AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 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. 1 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 7 /X/
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
ALLSTATE LIFE INSURANCE COMPANY
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, INC.
1050 CONNECTICUT AVENUE, N.W. 3100 SANDERS ROAD
SUITE 825 NORTHBROOK, IL 60062
WASHINGTON, D.C. 20036-5366
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 May 1, 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
This Amendment constitutes the seventh amendment to Registrant's registration
statement under the Investment Company Act. The fifth and sixth amendments to
Registrant's registration statement under the Investment Company Act were filed
with the Commission on April 24, 1998 and July 24, 1998, respectively.
<PAGE>
THE AIM LIFETIME PLUS(SM) II VARIABLE ANNUITY
Glenbrook Life and Annuity Company Prospectus dated May 1, 1999
Post Office Box 94039, Palatine, IL 60094-4039
Telephone Number: 1-800-776-6978
Glenbrook Life and Annuity Company ("Glenbrook") is offering the AIM Lifetime
Plus(SM) II Variable Annuity, an individual flexible premium deferred variable
annuity contract ("Contract"). This prospectus contains information about the
Contract that you should know before investing. Please keep it for future
reference.
The Contract currently offers 16 investment alternatives ("investment
alternatives"). The investment alternatives include 3 fixed account options
("Fixed Account Options") and 13 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. Government Securities Fund
AIM V.I. Balanced 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. Diversified Income Fund AIM V.I. International Equity Fund
AIM V.I. Global Utilities Fund AIM V.I. Money Market Fund
AIM V.I. Value Fund
We (Glenbrook) have filed a Statement of Additional Information, dated May 1,
1999, with the Securities and Exchange Commission ("SEC"). It contains more
information about the Contract and is incorporated herein by reference, which
means it is legally a part of this prospectus. Its table of contents appears on
page __ of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.
IMPORTANT NOTICES
The Securities and Exchange Commission has not approved or disapproved the
securities described in this prospectus, nor has it passed on the accuracy or
the adequacy of this prospectus. Anyone who tells you otherwise is committing a
federal crime.
The Contracts may be distributed through broker-dealers that have relationships
with banks or other financial institutions or by employees of such banks.
However, the Contracts are not deposits, or obligations of, or guaranteed by
such institutions or any federal regulatory agency. Investment in the Contracts
involves investment risks, including possible loss of principal.
The Contracts are not FDIC insured.
<PAGE>
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
<S> <C> <C>
Important Terms..............................................
Overview The Contract At A Glance ....................................
How the Contract Works.......................................
Expense Table................................................
Financial Information........................................
The Contract.................................................
Purchases....................................................
Contract Value...............................................
Contract Features Investment Alternatives......................................
The Variable Sub-Accounts...........................
The Fixed Account Options...........................
Transfers...........................................
Expenses.....................................................
Access To Your Money.........................................
Income Payments..............................................
Death Benefits...............................................
More Information:
Glenbrook...........................................
The Variable Account................................
The Funds...........................................
Other Information The Contract........................................
Qualified Plans ....................................
Legal Matters.......................................
Year 2000...........................................
Taxes........................................................
Annual Reports and Other Documents...........................
Performance Information......................................
Experts .....................................................
Appendix A--Accumulation Unit Values.........................
Appendix B - Market Value Adjustment ........................
Statement of Additional Information Table of Contents.......
</TABLE>
<PAGE>
IMPORTANT TERMS
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This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.
Page
Accumulation Phase..............................................
Accumulation Unit ..............................................
Accumulation Unit Value ........................................
Annuitant.......................................................
Automatic Additions Program.....................................
Automatic Fund Rebalancing Program..............................
Beneficiary ....................................................
Cancellation Period ............................................
*Contract ......................................................
Contract Anniversary............................................
Contract Owner ("You") .........................................
Contract Value .................................................
Contract Year..................................................
Death Benefit Anniversary ......................................
Dollar Cost Averaging Program...................................
Due Proof of Death..............................................
Enhanced Death Benefit Rider....................................
Enhanced Death and Income Benefit Combination Rider.............
Fixed Account Options ..........................................
Free Withdrawal Amount .........................................
Funds...........................................................
Glenbrook ("We")................................................
Guarantee Period ..............................................
Income Plan ....................................................
Investment Alternatives ........................................
Issue Date .....................................................
Market Value Adjustment ........................................
Payout Phase....................................................
Payout Start Date ..............................................
Qualified Contract .............................................
Right to Cancel ................................................
SEC.............................................................
Settlement Value ..............................................
Systematic Withdrawal Program ..................................
Treasury Rate .................................................
Valuation Date..................................................
Variable Account ...............................................
Variable Sub-Account ...........................................
* In certain states the Contract is available only as a group Contract.
In those states we issue you a certificate that represents your
ownership and that summarizes the provisions of the group Contract.
References to "Contract" in this prospectus include certificates,
unless the context requires otherwise.
<PAGE>
THE CONTRACT AT A GLANCE
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The following is a snapshot of the Contract. Please read the remainder of this
prospectus for more information.
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Flexible Payments
You can purchase a Contract with as little
as $5,000 ($2,000 for "Qualified
Contracts," which are Contracts issued with
qualified plans). You can add to your
Contract as often and as much as you like,
but each payment must be at least $500
($100 for automatic purchase payments to
the variable investment options). You must
maintain a minimum account size of $1,000.
- ---------------------------------- -------------------------------------------
Right to Cancel You may cancel your Contract
within 20 days of receipt or any longer
period as your state may require
("Cancellation Period"). Upon cancellation
we will return your purchase payments
adjusted, to the extent state law permits,
to reflect the investment experience of any
amounts allocated to the Variable Account.
- ---------------------------------- -------------------------------------------
Expenses You will bear the following expenses:
o Total Variable Account annual
fees equal to 1.10% of
average daily net Assets
(1.30% if you select the
Enhanced Death Benefit Rider
and
1.50% if you select the Enhanced Death
and Income Benefit Combination Rider)
o Annual contract maintenance charge of
$35 (with certain exceptions)
o Withdrawal charges ranging from 0%
to 7% of payment withdrawn
(with certain exceptions)
o Transfer fee of $10 after 12th transfer
in any Contract Year (fee currently
waived)
o State premium tax (if your state
imposes one)
In addition, each Fund pays expenses that
you will bear indirectly if you invest in a
Variable Sub-Account.
- ---------------------------------- --------------------------------------------
Investment
Alternatives The Contract offers 16 investment
alternatives including:
o 3 Fixed Account Options (which credit
interest at rates we guarantee)
o 13 Variable Sub-Accounts investing in
Funds offering professional money
management by A I M Advisors, Inc.
To find out current rates being paid on the
Fixed Account Options, or to find out how
the Variable Sub-Accounts have performed,
please call us at 1-800-776-6978.
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<PAGE>
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Special Services For your convenience, we offer these
special services:
o Automatic Fund Rebalancing Program
o Automatic Additions Program
o Dollar Cost Averaging Program
o Systematic Withdrawal Program
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Income Payments You can choose fixed income
payments, variable income payments, or a
combination of the two. You can receive
your income payments in one of the
following ways:
o life income with guaranteed payments
o a joint and survivor life income with
guaranteed payments
o guaranteed payments for a specified
period (5 to 30 years)
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Death Benefits If you die before the Payout
Start Date, we will pay the death benefit
described in the Contract. We also offer
an Enhanced Death Benefit Rider and an
Enhanced Death and Income Benefit
Combination Rider.
- ----------------------------------- ------------------------------------------
Transfers Before the Payout Start Date, you may
transfer your Contract value ("Contract
Value") among the investment alternatives,
with certain restrictions. No minimum
applies to the amount you transfer.
We do not currently impose a fee upon
transfers. However, we reserve the right
to charge $10 per transfer after the 12th
transfer in each "Contract year," which we
measure from the date we issue your
contract or a Contract anniversary
("Contract Anniversary").
- ----------------------------------- ------------------------------------------
Withdrawals You may withdraw some or all of your
Contract Value at anytime prior to
the earlier of:
(1) the death of the Contract owner (the
Annuitant if the Contract owner
is not a natural person) or
(2) the Payout Start Date.
In general, you must withdraw at least $50
at a time. A 10% federal tax penalty may
apply if you withdraw before you are 59
1/2 years old. A withdrawal charge and
Market Value Adjustment also may apply.
- ----------------------------------- ------------------------------------------
<PAGE>
HOW THE CONTRACT WORKS
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The Contract basically works in two ways.
First, the Contract can help you (we assume you are the Contract owner)
save for retirement because you can invest in up to 16 investment alternatives
and pay no federal income taxes on any earnings until you withdraw them. You do
this during what we call the "Accumulation Phase" of the Contract. The
Accumulation Phase begins on the date we issue your Contract (we call that date
the "Issue Date") and continues until the Payout Start Date, which is the date
we apply your money to provide income payments. During the Accumulation Phase,
you may allocate your purchase payments to any combination of the Variable
Sub-Accounts and/or Fixed Account Options. If you invest in the Fixed Account
Options, you will earn a fixed rate of interest that we declare periodically. If
you invest in any of the Variable Sub-Accounts, your investment return will vary
up or down depending on the performance of the corresponding Funds.
Second, the Contract can help you plan for retirement because you can
use it to receive retirement income for life and/or for a pre-set number of
years, by selecting one of the income payment options (we call these "Income
Plans") described on page __. You receive income payments during what we call
the "Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.
The timeline below illustrates how you might use your Contract.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Effective Payout Start
Date Accumulation Phase Date Payout Phase
- ---------------------------------------------------------------------------------------------------------------------
| | | ?
You save for retirement >
You buy You elect to receive You can receive Or you can
a Contract income payments or receive income payments receive income
a lump sum payment for a set period payments for life
</TABLE>
As the Contract owner, you exercise all of the rights and privileges
provided by the Contract. If you die, any surviving Contract owner, or if there
is none, the Beneficiary will exercise the rights and privileges provided by the
Contract. See "The Contract." In addition, if you die before the Payout Start
Date, we will pay a death benefit to any surviving Contract owner, or if there
is none, to your Beneficiary. See "Death Benefits."
Please call us at 1-800-776-6978 if you have any question about how the
Contract works.
<PAGE>
EXPENSE TABLE
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The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes imposed by the state where you reside. For more information about
Variable Account expenses, see "Expenses," below. For more information about
Fund expenses, please refer to the accompanying prospectus for the Funds.
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CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments)*
Number of Complete Years
Since We Received the Purchase
Payment Being Withdrawn: 0 1 2 3 4 5 6 7+
Applicable Charge: 7% 7% 6% 6% 5% 4% 3% 0%
Annual Contract Maintenance Charge.............................$35.00**
Transfer Fee...................................................$10.00***
-------------------
* Each Contract Year, you may withdraw up to 15% of the Contract Value as of
the beginning of the Contract Year without incurring a withdrawal charge or
Market Value Adjustment.
** We will waive this charge in certain cases. See "Expenses."
***Applies solely to the thirteenth and subsequent transfers within a
Contract Year, excluding transfers due to dollar cost averaging and automatic
fund rebalancing. We are currently waiving the transfer fee.
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VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average daily net
asset value deducted from each Variable Sub-Account)
Mortality and Expense Risk Charge.....................................1.00%*
Administrative Expense Charge.........................................0.10%
Total Variable Account Annual Expenses..........1.10%
<PAGE>
-------------------
* If you select the Enhanced Death Benefit Rider, the mortality and expense
risk charge will be equal to 1.20% of your Contract's average daily net
assets in the Variable Account. If you select the Enhanced Death and Income
Benefit Combination Rider, the mortality and expense risk charge will be
equal to 1.40% of the daily net assets of the Variable Account.
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FUND ANNUAL EXPENSES (After Voluntary Reductions and Reimbursements) (as a
percentage of Portfolio average daily net assets)
<TABLE>
<CAPTION>
Management Total Annual
Fund Fees ther Expenses Fund Expenses
<S> <C> <C> <C>
AIM V.I. Aggressive Growth Fund (1) 0.10% 1.06% 1.16%
AIM V.I. Balanced Fund (1) 0.00% 1.18% 1.18%
AIM V.I. Capital Appreciation Fund 0.62% 0.05% 0.67%
AIM V.I. Capital Development Fund (1) 0.00% 1.21% 1.21%
AIM V.I. Diversified Income Fund 0.60% 0.17% 0.77%
AIM V.I. Global Utilities Fund 0.65% 0.46% 1.11%
AIM V.I. Government Securities Fund 0.50% 0.26% 0.76%
AIM V.I. Growth Fund 0.64% 0.08% 0.72%
AIM V.I. Growth and Income Fund 0.61% 0.04% 0.65%
AIM V.I. High Yield Fund(1) 0.00% 1.13% 1.13%
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Money Market Fund 0.40% 0.18% 0.58%
AIM V.I. Value Fund 0.61% 0.05% 0.66%
- -------------------
</TABLE>
(1) Figures shown in the table are for the year ended December 31, 1998. Absent
voluntary reductions and reimbursements for certain Funds, management fees,
other expenses, and total annual fund expenses expressed as a percentage of
average net assets of the Funds would have been as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AIM V.I. Aggressive Growth Fund 0.80% 3.82% 4.62%
AIM V.I. Balanced Fund 0.75% 2.08% 2.83%
AIM V.I. Capital Development Fund 0.75% 5.05% 5.80%
AIM V.I. High Yield Fund 0.63% 1.87% 2.50%
</TABLE>
EXAMPLE 1
The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:
o invested $1,000 in a Variable Sub-Account,
o earned a 5% annual return on your investment, and
o surrendered your Contract, or you began receiving income payments
for a specified period of less than 120 months, at the end of each
time period.
The example does not include any taxes or tax penalties you may be required to
pay if you surrender your Contract.
<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Aggressive Growth $89 $140 $193 $308
AIM V.I. Balanced $89 $140 $194 $310
AIM V.I. Capital Appreciation $84 $126 $169 $258
AIM V.I. Capital Development $89 $141 $195 $312
AIM V.I. Diversified Income $85 $129 $174 $268
AIM V.I. Global Utilities $88 $138 $191 $303
AIM V.I. Government Securities $85 $128 $173 $267
AIM V.I. Growth $84 $127 $171 $263
AIM V.I. Growth and Income $84 $125 $168 $256
AIM V.I. High Yield $88 $139 $191 $305
AIM V.I. International Equity $86 $133 $181 $282
AIM V.I. Money Market $83 $123 $165 $248
AIM V.I. Value $84 $125 $169 $257
</TABLE>
EXAMPLE 2
Same assumptions as Example 1 above, except that you decided not to surrender
your Contract, or you began receiving income payments (for at least 120 months
if under an Income Plan for a specified period), at the end of each period.
<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. Aggressive Growth $28 $85 $146 $308
AIM V.I. Balanced $28 $86 $147 $310
AIM V.I. Capital Appreciation $23 $70 $120 $258
AIM V.I. Capital Development $28 $87 $148 $312
AIM V.I. Diversified Income $24 $73 $126 $268
AIM V.I. Global Utilities $27 $84 $143 $303
AIM V.I. Government Securities $24 $73 $125 $267
AIM V.I. Growth $23 $72 $123 $263
AIM V.I. Growth and Income $23 $70 $119 $256
AIM V.I. High Yield $28 $85 $144 $305
AIM V.I. International Equity $25 $78 $133 $282
AIM V.I. Money Market $22 $68 $116 $248
AIM V.I. Value $23 $70 $120 $257
</TABLE>
Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lower or greater than those
shown above. Similarly, your rate of return may be lower or greater than 5%,
which is not guaranteed. The above examples assume the election of the Enhanced
Death and Income Benefit Combination Rider with a mortality and expense risk
charge of 1.40%. If that option were not elected, the example figures shown
above would be slightly lower. To reflect the contract maintenance charge in the
examples, we estimated an equivalent percentage charge, based on an assumed
average Contract size of $57,476.
<PAGE>
FINANCIAL INFORMATION
- ------------------------------------------------------------------------------
To measure the value of your investment in the Variable Sub-Accounts during the
Accumulation Phase, we use a unit of measure we call the "Accumulation Unit."
Each Variable Sub-Account has a separate value for its Accumulation Units we
call "Accumulation Unit Value." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.
Attached as Appendix A to this prospectus are tables showing the Accumulation
Unit Values of each Variable Sub-Account since its inception. To obtain a fuller
picture of each Variable Sub-Account's finances, please refer to the Variable
Account's financial statements contained in the Statement of Additional
Information. The financial statements of Glenbrook also appear in the Statement
of Additional Information.
<PAGE>
THE CONTRACT
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CONTRACT OWNER
The AIM Lifetime Plus(SM) II Variable Annuity is a contract between you, the
Contract owner, and Glenbrook, a life insurance company. As the Contract owner,
you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):
o the investment alternatives during the Accumulation and Payout Phases,
o the amount and timing of your purchase payments and withdrawals,
o the programs you want to use to invest or withdraw money,
o the income payment plan you want to use to receive retirement income,
o the Annuitant (either yourself or someone else) on whose life the income
payments will be based,
o the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when you die, and
o any other rights that the Contract provides.
If you die, any surviving Contract owner or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract.
The Contract cannot be jointly owned by both a non-natural person and a natural
person.
You can use the Contract with or without a qualified plan. A qualified plan is a
personal retirement savings plan, such as an IRA or tax-sheltered annuity, that
meets the requirements of the Internal Revenue Code. Qualified plans may limit
or modify your rights and privileges under the Contract. We use the term
"Qualified Contract" to refer to a Contract issued with a qualified plan. See
"Qualified Plans" on page __.
ANNUITANT
The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). You initially designate an Annuitant in your application. If
the Contract owner is a natural person, you may change the Annuitant prior to
the Payout Start Date. You may designate a joint Annuitant, who is a second
person on whose life income payments depend, on or after the Payout Start Date.
In our discretion, we may permit you to designate a joint Annuitant prior to the
Payout Start Date.
If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:
o the youngest Contract owner if living, otherwise
o the youngest Beneficiary.
BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner if the sole surviving Contract owner dies before
the Payout Start Date. If the sole surviving Contract owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.
You may name one or more Beneficiaries when you apply for a Contract. You may
change or add Beneficiaries at any time by writing to us unless you have
designated an irrevocable Beneficiary. We will provide a change of Beneficiary
form to be signed and filed with us. Any change will be effective at the time
you sign the written notice, whether or not the Annuitant is living when we
receive the notice. Until we receive your written notice to change a
Beneficiary, we are entitled to rely on the most recent Beneficiary information
in our files. We will not be liable as to any payment or settlement made prior
to receiving the written notice. Accordingly, if you wish to change your
Beneficiary, you should deliver your written notice to us promptly.
If you did not name a Beneficiary or if the named Beneficiary is no longer
living and there are no other surviving Beneficiaries, the new Beneficiary will
be:
o your spouse or, if he or she is no longer alive,
o your surviving children equally, or if you have no surviving children,
o your estate.
If more than one Beneficiary survives you, (or the Annuitant if the Contract
owner is not a natural person), we will divide the death benefit among your
Beneficiaries according to your most recent written instructions. If you have
not given us written instructions, we will pay the death benefit in equal
amounts to the surviving Beneficiaries.
MODIFICATION OF THE CONTRACT
Only a Glenbrook officer may approve a change in or waive any provision of the
Contract. Any change or waiver must be in writing. None of our agents has the
authority to change or waive the provisions of the Contract. We may not change
the terms of the Contract without your consent, except to conform the Contract
to applicable law or changes in the law. If a provision of the Contract is
inconsistent with state law, we will follow state law.
ASSIGNMENT
We will not honor an assignment of an interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. We will not be bound by any assignment
until you sign it and file it with us. We are not responsible for the validity
of any assignment. Federal law prohibits or restricts the assignment of benefits
under many types of retirement plans and the terms of such plans may themselves
contain restrictions on assignments. An assignment may also result in taxes or
tax penalties. You should consult with an attorney before trying to assign your
Contract.
<PAGE>
PURCHASES
- ------------------------------------------------------------------------------
MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $5,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $500 or more. You may make
purchase payments at any time prior to the Payout Start Date. We reserve the
right to limit the maximum amount of purchase payments we will accept. We also
reserve the right to reject any application.
AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchase payments of $100 or more per month by
automatically transferring money from your bank account. Please consult with
your sales representative for detailed information.
ALLOCATION OF PURCHASE PAYMENTS
At the time you apply for a Contract, you must decide how to allocate your
purchase payments among the investment alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percents that total 100% or in whole dollars. You can change your
allocations by notifying us in writing.
We will allocate your purchase payments to the investment alternatives according
to your most recent instructions on file with us. Unless you notify us in
writing otherwise, we will allocate subsequent purchase payments according to
the allocation for the previous purchase payment. We will effect any change in
allocation instructions at the time we receive written notice of the change in
good order.
We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our home office. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
headquarters.
We are open for business each day Monday through Friday that the New York Stock
Exchange is open for business. We also refer to these days as "Valuation Dates."
Our business day closes when the New York Stock Exchange closes, usually 4 p.m.
Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 3
p.m. Central Time on any Valuation Date, we will credit your purchase payment
using the Accumulation Unit Values computed on the next Valuation Date.
RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 20 day period after you receive the Contract, or such
longer period that your state may require. You may return it by delivering it or
mailing it to us. If you exercise this "Right to Cancel," the Contract
terminates and we will pay you the full amount of your purchase payments
allocated to the Fixed Account. We also will return your purchase payments
allocated to the Variable Account adjusted, to the extent state law permits, to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation. Some states may require us to return a greater
amount to you.
<PAGE>
CONTRACT VALUE
- ------------------------------------------------------------------------------
Your Contract Value at any time during the Accumulation Phase is equal to the
sum of the value of your Accumulation Units in the Variable Sub-Accounts you
have selected, plus the value of your interest in the Fixed Account Options.
ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-Account to
credit to your Contract, we divide (i) the amount of the purchase payment you
have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of
that Variable Sub-Account next computed after we receive your payment. For
example, if we receive a $10,000 purchase payment allocated to a Variable
Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we
would credit 1,000 Accumulation Units of that Variable Sub-Account to your
Contract.
ACCUMULATION UNIT VALUE
As a general matter, the Accumulation Unit Value for each Variable Sub-Account
will rise or fall to reflect:
o changes in the share price of the Fund in which the Variable Sub-Account
invests, and
o the deduction of amounts reflecting the mortality and expense risk charge,
administrative expense charge, and any provision for taxes that have
accrued since we last calculated the Accumulation Unit Value.
We determine contract maintenance charges, withdrawal charges, and transfer fees
(currently waived) separately for each Contract. They do not affect Accumulation
Unit Value. Instead, we obtain payment of those charges and fees by redeeming
Accumulation Units. For details on how we calculate Accumulation Unit Value,
please refer to the Statement of Additional Information.
We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine a separate set of Accumulation Unit
Values reflecting the cost of the Enhanced Death Benefit Rider and the Enhanced
Death and Income Benefit Combination Rider described on page __ below.
You should refer to the prospectus for the Funds that accompanies this
prospectus for a description of how the assets of each Fund are valued, since
that determination directly bears on the Accumulation Unit Value of the
corresponding Variable Sub-Account and, therefore, your Contract Value.
<PAGE>
INVESTMENT ALTERNATIVES: The Variable Sub-Accounts
- ------------------------------------------------------------------------------
You may allocate your purchase payments to up to 13 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.
For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the
investment advisor to each Fund.
<TABLE>
<CAPTION>
<S> <C>
Fund: Each Fund Seeks:
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Aggressive Growth Fund* Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Balanced Fund As high a total return as possible, consistent with preservation of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund Growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Capital Development Fund Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Diversified Income Fund High level of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Global Utilities Fund High level of current income and a secondary objective of growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Government Securities Fund High level of current income consistent with reasonable concern for
safety of principal
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Growth Fund Growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Growth and Income Fund Growth of capital with a secondary objective of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. High Yield Fund High level of current income
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. International Equity Fund Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Money Market Fund As high a level of current income as is consistent with the preservation
of capital and liquidity
- ------------------------------------------ --------------------------------------------------------------------------
AIM V.I. Value Fund Long-term growth of capital
- ------------------------------------------ --------------------------------------------------------------------------
</TABLE>
* Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth
Fund, the Fund may periodically suspend or limit the offering of its shares.
The Fund will be closed to new participants when Fund assets reach $200
million. If the Fund is closed, Contract owners maintaining an allocation of
Contract Value in that Fund will nevertheless be permitted to allocate
additional purchase payments to the Fund.
Amounts you allocate to Variable Sub-Accounts may grow in value, decline in
value, or grow less than you expect, depending on the investment performance of
the Funds in which those Variable Sub-Accounts invest. You bear the investment
risk that the Funds might not meet their investment objectives. Shares of the
Funds are not deposits, or obligations of, or guaranteed or endorsed by any bank
and are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.
<PAGE>
INVESTMENT ALTERNATIVES: The Fixed Account Options
- ------------------------------------------------------------------------------
You may allocate all or a portion of your purchase payments to the Fixed
Account. You may choose from among 3 Fixed Account Options including two dollar
cost averaging options and the option to invest in one or more Guarantee
Periods. The Fixed Account Options may not be available in all states. Please
consult with your sales representative for current information. The Fixed
Account supports our insurance and annuity obligations. The Fixed Account
consists of our general assets other than those in segregated asset accounts. We
have sole discretion to invest the assets of the Fixed Account, subject to
applicable law. Any money you allocate to a Fixed Account Option does not
entitle you to share in the investment experience of the Fixed Account.
DOLLAR COST AVERAGING OPTIONS
You may establish a Dollar Cost Averaging Program, as described on page __, by
allocating purchase payments to the Fixed Account either for 6 months (the "6
Month Dollar Cost Averaging Option") or for 12 months (the "12 Month Dollar Cost
Averaging Option"). Your purchase payments will earn interest for the period you
select at the current rates in effect at the time of allocation. Rates may
differ from those available for the Guarantee Periods described below.
You must transfer all of your money out of the 6 or 12 Month Dollar Cost
Averaging Options to other investment alternatives in equal monthly
installments. The number of monthly installments must be no more than 6 for the
6 Month Dollar Cost Averaging Option, and no more than 12 for the 12 Month
Dollar Cost Averaging Option. At the end of the applicable 6 or 12 month period,
we will transfer any remaining amounts in the 6 or 12 Month Dollar Cost
Averaging Options to the other investment alternatives you designated. Transfers
out of the 6 or 12 Month Dollar Cost Averaging Options do not count towards the
12 transfers you can make without paying a transfer fee.
You may not transfer funds from other investment alternatives to either the 6 or
12 Month Dollar Cost Averaging Options.
The 6 or 12 Month Dollar Cost Averaging Options may not be available in your
state.
GUARANTEE PERIODS
Each payment or transfer allocated to a Guarantee Period earns interest at a
specified rate that we guarantee for a period of years. Guarantee Periods may
range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3,
5, 7, and 10 years in length. In the future we may offer Guarantee Periods of
different lengths or stop offering some Guarantee Periods. You select a
Guarantee Period for each purchase or transfer.
We reserve the right to limit the number of additional purchase payments that
you may allocate to this Option.
Interest Rates. We will tell you what interest rates and Guarantee Periods we
are offering at a particular time. We may declare different interest rates for
Guarantee Periods of the same length that begin at different times. We will not
change the interest rate that we credit to a particular allocation until the end
of the relevant Guarantee Period.
We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. We determine the
interest rates to be declared in our sole discretion. We can neither predict nor
guarantee what those rates will be in the future. For current interest rate
information, please contact your sales representative or our Customer Support
Unit at 1-800-776-6978. The interest rate will never be less than the minimum
guaranteed rate stated in the Contract.
How We Credit Interest. We will credit interest daily to each amount allocated
to a Guarantee Period at a rate that compounds to the effective annual interest
rate that we declared at the beginning of the applicable Guarantee Period. The
annual interest rate will never be less than the minimum guaranteed rate stated
in the Contract. The following example illustrates how a purchase payment
allocated to this Option would grow, given an assumed Guarantee Period and
annual interest rate:
Purchase Payment..............................$10,000
Guarantee Period..............................5 years
Annual Interest Rate........................... 4.50%
<TABLE>
<CAPTION>
END OF CONTRACT YEAR
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X 1.045
$10,450.00
Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X 1.045
$10,920.25
Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X 1.045
$11,411.66
Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X 1.045
$11,925.19
Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X 1.045
$12,461.82
Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 -$10,000)
</TABLE>
This example assumes no withdrawals during the entire 5 year Guarantee Period.
If you were to make a partial withdrawal, you may be required to pay a
withdrawal charge. In addition, the amount withdrawn may be increased or
decreased by a Market Value Adjustment that reflects changes in interest rates
since the time you invested the amount withdrawn. The hypothetical interest rate
is for illustrative purposes only and is not intended to predict future interest
rates to be declared under the Contract. Actual interest rates declared for any
given Guarantee Period may be more or less than shown above but will never be
less than the guaranteed minimum rate stated in the Contract.
Renewals. Prior to the end of each Guarantee Period, we will mail you a notice
asking you what to do with your money, including the accrued interest. During
the 30-day period after the end of the Guarantee Period, you may:
1) take no action. We will automatically apply your money to a new
Guarantee Period of the same length as the expired Guarantee Period.
The new Guarantee Period will begin on the day the previous Guarantee
Period ends. The new interest rate will be our then current declared
rate for a Guarantee Period of that length; or
2) instruct us to apply your money to one or more new Guarantee Periods of
your choice. The new Guarantee Period(s) will begin on the day the
previous Guarantee Period ends. The new interest rate will be our then
current declared rate for those Guarantee Periods; or
3) instruct us to transfer all or a portion of your money to one or more
Variable Sub-Accounts of the Variable Account. We will effect the
transfer on the day we receive your instructions. We will not adjust
the amount transferred to include a Market Value Adjustment; or
4) withdraw all or a portion of your money. You may be required to pay a
withdrawal charge, but we will not adjust the amount withdrawn to
include a Market Value Adjustment. You may also be required to pay
premium taxes and withholding (if applicable). The amount withdrawn
will be deemed to have been withdrawn on the day the previous Guarantee
Period ends. Amounts not withdrawn will be applied to a new Guarantee
Period of the same length as the previous Guarantee Period. The new
Guarantee Period will begin on the day the previous Guarantee Period
ends.
Market Value Adjustment. All withdrawals in excess of the Free Withdrawal
Amount, and transfers from a Guarantee Period, other than those taken during the
30 day period after a Guarantee Period expires, are subject to a Market Value
Adjustment. A Market Value Adjustment also may apply upon payment of a death
benefit and when you apply amounts currently invested in this option to an
Income Plan (unless paid or applied during the 30-day period after such
Guarantee Period expires). We will not apply a Market Value Adjustment to a
withdrawal you make:
o within the Free Withdrawal Amount as described on page __,
o as part of the Dollar Cost Averaging Program, or
o when exercising the confinement unemployment or terminal illness waivers.
We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time it is
removed from that Guarantee Period. We calculate the Market Value Adjustment by
comparing the Treasury Rate for a period equal to the Guarantee Period at its
inception to the Treasury Rate for a period equal to the Guarantee Period when
you remove your money. "Treasury Rate" means the U.S. Treasury Note Constant
Maturity Yield as reported in Federal Reserve Bulletin Release H.15.
The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates increase significantly, the Market Value
Adjustment and any withdrawal charge, premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal of your
Contract Value to an amount that is less than the purchase payment plus interest
at the minimum guaranteed interest rate under the Contract.
Generally, if the original Treasury Rate at the time you allocate money to a
Guarantee Period is higher than the applicable current Treasury Rate, then the
Market Value Adjustment will result in a higher amount payable to you,
transferred, or applied to an Income Plan. Conversely, if the Treasury Rate at
the time we established the Guarantee Period is lower than the applicable
current Treasury Rate, then the Market Value Adjustment will result in a lower
amount payable to you, transferred, or applied to an Income Plan.
For example, assume that you purchase a Contract and you select an initial
Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is
4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at
that later time, the current 5 year Treasury Rate is 4.20%, then the Market
Value Adjustment will be positive, which will result in an increase in the
amount payable to you. Conversely, if the current 5 year Treasury Rate is 4.80%,
then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to you.
The formula for calculating Market Value Adjustments is set forth in Appendix B
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.
<PAGE>
INVESTMENT ALTERNATIVES: Transfers
- ------------------------------------------------------------------------------
TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. Transfers are not permitted into the 6 or 12 Month
Dollar Cost Averaging Options. You may request transfers in writing on a form
that we provide or by telephone according to the procedure described below.
There is no minimum transfer amount. We currently do not assess, but reserve the
right to assess, a $10 charge on each transfer in excess of 12 per Contract
Year. We treat transfers to or from more than one Fund on the same day as one
transfer.
We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account Options for up to 6 months from the date
we receive your request. If we decide to postpone transfers from any Fixed
Account Option for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date we receive the
transfer request to the date we make the transfer.
If you transfer an amount from a Guarantee Period other than during the 30 day
period after a Guarantee Period expires, we will increase or decrease the amount
by a Market Value Adjustment.
We reserve the right to waive any transfer restrictions.
TRANSFERS DURING THE PAYOUT PHASE
During the Payout Phase, you may make transfers among the Variable Sub-Accounts
to change the relative weighting of the Variable Sub-Accounts on which your
variable income payments will be based. In addition, you will have a limited
ability to make transfers from the Variable Sub-Accounts to increase the
proportion of your income payments consisting of fixed income payments. You may
not, however, convert any of your fixed income payments into variable income
payments.
You may not make any transfers for the first 6 months after the Payout Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers from the Variable Sub-Accounts to increase the proportion of your
income payments consisting of fixed income payments. Your transfers must be at
least 6 months apart.
TELEPHONE TRANSFERS
You may make transfers by telephone by calling 1-800-776-6978, if you first send
us a completed authorization form. The cut off time for telephone transfer
requests is 3:00 p.m. Central Time. In the event that the New York Stock
Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that
the Exchange closes early for a period of time but then reopens for trading on
the same day, we will process telephone transfer requests as of the close of the
Exchange on that particular day. We will not accept telephone requests received
at any telephone number other than the number that appears in this paragraph or
received after the close of trading on the Exchange.
We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.
We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.
EXCESSIVE TRADING LIMITS
For Contracts issued on or after May 1, 1999, we reserve the right to limit
transfers in any Contract Year, or to refuse any transfer request for a Contract
owner or certain Contract owners, if:
o we believe, in our sole discretion, that excessive trading by such
Contract owner or owners, or a specific transfer request or group of
transfer requests, may have a detrimental effect on the Accumulation
Unit Values of any Variable Sub-Account or the share prices of the
corresponding Funds or would be to the disadvantage of other Contract
owners; or
o we are informed by one or more of the corresponding Funds that they
intend to restrict the purchase or redemption of Fund shares because of
excessive trading or because they believe that a specific transfer or
groups of transfers would have a detrimental effect on the prices of
Fund shares.
We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract owners.
DOLLAR COST AVERAGING PROGRAM
You may make transfers automatically through dollar cost averaging prior to the
Payout Start Date. There are three different ways to use the Dollar Cost
Averaging Program:
1) You may allocate purchase payments to the Fixed Account Options for the
specific purpose of dollar cost averaging.
2) You may dollar cost average out of any Variable Sub-account into any other
Variable Sub-account(s).
3) You may transfer interest credited from a Guarantee Period(s) to any
Variable Sub-account without application of a Market Value Adjustment.
We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee.
The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than the average of the unit prices on the same purchase dates. However,
participation in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market.
AUTOMATIC FUND REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our Automatic Fund Rebalancing
Program, we will automatically rebalance the Contract Value in each Variable
Sub-Account and return it to the desired percentage allocations. Money you
allocate to the Fixed Account will not be included in the rebalancing.
We will rebalance your account each quarter according to your instructions. We
will transfer amounts among the Variable Sub-Accounts to achieve the percentage
allocations you specify. You can change your allocations at any time by
contacting us in writing or by telephone. The new allocation will be effective
with the first rebalancing that occurs after we receive your written or
telephone request. We are not responsible for rebalancing that occurs prior to
receipt of proper notice of your request.
Example:
Assume that you want your initial purchase payment split among 2
Variable Sub-Accounts. You want 40% to be in the AIM V.I. Diversified
Income Variable Sub-Account and 60% to be in the AIM V.I. Growth
Variable Sub-Account. Over the next 2 months the bond market does very
well while the stock market performs poorly. At the end of the first
quarter, the AIM V.I. Diversified Income Variable Sub-Account now
represents 50% of your holdings because of its increase in value. If
you choose to have your holdings rebalanced quarterly, on the first day
of the next quarter we would sell some of your units in the AIM V.I.
Diversified Income Variable Sub-Account and use the money to buy more
units in the AIM V.I. Growth Variable Sub-Account so that the
percentage allocations would again be 40% and 60% respectively.
The Automatic Fund Rebalancing Program is available only during the Accumulation
Phase. The transfers made under the Program do not count towards the 12
transfers you can make without paying a transfer fee, and are not subject to a
transfer fee.
Fund rebalancing is consistent with maintaining your allocation of investments
among market segments, although it is accomplished by reducing your Contract
Value allocated to the better performing segments.
<PAGE>
EXPENSES
- ------------------------------------------------------------------------------
As a Contract owner, you will bear, directly or indirectly, the charges and
expenses described below.
CONTRACT MAINTENANCE CHARGE
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$35 contract maintenance charge from your Contract Value invested in each
Variable Sub-Account in proportion to the amount invested. During the Payout
Phase, we will deduct the charge proportionately from each income payment.
The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing and
collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
Values and income payments; and issuing reports to Contract owners and
regulatory agencies. We cannot increase the charge. We will waive this charge
if:
o total purchase payments equal $50,000 or more, or
o all money is allocated to the Fixed Account Options, as of the Contract
Anniversary.
After the Payout Start Date, we will waive this charge if, as of the Payout
Start Date:
o total purchase payments are $50,000 or more, or
o all income payments are fixed amount income payments.
If you surrender your Contract, we will deduct the contract maintenance charge
pro rated for the part of the Contract Year elapsed, unless your Contract
qualifies for a waiver.
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily at an annual rate of 1.00%
of the daily net assets you have invested in the Variable Sub-Accounts (1.20% if
you select the Enhanced Death Benefit Rider, and 1.40% if you select the
Enhanced Death and Income Benefit Combination Rider). The mortality and expense
risk charge is for all the insurance benefits available with your Contract
(including our guarantee of annuity rates and the death benefits), for certain
expenses of the Contract, and for assuming the risk (expense risk) that the
current charges will be sufficient in the future to cover the cost of
administering the Contract. If the charges under the Contract are not
sufficient, then Glenbrook will bear the loss. We charge additional amounts for
the enhanced death benefit riders to compensate us for the additional risk that
we accept by providing each rider.
We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both the Accumulation Phase
and the Payout Phase.
ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributable to that Contract.
We assess this charge each day during the Accumulation Phase and the Payout
Phase. We guarantee that we will not raise this charge.
TRANSFER FEE
We do not currently impose a fee upon transfers among the investment
alternatives. However, we reserve the right to charge $10 per transfer after the
12th transfer in each Contract Year. We will not charge a transfer fee on
transfers that are part of a Dollar Cost Averaging Program or Automatic Fund
Rebalancing Program.
WITHDRAWAL CHARGE
We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw. The charge declines to 0% after 7 complete years from the day we
receive the purchase payment being withdrawn. A schedule showing how the charge
declines is shown on page __, above. During each Contract Year, you can withdraw
up to 15% of the Contract Value as of the beginning of that Contract Year
without paying the charge. Unused portions of this 15% "Free Withdrawal Amount"
are not carried forward to future Contract Years.
For purposes of the withdrawal charge, we will treat withdrawals as coming from
the oldest purchase payments first. However, for federal income tax purposes,
please note that withdrawals are considered to have come first from earnings in
the Contract. Thus, for tax purposes, earnings are considered to come out first,
which means you pay taxes on the earnings portion of your withdrawal.
We do not apply a withdrawal charge in the following situations:
o on the Payout Start Date (a withdrawal charge may apply if you elect to
receive income payments for a specified period of less than 120 months);
o the death of the Contract owner (Annuitant if Contract owner is not a
natural person);
o withdrawals taken to satisfy IRS minimum distribution rules for the
Contract; or
o withdrawals that qualify for one of the waivers described below.
We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, we may use any of
our corporate assets, including potential profit which may arise from the
mortality and expense risk charge or any other charges or fee described above,
to make up any difference.
Withdrawals also may be subject to tax penalties or income tax and a Market
Value Adjustment. You should consult your own tax counsel or other tax advisers
regarding any withdrawals.
Confinement Waiver. We will waive the withdrawal charge and any Market Value
Adjustment on all withdrawals taken prior to the Payout Start Date under your
Contract if the following conditions are satisfied:
1) you or the Annuitant, if the Contract is owned by a non-natural person, are
first confined to a long term care facility or a hospital for at least 90
consecutive days. You or the Annuitant must enter the long term care
facility or hospital at least 30 days after the Issue Date;
2) we must receive your request for the withdrawal and written proof of the
stay no later than 90 days following the end of your or the Annuitant's
stay at the long term care facility or hospital; and
3) a physician must have prescribed the stay and the stay must be medically
necessary (as defined in the Contract).
You may not claim this benefit if you, or the Annuitant, or a member of your or
the Annuitant's immediate family, is the physician prescribing your or the
Annuitant's stay in a long term care facility.
Terminal Illness Waiver. We will waive the withdrawal charge and any Market
Value Adjustment on all withdrawals taken prior to the Payout Start Date under
your Contract if:
1) you (or the Annuitant if the Contract owner is not a natural person) are
first diagnosed with a terminal illness (as defined in the Contract) at
least 30 days after the Issue Date; and
2) you claim this benefit and deliver adequate proof of diagnosis to us.
Unemployment Waiver. We will waive the withdrawal charge and any Market Value
Adjustment on one partial or a full withdrawal taken prior to the Payout Start
Date under your Contract, if you meet the following requirements:
1) you or the Annuitant become unemployed at least one year after the Issue
Date;
2) you or the Annuitant receive unemployment compensation (as defined in the
Contract) for at least 30 days as a result of that unemployment; and
3) you or the Annuitant claim this benefit within 180 days of your or the
Annuitant's initial receipt of unemployment compensation.
You may exercise this benefit once during the life of your Contract. This waiver
applies upon the unemployment of the Annuitant only if the Contract owner is not
a natural person.
Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.
The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waivers. You should
consult your Contract for further details on these variations. Also, even if you
do not need to pay our withdrawal charge because of these waivers, you still may
be required to pay taxes or tax penalties on the amount withdrawn. You should
consult your tax adviser to determine the effect of a withdrawal on your taxes.
PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.
We may discontinue this practice sometime in the future and deduct premium taxes
from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.
At the Payout Start Date, we deduct the charge for premium taxes from each
investment alternative in the proportion that the Contract owner's value in the
investment alternative bears to the total Contract Value.
DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES
We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the Variable Account.
We will deduct for any taxes we incur as a result of the operation of the
Variable Account, whether or not we previously made a provision for taxes and
whether or not it was sufficient. Our status under the Internal Revenue Code is
briefly described in the Statement of Additional Information.
OTHER EXPENSES
Each Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Fund whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Funds. For a summary of current estimates of
those charges and expenses, see pages ___ above. We may receive compensation
from A I M Advisors, Inc., for administrative services we provide to the Funds.
<PAGE>
ACCESS TO YOUR MONEY
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You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page __.
The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our home office, adjusted by any Market
Value Adjustment, less any withdrawal charges, contract maintenance charges,
income tax withholding, penalty tax, and any premium taxes. We will pay
withdrawals from the Variable Account within 7 days of receipt of the request,
subject to postponement in certain circumstances.
You can withdraw money from the Variable Account or the Fixed Account Options.
To complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
withdrawal charge and premium taxes.
You must name the investment alternative from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored.
In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.
If you request a total withdrawal, you must return your Contract to us. We also
will deduct a contract maintenance charge of $35, unless we have waived the
contract maintenance charge on your Contract.
POSTPONEMENT OF PAYMENTS
We may postpone the payment of any amounts due from the Variable Account under
the Contract if:
1) The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted;
2) An emergency exists as defined by the SEC; or
3) The SEC permits delay for your protection.
In addition, we may delay payments or transfers from the Fixed Account Options
for up to 6 months or shorter period if required by law. If we delay payment or
transfer for 30 days or more, we will pay interest as required by law. Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.
SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. At our
discretion, systematic withdrawals may not be offered in conjunction with the
Dollar Cost Averaging or Automatic Fund Rebalancing Program.
Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account, systematic withdrawals may reduce or even exhaust
the Contract Value. Income taxes may apply to systematic withdrawals. Please
consult your tax advisor before taking any withdrawal.
We will make systematic withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic Withdrawal Program,
existing systematic withdrawal payments will not be affected.
MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the Contract Value to less
than $1,000, we may treat it as a request to withdraw of your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm you withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges, premium taxes.
<PAGE>
INCOME PAYMENTS
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PAYOUT START DATE
You select the Payout Start Date in your application. The Payout Start Date is
the day that income payments start under an Income Plan. The Payout Start Date
must be no later than the Annuitant's 90th birthday, or the 10th Contract
Anniversary, if later.
You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.
INCOME PLANS
An "Income Plan" is a series of payments on a scheduled basis to you or to
another person designated by you. You may choose and change your choice of
Income Plan until 30 days before the Payout Start Date. If you do not select an
Income Plan, we will make income payments in accordance with Income Plan 1 with
guaranteed payments for 10 years.
Three Income Plans are available under the Contract. Each is available to
provide:
o fixed income payments;
o variable income payments; or
o a combination of the two.
The three Income Plans are:
Income Plan 1 -- Life Income with Guaranteed Payments. Under this plan,
we make periodic income payments for at least as long as the Annuitant
lives. If the Annuitant dies before we have made all of the guaranteed
income payments, we will continue to pay the remainder of the
guaranteed income payments as required by the Contract.
Income Plan 2 -- Joint and Survivor Life Income with Guaranteed
Payments. Under this plan, we make periodic income payments for at
least as long as either the Annuitant or the joint Annuitant is alive.
If both the Annuitant and the joint Annuitant die before we have made
all of the guaranteed income payments, we will continue to pay the
remainder of the guaranteed income payments as required by the
Contract.
Income Plan 3 -- Guaranteed Payments for a Specified Period (5 Years to
30 Years). Under this plan, we make periodic income payments for the
period you have chosen. These payments do not depend on the Annuitant's
life. Income payments for less than 120 months may be subject to a
withdrawal charge. We will deduct the mortality and expense risk charge
from variable income payments even though we do not bear any mortality
risk.
The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amounts of each variable income payment. As a
general rule, longer guarantee periods result in lower income payments, all
other things being equal. For example, if you choose an Income Plan with
payments that depend on the life of the Annuitant but with no minimum specified
period for guaranteed payments, the variable income payments will be greater
than the variable income payments made under the same Income Plan with a minimum
specified period for guaranteed payments.
If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant are alive
before we make each payment. Please note that under such Income Plans, if you
elect to take no minimum guaranteed payments, it is possible that the payee
could receive only 1 income payment if the Annuitant and any joint Annuitant
both die before the second income payment, or only 2 income payments if they die
before the third income payment, and so on.
Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate the Variable Account portion of the income
payments at any time and receive a lump sum equal to the present value of the
remaining variable payments due. A withdrawal charge may apply. We also assess
applicable premium taxes against all income payments.
We may make other Income Plans available. You may obtain information about them
by writing or calling us.
You may apply all or part of your Contract Value to an Income Plan. If you
elected the Enhanced Death and Income Benefit Combination Rider, you may be able
to apply an amount greater than your Contract Value. You must apply at least the
Contract Value in the Fixed Account Options on the Payout Start Date to fixed
income payments. If you wish to apply any portion of your Fixed Account Option
balance to provide variable income payments, you should plan ahead and transfer
that amount to the Variable Sub-Accounts prior to the Payout Start Date. If you
do not tell us how to allocate your Contract Value among fixed and variable
income payments, we will apply your Contract Value in the Variable Account to
variable income payments and your Contract Value in the Fixed Account to fixed
income payments.
We will apply your Contract Value, adjusted by a Market Value Adjustment, less
applicable taxes to your Income Plan on the Payout Start Date. If the amount
available to apply under an Income Plan is less than $2,000 or not enough to
provide an initial payment of at least $20, and state law permits, we may:
o pay you the Contract Value, adjusted by any Market Value Adjustment and
less any applicable taxes, in a lump sum instead of the periodic payments
you have chosen, or
o reduce the frequency of your payments so that each payment will be at least
$20.
VARIABLE INCOME PAYMENTS
The amount of your variable income payments depends upon the investment results
of the Variable Sub-Accounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a) actual mortality experience and (b) the
amount of our administration expenses.
We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the
underlying Portfolios and (b) the Annuitant could live longer or shorter than we
expect based on the tables we use.
In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. If the actual net
investment return of the Variable Sub-Accounts you choose is less than this
assumed investment rate, then the dollar amount of your variable income payments
will decrease. The dollar amount of your variable income payments will increase,
however, if the actual net investment return exceeds the assumed investment
rate. The dollar amount of the variable income payments stays level if the net
investment return equals the assumed investment rate. Please refer to the
Statement of Additional Information for more detailed information as to how we
determine variable income payments.
FIXED INCOME PAYMENTS
We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. We calculate the fixed income payments by:
1) adjusting the portion of the Contract Value in any Fixed Account Option on
the Payout Start Date by any applicable Market Value Adjustment;
2) deducting any applicable premium tax; and
3) applying the resulting amount to the greater of (a) the appropriate value
from the income payment table in your Contract or (b) such other value as
we are offering at that time.
We may defer making fixed income payments for a period of up to 6 months or such
shorter time state law may require. If we defer payments for 30 days or more, we
will pay interest as required by law from the date we receive the withdrawal
request to the date we make payment.
CERTAIN EMPLOYEE BENEFIT PLANS
The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
law. In certain employment-related situations, employers are required by law to
use the same income payment tables for men and women. Accordingly, if the
Contract is to be used in connection with an employment-related retirement or
benefit plan and we do not offer unisex annuity tables in your state, you should
consult with legal counsel as to whether the purchase of a Contract is
appropriate.
<PAGE>
DEATH BENEFITS
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We will pay a death benefit if, prior to the Payout Start Date:
1) any Contract owner dies or,
2) the Annuitant dies, if the Contract is owned by a company or other legal
entity.
We will pay the death benefit to the new Contract owner as determined
immediately after the death. The new Contract owner would be a surviving
Contract owner or, if none, the Beneficiary.
DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, the death benefit is equal to the greatest of:
1) the Contract Value as of the date we determine the death benefit, or
2) the Settlement Value (that is, the amount payable on a full withdrawal of
Contract Value) on the date we determine the death benefit, or
3) the sum of all purchase payments reduced by a withdrawal adjustment, as
defined below, or
4) the Contract Value on each Death Benefit Anniversary prior to the date we
determine the death benefit, increased by purchase payments made since that
Death Benefit Anniversary and reduced by a withdrawal adjustment as defined
below.
A "Death Benefit Anniversary" is every seventh Contract Anniversary during the
Accumulation Phase. For example, the 7th, 14th, and 21st Contract Anniversaries
are the first three Death Benefit Anniversaries.
The "withdrawal adjustment" is equal to (a) divided by (b), with the result
multiplied by (c), where:
(a) is the withdrawal amount;
(b) is the Contract Value immediately prior to the withdrawal; and
(c) is the value of the applicable death benefit alternative immediately
prior to the withdrawal.
ENHANCED DEATH BENEFIT RIDER
If the Contract owner is a living individual, the enhanced death benefit applies
only for the death of the Contract owner. If the Contract owner is not a living
individual, the enhanced death benefit applies only for the death of the
Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death
benefit will be the greatest of (1) through (4) above, or (5) the enhanced death
benefit. The enhanced death benefit is equal to the greater of the Enhanced
Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit B may not be
available in all states.
The enhanced death benefit will never be greater than the maximum death benefit
allowed by any nonforfeiture laws which govern the Contract.
Enhanced Death Benefit A. The Enhanced Death Benefit A on the Issue Date is
equal to the initial purchase payment. On each Contract Anniversary, we will
recalculate your Enhanced Death Benefit A to equal the greater of your Contract
Value on that date, or the most recently calculated Enhanced Death Benefit A. We
also will recalculate your Enhanced Death Benefit A whenever you make an
additional purchase payment or a partial withdrawal. Additional purchase
payments will increase the Enhanced Death Benefit A dollar-for-dollar.
Withdrawals will reduce the Enhanced Death Benefit A by an amount equal to a
withdrawal adjustment computed in the manner described above under "Death
Benefit Amount." In the absence of any withdrawals or purchase payments, the
Enhanced Death Benefit A will be the greatest of all Contract Anniversary
Contract Values on or before the date we calculate the death benefit.
We will calculate Anniversary Values for each Contract Anniversary prior to the
oldest Contract owner's or the Annuitant's, if the Contract owner is not a
natural person, 85th birthday. After age 85, we will recalculate the Enhanced
Death Benefit A only for purchase payments and withdrawals. The Enhanced Death
Benefit A will never be greater than the maximum death benefit allowed by any
non-forfeiture laws which govern the Contract.
Enhanced Death Benefit B. The Enhanced Death Benefit B is equal to total
purchase payments made reduced by a withdrawal adjustment computed in the manner
described above under "Death Benefit Amount." Each purchase payment and each
withdrawal adjustment will accumulate daily at a rate equivalent to 5% per year
until the earlier of the date
o we determine the death benefit, or
o the first day of the month following the oldest Contract owner's or,
if the Contract owner is not a natural person, the Annuitant's, 85th
birthday.
The Enhanced Death Benefit B will never be greater than the maximum death
benefit allowed by any non-forfeiture laws which govern the Contract.
ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER
Instead of the Enhanced Death Benefit Rider, you may choose the Enhanced Death
and Income Benefit Combination Rider.
The enhanced death benefit portion of the Enhanced Death and Income Benefit
Combination Rider is the same as that described above in "Enhanced Death Benefit
Rider."
The enhanced income benefit defines a minimum amount applied to the Payout
Phase. This minimum amount is equal to what the value of the enhanced death
benefit would be on the Payout Start Date.
The enhanced income benefit will apply if the Contract owner elects a Payout
Start Date that:
o is on or after the tenth Contract Anniversary, and
o is prior to the Annuitant's age 90.
On the Payout Start Date, you may apply the greater of the Contract Value or the
enhanced income benefit to the Payout Phase of the Contract. No Market Value
Adjustment will be applied to the enhanced income benefit amount. The enhanced
income benefit will only apply if the Income Plan selected provides payments
guaranteed for either single or joint life with a period certain of at least:
o 10 years, if the youngest Annuitant's age is 80 or less on the date
the amount is applied; or
o 5 years, if the youngest Annuitant's age is greater than 80 on the
date the amount is applied.
If, however, you apply the Contract Value and not the enhanced income benefit to
the Income Plan, then you may select any Income Plan we offer at that time.
A claim for a distribution on death must include "Due Proof of Death." We will
accept the following documentation as Due Proof of Death:
o a certified copy of a death certificate; or
o a certified copy of a decree of a court of competent jurisdiction as
to a finding of death; or
o any other proof acceptable to us.
DEATH BENEFIT PAYMENTS
A death benefit will be paid if:
1) the Contract owner elects to receive the death benefit distributed in
a single payment within 180 days of the date of death, and
2) the death benefit is paid as of the day we determine the value of the
death benefit.
Otherwise, the Settlement Value will be paid. The Settlement Value paid will be
the Settlement Value next computed on or after the requested distribution date
for payment, or on the mandatory distribution date of 5 years after the date of
death, whichever is earlier. We are currently waiving the 180 day limit, but we
reserve the right to enforce the limitation in the future.
In any event, the entire value of the Contract must be distributed within 5
years after the date of death unless an Income Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.
The Contract owner eligible to receive death benefits has the following options:
1) If the Contract owner is not a natural person, then the Contract owner
may elect to receive the death benefit in one or more distributions.
2) If the Contract owner is a natural person, the Contract owner may
elect to receive the death benefit under an Income Plan or in one or
more distributions. Payments from the Income Plan must begin within
one-year of the Date of Death and must be payable throughout:
o the life of the Contract owner; or
o a period not to exceed the life expectancy of the Contract owner;
or
o the life of the Contract owner with payments guaranteed for a
period not to exceed the life expectancy of the Contract owner.
3) If the surviving spouse of the deceased Contract owner is the new Contract
owner, then the spouse may elect one of the options listed above or may
continue the Contract in the Accumulation Phase as if the death had not
occurred. The Contract may only be continued once. If the Contract is
continued in the Accumulation Phase, the surviving spouse may make a single
withdrawal of any amount within one year of the date of death without
incurring a withdrawal charge or a Market Value Adjustment. On the day the
Contract is continued, the Contract Value will be the death benefit on the
Valuation Date after we receive due proof of death. The death benefit of
the continued Contract will be the greater of:
(a) the sum of all purchase payments reduced by a withdrawal adjustment,
as defined in the death benefit provision, or
(b) the Contract Value on the date we determine the death benefit.
<PAGE>
MORE INFORMATION
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GLENBROOK
Glenbrook is the issuer of the Contract. Glenbrook is a stock life insurance
company organized under the laws of the State of Arizona in 1998. Previously,
Glenbrook was organized under the laws of the State of Illinois in 1992.
Glenbrook was originally organized under the laws of the State of Indiana in
1965. From 1965 to 1983 Glenbrook was known as "United Standard Life Assurance
Company" and from 1983 to 1992 as "William Penn Life Assurance Company of
America."
Glenbrook is currently licensed to operate in the District of Columbia and all
states except New York. We intend to offer the Contract in those jurisdictions
in which we are licensed. Our home office is located at 3100 Sanders Road,
Northbrook, Illinois, 60062.
Glenbrook is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws of
the State of Illinois. Allstate Life is a wholly owned subsidiary of Allstate
Insurance Company, a stock property-liability insurance company incorporated
under the laws of Illinois. All of the outstanding capital stock of Allstate
Insurance Company is owned by The Allstate Corporation.
Glenbrook and Allstate Life entered into a reinsurance agreement effective June
5, 1992. Under the reinsurance agreement, Allstate Life reinsures substantially
all of Glenbrook's liabilities under its various insurance contracts. The
reinsurance agreement provides us with financial backing from Allstate Life.
However, it does not create a direct contractual relationship between Allstate
Life and you. In other words, the obligations of Allstate Life under the
reinsurance agreement are to Glenbrook; Glenbrook remains the sole obligor under
the Contract to you.
Several independent rating agencies regularly evaluate life insurers'
claims-paying ability, quality of investments, and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life which automatically reinsures all
net business of Glenbrook. A.M. Best Company also assigns Glenbrook the rating
of A+(r) because Glenbrook automatically reinsures all net business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns an AA+ (Very
Strong) financial strength rating and Moody's assigns an Aa2 (Excellent)
financial strength rating to Glenbrook. Glenbrook shares the same ratings of its
parent, Allstate Life. These ratings do not reflect the investment performance
of the Variable Account. We may from time to time advertise these ratings in our
sales literature.
THE VARIABLE ACCOUNT
Glenbrook established the Glenbrook Life and Annuity Company Separate Account A
on September 6, 1995. We have registered the Variable Account with the SEC as a
unit investment trust. The SEC does not supervise the management of the Variable
Account or Glenbrook.
We own the assets of the Variable Account. The Variable Account is a segregated
asset account under Arizona law. That means we account for the Variable
Account's income, gains and losses separately from the results of our other
operations. It also means that only the assets of the Variable Account that are
in excess of the reserves and other Contract liabilities with respect to the
Variable Account are subject to liabilities relating to our other operations.
Our obligations arising under the Contracts are general corporate obligations of
Glenbrook.
The Variable Account consists of 13 Variable Sub-Accounts, each of which invests
in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We may also add other Variable sub-accounts that may be available under
other variable annuity contracts. We do not guarantee the investment performance
of the Variable Account, its Sub-Accounts or the Funds. We may use the Variable
Account to fund our other annuity contracts. We will account separately for each
type of annuity contract funded by the Variable Account.
THE FUNDS
Dividends and Capital Gain Distributions. We automatically reinvest all
dividends and capital gains distributions from the Funds in shares of the
distributing Funds at their net asset value.
Voting Privileges. As a general matter, you do not have a direct right to vote
the shares of the Funds held by the Variable Sub-Accounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Funds that we hold
directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract owners entitled to give such
instructions.
As a general rule, before the Payout Start Date, the Contract owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-Account by
the net asset value per share of the corresponding Fund as of the record date of
the meeting. After the Payout Start Date, the person receiving income payments
has the voting interest. The payee's number of votes will be determined by
dividing the reserve for such Contract allocated to the applicable Sub-account
by the net asset value per share of the corresponding eligible Fund. The votes
decrease as income payments are made and as the reserves for the Contract
decrease.
We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted upon on a pro-rata basis to reduce the votes
eligible to be cast.
We reserve the right to vote Fund shares as we see fit without regard to voting
instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.
Changes in Funds. If the shares of any of the Funds are no longer available for
investment by the Variable Account or if, in our judgment, further investment in
such shares is no longer desirable in view of the purposes of the Contract, we
may eliminate that Fund and substitute shares of another eligible investment
fund. Any substitution of securities will comply with the requirements of the
1940 Act. We also may add new Variable Sub-Accounts that invest in additional
mutual funds. We will notify you in advance of any change.
Conflicts of Interest. The Funds sell their shares to separate accounts
underlying both variable life insurance and variable annuity contracts. It is
conceivable that in the future it may be unfavorable for variable life insurance
separate accounts and variable annuity separate accounts to invest in the same
Fund. The board of directors of the Funds monitors for possible conflicts among
separate accounts buying shares of the Funds. Conflicts could develop for a
variety of reasons. For example, differences in treatment under tax and other
laws or the failure by a separate account to comply with such laws could cause a
conflict. To eliminate a conflict, the Funds' board of directors may require a
separate account to withdraw its participation in a Fund. A Fund's net asset
value could decrease if it had to sell investment securities to pay redemption
proceeds to a separate account withdrawing because of a conflict.
THE CONTRACT
Distribution. Allstate Life Financial Services ("ALFS"), located at 3100 Sanders
Road, Northbrook, IL 60062-7154, serves as distributor of the Contracts. ALFS is
a wholly owned subsidiary of Allstate Life Insurance Company. ALFS is a
registered broker dealer under the Securities and Exchange Act of 1934, as
amended ("Exchange Act"), and is a member of the National Association of
Securities Dealers, Inc.
We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of all purchase payments (on a present value basis).
These commissions are intended to cover distribution expenses. Sometimes, we
also pay the broker-dealer a persistency bonus in addition to the standard
commissions. A persistency bonus is not expected to exceed 1.20%, on an annual
basis, of the Contract Values considered in connection with the bonus. Sale of
the Contracts may also count toward incentive program awards for the registered
representative. 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.
Glenbrook does not pay ALFS a commission for distribution of the Contracts. The
underwriting agreement with ALFS provides that we will reimburse ALFS for any
liability to Contract owners arising out of services rendered or Contracts
issued.
Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:
o issuance of the Contracts;
o maintenance of Contract owner records;
o Contract owner services;
o calculation of unit values;
o maintenance of the Variable Account; and
o preparation of Contract owner reports.
We will send you Contract statements at least annually. You should notify us
promptly in writing of any address change. You should read your statements and
confirmations carefully and verify their accuracy. You should contact us
promptly if you have a question about a periodic statement. We will investigate
all complaints and make any necessary adjustments retroactively, but you must
notify us of a potential error within a reasonable time after the date of the
questioned statement. If you wait too long, we reserve the right to make the
adjustment as of the date that we receive notice of the potential error.
We also will provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.
QUALIFIED PLANS
If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.
LEGAL MATTERS
Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Glenbrook on
certain federal securities law matters. All matters of state insurance law
pertaining to the Contracts, including the validity of the Contracts and
Glenbrook's right to issue such Contracts under state insurance law, have been
passed upon by Michael J. Velotta, General Counsel of Glenbrook.
YEAR 2000
Glenbrook is heavily dependent upon complex computer systems for all phases of
its operations, including customer service, and policy and contract
administration. Since many of Glenbrook's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed or replaced, ("Year 2000 Issue"). Glenbrook believes that many of
its counterparties and suppliers also have Year 2000 Issues which could affect
Glenbrook. In 1995, Allstate Insurance Company 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 Glenbrook actively working with its major external counterparties
and suppliers to assess their compliance efforts and Glenbrook's exposure to
them. Glenbrook 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.
<PAGE>
TAXES
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The following discussion is general and is not intended as tax advice. Glenbrook
makes no guarantee regarding the tax treatment of any Contract or transaction
involving a Contract.
Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.
Taxation of Annuities in General
Tax Deferral. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:
1) the Contract owner is a natural person,
2) the investments of the Variable Account are "adequately diversified"
according to Treasury Department regulations, and
3) Glenbrook is considered the owner of the Variable Account assets for
federal income tax purposes.
Non-natural Owners. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
is taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the Statement of Additional Information for a discussion of
several exceptions to the general rule for Contracts owned by non-natural
persons.
Diversification Requirements. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"adequately diversified" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract owner during the taxable
year. Although Glenbrook does not have control over the Portfolios or their
investments, we expect the Portfolios to meet the diversification requirements.
Ownership Treatment. The IRS has stated that you will be considered the owner of
Variable Account assets if you possess incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. At the time
the diversification regulations were issued, the Treasury Department announced
that the regulations do not provide guidance concerning circumstances in which
investor control of separate account investments may cause an investor to be
treated as the owner of the separate account. The Treasury Department also
stated that future guidance would be issued regarding the extent that owners
could direct sub-account investments without being treated as owners of the
underlying assets of the separate account.
Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract owners were not owners of separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among more investment alternatives. Also, you may be able to
transfer among investment alternatives more frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs, income and gain from the Variable Account assets would
be includible in your gross income. Glenbrook does not know what standards will
be set forth in any regulations or rulings which the Treasury Department may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract. We reserve the right
to modify the Contract as necessary to attempt to prevent you from being
considered the federal tax owner of the assets of the Variable Account. However,
we make no guarantee that such modification to the Contract will be successful.
Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under
a non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
Contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a partial withdrawal
under a Qualified Contract, the portion of the payment that bears the same ratio
to the total payment that the investment in the Contract (i.e., nondeductible
IRA contributions, after tax contributions to qualified plans) bears to the
Contract Value, is excluded from your income. If you make a full withdrawal
under a non-Qualified Contract or a Qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the Contract.
"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than 5 taxable years after the taxable year of the first contribution
to any Roth IRA and which are:
o made on or after the date the individual attains age 59 1/2,
o made to a beneficiary after the Contract owner's death,
o attributable to the Contract owner being disabled, or
o for a first time home purchase (first time home purchases are subject to a
lifetime limit of $10,000).
If you transfer a non-Qualified Contract without full and adequate consideration
to a person other than your spouse (or to a former spouse incident to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain Qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.
Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments received from a non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the Contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.
Taxation of Annuity Death Benefits. Death of a Contract owner, or death of the
Annuitant if the Contract is owned by a non-natural person, will cause a
distribution of death benefits from a Contract. Generally, such amounts are
included in income as follows:
1) if distributed in a lump sum, the amounts are taxed in the same manner
as a full withdrawal, or
2) if distributed under an annuity option, the amounts are taxed in the
same manner as an annuity payment. Please see the Statement of
Additional Information for more detail on distribution at death
requirements.
Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:
1) made on or after the date the Contract owner attains age 59 1/2;
2) made as a result of the Contract owner's death or disability;
3) made in substantially equal periodic payments over the Contract
owner's life or life expectancy,
4) made under an immediate annuity, or
5) attributable to investment in the Contract before August 14, 1982.
You should consult a competent tax advisor to determine if any other exceptions
to the penalty apply to your situation. Similar exceptions may apply to
distributions from Qualified Contracts.
Aggregation of Annuity Contracts. All non-qualified deferred annuity contracts
issued by Glenbrook (or its affiliates) to the same Contract owner during any
calendar year will be aggregated and treated as one annuity contract for
purposes of determining the taxable amount of a distribution.
Tax Qualified Contracts
Contracts may be used as investments with certain qualified plans such as:
o Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
Code;
o Roth IRAs under Section 408A of the Code;
o Simplified Employee Pension Plans under Section 408(k) of the Code;
o Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section
408(p) of the Code;
o Tax Sheltered Annuities under Section 403(b) of the Code;
o Corporate and Self Employed Pension and Profit Sharing Plans; and
o State and Local Government and Tax-Exempt Organization Deferred
Compensation Plans.
In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.
Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax Code provides
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. Under Section 403(b), any Contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after 12/31/88, and all earnings on salary reduction
contributions, may be made only:
1) on or after the date of employee
o attains age 59 1/2,
o separates from service,
o dies,
o becomes disabled, or
2) on account of hardship (earnings on salary reduction contributions may not
be distributed on the account of hardship).
These limitations do not apply to withdrawals where Glenbrook is directed to
transfer some or all of the Contract Value to another 403(b) plan.
Income Tax Withholding
Glenbrook is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless you elect to make a "direct rollover"
of such amounts to an IRA or eligible retirement plan. Eligible rollover
distributions generally include all distributions from Qualified Contracts,
excluding IRAs, with the exception of:
1) required minimum distributions, or
2) a series of substantially equal periodic payments made over a period
of at least 10 years, or,
3) over the life (joint lives) of the participant (and beneficiary).
Glenbrook may be required to withhold federal and state income taxes on any
distributions from non-Qualified Contracts or Qualified Contracts that are not
eligible rollover distributions, unless you notify us of your election to not
have taxes withheld.
<PAGE>
ANNUAL REPORTS AND OTHER DOCUMENTS
- ------------------------------------------------------------------------------
Glenbrook's annual report on Form 10-K for the year ended December 31, 1998 is
incorporated herein by reference, which means that it is legally a part of this
prospectus.
After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act are also incorporated herein by reference, which means
that they also legally become a part of this prospectus.
Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.
Accordingly, only the statement that is changed or replaced will legally be a
part of this prospectus.
We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0000947878. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of the site is http://www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.
If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at or P.O. Box 94039, Palatine, IL 60094-4039 (telephone :
1-800-776-6978).
<PAGE>
PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------
We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Yield refers to the income generated by an
investment in a Variable Sub-Account over a specified period. Total return
represents the change, over a specified period of time, in the value of an
investment in a Variable Sub-Account after reinvesting all income distributions.
All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.
Performance information for periods prior to the inception date of the Variable
Sub-Accounts will be based on the historical performance of the corresponding
Funds for the periods beginning with the inception dates of the Funds and
adjusted to reflect current Contract expenses. You should not interpret these
figures to reflect actual historical performance of the Variable Account.
We may include in advertising and sales materials tax deferred compounding
charts and other hypothetical illustrations that compare currently taxable and
tax deferred investment programs based on selected tax brackets. Our
advertisements also may compare the performance of our Variable Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones Industrial Average, the Standard & Poor's 500, and the Shearson Lehman
Bond Index; and/or (b) other management investment companies with investment
objectives similar to the underlying funds being compared. In addition, our
advertisements may include the performance ranking assigned by various
publications, including the Wall Street Journal, Forbes, Fortune, Money,
Barron's, Business Week, USA Today, and statistical services, including Lipper
Analytical Services Mutual Fund Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.
EXPERTS
- -------------------------------------------------------------------------------
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from Glenbrook's Annual Report on
Form 10-K for the year ended December 31, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
APPENDIX A
Accumulation Unit Value and Number of Accumulation Units
Outstanding for Each Variable Sub-Account Since Inception*
Basic Policy
For the Period June 2 through December 31 1998
----
AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.561
Number of Units Outstanding, End of Period 57,688
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.298
Number of Units Outstanding, End of Period 67,315
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.037
Number of Units Outstanding, End of Period 97,387
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.914
Number of Units Outstanding, End of Period 12,713
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.873
Number of Units Outstanding, End of Period 31,735
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.803
Number of Units Outstanding, End of Period 28,175
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.706
Number of Units Outstanding, End of Period 52,212
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.824
Number of Units Outstanding, End of Period 77,514
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.684
Number of Units Outstanding, End of Period 112,627
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.099
Number of Units Outstanding, End of Period 61,267
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.674
Number of Units Outstanding, End of Period 34,979
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.221
Number of Units Outstanding, End of Period 104,779
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.747
Number of Units Outstanding, End of Period 139,946
* The Contracts were first offered for sale on June 2, 1998. The Accumulation
Unit Values in this table reflect a mortality and expense risk charge of 1.0%
and an administrative expense charge of 0.10%.
<PAGE>
Accumulation Unit Values and Number of Accumulation Units
Outstanding for Each Variable Sub-Account Since Inception*
Basic Policy plus Enhanced Death Benefit Rider
For the Period June 2 through December 31 1998
----
AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.549
Number of Units Outstanding, End of Period 50,119
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.285
Number of Units Outstanding, End of Period 221,488
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.025
Number of Units Outstanding, End of Period 223,554
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.902
Number of Units Outstanding, End of Period 55,046
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.861
Number of Units Outstanding, End of Period 40,007
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.791
Number of Units Outstanding, End of Period 21,377
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.693
Number of Units Outstanding, End of Period 15,866
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.810
Number of Units Outstanding, End of Period 182,188
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.671
Number of Units Outstanding, End of Period 276,962
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.088
Number of Units Outstanding, End of Period 103,485
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.663
Number of Units Outstanding, End of Period 63,514
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.209
Number of Units Outstanding, End of Period 111,395
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.733
Number of Units Outstanding, End of Period 350,953
* The Contracts, including the Enhanced Death Benefit Rider, were first offered
for sale on June 2, 1998. The Accumulation Unit Values in this table reflect a
mortality and expense risk charge of 1.20% and an administrative expense charge
of 0.10%.
<PAGE>
Accumulation Unit Values and Number of Accumulation Units
Outstanding for Each Variable Sub-Account Since Inception*
Basic Policy plus Enhanced Death and Income Benefit Combination Rider
For the Period June 2 through December 31 1998
----
AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.536
Number of Units Outstanding, End of Period 63,177
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.272
Number of Units Outstanding, End of Period 164,576
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.012
Number of Units Outstanding, End of Period 203,098
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.891
Number of Units Outstanding, End of Period 42,275
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.850
Number of Units Outstanding, End of Period 25,503
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.778
Number of Units Outstanding, End of Period 16,742
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.681
Number of Units Outstanding, End of Period 28,964
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.797
Number of Units Outstanding, End of Period 233,659
AIM V.I. GROWTH AND INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.657
Number of Units Outstanding, End of Period 384,306
AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.077
Number of Units Outstanding, End of Period 55,345
AIM V.I. INTERNATIONAL EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $ 9.651
Number of Units Outstanding, End of Period 63,643
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $10.197
Number of Units Outstanding, End of Period 61,481
AIM V.I. VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $10.000
Accumulation Unit Value, End of Period $11.719
Number of Units Outstanding, End of Period 397,504
* The Contracts, including the Enhanced Death and Income Benefit Combination
Rider, were first offered for sale on June 2, 1998. The Accumulation Unit Values
in this table reflect a mortality and expense risk charge of 1.40% and an
administrative expense charge of 0.10%
<PAGE>
APPENDIX B
MARKET VALUE ADJUSTMENT
The Market Value Adjustment is based on the following:
I = the Treasury Rate, for a maturity equal to the Guarantee Period, for
the week preceding the establishment of the Guarantee Period.
N = the number of whole and partial years from the date we receive the
withdrawal, transfer or death benefit request, or from the Payout Start
Date, to the end of the Guarantee Period.
J = the Treasury Rate, for a maturity equal to the Guarantee Period, for
the week preceding the receipt of the withdrawal, transfer, death benefit,
or income payment request.
"Treasury Rate" means the U.S. Treasury Note Constant Maturity yield as
reported in Federal Reserve Bulletin Release H.15.
The Market Value Adjustment factor is determined from the following formula:
.9 X (I - J) X N
To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn (in excess of the Free
Withdrawal Amount), paid as a death benefit, or applied to an Income Plan, from
a Guarantee Period at any time other than during the 30 day period after such
Guarantee Period expires.
<PAGE>
EXAMPLES OF MARKET VALUE ADJUSTMENT
Purchase Payment: $10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Guaranteed Interest Rate: 4.50%
5 Year Treasury Rate (at the
time the Guarantee
period was established): 4.50%
Full Surrender: End of Contract Year 3
NOTE: These examples assume that premium taxes are not applicable.
EXAMPLE 1: (Assumes declining interest rates)
<TABLE>
<CAPTION>
<S> <C>
Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.0450)3 = $11,411.66
Step 2. Calculate the Free Withdrawal Amount: 15% X 11,411.66 = $1,711.75
Step 3. Calculate the Withdrawal Charge: = .06 X (10,000.00 - 1,711.75) = $497.30
Step 4. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%
730 Days
--------
N = 365 days = 2
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.045 - .042) X (2) = .0054
Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment:
= .0054 X ($11,411.66 - $1,711.75) = $52.38
Step 5. Calculate the amount received by Contract owner as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $497.30 +$ 52.38 = $10,966.74
</TABLE>
<PAGE>
EXAMPLE 2: (Assumes rising interest rates)
<TABLE>
<CAPTION>
<S> <C>
Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)3 = $11,411.66
Step 2. Calculate the Free Withdrawal Amount: 15% X ($11,411.66) = $1,711.75
Step 3. Calculate the Withdrawal Charge: .06 X ($10,000.00 - $1,711.75) = $497.30
Step 4. Calculate the Market Value Adjustment: I = 4.5%
J = 4.8%
730 days
--------
N = 365 days = 2
Market Value Adjustment Factor: .9 X (I-J) X N
= .9 X (.045 - .048) X (2) = -.0054
Market Value Adjustment = Market Value Adjustment
Factor X Amount Subject to Market Value Adjustment
= -.0054 X ($11,411.66 - $1,711.75) = - $52.38
Step 5. Calculate the amount received by Contract owner as a
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $497.30 - 52.38 = $10,861.98
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
Description Page
Additions, Deletions or Substitutions of Investments.....................
The Contract.............................................................
Purchases.......................................................
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)....
Performance Information..................................................
Calculation of Accumulation Unit Values..................................
Calculation of Variable Income Payments..................................
General Matters..........................................................
Incontestability................................................
Settlements.....................................................
Safekeeping of the Variable Account's Assets....................
Premium Taxes...................................................
Tax Reserves....................................................
Federal Tax Matters......................................................
Qualified Plans..........................................................
Experts..................................................................
Financial Statements.....................................................
-----------------------------------------------
This prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. We do not authorize anyone to provide
any information or representations regarding the offering described in this
prospectus other than as contained in this prospectus.
[back cover]
<PAGE>
THE AIM LIFETIME PLUS(sm) II VARIABLE ANNUITY
Glenbrook Life and Annuity Company Statement of Additional Information
Glenbrook Life and Annuity Company dated May 1, 1999
Separate Account A
Post Office Box 94039
Palatine, IL 60094-4039
1 (800) 776 - 6978
This Statement of Additional Information supplements the information in the
prospectus for the AIM Lifetime Plus(sm) II Variable Annuity. This Statement of
Additional Information is not a prospectus. You should read it with the
prospectus, dated May 1, 1999, for the Contract. You may obtain a prospectus by
calling or writing us at the address or telephone number listed above.
Except as otherwise noted, this Statement of Additional Information uses the
same defined terms as the prospectus.
TABLE OF CONTENTS
Description Page
Additions, Deletions or Substitutions of Investments
The Contract
Purchases
Tax-free Exchanges (1035 Exchanges, Rollovers
and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements
<PAGE>
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS
- ------------------------------------------------------------------------------
We may add, delete, or substitute the Fund shares held by any Variable
Sub-Account to the extent the law permits. We may substitute shares of any Fund
with those of another Fund of the same or different mutual fund if the shares of
the Fund are no longer available for investment, or if we believe investment in
any Fund would become inappropriate in view of the purposes of the Variable
Account.
We will not substitute shares attributable to a Contract owner's interest in a
Variable Sub-Account until we have notified the Contract owner of the change,
and until the Securities and Exchange Commission has approved the change, to the
extent such notification and approval are required by law. 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 Contract owners.
We also may establish additional Variable Sub-Accounts or series of Variable
Sub-Accounts. Each additional Variable Sub-Account would purchase shares in a
new Fund of the same or different mutual fund. We may establish new Variable
Sub-Accounts when we believe marketing needs or investment conditions warrant.
We determine the basis on which we will offer any new Variable Sub-Accounts in
conjunction with the Contract to existing Contract owners. We may eliminate one
or more Variable Sub-Accounts if, in our sole discretion, marketing, tax or
investment conditions so warrant.
We may, by appropriate endorsement, change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Funds. If we believe
the best interests of persons having voting rights under the Contracts would be
served, we may operate the Variable Account as a management company under the
Investment Company Act of 1940 or we may withdraw its registration under such
Act if such registration is no longer required.
<PAGE>
THE CONTRACT
- ------------------------------------------------------------------------------
The Contract is primarily designed to aid individuals in long-term financial
planning. You can use it for retirement planning regardless of whether the
retirement plan qualifies for special federal income tax treatment.
PURCHASE OF CONTRACTS
We offer the Contracts to the public through banks as well as brokers licensed
under the federal securities laws and state insurance laws. The principal
underwriter for the Variable Account, Allstate Life Financial Services, Inc.
("ALFS"), distributes the Contracts. ALFS is an affiliate of Glenbrook. The
offering of the Contracts is continuous. We do not anticipate discontinuing the
offering of the Contracts, but we reserve the right to do so at any time.
TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)
We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free exchange under Section 1035 of the Internal Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract, we do not differentiate between Section 1035 purchase payments and
non-Section 1035 purchase payments.
We also accept "rollovers" and transfers from Contracts qualifying as
tax-sheltered annuities ("TSAs"), individual retirement annuities or accounts
("IRAs"), or any other Qualified Contract that is eligible to "rollover" into an
IRA. We differentiate among non-Qualified Contracts, TSAs, IRAs and other
Qualified Contracts to the extent necessary to comply with federal tax laws. For
example, we restrict the assignment, transfer, or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax treatment. A Contract 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.
<PAGE>
PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------
From time to time we may advertise the "standardized," "non-standardized," and
"adjusted historical" total returns of the Variable Sub-Accounts, as described
below. Please remember that past performance is not an estimate or guarantee of
future performance and does not necessarily represent the actual experience of
amounts invested by a particular Contract owner.
STANDARDIZED TOTAL RETURNS
A Variable Sub-Account's standardized total return represents the average annual
total return of that Sub-Account over a particular period. We compute
standardized total return by finding the annual percentage rate that, 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 Variable Sub-Account's operations,
if shorter than any of the foregoing. We use the following formula prescribed by
the SEC for computing standardized total return:
1000(1 + T)n = ERV
where:
T = average annual total return
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of 1, 5, or 10 year periods or
shorter period
n = number of years in the period
1000 = hypothetical $1,000 investment
When factoring in the withdrawal charge assessed upon redemption, we exclude the
Free Withdrawal Amount, which is the amount you can withdraw from the Contract
without paying a withdrawal charge. We also use the withdrawal charge that would
apply upon redemption at the end of each period. Thus, for example, when
factoring in the withdrawal charge for a one year standardized total return
calculation, we would use the withdrawal charge that applies to a withdrawal of
a purchase payment made one year prior.
When factoring in the contract maintenance charge, we pro rate the charge by
dividing (i) the contract maintenance charge by (ii) the average Contract size
of $57,476. We then multiply the resulting percentage by a hypothetical $1,000
investment.
<PAGE>
The standardized total returns for the Variable Sub-Accounts for the periods
ended December 31, 1998 are set out below. No standardized total returns are
shown for the AIM V.I. Money Market Variable Sub-Account.
The Contracts were first offered to the public on June 2, 1998. Certain of the
Variable Sub-Accounts were available for investment prior to that date.
Accordingly, performance figures for the Variable Sub-Accounts prior to that
date reflect the historical performance of the Variable Sub-Accounts, adjusted
to reflect the current level of charges that apply to the Variable Sub-Accounts
under the Contracts, as well as the withdrawal and contract maintenance charges
described above.
(Without the Enhanced Death Benefit Option or
the Enhanced Death and Income Benefit Combination Option)
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*
AIM V.I. Aggressive Growth N/A N/A -11.12%
AIM V.I. Balanced N/A N/A 8.29%
AIM V.I. Capital Appreciation 10.92% N/A 12.47%
AIM V.I. Capital Development N/A N/A -19.80%
AIM V.I. Diversified Income 2.39% N/A 4.72%
AIM V.I. Global Utilities 8.31% N/A 13.78%
AIM V.I. Government Securities 9.50% N/A 4.13%
AIM V.I. Growth 24.71% N/A 21.44%
AIM V.I. Growth & Income 18.72% N/A 19.94%
AIM V.I. High Yield N/A N/A -20.04%
AIM V.I. International Equity 7.38% N/A 10.89%
AIM V.I. Value 23.11% N/A 18.64%
- -------------------
* The Variable Sub-Accounts commenced operations on December 4, 1995 with the
exception of the AIM V.I. Aggressive Growth, Balanced, Capital Appreciation and
High Yield Sub-Accounts which commenced operations on May 1, 1998.
<PAGE>
(With the Enhanced Death Benefit Option)*
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)**
AIM V.I. Aggressive Growth N/A N/A -11.30%
AIM V.I. Balanced N/A N/A 8.08%
AIM V.I. Capital Appreciation 10.70% N/A 12.25%
AIM V.I. Capital Development N/A N/A -19.96%
AIM V.I. Diversified Income 2.19% N/A 4.51%
AIM V.I. Global Utilities 8.09% N/A 13.56%
AIM V.I. Government Securities 9.29% N/A 3.93%
AIM V.I. Growth 24.46% N/A 21.20%
AIM V.I. Growth & Income 18.49% N/A 19.70%
AIM V.I. High Yield N/A N/A -20.20%
AIM V.I. International Equity 7.16% N/A 10.66%
AIM V.I. Value 22.87% N/A 18.40%
- -------------------
*The Enhanced Death Benefit Option has been made available since the Contracts
were first offered.
**The inception dates of the Variable Sub-Accounts appear in the footnote to the
preceding table.
<PAGE>
(With the Enhanced Death and Income Benefit Combination Option)*
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*
AIM V.I. Aggressive Growth N/A N/A -11.48%
AIM V.I. Balanced N/A N/A 7.86%
AIM V.I. Capital Appreciation 10.48% N/A 12.02%
AIM V.I. Capital Development N/A N/A -20.12%
AIM V.I. Diversified Income 1.98% N/A 4.31%
AIM V.I. Global Utilities 7.87% N/A 13.33%
AIM V.I. Government Securities 9.07% N/A 3.72%
AIM V.I. Growth 24.21% N/A 20.96%
AIM V.I. Growth & Income 18.25% N/A 19.46%
AIM V.I. High Yield N/A N/A -20.36%
AIM V.I. International Equity 6.95% N/A 10.44%
AIM V.I. Value 22.62 N/A 18.17%
- -------------------
*The Enhanced Death and Income Benefit Combination Option has been available
since the Contracts were first offered.
**The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."
NON-STANDARDIZED TOTAL RETURNS
From time to time, we also may quote average annual total returns that do not
reflect the withdrawal charge. We calculate these "non-standardized total
returns" in exactly the same way as the standardized total returns described
above, except that we replace the ending redeemable value of the hypothetical
account for the period with an ending redeemable value for the period that does
not take into account any charges on amounts surrendered.
In addition, we 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 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 non-standardized total returns for the Variable Sub-Accounts for the periods
ended December 31, 1998 are set out below. No non-standardized total returns are
shown for the AIM V.I. Money Market Variable Sub-Account.
(Without the Enhanced Death Benefit Option or
the Enhanced Death and Income Benefit Combination Option)
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*
AIM V.I. Aggressive Growth N/A N/A -2.49%
AIM V.I. Balanced N/A N/A 18.80%
AIM V.I. Capital Appreciation 18.00% N/A 14.47%
AIM V.I. Capital Development N/A N/A -12.00%
AIM V.I. Diversified Income 2.45% N/A 6.59%
AIM V.I. Global Utilities 15.22% N/A 15.80%
AIM V.I. Government Securities 9.56% N/A 6.00%
AIM V.I. Growth 32.65% N/A 23.59%
AIM V.I. Growth & Income 26.29% N/A 22.07%
AIM V.I. High Yield N/A N/A -12.27%
AIM V.I. International Equity 14.23% N/A 12.86%
AIM V.I. Value 30.96% N/A 20.74%
- -------------------
*The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."
(With the Enhanced Death Benefit Option)*
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)**
AIM V.I. Aggressive Growth N/A N/A -2.68%
AIM V.I. Balanced N/A N/A 18.56%
AIM V.I. Capital Appreciation 17.76% N/A 14.24%
AIM V.I. Capital Development N/A N/A -12.18%
AIM V.I. Diversified Income 2.25% N/A 6.38%
AIM V.I. Global Utilities 14.99% N/A 15.57%
AIM V.I. Government Securities 9.34% N/A 5.78%
AIM V.I. Growth 32.39% N/A 23.35%
AIM V.I. Growth & Income 26.04% N/A 21.82%
AIM V.I. High Yield N/A N/A -12.45%
AIM V.I. International Equity 14.00% N/A 12.63%
AIM V.I. Value 30.70% N/A 20.50%
- -------------------
*The Enhanced Death Benefit Option has been available since the Contracts were
first offered.
**The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."
(With the Enhanced Death and Income Benefit Combination Option)*
10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)**
AIM V.I. Aggressive Growth N/A N/A -2.88%
AIM V.I. Balanced N/A N/A 18.32%
AIM V.I. Capital Appreciation 17.53% N/A 14.02%
AIM V.I. Capital Development N/A N/A -12.35%
AIM V.I. Diversified Income 2.04% N/A 6.17%
AIM V.I. Global Utilities 14.76% N/A 15.34%
AIM V.I. Government Securities 9.12% N/A 5.57%
AIM V.I. Growth 32.13% N/A 23.10%
AIM V.I. Growth & Income 25.79% N/A 21.58%
AIM V.I. High Yield N/A N/A -12.62%
AIM V.I. International Equity 13.77% N/A 12.41%
AIM V.I. Value 30.44% N/A 20.26%
- -------------------
*The Enhanced Death and Income Benefit Combination Option has been available
since the Contracts were first offered.
**The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."
ADJUSTED HISTORICAL TOTAL RETURNS
We may advertise the total return for periods prior to the date that the
Variable Sub-Accounts commenced operations. We will calculate such "adjusted
historical total returns" using the historical performance of the underlying
Funds and adjusting such performance to reflect the current level of charges
that apply to the Variable Sub-Accounts under the Contract, the contract
maintenance charge, and the appropriate withdrawal charge.
The adjusted historical total returns for the Variable Sub-Accounts for the
periods ended December 31, 1998 are set out below. No adjusted historical total
returns are shown for the AIM V.I. Money Market Variable Sub-Account.
<PAGE>
(Without the Enhanced Death Benefit Option or
the Enhanced Death and Income Benefit Combination Option)
10 Years or Since
Variable Sub-Account One Year Five Years Inception of Fund
(if less)*
AIM V.I. Aggressive Growth N/A N/A -11.12%
AIM V.I. Balanced N/A N/A 8.29%
AIM V.I. Capital Appreciation 11.32% 14.93% 16.71%
AIM V.I. Capital Development N/A N/A -19.80%
AIM V.I. Diversified Income 2.39% 5.01% 5.51%
AIM V.I. Global Utilities 8.31% N/A 13.07%
AIM V.I. Government Securities 9.50% 4.29% 4.43%
AIM V.I. Growth 24.71% 19.05% 18.78%
AIM V.I. Growth & Income 18.72% N/A 19.99%
AIM V.I. High Yield N/A N/A -20.04%
AIM V.I. International Equity 7.38% 9.13% 11.40%
AIM V.I. Value 23.11% 19.31% 19.79%
- -------------------
* The inception dates of the Funds corresponding to the Variable Sub-Accounts
are as follows:
AIM V.I. Aggressive Growth Fund May 1, 1998
AIM V.I. Balanced Fund May 1, 1998
AIM V.I. Capital Appreciation Fund May 5, 1993
AIM V.I. Capital Development Fund May 1, 1998
AIM V.I. Diversified Income Fund May 5, 1993
AIM V.I. Global Utilities Fund May 2, 1994
AIM V.I. Government Securities Fund May 5, 1993
AIM V.I. Growth Fund May 5, 1993
AIM V.I. Growth & Income Fund May 2, 1994
AIM V.I. High Yield Fund May 1, 1998
AIM V.I. International Equity Fund May 5, 1993
AIM V.I. Value Fund May 5, 1993
(With the Enhanced Death Benefit Option)*
<TABLE>
<CAPTION>
10 Years or
Variable Sub-Account One Year Five Years Since Inception of Fund (if less)**
<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.30%
AIM V.I. Balanced N/A N/A 8.08%
AIM V.I. Capital Appreciation 11.10% 14.70% 16.48%
AIM V.I. Capital Development N/A N/A -19.96%
AIM V.I. Diversified Income 2.19% 4.80% 5.30%
AIM V.I. Global Utilities 8.09% N/A 12.84%
AIM V.I. Government Securities 9.29% 4.08% 4.22%
AIM V.I. Growth 24.46% 18.81% 18.54%
AIM V.I. Growth & Income 18.49% N/A 19.75%
AIM V.I. High Yield N/A N/A -20.20%
AIM V.I. International Equity 7.16% 8.91% 11.18%
AIM V.I. Value 22.87% 19.07% 19.55%
</TABLE>
- ----------------------
*Performance figures have been adjusted to reflect the current charge for the
Enhanced Death Benefit Option as if that feature had been available throughout
the periods shown.
** The inception dates for the Funds appear in the footnote to the preceding
table.
(With the Enhanced Death and Income Benefit Combination Option)*
<TABLE>
<CAPTION>
10 Years or
Variable Sub-Account One Year Five Years Since Inception (if less)**
<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.48%
AIM V.I. Balanced N/A N/A 7.86%
AIM V.I. Capital Appreciation 10.87% 14.47% 16.25%
AIM V.I. Capital Development N/A N/A -20.12%
AIM V.I. Diversified Income 1.98% 4.59% 5.09%
AIM V.I. Global Utilities 7.87% N/A 12.61%
AIM V.I. Government Securities 9.07% 3.87% 4.01%
AIM V.I. Growth 24.21% 18.57% 18.31%
AIM V.I. Growth & Income 18.25% N/A 19.51%
AIM V.I. High Yield N/A N/A -20.36%
AIM V.I. International Equity 6.95% 8.70% 10.95%
AIM V.I. Value 22.62% 18.84% 19.32%
</TABLE>
- -------------------
*Performance figures have been adjusted to reflect the current charge for the
Enhanced Death and Income Benefit Combination Option as if that feature had been
available throughout the periods shown.
** The inception dates for the Funds appear in the footnote to the first table
under "Adjusted Historical Total Returns."
<PAGE>
Calculation of Accumulation Unit Values
- ------------------------------------------------------------------------------
The value of Accumulation Units will change each Valuation Period according to
the investment performance of the Fund shares purchased by each Variable
Sub-Account and the deduction of certain expenses and charges. A "Valuation
Period" is the period from the end of one Valuation Date and continues to the
end of the next Valuation Date. A Valuation Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m.
Central Time).
The Accumulation Unit Value of a Variable Sub-Account for any Valuation Period
equals the Accumulation Unit Value as of the immediately preceding Valuation
Period, multiplied by the Net Investment Factor (described below) for that
Sub-Account for the current Valuation Period.
NET INVESTMENT FACTOR
The Net Investment Factor for a Valuation Period is a number representing the
change, since the last Valuation Period, 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. We determine the Net
Investment Factor for each Variable Sub-Account for any Valuation Period by
dividing (A) by (B) and subtracting (C) from the result, where:
(A) is the sum of:
(1) the net asset value per share of the Fund underlying the
Variable Sub-Account determined at the end of the current Valuation
Period; plus,
(2) the per share amount of any dividend or capital gain
distributions made by the Fund underlying the Variable Sub-Account
during the current Valuation Period;
(B) is the net asset value per share of the Fund underlying the Variable
Sub-Account determined as of the end of the immediately preceding Valuation
Period; and
(C) is the annualized mortality and expense risk and administrative expense
charges divided by 365 and then multiplied by the number of calendar days
in the current Valuation Period.
<PAGE>
CALCULATION OF VARIABLE INCOME PAYMENTS
- ------------------------------------------------------------------------------
We calculate the amount of the first variable income payment under an Income
Plan by applying the Contract Value allocated to each Variable Sub-Account less
any applicable premium tax charge deducted at the time, to the income payment
tables in the Contract. We divide the amount of the first variable annuity
income payment by the Variable Sub-Account's then current Annuity Unit value to
determine the number of annuity units ("Annuity Units") upon which later income
payments will be based. To determine income payments after the first, we simply
multiply the number of Annuity Units determined in this manner for each Variable
Sub-Account by the then current Annuity Unit value ("Annuity Unit Value") for
that Variable Sub-Account.
CALCULATION OF ANNUITY UNIT VALUES
Annuity Units in each Variable Sub-Account are valued separately and Annuity
Unit Values will depend upon the investment experience of the particular Fund in
which the Variable Sub-Account invests. We calculate the Annuity Unit Value for
each Variable Sub-Account at the end of any Valuation Period by:
o multiplying the Annuity Unit Value at the end of the immediately
preceding Valuation Period by the Variable Sub-Account's Net Investment
Factor (described in the preceding section) for the Period; and then
o dividing the product by the sum of 1.0 plus the assumed investment rate
for the Valuation 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
income payment, and is at an effective annual rate which is disclosed in the
Contract.
We determine the amount of the first variable income payment paid under an
Income Plan using the income payment tables set out in the Contracts. The
Contracts include tables that differentiate on the basis of sex, except in
states that require the use of unisex tables.
<PAGE>
GENERAL MATTERS
- ------------------------------------------------------------------------------
INCONTESTABILITY
We will not contest the Contract after we issue it.
SETTLEMENTS
The Contract must be returned to us prior to any settlement. We must receive due
proof of the Contract owner(s) death (or Annuitant's death if there is a
non-natural Contract owner) before we will settle a death claim.
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS
We hold title to the assets of the Variable Account. We keep the assets
physically segregated and separate and apart from our general corporate assets.
We maintain records of all purchases and redemptions of the Fund shares held by
each of the Variable Sub-Accounts.
The Funds do not issue stock certificates. Therefore, we hold the Variable
Account's assets in open account in lieu of stock certificates. See the Funds'
prospectuses for a more complete description of the custodian of the Funds.
PREMIUM TAXES
Applicable premium tax rates depend on the Contract owner's state of residency
and the insurance laws and our status in those states where premium taxes are
incurred. Premium tax rates may be changed by legislation, administrative
interpretations, or judicial acts.
TAX RESERVES
We do not establish capital gains tax reserves for any Variable Sub-Account nor
do we deduct charges for tax reserves because we believe that capital gains
attributable to the Variable Account will not be taxable. However, we reserve
the right to deduct charges to establish tax reserves for potential taxes on
realized or unrealized capital gains.
<PAGE>
FEDERAL TAX MATTERS
- ------------------------------------------------------------------------------
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. WE MAKE
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
Glenbrook 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 Glenbrook, and its operations form a part of Glenbrook, 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, Glenbrook 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,
Glenbrook does not anticipate that it will incur any federal income tax
liability attributable to the Variable Account, and therefore Glenbrook does not
intend to make provisions for any such taxes. If Glenbrook is taxed on
investment income or capital gains of the Variable Account, then Glenbrook 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 annuity 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.
<PAGE>
QUALIFIED PLANS
- ------------------------------------------------------------------------------
The 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. Contract 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.
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 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.
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 Glenbrook 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
Section 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.
<PAGE>
EXPERTS
- ------------------------------------------------------------------------------
The financial statements and the related financial statement schedule included
in this statement of additional information have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and are included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The financial statements of the Variable Account and Glenbrook and the
accompanying Reports of Independent Auditors appear on the pages that follow.
The financial statements of Glenbrook included herein should be considered only
as bearing upon the ability of Glenbrook to meet its obligations under the
Contracts.
The financial statements for the Variable Account included in this Statement of
Additional Information reflect assets attributable to other variable annuity
contracts offered by Glenbrook through the Variable Account.
<PAGE>
Financial Statements
INDEX
PAGE
Independent Auditors' Report................................................F-1
Financial Statements:
Statements of Financial Position
December 31, 1998 and 1997........................................F-2
Statements of Operations and Comprehensive Income for the Years Ended
December 31, 1998, 1997 and 1996..................................F-3
Statements of Shareholder's Equity for the Years Ended
December 31, 1998, 1997 and 1996..................................F-4
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996..................................F-5
Notes to Financial Statements........................................F-6
Schedule IV - Reinsurance for the Years Ended
December 31, 1998, 1997 and 1996..................................F-17
<PAGE>
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", an affiliate of The Allstate
Corporation) as of December 31, 1998 and 1997, and the related Statements of
Operations and Comprehensive Income, Shareholder's Equity and Cash Flows for
each of the three years in the period ended December 31, 1998. 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, 1998 and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998 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 19, 1999
F-1
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
December 31,
------------
($ in thousands) 1998 1997
---- ----
ASSETS
Investments
Fixed income securities, at fair value
(amortized cost $87,415 and $81,369) $ 94,313 $ 86,243
Short-term 4,663 4,231
---------- ----------
Total investments 98,976 90,474
Reinsurance recoverable from Allstate Life
Insurance Company 3,113,278 2,637,983
Other assets 2,590 2,549
Separate Accounts 993,622 620,535
---------- ----------
TOTAL ASSETS $4,208,466 $3,351,541
========== ==========
LIABILITIES
Contractholder funds 3,113,278 2,637,983
Current income taxes payable 2,181 609
Deferred income taxes 2,499 1,772
Payable to affiliates, net 3,583 2,698
Separate Accounts 993,622 620,535
---------- ----------
TOTAL LIABILITIES 4,115,163 3,263,597
---------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 9)
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
Retained income 17,079 13,035
Accumulated other comprehensive income:
Unrealized net capital gains 4,483 3,168
---------- ----------
Total accumulated other comprehensive income 4,483 3,168
---------- ----------
TOTAL SHAREHOLDER'S EQUITY 93,303 87,944
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $4,208,466 $3,351,541
========== ==========
See notes to financial statements.
F-2
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31,
-----------------------
($ in thousands) 1998 1997 1996
---- ---- ----
REVENUES
Net investment income $ 6,231 $ 5,304 $ 3,774
Realized capital gains and losses (5) 3,460 --
------- ------- -------
INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE 6,226 8,764 3,774
Income tax expense 2,182 3,078 1,339
------- ------- -------
NET INCOME 4,044 5,686 2,435
------- ------- -------
OTHER COMPREHENSIVE INCOME, AFTER-TAX
Change in unrealized net capital
gains and losses 1,315 378 (567)
------- ------- -------
COMPREHENSIVE INCOME $ 5,359 $ 6,064 $ 1,868
======= ======= =======
See notes to financial statements.
F-3
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
December 31,
------------
($ in thousands) 1998 1997 1996
---- ---- ----
COMMON STOCK $ 2,100 $ 2,100 $ 2,100
-------- -------- --------
ADDITIONAL CAPITAL PAID-IN
Balance, beginning of year 69,641 69,641 49,641
Capital contribution -- -- 20,000
-------- -------- --------
Balance, end of year 69,641 69,641 69,641
-------- -------- --------
RETAINED INCOME
Balance, beginning of year 13,035 7,349 4,914
Net income 4,044 5,686 2,435
-------- -------- --------
Balance, end of year 17,079 13,035 7,349
-------- -------- --------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance, beginning of year 3,168 2,790 3,357
Change in unrealized net capital gains
and losses 1,315 378 (567)
-------- -------- --------
Balance, end of year 4,483 3,168 2,790
-------- -------- --------
Total shareholder's equity $ 93,303 $ 87,944 $ 81,880
======== ======== ========
See notes to financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
Year Ended December 31,
-----------------------
($ in thousands) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,044 $ 5,686 $ 2,435
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization and other non-cash items (24) 29 --
Realized capital gains and losses 5 (3,460) --
Changes in:
Income taxes payable 1,590 240 (1,223)
Other operating assets and liabilities 915 961 717
-------- -------- --------
Net cash provided by operating activities 6,530 3,456 1,929
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Proceeds from sales 1,966 1,405 --
Investment collections 7,123 14,217 2,891
Investment purchases (15,250) (50,115) (5,667)
Participation in Separate Accounts -- 13,981 (232)
Change in short-term investments, net (369) (2,944) 815
-------- -------- --------
Net cash used in investing activities (6,530) (23,456) (2,193)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution -- 20,000 --
-------- -------- --------
Net cash provided by financing activities -- 20,000 --
-------- -------- --------
NET DECREASE IN CASH -- -- (264)
CASH AT THE BEGINNING OF YEAR -- -- 264
-------- -------- --------
CASH AT END OF YEAR $ -- $ -- $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Noncash financing activity:
Capital contribution receivable from
Allstate Life Insurance Company $ -- $ -- $ 20,000
======== ======== ========
<FN>
See notes to financial statements.
</FN>
</TABLE>
F-5
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
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"). These financial statements have been prepared in conformity with
generally accepted accounting principles.
To conform with the 1998 presentation, certain amounts in the prior years'
financial statements and notes have been reclassified.
NATURE OF OPERATIONS
The Company markets savings products and life insurance through banks, direct
marketing and broker-dealers. Savings products include deferred annuities, such
as variable annuities and fixed rate single and flexible premium annuities. Life
insurance includes universal life and variable life products. The Company has
entered into exclusive distribution arrangements with management investment
companies to market its variable annuity contracts. In 1998, substantially all
of the Company's statutory premiums and deposits were from annuities. The
Company re-domesticated its operations from Illinois to Arizona in 1998.
Annuity contracts and life insurance policies issued by the Company are subject
to discretionary surrender or withdrawal by customers, subject to applicable
surrender charges. These policies and contracts are reinsured primarily with
ALIC (see Note 3), which invests premiums and deposits to provide cash flows
that will be used to fund future benefits and expenses.
The Company monitors economic and regulatory developments which have the
potential to impact its business. There continues to be proposed federal and
state regulation and legislation that, if passed, would allow banks greater
participation in securities and insurance businesses, which would present an
increased level of competition, as well as opportunities, for sales of the
Company's life and savings 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, change in control of these
non-affiliated entities with which the Company has alliances could have a
detrimental effect on the Company's sales.
Additionally, traditional demutualizations of mutual insurance companies and
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; and (2) increasing competition in the
capital markets.
F-6
<PAGE>
The Company is authorized to sell life and savings products in all states except
New York, as well as in the District of Columbia. The top geographic locations
for statutory premiums and deposits for the Company are Florida, Pennsylvania,
Texas, California and Tennessee for the year ended December 31, 1998. No other
jurisdiction accounted for more than 5% of statutory premiums and deposits.
Substantially all premiums and deposits 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 or amortized cost, which approximates fair value.
Investment income consists primarily of interest and dividends on short-term
investments. Interest is recognized on an accrual basis and dividends are
recorded at the ex-dividend date. 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 has reinsurance agreements whereby substantially all premiums,
contract charges, credited interest, policy benefits and certain expenses are
ceded to ALIC. Such amounts are reflected net of such reinsurance in the
statements of operations and comprehensive income. The amounts shown in the
Company's statements of operations and comprehensive income relate to the
investment of those assets of the Company that are not transferred under
reinsurance agreements. Reinsurance recoverable and the related 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 REVENUES AND CONTRACT CHARGES
Revenues on universal life-type contracts are comprised of contract charges and
fees, and are recognized when assessed against the policyholder account balance.
Revenues on investment contracts include contract charges and fees for contract
administration and surrenders. These revenues are recognized when levied against
the contract balance. All premium revenues and contract charges are primarily
reinsured with ALIC.
INCOME TAXES
The income tax provision is calculated under the liability method and presented
net of reinsurance. 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.
F-7
<PAGE>
Deferred income taxes arise from unrealized capital gains and losses on fixed
income securities carried at fair value and differences in the tax bases of
investments.
SEPARATE ACCOUNTS
The Company issues flexible premium deferred variable annuity and 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. The Company's Separate Accounts consist
of: Glenbrook Life and Annuity Company Separate Account A, Glenbrook Life and
Annuity Company Variable Annuity Account, Glenbrook Life Variable Life Separate
Account A, Glenbrook Life Scudder Variable Account (A), Glenbrook Life
Multi-Manager Variable Account, Glenbrook Life AIM Variable Life Separate
Account A and Glenbrook Life Variable Life Separate Account B. Each of the
Separate Accounts are unit investment trusts registered with the Securities and
Exchange Commission.
The assets of the Separate Accounts are carried at fair value. Investment income
and realized capital gains and losses of the Separate Accounts accrue directly
to the contractholders and, therefore, are not included in the Company's
statements of operations and comprehensive income. Revenues to the Company from
the Separate Accounts consist of contract maintenance fees, administration fees,
mortality and expense risk charges and cost of insurance charges, all of which
are reinsured with ALIC.
Prior to 1998, the Company had an ownership interest ("Participation") in the
Separate Accounts. The Company's Participation was carried at fair value and
unrealized gains and losses, net of deferred income taxes, were shown as a
component of shareholder's equity. Investment income and realized capital gains
and losses which arose from the Participation were included in the Company's
statements of operations and comprehensive income. The Company liquidated its
Participation during 1997, which resulted in a pretax realized capital gain of
$3.5 million.
CONTRACTHOLDER FUNDS
Contractholder funds arise from the issuance of individual or group policies and
contracts that include an investment component, including most fixed 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 contractholder less withdrawals, mortality
charges and administrative expenses. During 1998, credited interest rates on
contractholder funds ranged from 3.46% to 11.00% for those contracts with fixed
interest rates and from 3.75% to 10.00% for those with flexible rates.
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.
F-8
<PAGE>
NEW ACCOUNTING STANDARDS
In 1998, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income." Comprehensive income is a
measurement of certain changes in shareholder's equity that result from
transactions and other economic events other than transactions with
shareholders. For the Company, these consist of changes in unrealized gains and
losses on the investment portfolio (See Note 8).
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 redefines how segments are
determined and requires additional segment disclosures for both annual and
interim financial reporting. The Company has identified itself as a single
operating segment.
PENDING ACCOUNTING STANDARDS
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 is required to be adopted in 1999. 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: 1) an assessment has been
imposed or it is probable that an assessment will be imposed, 2) the event
obligating an entity to pay an assessment has occurred and 3) the amount of the
assessment can be reasonably estimated. The Company is currently evaluating the
effects of this SOP on its accounting for insurance-related assessments. Certain
information required for compliance is not currently available and therefore the
Company is studying alternatives for estimating the accrual. In addition,
industry groups are working to improve the information available. Adoption of
this standard is not expected to be material to the results of operations or
financial position of the Company.
3. RELATED PARTY TRANSACTIONS
REINSURANCE
The Company has reinsurance agreements whereby substantially all premiums,
contract charges, credited interest, policy benefits and certain expenses are
ceded to ALIC and reflected net of such reinsurance in the statements of
operations and comprehensive income. The amounts shown in the Company's
statements of operations and comprehensive income relate to the investment of
those assets of the Company that are not transferred under reinsurance
agreements. Reinsurance recoverable and the related contracholder funds are
reported separately in the statements of financial position. The Company
continues to have primary liability as the direct insurer for risks reinsured.
F-9
<PAGE>
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 under terms of reinsurance agreements. The following amounts were ceded
to ALIC under reinsurance agreements.
YEAR ENDED DECEMBER 31,
-----------------------
($ in thousands) 1998 1997 1996
-------- -------- --------
Contract charges $ 19,009 $ 11,641 $ 4,254
Credited interest, policy benefits, and
certain expenses 218,008 179,954 113,703
BUSINESS OPERATIONS
The Company utilizes services provided by AIC and ALIC and business facilities
owned or leased, and operated by AIC in conducting its business activities. The
Company reimburses AIC and ALIC for the operating expenses incurred 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 $15,949, $19,243 and $4,804 in 1998, 1997 and 1996,
respectively. Of these costs, the Company retains investment related expenses.
All other costs are ceded to ALIC under reinsurance agreements.
4. INVESTMENTS
FAIR VALUES
The amortized cost, gross unrealized gains and losses, and fair value for fixed
income securities are as follows:
AMORTIZED GROSS UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----
AT DECEMBER 31, 1998
U.S. government and agencies $24,350 $ 4,308 $ -- $28,658
Municipal 656 24 -- 680
Corporate 33,009 1,575 (39) 34,545
Mortgage-backed securities 29,400 1,047 (17) 30,430
------- ------- ------- -------
Total fixed income securities $87,415 $ 6,954 $ (56) $94,313
======= ======= ======= =======
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
======= ======= ======= =======
F-10
<PAGE>
SCHEDULED MATURITIES
The scheduled maturities for fixed income securities are as follows at December
31, 1998:
AMORTIZED FAIR
COST VALUE
---- -----
Due in one year or less $ 400 $ 400
Due after one year through five years 8,711 8,943
Due after five years through ten years 36,027 39,009
Due after ten years 12,877 15,531
------- -------
58,015 63,883
Mortgage-backed securities 29,400 30,430
------- -------
Total $87,415 $94,313
======= =======
Actual maturities may differ from those scheduled as a result of prepayments by
the issuers.
NET INVESTMENT INCOME
YEAR ENDED DECEMBER 31, 1998 1997 1996
------- ------- -------
Fixed income securities $ 6,151 $ 5,014 $ 3,478
Short-term investments 183 231 126
Participation in Separate Accounts -- 161 232
------- ------- -------
Investment income, before expense 6,334 5,406 3,836
Investment expense 103 102 62
------- ------- -------
Net investment income $ 6,231 $ 5,304 $ 3,774
======= ======= =======
REALIZED CAPITAL GAINS AND LOSSES
YEAR ENDED DECEMBER 31, 1998 1997 1996
------- ------- -------
Fixed income securities $ (5) $ (61) $ --
Short-term investments -- 6 --
Participation in Separate Accounts -- 3,515 --
------- ------- -------
Realized capital gains and losses (5) 3,460 --
Income taxes 2 (1,211) --
------- ------- -------
Realized capital gains and losses,
after tax $ (3) $ 2,249 $ --
======= ======= =======
Excluding calls and prepayments, gross losses of $5 and $61 were realized on
sales of fixed income securities during 1998 and 1997, respectively. There were
no gains or losses, excluding calls and prepayments during 1996.
F-11
<PAGE>
UNREALIZED NET CAPITAL GAINS
Unrealized net capital gains on fixed income securities included in
shareholder's equity at December 31, 1998 are as follows:
<TABLE>
<CAPTION>
COST/
AMORTIZED FAIR GROSS UNREALIZED UNREALIZED
COST VALUE GAINS LOSSES NET GAINS
---- ----- ----- ------ ---------
<S> <C> <C> <C> <C> <C>
Fixed income securities $ 87,415 $ 94,313 $ 6,954 $ (56) $ 6,898
======== ======== ======== ========
Deferred income taxes (2,415)
--------
Unrealized net capital gains $ 4,483
========
</TABLE>
CHANGE IN UNREALIZED NET CAPITAL GAINS
YEAR ENDED DECEMBER 31,
1998 1997 1996
------- ------- -------
Fixed income securities $ 2,024 $ 2,410 $(2,239)
Participation in Separate Accounts -- (1,829) 1,368
Deferred income taxes (709) (203) 304
------- ------- -------
Increase (decrease) in unrealized
net capital gains $ 1,315 $ 378 $ (567)
======= ======= =======
SECURITIES ON DEPOSIT
At December 31, 1998, fixed income securities with a carrying value of $11,416
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 on the following page 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 universal life-type insurance reserves and 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. Their carrying values
are assumed to approximate fair value.
F-12
<PAGE>
FINANCIAL ASSETS
The carrying value and fair value of financial assets at December 31, are as
follows:
1998 1997
---- ----
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
----- ----- ----- -----
Fixed income securities $ 94,313 $ 94,313 $ 86,243 $ 86,243
Short-term investments 4,663 4,663 4,231 4,231
Separate Accounts 993,622 993,622 620,535 620,535
Fair values for fixed income securities are based on quoted market prices where
available. Non-quoted securities are valued based on discounted cash flows using
current interest rates for similar securities. 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 based on quoted market prices.
FINANCIAL LIABILITIES
The carrying value and fair value of financial liabilities at December 31, are
as follows:
1998 1997
---- ----
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
----- ----- ----- -----
Contractholder funds on
investment contracts $3,130,228 $2,967,101 $2,636,331 $2,492,095
Separate Accounts 993,622 993,622 620,535 620,535
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.
6. INCOME TAXES
For 1996, the Company filed a separate federal income tax return. Beginning in
1997, the Company joined the Corporation and its other eligible domestic
subsidiaries (the "Allstate Group") in the filing of a consolidated federal
income tax return and is party to a federal income tax allocation agreement (the
"Allstate Tax Sharing Agreement"). Under the Allstate Tax Sharing Agreement, the
Company pays to or receives from the Corporation the amount, if any, by which
the Allstate Group's federal income tax liability is affected by virtue of
inclusion of the Company in the consolidated federal income tax return.
Effectively, this results in the Company's annual income tax provision being
computed, with adjustments, as if the Company filed a separate return.
F-13
<PAGE>
Prior to Sears, Roebuck and Co.'s ("Sears") distribution ("Sears distribution")
on June 30, 1995 of its 80.3% ownership in the Corporation to Sears
shareholders, the Allstate Group 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 "Tax Sharing Agreement"). Under the 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.
As a result of the Sears distribution, the Allstate Group was no longer included
in the Sears Tax Group, and the Tax Sharing Agreement was terminated.
Accordingly, the Allstate Group and Sears Group entered into a new tax sharing
agreement, which adopts many of the principles of the Tax Sharing Agreement and
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Sears distribution, including the treatment
of audits of tax returns for such periods.
The Internal Revenue Service ("IRS") has completed its review of the Allstate
Group's federal income tax returns through the 1993 tax year. Any adjustment
that may result from IRS examinations of tax returns are not expected to have a
material impact on the financial position, liquidity or results of operations of
the Company.
The components of the deferred income tax liability at December 31, are as
follows:
1998 1997
------- -------
Unrealized net capital gains $(2,415) $(1,706)
Difference in tax bases of investments (84) (66)
------- -------
Total deferred liability $(2,499) $(1,772)
======= =======
The components of income tax expense for the year ended December 31, are as
follows:
1998 1997 1996
------ ------ ------
Current $2,164 $3,037 $1,335
Deferred 18 41 4
------ ------ ------
Total income tax expense $2,182 $3,078 $1,339
====== ====== ======
The Company paid income taxes of $592, $2,839 and $2,446 in 1998, 1997 and 1996,
respectively. The Company had a current income tax liability of $2,181 and $609
at December 31, 1998 and 1997, respectively.
F-14
<PAGE>
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:
1998 1997 1996
------ ------ ------
Statutory federal income tax rate 35.0% 35.0% 35.0%
Other -- .1 .5
------ ------ ------
Effective income tax rate 35.0% 35.1% 35.5%
====== ====== ======
7. STATUTORY FINANCIAL INFORMATION
PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Arizona
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 significant impact on statutory surplus or statutory net
income.
The NAIC's codification initiative has produced a comprehensive guide of revised
statutory accounting principles. While the NAIC has approved a January 1, 2001
implementation date for the newly developed guidance, companies must adhere to
the implementation date adopted by their state of domicile. The Company's state
of domicile, Arizona, is continuing its comparison of codification and current
statutory accounting requirements to determine necessary revisions to existing
state laws and regulations. The requirements are not expected to have a material
impact on the 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 the Company 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 1999 without prior approval of the Arizona Department of Insurance is
$4,698.
F-15
<PAGE>
8. OTHER COMPREHENSIVE INCOME
The components of other comprehensive income on a pretax and after-tax basis for
the year ended December 31, are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------------------- ---------------------------- -----------------------------
After- After- After-
Pretax Tax tax Pretax Tax tax Pretax Tax tax
------ --- --- ------ --- --- ------ --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unrealized capital gains
and losses:
- --------------------------
Unrealized holding gains
(losses) arising during
the period $ 2,019 $ (707) $ 1,312 $ 4,034 $(1,412) $ 2,622 $ (871) $ 304 $ (567)
Less: reclassification
adjustment for realized
net capital gains
included in net income (5) 2 (3) 3,453 (1,209) 2,244 -- -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Unrealized net capital
gains (losses) $ 2,024 $ (709) $ 1,315 $ 581 $ (203) $ 378 $ (871) $ 304 $ (567)
------- ------- ------- ------- ------- ------- ------- ------- -------
Other comprehensive
income $ 2,024 $ (709) $ 1,315 $ 581 $ (203) $ 378 $ (871) $ 304 $ (567)
======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
9. COMMITMENTS AND CONTINGENT LIABILITIES
REGULATION AND LEGAL PROCEEDINGS
The Company's business is subject to the effects of a changing social, economic
and regulatory environment. Public and regulatory initiatives have varied and
have included employee benefit regulations, removal of barriers preventing banks
from engaging in the securities and insurance business, tax law changes
affecting the taxation of insurance companies, 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 rates and benefits. The ultimate changes and eventual
effects, if any, of these initiatives are uncertain.
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. In the opinion of management, the ultimate liability, if any, arising
from such pending or threatened litigation is not expected to have a material
effect on the results of operations, liquidity or financial position of the
Company.
F-16
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
SCHEDULE IV--REINSURANCE
($ IN THOUSANDS)
GROSS NET
YEAR ENDED DECEMBER 31, 1998 AMOUNT CEDED AMOUNT
--------- --------- -------
Life insurance in force $ 12,056 $ 12,056 $ --
========= ========= =======
Premiums and contract charges:
Life and annuities $ 19,009 $ 19,009 $ --
========= ========= =======
GROSS NET
YEAR ENDED DECEMBER 31, 1997 AMOUNT CEDED AMOUNT
--------- --------- -------
Life insurance in force $ 4,095 $ 4,095 $ --
========= ========= =======
Premiums and contract charges:
Life and annuities $ 11,641 $ 11,641 $ --
========= ========= =======
GROSS NET
YEAR ENDED DECEMBER 31, 1996 AMOUNT CEDED AMOUNT
--------- --------- -------
Life insurance in force $ 2,436 $ 2,436 $ --
========= ========= =======
Premiums and contract charges:
Life and annuities $ 4,254 $ 4,254 $ --
========= ========= =======
F-17
<PAGE>
- --------------------------------------------------------------------------------
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
Financial Statements as of December 31, 1998 and
for the periods ended December 31, 1998 and
December 31, 1997, and Independent Auditors' Report
<PAGE>
- --------------------------------------------------------------------------------
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
Financial Statements as of December 31, 1998 and
for the periods ended December 31, 1998 and
December 31, 1997, and Independent Auditors' Report
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
Independent Auditors' Report 1
Statements of Net Assets as of December 31, 1998 for the following:
Investments in the AIM Variable Insurance Funds, Inc. Portfolios: 2
Capital Appreciation
Diversified Income
Global Utilities
Government Securities
Growth
Growth and Income
International Equity
Money Market
Value
High Yield
Balanced
Capital Development
Aggressive Growth
Statements of Operations for the following:
For the Year Ended December 31, 1998
Investments in the AIM Variable Insurance Funds, Inc. Portfolios: 3
Capital Appreciation
Diversified Income
Global Utilities
Government Securities
Growth
Growth and Income
International Equity
Money Market
Value
For the Period May 1, 1998 to December 31, 1998
Investments in the AIM Variable Insurance Funds, Inc. Portfolios: 4
High Yield
Balanced
Capital Development
Aggressive Growth
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
Statements of Changes in Net Assets for the following:
For the Years Ended December 31, 1998 and 1997
Investments in the AIM Variable Insurance Funds, Inc. Portfolios: 5, 7
Capital Appreciation
Diversified Income
Global Utilities
Government Securities
Growth
Growth and Income
International Equity
Money Market
Value
For the Period May 1, 1998 to December 31, 1998
Investments in the AIM Variable Insurance Funds, Inc. Portfolios: 6
High Yield
Balanced
Capital Development
Aggressive Growth
Notes to Financial Statements 8 - 13
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder of
Glenbrook Life and Annuity Company:
We have audited the accompanying statements of net assets of each of the
sub-accounts ("portfolios" for purposes of this report), listed in the table of
contents, that comprise Glenbrook Life and Annuity Company Separate Account A
(the "Account"), a Separate Account of Glenbrook Life and Annuity Company, an
affiliate of The Allstate Corporation, as of December 31, 1998, and the related
statements of operations and changes in net assets for the applicable periods
indicated in the table of contents. 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 audits 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, 1998. 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 each of the portfolios, listed in the table
of contents, that comprise the Account as of December 31, 1998, and the results
of their operations, and the changes in their net assets for each of the
periods, indicated in the table of contents, in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
Chicago, Illinois
March 18, 1999
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF NET ASSETS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
($ and shares in thousands)
ASSETS
Investments in the AIM Variable Insurance Funds, Inc. Portfolios:
Capital Appreciation, 5,444 shares (cost $111,717) $ 137,186
Diversified Income, 2,620 shares (cost $28,606) 28,661
Global Utilities 605 shares (cost $8,826) 10,509
Government Securities, 1,059 shares (cost $11,126) 11,521
Growth, 4,188 shares (cost $80,445) 103,859
Growth and Income, 5,708 shares (cost $99,406) 135,568
International Equity, 2,893 shares (cost $48,310) 56,760
Money Market, 18,300 shares (cost $18,300) 18,300
Value, 6,597 shares (cost $133,252) 173,178
High Yield, 403 shares (cost $3,806) 3,561
Balanced, 705 shares (cost $7,269) 7,855
Capital Development, 244 shares (cost $2,058) 2,247
Aggressive Growth, 346 shares (cost $3,089) 3,409
-----------
Total assets 692,614
LIABILITIES
Payable to Glenbrook Life and Annuity Company:
Accrued contract maintenance charges 173
-----------
Net assets $ 692,441
===========
See notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------
($ in thousands)
AIM Variable Insurance Funds, Inc. Portfolios
------------------------------------------------------------------------------------
For the Year Ended December 31, 1998
-------- --------------------------------------------------------------------------
Capital Diversi- Global Govt. Growth Inter-
Appreci- fied Utili- Securi- and national Money
ation Income ties ties Growth Income Equity Market Value
-------- ------- ------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 3,661 $ 1,855 $ 236 $ 298 $ 6,514 $ 1,825 $ 451 $ 725 $ 7,884
Charges from Glenbrook Life and Annuity
Company:
Mortality and expense risk (1,577) (385) (111) (120) (1,054) (1,411) (724) (222) (1,778)
Administrative expense (117) (28) (8) (9) (78) (105) (53) (16) (132)
-------- ------- ------- ------- -------- -------- ------- -------- --------
Net investment income (loss) 1,967 1,442 117 169 5,382 309 (326) 487 5,974
-------- ------- ------- ------- -------- -------- ------- -------- --------
REALIZED AND UNREALIZED GAINS (LOSSES)
ON INVESTMENTS
Realized gains (losses) from sales of
investments:
Proceeds from sales 8,105 6,661 1,083 3,853 4,536 5,250 4,701 23,871 5,096
Cost of investments sold 6,994 6,329 929 3,700 3,548 4,196 4,192 23,871 4,033
-------- ------- ------- ------- -------- -------- ------- -------- --------
Net realized gains (losses) 1,111 332 154 153 988 1,054 509 -- 1,063
-------- ------- ------- ------- -------- -------- ------- -------- --------
Change in unrealized gains (losses) 16,357 (1,401) 891 131 16,304 23,958 6,041 -- 29,565
-------- ------- ------- ------- -------- -------- ------- -------- --------
Net gains (losses) on investments 17,468 (1,069) 1,045 284 17,292 25,012 6,550 -- 30,628
-------- ------- ------- ------- -------- -------- ------- -------- --------
CHANGE IN NET ASSETS RESULTING
FROM OPERATIONS $ 19,435 $ 373 $ 1,162 $ 453 $ 22,674 $ 25,321 $ 6,224 $ 487 $ 36,602
======== ======= ======= ======= ======== ======== ======= ======== ========
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------------
($ in thousands)
AIM Variable Insurance Funds, Inc. Portfolios
------------------------------------------------------------
For the Period May 1, 1998 to December 31, 1998
------------------------------------------------------------
Capital Aggressive
High Yield Balanced Development Growth
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 148 $ 102 $ 8 $ 17
Charges from Glenbrook Life and Annuity Company:
Mortality and expense risk (14) (24) (9) (13)
Administrative expense (1) (2) (1) (1)
------------ ------------ ------------ ------------
Net investment income (loss) 133 76 (2) 3
------------ ------------ ------------ ------------
REALIZED AND UNREALIZED GAINS (LOSSES)
ON INVESTMENTS
Realized gains (losses) from sales of investments:
Proceeds from sales 507 422 644 310
Cost of investments sold 552 417 730 325
------------ ------------ ------------ ------------
Net realized gains (losses) (45) 5 (86) (15)
------------ ------------ ------------ ------------
Change in unrealized gains (losses) (245) 586 189 320
------------ ------------ ------------ ------------
Net gains (losses) on investments (290) 591 103 305
------------ ------------ ------------ ------------
CHANGE IN NET ASSETS RESULTING
FROM OPERATIONS $ (157) $ 667 $ 101 $ 308
============ ============ ============ ============
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
($ in thousands)
AIM Variable Insurance Funds, Inc. Portfolios
--------------------------------------------------------------------------------------------
For the Year Ended December 31, 1998
--------------------------------------------------------------------------------------------
Capital Diversi- Global Govt. Growth Inter-
Appreci- fied Utili- Securi- and national Money
ation Income ties ties Growth Income Equity Market Value
--------- -------- -------- -------- -------- --------- -------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> C>
FROM OPERATIONS
Net investment income (loss) $ 1,967 $ 1,442 $ 117 $ 169 $ 5,382 $ 309 $ (326) $ 487 $ 5,974
Net realized gains (losses) 1,111 332 154 153 988 1,054 509 -- 1,063
Change in unrealized gains (losses) 16,357 (1,401) 891 131 16,304 23,958 6,041 -- 29,565
--------- -------- -------- -------- --------- --------- -------- -------- ---------
Change in net assets resulting
from operations 19,435 373 1,162 453 22,674 25,321 6,224 487 36,602
--------- -------- -------- -------- --------- --------- -------- -------- ---------
FROM CAPITAL TRANSACTIONS
Deposits 27,827 9,846 4,015 4,568 23,869 36,231 8,981 11,013 42,926
Benefit payments (1,289) (386) (47) (124) (975) (1,638) (546) (581) (1,481)
Payments on termination (5,665) (2,695) (407) (1,262) (3,190) (5,238) (2,469) (4,230) (6,178)
Contract maintenance charges (50) (5) (3) (2) (34) (40) (19) (3) (56)
Transfers among the portfolios and
with the Fixed Account - net (3,081) (1,465) 19 1,921 3,704 3,016 (1,619) (2,261) 2,723
--------- -------- -------- -------- --------- --------- -------- -------- ---------
Change in net assets resulting
from capital transactions 17,742 5,295 3,577 5,101 23,374 32,331 4,328 3,938 37,934
--------- -------- -------- -------- --------- --------- -------- -------- ---------
INCREASE IN NET ASSETS 37,177 5,668 4,739 5,554 46,048 57,652 10,552 4,425 74,536
NET ASSETS AT BEGINNING OF PERIOD 99,972 22,987 5,775 5,964 57,769 77,888 46,194 13,873 98,600
--------- -------- -------- -------- --------- --------- -------- -------- ---------
NET ASSETS AT END OF PERIOD $ 137,149 $ 28,655 $ 10,514 $ 11,518 $ 103,817 $ 135,540 $ 56,746 $ 18,298 $ 173,136
========= ======== ======== ======== ========= ========= ======== ======== =========
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------
($ in thousands)
AIM Variable Insurance Funds, Inc. Portfolios
----------------------------------------------------
For the Period May 1, 1998 to December 31, 1998
----------------------------------------------------
Capital
High Develop- Aggressive
Yield Balanced ment Growth
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 133 $ 76 $ (2) $ 3
Net realized gains (losses) (45) 5 (86) (15)
Change in unrealized gains (losses) (245) 586 189 320
---------- ---------- ---------- ----------
Change in net assets resulting
from operations (157) 667 101 308
---------- ---------- ---------- ----------
FROM CAPITAL TRANSACTIONS
Deposits 3,164 6,083 1,247 2,135
Benefit payments (27) -- (13) (14)
Payments on termination (27) (25) (13) (25)
Contract maintenance charges (1) (2) (1) (1)
Transfers among the portfolios and
with the Fixed Account - net 608 1,129 927 1,005
---------- ---------- ---------- ----------
Change in net assets resulting
from capital transactions 3,717 7,185 2,147 3,100
---------- ---------- ---------- ----------
INCREASE IN NET ASSETS 3,560 7,852 2,248 3,408
NET ASSETS AT BEGINNING OF PERIOD -- -- -- --
---------- ---------- ---------- ----------
NET ASSETS AT END OF PERIOD $ 3,560 $ 7,852 $ 2,248 $ 3,408
========== ========== ========== ==========
<FN>
See notes to financial statements.
</FN>
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------------
($ and units in thousands, except value per unit)
AIM Variable Insurance Funds, Inc. Portfolios
---------------------------------------------------------------------------------------
Capital Diversi- Global Govt. Growth Inter-
Appreci- fied Utili- Securi- and national Money
ation Income ties ties Growth Income Equity Market Value
-------- -------- ------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 161 $ (201) $ (45) $ (54) $ 1,494 $ (675) $ 387 $ 470 $ 2,501
Net realized gains (losses) 305 113 32 (2) 183 135 115 -- 188
Change in unrealized gains 6,963 1,475 731 325 6,686 10,445 817 -- 9,182
-------- -------- ------- ------- -------- -------- -------- -------- --------
Change in net assets resulting
from operations 7,429 1,387 718 269 8,363 9,905 1,319 470 11,871
FROM CAPITAL TRANSACTIONS
Deposits 42,558 13,392 2,312 3,051 23,709 36,208 21,202 20,138 43,561
Benefit payments (987) (75) (27) -- (754) (937) (508) (787) (930)
Payments on termination (2,359) (613) (80) (70) (769) (1,488) (1,328) (1,090) (1,999)
Contract maintenance charges (36) (7) (2) (1) (20) (24) (17) (2) (34)
Transfers among the portfolios and with the
Fixed Account - net 2,455 732 1,010 34 3,506 5,854 1,991 (14,133) 7,008
-------- -------- ------- ------- -------- -------- -------- -------- --------
Change in net assets resulting from
capital transactions 41,631 13,429 3,213 3,014 25,672 39,613 21,340 4,126 47,606
-------- -------- ------- ------- -------- -------- -------- -------- --------
INCREASE IN NET ASSETS 49,060 14,816 3,931 3,283 34,035 49,518 22,659 4,596 59,477
NET ASSETS AT BEGINNING OF YEAR 50,912 8,171 1,844 2,681 23,734 28,370 23,535 9,277 39,123
-------- -------- ------- ------- -------- -------- -------- -------- --------
NET ASSETS AT END OF YEAR $ 99,972 $ 22,987 $ 5,775 $ 5,964 $ 57,769 $ 77,888 $ 46,194 $ 13,873 $ 98,600
======== ======== ======= ======= ======== ======== ======== ======== ========
Net asset value per unit at end of year $ 12.74 $ 11.79 $ 13.52 $ 10.83 $ 14.34 $ 14.50 $ 12.60 $ 10.74 $ 13.52
======== ======== ======= ======= ======== ======== ======== ======== ========
Units outstanding at end of year 7,848 1,950 426 550 4,030 5,372 3,667 1,291 7,293
======== ======== ======= ======= ======== ======== ======== ======== ========
</TABLE>
See notes to financial statements.
7
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 issues two variable annuity contracts, AIM Lifetime Plus and
AIM Lifetime Plus II, the deposits of which are invested at the direction
of the contractholder in the sub-accounts ("portfolios" for purposes of
this report) that comprise the Account. Contractholders bear all investment
risk for amounts allocated to the Account. The portfolios invest in the AIM
Variable Insurance Funds, Inc. (the "Fund").
Glenbrook Life provides insurance and administrative services to the
contractholders for a fee.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - Investments consist of shares of the Funds and
are stated at fair value based on quoted market prices at December 31,
1998.
Investment Income - Investment income consists of dividends declared by the
Funds 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 portfolio shares by the
Account and the cost of such shares, which is determined on a weighted
average basis.
Federal Income Taxes - The Account intends to qualify as a segregated asset
account as defined in the Internal Revenue Code ("Code"). As such, the
operations of the Account are included in the tax return of Glenbrook Life.
Glenbrook Life is taxed as a life insurance company under the Code. No
federal income taxes are payable by the Account in 1998 as the Account did
not generate taxable income.
8
<PAGE>
3. CONTRACT CHARGES
Glenbrook Life charges each contractholder daily at a per annum rate as
follows:
Mortality and Administrative
expense risk expense
------------ -------
AIM Lifetime Plus 1.35% .10%
AIM Lifetime Plus II 1.00% (a) .10%
(a) An enhanced death benefit rider is available at an additional
charge of .20%, bringing the total mortality and expense risk
charge to 1.20%. An enhanced death benefit and income combination
rider is available at an additional charge of .40%, bringing the
total mortality and expense risk charge to 1.40%.
If aggregate deposits are less than $50,000, Glenbrook Life will deduct an
annual maintenance charge of $35 on each contract anniversary date.
4. FINANCIAL INSTRUMENTS
The investments of the Account are carried at fair value, based on quoted
market prices. Accrued contract maintenance charges are of a short-term
nature. It is assumed that their carrying value approximates fair value.
9
<PAGE>
<TABLE>
<CAPTION>
5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)
AIM LIFETIME PLUS CONTRACTS
Unit activity during 1998:
-----------------------------------------------------
Units Accumulation
Units Outstanding Units Units Outstanding Unit Value
December 31, 1997 Issued Redeemed December 31, 1998 December 31, 1998
----------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Investments in the AIM Variable
Insurance Funds, Inc. Portfolios:
Capital Appreciation 7,847,920 2,613,335 (1,690,834) 8,770,421 14.98
Diversified Income 1,950,083 1,213,518 (862,392) 2,301,209 12.04
Global Utilities 426,466 314,972 (110,627) 630,811 15.53
Government Securities 550,304 764,713 (402,431) 912,586 11.48
Growth Fund 4,030,090 2,032,317 (891,413) 5,170,994 18.95
Growth and Income 5,372,307 2,492,298 (929,360) 6,935,245 18.24
International Equity 3,666,828 892,357 (711,251) 3,847,934 14.34
Money Market 1,290,822 3,451,522 (3,353,000) 1,389,344 11.13
Value 7,292,756 3,189,509 (1,260,079) 9,222,186 17.64
High Yield -- 202,994 (32,315) 170,679 9.14
Balanced -- 284,860 (40,257) 244,603 11.19
Capital Development -- 216,621 (90,237) 126,384 9.16
Aggressive Growth -- 201,655 (38,118) 163,537 9.81
<FN>
Units relating to accrued contract maintenance charges are included in units redeemed.
</FN>
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)
AIM LIFETIME PLUS II CONTRACTS
Unit activity during 1998:
-----------------------------------------------------
Units Accumulation
Units Outstanding Units Units Outstanding Unit Value
December 31, 1997 Issued Redeemed December 31, 1998 December 31, 1998
----------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Investments in the AIM Variable
Insurance Funds, Inc. Portfolios:
Capital Appreciation -- 104,556 (7,169) 97,387 $ 11.04
Diversified Income -- 31,987 (252) 31,735 9.87
Global Utilities -- 28,502 (327) 28,175 10.80
Government Securities -- 62,478 (10,266) 52,212 10.71
Growth Fund -- 88,194 (10,680) 77,514 11.82
Growth and Income -- 122,758 (10,131) 112,627 11.68
International Equity -- 38,505 (3,526) 34,979 9.67
Money Market -- 109,219 (4,440) 104,779 10.22
Value -- 154,316 (14,370) 139,946 11.75
High Yield -- 68,105 (6,838) 61,267 9.10
Balanced -- 75,577 (8,262) 67,315 11.30
Capital Development -- 13,535 (822) 12,713 9.91
Aggressive Growth -- 50,605 (486) 50,119 10.56
<FN>
Units relating to accrued contract maintenance charges are included in units redeemed.
</FN>
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)
AIM LIFETIME PLUS II CONTRACTS WITH ENHANCED DEATH BENEFIT COMBINATION RIDER
Unit activity during 1998:
-----------------------------------------------------
Units Accumulation
Units Outstanding Units Units Outstanding Unit Value
December 31, 1997 Issued Redeemed December 31, 1998 December 31, 1998
----------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Investments in the AIM Variable
Insurance Funds, Inc. Portfolios:
Capital Appreciation -- 244,943 (21,389) 223,554 $ 11.02
Diversified Income -- 67,478 (27,471) 40,007 9.86
Global Utilities -- 21,697 (320) 21,377 10.79
Government Securities -- 40,982 (25,116) 15,866 10.69
Growth Fund -- 200,682 (18,494) 182,188 11.81
Growth and Income -- 283,343 (6,381) 276,962 11.67
International Equity -- 64,115 (601) 63,514 9.66
Money Market -- 165,469 (54,074) 111,395 10.21
Value -- 363,441 (12,488) 350,953 11.73
High Yield -- 114,937 (11,452) 103,485 9.09
Balanced -- 224,278 (2,790) 221,488 11.29
Capital Development -- 58,345 (3,299) 55,046 9.90
Aggressive Growth -- 58,361 (673) 57,688 10.55
<FN>
Units relating to accrued contract maintenance charges are included in units redeemed.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)
AIM LIFETIME PLUS II CONTRACTS WITH ENHANCED DEATH BENEFIT AND INCOME RIDER
Unit activity during 1998:
-----------------------------------------------------
Units Accumulation
Units Outstanding Units Units Outstanding Unit Value
December 31, 1997 Issued Redeemed December 31, 1998 December 31, 1998
----------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Investments in the AIM Variable
Insurance Funds, Inc. Portfolios:
Capital Appreciation -- 218,410 (15,312) 203,098 $ 11.01
Diversified Income -- 34,119 (8,616) 25,503 9.85
Global Utilities -- 16,748 (6) 16,742 10.78
Government Securities -- 29,123 (159) 28,964 10.68
Growth Fund -- 246,165 (12,506) 233,659 11.80
Growth and Income -- 395,013 (10,707) 384,306 11.66
International Equity -- 64,321 (678) 63,643 9.65
Money Market -- 76,671 (15,190) 61,481 10.20
Value -- 412,323 (14,819) 397,504 11.72
High Yield -- 58,191 (2,846) 55,345 9.08
Balanced -- 166,336 (1,760) 164,576 11.27
Capital Development -- 42,596 (321) 42,275 9.89
Aggressive Growth -- 64,376 (1,199) 63,177 10.54
</TABLE>
Units relating to accrued contract maintenance charges are included in units
redeemed.
13
<PAGE>
PART C
OTHER INFORMATION
24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Glenbrook Life and Annuity Company Financial Statements are contained in Part B
of this Registration Statement. The Financial Statements of Glenbrook Life and
Annuity Company Separate Account A also are contained in Part B of this
Registration Statement.
(b) EXHIBITS
(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 (Previously filed in Post-Effective Amendment No. 1 to
this Registration Statement (File No. 033-62203) dated April 22, 1996.)
(2) Not Applicable
(3) Form of Underwriting Agreement (Previously filed in Pre-Effective Amendment
No. 1 to this Registration Statement (File No. 033-62203) dated November
22, 1996.)
(4) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract (Previously filed in the initial filing of this
Registration Statement (File No. 033-62203) dated August 28, 1995.)
(5) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract Application (Previously filed in the initial
filing to this Registration Statement (File No. 033-62203) dated August 28,
1995.)
(6)(a) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Glenbrook Life and Annuity Company (Incorporated herein
by reference to Depositor's Form 10-K Annual Report dated March 30, 1999.)
(6)(b) Amended and Restated By-laws of Glenbrook Life and Annuity Company
(Incorporated herein by reference to Depositor's Form 10-K Annual Report
dated March 30, 1999.)
(7) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company (Previously filed in Pre-Effective
Amendment No. 1 to this Registration Statement (File No. 033-62203) dated
November 22, 1995.)
(8) Participation Agreement with AIM Variable Insurance Funds (Previously filed
in Post- Effective Amendment No. 1 this Registration Statement (File No.
033-62203) dated April 22, 1996.)
(9)(a) Opinion and Consent of Counsel (Previously filed in the initial filing of
this Registration Statement (File No. 033-62203) dated August 28, 1995.)
(9)(b) Opinion and Consent of Counsel
(10)(a) Independent Auditors' Consent
(10)(b) Consent of Freedman, Levy, Kroll & Simonds
(11) Not applicable
(12) Not applicable
(13) Performance Data Calculations (Previously filed in Post-Effective Amendment
No. 2 to this Registration Statement (File No. 033-62203) dated April 1,
1997).
(14) Not applicable
(99)(a) Powers of Attorney (Previously filed in Post-Effective No. 2 to this
Registration Statement (File No. 033-62203), dated April 1, 1997.)
(99)(b) Power of Attorney for Thomas J. Wilson, II
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICE WITH
BUSINESS ADDRESS DEPOSITOR OF THE ACCOUNT
<S> <C>
Louis G. Lower, II Director, Chairman of the Board and Chief
Executive Officer
Thomas J. Wilson, II Director and Vice Chairman
Peter H. Heckman Director, President and Chief Operating Officer
Michael J. Velotta Director, Vice President, Secretary and
General Counsel
Sarah R. Donahue Director and Assistant Vice President
Brent H. Hamann Director
John R. Hunter Director
Kevin R. Slawin Director and Vice President
Timothy N. Vander Plas Director and Assistant Vice President
G. Craig Whitehead Director and Assistant Vice President
Casey J. Sylla Chief Investment Officer
Marla G. Friedman Vice President
A. Sales Miller Vice President-Operations
James P. Zils Treasurer
Keith A. Hauschildt Assistant Vice President and Controller
C. Nelson Strom Assistant Vice President and Corporate
Actuary
Kathleen A. Urbanowicz Assistant Vice President-Operations
Barry S. Paul Assistant Vice President
Robert N. Roeters Assistant Vice President
Joanne M. Derrig Assistant Secretary and Chief Compliance
Officer
Brenda D. Sneed Assistant Secretary and Assistant General
Counsel
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Gregory C. Sernett Assistant Secretary
Nancy M. Bufalino Assistant Treasurer
Patricia W. Wilson Assistant Treasurer
</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
Incorporated herein by reference to Annual Report on Form 10-K, filed by the
Allstate Corporation on March 28, 1999 (File No. 1-11840).
27. NUMBER OF CONTRACT OWNERS
As of April 13, 1999, there were 1,431 nonqualified contracts and 726 qualified
contracts.
28. INDEMNIFICATION
The by-laws of both Glenbrook Life and Annuity Company (Depositor) and Allstate
Life Financial Services, Inc. (Distributor), provide for the indemnification of
its Directors, Officers and Controlling Persons, against expenses, judgements,
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 out of 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 payment by the registrant of expenses incurred by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of is 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.
29. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter also acts as principal underwriter for
the following investment companies:
Glenbrook Life Multi-Manager Variable Account Glenbrook Life and
Annuity Company Variable Annuity Account Glenbrook Life Scudder
Variable Account (A) Glenbrook Life Variable Life Separate Account A
Glenbrook Life Variable Life Separate Account B Allstate Life Insurance
Company Separate Account A Allstate Life of New York Separate Account A
Glenbrook Life AIM Life Variable Separate Account A
(b) The directors and principal officers of the principal underwriter are:
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices
Address* of Each Such Person with Underwriter
- ---------------------------- ----------------------
<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
Brent H. Hamann Vice President
Andrea J. Schur Vice President
Terry R. Young 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 business address of the above-named individuals is 3100 Sanders
Road, Northbrook, Illinois.
(c) Compensation of Allstate Life Financial Services, Inc.
None.
30. LOCATION OF ACCOUNTS AND RECORDS
The Depositor, Glenbrook Life and Annuity Company, is located at 3100 Sanders
Road, Northbrook, Illinois 60062. The Distributor, Allstate Life Financial
Services, Inc., is located at 3100 Sanders Road, Northbrook, Illinois 60062.
Each company maintains those accounts and records required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
Registrant undertakes to file a post-effective amendment to the 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 toll-free number that an
applicant can call 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.
REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL
REVENUE CODE
Registrant 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.
REPRESENTATION REGARDING CONTRACT EXPENSES
Glenbrook Life and Annuity Company 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 and Annuity Company.
<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, has
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this amended Registration Statement and
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the Township of Northfield, State of Illinois, on the 27th day of April,
1999.
GLENBROOK LIFE AND ANNUITY COMPANY
SEPARATE ACCOUNT A
(REGISTRANT)
BY: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
(SEAL)
Attest: /s/Brenda D. Sneed By: /s/Michael J. Velotta
------------------ ---------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary and
and Assistant General Counsel 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 27th day of April, 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)
*/PETER H. HECKMAN President, Chief Operating Officer
Peter H. Heckman and Director
*/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
*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
Keith A. Hauschildt (Principal Accounting Officer)
*/MARLA G. FRIEDMAN Vice President
Marla G. Friedman
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed or
filed herewith.
<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
(10)(a) Independent Auditors' Consent
(10)(b) Consent of Freedman, Levy, Kroll & Simonds
(99) Power of Attorney for Thomas J. Wilson, II
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 Please direct reply to:
Vice President, Secretary Post Office Box 3005
and General Counsel Northbrook, Illinois 60065-3005
April 14, 1998
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. 033-62203, 811-07351
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, 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 28, 1998:
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,
- -------------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-50879 of Glenbrook Life and Annuity
Company Separate Account A of Glenbrook Life and Annuity Company on Form N-4 of
our report dated February 19, 1999, appearing in the Annual Report on Form 10-K
of Glenbrook Life and Annuity Company for the year ended December 31, 1998 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of such Registration Statement.
We also consent to the use of our report dated February 19, 1999, related to
Glenbrook Life and Annuity Company, and to the use of our report dated March 18,
1999, related to Glenbrook Life and Annuity Company Separate Account A, and to
the reference to us under the heading "Experts", which appear in the Statement
of Additional Information, which is part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
April 26, 1999
Freedman, Levy, Kroll & Simonds
CONSENT OF
FREEDMAN, LEVY, KROLL & SIMONDS
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus contained in Post-Effective Amendment No. 1 to the
Form N-4 Registration Statement of Glenbrook Life and Annuity Company Separate
Account A (File No. 333-50879).
/s/FREEDMAN, LEVY, KROLL & SIMONDS
Washington, D.C.
April 26, 1999
POWER OF ATTORNEY
WITH RESPECT TO
GLENBROOK LIFE AND ANNUITY COMPANY
Know all men by these presents that Thomas J. Wilson, II, whose signature
appears below, constitutes and appoints Louis G. Lower, II and Michael J.
Velotta, each acting individually, his attorney-in-fact, with power of
substitution and in any and all capacities, to sign any registration statements
and amendments thereto for the Glenbrook Life and Annuity Company and related
Contracts and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
April 23, 1999
Date
/s/Thomas J. Wilson, II
Thomas J. Wilson, II
Vice Chairman and Director
