Approximate date of proposed public offering: Continuous
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on December 31, 1999 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) 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.
Title of Securities Being Registered: Flexible Premium Deferred Annuity
Contracts and Participating Interests Therein.
<PAGE>
Explanatory Note
Registrant is filing this post-effective amendment ("Amendment") for the purpose
of adding four new variable sub-accounts that will be available under the AIM
Lifetime PlusSM II Variable Annuity contract described in the registration
statement. The Amendment is not intended to amend or delete any part of the
registration statement, except as specifically noted herein.
<PAGE>
Glenbrook Life and Annuity Company
Glenbrook Life and Annuity Company Separate Account A
Supplement, dated January 3, 2000, to the
AIM Lifetime PlusSM II Variable Annuity Prospectus
dated May 1, 1999
This supplement amends the above-referenced prospectus for the AIM Lifetime
PlusSM II Variable Annuity Contract (the "Contract"), offered by Glenbrook Life
and Annuity Company, to add four new Variable Sub-Accounts. Please keep this
supplement for future reference together with your prospectus.
Cover page: Replace the second paragraph with the following:
The Contract currently offers 20 investment alternatives ("investment
alternatives"). The investment alternatives include 3 fixed account options
("Fixed Account Options") and 17 variable sub-accounts ("Variable
Sub-Accounts") of the Glenbrook Life and Annuity Company Separate Account A
("Variable Account"). Each Variable Sub-Account invests exclusively in
shares of one of the following funds ("Funds") of AIM Variable Insurance
Funds, Inc.:
AIM V.I. Aggressive Growth Fund AIM V.I. Global Utilities Fund
AIM V.I. Balanced Fund AIM V.I. Government Securities Fund
AIM V.I. Blue Chip Fund AIM V.I. Growth Fund
AIM V.I. Capital Appreciation Fund AIM V.I. Growth and Income Fund
AIM V.I. Capital Development Fund AIM V.I. High Yield Fund
AIM V.I. Dent Demographics Fund AIM V.I. International Equity Fund
AIM V.I. Diversified Income Fund AIM V.I. Money Market Fund
AIM V.I. Global Growth and Income Fund AIM V.I. Telecommunications Fund
AIM V.I. Value Fund
Change all references throughout the prospectus to the availability of "13"
Variable Sub-Accounts to "17" Variable Sub-Accounts, and "16" investment
alternatives to "20" investment alternatives.
Page 8: Insert the following to the chart describing Fund Annual Expenses:
<TABLE>
<CAPTION>
------------------------------------------------- ------------------ ----------------- ------------------
Total Annual
Fund Advisory Fee Other Expenses Fund Expenses
<S> <C> <C> <C>
AIM V.I. Blue Chip Fund(2) 0.75% 0.55% 1.30%
AIM V.I. Dent Demographics Fund(2) 0.85% 0.55% 1.40%
AIM V.I. Global Growth and Income Fund(2) 1.00% 0.45% 1.45%
AIM V.I. Telecommunications Fund(2) 1.00% 0.44% 1.44%
------------------------------------------------- ------------------ ----------------- ------------------
</TABLE>
Page 8: Insert the following footnote below the chart describing Fund Annual
Expenses:
(2) The AIM V.I. Blue Chip, Dent Demographics, Global Growth and Income,
and Telecommunications Funds commenced operations on December 29, 1999,
December 29, 1999, October 15, 1999 and October 15, 1999 respectively. The
management fee, other expenses and total annual fund operating expenses are
based on estimates for the Funds' first full fiscal year.
Page 8: Insert the following to Example 1:
<TABLE>
<CAPTION>
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
-------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Blue Chip $90 $141 $193 $306
AIM V.I. Dent Demographics $91 $141 $194 $307
AIM V.I. Global Growth and Income $91 $142 $194 $307
AIM V.I. Telecommunications $91 $142 $194 $307
Page 9: Insert the following to Example 2:
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years
-------------------- ------ ------- ------- --------
AIM V.I. Blue Chip $29 $86 $146 $306
AIM V.I. Dent Demographics $30 $87 $146 $307
AIM V.I. Global Growth and Income $31 $88 $147 $307
AIM V.I. Telecommunications $31 $88 $147 $307
</TABLE>
Page 15: Insert the following to the table describing the investment objective
of each Fund:
<TABLE>
<CAPTION>
-------------------------------------------------- ---------------------------------------------------------
<S> <C>
Fund: Each Fund Seeks:
-------------------------------------------------- ---------------------------------------------------------
-------------------------------------------------- ---------------------------------------------------------
AIM V.I. Blue Chip Fund Long-term growth of capital with a secondary objective of
current income.
-------------------------------------------------- ---------------------------------------------------------
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AIM V.I. Dent Demographics Fund Long-term growth of capital. The fund's investment objective
may be changed by the fund's Board of Directors without
shareholders approval.
-------------------------------------------------- ---------------------------------------------------------
-------------------------------------------------- ---------------------------------------------------------
AIM V.I. Global Growth and Income Fund Long-term growth of capital together with current income.
-------------------------------------------------- ---------------------------------------------------------
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AIM V.I. Telecommunications Fund Long-term growth of capital.
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</TABLE>
Page 33: Replace the first sentence of the third paragraph with the following:
The Variable Account consists of multiple Variable Sub-Accounts, 17 of which
are currently available for investment under the Contract.
Pages A-1 - A-6 (Appendix A): Replace the first sentence of the footnote to each
table in Appendix A with the following:
* The Variable Sub-Accounts listed above were first available for investment
under the Contract described herein on June 2, 1998. There are no
Accumulation Unit Values to report for the AIM V.I. Blue Chip, Dent
Demographics, Global Growth and Income, and Telecommunications Variable
Sub-Accounts, which first became available for investment under the Contract
as of the date of this supplement.
<PAGE>
PART C
Part C is hereby amended to include the following exhibits:
ITEM 24. (b) EXHIBITS
(9)(c) Opinion and Consent of Michael J. Velotta, Vice President,
Secretary and General Counsel of Glenbrook Life and Annuity
Company.
27. NUMBER OF CONTRACT OWNERS
As of December 30, 1999, there were 4,282 nonqualified contracts and 2,157
qualified contracts.
<PAGE>
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 amended Registration Statement and has caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
Township of Northfield, State of Illinois, on the 30th day of December, 1999.
GLENBROOK LIFE AND ANNUITY COMPANY
SEPARATE ACCOUNT A
(REGISTRANT)
BY: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
(SEAL)
By: /s/ MICHAEL J. VELOTTA
Michael J. Velotta
Vice President, Secretary and
General Counsel
As required by the Securities Act of 1933, this amended Registration Statement
has been duly signed below by the following Directors and Officers of Glenbrook
Life and Annuity Company on the 30th day of December, 1999.
*/LOUIS G. LOWER, II Chairman of the Board, Chief
Louis G. Lower, II Executive Officer and Director
(Principal Executive Officer)
/s/MICHAEL J. VELOTTA Vice President, Secretary, General
Michael J. Velotta Counsel and Director
*/THOMAS J. WILSON, II Vice Chairman and Director
Thomas J. Wilson, II (Principal Operating Officer)
*/JOHN R. HUNTER Director
John R. Hunter
*/KEVIN R. SLAWIN Vice President and Director
Kevin R. Slawin (Principal Financial Officer)
*/G. CRAIG WHITEHEAD Vice President and Director
G. Craig Whitehead
*/SAMUEL H. PILCH Controller
Samuel H. Pilch (Principal Accounting Officer)
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
<PAGE>
EXHIBIT INDEX
Exhibit Description
(9)(b) Opinion and Consent of Michael J. Velotta, Vice President,
Secretary and General Counsel of Glenbrook Life and Annuity
Company
GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847-402-2400
Facsimile 847-402-4371
Michael J. Velotta
Vice President, Secretary
and General Counsel
December 30, 1999
TO: GLENBROOK LIFE AND ANNUITY COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM N-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940
FILE NO. 333-25045, 811-08175
With reference to the Registration Statement on Form N-4 filed by Glenbrook
Life and Annuity Company (the "Company"), as depositor, and Glenbrook Life and
Annuity Company Separate Account A, as registrant, with the Securities and
Exchange Commission covering the Flexible Premium Deferred Variable Annuity
Contracts, marketed as the AIM Lifetime PlusSM II Variable Life. I have examined
such documents and such law as I have considered necessary and appropriate, and
on the basis of such examination, it is my opinion that as of December 30, 1999:
1. The Company is duly organized and existing under the laws of the State of
Arizona and has been duly authorized to do business by the Director of
Insurance of the State of Arizona.
2. The securities registered by the above Registration Statement when issued
will be valid, legal and binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Sincerely,
/s/ MICHAEL J. VELOTTA
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Michael J. Velotta
Vice President, Secretary and
General Counsel
