AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2001
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FILE NO. 333-52806
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 [X]
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact Name of Registrant)
ARIZONA 35-1113325
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847-402-2400
(Address and Phone Number of Principal Executive Office)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847-402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
RICHARD T. CHOI, ESQUIRE JOANNE M. DERRIG, ESQUIRE
FOLEY & LARDNER ALFS, INC.
3000 K STREET, N.W., SUITE 500 3100 SANDERS ROAD
WASHINGTON, DC 20007 NORTHBROOK, IL 60062
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /x/
EXPLANATORY NOTE
Registrant is filing this pre-effective Amendment ("Amendment") for the sole
purpose of amending the registration statement to correct a typographical error
in the previously filed consent of independent auditors. The Amendment is not
intended to amend or delete any part of the registration statement, except as
specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Part II is hereby amended to include the following exhibit:
ITEM (23)(a) Independent Auditors' Consent
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this amended registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Northfield, State of Illinois on the 7th day of March, 2001.
GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
By: /s/MICHAEL J. VELOTTA
----------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities indicated and on the 7th day of March, 2001.
*/THOMAS J. WILSON, II President, Chief Operating Officer
- ----------------------- and Director, (Principal Executive Officer)
Thomas J. Wilson, II
/s/MICHAEL J. VELOTTA Vice President, Secretary,
- ----------------------- General Counsel and Director
Michael J. Velotta
*/KEVIN R. SLAWIN Vice President
- ----------------------- (Principal Financial Officer)
Kevin R. Slawin
*/MARGARET G. DYER Director
- -----------------------
Margaret G. Dyer
*/MARLA G. FRIEDMAN Vice President and Director
- ----------------------
Marla G. Friedman
*/JOHN C. LOUNDS Director
- -----------------------
John C. Lounds
*/STEVEN C. VERNEY Director
- ----------------------
Steven C. Verney
*/J. KEVIN MCCARTHY Director
- ----------------------
J. Kevin McCarthy
*/CASEY J. SYLLA Chief Investment Officer and Director
- -----------------------
Casey J. Sylla
*/SAMUEL H. PILCH Controller
- ---------------------- (Principal Accounting Officer)
Samuel H. Pilch
*/By Michael J. Velotta, pursuant to Power of Attorney previously filed.
EXHIBIT LIST
The following exhibit is filed herewith:
Exhibit No. Description
ITEM (23)(a) Independent Auditors' Consent