<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996
FILE NO.: 2-82511
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 21 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 18 /X/
------------------------
NORTHBROOK VARIABLE ANNUITY ACCOUNT
(EXACT NAME OF REGISTRANT)
NORTHBROOK LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
NORTHBROOK LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(847) 402-2400
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
COPIES TO:
GREGOR B. MCCURDY, ESQUIRE CHRISTINE A. EDWARDS, ESQUIRE
ROUTIER AND JOHNSON, P.C. DEAN WITTER REYNOLDS INC.
1700 K STREET, N.W., SUITE 1003 TWO WORLD TRADE CENTER
WASHINGTON, D.C. 20006 NEW YORK, NEW YORK 10048
------------------------
STATEMENT PURSUANT TO RULE 24F-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
hereby states that, pursuant to paragraph (b)(1), it filed its Rule 24f-2 Notice
for the fiscal year ending December 31, 1995 on February 28, 1996.
------------------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on December 31, 1996 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(i) 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.
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<PAGE>
CROSS REFERENCE SHEET
Showing Location in Part A (Prospectus) and Part B of Registration Statement of
Information Required by Form N-4
<TABLE>
<CAPTION>
ITEM OF
FORM N-4 PROSPECTUS CAPTION
- -------------------- ----------------------------------------------
<S> <C> <C> <C> <C>
1. Cover Page.......................................................... Cover Page
2. Definitions......................................................... Glossary
3. Synopsis............................................................ Introduction: Summary of Separate Account
Expenses
4. Condensed Financials................................................ --
(a) Chart.................................................... Condensed Financial Statements
(b) MM Yield................................................. Not Applicable
(c) Location of Others....................................... Financial Statements
5. General............................................................. --
(a) Depositor................................................ Northbrook Life Insurance Company
(b) Registrant............................................... The Variable Account
(c) Portfolio Company........................................ Dean Witter Variable Investment Series
(d) Fund Prospectus.......................................... Dean Witter Variable Investment Series
(e) Voting Rights............................................ Voting Rights
(f) Administrators........................................... Charges & Other Deductions -- Contract
Maintenance Charge
6. Deductions & Expenses............................................... Charges & Other Deductions
(a) General.................................................. Charges & Other Deductions
(b) Sales Load %............................................. Surrender Charge
(c) Special Purchase Plans................................... N/A
(d) Commissions.............................................. Sales Commission
(e) Expenses -- Registrant................................... Variable Account Expenses
(f) Fund Expenses............................................ Dean Witter Variable Investment Series
Expenses
(g) Organizational Expenses.................................. N/A
7. Contracts
(a) Persons with Rights...................................... The Contracts; Benefits; Income Payments;
Voting Rights; Assignments; Beneficiaries
Contract Owners
(b) (i) Allocation of Purchase Payments............... Allocation of Purchase Payments
(ii) Transfers..................................... Transfers
(iii) Exchanges..................................... N/A
(c) Changes.................................................. Modification
(d) Inquiries................................................ Customer Inquiries
8. Annuity Period...................................................... Income Payments
(a) Material Factors......................................... Amount of Variable Annuity Income Payments
(b) Dates.................................................... Income Starting Date
(c) Frequency, duration & level.............................. Amount of Variable Annuity Income Payments
(d) AIR...................................................... Amount of Variable Annuity Income Payments
(e) Minimum.................................................. Amount of Variable Annuity Income Payments
(f) -- Change Options........................................ Transfers
-- Transfer..............................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF
FORM N-4 PROSPECTUS CAPTION
- -------------------- ----------------------------------------------
<S> <C> <C> <C> <C>
9. Death Benefit....................................................... Death Benefits
10. Purchases & Contract Value
(a) Purchases................................................ Purchase of the Contract; Crediting of
Purchase Payments
(b) Valuation................................................ Value of Variable Account Accumulation Units
(c) Daily Calculation........................................ Value of Variable Account Accumulation Units;
Allocation of Purchase Payments
(d) Underwriter.............................................. Dean Witter Reynolds Inc.
11. Redemptions
(a) -- By Owners............................................. Surrender & Withdrawals
(b) -- By Annuitant.......................................... Annuity Options
(c) Texas ORP................................................ Not Applicable
(d) Lapse.................................................... Not Applicable
(e) Free Look................................................ Introduction
12. Taxes............................................................... Federal Tax Matters
13. Legal Proceedings................................................... N/A
14. SAI Contents........................................................ SAI Table of Contents
15. Cover Page.......................................................... Cover Page
16. Table of Contents................................................... Table of Contents
17. General Information & History
(a) Depositor's Name......................................... Northbrook Life Insurance Company
(b) Assets of Sub-Account.................................... The Variable Account
(c) Control of Depositor..................................... Northbrook Life Insurance Company
18. Services
(a) Fees & Expenses of Registrant............................ Contract Maintenance Charge
(b) Management Contracts..................................... Contract Maintenance Charge; Sales Commissions
(c) Custodian SAI: Safekeeping of the Variable Account's
Assets
Independent Public Accountant............................ SAI: Experts
(d) Assets of Registrant..................................... SAI: Safekeeping of the Variable Account
Assets
(e) Affiliated Persons....................................... N/A
(f) Principal Underwriter.................................... Dean Witter Reynolds Inc.
19. Purchase of Securities Being Offered
(a) Offering................................................. SAI: Purchase of Contracts
(b) Sales load............................................... SAI: Sales Commissions
20. Underwriters
(a) Principal Underwriter.................................... SAI: Dean Witter Reynolds Inc.
(b) Continuous offering...................................... SAI: Purchase of Contracts
(c) Commissions.............................................. SAI: Sales Commissions; Dean Witter Reynolds
Inc.
(d) Unaffiliated Underwriters................................ N/A
21. Calculation of Performance Data..................................... SAI: Performance Data
22. Annuity Payments.................................................... SAI; Income Payments
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF
FORM N-4 PROSPECTUS CAPTION
- -------------------- ----------------------------------------------
<S> <C> <C> <C> <C>
23. Financial Statements
(a) Financial Statements of Registrant....................... SAI; Northbrook Variable Annuity Account
Financial Statements
(b) Financial Statements of Depositor........................ SAI; Northbrook Life Insurance Company
Financial Statements
24a. Financial Statements................................................ Part C. Financial Statements
24b. Exhibits............................................................ Part C. Exhibits
25. Directors and Officers.............................................. Part C. Directors & Officers of Depositor
26. Persons Controlled By or Under Common Control
with Depositor or Registrant........................................ Part C. Persons Controlled by or Under Common
Control with Depositor or Registrant
27. Number of Contract Owners........................................... Part C. Number of Contract Owners
28. Indemnification..................................................... Part C. Indemnification
29a. Relationship of Principal Underwriter to Other
Investment Companies................................................ Part C. Relationship of Principal Underwriter
to Other Investment Companies
29b. Principal Underwriters.............................................. Part C. Principal Underwriters
29c. Compensation of Underwriter......................................... Part C. Compensation of Dean Witter
30. Location of Accounts and Records.................................... Part C. Location of Accounts and Records
31. Management Services................................................. Part C. Management Services
32. Undertakings........................................................ Part C. Undertakings
</TABLE>
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
OF
NORTHBROOK LIFE INSURANCE COMPANY
P.O. BOX 94040
PALATINE, ILLINOIS 60094-4040
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
DISTRIBUTED BY
DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
-------------------
This Prospectus describes the Flexible Premium Deferred Variable Annuity
Contract ("Contract") offered by Northbrook Life Insurance
Company ("Company"), a wholly owned subsidiary of Allstate Life Insurance
Company. Dean Witter Reynolds Inc. ("Dean Witter") is the principal underwriter
and distributor of the Contracts.
The Contract has the flexibility to allow you to shape an annuity to fit your
particular needs. It is primarily designed to aid you in long-term financial
planning and can be used for retirement planning regardless of whether the plan
qualifies for special federal income tax treatment.
This Prospectus is a concise statement of the relevant information about the
Northbrook Variable Annuity Account ("Variable Account") which you should know
before making a decision to purchase the Contract. This Prospectus generally
describes only the variable portion of the Contract. For a brief summary of the
fixed portion of the Contract, see "The Fixed Account" on page 17.
The Variable Account invests exclusively in shares of the Dean Witter Variable
Investment Series (the "Fund"), a mutual fund managed by Dean Witter
InterCapital Inc., a wholly owned subsidiary of Dean Witter, Discover & Co.
The Company has prepared and filed a Statement of Additional Information dated
December 31, 1996 with the U.S. Securities and Exchange Commission. If you wish
to receive the Statement of Additional Information, you may obtain a free copy
by calling or writing the Company at the address below. For your convenience, an
order form for the Statement of Additional Information may be found on page 23
of this Prospectus. Before ordering, you may wish to review the Table of
Contents of the Statement of Additional Information on page 22 of this
Prospectus. The Statement of Additional Information has been incorporated by
reference into this Prospectus.
NORTHBROOK LIFE INSURANCE COMPANY
P.O. BOX 94040
PALATINE, ILLINOIS 60094-4040
(800) 654-2397
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED
OR PRECEDED BY A CURRENT PROSPECTUS FOR THE
DEAN WITTER VARIABLE INVESTMENT SERIES
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE
THE DATE OF THIS PROSPECTUS IS DECEMBER 31, 1996.
<PAGE>
THE CONTRACTS ARE AVAILABLE IN ALL STATES (EXCEPT NEW YORK), PUERTO RICO AND THE
DISTRICT OF COLUMBIA.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
TABLE OF CONTENTS
Glossary.................................................... 3
Introduction................................................ 5
Summary of Separate Account Expenses........................ 7
Condensed Financial Information............................. 9
Performance Data............................................ 10
Financial Statements........................................ 10
Northbrook Life Insurance Company and the Variable
Account.................................................... 10
Northbrook Life Insurance Company......................... 10
Dean Witter Reynolds Inc.................................. 10
The Variable Account...................................... 11
The Dean Witter Variable Investment Series................ 11
The Contracts............................................... 12
Purchase of the Contracts................................. 12
Crediting of Purchase Payments............................ 12
Allocation of Purchase Payments........................... 13
Value of Variable Account Accumulation Units.............. 13
Transfers................................................. 13
Surrender and Withdrawals................................. 14
Default................................................... 14
Charges and Other Deductions................................ 14
Deductions from Purchase Payments......................... 14
Contract Maintenance Charge............................... 14
Mortality and Expense Risk Charge......................... 15
Surrender Charge.......................................... 15
Taxes..................................................... 15
Dean Witter Variable Investment Series Expenses........... 15
Benefits Under the Contract................................. 16
Death Benefits Prior to the Income Starting Date.......... 16
Death Benefits After the Income Starting Date............. 16
Income Payments............................................. 16
Income Starting Date...................................... 16
Amount of Variable Annuity Income Payments................ 16
Annuity Options........................................... 17
The Fixed Account........................................... 17
General Description....................................... 17
Transfers, Surrenders, and Withdrawals.................... 18
General Matters............................................. 18
Owner..................................................... 18
Beneficiary............................................... 18
Delay of Payments......................................... 19
Assignments............................................... 19
Modification.............................................. 19
Customer Inquiries........................................ 19
Federal Tax Matters......................................... 19
Introduction.............................................. 19
Taxation of Annuities in General.......................... 19
Tax Deferral............................................ 19
Non-Natural Owners...................................... 19
Diversification Requirements............................ 19
Investor Control........................................ 20
Taxation of Partial and Full Withdrawals................ 20
Taxation of Annuity Payments............................ 20
Taxation of Annuity Death Benefits...................... 20
Penalty Tax on Premature Distributions.................. 20
Aggregation of Annuity Contracts........................ 20
Tax Qualified Contracts................................... 20
Restrictions Under Section 403(b) Plans................. 20
Income Tax Withholding.................................... 21
Voting Rights............................................... 21
Sales Commission............................................ 21
Statement of Additional Information: Table of Contents...... 22
Order Form.................................................. 23
2
<PAGE>
GLOSSARY
- -----------------------------------------------------------
ACCUMULATION UNIT--An accounting unit used to calculate the Contract Value
in the Variable Account prior to the Income Starting Date. Each Sub-Account of
the Variable Account has its own distinct Accumulation Unit value.
AGE--Age on last birthday.
ANNUITANT--A person whose life determines the duration of annuity payments
involving life contingencies. "Annuitant" may include a Joint Annuitant, if
named prior to January 19, 1985.
ANNUITANT'S BENEFICIARY--The person(s) designated in the Contract who will
receive the Death Benefit when the Annuitant is not an Owner, the Owner is a
natural person, and the Annuitant dies prior to the Income Starting Date. An
irrevocable Annuitant's Beneficiary is an Annuitant's Beneficiary whose written
consent is required before you may change the Annuitant's Beneficiary, make the
Annuitant an Owner, or make an assignment.*
ANNUITY UNIT--An accounting unit used to calculate Variable Annuity
payments. Each Sub-Account has a distinct Annuity Unit value.
AUTOMATIC ADDITIONS--Additional Purchase Payments of $25 or more which are
made automatically from the Owner's bank account or Dean Witter Active
Assets-TM- Account.
AUTOMATIC INCOME--Partial withdrawals of $100 or more may be taken
automatically from the Contract Value and sent to the Owner or deposited in the
Owner's bank account or Dean Witter Active Assets-TM- Account or sent directly
to the Owner.
BENEFICIARY--The person to whom benefits will be paid upon the earlier of
the Owner's or Annuitant's death, including any contingent beneficiary. In the
event a Beneficiary is not named, the Company will treat the Contract Owner or
the estate of the Contract Owner as the Beneficiary. Under the revised Contract
(see footnote below), the Beneficiary may be either the Owner's Beneficiary or
the Annuitant's Beneficiary.*
COMPANY--The issuer of the Contract, Northbrook Life Insurance Company,
which is a wholly owned subsidiary of Allstate Life Insurance Company.
CONTINGENT ANNUITANT--The person who will become the Annuitant, if the
Annuitant and Joint Annuitant, if applicable, die prior to the Income Starting
Date. A Contingent Annuitant must be named prior to the death of the Annuitant
or the Income Starting Date, whichever occurs first.*
CONTINGENT OWNER--The person who will become Owner of the Contract upon the
death(s) of the Owner and any Joint Owner, so long as the Annuitant or Joint
Annuitant, if applicable, is still living.*
CONTRACT--The Flexible Premium Deferred Variable Annuity Contract known as
the "Dean Witter Variable Annuity," that is described in this prospectus (in
Oregon, Pennsylvania and Texas, the Contract is known as the "Northbrook
Variable Annuity").
CONTRACT ANNIVERSARY--An anniversary of the date that the Contract was
issued to the Contract Owner.*
CONTRACT VALUE--The sum of the value of all Accumulation Units for the
Variable Account plus the value in the Fixed Account.
CONTRACT YEAR--The year commencing on either the Issue Date or a Contract
Anniversary.
DATE OF DEATH--The Date that an Owner and/or Annuitant dies causing a Death
Benefit to be due.*
DEATH BENEFIT--The amount payable to the Beneficiary on the death of the
Annuitant (and Joint Annuitant, if named prior to January 19, 1985) so long as
no Contingent Annuitant is living, and so long as the death occurs on or before
the date the IRS Required Distribution must be made or the Income Starting Date,
whichever is earlier.
DOLLAR COST AVERAGING--A method to transfer $100 or more of the Contract
Value in the Money Market Sub-Account automatically to the other Sub-Accounts on
a monthly basis.
DUE PROOF OF DEATH--One of the following
(a) A copy of a certified death certificate.
(b) A copy of a certified decree of a court of competent jurisdiction as
to the finding of death.
(c) Any other proof satisfactory to the Company.
FIXED ACCOUNT--All of the assets of the Company that are not in separate
accounts.
3
<PAGE>
FIXED ANNUITY--An annuity with payments having a guaranteed amount.
FREE WITHDRAWAL AMOUNT--A portion of the Contract Value which may be
withdrawn without incurring a Surrender Charge, i.e., 10% of all Purchase
Payments made at least one year before the date of withdrawal.
FUND--The Dean Witter Variable Investment Series.
INCOME PAYMENTS--A series of periodic annuity payments made by the Company
to the Contract Owner or Beneficiary.
INCOME STARTING DATE--The date Income Payments are to begin under the
Contract.
INVESTMENT ALTERNATIVE--The Fixed Account and the thirteen Sub-Accounts of
the Variable Account constitute the fourteen Investment Alternatives.
JOINT ANNUITANT--The person, along with the Annuitant, whose life determines
the duration of annuity payments under a joint and last survivor annuity. If a
Joint Annuitant was named before January 19, 1985, the Joint Annuitant is the
person who will become the Annuitant if the Annuitant dies prior to the Income
Starting Date.
NET INVESTMENT FACTOR--The factor for a particular Sub-Account used to
determine the value of an Accumulation Unit and Annuity Unit in any Valuation
Period.
NON-QUALIFIED CONTRACTS--Contracts that do not qualify for special federal
income tax treatment.
OWNER--The person designated as the owner in the Contract or as subsequently
changed. If a Contract is jointly owned, rights and privileges under the
Contract must be exercised jointly by each Owner. If a Contract has been
absolutely assigned, the assignee is the Owner. A collateral assignee is not an
Owner.
OWNER'S BENEFICIARY--The person(s) designated in the Contract who, after the
death of all Owners, may elect to receive the Death Benefit or continue the
Contract as described in "Benefits Under the Contract" on page 16. An
irrevocable Owner's Beneficiary is an Owner's Beneficiary whose consent is
required before you may change the Owner's Beneficiary, add an Owner, or make an
assignment.*
PORTFOLIOS--The mutual fund portfolios of The Dean Witter Variable
Investment Series (formerly named Dean Witter Variable Annuity Investment
Series). The Dean Witter Variable Investment Series has thirteen separate
Portfolios: the Money Market Portfolio, the Quality Income Plus Portfolio, the
High Yield Portfolio, the Utilities Portfolio, the Income Builder Portfolio, the
Dividend Growth Portfolio, the Capital Growth Portfolio, the Global Dividend
Growth Portfolio, the European Growth Portfolio, the Pacific Growth Portfolio,
the Capital Appreciation Portfolio, the Equity Portfolio and the Strategist
Portfolio.
PURCHASE PAYMENTS--The premiums paid by the Owner to the Company.
QUALIFIED CONTRACTS--Contracts issued under plans that qualify for special
federal income tax treatment.
REQUIRED MINIMUM DISTRIBUTION--For Qualified Contracts, withdrawals equal to
the IRS Required Minimum Distribution may be taken from the Cash Value and sent
to the Owner or deposited in the Owner's bank account or Dean Witter Active
Assets-TM- Account.
SUB-ACCOUNT--A sub-division of the Variable Account. Each Sub-Account
invests exclusively in shares of a specified Portfolio.
SURRENDER CHARGE--The charge that may be assessed by the Company on full or
partial withdrawals of the Contract Value in excess of the Free Withdrawal
Amount.
VALUATION DATE--Each day that the New York Stock Exchange is open for
business, and any other day in which there is sufficient degree of trading in
the Variable Account's portfolio securities that the value of Accumulation or
Annuity Units might be materially affected by changes in the value of the
portfolio securities. The Valuation Date does not include such other Federal and
non-Federal holidays as are observed by the New York Stock Exchange.
VALUATION PERIOD--The period between successive Valuation Dates, commencing
at the close of business of each Valuation Date and ending at the close of
business of the next succeeding Valuation Date.
VARIABLE ACCOUNT--Northbrook Variable Annuity Account, a separate investment
account established by the Company to receive and invest the Purchase Payments
paid under the Contracts.
VARIABLE ANNUITY--An annuity with payments that have no predetermined or
guaranteed dollar amounts. The payments will vary in amounts depending upon the
investment experience of one or more of the Portfolios.
*The Company revised the Contract on March 1, 1990. These designations have been
modified in the revised Contract for clarification.
4
<PAGE>
INTRODUCTION
- -----------------------------------------------------------
1. WHAT IS THE PURPOSE OF THE CONTRACT?
The Contract seeks to allow you to accumulate funds and to receive Income
Payments which reflect changes in the cost of living before and after
retirement. THERE IS NO ASSURANCE THAT THIS GOAL WILL BE ACHIEVED. In attempting
to achieve this goal, the Owner can allocate Purchase Payments to one or more of
the Variable Account Portfolios.
Because Contract Values and Income Payments depend on the investment experience
of the selected Portfolios, the Owner bears the entire investment risk for
amounts allocated to the Variable Account. See "Value of Variable Account
Accumulation Units," pg. 13 and "Income Payments," pg. 16.
2. WHAT TYPES OF INVESTMENTS UNDERLIE THE VARIABLE ACCOUNT?
The Variable Account invests exclusively in shares of the Dean Witter
Variable Investment Series (the "Fund"), a mutual fund managed by Dean Witter
InterCapital Inc., a wholly owned subsidiary of Dean Witter Reynolds Inc. The
Fund has thirteen Portfolios: the Money Market Portfolio, the Quality Income
Plus Portfolio, the High Yield Portfolio, the Utilities Portfolio, the Income
Builder Portfolio, the Dividend Growth Portfolio, the Capital Growth Portfolio,
the Global Dividend Growth Portfolio, the European Growth Portfolio, the Pacific
Growth Portfolio, the Capital Appreciation Portfolio, the Equity Portfolio, and
the Strategist Portfolio. The assets of each Portfolio are held separately from
the other Portfolios and each has distinct investment objectives and policies
which are described in the accompanying Prospectus for the Fund.
3. HOW DO I PURCHASE A CONTRACT?
The Company has discontinued the offering of new Contracts. Additional
Purchase Payments to existing Contracts are accepted by the Company.
Automatic Additions allow you to systematically build toward your long-term
financial plan on a monthly basis by making subsequent Purchase Payments from
your bank account or your Dean Witter Active Assets-TM- Account. Subsequent
Purchase Payments must be $25 or more and may be made at any time prior to the
Income Starting Date.
The Company may limit the total Purchase Payments in any year to three times the
Purchase Payments made during the first Contract Year. See "Purchase of the
Contracts," pg. 12 and "Crediting of Purchase Payments," pg. 12.
4. HOW DO I ALLOCATE PURCHASE PAYMENTS?
On your application, you will allocate your Purchase Payment among the
Sub-Accounts and the Fixed Account. All allocations must be in whole percents
from 0% to 100% and must total 100%. Allocations may be changed by notifying the
Company in writing. See "Allocation of Purchase Payments," pg. 13.
5. CAN I TRANSFER AMOUNTS AMONG THE SUB-ACCOUNTS?
Transfers can be made among the thirteen Sub-Accounts and the Fixed Account
without charge. Transfers must be at least $100 or the entire amount in the
Investment Alternative whichever is less.
Dollar Cost Averaging automatically moves funds from the Money Market
Sub-Account on a monthly basis to other Sub-Accounts of your choice.
Certain transfers may be restricted. See "Transfers," pg. 13.
6. CAN I GET MY MONEY IF I NEED IT?
All or part of the Contract Value can be withdrawn before the earliest of
the Income Starting Date, the death of any Owner or the death of the last
surviving Annuitant. Partial withdrawals may also be taken automatically through
monthly Automatic Income withdrawals. See "Surrender and Withdrawals," pg. 14.
No Surrender Charges will be deducted from the first withdrawal in a Contract
Year on amounts up to the Free Withdrawal Amount. Amounts withdrawn in excess of
the Free Withdrawal Amount may be subject to a Surrender Charge of 0% to 6%
depending on how long the withdrawn Purchase Payments have been invested in the
Contract. THE COMPANY GUARANTEES THAT THE AGGREGATE SURRENDER CHARGES WILL NEVER
EXCEED 7% OF THE PURCHASE PAYMENTS.
5
<PAGE>
For Non-Qualified Contracts, i.e. Contracts not qualifying for special tax
treatment, a penalty tax may be imposed on withdrawals. Federal and state income
tax may be withheld from withdrawal and surrender amounts. Qualified Contracts
may also have certain restrictions and penalties on withdrawals. See "Surrender
and Withdrawals," pg. 14, and "Taxation of Annuities in General," pg. 19.
7. WHAT ARE THE CHARGES AND DEDUCTIONS UNDER THE CONTRACT?
To allow you to invest the entire Purchase Payment, the Company currently
does not deduct sales charges at the time of investment. Annually, however, the
Company deducts $30 for maintaining the Contract ("Contract Maintenance
Charge"). THIS AMOUNT IS GUARANTEED NOT TO INCREASE. See "Contract Maintenance
Charge," pg. 14, for how and when this charge is deducted.
The Company deducts a daily charge equal on an annual basis to 1.0% of the
Contract's daily net assets of the Variable Account and will reflect this charge
in the net interest rate credited to amounts in the Fixed Account allocable to
the Contracts in order to pay the Death Benefit and expenses not covered by the
Contract Maintenance Charge. See "Mortality and Expense Risk Charge," pg. 15.
Additional deductions may be made for certain taxes. Ordinarily, premium taxes
will be deducted when money is withdrawn from the Contract or when Income
Payments under an Annuity Option begin. The Company reserves the right to deduct
such taxes from Purchase Payments at the time such taxes are incurred.
Currently, no deductions are made for capital gains tax reserve.
8. WHAT ANNUITY OPTIONS ARE AVAILABLE UNDER THE CONTRACT?
The Owner may receive Income Payments on a completely variable basis, a
completely fixed basis, or a variable and fixed basis. The Owner has some
flexibility in choosing when Income Payments begin. Payments must begin by the
later of the month following the Annuitant's 85th birthday or the 10th Contract
Anniversary. See "Income Payments," pg. 16 and "Income Starting Date," pg. 16.
Three Annuity Options are listed in the Contract: (1) payments for life of the
Annuitant, but with 120 monthly payments guaranteed; (2) payments for a
specified period; and (3) payments for the life of the Annuitant and Joint
Annuitant. Other options may be available at the Company's discretion; however,
Surrender Charges may apply if Income Payments are made for a specified period
of less than 120 months. See "Annuity Options," pg. 17.
Federal tax law may limit the availability of Annuity Options.
9. DOES THE CONTRACT PAY ANY GUARANTEED DEATH BENEFITS?
Death benefits will be paid to the Beneficiary if the Owner(s) or the
Annuitant(s) (and no Contingent Annuitant is still living), die before the
Income Starting Date. The Death Benefit will be the greater of (1) the sum of
all Purchase Payment(s) less any amounts deducted in connection with partial
withdrawals, including any Surrender Charges, or (2) the Contract Value. Death
benefits after the Income Starting Date, if any, will depend on the Annuity
Option chosen.
The Beneficiary has 180 days from the date of death of the Owner(s) or the
Annuitant(s) to either elect an Annuity Option or to take a lump sum payment.
See "Benefits Under the Contract" pg. 16.
10. IS THERE A FREE-LOOK PROVISION?
Owners may cancel a Contract anytime within 10 days after receipt of the
Contract and receive a full refund of Purchase Payments allocated to the Fixed
Account. Unless a refund of Purchase Payments is required by State or Federal
law, Purchase Payments allocated to the Variable Account will be returned after
an adjustment to reflect investment gain or loss that occurred from the date of
allocation through the date of cancellation.
11. DOES THE CONTRACT OWNER HAVE ANY VOTING RIGHTS UNDER THE CONTRACT?
The Owner can instruct the Company how to vote shares of any eligible
Portfolio attributable to the Contract. See "Voting Rights," pg. 21.
* * *
This prospectus describes only the variable aspects of the Contract, except
where fixed aspects are specifically mentioned. See pg. 17 for a brief summary
of the Fixed Account.
6
<PAGE>
SUMMARY OF SEPARATE ACCOUNT EXPENSES
- -----------------------------------------------------------
The following fee table illustrates all expenses and fees that the Owners will
incur. The expenses and fees set forth in the table are based on charges under
the Contracts and on the expenses of the separate account and the underlying
Fund for the fiscal year ended December 31, 1995.
OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)
<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of Purchase Payments).............................. None
Contingent Deferred Sales Charge (as a percentage of amount surrendered)*
</TABLE>
<TABLE>
<CAPTION>
APPLICABLE SALES
CHARGE
ELAPSED TIME SINCE PURCHASE PAYMENT BEING WITHDRAWN WAS MADE PERCENTAGE
- -------------------------------------------------------------------------------------------------------------- ----------------
<S> <C>
Less than 1 year.............................................................................................. 6%
1 year, but less than 2 years................................................................................. 5%
2 years, but less than 3 years................................................................................ 4%
3 years, but less than 4 years................................................................................ 3%
4 years, but less than 5 years................................................................................ 2%
5 years, but less than 6 years................................................................................ 1%
6 years or more............................................................................................... 0%
</TABLE>
<TABLE>
<S> <C>
Exchange Fee........................................................................................ None
Annual Contract Fee................................................................................. $ 30
</TABLE>
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
<TABLE>
<S> <C>
Mortality and Expense Risk Charges:............................................................. 1%
Total Separate Account Annual Expenses:......................................................... 1%
</TABLE>
DEAN WITTER VARIABLE INVESTMENT SERIES ("FUND") EXPENSES
(AS A PERCENTAGE OF FUND AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
PORTFOLIO FEES EXPENSES ANNUAL EXPENSES
- ------------------------------------------------------------------------------ ------------- ------------ -----------------
<S> <C> <C> <C>
Money Market.................................................................. .50% .03% .53%
Quality Income Plus........................................................... .50%(1) .04% .54%
High Yield.................................................................... .50% .04% .54%
Utilities..................................................................... .65%(2) .03% .68%
Income Builder(5)............................................................. .75% .07% .82%
Dividend Growth............................................................... .59%(3) .02% .61%
Capital Growth................................................................ .65% .09% .74%
Global Dividend Growth........................................................ .75% .13% .88%
European Growth............................................................... 1.00% .17% 1.17%
Pacific Growth................................................................ 1.00% .44% 1.44%
Capital Appreciation(5)....................................................... .75% .07% .82%
Equity........................................................................ .50%(4) .04% .54%
Strategist.................................................................... .50% .02% .52%
</TABLE>
- ------------------------
* There are no Contingent Deferred Sales Charges on the first withdrawal of
each Contract Year on amounts up to the Free Withdrawal Amount.
(1) This percentage is applicable to Portfolio net assets of up to $500
million. For net assets which exceed $500 million, the management fee will
be 0.45%.
(2) This percentage is applicable to Portfolio net assets of up to $500
million. For net assets which exceed $500 million, the management fee will
be 0.55%.
(3) The management fee will be 0.625% for net assets of up to $500 million. For
net assets which exceed $500 million, but do not exceed $1 billion, the
management fee will be 0.50% and for net assets that exceed $1 billion, the
management fee will be 0.475%.
(4) This percentage is applicable to Portfolio net assets of up to $1 billion.
For net assets which exceed $1 billion, the management fee will be 0.475%.
(5) The Income Builder Portfolio and the Capital Appreciation Portfolio are
anticipated to commence operations on January 21, 1997. Dean Witter
InterCapital Inc. has undertaken to assume all expenses for both the Income
Builder Portfolio and the Capital Appreciation Portfolio until such time as
the pertinent Portfolio has $50 million of net assets or until six months
from the date of the Portfolio's commencement of operations, whichever
occurs first.
7
<PAGE>
EXAMPLE
You (the Owner) would pay the following expenses on a $1,000 investment,
assuming a 5% annual return under the following circumstances:
If you surrender your Contract at the end of the applicable time period (or if
you annuitize for a specified period of less than 120 months):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Money Market Sub-Account............................................... $ 63 $ 81 $ 99 $ 191
Quality Income Plus Sub-Account........................................ $ 63 $ 82 $ 99 $ 192
High Yield Sub-Account................................................. $ 63 $ 82 $ 99 $ 192
Utilities Sub-Account.................................................. $ 65 $ 86 $ 107 $ 208
Income Builder Sub-Account............................................. $ 66 $ 90 $ 114 $ 223
Dividend Growth Sub-Account............................................ $ 64 $ 84 $ 103 $ 200
Capital Growth Sub-Account............................................. $ 65 $ 88 $ 110 $ 214
Global Dividend Growth Sub-Account..................................... $ 67 $ 92 $ 117 $ 229
European Growth Sub-Account............................................ $ 69 $ 101 $ 132 $ 260
Pacific Growth Sub-Account............................................. $ 72 $ 109 $ 146 $ 288
Capital Appreciation Sub-Account....................................... $ 66 $ 90 $ 114 $ 223
Equity Sub-Account..................................................... $ 63 $ 82 $ 99 $ 192
Strategist Sub-Account................................................. $ 63 $ 81 $ 98 $ 190
</TABLE>
If you do not surrender your Contract or if you annuitize* for a specified
period of 120 months or more, at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Money Market Sub-Account............................................... $ 17 $ 51 $ 88 $ 191
Quality Income Plus Sub-Account........................................ $ 17 $ 52 $ 89 $ 192
High Yield Sub-Account................................................. $ 17 $ 52 $ 89 $ 192
Utilities Sub-Account.................................................. $ 18 $ 56 $ 96 $ 208
Income Builder Sub-Account............................................. $ 20 $ 60 $ 103 $ 223
Dividend Growth Sub-Account............................................ $ 17 $ 54 $ 92 $ 200
Capital Growth Sub-Account............................................. $ 19 $ 58 $ 99 $ 214
Global Dividend Growth Sub-Account..................................... $ 20 $ 62 $ 107 $ 229
European Growth Sub-Account............................................ $ 23 $ 71 $ 122 $ 260
Pacific Growth Sub-Account............................................. $ 26 $ 79 $ 136 $ 288
Capital Appreciation Sub-Account....................................... $ 20 $ 60 $ 103 $ 223
Equity Sub-Account..................................................... $ 17 $ 52 $ 89 $ 192
Strategist Sub-Account................................................. $ 16 $ 51 $ 88 $ 190
</TABLE>
The above example should not be considered a representation of past or future
expense or performance. Actual expenses of a Sub-Account may be greater or
lesser than those shown.
- ------------------------
* Early Withdrawal Charges may be deducted from the Cash Value before it is
applied to an income plan with a specified period of less than 120 months.
8
<PAGE>
CONDENSED FINANCIAL INFORMATION
- -----------------------------------------------------------
<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUES AND NUMBER
OF ACCUMULATION UNITS OUTSTANDING FOR
EACH SUB-ACCOUNT*
FOR THE PERIODS ENDING DECEMBER 31
---------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $11.430 $12.043 $12.669 $13.459 $14.532 $15.530 $16.260
Accumulation Unit Value, End of Period....... $12.043 $12.669 $13.459 $14.532 $15.530 $16.260 $16.651
Number of Units Outstanding, End of Period... 3,501,808 5,479,058 5,743,470 5,269,945 7,300,227 4,993,305 3,142,381
QUALITY INCOME PLUS SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- $10.000 $10.172 $10.828 $12.097 $12.798 $15.016
Accumulation Unit Value, End of Period....... -- $10.172 $10.828 $12.097 $12.798 $15.016 $16.096
Number of Units Outstanding, End of Period... -- 2,366,834 2,589,488 4,028,103 4,292,424 4,272,603 4,167,157
HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $14.019 $16.407 $15.745 $17.324 $14.993 $10.864 $17.064
Accumulation Unit Value, End of Period....... $16.407 $15.745 $17.324 $14.993 $10.864 $17.064 $20.008
Number of Units Outstanding, End of Period... 12,472,735 12,161,618 11,091,971 6,425,388 2,487,589 1,973,508 1,677,444
UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- $10.000 $10.365 $12.372
Accumulation Unit Value, End of Period....... -- -- -- -- $10.365 $12.372 $13.797
Number of Units Outstanding, End of Period... -- -- -- -- 3,364,215 3,655,014 3,883,303
INCOME BUILDER SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- -- --
Accumulation Unit Value, End of Period....... -- -- -- -- -- -- --
Number of Units Outstanding, End of Period... -- -- -- -- -- -- --
DIVIDEND GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- $10.000 $9.143 $11.564
Accumulation Unit Value, End of Period....... -- -- -- -- $9.143 $11.564 $12.383
Number of Units Outstanding, End of Period... -- -- -- -- 5,838,210 5,646,884 6,048,975
CAPITAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- $10.000 $12.735
Accumulation Unit Value, End of Period....... -- -- -- -- -- $12.735 $12.814
Number of Units Outstanding, End of Period... -- -- -- -- -- 468,488 681,326
GLOBAL DIVIDEND GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- -- --
Accumulation Unit Value, End of Period....... -- -- -- -- -- -- --
Number of Units Outstanding, End of Period... -- -- -- -- -- -- --
EUROPEAN GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- $10.000 $10.050
Accumulation Unit Value, End of Period....... -- -- -- -- -- $10.050 $10.347
Number of Units Outstanding, End of Period... -- -- -- -- -- 101,037 251,802
PACIFIC GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- -- --
Accumulation Unit Value, End of Period....... -- -- -- -- -- -- --
Number of Units Outstanding, End of Period... -- -- -- -- -- -- --
CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- -- -- -- -- --
Accumulation Unit Value, End of Period....... -- -- -- -- -- -- --
Number of Units Outstanding, End of Period... -- -- -- -- -- -- --
EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $13.511 $15.623 $14.510 $15.786 $18.580 $17.728 $27.916
Accumulation Unit Value, End of Period....... $15.623 $14.510 $15.786 $18.580 $17.728 $27.916 $27.681
Number of Units Outstanding, End of Period... 2,767,931 3,615,560 2,524,904 3,123,809 2,302,425 2,025,964 1,886,301
STRATEGIST SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- $10.000 $10.036 $11.211 $12.284 $12.351 $15.684
Accumulation Unit Value, End of Period....... -- $10.036 $11.211 $12.284 $12.351 $15.684 $16.651
Number of Units Outstanding, End of Period... -- 2,689,906 5,526,856 7,164,494 5,424,907 4,805,519 4,762,207
<CAPTION>
1993 1994 1995
--------- --------- ---------
<S> <C> <C> <C>
MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $16.651 $16.940 $17.411
Accumulation Unit Value, End of Period....... $16.940 $17.411 $18.215
Number of Units Outstanding, End of Period... 2,402,295 2,408,602 1,486,360
QUALITY INCOME PLUS SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $16.096 $18.010 $16.648
Accumulation Unit Value, End of Period....... $18.010 $16.648 $20.498
Number of Units Outstanding, End of Period... 3,998,449 2,779,045 2,159,205
HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $20.008 $24.609 $23.759
Accumulation Unit Value, End of Period....... $24.609 $23.759 $27.055
Number of Units Outstanding, End of Period... 1,537,549 1,202,135 906,011
UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $13.797 $15.804 $14.235
Accumulation Unit Value, End of Period....... $15.804 $14.235 $18.132
Number of Units Outstanding, End of Period... 3,932,991 2,814,866 2,298,190
INCOME BUILDER SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- --
Accumulation Unit Value, End of Period....... -- -- --
Number of Units Outstanding, End of Period... -- -- --
DIVIDEND GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $12.383 $14.019 $13,425
Accumulation Unit Value, End of Period....... $14.019 $13.425 $18.128
Number of Units Outstanding, End of Period... 5,878,916 5,229,279 4,402,940
CAPITAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $12.814 $11.799 $11.533
Accumulation Unit Value, End of Period....... $11.799 $11.533 $15.177
Number of Units Outstanding, End of Period... 457,147 321,342 256,312
GLOBAL DIVIDEND GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- $10.000 $9.942
Accumulation Unit Value, End of Period....... -- $9.942 $12.012
Number of Units Outstanding, End of Period... -- 951,857 852,851
EUROPEAN GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $10.347 $14.433 $15.484
Accumulation Unit Value, End of Period....... $14.433 $15.484 $19.299
Number of Units Outstanding, End of Period... 767,814 868.638 649,852
PACIFIC GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- $10.000 $9.248
Accumulation Unit Value, End of Period....... -- $9.248 $9.682
Number of Units Outstanding, End of Period... -- 644,451 608,464
CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... -- -- --
Accumulation Unit Value, End of Period....... -- -- --
Number of Units Outstanding, End of Period... -- -- --
EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $27.681 $32.807 $30.885
Accumulation Unit Value, End of Period....... $32.807 $30.885 $43.585
Number of Units Outstanding, End of Period... 1,800,750 1,652,850 1,314,532
STRATEGIST SUB-ACCOUNT
Accumulation Unit Value, Beginning of
Period...................................... $16.651 $18.199 $18.728
Accumulation Unit Value, End of Period....... $18.199 $18.728 $20.284
Number of Units Outstanding, End of Period... 4,409,391 3,994,684 2,708,051
</TABLE>
- ------------------------------
* The Money Market, High Yield and Equity Sub-Accounts commenced operations on
March 9, 1984. The Quality Income Plus and Strategist Sub-Accounts commenced
operations on March 1, 1987. The Utilities and Dividend Growth Sub-Accounts
commenced operations on March 1, 1990. The Capital Growth and European Growth
Sub-Accounts commenced operations on March 1, 1991. The Global Dividend
Growth and Pacific Growth Sub-Accounts commenced operations on February 23,
1994. The Income Builder and Capital Appreciation Sub-Accounts are
anticipated to commence operations on January 21, 1997 and are anticipated to
have Accumulation Unit Values initially set at $10.000. The Accumulation Unit
Value for each of these Sub-Accounts was initially set at $10.000. The
Accumulation Unit Values in this table reflect a Mortality and Expense Risk
Charge of 1%.
9
<PAGE>
PERFORMANCE DATA
- -----------------------------------------------------------
From time to time the Variable Account may publish advertisements containing
performance data relating to its Sub-Accounts. The performance data for the
Sub-Accounts (other than for the Money Market Sub-Account) will always be
accompanied by total return quotations for the most recent one, five or ten year
periods, or for a period from inception to date if the Sub-Account has not been
available for one of the prescribed periods. The total return quotations for
each period will be the average annual rates of return required for an initial
Purchase Payment of $1,000 to equal the amount Owners would receive on a
withdrawal of the Purchase Payment, after reflection of all recurring and
nonrecurring charges.
In addition, the Variable Account 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 may or may not reflect the deduction of
some or all of the charges which may be imposed on the Contracts by the Variable
Account which, if reflected, would reduce the performance quoted. The Variable
Account from time to time may also advertise the performance of the Sub-Accounts
relative to certain performance rankings and indexes compiled by independent
organizations.
Performance figures used by the Variable Account are based on actual historical
performance of its Sub-Accounts for specified periods, and the figures are not
intended to indicate future performance. More detailed information on the
computation is set forth in the Statement of Additional Information.
FINANCIAL STATEMENTS
- -----------------------------------------------------------
The financial statements of the Northbrook Variable Annuity Account and
Northbrook Life Insurance Company may be found in the Statement of Additional
Information, which is
incorporated by reference into this Prospectus and which is available upon
request. (See Order Form on pg. 23.)
NORTHBROOK LIFE INSURANCE COMPANY AND
THE VARIABLE ACCOUNT
- -----------------------------------------------------------
NORTHBROOK LIFE INSURANCE COMPANY
The Company is the issuer of the Contract. Incorporated in 1978 as a stock life
insurance company under the laws of Illinois, the Company sells annuities and
individual life insurance. The Company is currently licensed to operate in the
District of Columbia, all states (except New York) and Puerto Rico. The
Company's home office is located at 3100 Sanders Road, Northbrook, Illinois,
60062.
The Company is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), which is a stock life insurance company incorporated under
the laws of Illinois. Allstate Life is a wholly owned subsidiary of Allstate
Insurance Company ("Allstate"), which is a stock insurance company incorporated
under the laws of Illinois. With the exception of directors' qualifying shares,
all of the outstanding capital stock of Allstate is owned by The Allstate
Corporation ("Corporation"). In June 1995, Sears, Roebuck and Co. ("Sears")
distributed in a tax-free dividend to its stockholders its remaining 80.3%
ownership in the Corporation. As a result of the distribution, Sears no longer
has an ownership interest in the Corporation.
DEAN WITTER REYNOLDS INC.
Dean Witter Reynolds Inc. ("Dean Witter") is the principal underwriter of the
Contract. Dean Witter is a wholly owned subsidiary of Dean Witter, Discover &
Co. ("Dean Witter Discover"). Dean Witter is located at Two World Trade Center,
New York, New York, 10048. Dean Witter is a member of the New York Stock
Exchange and the National Association of Securities Dealers, Inc.
Dean Witter's wholly owned subsidiary, Dean Witter InterCapital Inc.
("InterCapital"), is the investment manager of the Dean Witter Variable
Investment Series. InterCapital is registered with
10
<PAGE>
the Securities and Exchange Commission as an investment adviser. As compensation
for investment management, the Fund pays InterCapital a monthly advisory fee.
These expenses are more fully described in the Fund's prospectus attached to
this prospectus.
In October, 1993, Allstate through Allstate Life and the Company, announced a
strategic alliance to develop, market and distribute proprietary annuity and
life insurance products through Dean Witter account executives.
THE VARIABLE ACCOUNT
Established on February 14, 1983, the Variable Account is a unit investment
trust registered with the Securities and Exchange Commission under the
Investment Company Act of 1940, but such registration does not signify that the
Commission supervises the management or investment practices or policies of the
Variable Account. The investment performance of the Variable Account is entirely
independent of both the investment performance of the Company's general account
and the performance of any other separate account.
The assets of the Variable Account are held separately from the other assets of
the Company. They are not chargeable with liabilities incurred in the Company's
other business operations. Accordingly, the income, capital gains and capital
losses, realized or unrealized, incurred on the assets of the Variable Account
are credited to or charged against the assets of the Variable Account, without
regard to the income, capital gains or capital losses arising out of any other
business the Company may conduct.
The Variable Account has been divided into thirteen Sub-Accounts, each of which
invests solely in its corresponding Portfolio of the Dean Witter Variable
Investment Series. Additional Sub-Accounts may be added at the discretion of the
Company.
THE DEAN WITTER VARIABLE INVESTMENT SERIES
The Variable Account will invest exclusively in the Dean Witter Variable
Investment Series (the "Fund"). Shares of the Fund are offered to separate
accounts of the Company which fund variable annuity and variable life contracts.
Shares of the Fund are also offered to separate accounts of a life insurance
company affiliated with the Company which fund variable annuity and variable
life contracts. Shares of the Fund may also be offered to separate accounts of
certain non-affiliated life insurance companies which fund variable life
insurance contracts. It is conceivable that in the future it may become
disadvantageous for both variable life and variable annuity contract separate
accounts to invest in the same underlying fund. Although neither the Company nor
the Fund currently foresees any such disadvantage, the Fund's Board of Trustees
intends to monitor events in order to identify any material irreconcilable
conflict between the interests of variable annuity contract owners and variable
life contract owners and to determine what action, if any, should be taken in
response thereto.
Investors in the High Yield Portfolio should carefully consider the relative
risks of investing in high yield securities, which are commonly known as junk
bonds. Bonds of this type are considered to be speculative with regard to the
payment of interest and return of principal. Investors in the High Yield
Portfolio should also be cognizant of the fact that such securities are not
generally made for short-term investing and should assess the risks associated
with an investment in the High Yield Portfolio.
Shares of the Portfolios of the Fund are not deposits, or obligations of, or
guaranteed or endorsed by any bank and the shares are not federally insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency.
The Fund has thirteen portfolios; the Money Market Portfolio, the Quality Income
Plus Portfolio, the High Yield Portfolio, the Utilities Portfolio, the Income
Builder Portfolio*, the Dividend Growth Portfolio, the Capital Growth Portfolio,
the Global Dividend Growth Portfolio, the European Growth Portfolio the Pacific
Growth Portfolio, the Capital Appreciation Portfolio*, the Equity Portfolio and
the Strategist Portfolio. Each Portfolio has different investment objectives and
policies and operates as a separate investment fund.
The Money Market Portfolio seeks high current income, preservation of capital,
and liquidity by investing in certain money market instruments, principally U.S.
government securities, bank obligations, and high grade commercial paper.
The Quality Income Plus Portfolio seeks, as its primary objective, to earn a
high level of current income and, as a secondary objective, capital
appreciation, but only when consistent with its primary objective, by investing
primarily in debt securities issued by the U.S. Government, its agencies and
instrumentalities, including zero coupon securities and in fixed-income
securities rated A or higher by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Corporation ("Standard & Poor's") or non-rated securities of
comparable quality, and by writing covered call and put options against such
securities.
The High Yield Portfolio seeks, as its primary objective, to earn a high level
of current income by investing in a professionally managed diversified portfolio
consisting principally of fixed-income securities rated Baa or lower by Moody's
or BBB or lower by Standard & Poor's or non-rated securities of comparable
quality which are commonly known as junk bonds, and, as a secondary objective,
capital appreciation when consistent with its primary objective.
The Utilities Portfolio seeks to provide current income and long-term growth of
income and capital by investing primarily in equity and fixed-income securities
of companies engaged in the public utilities industry.
* These Portfolios are anticipated to commence on January 21, 1997.
11
<PAGE>
The Income Builder Portfolio seeks, as its primary objective, reasonable income
by investing primarily in common stock of large-cap companies which have a
record of paying dividends and the potential for maintaining dividends, in
preferred stock and in securities convertible into common stocks of small and
mid-cap companies and, as its secondary objective, growth of capital.
The Dividend Growth Portfolio seeks to provide reasonable current income and
long-term growth of income and capital by investing primarily in common stock of
companies with a record of paying dividends and the potential for increasing
dividends.
The Capital Growth Portfolio seeks to provide long-term capital growth by
investing principally in common stocks.
The Global Dividend Growth Portfolio seeks to provide reasonable current income
and long-term growth of income and capital by investing primarily in common
stock of companies, issued by issuers worldwide, with a record of paying
dividends and the potential for increasing dividends.
The European Growth Portfolio seeks to maximize the capital appreciation of its
investments by investing primarily in securities issued by issuers located in
Europe.
The Pacific Growth Portfolio seeks to maximize the capital appreciation of its
investments by investing primarily in securities issued by issuers located in
Asia, Australia and New Zealand.
The Capital Appreciation Portfolio seeks long-term capital appreciation by
investing primarily in common stocks of U.S. companies that offer the potential
for either superior earnings growth and/or appear to be undervalued.
The Equity Portfolio seeks, as its primary objective, growth of capital through
investments in common stock of companies believed by the Investment Manager to
have potential for superior growth and, as a secondary objective, income when
consistent with its primary objective.
The Strategist Portfolio seeks a high total investment return through a fully
managed investment policy utilizing equity securities, fixed-income securities
rated Baa or higher by Moody's or BBB or higher by securities of comparable
quality), and money market securities, and the writing of covered options on
such securities and the collateralized sale of stock index options.
All dividends and capital gains distributions from the Portfolios are
automatically reinvested in shares of the distributing Portfolio at their Net
Asset Value.
THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ATTAIN THEIR RESPECTIVE
STATED OBJECTIVES. Additional information concerning the investment objectives
and policies of the Portfolios can be found in the current prospectus for the
Fund accompanying this Prospectus.
THE PROSPECTUS OF THE FUND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A PARTICULAR PORTFOLIO.
THE CONTRACTS
- -----------------------------------------------------------
PURCHASE OF THE CONTRACTS
The Company has discontinued the offering of new Contracts. Additional Purchase
Payments to existing Contracts are accepted by the Company. All subsequent
Purchase Payments must be $25 or more and may be made at any time prior to the
Income Starting Date. Additional Purchase Payments may also be made from your
bank account or your Dean Witter Active Assets-TM- Account through Automatic
Additions. Please consult with your Dean Witter Account Executive for detailed
information about Automatic Additions.
The Company reserves the right to limit Purchase Payments in any Contract Year
to three times the initial Purchase Payment made in the first year.
CREDITING OF PURCHASE PAYMENTS
A Purchase Payment accompanied by a duly completed application will be credited
to the Contract within two business days of receipt by the Company at its home
office. If an application is not duly completed, the Company will credit the
Purchase Payments to the Contract within five business days or return it at that
time unless the applicant specifically consents to the Company holding the
Purchase Payment until the application is complete. The Company reserves the
right to reject any application. Subsequent Purchase Payments will be credited
to the Contract at the close of the Valuation Period during which the Purchase
Payment is received.
12
<PAGE>
ALLOCATION OF PURCHASE PAYMENTS
On the application the Owner instructs the Company how to allocate the Purchase
Payment among the fourteen Investment Alternatives. Purchase Payments may be
allocated in whole percents, from 0% to 100%, to any Investment Alternative so
long as the total allocation equals 100%. Purchase Payments may be allocated in
amounts no less than $100. Unless the Owner notifies the Company otherwise,
subsequent Purchase Payments are allocated according to the instructions in the
application.
Each Purchase Payment will be credited to the Contract as Variable Account
Accumulation Units equal to the amount of Purchase Payment allocated to each
Sub-Account divided by the Accumulation Unit value for that Sub-Account next
computed after the Purchase Payment is credited to the Contract. For example, if
a $10,000 Purchase Payment is credited to the Contract when the Accumulation
Unit value equals $10, then 1,000 Accumulation Units would be credited to the
Contract. The Variable Account, in turn, purchases shares of the corresponding
Portfolio (see "Value of Variable Account Accumulation Units," pg. 13).
For a brief summary of how Purchase Payments allocated to the Fixed Account are
credited to the Contract, see "The Fixed Account" on pg. 17.
VALUE OF VARIABLE ACCOUNT ACCUMULATION UNITS
The Accumulation Units in each Sub-Account of the Variable Account are valued
separately. The value of Accumulation Units may change each Valuation Period
according to the investment performance of the shares purchased by each
Sub-Account and the deduction of certain expenses and charges.
A Valuation Period is the period between successive Valuation Dates. It begins
at the close of business of each Valuation Date and ends at the close of
business of the next succeeding Valuation Date. A Valuation Date is each day
that the New York Stock Exchange is open for business and any other day in which
there is a sufficient degree of trading in the Variable Account's portfolio
securities that the value of Accumulation or Annuity Units might be materially
affected by changes in the value of the portfolio securities. Valuation Dates do
not include such Federal and non-Federal holidays as are observed by the New
York Stock Exchange. The New York Stock Exchange currently observes the
following holidays: New Year's Day (January 1); President's Day (the third
Monday in February); Good Friday (the Friday before Easter); Memorial Day (the
last Monday in May); Independence Day (July 4); Labor Day (the first Monday in
September); Thanksgiving Day (the fourth Thursday in November); and Christmas
Day (December 25).
The value of an Accumulation Unit in a Sub-Account for any Valuation Period
equals the value of the Accumulation Unit as of the immediately preceding
Valuation Period, multiplied by the Net Investment Factor for that Sub-Account
for the current Valuation Period. The Net Investment Factor is a number
representing the change on successive Valuation Dates in value of Sub-Account
assets due to investment income, realized or unrealized capital gains or loss,
deductions for taxes, if any, and deductions for the Mortality and Expense Risk
Charge.
TRANSFERS
The Owner may transfer funds among the fourteen Investment Alternatives without
charge. THE COMPANY GUARANTEES THAT NO CHARGE WILL EVER BE IMPOSED FOR
TRANSFERS. Transfers must be at least $100 or the total amount in the Investment
Alternative, whichever is less.
Currently transfers out of any Sub-Account before the Income Starting Date may
be made at any time. The Company reserves the right to restrict such transfers
before the Income Starting Date to once every 30 days after the Contract is
issued. However, the Company will notify Owners at least 30 days prior to
restricting transfers.
After the Income Starting Date, transfers among Sub-Accounts of the Variable
Account, or from the Variable Account to the Fixed Account may be made only once
every six months and may not be made during the first six months following the
Income Starting Date.
Transfers may be made pursuant to telephone instructions if the Owner completes
the telephone authorization form on the application or another form provided by
the Company. Telephone transfer requests will be accepted by the Company if
received at (800) 654-2397 by 3:00 p.m. Central Time. Telephone transfer
requests received at any other telephone number or after 3:00 p.m. Central Time
will not be accepted by the Company. Telephone transfer requests received before
3:00 p.m. Central Time are effected at the next computed value. Otherwise,
transfer requests must be in writing, on a form provided by the Company.
Transfers may also be made automatically through Dollar Cost Averaging prior to
the Income Starting Date. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month from the Money Market Sub-Account to any other
Sub-Account. Transfers made through Dollar Cost Averaging must be $100 or more.
Dollar Cost Averaging cannot be used to transfer amounts to the Fixed Account.
Please consult with your Dean Witter Account Executive for detailed information
about Dollar Cost Averaging.
Transfers from Sub-Accounts of the Variable Account will be made based on the
Accumulation Unit values next computed after the Company receives the transfer
request at its home office.
For transfers from the Fixed Account, see pg. 18.
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SURRENDER AND WITHDRAWALS
The Owner may withdraw all or part of the Contract Value at any time prior to
the earlier of the death of the Annuitant (and any Joint Annuitant), death of
any Owner or the Income Starting Date. The amount available for withdrawal is
the Contract Value next computed after the Company receives the request for a
withdrawal at its home office, less any Surrender Charges, Contract Maintenance
Charges or any remaining charge for premium taxes. Withdrawals from the Variable
Account will be paid within seven days of receipt of the request, subject to
postponement in certain circumstances. See "Delay of Payments," pg. 19. For
withdrawals from the Fixed Account, see pg. 18.
The minimum partial withdrawal is $100. If the Contract Value is less than $500,
or if the Contract Value after a partial withdrawal would be less than $500,
then the Company will treat the request as one for a total surrender of the
Contract and the entire Contract Value, less any charges and premium taxes, will
be paid out.
Partial withdrawals may also be taken automatically through monthly Automatic
Income withdrawals. Automatic Income withdrawals of $100 or more may be
requested at any time prior to the Income Starting Date. Please consult with
your Dean Witter Account Executive for detailed information about Automatic
Income withdrawals.
For Qualified Contracts, the Company will, at the request of the Owner,
automatically calculate and withdraw the IRS Required Minimum Distribution.
Withdrawals taken to satisfy IRS Required Minimum Distribution rules will have
any applicable withdrawal charges waived. This waiver is permitted only for
withdrawals which satisfy distributions resulting from this Contract. Please
consult with your Dean Witter Account Executive for detailed information about
the Required Minimum Distribution program.
Withdrawals and surrenders may be subject to income tax and a 10% tax penalty.
This tax and penalty is explained in "Federal Tax Matters" on pg. 19.
The full Contract Maintenance Charge will be deducted at the time of total
surrender should the surrender occur on any date other than a Contract
Anniversary. The total amount paid at surrender may be more or less than the
total Purchase Payments due to prior withdrawals, any deductions, and investment
performance.
To complete the partial withdrawals, the Company will cancel Accumulation Units
in an amount equal to the withdrawal and any Surrender Charge and premium taxes.
The Owner must name the Investment Alternative from which the withdrawal is to
be made. If none is named, then the withdrawal request is incomplete and cannot
be honored.
DEFAULT
So long as the Contract Value is not reduced to zero or a withdrawal does not
reduce it to less than $500, the Contract will stay in force until the Income
Starting Date even if no Purchase Payments are made after the first Purchase
Payment.
CHARGES AND OTHER DEDUCTIONS
- -----------------------------------------------------------
DEDUCTIONS FROM PURCHASE PAYMENTS
No deductions are currently made from Purchase Payments. Therefore the full
amount of every Purchase Payment is invested in the Investment Alternative(s) to
increase the potential for investment gain.
CONTRACT MAINTENANCE CHARGE
A Contract Maintenance Charge of $30 is deducted annually from the Contract
Value to reimburse the Company for its actual costs in maintaining each Contract
and the Variable Account. THE COMPANY GUARANTEES THAT THE AMOUNT OF THIS CHARGE
WILL NOT INCREASE OVER THE LIFE OF THE CONTRACT. Maintenance costs include but
are not limited to expenses incurred in billing and collecting Purchase
Payments; keeping records; processing death benefit claims and cash surrenders,
policy changes and proxy statements; calculating Accumulation Unit and Annuity
Unit values; and issuing reports to owners and regulatory agencies. The Company
does not expect to realize a profit from this charge.
On each Contract Anniversary, the Contract Maintenance Charge will be deducted
from the Investment Alternatives in the same proportion that the Owner's
interest in each bears to the total Contract Value. After the Income Starting
Date, a pro rata share of the annual Contract Maintenance Charge will be
deducted from each Income Payment. For example, 1/12 of the $30 or $2.50 will be
deducted if there are twelve Income Payments during the Contract Year. The
Contract Maintenance Charge will be deducted from the amount paid on a total
surrender.
Prior to October 4, 1993, Vantage Computer Systems, Inc. ("Vantage") was under
contract with the Company to provide Contract recordkeeping services. As of
October 4, 1993, the Company provides all Contract recordkeeping services.
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MORTALITY AND EXPENSE RISK CHARGE
A Mortality and Expense Risk Charge will be deducted daily at a rate equal on an
annual basis to 1.0% of the daily net assets in the Variable Account and will be
reflected in the net interest rate credited to the assets in the Fixed Account
attributable to the Contracts. THE COMPANY GUARANTEES THAT THE AMOUNT OF THIS
CHARGE WILL NOT INCREASE OVER THE LIFE OF THE CONTRACT. If the Mortality and
Expense Risk Charge is insufficient to cover the Company's mortality costs and
excess expenses, the Company will bear the loss. If the charge is more than
sufficient, the Company will retain the balance as profit. The Company currently
expects a profit from this charge. Any such profit, as well as any other profit
realized by the Company and held in its general account (which supports
insurance and annuity obligations), would be available for any proper corporate
purpose, including, but not limited to, payment distribution expenses.
The mortality risk arises from the Company's guarantee to cover all death
benefits and to make Income Payments in accordance with the annuity tables,
thus, relieving the Annuitants of the risk of outliving funds accumulated for
retirement.
The expense risk arises from the possibility that the Contract Maintenance and
Surrender Charges, both of which are guaranteed not to increase, will be
insufficient to cover actual administrative expenses.
SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
The Owner may withdraw the Contract Value any time before the earliest of the
Income Start Date, the death of any Owner or the Annuitant's and any Joint
Annuitant's death.
There are no Surrender Charges on the first withdrawal of each Contract Year on
amounts up to the Free Withdrawal Amount. The Free Withdrawal Amount is 10% of
the amount of Purchase Payments, excluding those made less than one year before
the date of withdrawal. The maximum portion of the Free Withdrawal Amount which
may be withdrawn from the Fixed Account is limited to the proportion that your
value in the Fixed Account bears to your total Contract Value. Amounts
surrendered in excess of the Free Withdrawal Amount may be subject to a
Surrender Charge. Free Withdrawal Amounts not withdrawn in a Contract Year do
not increase the Free Withdrawal Amount in later Contract Years. Surrender
Charges, if applicable, will be deducted from the amount paid.
In certain cases, distributions required by federal tax law (see Statement of
Additional Information for "IRS Required Distribution at Death Rules") may be
subject to a Surrender Charge. Income Payments under Annuity Options with a
specified period of less than 120 months will be subject to a Surrender Charge.
Free Withdrawals and other partial withdrawals will be allocated on a first in,
first out basis to Purchase Payments. For purposes of calculating the amount of
the Surrender Charge, Purchase Payments shall include any earnings attributable
to those payments.
A Surrender Charge will be applied to amounts withdrawn in excess of a Free
Withdrawal Amount as set forth below:
<TABLE>
<CAPTION>
APPLICABLE
ELAPSED TIME SINCE SURRENDER
PURCHASE PAYMENT BEING CHARGE
WITHDRAWN WAS MADE PERCENTAGE
- ---------------------------------------------------- ------------
<S> <C>
Less than 1 year.................................... 6%
1 year, but less than 2 years....................... 5%
2 years, but less than 3 years...................... 4%
3 years, but less than 4 years...................... 3%
4 years, but less than 5 years...................... 2%
5 years, but less than 6 years...................... 1%
6 years or more..................................... 0%
</TABLE>
The cumulative total of all Surrender Charges is guaranteed never to exceed 7%
of an Owner's Purchase Payments (not including earnings attributable to those
payments).
Surrender Charges will be used to pay sales commissions and other promotional or
distribution expenses associated with the marketing of the Contracts. The
Company does not anticipate that the Surrender Charges will cover all
distribution expenses in connection with the Contract.
In addition, federal and state income tax may be withheld from withdrawal and
surrender amounts. Certain surrenders may also be subject to a federal tax
penalty. See "Federal Tax Matters," pg. 19.
TAXES
The Company will deduct any state premium taxes incurred or other taxes incurred
relative to the Contract (collectively referred to as "premium taxes") either
(1) at the Income Starting Date, or (2) when a partial surrender in excess of
the Free Withdrawal Amount occurs (in which case a pro rata portion of the
premium taxes will be deducted from the amount paid), or (3) when a total
surrender occurs. Current premium tax rates range from 0 to 3.5%. The Company
reserves the right to deduct any incurred premium taxes from the Purchase
Payments.
At the Income Starting Date, any charge for premium taxes will be deducted from
each Investment Alternative in the proportion that the Owner's interest in the
Investment Alternative bears to the total Contract Value.
DEAN WITTER VARIABLE INVESTMENT SERIES ("FUND") EXPENSES
A complete description of the expenses and deductions from the Portfolios are
found in the Fund's prospectus which is attached to this prospectus.
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BENEFITS UNDER THE CONTRACT
- -----------------------------------------------------------
DEATH BENEFITS PRIOR TO THE INCOME STARTING DATE
If any Owner or the Annuitant dies prior to the Income Starting Date, and a
Death Benefit is elected, it will be paid to the Beneficiary. If a Contingent
Annuitant survives the Annuitant or Joint Annuitant, no Death Benefit will be
paid unless the Contingent Annuitant dies before the earlier of the Income
Starting Date or the day on which the Contract Value must be distributed under
the IRS Required Distribution Rules (see below). (For purposes of payment of the
Death Benefit, the Joint Annuitant must have been named prior to January 19,
1985). The Death Benefit will be the greater of: (a) the sum of all Purchase
Payments less any amounts deducted in connection with partial withdrawals,
including any Surrender Charges; or (b) the Contract Value.
The Company will not pay any Death Benefit until it receives Due Proof of Death.
Generally, the Beneficiary may elect an Annuity Option or a lump sum payment
within 180 days after the Company receives Due Proof of Death. If no election is
received within 180 days, a lump sum will be paid automatically.
The value of the Death Benefit will be determined at the end of the Valuation
Period during which the Company receives the later of Due Proof of Death and an
election for either a lump sum payment or an Annuity Option.
DEATH BENEFITS AFTER THE INCOME STARTING DATE
If any Owner, who is not the Annuitant, dies after the Income Starting Date,
payments will continue to be made under the particular income plan. The
Beneficiary will be the recipient of any such payments.
If the Annuitant and Joint Annuitant, if applicable, die after the Income
Starting Date, the Company will pay the Death Benefit, if any, contained in the
particular Annuity Option elected.
INCOME PAYMENTS
- -----------------------------------------------------------
INCOME STARTING DATE
The Income Starting Date is the day that Income Payments will start under the
Contract. The Owner may change the Income Starting Date at any time by notifying
the Company in writing of the change at least 30 days before the current Income
Starting Date. The Income Starting Date must be (a) at least a month after the
Issue Date; (b) the first day of a calendar month; and (c) no later than the
first day of the calendar month after the Annuitant reaches age 85, or the 10th
anniversary date, if later.
Unless the Owner notifies the Company in writing otherwise, the Income Starting
Date will be: for Non-Qualified Contracts the later of the first day of the
calendar month after the Annuitant reaches age 85 or the 10th anniversary date;
for Qualified Contracts, April first of the calendar year following the year in
which the Annuitant reaches age 70 1/2.
AMOUNT OF VARIABLE ANNUITY INCOME PAYMENTS
The amount of Variable Annuity Income Payments depends upon the investment
experience of the Portfolios selected by the Owner, any premium taxes, the age
and sex of the Annuitant(s), and the Annuity Option chosen. The Company
guarantees that the Income Payments will not be affected by (1) actual mortality
experience and (2) amount of the Company's administration expenses.
The Contracts offered by this prospectus (except in states which require unisex
annuity tables) contain life annuity tables that provide for different benefit
payments to men and women of the same age. Nevertheless, in accordance with the
U.S. Supreme Court's decision in ARIZONA GOVERNING COMMITTEE V NORRIS, in
certain employment related situations, annuity tables that do not vary on the
basis of sex may be used. Accordingly, if the Contract is to be used in
connection with an employment-related retirement or benefit plan, consideration
should be given, in consultation with legal counsel, to the impact of NORRIS on
any such plan before making any contributions under these Contracts.
The sum of Income Payments may be more or less than the total Purchase Payments
made because (a) Variable Annuity Income Payments vary with the investment
results of the underlying Portfolios; (b) the Owner bears the investment risk
with respect to all amounts allocated to the Variable Account, and (c)
Annuitants may die before the actuarially expected date of death. As such, the
total amount of Income Payments cannot be predicted.
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The duration of the Annuity Option may affect the dollar amounts of each Income
Payment. For example, if an Annuity Option guaranteed for life is chosen, the
Income Payments may be greater or lesser than Income Payments under an Annuity
Option for a specified period depending on the life expectancy of the Annuitant.
If the actual net investment experience is less than the assumed investment
rate, then the dollar amount of the annuity payments will decrease. The dollar
amount of the annuity payments will stay level if the net investment experience
equals the assumed investment rate and the dollar amount of the annuity payments
will increase if the net investment experience exceeds the assumed investment
rate. For purposes of the Variable Annuity Income Payments, the assumed
investment rate is 4%.
If the Contract Value to be applied to an Annuity Option is less than $2,000, or
if the monthly payments determined under the Annuity Option are less than $20,
the Company may pay the Contract Value in a lump sum or change the payment
frequency to an interval which results in Income Payments of at least $20.
ANNUITY OPTIONS
The Owner may elect a completely Fixed Annuity, a completely Variable Annuity or
a combination Fixed and Variable Annuity. Up to 30 days before the Income
Starting Date, the Owner may change the Annuity Option or request any other form
of annuity agreeable to both the Company and the Owner. Subsequent changes will
not be permitted. If an Annuity Option is chosen which depends on the Annuitant
or Joint Annuitant's life, proof of age will be required before Income Payments
begin. Premium taxes may be assessed. The Annuity Options include:
ANNUITY OPTION 1--LIFE WITH PAYMENTS GUARANTEED FOR 120 MONTHS.
Monthly payments will be made for as long as the Annuitant lives. If the
Annuitant dies before 120 monthly payments have been made, the remainder of the
120 guaranteed monthly payments will be paid to the Owner, or if deceased, to
the surviving Beneficiary.
ANNUITY OPTION 2--JOINT AND LAST SURVIVOR
Monthly payments beginning on the Income Starting Date will be made for as long
as either the Annuitant or Joint Annuitant is living. It is possible under this
option that only one monthly payment will be made if the Annuitant and Joint
Annuitant both die before the second payment is made, or only two monthly
payments will be made if they both die before the third payment, and so forth.
ANNUITY OPTION 3--PAYMENTS FOR A SPECIFIED PERIOD
Monthly payments beginning on the Income Starting Date will be made for any
specified period of at least 120 months. A Surrender Charge may apply if the
specified period is less than 120 months. Payments under this option do not
depend on the continuation of the Annuitant's life. If the Owner dies before the
end of the specified period, the remaining payments will be paid to the
surviving Beneficiary. The Mortality and Expense Risk Charge is deducted from
the Variable Account even though the Company does not bear any mortality risk.
If Annuity Option 3 is chosen and the proceeds are derived from the Variable
Account, the Owner or Beneficiary may surrender the Contract at any time by
notifying the Company in writing.
In the event that an Annuity Option is not selected, the Company will make
Income Payments in accordance with Annuity Option 1. At the Company's
discretion, other Annuity Options may be available upon request. The Company
currently uses sex-distinct annuity tables. However, if legislation is passed by
Congress or the states, the Company reserves the right to use annuity tables
which do not distinguish on the basis of sex.
THE FIXED ACCOUNT
- -----------------------------------------------------------
CONTRIBUTIONS UNDER THE FIXED PORTION OF THE ANNUITY CONTRACT AND TRANSFERS TO
THE FIXED PORTION BECOME PART OF THE GENERAL ACCOUNT OF THE COMPANY, WHICH
SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS. BECAUSE OF EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"), NOR IS THE GENERAL
ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS
THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND THE
COMPANY HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO
THE FIXED PORTION. DISCLOSURES REGARDING THE FIXED PORTION OF THE ANNUITY
CONTRACT AND THE GENERAL ACCOUNT, HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY
APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY
AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.
GENERAL DESCRIPTION
The Fixed Account is made up of all of the general assets of the Company, other
than those in the Variable Account and any other segregated asset account.
Instead of the Owner bearing the investment risk as is the case for amounts in
the Variable Account, the Company bears the full investment risk for all amounts
in the Fixed Account. The Company has sole discretion to invest the
17
<PAGE>
assets of the Fixed Account, subject to applicable law. The Company guarantees
that the amounts allocated to the Fixed Account will be credited interest at a
net effective interest rate of at least 4.0% per year. Currently the amount of
investment income in excess of 4.0% allocated to contracts participating in the
Fixed Account will vary periodically in the sole discretion of the Company. Any
interest held in the Fixed Account does not entitle an Owner to share in the
investment experience of the Fixed Account.
The Company has revised the Fixed Account. Money deposited in the revised Fixed
Account earns interest at the current rate in effect at the time of allocation
or transfer until the first renewal date. The first renewal date is January 1
following the date of the allocation or transfer into the Fixed Account.
Subsequent renewal dates will be on anniversaries of the first renewal date. On
or about each renewal date, the Company will notify the Owner of the interest
rate(s) for the calendar year then starting. This interest rate will be
guaranteed by the Company for the calendar year and will not be less than 4%.
The Company may declare more than one interest rate for different monies based
upon the date of allocation or transfer to the Fixed Account.
ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF THE
GUARANTEED RATE OF 4.0% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF
THE COMPANY.
TRANSFERS, SURRENDERS, AND WITHDRAWALS
Amounts may be transferred from the Sub-Accounts of the Variable Account to the
Fixed Account, and prior to the Income Starting Date amounts may also be
transferred from the Fixed Account to Sub-Accounts of the Variable Account. No
charge will ever be imposed for such transfers.
Prior to the Income Starting Date, amounts may not be transferred from the
Variable Account to the Fixed Account until thirty days after the Issue Date and
may be transferred thereafter only once every thirty days. However, amounts
invested in the Fixed Account prior to the date that the revised Fixed Account
became available may not be transferred from the Fixed Account until six months
after the Issue Date and those amounts may be transferred only every six months.
The maximum amount which may be transferred from the revised Fixed Account to
the Variable Account is limited to 25% of the value in the revised Fixed Account
as of December 31 of the prior calendar year (except with respect to amounts
which were allocated to the Fixed Account prior to the date of availability).
If the first renewal interest rate is less than the current rate that was in
effect at the time money was allocated or transferred to the revised Fixed
Account, the transfer restriction for that money will be waived during the
60-day period following the first renewal date.
After the Income Starting Date no transfers may be made from the Fixed Account.
Transfers from the Variable Account to the Fixed Account may not be made for six
months after the Income Starting Date and may be made thereafter only once every
six months. The Company reserves the right to waive restrictions on transfers
that are contained in the Contract.
Surrenders and withdrawals from the Fixed Account may be delayed for up to six
months. After the Income Starting Date, no surrenders or withdrawals may be made
from the Fixed Account.
GENERAL MATTERS
- -----------------------------------------------------------
OWNER
The Owner has the sole right to exercise all rights and privileges under the
Contract, except as otherwise provided in the Contract.
Generally, an Owner who is not a natural person is required to include in income
each year any increase in the cash value to the extent the increase is
attributable to contributions to the Contract made after February 28, 1986.
BENEFICIARY
The Beneficiary can mean either the Owner's Beneficiary or the Annuitant's
Beneficiary, but not both at the same time. Subject to the terms of any existing
assignment or the rights of any irrevocable Beneficiary, the Owner may change
the Owner's Beneficiary or Annuitant's Beneficiary while the Annuitant is living
by notifying the Company in writing. Any change will be effective at the time it
is signed by the Owner, whether or not the Annuitant is living when the change
is received by the Company. The Company will not, however, be liable as to any
payment or settlement made prior to receiving the written notice.
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Unless otherwise provided in the Beneficiary designation, the rights of any
Beneficiary predeceasing the Annuitant will revert to the Owner or the Owner's
estate. Multiple Beneficiaries may be named. Unless otherwise provided in the
Beneficiary designation, if more than one Beneficiary survives the Annuitant,
the surviving Beneficiaries will share equally in any amounts due.
DELAY OF PAYMENTS
Payment of any amounts due from the Variable Account under the Contract will
occur within seven days, unless:
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 Securities and Exchange
Commission; or
3. The Securities and Exchange Commission permits delay for the protection
of the security holders.
For payment or transfers from the Fixed Account, see pg. 18.
ASSIGNMENTS
The contract may be assigned prior to the Income Starting Date and during the
Annuitant's or, if applicable, Joint Annuitant's lifetime, subject to the rights
of any irrevocable Beneficiary. Any assignment will not be binding until
received in writing by the Company. The Company will not be responsible for
deciding if an assignment is valid or the extent of an assignee's interest. An
assignment may result in income tax liability to the owner.
No Beneficiary may assign benefits under the Contract until they are due and, to
the extent permitted by law, payments are not subject to the debts of any
Beneficiary or to any judicial process for payment of the Beneficiary's debts.
MODIFICATION
The Company may not modify the Contract without the consent of the Owner except
to make the Contract meet the requirements of the Investment Company Act of
1940, or to make the Contract comply with any changes in the Internal Revenue
Code or required by the Code or by any other applicable law in order to continue
treatment of the Contract as an annuity.
CUSTOMER INQUIRIES
The Owners or any persons interested in the Contract may make inquiries
regarding the Contract by calling or writing their Dean Witter Account
Executive.
FEDERAL TAX MATTERS
- -----------------------------------------------------------
INTRODUCTION
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY 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 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 ANNUITIES IN GENERAL
TAX DEFERRAL. Generally, an annuity Contract Owner is not taxed on increases in
the Contract Value until a distribution occurs. This rule applies only where (1)
the Owner is a natural person, (2) the investments of the Variable Account are
"adequately diversified" in accordance with Treasury Department ("Treasury")
regulations and (3) the Company, instead of the annuity Owner, 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 nonnatural
persons are not treated as annuity Contracts for federal income tax purposes and
the income on such Contracts is taxed as ordinary income received or accrued by
the Owner during the taxable year. There are several exceptions to the general
rule for Contracts owned by non-natural persons which are discussed in the
Statement of Additional Information.
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" in accordance with the standards provided in the
Treasury regulations. If the investments in the Variable Account are not
adequately diversified, then the Contract will not be treated as an annuity
Contract for federal income tax purposes and the Contract Owner will be taxed on
the excess of the Contract Value over the
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investment in the Contract. Although the Company does not have control over the
Fund or its investments, the Company expects the Fund to meet the
diversification requirements.
INVESTOR CONTROL. In connection with the issuance of the regulations on the
adequate diversification standards, Treasury announced that the regulations do
not provide guidance concerning the extent to which Contract Owners may direct
their investments among Sub-Accounts of a Variable Account. The Internal Revenue
Service has previously stated in published rulings that a variable contract
Owner will be considered the Owner of separate account assets if the Owner
possesses 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, Treasury announced that guidance would be issued in the future
regarding the extent that Owners could direct their investments among
Sub-Accounts without being treated as Owners of the underlying assets of the
Variable Account. It is possible that Treasury's position, when announced, may
adversely affect the tax treatment of existing Contracts. The Company,
therefore, reserves the right to modify the Contract as necessary to attempt to
prevent the Contract Owner from being considered the federal tax owner of the
assets of the Variable Account.
TAXATION OF PARTIAL AND FULL WITHDRAWALS. In the case of a partial withdrawal
under a Non-Qualified Contract, amounts received are taxable to the extent the
Contract Value before the withdrawal exceeds the investment in the Contract. In
the case of 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 bears to the Contract Value, can be excluded from income. In the
case of 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. If an individual transfers an annuity Contract
without full and adequate consideration to a person other than the individual's
spouse (or to a former spouse incident to a divorce), the Owner will be taxed on
the difference between the Contract Value and the investment in the Contract at
the time of transfer. Other than in the case of certain Qualified Contracts, any
amount received 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
payments received from an annuity Contract provides for the return of the
Owner's investment in the Contract in equal tax-free amounts over the payment
period. The balance of each payment received is taxable. In the case of 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. In the case of 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.
TAXATION OF ANNUITY DEATH BENEFITS. Amounts may be distributed from an annuity
Contract because of the death of an Owner or Annuitant. Generally, such amounts
are includible 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.
PENALTY TAX ON PREMATURE DISTRIBUTIONS. There is a 10% penalty tax on the
taxable amount of any premature distribution from a Non-Qualified annuity
Contract. The penalty tax generally applies to any distribution made prior to
the Owner attaining age 59 1/2. However, there should be no penalty tax on
distributions to Owners (1) made on or after the Owner attains age 59 1/2; (2)
made as a result of the Owner's death or disability; (3) made in substantially
equal periodic payments over life or life expectancy; or (4) made under an
immediate annuity. Similar rules apply for distributions under certain Qualified
Contracts. Please see the Statement of Additional Information for a discussion
of other situations in which the penalty tax may not apply.
AGGREGATION OF ANNUITY CONTRACTS. All Non-Qualified annuity Contracts issued by
the Company (or its affiliates) to the same 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
Annuity Contracts may be used as investments with certain tax qualified plans
such as: (1) Individual Retirement Annuities under Section 408(b) of the Code;
(2) Simplified Employee Pension Plans under Section 408(k) of the Code; (3) Tax
Sheltered Annuities under Section 403(b) of the Code; (4) Corporate and Self
Employed Pension and Profit Sharing Plans; and (5) State and Local Government
and Tax-Exempt Organization Deferred Compensation Plans. In the case of certain
tax 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 Code provides for
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. In accordance with the requirements of Section
403(b), any annuity 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
after 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 on the account of hardship).
20
<PAGE>
INCOME TAX WITHHOLDING
The Company is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless an individual elects to make a "direct
rollover" of such amounts to another qualified plan or Individual Retirement
Account or Annuity ("IRA"). 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 the life (joint
lives) of the participant (and beneficiary). For any distributions from
Non-Qualified annuity Contracts, or distributions from Qualified Contracts which
are not considered eligible rollover distributions, the Company may be required
to withhold federal and state income taxes unless the recipient elects not to
have taxes withheld and properly notifies the Company of such election.
VOTING RIGHTS
- -----------------------------------------------------------
The Owner or anyone with a voting interest in the Sub-Account of the Variable
Account may instruct the Company on how to vote at shareholder meetings of the
Fund. The Company will solicit and cast each vote according to the procedures
set up by the Fund and to the extent required by law. The Company reserves the
right to vote the eligible shares in its own right, if subsequently permitted by
the Investment Company Act of 1940, its regulations or interpretations thereof.
Before the Income Starting Date, the Owner holds the voting interest in the
Sub-Account. (The number of votes for the Owner will be determined by dividing
the Contract Value attributable to a Sub-Account by the net asset value per
share of the applicable eligible Portfolio.)
After the Income Starting Date, the person receiving Income Payments has the
voting interest. After the Income Starting Date, the votes decrease as Income
Payments are made and as the reserves for the Contract decrease. That person'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 Portfolio.
SALES COMMISSION
- -----------------------------------------------------------
From its profits the Company may pay a maximum sales commission of 5.75% of
Purchase Payments and an annual sales administration expense allowance of up to
0.125% of the average net assets of the Fixed Account to Dean Witter Reynolds
Inc., the principal underwriter of the Contracts. Dean Witter will pay annually
to its Account Executives from its profits, an amount equal to .10% of the net
assets of the Variable Account attributable to Contracts issued and sold after
1984 and any subsequent additions thereon.
21
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
Introduction................................................ 3
Northbrook Life Insurance Company......................... 3
Dean Witter Reynolds Inc.................................. 3
Additions, Deletions or Substitutions of Investments.... 3
Reinvestment............................................ 3
The Contract................................................ 3
Value of Variable Account Accumulation Units.............. 3
Performance Data.......................................... 4
Standardized Total Returns.................................. 5
Other Total Returns....................................... 5
Transfers................................................. 5
Tax-Free Exchanges (1035)................................. 6
General Matters............................................. 6
Incontestability.......................................... 6
Settlements............................................... 6
Safekeeping of the Variable Account's Assets.............. 6
Experts................................................... 6
Legal Matters............................................. 6
Federal Tax Matters......................................... 7
Introduction.............................................. 7
Taxation of Northbrook Life Insurance Company............. 7
Exceptions to the Non-Natural Owner Rule.................. 7
Penalty Tax on Premature Distributions.................... 7
IRS Required Distribution at Death Rules.................. 8
Qualified Plans........................................... 8
Types of Qualified Plans.................................... 8
Individual Retirement Annuities........................... 8
Simplified Employee Pension Plans......................... 8
Tax Sheltered Annuities................................... 8
Corporate and Self-Employed Pension and Profit Sharing
Plans.................................................... 8
State and Local Government and Tax-Exempt Organization
Deferred Compensation Plans.............................. 9
Voting Rights............................................... 9
Sales Commissions........................................... 9
Financial Statements........................................ F-1
22
<PAGE>
ORDER FORM
- -----------------------------------------------------------
/ / Please send me a copy of the most recent Statement of Additional Information
for the Northbrook Variable Annuity.
<TABLE>
<S> <C>
- ------------------------ ---------------------------------------------
(Date) (Name)
---------------------------------------------
(Street Address)
---------------------------------------------
(City) (State) (Zip
Code)
</TABLE>
Send to: Northbrook Life Insurance Company
P.O. Box 94040
Palatine, IL 60094-4040
Attn: Annuity Services
23
<PAGE>
(This Page Left Intentionally Blank)
24
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
NORTHBROOK VARIABLE ANNUITY ACCOUNT
OF
NORTHBROOK LIFE INSURANCE COMPANY
P.O. BOX 94040
PALATINE, IL 60094-4040
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
DISTRIBUTED BY
DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
-------------------
This Statement of Additional Information supplements the information in the
Prospectus for the Flexible Premium Deferred Variable Annuity Contract
("Contract") offered by Northbrook Life Insurance Company ("Company"), a
wholly owned subsidiary of Allstate Life Insurance Company. The Contract is
primarily designed to aid individuals in long-term financial planning and
it can be used for retirement planning regardless of whether the plan qualifies
for special federal income tax treatment.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.
YOU MAY OBTAIN A COPY OF THE PROSPECTUS FROM DEAN WITTER REYNOLDS INC.
("DEAN WITTER"), THE PRINCIPAL UNDERWRITER AND DISTRIBUTOR OF THE CONTRACT, BY
CALLING OR WRITING DEAN WITTER AT THE ADDRESS LISTED ABOVE.
The Prospectus, dated December 31, 1996, has been filed with the
United States Securities and Exchange Commission.
DATED DECEMBER 31, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Introduction.............................................................................. 3
Northbrook Life Insurance Company..................................................... 3
Dean Witter Reynolds Inc.............................................................. 3
Additions, Deletions or Substitutions of Investments................................ 3
Reinvestment........................................................................ 3
The Contract.............................................................................. 3
Value of Variable Account Accumulation Units.......................................... 3
Performance Data...................................................................... 4
Standardized Total Returns................................................................ 5
Other Total Returns................................................................... 5
Transfers............................................................................. 5
Tax-Free Exchanges (1035)............................................................. 6
General Matters........................................................................... 6
Incontestability...................................................................... 6
Settlements........................................................................... 6
Safekeeping of the Variable Account's Assets.......................................... 6
Experts............................................................................... 6
Legal Matters......................................................................... 6
Federal Tax Matters....................................................................... 7
Introduction.......................................................................... 7
Taxation of Northbrook Life Insurance Company......................................... 7
Exceptions to the Non-Natural Owner Rule.............................................. 7
Penalty Tax on Premature Distributions................................................ 7
IRS Required Distribution at Death Rules.............................................. 8
Qualified Plans....................................................................... 8
Types of Qualified Plans.................................................................. 8
Individual Retirement Annuities....................................................... 8
Simplified Employee Pension Plans..................................................... 8
Tax Sheltered Annuities............................................................... 8
Corporate and Self-Employed Pension and Profit Sharing Plans.......................... 8
State and Local Government and Tax-Exempt Organization Deferred Compensation Plans.... 9
Voting Rights............................................................................. 9
Sales Commissions......................................................................... 9
Financial Statements...................................................................... F-1
</TABLE>
2
<PAGE>
INTRODUCTION
- --------------------------------------------------------------------------------
NORTHBROOK LIFE INSURANCE COMPANY
Incorporated in 1978 as a life insurance company under the laws of the State
of Illinois, Northbrook Life Insurance Company ("Company") has done business
continuously since that time as "Northbrook Life Insurance Company." The
Company's products, annuities and individual life insurance, have been approved
by the various states where offered.
DEAN WITTER REYNOLDS INC.
Dean Witter Reynolds Inc. ("Dean Witter") is the principal underwriter and
distributor of the Contracts. Dean Witter is a wholly-owned subsidiary of Dean
Witter, Discover & Co. Dean Witter is located at Two World Trade Center, New
York, New York Dean Witter is a member of the New York Stock Exchange and the
National Association of Securities Dealers, Inc., and its subsidiary, Dean
Witter InterCapital, Inc. ("InterCapital"), is registered with the Securities
and Exchange Commission as an investment advisor.
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF
INVESTMENTS
The Company retains the right, subject to any applicable law, to make
additions to, deletions from or substitutions for the Portfolio shares held by
any Sub-Account of the Variable Account. The Company reserves the right to
eliminate the shares of any of the Portfolios and to substitute shares of
another Portfolio of the Fund, or of another open-end, registered investment
company, if the shares of the Portfolio are no longer available for investment,
or if, in the Company's judgment, investment in any Portfolio would become
inappropriate in view of the purposes of the Variable Account. Substitutions of
shares attributable to an Owner's interest in a Sub-Account will not be made
until the Owner has been notified of the change, and until the Securities and
Exchange Commission has approved the change, to the extent such notification and
approval is required by the Investment Company Act of 1940. 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 Owners.
The Company may also establish additional Sub-Accounts of the Variable
Account. Each additional Sub-Account would purchase shares in a new Portfolio of
the Fund or in another mutual fund. New Sub-Accounts may be established when, in
the sole discretion of the Company, marketing needs or investment conditions
warrant. Any new Sub-Accounts will be made available to existing Contract Owners
on a basis to be determined by the Company. The Company may also eliminate one
or more Sub-Accounts if, in its sole discretion, marketing, tax or investment
conditions so warrant.
In the event of any such substitution or change, the Company may, by
appropriate endorsement, make such changes in the Contract as may be necessary
or appropriate to reflect such substitution or change. If deemed to be in the
best interests of persons having voting rights under the policies, the Variable
Account may be operated as a management company under the Investment Company Act
of 1940 or it may be deregistered under such Act in the event such registration
is no longer required.
REINVESTMENT
All dividends and capital gains distributions from the Portfolios are
automatically reinvested in shares of the distributing Portfolio at their net
asset value.
THE CONTRACT
- --------------------------------------------------------------------------------
VALUE OF VARIABLE ACCOUNT ACCUMULATION UNITS
The value of Variable Account Accumulation Units will vary in accordance
with investment experience of the Portfolio in which the Sub-Account invests.
The number of such Accumulation Units credited to a Contract will not, however,
change as a
3
<PAGE>
result of any fluctuations in the value of the Accumulation Unit.
The Accumulation Units in each Sub-Account of the Variable Account are
valued separately. The value of Accumulation Units in any Valuation Period will
depend upon the investment performance of the shares purchased by each
Sub-Account in a particular Portfolio.
The value of an Accumulation Unit in a Sub-Account for any Valuation Period
equals the value of such unit as of the immediately preceding Valuation Period,
multiplied by the "Net Investment Factor" for that Sub-Account for the current
Valuation Period. The Net Investment Factor for each Sub-Account for any
Valuation Period is determined by dividing (A) by (B) and subtracting (C),
where:
(A) is the sum of:
(1) the net asset value per share of the Portfolio(s) underlying the
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 Portfolio(s) underlying the Sub-Account during the current
valuation period.
(B) is the net asset value per share of the Portfolio(s) underlying the
Sub-Account determined as of the end of the immediately preceding valuation
period.
(C) is the annualized Mortality and Expense Risk Charges divided by 365
and then multiplied by the number of calendar days in the current valuation
period.
PERFORMANCE DATA
From time to time the Variable Account may publish advertisements containing
performance data relating to its Sub-Accounts. The performance data for the
Sub-Accounts (other than for the Money Market Sub-Account) will always be
accompanied by total return quotations.
A Sub-Account's "average annual total return" represents an annualization of
the Sub-Account's total return over a particular period and is computed by
finding the annual percentage rate which will result in the ending redeemable
value of a hypothetical $1,000 Purchase Payment made at the beginning of a one,
five or ten year period, or for a period from the date of commencement of the
Sub-Account's operations, if shorter than any of the foregoing. The formula for
computing the average annual total return involves a percentage obtained by
dividing the ending redeemable value, including deductions for any Surrender
Charges or Contract Maintenance Charges imposed on the Contracts by the Variable
Account, by the initial hypothetical $1,000 Purchase Payment, taking the "n"th
root of the quotient (where "n" is the number of years in the period) and
subtracting 1 from the result.
The Surrender Charges assessed on this redemption were computed as follows.
For Contracts that have passed their first Contract Anniversary, the Free
Withdrawal Amount is not assessed a Surrender Charge. Surrender Charges are
charged on the amount of redemption equal to the value of the Purchase Payment,
reduced by the Free Withdrawal Amount, if any. The Surrender Charge schedule
specifies one rate for less than one year and another rate for one year, but
less than two years, and another rate for two years, but less than three years,
and so on until six years or more. For a one year total return calculation the
second rate (i.e., one year, but less than two years) is assessed. The Contract
Maintenance Charge ($30 per contract) used in the total return calculation is
prorated using the following method: The total amount of annual contract fees
collected during the year is divided by the total average net assets of all the
Sub-Accounts. The resulting percentage is then multiplied by the initial
hypothetical $1,000 Purchase Payment.
In addition, the Variable Account 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 may or may not reflect the
deductions of some or all of the charges which may be imposed on the Contracts
by the Variable Account which, if reflected, would reduce the performance
quoted. The formula for computing such
4
<PAGE>
total return quotations involves a percent unit change calculation. This
calculation is 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 may include among others
"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"; and "Inception (commencement of the
Sub-Account's operation) to-date" (day of the advertisement).
STANDARDIZED TOTAL RETURNS
- --------------------------------------------------------------------------------
The standardized average annual total returns for the Sub-Accounts for the
one-year, five-year and ten year or since inception periods ending December
31, 1995 are presented below:
<TABLE>
<CAPTION>
10-YEARS OR
SINCE INCEPTION*
SUB-ACCOUNT ONE-YEAR FIVE-YEAR (IF LESS)
- ----------------------------- --------- --------------------
<S> <C> <C> <C>
Capital Growth...... 25.44% N/A 8.52%
Dividend Growth..... 28.70% 14.39% 10.49%
Equity.............. 34.48% 19.42% 12.36%
European Growth..... 18.83% N/A 14.06%
Global Dividend
Growth............. 15.21% N/A 7.57%
High Yield.......... 8.59% 19.74% 6.71%
Money Market........ N/A N/A N/A
Pacific Growth...... (0.13)% N/A (4.24)%
Quality Income
Plus............... 17.39% 9.60% 8.40%
Strategist.......... 3.31% 10.16% 8.27%
Utilities........... 21.42% 11.55% 10.50%
</TABLE>
*The Money Market, High Yield and Equity Sub-Accounts commenced operation on
March 9, 1984. The Quality Income Plus and Strategist Sub-Accounts commenced
operation on March 1, 1987. The Utilities and Dividend Growth Sub-Accounts
commenced operation on March 1, 1990. The Capital Growth and European Growth
Sub-Accounts commenced operation on March 1, 1991. The Global Dividend Growth
and Pacific Growth Sub-Accounts commenced operation on February 23, 1994.
OTHER TOTAL RETURNS
From time to time, sales literature or advertisements may also quote average
annual total returns that do not reflect the Surrender Charge. These are
calculated in exactly the same way as the average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered.
Such average annual total return information for the Sub-Accounts (not
including deduction of the Surrender Charge) is as follows:
<TABLE>
<CAPTION>
10-YEARS OR
SINCE INCEPTION*
SUB-ACCOUNT ONE-YEAR FIVE-YEAR (IF LESS)
- ----------------------------- --------- --------------------
<S> <C> <C> <C>
Capital Growth...... 31.60% N/A 9.02%
Dividend Growth..... 35.03% 14.67% 10.74%
Equity.............. 41.12% 19.71% 12.42%
European Growth..... 24.64% N/A 14.57%
Global Dividend
Growth............. 20.83% N/A 10.42%
High Yield.......... 13.87% 20.02% 6.79%
Money Market........ N/A N/A N/A
Pacific Growth...... 4.69% N/A (1.74)%
Quality Income
Plus............... 23.12% 9.88% 8.46%
Strategist.......... 8.31% 10.43% 8.33%
Utilities........... 27.37% 11.83% 10.74%
</TABLE>
*The Money Market, High Yield and Equity Sub-Accounts commenced operation on
March 9, 1984. The Quality Income Plus and Strategist Sub-Accounts commenced
operation on March 1, 1987. The Utilities and Dividend Growth Sub-Accounts
commenced operation on March 1, 1990. The Capital Growth and European Growth
Sub-Accounts commenced operation on March 1, 1991. The Global Dividend Growth
and Pacific Growth Sub-Accounts commenced operation on February 23, 1994.
The Variable Account may also advertise the performance of the Sub-Accounts
relative to certain performance rankings and indexes compiled by independent
organizations.
TRANSFERS
Currently the Company is not enforcing certain restrictions on transfers
and, therefore, prior to the Income Starting Date amounts may be transferred out
of Sub-Accounts of the Variable Account at any time. The restrictions in the
Contracts, which could be
5
<PAGE>
enforced in the future, provide that transfers among Sub-Accounts of the
Variable Account, or from the Variable Account to the Fixed Account, may not be
made for the first 30 days after the Contract is issued and thereafter such
transfers may occur only once every 30 days. The Company reserves the right to
enforce these restrictions in the future. However, the Company will notify
Owners at least 30 days prior to enforcing these restrictions.
TAX-FREE EXCHANGES (SECTION 1035)
The Company accepts Purchase Payments which are the proceeds of a Contract
in a transaction qualifying for a tax-free exchange under Section 1035 of the
Internal Revenue Code. Except as required by federal law in calculating the
basis of the Contract, the Company does not differentiate between Section 1035
Purchase Payments and non-1035 Purchase Payments.
The Company also accepts "rollovers" from Contracts qualifying as
tax-sheltered annuities (TSAs), individual retirement annuities or accounts,
(IRAs), or any other qualified contract which is eligible to "rollover" into an
IRA. The Company differentiates between non-qualified Contracts and TSAs and
IRAs to the extent necessary to comply with federal tax laws. For example, the
Company restricts the assignment, transfer or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax treatment.
GENERAL MATTERS
- --------------------------------------------------------------------------------
INCONTESTABILITY
The Contract will not be contested after it is issued.
SETTLEMENTS
The Contract must be returned to the Company prior to any settlement. Due
proof of any Owner's or Annuitant's (and any Joint Annuitant's) death must be
received prior to settlement of a death claim.
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS
The Company holds title to the assets of the Variable Account. The assets
are kept physically segregated and held separate and apart from the Company's
general corporate assets. Records are maintained of all purchases and
redemptions of the Portfolio shares held by each of the Sub-Accounts.
The Dean Witter Variable Investment Series ("Fund") does not issue
certificates and, therefore, the Company holds the Account's assets in open
account in lieu of stock certificates. See the Fund's Prospectus for a more
complete description of the Fund's custodian.
EXPERTS
The financial statements of the Variable Account and the financial
statements and financial statement schedule of the Company appearing in this
Statement of Additional Information (which is incorporated by reference in the
prospectus of Northbrook Variable Annuity Account of Northbrook Life Insurance
Company) have been audited by Deloitte & Touche LLP, Two Prudential Plaza, 180
N. Stetson Avenue, Chicago, Illinois, 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.
LEGAL MATTERS
Certain legal matters relating to the federal securities laws applicable to
the issue and sale of the Contracts have been passed upon by Routier and
Johnson, P.C., of Washington, D.C. All matters of Illinois law pertaining to the
Contracts, including the validity of the Contracts and the Company's right to
issue such Contracts under Illinois insurance law, have been passed upon by
Michael J. Velotta, General Counsel of Northbrook Life Insurance Company.
6
<PAGE>
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
INTRODUCTION
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY 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 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 NORTHBROOK LIFE INSURANCE COMPANY
The Company is taxed as a life insurance company under Part I of Subchapter
L of the Internal Revenue Code. The following discussion assumes that the
Company is taxed as a life insurance company under Part I of Subchapter L. Since
the Variable Account is not an entity separate from the Company, and its
operations form a part of the Company, it will not be taxed separately as a
"regulated Investment Company" under Subchapter M of the Code. Investment income
and realized capital gains are automatically applied to increase reserves under
the contract. Under existing federal income tax law, the Company believes that
the Variable Account investment income and realized net capital gains will not
be taxed to the extent that such income and gains are applied to increase the
reserves under the contract.
Accordingly, the Company does not anticipate that it will incur any federal
income tax liability attributable to the Variable Account, and therefore the
Company does not intend to make provisions for any such taxes. However, if
changes in the federal tax laws or interpretations thereof result in the Company
being taxed on income or gains attributable to the Variable Account, then the
Company may impose a charge against the Variable Account (with respect to some
or all contracts) in order to set aside provisions to pay such taxes.
EXCEPTIONS TO THE NON-NATURAL OWNER RULE
There are several exceptions to the general rule that 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.
PENALTY TAX ON PREMATURE DISTRIBUTIONS
There is a 10% penalty tax on the taxable amount of any payment received
from a non-qualified annuity contract unless: (1) made after the owner reaches
59 1/2; (2) attributable to the owner's disability; (3) attributable to
investment before August 14, 1982, including earnings on pre-August 14, 1982
investment; (4) made from certain qualified contracts; (5) made after the death
of the owner; (6) made under an immediate annuity contract; (7) made from an
annuity purchased and held by an employer upon the termination of a qualified
retirement plan; (8) made under a qualified funding asset; (9) made as part of a
series of substantially equal periodic payments (not less frequently than
annually) for the life of or life expectancy of the owner or the joint lives of
joint life expectancies of the owner and designated beneficiary. Similar rules
apply in the case of qualified contracts.
7
<PAGE>
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.
QUALIFIED PLANS
This annuity 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. 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.
TYPES OF QUALIFIED PLANS
- --------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity.
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.
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.
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
after the employee attains age 59 1/2, separates from service, dies, becomes
disabled or in the case of hardship (earnings on salary reduction contributions
may not be distributed for hardship).
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.
8
<PAGE>
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. Generally, under the non-natural owner rules, such contracts
are not treated as annuity contracts for federal income tax purposes.
VOTING RIGHTS
- --------------------------------------------------------------------------------
The number of votes which a person has the right to instruct will be
calculated separately for each Sub-Account. That number will be determined by
applying his/her percentage interest, if any, in a particular Sub-Account to the
total number of votes attributable to the Sub-Account.
The number of votes of the Portfolio which an Owner has a right to instruct
will be determined as of the date coincident with the date established by that
Portfolio for determining shareholders eligible to vote at the meeting of the
Fund. Voting instructions will be solicited by written communication prior to
such meeting in accordance with procedures established by the Fund.
Fund shares as to which no timely instructions are received will be voted in
proportion to the voting instructions which are received with respect to all
Contracts participating in that Sub-Account. Voting instructions to abstain on
any item to be voted upon will be applied on a pro rata basis to reduce the
votes eligible to be cast.
Each person having a voting interest in a Sub-Account will receive proxy
material, reports and other materials relating to the appropriate Portfolio.
SALES COMMISSIONS
- --------------------------------------------------------------------------------
The Company pays Dean Witter for its underwriting and general agent's
services a sales commission of up to 5.75% of the Purchase Payments and sales
administration expense allowance of up to 0.125% of the Average Net Assets of
the Fixed Account. These commissions are intended to cover Dean Witter's
expenses in distributing and selling the Contracts.
Under the Underwriting Agreement and Managing General Agent's Agreement
between Dean Witter and the Company, Dean Witter is responsible for paying costs
and expenses associated with licensing its agents, paying agent's commissions,
printing, mailing and distributing the Prospectus to prospective purchasers; and
preparing, printing and distributing sales literature. In the event the
commissions fail to adequately compensate Dean Witter for these expenses, Dean
Witter will pay these expenses from its own funds.
9
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
NORTHBROOK LIFE INSURANCE COMPANY:
We have audited the accompanying Statements of Financial Position of Northbrook
Life Insurance Company as of December 31, 1995 and 1994, and the related
Statements of Operations, Shareholder's Equity and Cash Flows for each of the
three years in the period ended December 31, 1995. 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 Northbrook Life Insurance Company as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995 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.
As discussed in Note 3 to the financial statements, in 1993 the Company changed
its method of accounting for investment in fixed income securities.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 1, 1996
F-1
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1995 1994
------------ ------------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities
Available for sale, at fair value (amortized cost $59,142 and $61,581)............... $ 63,229 $ 59,191
Short-term............................................................................. 8,049 3,374
------------ ------------
Total investments.................................................................. 71,278 62,565
Reinsurance recoverable from Allstate Life Insurance Company............................. 2,636,981 3,085,781
Cash..................................................................................... 87 59
Deferred income taxes.................................................................... 77
Net receivable from Allstate Life Insurance Company...................................... 6,183 8,895
Other assets............................................................................. 2,164 2,233
Separate Accounts........................................................................ 3,354,910 2,604,623
------------ ------------
Total assets....................................................................... $ 6,071,603 $ 5,764,233
------------ ------------
------------ ------------
Liabilities
Reserve for life insurance policy benefits............................................... $ 139,509 $ 134,942
Contractholder funds..................................................................... 2,497,278 2,950,532
Income taxes payable..................................................................... 233 4,634
Deferred income taxes.................................................................... 2,798
Separate Accounts........................................................................ 3,354,910 2,604,623
------------ ------------
Total liabilities.................................................................. 5,994,728 5,694,731
------------ ------------
Shareholder's equity
Common stock ($100 par value, 25,000 shares authorized, issued and outstanding).......... 2,500 2,500
Additional capital paid-in............................................................... 56,600 56,600
Unrealized net capital gains (losses).................................................... 2,657 (1,553)
Retained income.......................................................................... 15,118 11,955
------------ ------------
Total shareholder's equity......................................................... 76,875 69,502
------------ ------------
Total liabilities and shareholder's equity......................................... $ 6,071,603 $ 5,764,233
------------ ------------
------------ ------------
</TABLE>
See notes to financial statements.
F-2
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Net investment income................................................................... $ 4,782 $ 2,881 $ 2,934
Realized capital gains and losses....................................................... 67 (193) 323
--------- --------- ---------
Income before income taxes................................................................ 4,849 2,688 3,257
Income tax expense........................................................................ 1,686 955 750
--------- --------- ---------
Net income................................................................................ $ 3,163 $ 1,733 $ 2,507
--------- --------- ---------
--------- --------- ---------
</TABLE>
See notes to financial statements.
F-3
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL NET CAPITAL
COMMON CAPITAL GAINS RETAINED
STOCK PAID-IN (LOSSES) INCOME TOTAL
----------- ----------- ----------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1992.................................. $ 2,500 $ 31,600 $ 7,715 $ 41,815
Net income................................................ 2,507 2,507
Change in unrealized net capital gains and losses......... $ 747 747
----------- ----------- ----------- --------- ---------
Balance, December 31, 1993.................................. 2,500 31,600 747 10,222 45,069
Net income................................................ 1,733 1,733
Change in unrealized net capital gains and losses......... (2,300) (2,300)
Capital contribution...................................... 25,000 25,000
----------- ----------- ----------- --------- ---------
Balance, December 31, 1994.................................. 2,500 56,600 (1,553) 11,955 69,502
Net income................................................ 3,163 3,163
Change in unrealized net capital gains and losses......... 4,210 4,210
----------- ----------- ----------- --------- ---------
Balance, December 31, 1995.................................. $ 2,500 $ 56,600 $ 2,657 $ 15,118 $ 76,875
----------- ----------- ----------- --------- ---------
----------- ----------- ----------- --------- ---------
</TABLE>
See notes to financial statements.
F-4
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net income....................................................................... $ 3,163 $ 1,733 $ 2,507
Adjustments to reconcile net income to net cash from operating activities
Realized capital (gains) losses................................................ (67) 193 (323)
Amortization and other non-cash items.......................................... 903 640 415
Net change in reserve for policy benefits and contractholder funds............. 113 (58) 18,338
Change in deferred income taxes................................................ 608 (114) 1,227
Changes in other operating assets and liabilities.............................. (2,705) (3,835) (19,325)
---------- ---------- ----------
Net cash from operating activities........................................... 2,015 (1,441) 2,839
---------- ---------- ----------
Cash flows from investing activities
Fixed income securities
Proceeds from sales............................................................ 5,423 1,256 14,279
Investment collections......................................................... 7,108 7,626 10,375
Investment purchases........................................................... (9,843) (36,071) (29,778)
Change in short-term investments, net............................................ (4,675) 3,475 2,369
---------- ---------- ----------
Net cash from investing activities........................................... (1,987) (23,714) (2,755)
---------- ---------- ----------
Cash flows from financing activities
Capital contribution............................................................. 25,000
---------- ---------- ----------
Net cash from financing activities........................................... 25,000
---------- ---------- ----------
Net increase (decrease) in cash.................................................... 28 (155) 84
Cash at beginning of year.......................................................... 59 214 130
---------- ---------- ----------
Cash at end of year................................................................ $ 87 $ 59 $ 214
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See notes to financial statements.
F-5
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
1. ORGANIZATION AND NATURE OF OPERATIONS
Northbrook Life Insurance Company (the "Company") is wholly owned by
Allstate Life Insurance Company ("Allstate Life"), which is wholly owned by
Allstate Insurance Company ("Allstate"), a wholly-owned subsidiary of The
Allstate Corporation (the "Corporation"). On June 30, 1995, Sears, Roebuck and
Co. ("Sears") distributed its 80.3% ownership in the Corporation to Sears common
shareholders through a tax-free dividend (the "Distribution").
The Company develops and markets single and flexible premium annuities and
flexible premium deferred and variable annuity contracts to individuals in the
United States through Dean Witter Reynolds ("Dean Witter")(Note 4). Other
products include universal life and single premium life insurance.
Annuity contracts issued by the Company are subject to discretionary
withdrawal or surrender by the contractholder, subject to applicable surrender
charges. These contracts are reinsured with Allstate Life (Note 4) which selects
assets to meet the anticipated cash flow requirements of the assumed
liabilities. Allstate Life utilizes various modeling techniques in managing the
relationship between assets and liabilities and employs strategies to maintain
investments which are sufficiently liquid to meet obligations to contractholders
in various interest rate scenarios.
The Company monitors economic and regulatory developments which have the
potential to impact its business. Currently there is proposed federal
legislation which would permit banks greater participation in securities
businesses, which could eventually present an increased level of competition for
sales of the Company's annuity contracts. Furthermore, the federal government
may enact changes which could possibly eliminate the tax-advantaged nature of
annuities or eliminate consumers' need for tax deferral, thereby reducing the
incentive for customers to purchase the Company's products. While it is not
possible to predict the outcome of such issues with certainty, management
evaluates the likelihood of various outcomes and develops strategies, as
appropriate, to respond to such challenges.
Certain reclassifications have been made to the prior year financial
statements to conform to the presentation for the current year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
LIFE INSURANCE ACCOUNTING
The Company writes long-duration insurance contracts with terms that are not
fixed and guaranteed and single premium life insurance contracts, which are
considered universal life-type contracts. The Company also sells long-duration
contracts that do not involve significant risk of policyholder mortality or
morbidity (principally single and flexible premium annuities, structured
settlement annuities and supplemental contracts when sold without life
contingencies) which are considered investment contracts. Limited payment
contracts (policies with premiums paid over a period shorter than the contract
period), primarily consist of structured settlement annuities and supplemental
contracts when sold with life contingencies.
F-6
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TRADITIONAL LIFE
The reserve for life insurance policy benefits, which relates to structured
settlement annuities and supplementary contracts when sold with life
contingencies, is computed on the basis of assumptions as to future investment
yields, mortality, morbidity, terminations and expenses. These assumptions,
which for traditional life are applied using the net level premium method,
include provisions for adverse deviation and generally vary by such
characteristics as plan, year of issue and policy duration. Reserve interest
rates ranged from 7.3% to 9.5% during 1995.
UNIVERSAL LIFE-TYPE CONTRACTS
Reserves for universal life-type contracts are established using the
retrospective deposit method. Under this method, liabilities are equal to the
account balance that accrues to the benefit of the policyholder.
CONTRACTHOLDER FUNDS
Contractholder funds arise from the issuance of individual contracts that
include an investment component, including universal life-type contracts.
Payments received are recorded as interest-bearing liabilities. Contractholder
funds are equal to deposits received and interest accrued to the benefit of the
contractholder less withdrawals, mortality charges and administrative expenses.
During 1995, credited interest rates on contractholder funds ranged from 3.0% to
8.0% for those contracts with fixed interest rates and from 3.0% to 8.7% for
those with flexible rates.
SEPARATE ACCOUNTS
The Company issues flexible premium deferred variable annuity contracts, 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. Assets and liabilities of the Separate Accounts represent
funds of Northbrook Variable Annuity Account and Northbrook Variable Annuity
Account II ("Separate Accounts"), 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 gains and losses of the
Separate Accounts accrue directly to the contractholders and, therefore, are not
included in the accompanying statements of operations. Revenues to the Company
from the Separate Accounts consist of contract maintenance fees, administrative
fees and mortality and expense risk charges, which are entirely ceded to
Allstate Life.
REINSURANCE
Premiums, contract charges, credited interest, and policy benefits are ceded
and reflected net of such cessions in the statements of operations. Reinsurance
recoverable and the related reserves for policy benefits and contractholder
funds are reported separately in the statements of financial position.
INVESTMENTS
Fixed income securities include bonds and mortgage-backed securities. Fixed
income securities are carried at fair value. The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a
F-7
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
component of shareholder's equity. Provisions are made to write down the value
of fixed income securities for declines in value that are other than temporary.
Such writedowns are included in realized capital gains and losses.
Short-term investments are carried at cost which approximates fair value.
Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method, based on the estimated principal repayments.
Realized capital gains and losses are determined on a specific identification
basis.
INCOME TAXES
The income tax provision is calculated under the liability method. Deferred
tax assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities and the enacted tax
rates. Deferred income taxes also arise from unrealized capital gains or losses
on fixed income securities carried at fair value.
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.
3. ACCOUNTING CHANGE
Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 115 requires that investments classified
as available for sale be carried at fair value. Previously, fixed income
securities classified as available for sale were carried at the lower of
amortized cost or fair value, determined in the aggregate. Unrealized holding
gains and losses are reflected as a separate component of shareholder's equity,
net of deferred income taxes. The net effect of adoption of this statement
increased shareholder's equity at December 31, 1993 by $747, with no impact on
net income.
4. RELATED PARTY TRANSACTIONS
REINSURANCE
The Company reinsures substantially all business with Allstate Life.
Premiums and contract charges ceded to Allstate Life were $2,284 and $52,348 in
1995, $1,886 and $38,306 in 1994, and $2,688 and $22,446 in 1993. Credited
interest, policy benefits and other expenses ceded to Allstate Life amounted to
$229,525, $243,326, and $525,467 in 1995, 1994, and 1993, respectively.
Investment income earned on the assets which support contractholder funds was
excluded from the Company's financial statements as those assets were
transferred to Allstate Life under the terms of reinsurance treaties.
Reinsurance ceded arrangements do not discharge the Company as the primary
insurer.
F-8
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
4. RELATED PARTY TRANSACTIONS (CONTINUED)
BUSINESS OPERATIONS
The Company utilizes services and business facilities owned or leased, and
operated by Allstate in conducting its business activities. The Company
reimburses Allstate for the operating expenses incurred by Allstate. 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 $5,341,
$5,483 and $5,301 in 1995, 1994 and 1993, respectively. Investment-related
expenses are retained by the Company. All other costs are assumed by Allstate
Life under reinsurance agreements.
DEAN WITTER
The Company and Allstate Life have formed a strategic alliance with Dean
Witter to develop, market and distribute proprietary annuity and life insurance
products through Dean Witter account executives. Dean Witter provides a portion
of the funding for these products through loans to an affiliate of the Company.
Under the terms of the strategic alliance, which is cancelable by either
party, the Company has agreed to use Dean Witter as an exclusive distribution
channel for the Company's products. Dean Witter is also the investment manager
for the Dean Witter Variable Investment Series, the fund in which the assets of
the Separate Accounts are invested.
5. INCOME TAXES
Allstate Life and its life insurance subsidiaries, including the Company,
will file a consolidated federal income tax return. Tax liabilities and benefits
realized by the consolidated group are allocated as generated by the respective
subsidiaries, whether or not such benefits generated by the subsidiaries would
be available on a separate return basis. The Corporation and its domestic
subsidiaries, including the Company (the "Allstate Group"), will be eligible to
file a consolidated tax return beginning in the year 2000.
Prior to the Distribution, 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"). As a member of
the Sears Tax Group, the Corporation was jointly and severally liable for the
consolidated income tax liability of the Sears Tax Group. 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 Allstate Group in the
consolidated federal income tax return. Effectively, this resulted in the
Company's annual income tax provision being computed as if the Company filed a
separate return, except that items such as net operating losses, capital losses,
foreign tax credits, or similar items which might not be immediately
recognizable in a separate return, were allocated according to the Tax Sharing
Agreement and reflected in the Company's provision to the extent that such items
reduced the Sears Tax Group's federal tax liability.
The Allstate Group and Sears Group have entered into an agreement which
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Distribution ("Consolidated Tax Years"). The
agreement provides that all Consolidated Tax Years will continue to be governed
by the Tax Sharing
F-9
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
5. INCOME TAXES (CONTINUED)
Agreement with respect to the Company's federal income tax liability and taxes
payable to or recoverable from the Sears Group.
The components of the deferred income tax assets and liabilities at December
31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Deferred assets
Unrealized net capital losses on fixed income securities.................... $ $ 837
--------- ---------
Total deferred assets..................................................... 837
--------- ---------
Deferred liabilities
Difference in tax bases of investments...................................... (1,368) (760)
Unrealized net capital gains on fixed income securities..................... (1,430)
--------- ---------
Total deferred liabilities................................................ (2,798) (760)
--------- ---------
Net deferred (liability) asset................................................ $ (2,798) $ 77
--------- ---------
--------- ---------
</TABLE>
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Current................................................................. $ 1,078 $ 1,069 $ 641
Deferred................................................................ 608 (114) 109
--------- --------- ---------
Income tax expense...................................................... $ 1,686 $ 955 $ 750
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company paid income taxes of $4,206, $4,219 and $1,175 in 1995, 1994 and
1993, respectively under the Tax Sharing Agreement. Included in these amounts
are $2,651, $2,826 and $1,111 reimbursed to the Company by Allstate Life under
the terms of reinsurance agreements for 1995, 1994 and 1993, respectively.
The Company had income taxes payable to Allstate Life of $233 and $4,634 at
December 31, 1995 and 1994, respectively.
F-10
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
5. INCOME TAXES (CONTINUED)
A reconciliation of the statutory federal income tax rate to the effective
federal income tax rate is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Statutory federal income tax rate..................................... 35.0% 35.0% 35.0%
Dividends received deduction.......................................... (10.6)
Tax-exempt income..................................................... (1.7)
Other................................................................. (0.3) 0.5 0.3
--- ----- -----
Effective federal income tax rate..................................... 34.7% 35.5% 23.0%
--- ----- -----
--- ----- -----
</TABLE>
6. INVESTMENTS
FAIR VALUES
The amortized cost, fair value and gross unrealized gains and losses for
fixed income securities are as follows:
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- FAIR
COST GAINS LOSSES VALUE
----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1995
U.S. government and agencies........................... $ 8,619 $ 880 $ $ 9,499
Municipal.............................................. 1,583 83 1,666
Corporate.............................................. 4,967 349 5,316
Mortgage-backed securities............................. 43,973 3,003 228 46,748
----------- --------- --------- ---------
Totals............................................. $ 59,142 $ 4,315 $ 228 $ 63,229
----------- --------- --------- ---------
----------- --------- --------- ---------
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- FAIR
COST GAINS LOSSES VALUE
----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1994
U.S. government and agencies........................... $ 9,619 $ 49 $ 825 $ 8,843
Municipal.............................................. 1,642 77 3 1,716
Corporate.............................................. 3,172 63 3,109
Mortgage-backed securities............................. 47,148 75 1,700 45,523
----------- --------- --------- ---------
Totals............................................. $ 61,581 $ 201 $ 2,591 $ 59,191
----------- --------- --------- ---------
----------- --------- --------- ---------
</TABLE>
F-11
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
6. INVESTMENTS (CONTINUED)
SCHEDULED MATURITIES
The scheduled maturities for fixed income securities at December 31, 1995
are as follows:
<TABLE>
<CAPTION>
AMORTIZED COST FAIR VALUE
--------------- -----------
<S> <C> <C>
Due in one year or less......................................................... $ 270 $ 272
Due after one year through five years........................................... 3,021 3,182
Due after five years through ten years.......................................... 4,647 5,124
Due after ten years............................................................. 7,231 7,903
------- -----------
15,169 16,481
Mortgage-backed securities...................................................... 43,973 46,748
------- -----------
Total....................................................................... $ 59,142 $ 63,229
------- -----------
------- -----------
</TABLE>
Actual maturities may differ from those scheduled as a result of prepayments
by the issuers.
UNREALIZED NET CAPITAL GAINS AND LOSSES
Unrealized net capital gains and losses on fixed income securities included
in shareholder's equity at December 31, 1995 are as follows:
<TABLE>
<CAPTION>
UNREALIZED NET
AMORTIZED COST FAIR VALUE GAINS/(LOSSES)
--------------- ----------- ---------------
<S> <C> <C> <C>
Fixed income securities........................................ $ 59,142 $ 63,229 $ 4,087
------- -----------
------- -----------
Deferred income taxes.......................................... (1,430)
-------
Total...................................................... $ 2,657
-------
-------
</TABLE>
The change in unrealized net capital gains and losses for fixed income
securities is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1995 1994
--------- ---------
<S> <C> <C>
Fixed income securities................................................................. $ 6,477 $ (3,539)
Deferred income taxes................................................................... (2,267) 1,239
--------- ---------
Change in unrealized net capital gains and losses................................... $ 4,210 $ (2,300)
--------- ---------
--------- ---------
</TABLE>
F-12
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
6. INVESTMENTS (CONTINUED)
COMPONENTS OF INVESTMENT INCOME
Investment income by type of investment is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Investment income:
Fixed income securities....................................................... $ 4,633 $ 2,735 $ 2,793
Short-term.................................................................... 215 192 172
--------- --------- ---------
Investment income, before expense............................................... 4,848 2,927 2,965
Investment expense.............................................................. 66 46 31
--------- --------- ---------
Net investment income....................................................... $ 4,782 $ 2,881 $ 2,934
--------- --------- ---------
--------- --------- ---------
</TABLE>
REALIZED CAPITAL GAINS AND LOSSES
Realized capital gains and losses on investments are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Fixed income securities............................................................. $ 67 $ (193) $ 323
Income tax (expense) benefit........................................................ (23) 68 (113)
--- --------- ---------
Net realized gains (losses)......................................................... $ 44 $ (125) $ 210
--- --------- ---------
--- --------- ---------
</TABLE>
PROCEEDS FROM SALES OF FIXED INCOME SECURITIES
The proceeds from sales of investments in fixed income securities, excluding
calls, and related gross realized gains and losses are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Proceeds...................................................................... $ 5,423 $ 1,256 $ 14,279
--------- --------- ---------
--------- --------- ---------
Gross realized gains.......................................................... $ 67 $ 318
Gross realized losses......................................................... $ (179) (34)
--------- --------- ---------
Net realized gains (losses)................................................... $ 67 $ (179) $ 284
--------- --------- ---------
--------- --------- ---------
</TABLE>
SECURITIES ON DEPOSIT
At December 31, 1995, fixed income securities with a carrying value of
$8,041 were on deposit with regulatory authorities as required by law.
7. FINANCIAL INSTRUMENTS
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The assets and liabilities of
the Separate Accounts are carried at the fair value of the funds in which the
F-13
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
7. FINANCIAL INSTRUMENTS (CONTINUED)
assets are invested. The fair value of all financial assets other than fixed
income securities and all liabilities other than contractholder funds
approximates their carrying value as they are short-term in nature.
Fair values for fixed income securities are based on quoted market prices.
The December 31, 1995 and 1994 fair values and carrying values of fixed income
securities are discussed in Note 6.
The fair value of contractholder funds related to 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 fund balance less surrender charge. The fair value
of immediate annuities and annuities without life contingencies with fixed terms
are estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and duration. Contractholder
funds on investment contracts had a carrying value of $2,294,536 at December 31,
1995 and a fair value of $2,274,053. The carrying value and fair value at
December 31, 1994 were $2,738,823 and $2,685,448, respectively.
8. STATUTORY FINANCIAL INFORMATION
The following tables reconcile net income and shareholder's equity as
reported herein in conformity with generally accepted accounting principles with
statutory net income and capital and surplus, determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities:
<TABLE>
<CAPTION>
NET INCOME
-------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Balance per generally accepted accounting principles............................ $ 3,163 $ 1,733 $ 2,507
Income taxes.................................................................. (88) (114) 825
Non-admitted assets and statutory reserves.................................... (775) (27) (91)
--------- --------- ---------
Balance per statutory accounting principles..................................... $ 2,300 $ 1,592 $ 3,241
--------- --------- ---------
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
DECEMBER 31,
--------------------
1995 1994
--------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles................................... $ 76,875 $ 69,502
Income taxes......................................................................... (1,614) (77)
Unrealized net capital gains (losses)................................................ (4,087) 2,390
Non-admitted assets and statutory reserves........................................... 1,891 (1,086)
--------- ---------
Balance per statutory accounting principles............................................ $ 73,065 $ 70,729
--------- ---------
--------- ---------
</TABLE>
PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the insurance
department of the State of Illinois. Prescribed statutory accounting practices
include a variety of publications of the National Association of Insurance
Commissioners, as
F-14
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)
8. STATUTORY FINANCIAL INFORMATION (CONTINUED)
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 material effect on statutory surplus or risk-based
capital.
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 insurance companies 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 1996 without prior approval of both the Illinois and
California Departments of Insurance is $7,057.
F-15
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
SCHEDULE IV--REINSURANCE
($ IN THOUSANDS)
YEAR ENDED DECEMBER 31, 1995
GROSS NET
AMOUNT CEDED AMOUNT
-------- -------- ------
Life insurance in force...................... $610,478 $610,478 $
-------- -------- ------
-------- -------- ------
Premiums and contract charges:
Life and annuities......................... $ 54,632 $ 54,632 $
-------- -------- ------
-------- -------- ------
YEAR ENDED DECEMBER 31, 1994
GROSS NET
AMOUNT CEDED AMOUNT
-------- -------- ------
Life insurance in force...................... $661,356 $661,356 $
-------- -------- ------
-------- -------- ------
Premiums and contract charges:
Life and annuities......................... $ 40,192 $ 40,192 $
-------- -------- ------
-------- -------- ------
YEAR ENDED DECEMBER 31, 1993
GROSS NET
AMOUNT CEDED AMOUNT
-------- -------- ------
Life insurance in force...................... $702,975 $702,975 $
-------- -------- ------
-------- -------- ------
Premiums and contract charges:
Life and annuities......................... $ 25,134 $ 25,134 $
-------- -------- ------
-------- -------- ------
F-16
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
NORTHBROOK LIFE INSURANCE COMPANY:
We have audited the accompanying Statement of Net Assets of Northbrook
Variable Annuity Account (the "Account") as of December 31, 1995, and the
related Statements of Operations for the year then ended and Changes in Net
Assets for each of the two years in the period ended December 31, 1995 of the
Money Market, High Yield, Equity, Quality Income Plus, Strategist, Dividend
Growth, Utilities, European Growth, Capital Growth, Global Dividend Growth and
Pacific Growth portfolios that comprise the Account. 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 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. Our procedures included
confirmation of securities owned at December 31, 1995. 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 Account as of December 31, 1995, and the
results of its operations for the year then ended and the changes in its net
assets for each of the two years in the period ended December 31, 1995 of each
of the portfolios comprising the Account, in conformity with generally accepted
accounting principles.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 1, 1996
F-17
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
STATEMENT OF NET ASSETS
DECEMBER 31, 1995
($ and shares in thousands)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments in the Dean Witter Variable Investment Series:
Money Market Portfolio
27,085 shares (cost $27,085).................................................... $ 27,085
High Yield Portfolio
3,914 shares (cost $30,224)..................................................... 24,521
Equity Portfolio
2,113 shares (cost $38,722)..................................................... 57,328
Quality Income Plus Portfolio
4,040 shares (cost $40,260)..................................................... 44,270
Strategist Portfolio
4,417 shares (cost $48,384)..................................................... 54,965
Dividend Growth Portfolio
5,121 shares (cost $54,531)..................................................... 79,843
Utilities Portfolio
2,839 shares (cost $31,407)..................................................... 41,684
European Growth Portfolio
716 shares (cost $9,798)........................................................ 12,551
Capital Growth Portfolio
256 shares (cost $3,082)........................................................ 3,895
Global Dividend Growth Portfolio
877 shares (cost $8,950)........................................................ 10,253
Pacific Growth Portfolio
607 shares (cost $5,815)........................................................ 5,892
---------
Total assets.................................................................. 362,287
LIABILITIES
Payable to Northbrook Life Insurance Company --
accrued contract maintenance charges.............................................. 133
---------
Net assets.................................................................... $ 362,154
---------
---------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-18
<PAGE>
(This page has been left blank intentionally.)
F-19
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
QUALITY
MONEY HIGH INCOME DIVIDEND
MARKET YIELD EQUITY PLUS STRATEGIST GROWTH
($ in thousands) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends........................ $ 1,887 $ 3,142 $ 592 $ 2,939 $ 5,846 $ 3,661
Less mortality and expense risk
charges from Northbrook Life.... (340) (271) (529) (451) (642) (759)
--------- --------- --------- --------- ----------- ---------
Net investment income (loss)..... 1,547 2,871 63 2,488 5,204 2,902
--------- --------- --------- --------- ----------- ---------
REALIZED AND UNREALIZED GAINS AND
LOSSES ON INVESTMENTS:
Realized gains and losses from
sales of investments:
Proceeds from sales............ 29,283 10,741 18,007 14,963 26,326 15,838
Cost of investments sold....... 29,283 13,488 14,017 14,521 23,340 11,926
--------- --------- --------- --------- ----------- ---------
Net realized gains and losses...... -- (2,747) 3,990 442 2,986 3,912
--------- --------- --------- --------- ----------- ---------
Change in unrealized gains and
losses............................ -- 3,290 14,353 6,444 (3,230) 16,029
--------- --------- --------- --------- ----------- ---------
Net gains and losses on
investments....................... -- 543 18,343 6,886 (244) 19,941
--------- --------- --------- --------- ----------- ---------
CHANGE IN NET ASSETS RESULTING FROM
OPERATIONS........................ $ 1,547 $ 3,414 $ 18,406 $ 9,374 $ 4,960 $ 22,843
--------- --------- --------- --------- ----------- ---------
--------- --------- --------- --------- ----------- ---------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-20
<PAGE>
<TABLE>
<CAPTION>
GLOBAL
EUROPEAN CAPITAL DIVIDEND PACIFIC
UTILITIES GROWTH GROWTH GROWTH GROWTH
($ in thousands) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
--------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends........................ $ 1,772 $ 586 $ 23 $ 246 $ 51 $ 20,745
Less mortality and expense risk
charges from Northbrook Life.... (402) (131) (38) (96) (57) (3,716)
--------- ----------- ----------- ----------- ----------- ----------
Net investment income (loss)..... 1,370 455 (15) 150 (6) 17,029
--------- ----------- ----------- ----------- ----------- ----------
REALIZED AND UNREALIZED GAINS AND
LOSSES ON INVESTMENTS:
Realized gains and losses from
sales of investments:
Proceeds from sales............ 12,074 5,835 2,286 3,338 3,426 142,117
Cost of investments sold....... 10,104 4,870 2,053 3,190 3,582 130,374
--------- ----------- ----------- ----------- ----------- ----------
Net realized gains and losses...... 1,970 965 233 148 (156) 11,743
--------- ----------- ----------- ----------- ----------- ----------
Change in unrealized gains and
losses............................ 6,470 1,459 826 1,500 349 47,490
--------- ----------- ----------- ----------- ----------- ----------
Net gains and losses on
investments....................... 8,440 2,424 1,059 1,648 193 59,233
--------- ----------- ----------- ----------- ----------- ----------
CHANGE IN NET ASSETS RESULTING FROM
OPERATIONS........................ 9,810 2,879 1,044 $ 1,798 $ 187 76,262
--------- ----------- ----------- ----------- ----------- ----------
--------- ----------- ----------- ----------- ----------- ----------
</TABLE>
F-21
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
QUALITY
MONEY HIGH INCOME DIVIDEND
($ and units in thousands, MARKET YIELD EQUITY PLUS STRATEGIST GROWTH
except value per unit) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (loss)..... $ 1,547 $ 2,871 $ 63 $ 2,488 $ 5,204 $ 2,902
Net realized gains and losses.... (2,747) 3,990 442 2,986 3,912
Net change in unrealized gains
and losses...................... 3,290 14,353 6,444 (3,230) 16,029
---------- --------- ---------- ---------- ---------- ----------
1,547 3,414 18,406 9,374 4,960 22,843
---------- --------- ---------- ---------- ---------- ----------
FROM CAPITAL TRANSACTIONS:
Deposits......................... 250 207 307 317 160 768
Benefit payments................. (398) (749) (485) (698) (698) (648)
Payments on termination.......... (12,791) (6,897) (13,097) (12,503) (20,203) (15,665)
Contract maintenance charges..... (19) (24) (44) (27) (47) (62)
Transfers among the portfolios
and with the Fixed Account,
net............................. (3,451) (1) 1,172 1,526 (4,038) 2,374
---------- --------- ---------- ---------- ---------- ----------
(16,409) (7,464) (12,147) (11,385) (24,826) (13,233)
---------- --------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets............................ (14,862) (4,050) 6,259 (2,011) (19,866) 9,610
Net assets, beginning of period.... 41,937 28,562 51,048 46,265 74,811 70,204
---------- --------- ---------- ---------- ---------- ----------
Net assets, end of period.......... $ 27,075 $ 24,512 $ 57,307 $ 44,254 $ 54,945 $ 79,814
---------- --------- ---------- ---------- ---------- ----------
---------- --------- ---------- ---------- ---------- ----------
NET ASSET VALUE PER UNIT, END OF
PERIOD............................ $ 18.22 $ 27.06 $ 43.59 $ 20.50 $ 20.28 $ 18.13
---------- --------- ---------- ---------- ---------- ----------
---------- --------- ---------- ---------- ---------- ----------
UNITS OUTSTANDING, END OF PERIOD... 1,486 906 1,315 2,159 2,708 4,403
---------- --------- ---------- ---------- ---------- ----------
---------- --------- ---------- ---------- ---------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-22
<PAGE>
<TABLE>
<CAPTION>
GLOBAL
EUROPEAN CAPITAL DIVIDEND PACIFIC
($ and units in thousands, UTILITIES GROWTH GROWTH GROWTH GROWTH
except value per unit) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
--------- ----------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (loss)..... $ 1,370 $ 455 $ (15) $ 150 $ (6) $ 17,029
Net realized gains and losses.... 1,970 965 233 148 (156) 11,743
Net change in unrealized gains
and losses...................... 6,470 1,459 826 1,500 349 47,490
--------- ----------- --------- --------- --------- ----------
9,810 2,879 1,044 1,798 187 76,262
--------- ----------- --------- --------- --------- ----------
FROM CAPITAL TRANSACTIONS:
Deposits......................... 228 142 58 240 122 2,799
Benefit payments................. (418) (51) (23) 0 0 (4,168)
Payments on termination.......... (8,812) (3,042) (1,292) (2,452) (1,581) (98,335)
Contract maintenance charges..... (30) (8) (3) (7) (4) (275)
Transfers among the portfolios
and with the Fixed Account,
net............................. 820 (823) 403 1,207 1,206 395
--------- ----------- --------- --------- --------- ----------
(8,212) (3,782) (857) (1,012) (257) (99,584)
--------- ----------- --------- --------- --------- ----------
Increase (decrease) in net
assets............................ 1,598 (903) 187 786 (70) (23,322)
Net assets, beginning of period.... 40,070 13,450 3,706 9,463 5,960 385,476
--------- ----------- --------- --------- --------- ----------
Net assets, end of period.......... $ 41,668 $ 12,547 $ 3,893 $ 10,249 $ 5,890 $ 362,154
--------- ----------- --------- --------- --------- ----------
--------- ----------- --------- --------- --------- ----------
NET ASSET VALUE PER UNIT, END OF
PERIOD............................ $ 18.13 $ 19.30 $ 15.18 $ 12.01 $ 9.68
--------- ----------- --------- --------- ---------
--------- ----------- --------- --------- ---------
UNITS OUTSTANDING, END OF PERIOD... 2,298 650 256 853 608
--------- ----------- --------- --------- ---------
--------- ----------- --------- --------- ---------
</TABLE>
F-23
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
QUALITY
MONEY HIGH INCOME DIVIDEND
($ and units in thousands, except MARKET YIELD EQUITY PLUS STRATEGIST GROWTH
value per unit) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (loss)..... $ 1,120 $ 3,681 $ 4,298 $ 4,415 $ 3,667 $ 1,584
Net realized gains and losses.... (2,385) 1,793 97 1,700 1,930
Net change in unrealized gains
and losses...................... (2,447) (9,687) (9,616) (3,086) (6,998)
--------- --------- --------- --------- ----------- ---------
1,120 (1,151) (3,596) (5,104) 2,281 (3,484)
--------- --------- --------- --------- ----------- ---------
FROM CAPITAL TRANSACTIONS:
Deposits......................... 408 286 439 356 862 1,037
Benefit payments................. (1,321) (814) (545) (872) (269) (989)
Payments on termination.......... (9,667) (4,449) (5,087) (8,061) (9,553) (6,457)
Contract maintenance charges..... (27) (26) (40) (25) (58) (58)
Transfers among the portfolios
and with the Fixed Account,
net............................. 10,730 (3,123) 799 (12,041) 1,303 (2,260)
--------- --------- --------- --------- ----------- ---------
123 (8,126) (4,434) (20,643) (7,715) (8,727)
--------- --------- --------- --------- ----------- ---------
Increase (decrease) in net
assets............................ 1,243 (9,277) (8,030) (25,747) (5,434) (12,211)
Net assets, beginning of period.... 40,694 37,839 59,078 72,012 80,245 82,415
--------- --------- --------- --------- ----------- ---------
Net assets, end of period.......... $ 41,937 $ 28,562 $ 51,048 $ 46,265 $ 74,811 $ 70,204
--------- --------- --------- --------- ----------- ---------
--------- --------- --------- --------- ----------- ---------
NET ASSET VALUE PER UNIT, END OF
PERIOD............................ $ 17.41 $ 23.76 $ 30.88 $ 16.65 $ 18.73 $ 13.43
--------- --------- --------- --------- ----------- ---------
--------- --------- --------- --------- ----------- ---------
UNITS OUTSTANDING, END OF PERIOD... 2,409 1,203 1,653 2,779 3,994 5,229
--------- --------- --------- --------- ----------- ---------
--------- --------- --------- --------- ----------- ---------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-24
<PAGE>
<TABLE>
<CAPTION>
GLOBAL
EUROPEAN CAPITAL DIVIDEND PACIFIC
($ and units in thousands, except UTILITIES GROWTH GROWTH GROWTH GROWTH
value per unit) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
--------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (loss)..... $ 1,836 $ 486 $ 9 $ 64 $ (15) $ 21,145
Net realized gains and losses.... 2,606 698 16 (28) 6,427
Net change in unrealized gains
and losses...................... (10,091) (336) (127) (197) (272) (42,857)
--------- ----------- --------- ----------- ----------- ---------
(5,649) 848 (102) (161) (287) (15,285)
--------- ----------- --------- ----------- ----------- ---------
FROM CAPITAL TRANSACTIONS:
Deposits......................... 464 375 67 703 616 5,613
Benefit payments................. (608) (33) (11) (15) (5,477)
Payments on termination.......... (4,577) (1,740) (514) (1,003) (444) (51,552)
Contract maintenance charges..... (26) (9) (2) (7) (5) (283)
Transfers among the portfolios
and with the Fixed Account,
net............................. (11,690) 2,929 (1,137) 9,942 6,095 1,547
--------- ----------- --------- ----------- ----------- ---------
(16,437) 1,522 (1,586) 9,624 6,247 (50,152)
--------- ----------- --------- ----------- ----------- ---------
Increase (decrease) in net
assets............................ (22,086) 2,370 (1,688) 9,463 5,960 (65,437)
Net assets, beginning of period.... 62,156 11,080 5,394 450,913
--------- ----------- --------- ----------- ----------- ---------
Net assets, end of period.......... $ 40,070 $ 13,450 $ 3,706 $ 9,463 $ 5,960 $ 385,476
--------- ----------- --------- ----------- ----------- ---------
--------- ----------- --------- ----------- ----------- ---------
NET ASSET VALUE PER UNIT, END OF
PERIOD............................ $ 14.24 $ 15.48 $ 11.53 $ 9.94 $ 9.25
--------- ----------- --------- ----------- -----------
--------- ----------- --------- ----------- -----------
UNITS OUTSTANDING, END OF PERIOD... 2,814 868 321 952 645
--------- ----------- --------- ----------- -----------
--------- ----------- --------- ----------- -----------
</TABLE>
F-25
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS
TWO YEARS ENDED DECEMBER 31, 1995
1. ORGANIZATION
Northbrook Variable Annuity Account (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 Northbrook Life Insurance Company
("Northbrook Life"), which is wholly owned by Allstate Life Insurance Company
("Allstate Life"), a wholly-owned subsidiary of Allstate Insurance Company
("Allstate"), which is wholly owned by The Allstate Corporation (the
"Corporation').
Northbrook Life writes certain annuity contracts, the proceeds of which are
invested at the discretion of the contractholder. Contractholders primarily
invest in units of the portfolios comprising the Account but may also invest in
the general account of Northbrook Life ("Fixed Account"). The Account, in turn,
invests solely in shares of the portfolios of the Dean Witter Variable
Investment Series ("Fund"). Northbrook Life provides administrative and
insurance services to the Account for a fee.
Dean Witter Reynolds, Inc. ("Dean Witter") is the sole distributor of
Northbrook Life's flexible premium deferred variable annuity contracts and
certain single and flexible premium annuities and is the investment manager for
the Fund. In October, 1993, Allstate Life and Northbrook Life announced a
strategic alliance to develop, market and distribute proprietary annuity and
life insurance products through Dean Witter account executives. Dean Witter
receives investment management fees from the Fund.
Effective September 1, 1995, the name of the Managed Assets Portfolio of the
Fund changed to the Strategist Portfolio. While certain of the investment
policies of the portfolio have changed, the overall investment strategy has
remained the same.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investments consist of shares in the portfolios of the Fund, and are stated
at fair value based on quoted market prices.
INVESTMENT INCOME
Investment income consists of dividends declared by the portfolios of the
Fund, and is recognized on the date of record.
REALIZED GAINS AND LOSSES
Realized gains and losses on the sale of shares by the Account are computed
on a weighted average ("cost") basis.
FEDERAL INCOME TAXES
Net investment income and realized gains and losses on investments of the
Account are reported to contractholders generally upon distribution.
Accordingly, no provision for income taxes has been recorded.
F-26
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
TWO YEARS ENDED DECEMBER 31, 1995
3. MORTALITY AND EXPENSE CHARGES AND CONTRACT MAINTENANCE CHARGES
Northbrook Life assumes mortality and expense risks related to the
operations of the Account and deducts charges daily at a rate, on an annual
basis, equal to 1.0% of the daily net assets of the Account. Northbrook Life
guarantees that the amount of this charge will not increase over the life of the
contract.
For each year or portion of a year a contract is in effect, Northbrook Life
deducts a fixed annual contract maintenance charge of $30 as reimbursement for
expenses related to the maintenance of each contract and the Account. The amount
of this charge is guaranteed not to increase over the life of the contract.
F-27
<PAGE>
NORTHBROOK VARIABLE ANNUITY ACCOUNT
NOTES TO FINANCIAL STATEMENTS
TWO YEARS ENDED DECEMBER 31, 1995
4.__UNITS ISSUED AND REDEEMED
Units issued and redeemed by the Account during 1995 were as follows:
<TABLE>
<CAPTION>
MONEY QUALITY
MARKET HIGH YIELD EQUITY INCOME PLUS STRATEGIST
(units in thousands) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
UNITS OUTSTANDING, DECEMBER 31,
1994.............................. 2,409 1,203 1,653 2,779 3,994
Unit activity during 1995:
Issued........................... 866 182 212 261 144
Redeemed......................... (1,789) (479) (550) (881) (1,430)
----------- ----- ----- ----- -----------
UNITS OUTSTANDING, DECEMBER 31,
1995.............................. 1,486 906 1,315 2,159 2,708
----------- ----- ----- ----- -----------
----------- ----- ----- ----- -----------
</TABLE>
UNITS REDEEMED INCLUDES UNITS DEDUCTED FOR ACCRUED CONTRACT MAINTENANCE CHARGES.
F-28
<PAGE>
4.__UNITS ISSUED AND REDEEMED (CONTINUED)
<TABLE>
<CAPTION>
GLOBAL
DIVIDEND EUROPEAN CAPITAL DIVIDEND PACIFIC
GROWTH UTILITIES GROWTH GROWTH GROWTH GROWTH
(units in thousands) PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ----------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
UNITS OUTSTANDING, DECEMBER 31,
1994.............................. 5,229 2,814 868 321 952 645
Unit activity during 1995:
Issued........................... 351 323 157 119 251 373
Redeemed......................... (1,177) (839) (375) (184) (350) (410)
----------- ----- --- --- --- ---
UNITS OUTSTANDING, DECEMBER 31,
1995.............................. 4,403 2,298 650 256 853 608
----------- ----- --- --- --- ---
----------- ----- --- --- --- ---
</TABLE>
F-29
<PAGE>
PART C
OTHER INFORMATION
24A. FINANCIAL STATEMENTS
PART B: Northbrook Life Insurance Company Financial Schedules
Northbrook Variable Annuity I
24B. EXHIBITS
The following exhibits, correspond to those required by paragraph (b) of
item 24 as to exhibits in Form N-4:
<TABLE>
<S> <C>
(1) Form of Resolution of the Board of Directors of Northbrook Life Insurance Company authorizing
establishment of the Variable Annuity Account
(2) Not Applicable
(3)(a) Underwriting Agreement*
(b) Form of General Agency Agreement*
(4) Specimen Contract**
(5) Form of application for a Contract**
(6)(a) Articles of Incorporation of Northbrook Life Insurance Company*
(b) By-laws of Northbrook Life Insurance Company*
(7) Not applicable
(8) Participation Agreement***
(9) Opinion of Robert S. Seiler, Senior Vice President, Secretary and General Counsel of
Northbrook Life Insurance Company**
(10)(a) Consent of Accountants
(b) Consent of Attorneys
(11) Not applicable
(12) Form of Agreement to Purchase Shares*
(13) Performance Data Calculations***
(99) Powers of Attorney
</TABLE>
- ------------------------
* Previously filed in Form N-4 Registration Statement No. 33-35412 dated
December 31, 1996 and incorporated by reference.
** Previously filed in Form N-4 Registration Statement No. 2-82511, dated
June 15, 1990 and incorporated by reference.
*** Previously filed in Form N-4 Registration Statement No. 2-82511 dated
May 1, 1996 and incorporated by reference.
<PAGE>
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS
ADDRESS POSITION AND OFFICE WITH DEPOSITOR OF THE TRUST
- --------------------------- ------------------------------------------------------------------
<S> <C>
Louis G. Lower, II Chairman of the Board of Directors and Chief Executive Officer
Michael J. Velotta Director, Vice President, Secretary and General Counsel
Peter H. Heckman Director, President and Chief Operating Officer
Marla G. Friedman Vice President
John R. Hunter Director and Assistant Vice President
Kevin R. Slawin Director and Vice President
Casey J. Sylla Director and Chief Investment Officer
James P. Zils Treasurer
Keith Hauschildt Assistant Vice President and Controller
Sarah R. Donahue Assistant Vice President
Ronald Johnson Assistant Vice President
Barry S. Paul Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Robert N. Roeters Assistant Vice President
Theodore A. Schnell Assistant Vice President, Assistant Secretary and Assistant
Treasurer
Brenda D. Sneed Assistant Secretary and Assistant General Counsel
C. Nelson Strom Assistant Vice President and Corporate Actuary
Charles F. Thalheimer Assistant Vice President
Steven E. Shebik 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
See 10-K Commission File #1-11840, The Allstate Corporation.
27. NUMBER OF CONTRACT OWNERS
As of November 30, 1996 there were in force 632 qualified and 6,103
non-qualified contracts. The Registrant began operations on February 14, 1983.
28. INDEMNIFICATION
The Managing General Agent's Agreement (Exhibit 3(b)) has a provision in
which Northbrook Life agrees to indemnify Dean Witter Reynolds as Underwriter
for certain damages and expenses that may be caused by actions, statements or
omissions by Northbrook Life. The Agreement to Purchase Shares contains a
similar provision in paragraph 16 of Exhibit 12.
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
<PAGE>
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 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 Act and will be governed by the final adjudication of
such issue.
29A. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES
Dean Witter Distributors Inc. is the principal underwriter for the following
investment companies:
Dean Witter Liquid Asset Fund Inc.
Dean Witter Tax-Free Daily Income Trust
Dean Witter California Tax-Free Daily Income Trust
Dean Witter Retirement Series
Dean Witter Dividend Growth Securities Inc.
Dean Witter Natural Resource Development
Securities Inc.
Dean Witter World Wide Investment Trust
Dean Witter Capital Growth Securities
Dean Witter Convertible Securities Trust
Dean Witter Federal Securities Trust
Active Assets Tax-Free Trust
Active Assets Money Trust
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Dean Witter Short-Term Bond Fund
Dean Witter Mid-Cap Growth Fund
Dean Witter U.S. Government Securities Trust
Dean Witter High Yield Securities Inc.
Dean Witter New York Tax-Free Income Fund
Dean Witter Tax-Exempt Securities Trust
Dean Witter California Tax-Free Income Fund
Dean Witter Limited Term Municipal Trust
Dean Witter World Wide Income Trust
Dean Witter Utilities Fund
Dean Witter Strategist Fund
Dean Witter New York Municipal Money Market
Trust
Dean Witter Intermediate Income Securities
Prime Income Trust
Dean Witter European Growth Fund Inc.
Dean Witter Developing Growth Securities Trust
Dean Witter Precious Metal and Minerals Trust
Dean Witter Pacific Growth Fund Inc.
Dean Witter Multi-State Municipal Series Trust
Dean Witter Federal Securities Trust
Dean Witter Short-Term U.S. Treasury Trust
Dean Witter Diversified Income Trust
Dean Witter Health Sciences Trust
Dean Witter Global Dividend Growth Securities
Dean Witter American Value Fund
Dean Witter U.S. Government Money Market
Trust
Dean Witter Short-Term Income Fund Inc.
Dean Witter Premier Income Trust
Dean Witter Value-Added Market Series
Dean Witter Global Utilities Fund
Dean Witter High Income Securities
Dean Witter National Municipal Trust
Dean Witter International SmallCap Fund
Dean Witter Global Asset Allocation
Dean Witter Balanced Income Fund
Dean Witter Balanced Growth Fund
Dean Witter Hawaii Municipal Trust
Dean Witter Capital Appreciation Fund
Dean Witter Intermediate Term U.S. Treasury
Trust
Dean Witter Information Fund
Dean Witter Japan Fund
Dean Witter Income Builder Fund
Dean Witter Special Value Fund
TCW/DW Core Equity Trust
TCW/DW North American Government Income
Trust
TCW/DW Latin American Growth Fund
TCW/DW Income and Growth Fund
TCW/DW Small Cap Growth Fund
TCW/DW Balanced Fund
TCW/DW Mid-Cap Equity Trust
TCW/DW Total Return Trust
TCW/DW Global Telecom Trust
TCW/DW Stategic Income Trust
<PAGE>
29B. PRINCIPAL UNDERWRITER
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS
ADDRESS OF EACH SUCH PERSON POSITIONS AND OFFICES WITH UNDERWRITER
- ---------------------------- ------------------------------------------------------------------------------------------
<S> <C>
Dean Witter Reynolds Inc. Underwriter
("Dean Witter")
Philip J. Purcell Chairman, Chief Executive Officer and Director
Richard M. DeMartini President and Chief Operating Officer, and Director, Dean Witter Capital
James F. Higgins President and Chief Operating Officer, and Director, Dean Witter Financial
Stephen R. Miller Senior Executive Vice President and Director
Raymond J. Drop Executive Vice President
Robert J. Dwyer Executive Vice President, National Sales Director and Director
Christine A. Edwards Executive Vice President, Secretary, General Counsel and Director
Charles A. Fiumefreddo Executive Vice President and Director
Frederick J. Frohne Executive Vice President
Alfred J. Golden Executive Vice President
E. Davisson Hardman Executive Vice President
Mitchell M. Merin Executive Vice President, Chief Administrative Officer and Director
Laurence E. Mollner Executive Vice President
Jeremiah A. Mullins Executive Vice President
Richard F. Powers Executive Vice President and Director
John H. Schaefer Executive Vice President
Thomas C. Schneider Executive Vice President, Chief Financial Officer and Director
Robert B. Sculthorpe Executive Vice President
William B. Smith Executive Vice President and Director
Samuel H. Wolcott III Executive Vice President
Anthony Basile Senior Vice President
Ronald T. Carman Senior Vice President, Associate General Counsel and Assistant Secretary
Michael T. Cunningham Senior Vice President
Mary E. Curran Senior Vice President
Raymond P. Douglas Senior Vice President
Paul J. Dubow Senior Vice President and Deputy General Counsel
Michael T. Gregg Senior Vice President and Deputy General Counsel
Erick R. Holt Senior Vice President and Assistant Secretary
Birendra Kumar Senior Vice President and Treasurer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS
ADDRESS OF EACH SUCH PERSON POSITIONS AND OFFICES WITH UNDERWRITER
- ---------------------------- ------------------------------------------------------------------------------------------
<S> <C>
George R. Ross Senior Vice President
Robert P. Seass Senior Vice President
Joseph G. Siniscalchi Senior Vice President and Controller, Dean Witter Financial
Michael H. Stone Senior Vice President
Laurence Volpe Senior Vice President and Controller, Dean Witter Reynolds Inc.
and Dean Witter Capital
Lorena J. Kern Senior Vice President
Kathryn M. McNamara Senior Vice President and Director of Governmental Affairs
Michael D. Browne Assistant Secretary
Marilyn Cranney Assistant Secretary
Sheldon Curtis Assistant Secretary
Sabrina Hurley Assistant Secretary
Linda M. Butler Assistant Secretary
</TABLE>
The principal address of Dean Witter is Two World Trade Center, New York,
New York 10048.
<PAGE>
29C. COMPENSATION OF DEAN WITTER
The following commissions and other compensation were received by each
principal underwriter, directly or indirectly, from the Registrant during the
Registrant's last fiscal year:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NET COMPENSATION
UNDERWRITING OR REDEMPTION
NAME OF DISCOUNTS AND OR BROKERAGE
PRINCIPAL COMMISSIONS ANNUITIZATION COMMISSIONS COMPENSATION
- --------------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Dean Witter
Reynolds Inc. $ 276,052
</TABLE>
30. LOCATION OF ACCOUNTS AND RECORDS
Michael J. Velotta
Northbrook Life Insurance Company
3100 Sanders Road
Northbrook, Illinois 60062
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
The Registrant promises to file a post-effective amendment to this
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 space that an
applicant can check 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.
33. REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL REVENUE CODE
The Company 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.
34. REPRESENTATION REGARDING CONTRACT EXPENSES
Northbrook Life Insurance Company ("Northbrook Life") represents that the
fees and charges deducted under the Individual Variable Annuity Contracts
hereby registered by this Registration Statement, in aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Northbrook Life.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the "Act")
and the Investment Company Act of 1940, the registrant, Northbrook Variable
Annuity Account, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement 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, all in the Township of Northfield, State of Illinois, on the
23rd day of December, 1996.
NORTHBROOK VARIABLE ANNUITY ACCOUNT
(REGISTRANT)
BY: NORTHBROOK LIFE INSURANCE COMPANY
(DEPOSITOR)
(SEAL) /s/ BRENDA D. SNEED /s/ MICHAEL J. VELOTTA
Attest: ------------------------------ By: ----------------------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary and Vice President, Secretary and
Assistant General Counsel General Counsel
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been duly signed
below by the following Directors and Officers of Northbrook Life Insurance
Company on the 23rd day of December, 1996.
Chairman of the Board of
*/LOUIS G. LOWER, II Directors and Chief
- ----------------------------------- Executive Officer
Louis G. Lower, II (Principal Executive
Officer)
/s/ MICHAEL J. VELOTTA Vice President,
- ----------------------------------- Secretary, General
Michael J. Velotta Counsel and Director
**/PETER H. HECKMAN President, Chief
- ----------------------------------- Operating Officer and
Peter H. Heckman Director
*/JOHN R. HUNTER Assistant Vice
- ----------------------------------- President and
John R. Hunter Director
**/KEVIN R. SLAWIN Vice President
- ----------------------------------- and Director
Kevin R. Slawin
*/CASEY J. SYLLA
- ----------------------------------- Chief Investment Officer
Casey J. Sylla and Director
**/MARLA G. FRIEDMAN Vice President
- -----------------------------------
Marla G. Friedman
**/KAREN C. GARDNER Vice President
- -----------------------------------
Karen C. Gardner
*/JAMES P. ZILS
- ----------------------------------- Treasurer
James P. Zils
**/KEITH HAUSCHILDT
- ----------------------------------- Assistant Vice President
Keith Hauschildt and Controller, (Principal
Accounting Officer)
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
**/ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith.
<PAGE>
Form of Resolution Establishing Northbrook Variable Annuity Account
By
The Board Of Directors Of Northbrook Life Insurance Company
<PAGE>
BE IT RESOLVED, That the Company, pursuant to the provisions of Section
245.21 of the Illinois Insurance Code, hereby establishes a separate account
designated Northbrook Variable Annuity Account (hereinafter "Variable Account")
for the following use and purposes, and subject to such conditions as
hereinafter set forth.
BE IT FURTHER RESOLVED, That Variable Account shall be established for the
purpose of providing for the issuance by the Company of such variable annuity or
such other contracts ("Contracts") as the President may designate for such
purpose and shall constitute a separate account into which are allocated amounts
paid to or held by the Company under such Contracts; and
BE IT FURTHER RESOLVED, That the income, gains and loses, whether or not
realized, from assets allocated to Variable Account shall, in accordance with
the contracts, be credited to or charged against such account without regard to
other income, gains, or losses of the Company; and
BE IT FURTHER RESOLVED, That the fundamental investment policy of Variable
Account shall be to invest or reinvest the assets of Variable Account in
securities issued by investment companies registered under the Investment
company Act of 1940, as amended, as the Finance Committee may designate pursuant
to the provisions of the contracts; and
BE IT FURTHER RESOLVED, That seven investment divisions be, and hereby are,
established within Variable Account to which net payments under the Contracts
will be allocated in accordance with instructions received from contractholders,
and that the President be, and hereby is, authorized to increase or decrease the
number of investment divisions in Variable Account as deemed necessary or
appropriate; and
BE IT FURTHER RESOLVED, That each such investment division shall invest
only in the shares of a single mutual fund or a single mutual fund portfolio of
an investment company organized as a series fund pursuant to the Investment
Company Act of 1940; and
BE IT FURTHER RESOLVED, That the President and Treasurer be and they hereby
are, authorized to deposit such amount in Variable Account or in each investment
division thereof as may be necessary to appropriate to facilitate the
commencement of the Account's operations; and
BE IT FURTHER RESOLVED, That the President of the Company be, and is
hereby, authorized to change the designation of Variable Account to such other
designation as it may deem necessary or appropriate; and
-2-
<PAGE>
BE IT FURTHER RESOLVED, That the appropriate officers of the Company, with
such assistance from the Company's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) register Variable Account as a
unit investment trust under the Investment Company Act of 1940, as amended; (b)
register the Contracts in such amounts, which may be an indefinite amount, as
the officers of the Company shall from time to time deem appropriate under the
Securities Act of 1933; and (c) take all other actions which are necessary in
connection with the offering of said contracts for sale and operation of in
order to comply with the Investment Company Act of 1940, the Securities Exchange
Act of 1934, the Securities Act of 1933, and other applicable federal laws,
including the filing of any amendments to registration statements, any
undertakings, and any applications for exemptions from the Investment Company
Act of 1940 or other applicable federal laws as the officers of the Company
shall deem necessary or appropriate; and
BE IT FURTHER RESOLVED, That the President and the General Counsel, and
either of them with full power to act without the other, hereby are severally
authorized and empowered to prepare, execute and cause to be filed with the
Securities and Exchange Commission on behalf of Variable Account and by the
Company as sponsor and depositor, a Form of Notification of Registration on Form
N-8A, a Registration Statement registering Variable Account as an investment
compay under the Investment Company Act of 1940, and a Registration Statement
under the Secirities Act of 1933; and
BE IT FURTHER RESOLVED, That the appropriate officers of the Company be,
and they hereby are, authroized on behalf of Variable Account and on behalf of
the Company to take any and all action that they may deem necessary or advisable
in order to sell the Cotnracts, including any registrations, filings and
qualifications of the Company, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection thereiwth, to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which said officers or counsel of the Company may deem
necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations or
qualifications for as long as said officers or counsel deem them to be in the
best interests of Variable Account and the Company; and
BE IT FURTHER RESOLVED, That the General Counsel of the Company be, and
hereby is, authorized in the names and on behalf of Variable Account and the
-3-
<PAGE>
Company to execute and file irrevocable written consents ont he part of Variable
Account and of the Company to be used in such states wherein such consents to
service of process may be requisite under the insurance or securities laws
therein in connection with said registration or qualification of Contracts and
to appoint the appropriate state official, or such other person as may be
allowed by said insurance or securities laws, agent of Variable Account and of
the Company for the purpose of receiving and accepting process; and
BE IT FURTHER RESOLVED, That the President of the Company be, and hereby
is, authorized to establish criteria by which the Company shall institute
procedures to provide for a pass-through of voting rights to the owners of such
Contracts as required by the applicable laws with respect to securities owned by
Variable Account; and
BE IT FURTHER RESOLVED, That the President of the Company is hereby
authorized to execute such agreement or agreements on such terms and subject to
such modifications as deemed necessary or appropriate (i) with a qualified
entity that will be appointed principal underwriter and distributor for the
Contracts and (ii) with one or more qualified banks or other qualified entities
to provide administrative and/or custodial services in connection with the
establishment and maintenance of Variable Account and the design, issuance, and
administration of the Contracts; and
BE IT FURTHER RESOLVED, That since it is expected that will invest in the
securities issued by one or more investment companies, the appropriate officers
of the Company are hereby authorized to execute whatever agreement or agreements
as may be necessary or appropriate to enable such investments to be made; and
BE IT FURTHER RESOLVED, That the appropriate officers of the Company, and
each of them, are hereby authorized to execute and deliver all such documents
and papers and to do or cause to be done all such acts and things as they may
deem necessary or desirable to carry out the foregoing resolutions and the
intent and purposes thereof.
-4-
<PAGE>
EXHIBIT 10(a)
CONSENT OF ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 21 to Registration
Statement No. 2-82511 on Form N-4, of our report dated March 1, 1996
related to the financial statements of Northbrook Variable Annuity Account and
our report dated March 1, 1996 related to the financial statements and
financial statement schedule of Northbrook Life Insurance Company contained in
the Statement of Additional Information (which is incorporated by reference in
the Prospectus of Northbrook Variable Annuity Account of Northbrook Life
Insurance Company) which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Statement of Additional
Information.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
December 27, 1996
<PAGE>
CONSENT OF COUNSEL
We hereby consent to the reference to this firm under the caption "Legal
Matters" in the Statement of Additional Information forming part of Post-
Effective Amendment No. 21 to the Registration Statement on Form N-4 for
Northbrook Variable Annuity Account (File No. 2-82511).
Routier and Johnson, P.C.
By: /s/ Gregor B. McCurdy
--------------------------
Gregor B. McCurdy
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Peter H. Heckman whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and him in any and all capacities, to sign any registration statements and
amendments thereto for the Northbrook Life Insurance Company Variable Annuity
Account Contract 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 each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
December 6, 1996
-------------------------------
Date
/s/ Peter H. Heckman
--------------------------------
Peter H. Heckman
President, Chief Operating Officer
and Director
Northbrook Life Insurance Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Kevin R. Slawin whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and him in any
and all capacities, to sign any registration statements and amendments thereto
for the Northbrook Life Insurance Company Variable Annuity Account Contract 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 each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
December 6, 1996
-------------------------------
Date
/s/ Kevin R. Slawin
-------------------------------
Kevin R. Slawin
Vice President and Director
Northbrook Life Insurance Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Marla G. Friedman whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, her attorneys-in-fact, with power of substitution,
and her in any and all capacities, to sign any registration statements and
amendments thereto for the Northbrook Life Insurance Company Variable Annuity
Account Contract 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 each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
December 6, 1996
-------------------------------
Date
/s/ Marla G. Friedman
-------------------------------
Marla G. Friedman
Vice President
Northbrook Life Insurance Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Karen C. Gardner whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, her attorneys-in-fact, with power of substitution,
and her in any and all capacities, to sign any registration statements and
amendments thereto for the Northbrook Life Insurance Company Variable Annuity
Account Contract 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 each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
December 6, 1996
-------------------------------
Date
/s/ Karen C. Gardner
-------------------------------
Karen C. Gardner
Vice President
Northbrook Life Insurance Company
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY
VARIABLE ANNUITY ACCOUNT CONTRACT
Know all men by these presents that Keith Hauschildt whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of substitution,
and his in any and all capacities, to sign any registration statements and
amendments thereto for the Northbrook Life Insurance Company Variable Annuity
Account Contract 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 each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
December 17, 1996
-------------------------------
Date
/s/ Keith Hauschildt
-------------------------------
Keith Hauschildt
Assistant Vice President and Controller
Northbrook Life Insurance Company
