UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-52806
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 35-1113325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices)(Zip Code)
847/402-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No
Indicate the number of shares of each of the issuer's classes of common
stock, as of July 31, 2001; there were 5,000 shares of common capital stock
outstanding, par value $500 per share all of which shares are held by Allstate
Life Insurance Company.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Operations for the Three Month and
Six Month Periods Ended June 30, 2001 and
2000 (unaudited)................................................ 3
Statements of Financial Position as of
June 30, 2001(unaudited) and December 31, 2000.................. 4
Statements of Cash Flows for the
Six Month Periods Ended June 30, 2001 and
2000 (unaudited)................................................ 5
Notes to Financial Statements (unaudited)....................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................13
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS*........................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................13
SIGNATURE PAGE ..............................................................15
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------------------- ---------------------------------------------
------------------------------------------- ---------------------------------------------
(in thousands) 2001 2000 2001 2000
------------------- ------------------ ------------------- -------------------
------------------- ------------------ ------------------- -------------------
(Unaudited) (Unaudited)
Revenues
Net investment income $ 2,658 $ 2,700 $ 5,394 $ 5,255
Realized capital gains and losses - 24 (46) 90
Administration fees 28 - 57 -
----------------- ---------------- ---------------- -----------------
2,686 2,724 5,405 5,345
----------------- ---------------- ---------------- -----------------
Costs and expenses
Adminstration expenses 22 - 43 -
----------------- ---------------- ---------------- -----------------
Income from operations
before income tax expense 2,664 2,724 5,362 5,345
Income tax expense 930 952 1,873 1,868
----------------- ---------------- ---------------- -----------------
Net income $ 1,734 $ 1,772 $ 3,489 $ 3,477
================= ================ ================ =================
See notes to financial statements.
3
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
June 30, December 31,
2001 2000
------------------ ------------------
------------------ ------------------
(in thousands, except par value data) (Unaudited)
Assets
Investments
Fixed income securities, at fair value
(amortized cost $155,297 and $139,819 ) $ 159,923 $ 144,127
Short-term 3,381 3,085
----------------- -----------------
Total investments 163,304 147,212
Cash - 13,500
Reinsurance recoverable from
Allstate Life Insurance Company 5,094,525 4,702,940
Other assets 3,592 3,391
Separate Accounts 1,640,148 1,740,328
----------------- -----------------
Total assets $ 6,901,569 $ 6,607,371
================= =================
Liabilities
Reserve for life-contingent contract benefits $ 7,004 $ 6,094
Contractholder funds 5,087,521 4,696,846
Current income taxes payable 5,562 3,729
Deferred income taxes 1,994 1,842
Payable to affiliates, net 2,213 5,101
Separate Accounts 1,640,148 1,740,328
----------------- -----------------
Total liabilities 6,744,442 6,453,940
----------------- -----------------
Commitments and Contingent Liabilities (Note 5)
Shareholder's equity
Common stock, $500 par value, 10,000 shares
authorized, 5,000 issued and outstanding 2,500 2,500
Additional capital paid-in 119,241 119,241
Retained income 32,379 28,890
Accumulated other comprehensive income:
Unrealized net capital gains 3,007 2,800
----------------- -----------------
Total accumulated other comprehensive income 3,007 2,800
----------------- -----------------
Total shareholder's equity 157,127 153,431
----------------- -----------------
Total liabilities and shareholder's equity $ 6,901,569 $ 6,607,371
================= =================
See notes to financial statements.
4
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
---------------------------------------------
---------------------------------------------
(in thousands) 2001 2000
------------------- -------------------
------------------- -------------------
(Unaudited)
Cash flows from operating activities
Net income $ 3,489 $ 3,477
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization and other non-cash items (44) (373)
Realized capital gains and losses 46 (90)
Changes in:
Income taxes payable 1,873 1,868
Other operating assets and liabilities (3,109) (776)
------------------ ------------------
Net cash provided by operating activities 2,255 4,106
------------------ ------------------
Cash flows from investing activities
Fixed income securities
Proceeds from sales 1,251 6,227
Investment collections 4,433 1,178
Investment purchases (21,143) (61,762)
Change in short-term investments, net (296) 50,281
------------------ ------------------
Net cash used in investing activities (15,755) (4,076)
------------------ ------------------
Net (decrease) increase in cash (13,500) 30
Cash at beginning of period 13,500 9
------------------ ------------------
Cash at end of period $ - $ 39
================== ==================
See notes to financial statements.
5
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of
Glenbrook Life and Annuity Company (the "Company"), a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly
owned by Allstate Insurance Company ("AIC"), a wholly owned subsidiary of
The Allstate Corporation (the "Corporation").
The financial statements and notes as of June 30, 2001, and for the
three month and six month periods ended June 30, 2001 and 2000, are
unaudited. The financial statements reflect all adjustments (consisting
only of normal recurring accruals) which are, in the opinion of management,
necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods. The financial statements
and notes should be read in conjunction with the financial statements and
notes thereto included in the Glenbrook Life and Annuity Company Annual
Report on Form 10-K for 2000. The results of operations for the interim
periods should not be considered indicative of results to be expected for
the full year.
2. Reinsurance
The Company has reinsurance agreements whereby all contract charges,
credited interest, policy benefits and certain expenses are ceded to ALIC
and reflected net of such reinsurance in the statements of operations.
Reinsurance recoverable and the related reserve for life-contingent
contract benefits and contractholder funds are reported separately in the
statements of financial position. The Company continues to have primary
liability as the direct insurer for risks reinsured.
Investment income earned on the assets which support contractholder
funds and the reserve for life-contingent contract benefits is not included
in the Company's financial statements as those assets are owned and managed
under the terms of reinsurance agreements. The following table summarizes
amounts which were ceded to ALIC under reinsurance agreements.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------------- ------------------------------------
(in thousands) 2001 2000 2001 2000
-------------------- ----------------- ------------------ -----------------
Contract charges $ 7,828 $ 9,659 $ 16,443 $ 18,533
Credited interest, policy benefits
and certain expenses 104,023 86,431 196,026 170,003
6
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Comprehensive Income
The components of other comprehensive income on a pretax and after-tax
basis are as follows:
Three months ended June 30,
-----------------------------------------------------------------------------
(in thousands) 2001 2000
------------------------------------ ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
Unrealized capital gains and
losses:
Unrealized holding gains (losses)
arising during the period $ (1,827) $ 639 $ (1,188) $ (19) $ 7 $ (12)
Less: reclassification
adjustments - - - (14) 5 (9)
--------- ------- ---------- -------- -------- ----------
Unrealized net capital gains (losses) (1,827) 639 (1,188) (5) 2 (3)
--------- ------- ---------- -------- -------- ----------
Other comprehensive income (loss) $ (1,827) $ 639 (1,188) $ (5) $ 2 (3)
========= ======= ======== ========
Net income 1,734 1,772
---------- ----------
Comprehensive income $ 546 $ 1,769
========== ==========
Six months ended June 30,
-------------------------------------------------------------------------------
(in thousands) 2001 2000
-------------------------------------- -------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
Unrealized capital gains and
losses:
Unrealized holding gains (losses)
arising during the period $ (272) $ (95) $ 177 $ 642 $ (225) $ 417
Less: reclassification
adjustments (46) 16 (30) (14) 5 (9)
--------- -------- --------- ---------- --------- ---------
Unrealized net capital gains (losses) 318 (111) 207 656 (230) 426
--------- -------- --------- ---------- --------- ---------
Other comprehensive income (loss) $ 318 $ (111) 207 $ 656 $ (230) 426
========= ======== ========== =========
Net income 3,489 3,477
--------- ---------
Comprehensive income $ 3,696 $ 3,903
========= =========
7
4. Third Party Administration Agreement
On July 18, 2000, the Company entered into an administrative services
agreement with American Maturity Life Insurance Company ("American Maturity") to
administer certain blocks of annuities that American Maturity reinsures to ALIC.
Pursuant to the terms of the agreement, the Company is to provide insurance
contract administration and financial services, for all contracts covered under
the reinsurance agreement. The administrative services agreement can be
terminated by either the Company or American Maturity upon mutual consent or as
otherwise provided for in the terms of the agreement. During the three month and
six month periods ended June 30, 2001, the Company earned administration fees of
$28 thousand and $57 thousand and incurred $22 thousand and $43 thousand in
related expenses.
5. Regulation and Legal Proceedings
The Company's business is subject to the effects of a changing social,
economic and regulatory environment. Recent state and federal 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 the overall expansion of regulation.
The ultimate changes and eventual effects, if any, of these initiatives are
uncertain.
In the normal course of its business, the Company is involved from time to
time in pending and threatened litigation and regulatory actions in which claims
for monetary damages are asserted. Regulatory actions include, but are not
limited to, market conduct and compliance issues. At this time, based on the
present status of such litigation and regulatory actions, it is in the opinion
of management that the ultimate liability, if any, in one or more of these
matters in excess of amounts currently reserved is not expected to have a
material adverse effect on the results of operations, liquidity or financial
position of the Company.
8
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND SIX
MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
The following discussion highlights significant factors influencing results
of operations and changes in financial position of Glenbrook Life and Annuity
Company (the "Company"). It should be read in conjunction with the financial
statements and related notes thereto found under Part I Item 1 contained herein
and with the discussion, analysis, financial statements and notes thereto in
Part I Item 1 and Part II Items 7 and 8 of the Glenbrook Life and Annuity
Company Annual Report on Form 10-K for the year ended December 31, 2000.
OVERVIEW
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is a wholly owned subsidiary of Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"), markets savings and life insurance products through banks and
securities firms. Savings products include deferred annuities and immediate
annuities without life contingencies. Deferred annuities include fixed rate,
market value adjusted, indexed and variable annuities. Life insurance consists
of interest-sensitive life and variable life insurance.
The Company has identified itself as a single segment entity.
The assets and liabilities related to variable annuity and variable life
contracts are legally segregated and reflected as Separate Accounts. The assets
of the Separate Accounts are carried at fair value. Separate Accounts
liabilities represent the contractholders' claim to the related assets and are
carried at the fair value of the assets. In the event that the asset value of
certain contractholder accounts are projected to be below the value guaranteed
by the Company, a liability is established through a charge to earnings.
Investment income and realized capital gains and losses of the Separate Accounts
accrue directly to the contractholders and therefore, are not included in the
Company's statements of operations.
RESULTS OF OPERATIONS
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ------------------------------
2001 2000 2001 2000
------------- --------------- --------------- --------------
Net investment income $ 2,658 $ 2,700 $ 5,394 $ 5,255
Realized capital gains and losses - 24 (46) 90
Administration fees 28 - 57 -
Administration expenses 22 - 43 -
Income tax expense 930 952 1,873 1,868
------------ ---------- ---------- ----------
Net income $ 1,734 $ 1,772 $ 3,489 $ 3,477
============ ========== ========== ==========
The Company has reinsurance agreements under which all contract and policy
related transactions are transferred to ALIC. The Company's results of
operations include Net investment income and Realized capital gains and losses
earned on the assets of the Company that are not transferred under the
reinsurance agreements. Also included in the results of operations are
Administration fees earned and expenses incurred from third party administration
agreement, as described in Note 4.
9
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND SIX
MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
Net income for the second quarter and for the six months ended June 30,
2001 were comparable to the same periods last year. Net investment income for
the second quarter was comparable to the same period last year. Net investment
income increased 2.7% for the six months ended June 30, 2001 attributable to
higher investment balances. Investments at June 30, 2001, excluding unrealized
gains and losses on fixed income securities, grew 4.5% from same period last
year.
There were no realized capital gains or losses for the second quarter of
2001 compared to realized capital gains, after-tax, of $16 thousand for the same
period last year. Realized capital losses, after-tax, were $30 thousand for the
six months ended June 30, 2001 compared to realized capital gains, after-tax, of
$59 thousand for the same period last year. Period to period fluctuations in
realized capital gains and losses are largely the result of the timing of sales
decisions reflecting management's view of individual securities and overall
market conditions.
FINANCIAL POSITION
(in thousands)
June 30,
2001
-----------------
Fixed income securities (1) $ 159,923
Short-term 3,381
-----------------
Total investments $ 163,304
=================
Reinsurance recoverable from ALIC $ 5,094,525
=================
Separate Accounts assets and liabilities $ 1,640,148
=================
Contractholder funds $ 5,087,521
=================
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $155,297 at June 30, 2001.
Total investments were $163.3 million at June 30, 2001 compared to $147.2
million at December 31, 2000. The increase was due to investment of cash on hand
and increased unrealized net capital gains on fixed income securities.
Investments at June 30, 2001, excluding unrealized gains on fixed income
securities, grew 11.0% from December 31, 2000.
At June 30, 2001, substantially all the Company's fixed income securities
portfolio is rated investment grade, which is defined by the Company as a
security having a National Association of Insurance Commissioners ("NAIC")
rating of 1 or 2, a Moody's rating of Aaa, Aa, A or Baa, or a comparable Company
internal rating.
During the six months ended June 30, 2001, reserve for life-contingent
contract benefits, contractholder funds and amounts recoverable from ALIC
increased $910 thousand, $390.7 million and $391.6 million, respectively. The
increase resulted from sales of the Company's fixed rate annuity contracts,
partially offset by surrenders and withdrawals on fixed rate annuity contracts.
Reinsurance recoverable from ALIC relates to contract benefit obligations ceded
to ALIC.
Separate Accounts assets and liabilities decreased 5.8% to $1.64 billion at
June 30, 2001. The decrease was driven by unrealized losses in the Separate
Accounts investment portfolios and surrenders and withdrawals, that were
partially offset by sales of variable annuity contracts and transfers from the
fixed account contract option to variable Separate Accounts funds.
10
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND SIX
MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
CAPITAL RESOURCES AND LIQUIDITY
Under the terms of reinsurance agreements, substantially all deposits,
excluding those relating to Separate Accounts, are transferred to ALIC, which
maintains the investment portfolios supporting the Company's products.
Substantially all payments of policyholder claims, benefits, contract
maturities, contract surrenders and withdrawals and certain operating costs are
also reimbursed by ALIC, under the terms of the reinsurance agreements. The
Company continues to have primary liability as a direct insurer for risks
reinsured. The Company's ability to meet liquidity demands is dependent on
ALIC's ability to meet those demands. ALIC's claims-paying ability was rated
Aa2, AA+ and A+ by Moody's, Standard and Poor's and A.M. Best, respectively, at
June 30, 2001.
The primary sources for the remainder of the Company's funds are the
collection of principal and interest from the investment portfolio and capital
contributions from ALIC. The primary uses for the remainder of the Company's
funds are to purchase investments, pay costs associated with the maintenance of
the Company's investment portfolio and to pay shareholder dividends.
At June 30, 2001, the Moody's, Standard and Poor's and A.M. Best
claims-paying ratings for the Company were Aa2, AA+ and A+, respectively.
FORWARD-LOOKING STATMENTS
This document contains "forward-looking statements" that anticipate results
based on management's plans that are subject to uncertainty. These statements
are made subject to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like "plans," "expects,"
"will," "anticipates," "estimates," "intends," "believes," "likely" and other
words with similar meanings. These statements may address, among other things,
the Company's strategy for growth, product development, regulatory approvals,
market position, expenses, financial results and reserves. Forward-looking
statements are based on management's current expectations of future events. The
Company cannot guarantee that any forward-looking statement will be accurate.
However, management believes that our forward-looking statements are based on
reasonable, current expectations and assumptions. We assume no obligation to
update any forward-looking statements as a result of new information or future
events or developments.
If the expectations or assumptions underlying the forward-looking
statements prove inaccurate or if risks or uncertainties arise, actual results
could differ materially from those communicated in these forward-looking
statements. In addition to the normal risks of business, the Company is subject
to significant risk factors, including those listed below which apply to it as
an insurance business.
o Changes in market interest rates can have adverse effects on the Company's
investment portfolio, investment income, product sales and results of
operations. Increasing market interest rates have an adverse impact on the
value of the investment portfolio, for example, by decreasing unrealized
capital gains on fixed income securities. Declining market interest rates
could have an adverse impact on the Company's investment income as the
Company reinvests proceeds from positive cash flows from operations and
from maturing and called investments into new investments that could be
yielding less than the portfolio's average rate. Changes in market rates of
interest as compared to rates offered on some of the Company's products
could make those products less attractive if competitive investment margins
are not maintained. This could lead to lower sales and/or changes in the
level of surrenders on these products. The Company seeks to limit its
exposure in this area by offering a diverse group of products, periodically
reviewing and revising crediting rates and providing surrender charges in
the event of early withdrawal.
11
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND SIX
MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
o The impact of decreasing Separate Accounts balances as a result of
fluctuating market conditions could cause contract charges ceded by the
Company to decrease.
o In order to manage interest rate risk, from time to time the effective
duration of the assets of the investment portfolio is adjusted. Those
adjustments may have an impact on the value of the investment portfolio and
on investment income.
o Management believes the reserves for life-contingent contract benefits are
adequate to cover ultimate policy benefits, despite the underlying risks
and uncertainties associated with their determination when payments will
not occur until well into the future. The Company periodically reviews and
revises its estimates. If future experience differs from assumptions, it
may have a material impact on results of operations.
o Deferred annuities and interest-sensitive life insurance products receive
favorable policyholder taxation under current tax laws and regulations. Any
legislative or regulatory changes that adversely alter this treatment are
likely to negatively affect the demand for these products. Additionally,
the demand for life insurance products which are used to address a
customer's estate planning needs may be impacted to the extent any
legislative changes to the current estate tax laws occur.
o The Company distributes some of its products under agreements with other
members of the financial services industry that are not affiliated with the
Company. Termination of one or more of these agreements due to changes in
control or other factors of any of these entities could have a detrimental
effect on the Company's sales. This risk may be exacerbated by the
enactment of the Gramm-Leach-Bliley Act of 1999, which eliminated many
federal and state law barriers to affiliations among banks, securities
firms, insurers and other financial service providers.
o Financial strength ratings have become an increasingly important factor in
establishing the competitive position of insurance companies and,
generally, may be expected to have an effect on an insurance company's
sales. On an ongoing basis, rating agencies review the financial
performance and condition of insurers. A downgrade, while not expected,
could have a material adverse effect on the Company's business, financial
condition and results of operations.
o State insurance regulatory authorities require insurance companies to
maintain specified levels of statutory capital and surplus. In addition,
competitive pressures require the Company to maintain financial strength
ratings. These restrictions affect the Company's ability to pay shareholder
dividends and use its capital in other ways.
o A number of enacted and pending legislative measures could lead to
increased consolidation and increased competition in the financial services
industry.
o At the federal level, these measures include the Gramm-Leach-Bliley
Act of 1999, which eliminated many federal and state law barriers to
affiliations among banks, securities firms, insurers and other
financial service providers.
o At the state level, these measures include legislation to permit
mutual insurance companies to convert to a hybrid structure known as a
mutual holding company, thereby allowing insurance companies owned by
their policyholders to become stock insurance companies owned (through
one or more intermediate holding companies) partially by their
policyholders and partially by stockholders. Also, several large
mutual life insurers have used or are expected to use existing state
laws and regulations governing the conversion of mutual insurance
companies into stock insurance companies (demutualization).
o In addition, state insurance regulators are reexamining the regulatory
framework that currently governs the United States insurance business.
They are engaged in an effort to determine the proper role of the
state insurance regulation in the United States financial services
industry following the enactment of the Graham-Leach-Bliley Act. The
Company cannot predict whether any state or federal measures will be
adopted to change the nature or scope of the regulation of the
insurance business or what effect any such measures would have on the
Company.
12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its Board of Directors know of no material legal
proceedings pending to which the Company is a party or which would
materially affect the Company. The Company is involved in pending and
threatened litigation in the normal course of its business in which claims
for monetary damages are asserted. Management, after consultation with
legal counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
(2) None
(3)(i) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Glenbrook Life and Annuity Company (Incorporated herein
by reference to the Company's Form 10-K Annual Report for the year ended
December 31, 1998, dated March 30, 1999)
(3)(ii) Amended and Restated By-laws of Glenbrook Life and Annuity Company
(Incorporated herein by reference to the Company's Form 10-K Annual Report
for the year ended December 31, 1998, dated March 30, 1999)
(4) None
(10)(a) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company effective June 5, 1992 along with Amendment
No. 1 thereto, dated June 8, 1995 and Amendment No. 2 thereto, dated
November 3, 1995 (Incorporated herein by reference to the Company's Initial
filing of Form S-1 Registration Statement (File No. 333-67275)
(10)(b )Amendment No. 1 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated June 8, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(c) Amendment No. 2 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated November 3, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(d) Amendment No. 3 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated October 28, 1998
(10)(e) Modified Coinsurance Agreement between Glenbrook Life and Annuity
Company and Allstate Life Insurance Company, effective September 1, 1993
(10)(f) Amendment No. 1 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated June
28, 1995
(10)(g) Amendment No. 2 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated
November 3, 1995
(10)(h) Amendment No. 3 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated October
28, 1998
(11) Not Required
(15) None
(18) None
(19) None
13
(22) None
(23) Not required
(24) None
(b) Reports on 8-K
No reports on Form 8-K were filed during the second quarter of 2001.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 14th day of August, 2001.
GLENBROOK LIFE AND ANNUITY COMPANY
----------------------------------
(Registrant)
/s/ THOMAS J. WILSON, II PRESIDENT AND CHIEF EXECUTIVE OFFICER
- - ------------------------ (Authorized Officer of Registrant)
THOMAS J. WILSON, II
/s/ SAMUEL H. PILCH CONTROLLER
- - ------------------------ (Chief Accounting Officer)
SAMUEL H. PILCH
15