As filed with the Securities and Exchange Commission on February 15, 2002
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FILE NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact Name of Registrant)
ARIZONA 35-111113325
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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:
JOSEPH P. RATH, ESQUIRE JOANNE DERRIG, ESQUIRE
BRICKER & ECKLER LLP ALFS, INC.
100 SOUTH THIRD STREET 3100 SANDERS ROAD
COLUMBUS, OH 43215 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/
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered (1) Aggregate Price Per Aggregate Offering Registration Fee (3)
Unit Price (1)
Deferred Annuity $75,000,000 (2) $75,000,000 $6,900
Contracts and
Participating
Interests Therein
(1) Estimated solely for purpose of determining the registration fee.
(2) The Contract does not provide for a predetermined amount or number of units.
(3) Of the $75,000,000 of units of interest of fixed account options under
deferred annuity contracts previously registered under Registration Statement
No. 333-41236, approximately $17,500,000 remain unsold and will be exhausted
prior to issuing any of the new interests registered herein. The fee for this
registration is being transmitted by separate wire.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
Explanatory Note
Registrant is filing this registration statement for the sole purpose of
registering additional Fixed Account interests under deferred annuity contracts
previously described in the prospectuses contained in Registrant's Form N-4
registration statement (File No.333-50879 and 033-62203) and Form S-3
registration statement (File No. 333-41236). Registrant incorporates herein by
reference those prospectuses, which remain unchanged.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of Glenbrook Life and Annuity Company ("Registrant") provide
that Registrant will indemnify its officers and directors for certain damages
and expenses that may be incurred in the performance of their duty to
Registrant. No indemnification is provided, however, when such person is
adjudged to be liable for negligence or misconduct in the performance of his or
her duty, unless indemnification is deemed appropriate by the court upon
application.
ITEM 16. EXHIBITS.
Exhibit No. Description
(1) Form of Underwriting Agreement (Incorporated herein by reference to
Post-Effective Amendment No. 1 to Registrant's Form S-1 Registration Statement
(File No. 033-62193) dated March 22, 1996.)
(2) None
(4)(a) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity (Lifetime Plus (SM) II) Contract and Application (Incorporated
herein by reference to the initial filing of Registrant's Registration Statement
(File No. 333-50873) dated April 23, 1998.)
(4)(b) Form of Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract and Application (Enhanced Choice) (Incorporated herein
by reference to Registrant's Form N-4/A Registration Statement(File No.
333-34359) dated June 6, 2000.)
(5) Opinion and Consent of General Counsel re: Legality filed herewith
(8) None
(11) None
(12) None
(15) None
(23)(a) Independent Auditors' Consent filed herewith
(23)(b) Consent of Bricker & Eckler LLP filed herewith
(24) (a) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta, Kevin
R. Slawin, Margaret G. Dyer, Marla G. Friedman, John C. Lounds, J. Kevin
McCarthy, and Samuel H. Pilch (Incorporated herein by reference to Registrant's
Form S-3 Registration Statement (File No. 333-41236) dated July 12, 2000.)
(24) (b) Power of Attorney of Steven E. Shebik filed herewith
(25) None
(26) None
(27) Not applicable
(99) Form of Resolution of Board of Directors (Incorporated herein by reference
to Post-Effective Amendment No. 1 to Registrant's Form S-1 Registration
Statement (File No. 033-92842) dated April 9, 1996.)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; and provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant, Glenbrook Life and Annuity Company, pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, in the Township of Northfield, State of
Illinois on the day of February 15, 2002.
GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)
By: /s/MICHAEL J. VELOTTA
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Michael J. Velotta
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
day of February 15, 2002.
*/THOMAS J. WILSON, II President, Chief Executive Officer,
-------------------- and Director (Principal Executive Officer)
Thomas J. Wilson, II
/s/MICHAEL J. VELOTTA Vice President, Secretary,
----------------------- General Counsel, and Director
Michael J. Velotta
*/MARGARET G. DYER Director
-------------------------
Margaret G. Dyer
*/MARLA G. FRIEDMAN Vice President and Director
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Marla G. Friedman
*/JOHN C. LOUNDS Director
-------------------------
John C. Lounds
**/STEVEN E. SHEBIK Vice President and Director
-------------------------- (Principal Financial Officer)
Steven E. Shebik
*/J. KEVIN MCCARTHY Director
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J. Kevin McCarthy
*/SAMUEL H. PILCH Vice President and Controller
- --------------------------- (Principal Accounting Officer)
Samuel H. Pilch
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
**/ By Michael J. Velotta, pursuant to Power of Attorney filed herewith.
EXHIBIT LIST
The following exhibits are filed herewith:
Exhibit No. Description
(5) Opinion and Consent of General Counsel
(23)(a) Independent Auditor's Consent
(23)(a) Consent of Bricker & Eckler LLP
(24)(b) Power of Attorney of Steven E. Shebik