<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
REGISTRATION NO. 33-84480
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4[X]
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHBROOK LIFE INSURANCE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 6311
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
36-3001527
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
MICHAEL J. VELOTTA, ESQUIRE
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:
RICHARD T. CHOI, ESQ. CHRISTINE A. EDWARDS, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS DEAN WITTER REYNOLDS, INC.
1050 CONNECTICUT AVE., N.W. TWO WORLD TRADE CENTER
SUITE 825 NEW YORK, N.Y. 10048
WASHINGTON, D.C. 20006
Approximate date of commencement of proposed sale to the public: The annuity
contract covered by this registration statement is to be issued promptly and
from time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box [X].
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(800) 654-2397
GROUP AND INDIVIDUAL DEFERRED ANNUITY CONTRACTS
DISTRIBUTED BY:
DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
This Prospectus describes the group and individual Flexible Premium Deferred
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"), a wholly owned subsidiary of Morgan
Stanley Dean Witter & Co., is the principal underwriter and distributor of the
Contracts. In certain states the Contract is only available as a group Contract.
In these states a Certificate (hereinafter referred to as "Contract"), which
summarizes the provisions of the Master Group Policy issued to Dean Witter, is
issued to customers of Dean Witter.
The Contract has the flexibility to allow you to shape an annuity to fit your
particular needs. It is designed to aid you in your choice of short-term,
mid-term, or long-term financial planning and can be used for retirement
planning regardless of whether the plan qualifies for special federal income tax
treatment. Presently, the Company will accept an initial Purchase Payment of
$1,000, but reserves the right to increase this amount to no more than $4,000
($1,000 for a Qualified Contract). Additional Purchase Payments of $1,000 or
more may be added to the Contract.
Partial withdrawals and Full Surrenders under the Contract may be subject to a
Market Value Adjustment. Therefore, the Owner bears some investment risk under
the Contract.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 MAY 1, 1998.
<PAGE>
THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES. PLEASE CHECK WITH YOUR DEAN
WITTER ACCOUNT EXECUTIVE FOR AVAILABILITY IN YOUR STATE.
At least once each Contract Year, the Company will send the Owner an annual
statement that contains certain information pertinent to the individual Owner's
Contract. The annual statement details values and specific Contract data for
each Contract. The annual statement does not contain financial statements of the
Company, although the Company's financial statements are on page F-1 of this
prospectus. Our Company files annual and quarterly reports and other information
with the SEC. You may read and copy any reports, statements or other information
we file at the SEC's public reference room in Washington, D.C. You can request
copies of these documents upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available to
the public on the SEC Internet site (http://www.sec.gov).
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.
<PAGE>
TABLE OF CONTENTS
GLOSSARY PAGE
THE CONTRACTS .............................................................
The Purchase of the Contract ..............................................
The Accumulation Phase ....................................................
The Parties to the Contract ..............................................
The Death Benefit Provisions ............................................
The Payout Phase ..........................................................
AMENDMENT OF THE CONTRACTS ................................................
DISTRIBUTION OF THE CONTRACTS ..........................................
FEDERAL TAX MATTERS .....................................................
Introduction ..............................................................
Taxation of the Company ...................................................
Taxation of Annuities in General ..........................................
Qualified Plans ...........................................................
Types of Qualified Plans ................................................
Income Tax Withholding ...................................................
THE COMPANY ...............................................................
Business ..................................................................
Reinsurance Agreement .....................................................
Investments by the Company ................................................
SELECTED FINANCIAL DATA
NORTHBROOK LIFE INSURANCE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................
COMPETITION ...............................................................
EMPLOYEES .................................................................
PROPERTIES ................................................................
STATE AND FEDERAL REGULATION ..............................................
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY ..........................
EXECUTIVE COMPENSATION ...................................................
LEGAL PROCEEDINGS .........................................................
EXPERTS ...................................................................
LEGAL MATTERS .............................................................
FINANCIAL STATEMENTS ...................................................... F-1
APPENDIX A ................................................................ A-1
<PAGE>
GLOSSARY
Account Value--The Account Value is the sum of all Sub-Account Values.
Accumulation Phase--The Accumulation Phase is the first of two phases in the
life of the Contract. The Accumulation Phase begins on the Issue Date. The
Accumulation Phase will continue until the Payout Start Date, unless the
Contract is terminated before that date.
Adjusted Account Value--The Account Value adjusted by the Market Value
Adjustment less any applicable taxes. The Adjusted Account Value is only used in
the Payout Phase.
Age--Age on last birthday.
Annuitant--The person designated in the Contract whose life determines the
duration of Income Payments involving life contingencies. The Annuitant includes
any Joint Annuitant.
Automatic Additions--Additional Purchase Payments of $1000 or more which are
made automatically from the Owner's bank account or Dean Witter Active
Assets(TM) Account. Automatic Additions are available monthly, quarterly,
semi-annually and annually.
Automatic Laddering Program--A program which allows the Owner to choose, in
advance, one renewal Guarantee Period for all renewing Sub-Accounts. The Owner
can participate in the Automatic Laddering Program at any time during the
Accumulation Phase, including on the Issue Date. The Automatic Laddering Program
automatically continues and the Owner can discontinue participation upon written
notice to the Company.
Beneficiary--The person(s) designated in the Contract who, during the
Accumulation Phase, after the death of all Owners, may elect to receive the
Death Benefit or continue the Contract. If the sole surviving Owner dies after
the Payout Start Date, the Beneficiary will receive any guaranteed Income
Payments scheduled to continue.
Cash Surrender Value--The Cash Surrender Value is the Account Value adjusted by
any applicable Market Value Adjustment less any applicable Withdrawal Charges
and premium tax.
Company--The issuer of the Contract, Northbrook Life Insurance Company, is a
wholly owned subsidiary of Allstate Life Insurance Company, a wholly owned
subsidiary of Allstate Insurance Company ("Allstate").
Allstate is a wholly owned subsidiary of The Allstate Corporation.
Contract/Certificate--The Northbrook Life Insurance Company flexible premium
deferred annuity contract, known as "The Custom Annuity Plus," that is described
in this prospectus.
Date of Death--The date that an Owner and/or Annuitant dies.
Death Benefit--The Death Benefit is the greater of: (1) the Account Value or (2)
the Cash Surrender Value.
Due Proof of Death--one of the following:
(a) A certified copy of a death certificate.
(b) A certified copy of a decree of a court of competent jurisdiction as
to the finding of death.
(c) Any other proof satisfactory to the Company.
Full Surrender--Termination of the Contract.
Guarantee Period--A period of years for which a specified effective annual
interest rate is guaranteed.
Income Payments--A series of periodic payments under an Income Plan. Income
Payments are made by the Company to the Owner during the Payout Phase of the
Contract.
<PAGE>
Income Plan--A plan which provides Income Payments during the Payout Phase of
the Contract.
Issue Date--The date the Contract becomes effective.
Joint Annuitant--The person, along with the Annuitant, whose life determines the
duration of Income Payments under a joint and last survivor annuity.
Market Value Adjustment--The Market Value Adjustment is the adjustment made to
the money distributed prior to the end of the Guarantee Period from one or more
Sub-Accounts under the Contract to reflect the impact of changes in interest
rates between the time each Sub-Account was established and the time of
distribution.
Non-Qualified Contracts--Contracts that do not qualify for special federal tax
treatment.
Owner--With respect to individual Contracts, the person designated as the Owner
in the Contract. With respect to group Contracts, the person designated as the
Owner in a group Certificate. The Owner will receive the Death Benefit upon the
death of the Annuitant, who is not also an Owner.
Partial Withdrawal--Disbursement of a portion of the Account Value.
Payout Phase--The Payout Phase is the second of the two phases in the life of
the Contract. It begins on the Payout Start Date.
Payout Start Date--The date Income Payments are to begin under the Contract.
Preferred Withdrawal Amount--A portion of the Account Value which may be
annually withdrawn from each Sub-Account without incurring a Withdrawal Charge
or a Market Value Adjustment.
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.
Sub-Accounts--Sub-Accounts are distinguished by Guarantee Period(s) and the
dates the period(s) begins. Sub-Accounts are established when Purchase Payments
are made; and when previous Sub-Accounts expire and a new Guarantee Period is
selected.
Sub-Account Value--The Sub-Account Value is the accumulation of funds allocated
to that Sub-Account and interest credited less any amounts withdrawn.
Systematic Withdrawals--Periodic Partial Withdrawals of $100 or more may be
deposited in a bank account or a Dean Witter Active Assets(TM) Account.
Systematic Withdrawals are available monthly, quarterly, semi-annually and
annually.
Withdrawal Charge--The charge that will be assessed by the Company on Full
Surrenders or Partial Withdrawals in excess of the Preferred Withdrawal Amount.
<PAGE>
THE CONTRACTS
THE PURCHASE OF THE CONTRACT
1. WHAT IS THE PURPOSE OF THE CONTRACT?
The Contract described in this Prospectus is designed to aid you in your choice
of short-term, mid-term, or long-term financial planning and can be used for
retirement planning regardless of whether the plan qualifies for special federal
income tax treatment. The Contract has an Accumulation Phase and a Payout Phase.
The Accumulation Phase is the first of the two phases and begins on the Issue
Date and continues until the Payout Start Date. During the Accumulation Phase,
interest is credited to the Purchase Payment(s) and both a cash withdrawal
benefit and a Death Benefit are available. The Payout Phase begins on the Payout
Start Date and provides Income Payments under an Income Plan. The Payout Phase
continues until the Company makes the last payment as provided by the Income
Plan.
2. HOW IS A CONTRACT PURCHASED?
You can purchase a Contract by submitting a Purchase Payment to an Account
Executive of Dean Witter, the principal underwriter of the Contracts. Presently,
the Company will accept an initial Purchase Payment of $1,000, but reserves the
right to increase this amount to no more than $4,000 ($1,000 for a Qualified
Contract). The Owner must select the Guarantee Period(s) in which to allocate
the Purchase Payment. Additional Purchase Payments of $1,000 or more may be
added to the Contract. Guarantee Periods will be offered at the Company's
discretion and may range from one to ten years. No less than $1,000 may be
allocated to any one Guarantee Period. The Company will apply Purchase Payments
to the Contract within seven days of the receipt of the Purchase Payment and
required issuing information. The Company reserves the right to limit or
increase the amount of Purchase Payments it will accept.
3. DOES THIS CONTRACT HAVE A FREE-LOOK PROVISION?
Yes. The Owner may cancel the Contract anytime within 20 days after the receipt
of the Contract, or longer if required by state law, and receive a full refund
of the entire Purchase Payment.
4. CAN ADDITIONS BE MADE TO THE CONTRACT AFTER THE INITIAL PURCHASE PAYMENT?
Yes, additional Purchase Payments may be made at any time during the
Accumulation Phase of the Contract. Subsequent Purchase Payments must be at
least $1,000 and may be made from a bank account or a Dean Witter Active
Assets(TM) Account through Automatic Additions (the Automatic Additions Program
is not available for Qualified Contracts issued pursuant to a Dean Witter
Custodial Account). For each Purchase Payment, the Owner must select a Guarantee
Period(s) to which the Purchase Payment will be allocated. The Company reserves
the right to limit the number of additional purchase payments.
5. ONCE A CONTRACT IS PURCHASED, HOW IS THE OWNER INFORMED AS TO THE STATUS OF
THE CONTRACT?
There are several ways an Owner may receive information about the Contract. At
least once a year, prior to the Payout Start Date, the Owner will be sent a
statement containing Account Value information of the Contract. The Owner may
also direct questions about the Contract to his/her Dean Witter Account
Executive. Another option the Owner has is to call the Company's customer
support unit directly at 1-800-654-2397.
THE ACCUMULATION PHASE
6. HOW IS INTEREST CREDITED TO THE CONTRACT?
Interest will be credited to initial Purchase Payments from the Issue Date.
Interest will be credited to subsequent Purchase Payments from the date of
receipt. No deductions are made from Purchase Payments. Therefore, the full
amount of every Purchase Payment is invested in a Sub-Account for accumulation
of interest. Interest is credited daily to each Guarantee Period in the Contract
and is based upon the interest rate of the Guarantee Period which has been
chosen.
The following example illustrates how a Sub-Account Value would grow given an
assumed Purchase Payment, Guarantee Period, and effective annual interest rate.
The effective annual interest rate is defined as the yield resulting when
interest credited at the underlying daily rate has compounded for a full year.
<PAGE>
EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD
Purchase Payment:...................................................$10,000.00
Guarantee Period:................................................... 5 years
Effective Annual Rate:.............................................. 4.50%
<TABLE>
<CAPTION>
END OF CONTRACT YEAR:
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Beginning Account Value $10,000.00
x (1 + Effective Annual Rate) 1.045
----------
$10,450.00
----------
Account Value at end of Contract $10,450.00
year 1 x (1 + Effective Annual Rate) 1.045
----------
$10,920.25
----------
Account Value at end of Contract $10,920.25
year 2 x (1 + Effective Annual Rate) 1.045
----------
$11,411.66
----------
Account Value at end of Contract $11,411.60
year 3 x (1 + Effective Annual Rate) 1.045
----------
$11,925.19
----------
Account Value at end of Contract $11,925.19
year 4 x (1 + Effective Annual Rate) 1.045
----------
$12,461.82
----------
Total Interest Credited in Guarantee Period: $2,461.82 ($12,461.82 - $10,000.00)
</TABLE>
NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A Market Value Adjustment and Withdrawal Charge would
apply to any such interim withdrawal in excess of the Preferred Withdrawal
Amount. The hypothetical interest rates are for illustrative purposes only and
are not intended to predict future interest rates to be declared under the
Contract. Actual interest rates declared for any given Guarantee Period may be
more or less than those shown.
The Company has no specific formula for determining the rate of interest that it
will declare initially or in the future. Such interest rates will be reflective
of investment returns available at the time of the determination. In addition,
the management of the Company may also consider various other factors in
determining interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by the Company, general economic
trends, and competitive factors.
THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO THE
INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT NOR GUARANTEE
FUTURE INTEREST RATES TO BE DECLARED.
<PAGE>
7. WHAT HAPPENS TO THE SUB-ACCOUNT VALUE AT THE END OF A GUARANTEE PERIOD?
Prior to the end of a Guarantee Period, a notice will be mailed to the Owner
outlining the options available at the end of a Guarantee Period. Within 30 days
after the end of a Guarantee Period the Owner may:
- take no action and the Company will automatically renew the
Sub-Account Value to a Guarantee Period of the same duration to be
established on the day the previous Guarantee Period expired; or
- notify the Company to apply the Sub-Account Value to a Guarantee
Period of a new duration to be established on the day the previous
Guarantee Period expired; or
- receive a portion of the Sub-Account Value or the entire Sub-Account
Value through a partial or full withdrawal without incurring a
Withdrawal Charge or Market Value Adjustment. In this case, the amount
withdrawn will be deemed to have been renewed at the shortest
Guarantee Period then being offered with current interest credited
from the date the Guarantee Period expired.
8. IS IT POSSIBLE TO PRESELECT A RENEWAL GUARANTEE PERIOD AT THE POINT OF
PURCHASE?
Yes. The Automatic Laddering Program allows the Owner to choose, in advance, one
renewal Guarantee Period for all renewing Sub-Accounts. The Owner can select the
Automatic Laddering Program at any time during the Accumulation Phase, including
on the Issue Date. The Automatic Laddering Program will continue until the Owner
gives written notice to the Company.
9. CAN A PARTIAL WITHDRAWAL OR A FULL SURRENDER BE TAKEN AT ANY TIME?
Yes. As long as the Contract is still in the Accumulation Phase and has not
entered the Payout Phase, the Owner may withdraw money from the Contract or
surrender the Contract at any time (a Withdrawal Charge, a Market Value
Adjustment and taxes may apply, including a 10% penalty tax for withdrawals
prior to the Owner attaining age 59 1/2). Partial Withdrawals may be taken
automatically through Systematic Withdrawals (a Dean Witter Account Executive
should be consulted for information regarding Systematic Withdrawals). The Owner
must specify the Sub-Account from which the withdrawal will be taken. If any
Partial Withdrawal reduces a Sub-Account Value to less than $1,000, the
withdrawal will be treated as a request to withdraw the entire Sub-Account
Value. The Company may defer payment of any Partial Withdrawal or Full Surrender
for a period not exceeding six months from the date of the receipt of the
request.
10. IF A PARTIAL WITHDRAWAL OR FULL SURRENDER IS REQUESTED, HOW IS THE AMOUNT
RECEIVED DETERMINED?
The main component in determining the amount received by the Owner is the amount
which was requested; however, there may be adjustments to the requested amount.
A Withdrawal Charge may reduce the amount requested. A Market Value Adjustment
may apply which may reduce or increase the amount requested. Premium taxes and
federal income tax withholding may apply and would reduce the amount requested.
In summary:
The amount received by the Owner under a Partial Withdrawal or Full Surrender
request equals the amount requested less a Withdrawal Charge (if applicable)
plus or minus a Market Value Adjustment (if applicable) less premium taxes and
withholding (if applicable).
The questions which follow further clarify the components used in determining
the amount received upon a Partial Withdrawal or Full Surrender.
<PAGE>
11. UPON A FULL SURRENDER OF THE ENTIRE CONTRACT, IS IT POSSIBLE THAT THE MARKET
VALUE ADJUSTMENT AND WITHDRAWAL CHARGE COULD CAUSE THE AMOUNT RECEIVED TO BE
LESS THAN THE INITIAL PURCHASE PAYMENT AND ANY SUBSEQUENT PURCHASE PAYMENTS?
No. This Contract contains a return of Purchase Payment guarantee which states
the amount received upon a Full Surrender is guaranteed never to be less than
the sum of the initial and any subsequent Purchase Payments less amounts
previously received (prior to withholding and the deduction of any taxes if
applicable). To the extent that premium taxes are assessed against the Contract
or income tax is withheld, the amount received upon a Full Surrender may be less
than the initial and any subsequent Purchase Payments.
The renewal of any individual Sub-Account(s) within the entire Contract does not
in any way change the return of Purchase Payment guarantee provided by this
Contract. Upon Sub-Account renewal the return of Purchase Payment guarantee will
not be adjusted to include any accrued interest, but will continue to apply to
the initial and any subsequent Purchase Payments.
12. UPON A PARTIAL WITHDRAWAL OR FULL SURRENDER, IS THE ENTIRE AMOUNT REQUESTED
SUBJECT TO A WITHDRAWAL CHARGE AND A MARKET VALUE ADJUSTMENT?
No. Only amounts in excess of any remaining Preferred Withdrawal Amount within a
Sub-Account will be subject to a Withdrawal Charge and a Market Value
Adjustment. A Preferred Withdrawal Amount is available in every Sub-Account year
of a Guarantee Period and is equal to 10% of the Purchase Payment allocated to
the Guarantee Period. Any unused Preferred Withdrawal Amount in a Sub-Account
year may not be used to increase the Preferred Withdrawal Amount in a subsequent
Sub-Account year nor may it be used to increase the Preferred Withdrawal Amount
in another Guarantee Period.
In addition to the Preferred Withdrawal Amount, any amounts withdrawn from
Sub-Accounts which are within the first 30 days of their renewal Guarantee
Periods will be completely free from any Withdrawal Charge and Market Value
Adjustment.
13. WHAT IS THE WITHDRAWAL CHARGE UPON A PARTIAL WITHDRAWAL OR FULL SURRENDER?
The Withdrawal Charge is 6% of all amounts withdrawn or surrendered which are
not exempt from the charge as discussed in question 12, above.
14. WHAT IS THE MARKET VALUE ADJUSTMENT UPON A PARTIAL WITHDRAWAL OR FULL
SURRENDER?
The Market Value Adjustment will be applied to all amounts withdrawn or
surrendered which are not exempt from adjustment as discussed in question 12.
The Market Value Adjustment is to reflect the relationship between the current
effective annual interest rate for the duration remaining in the Guarantee
Period at the time of the request for Partial Withdrawal or Full Surrender, and
the effective annual interest rate guaranteed for that Sub-Account. Since
current interest rates are based, in part, upon investment yields available at
the time, the effect of the Market Value Adjustment will be closely related to
the levels of such yields. As such, the Owner bears some investment risk under
the Contract.
It is possible, therefore, that, should such yield increase significantly from
the time the Purchase Payment was made, coupled with the application of the
Withdrawal Charge, less premium taxes and withholding (if applicable), the
amount received by the Owner upon Full Surrender of the Contract would be less
than the Purchase Payments plus interest at the minimum guaranteed interest rate
under the Contract. HOWEVER, THE COMPANY GUARANTEES THAT THE AMOUNT RECEIVED
UPON SURRENDER WILL BE AT LEAST EQUAL TO THE PURCHASE PAYMENTS LESS ANY PRIOR
PARTIAL WITHDRAWALS.
<PAGE>
Generally, if the effective annual interest rate for the Sub-Account is lower
than the applicable current effective annual interest rate (interest rate for a
duration equal to the time remaining in the Sub-Account), then the Market Value
Adjustment will result in a lower payment upon Partial Withdrawal or Full
Surrender. Similarly, if the effective annual interest rate for the Sub-Account
is higher than the applicable current effective annual interest rate, then the
Market Value Adjustment will result in a higher payment upon Partial Withdrawal
or Full Surrender.
For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the Company's effective annual rate for that
duration is 4.50%. Assume that at the end of 3 years, the Owner makes a Partial
Withdrawal. If the current interest rate for the 2 year Guarantee Period is
4.80%, then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to the Owner upon a Partial Withdrawal.
Similarly, if the current interest rate for a 2 year Guarantee Period is 4.20%,
then the Market Value Adjustment will be positive, which will result in an
increase in the amount payable to the Owner upon the Partial Withdrawal.
The formula for calculating the Market Value Adjustment is set forth in Appendix
A of this prospectus, which also contains additional illustrations of the
application of the Market Value Adjustment.
15. THE IRS REQUIRES ANNUAL WITHDRAWALS TO BE TAKEN FROM QUALIFIED CONTRACTS
UPON ATTAINMENT OF AGE 70 1/2. WILL THESE WITHDRAWALS INCUR WITHDRAWAL CHARGES
AND MARKET VALUE ADJUSTMENTS?
No. Both the Withdrawal Charge and Market Value Adjustment will be waived on
withdrawals taken to satisfy IRS required distribution rules for this Contract.
16. WHAT ARE THE TAX IMPLICATIONS ASSOCIATED WITH THE CONTRACT?
It varies based upon the Owner's circumstances. Generally, the two areas which
may give rise to a taxable situation are personal federal and state in- come
taxation and taxation of the Company.
With respect to personal federal and state income tax, an annuity contract Owner
who is a natural person is not taxed on increases in the Account Value until a
distribution occurs. For federal income tax purposes, distributions include the
receipt of proceeds from loans and an assignment or pledge of any portion of the
value of the Contract, as well as withdrawals, Income Payments, or Death
Benefits. In addition, personal federal and state income tax withholding may be
deducted from Partial Withdrawal and Full Surrender payments.
Amounts withheld for personal taxes do not necessarily represent the Owner's
entire income tax liability.
With respect to taxation of the Company, premium taxes and other applicable
taxes imposed on the Company may be deducted from the Contract's Purchase
Payment or Account Value upon Full Surrender or annuitization of the Contract.
Current premium tax rates range from 0 to 3.5%, but are subject to change by
state regulation.
There are several exceptions to the above generalizations. More complete
information can be found in the "Federal Tax Matters" section found on page __
of this prospectus.
<PAGE>
THE PARTIES TO THE CONTRACT
17. WHAT RIGHTS DOES AN OWNER HAVE IN THIS CONTRACT?
This Contract offers the Owner several rights. The Owner may:
- receive any withdrawals or periodic Income Payments from the Contract,
unless the Owner has directed the Company to pay them to someone else;
- name and change the Owner, Beneficiary, and Annuitant. (Annuitant can
only be changed if the Owner is a natural person);
- assign interest in the Contract;
- elect a Death Benefit option upon death of a co-owner or Annuitant;
and
- terminate the Contract.
The above may be subject to the rights of any irrevocable Beneficiary.
18. WHAT PURPOSE DOES THE ANNUITANT SERVE?
The Annuitant's life determines the latest Payout Start Date and the amount of
the Income Payments which will begin on the Payout Start Date. This Contract
requires an Annuitant at all times during the Accumulation Phase and on the
Payout Start Date. The Annuitant must be a natural person. A Death Benefit may
be payable upon the death of the Annuitant.
19. WHO IS THE BENEFICIARY TO THE CONTRACT?
The Beneficiary varies based upon who the Owner is, and the designation of the
parties to the Contract by the Owner.
If the Owner is a natural person, the Beneficiary will be determined from the
most recent written request of the Owner. If the Owner does not name a
Beneficiary or if the Beneficiaries named are no longer living, the Beneficiary
will be:
- the Owner's spouse if living;
- otherwise, the Owner's children, equally, if living;
- otherwise, the Owner's estate.
If the Owner is a grantor trust, then the Beneficiary will be that same grantor
trust. If the Owner is a non-natural person other than a grantor trust, the
Owner is also the Beneficiary, unless a different Beneficiary has been named.
20. WHAT PURPOSE DOES THE BENEFICIARY SERVE?
The Beneficiary becomes the new Owner if the sole surviving Owner dies prior to
the Payout Start Date. If the sole surviving Owner dies after the Payout Start
Date, the Beneficiary will receive any guaranteed Income Payments scheduled to
continue.
THE DEATH BENEFIT PROVISIONS
21. UPON DEATH OF THE OWNER, WHO IS THE NEW OWNER OF THE CONTRACT?
The new Owner is any surviving joint Owner(s) or if none, the Beneficiary(ies).
<PAGE>
22. UPON DEATH OF THE OWNER, WHAT OPTIONS DOES THE NEW OWNER HAVE?
In most cases, the new Owner of the Contract has the following three options:
- receive the Cash Surrender Value within 5 years of the date of death;
or
- receive the Death Benefit in a lump sum. The Death Benefit is equal to
the greater of the Account Value or the Cash Surrender Value; or
- apply the Death Benefit to an Income Plan with Income Payments
beginning within one year of the Date of Death. Income Payments must
be made over the life of the new Owner, or a period not to exceed the
life expectancy of the new Owner.
If the new Owner is the spouse of the deceased Owner, the new Owner may elect to
continue the Contract. See question 23, below.
If the new Owner is a non-natural person (other than a grantor trust), then the
Owner must receive the Death Benefit in a lump sum.
Deaths should be reported to the Company as quickly as possible. If the Company
is not notified within 180 days of the date of death, the only option available
to the new Owner is to receive the Cash Surrender Value within 5 years of the
date of death. Any remaining funds will be distributed at the end of the 5-year
period. The Company is currently waiving the 180 day limitation. The Company
reserves the right to enforce the limitation in the future. The Contract should
be referred to for the conditions and stipulations which apply to each of the
above options.
23. FOR A CONTRACT WITH SPOUSAL CO-OWNERS, WHAT HAPPENS TO THE CONTRACT UPON THE
DEATH OF ONE OF THE SPOUSES?
In addition to the options available in question 22, a surviving spousal Owner
has the following additional options:
- continue the Contract as if the death had not occurred; and
- if the Contract is continued, one withdrawal within the year of death
is allowed which will not be assessed a Withdrawal Charge (a Market
Value Adjustment will apply). The amount which may be withdrawn is
limited only by the amount of the available Death Benefit.
24. IF THE OWNER IS NOT THE ANNUITANT AND THE ANNUITANT DIES, WHAT HAPPENS TO
THE CONTRACT?
In most cases, the Owner has the following three options:
- continue the Contract as if the death had not occurred. The new
Annuitant will be the youngest Owner unless the Owner names a
different Annuitant; or
- receive the Death Benefit in a lump sum. The Death Benefit is equal to
the greater of the Account Value or the Cash Surrender Value; or
- apply the Death Benefit to an Income Plan.
Deaths should be reported to the Company as quickly as possible. If the Company
is not notified within 180 days of the date of death, the only option available
to the Owner is to continue the Contract as if the death had not occurred. The
Company is currently waiving the 180 day limitation. The Company reserves the
right to enforce the limitation in the future. The Contract should be referred
to for the conditions and stipulations which apply to each of the above options.
<PAGE>
THE PAYOUT PHASE
25. WHAT IS THE PAYOUT START DATE?
This is the date on which the Accumulation Phase ceases and the Payout Phase
begins. During the Payout Phase, the Owner receives Income Payments, based upon
an Income Plan selected by the Owner, from the Contract. The Payout Phase will
continue until the Company makes the last payment as provided by the Income Plan
chosen. The Owner may change the Payout Start Date at any time by notifying the
Company in writing of the change at least 30 days before the scheduled Payout
Start Date. The Payout Start Date must be at least one month after the Issue
Date and on or before the later of:
- the Annuitant's 90th birthday; or
- the 10th anniversary of the Contract's Issue Date.
Unless the Owner notifies the Company in writing requesting an earlier date, the
Payout Start Date will be the latest permissible date as outlined above. The
owner of a Qualified contract may be limited by the Plan under which the
contract is issued with regard to a Payout Start Date after age 70 1/2.
26. WHAT TYPES OF INCOME PLANS ARE AVAILABLE IN THE CONTRACT?
Income Payments are made under an Income Plan which may be chosen by the Owner.
The types of Income Plans which are available are as follows:
- Life income with or without guaranteed payments. If the Annuitant dies
before all the guaranteed payments have been made, the remainder of
the guaranteed payments will be made to the Owner; or
- Joint and survivor life income with or without guaranteed payments. If
both the Annuitant and Joint Annuitant die before all the guaranteed
payments have been made, the remainder of the guaranteed payments will
be made to the Owner; or
- Guaranteed payments for a specified period. Payments under this option
do not depend on the continuation of the Annuitant's life.
Any period for which payments are guaranteed may range from 60 to 360 months. If
any Owner dies, guaranteed Income Payments will continue as scheduled. Up to 30
days before the Payout Start Date, the Owner may change the Income Plan or
request any other form of Income Plan agreeable to both the Company and the
Owner. If the Company does not receive a written choice from the Owner, the
Income Plan will be life income with 120 monthly payments guaranteed. If an
Income Plan is chosen which depends on the Annuitant's or Joint Annuitant's
life, proof of age will be required before Income Payments begin. The Company
reserves the right to make other Income Plans available.
27. HOW ARE THE INCOME PAYMENTS FROM AN INCOME PLAN DETERMINED?
To determine the Income Payments, the Adjusted Account Value will be applied to
the greater of:
- payment plan rates declared by the Company; or
- guaranteed payment plan rates as described in the Contract.
<PAGE>
If the Adjusted Account Value is less than $2000, or if the monthly Income
Payments determined under the Income Plan are less than $20, the Company may pay
the Adjusted Account Value in a lump sum or change the payment frequency to an
interval which results in Income Payments of at least $20.
The Contracts are based on life annuity tables that provide for different
benefit payments to men and women of the same age (except in states which
require unisex annuity tables). 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 dollar amount of Income Payments is generally affected by the duration of
the Income Plan selected. For example, if an Income Plan guaranteed for life is
chosen, the Income Payments may be greater or lesser than Income Payments under
an Income Plan for a specified period depending on the life expectancy of the
Annuitant. Also, the Company may require proof that the Annuitant or Joint
Annuitant is still alive before the Company makes each payment that depends on
their continued life.
28. CAN PARTIAL WITHDRAWALS BE TAKEN FROM THE CONTRACT OR CAN THE CONTRACT BE
SURRENDERED ONCE IT HAS ENTERED THE PAYOUT PHASE?
No. After the Adjusted Account Value has been applied to an Income Plan on the
Payout Start Date, the Income Plan can not be changed, the exchange of the
Adjusted Account Value for an Income Plan can not be reversed, and no
withdrawals can be made.
AMENDMENT OF THE CONTRACTS
The Company reserves the right to amend the Contracts to meet the requirements
of applicable federal or state laws or regulations. The Company will notify the
Owner of any such amendments.
DISTRIBUTION OF THE CONTRACTS
The Contracts will be distributed exclusively by Dean Witter, which serves as
the principal underwriter of the Contracts under a General Agency Agreement with
the Company. Dean Witter is a wholly owned subsidiary of Morgan Stanley Dean
Witter & Co. ("Dean Witter & Co"). 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.
The Company may pay up to a maximum sales commission of 8% both upon sale of the
Contract and upon renewal of a Guarantee Period. In addition, sale of the
Contract may count toward incentive program awards for the Account Executive.
The General Agency Agreement between the Company and Dean Witter provides that
the Company will indemnify Dean Witter for certain damages that may be caused by
actions, statements or omissions by the Company.
<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 THE 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.
TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL
In general, an annuity contract owned by a natural person is not taxed on
increases in the contract value until a distribution occurs. Annuity contracts
owned by non-natural persons are generally 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 exceptions to the non-natural owner rule and you should discuss these with
your tax advisor.
DELAYED MATURITY DATES
If the contract's scheduled maturity date is at a time when the annuitant has
reached an advanced age, it is possible that the contract would not be treated
as an annuity. In that event, the income and gains under the contract would be
currently includible in the owner's income.
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, without regard to any
surrender charges, exceeds the investment in the contract The contract value is
the sum of all sub-account values. The investment in the contract is the gross
premium or other consideration paid for the contract reduced by any amounts
previously received from the contract to the extent such amounts were properly
excluded from gross income. No matter which sub-account a withdrawal is made
from, all sub-account values are combined and the total contract value is used
to determine the amount of taxable income. 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. No definite guidance exists on the proper
tax treatment of Market Value Adjustments and you should contact a competent tax
advisor with respect to the potential tax consequences of a Market Value
Adjustment. 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.
<PAGE>
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 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.
Once the total amount of the investment in the contract is excluded using this
ratio, the annuity payments are fully taxable. If annuity payments cease because
of the death of the annuitant before the total amount of the investment in the
contract is recovered, the unrecovered amount will be allowed as a deduction to
the annuitant for his last taxable year.
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 date the owner attains age 59 1/2. However, there
should be no penalty tax on distributions to owners: (1) made on or after the
date 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 from qualified contracts. Consult a competent tax advisor for
other possible exceptions to the penalty tax.
AGGREGATION OF ANNUITY CONTRACTS
All non-qualified deferred 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.
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 nonnatural person, then the annuitant will be treated as the owner
for purposes of applying the distribution at death rules. Also, a change of
annuitant on a contract owned by a nonnatural person will be treated as the
death of the owner.
<PAGE>
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.
ROTH INDIVIDUAL RETIREMENT ANNUITIES
Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth Individual
Retirement Annuity. Roth Individual Retirement Annuities are subject to
limitations on the amount that can be contributed and on the time when
distributions may commence. "Qualified distributions" from Roth Individual
Retirement Annuities are not includible in gross income. "Qualified
distributions" are any distributions made more than five taxable years after the
taxable year of the first contribution to the Roth Individual Retirement
Annuity, and which are made on or after the date the individual attains age 59
1/2 , made to a beneficiary after the owner's death, attributable to the owner
being disabled or for a first time home purchase (first time home purchases are
subject to a lifetime limit of $10,000). "Nonqualified distributions" are
treated as made from contributions first and are includible in gross income to
the extent such distributions exceed the contributions made to the Roth
Individual Retirement Annuity. The taxable portion of a "nonqualified
distribution" may be subject to the 10% penalty tax on premature distributions.
Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The taxable portion of a conversion or rollover distribution is
includible in gross income, but is exempted from the 10% penalty tax on
premature distributions.
SIMPLIFIED EMPLOYEE PENSION PLANS
Section 408(k) of the Code allows employers to establish simplified employee
pension plans for their employees using the employees' Individual Retirement
Annuities if certain criteria are met. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to their Individual Retirement Annuities.
SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)
Sections 408(p) and 401(k) of the Code allow employers with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's Individual
Retirement Annuity to hold the assets or as a Section 401(k) qualified cash or
deferred arrangement. In general, a SIMPLE plan consists of a salary deferral
program for eligible employees and matching contributions made by employers.
Employers intending to use the contract in conjunction with SIMPLE plans should
seek competent tax and legal advice.
<PAGE>
TAX SHELTERED ANNUITIES
Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers purchase annuity contracts for them, and subject
to certain limitations, to exclude the purchase payments from the employees'
gross income. An annuity contract used for a Section 403(b) plan must provide
that distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
on or after the date the employee attains age 59 1/2, separates from service,
dies, becomes disabled or on the account of hardship (earnings on salary
reduction contributions may not be distributed for hardship).
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Sections 401(a) and 403(a) of the Code permit corporate employers to establish
various types of tax favored retirement plans for employees. The Self-Employed
Individuals Retirement Act of 1962, as amended, (commonly referred to as "H.R.
10" or "Keogh") permits self-employed individuals to establish tax favored
retirement plans for themselves and their employees. Such retirement plans may
permit the purchase of annuity contracts in order to provide benefits under the
plans.
STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED COMPENSATION
PLANS
Section 457 of the Code permits employees of state and local governments and
tax-exempt organizations to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. To the extent the contracts are used in connection with an
eligible plan, employees are considered general creditors of the employer and
the employer as owner of the contract has the sole right to the proceeds of the
contract. Generally, under the non-natural owner rules, such contracts are not
treated as annuity contracts for federal income tax purposes. However, under
these plans, contributions made for the benefit of the employees will not be
includible in the employees' gross income until distributed from the plan.
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 con- tracts
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.
<PAGE>
THE COMPANY
BUSINESS
Incorporated in 1978 as a stock life insurance company under the laws of the
State of Illinois, the Company has done business continuously since that time as
"Northbrook Life Insurance Company." The Company issues group and individual
annuities and life insurance.
The Company is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws of
Illinois. Allstate Life is a wholly owned subsidiary of Allstate Insurance
Company ("Allstate"), a stock property-liability 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"). 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.
REINSURANCE AGREEMENT
The Company and Allstate Life entered into a reinsurance agreement, effective
December 31, 1987, under which the Company reinsures all of its business with
Allstate Life. Under the reinsurance agreement, Purchase Payments under general
account contracts are transferred to and become invested with the assets of
Allstate Life, which accepts 100% of the liability under such contracts. (See,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", pg. __). However, the obligations of Allstate Life under the
reinsurance agreement are to the Company; the Company remains the sole obligor
under the Contracts to the Owners. Because the reinsurance obligations of
Allstate Life to the Company would be subordinated by operation of current state
insurance rehabilitation and liquidation laws to the obligations of Allstate
Life to its direct policyholders, Allstate Life has established a trust
arrangement involving the pledge of assets for the benefit of the Company, in an
amount at least equal to the net statutory reserves under the Contracts, under
the terms of which legal title to such assets would transfer to the Company in
the event that Allstate Life should become impaired or insolvent. Such
arrangement should have the effect of avoiding the risk of subordination by
operation of state insurance rehabilitation and liquidation laws.
INVESTMENTS BY THE COMPANY
The Company's general account assets, like the general account assets of other
insurance companies including Allstate Life, must be invested in accordance with
applicable state laws. These laws govern the nature and quality of investments
that may be made by life insurance companies and the percentage of their assets
that may be committed to any particular type of investment. In general, these
laws permit investments, within specified limits and subject to certain
qualifications, in federal, state, and municipal obligations, corporate bonds,
preferred stocks, real estate mortgages, real estate and certain other
investments. All of the Company's general account assets are available to meet
the Company's obligations.
The Company will primarily invest its general account assets in investment-grade
fixed income securities including the following:
Securities issued by the United States Government or its agencies or
instrumentalities, which may or may not be guaranteed by the United States
Government;
Debt instruments, including, but not limited to, issues of or guaranteed by
banks or bank holding companies, and of corporations, which are deemed by the
Company's management to have qualities appropriate for inclusion in this
portfolio;
<PAGE>
Commercial mortgages, mortgage-backed securities collateralized by real estate
mortgage loans, or securities collateralized by other assets, that are insured
or guaranteed by the Federal Home Loan Mortgage Association, the Federal
National Mortgage Association or the Government National Mortgage Association,
or that have an investment grade at time of purchase within the four highest
grades assigned by Moody's Investors Services, Inc. (Aaa, Aa, A or Baa),
Standard & Poor's Corporation (AAA, AA, A or BBB) or any other nationally
recognized rating service; Commercial paper, cash, or cash equivalents, and
other short-term investments having a maturity of less than one year that are
considered by the Company's management to have investment quality comparable
to securities having the ratings stated above.
In addition, interest rate swaps, futures, options, rate caps, and other
hedging instruments may be used solely for non-speculative hedging purposes.
Anticipated use of these financial instruments shall be limited to protecting
the value of portfolio sales or purchases, or to enhance yield through the
creation of a synthetic security.
In addition, the Company maintains certain unitized Separate Accounts which
invest in shares of open-end investment companies registered under the
Investment Company Act of 1940. These Separate Account assets, which relate to
the Company's variable annuity and variable life contracts, do not support the
Company's obligations under the Contracts.
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the financial statements and notes thereto included in this
Prospectus beginning on page F-1.
<TABLE>
<CAPTION>
NORTHBROOK LIFE INSURANCE COMPANY
SELECTED FINANCIAL DATA
(IN THOUSANDS)
YEAR-END FINANCIAL DATA 1997 1996 1995 1994 1993
- ----------------------- ---- ---- ---- ---- ----
For The Years Ended December 31:
<S> <C> <C> <C> <C> <C>
Income Before Income Tax Expense $ 5,078 $ 4,868 $ 4,849 $ 2,688 $ 3,257
Net Income 3,322 3,202 3,163 1,733 2,507
As of December 31:
Total Assets 8,098,230 6,915,771 6,071,603 5,764,233 5,886,038
</TABLE>
<PAGE>
Northbrook Life Insurance Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion highlights significant factors influencing
results of operations and changes in financial position of Northbrook Life
Insurance Company (the "Company"). It should be read in conjunction with the
financial statements and related notes.
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is wholly owned by Allstate Insurance Company ("AIC"), a wholly
owned subsidiary of The Allstate Corporation, markets life insurance and annuity
products through Dean Witter Reynolds Inc., a wholly owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co.
The Company issues flexible premium deferred variable annuity contracts
and variable life policies, the assets and liabilities of which are legally
segregated and reflected as Separate Account assets and liabilities. Separate
Account assets and liabilities are carried at fair value in the statements of
financial position. Investment income and realized gains and losses of the
Separate Accounts accrue directly to the contractholders (net of fees) and,
therefore, are not included in the Company's statements of operations.
<TABLE>
<CAPTION>
Results of Operations
($ in thousands)
1997 1996 1995
------------- -------------- ------------
<S> <C> <C> <C>
Net investment income $ 5,146 $ 4,888 $ 4,782
============= ============= =============
Realized capital gains and losses, after-tax $ (44) $ (13) $ 44
============= ============= =============
Net income $ 3,322 $ 3,202 $ 3,163
============= ============= =============
Investments $ 79,433 $ 74,069 $ 71,278
============= ============= =============
</TABLE>
The Company and ALIC have reinsurance agreements under which all contract
and policy related transactions are transferred to ALIC. The Company's results
of operations include only investment income and realized capital gains and
losses earned on the assets of the Company that are not transferred to ALIC
under the reinsurance agreements.
Net income for 1997 and 1996 increased $120 thousand and $39 thousand,
respectively, due to increased net investment income partially offset by
realized capital losses.
Pretax net investment income increased by $258 thousand, or 5.3% in 1997
and $106 thousand, or 2.2% in 1996. Additional investment income was earned on
higher investment balances arising from positive cash flows from operating
activities, partially offset by increased investment expenses.
Realized capital losses were $44 thousand and $13 thousand after tax in
1997 and 1996, respectively, and arose principally from the sale of fixed income
securities, the proceeds of which were used to acquire higher yielding
investments. Realized capital gains in 1995 of $44 thousand after tax were the
result of the sale of fixed income securities sold in response to changes in
market conditions.
<PAGE>
Financial Position
($ in thousands)
1997 1996
-------------- --------------
Fixed income securities (1) $ 76,402 $ 67,479
Short-term investments 3,031 6,590
-------------- --------------
Total investments $ 79,433 $ 74,069
============== ==============
Reinsurance recoverable from ALIC $ 2,293,094 $ 2,480,034
============== ==============
Separate Account assets and liabilities $ 5,719,203 $ 4,354,783
============== ==============
Contractholder funds $ 2,148,555 $ 2,336,296
============== ==============
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $72,491 and $65,500 at December 31, 1997 and 1996,
respectively.
The Company's fixed income securities portfolio consists of
mortgage-backed securities, publicly traded corporate bonds, U.S. government
bonds and tax-exempt municipal bonds. The Company generally holds its fixed
income securities for the long term, but has classified all of these securities
as available for sale to allow maximum flexibility in portfolio management.
Investments grew $5.4 million, or 7.2%, during 1997 primarily due to
amounts invested from positive cash flows generated from operations and
increased unrealized capital gains of $1.9 million on fixed income securities.
At December 31, 1997, unrealized net capital gains on the fixed income
securities portfolio were $3.9 million compared to $2.0 million as of December
31, 1996. The increase in the unrealized gain position is primarily attributable
to lower interest rates.
At the end of 1997, all of the Company's fixed income securities portfolio
is rated investment grade, with a National Association of Insurance
Commissioners ("NAIC") rating of 1 or a Moody's rating of Aaa, Aa or A.
At December 31, 1997 and 1996, $39.0 million and $40.7 million,
respectively, of the fixed income securities portfolio were invested in
mortgage-backed securities ("MBS"). At December 31, 1997, all of the MBS had
underlying collateral that is guaranteed by U.S. government entities, thus
credit risk was minimal.
MBS, however, are subject to interest rate risk as the duration and
ultimate realized yield are affected by the rate of repayment of the underlying
mortgages. The Company attempts to limit interest rate risk by purchasing MBS
whose cost does not significantly exceed par value, and with repayment
protection to provide a more certain cash flow to the Company. At December 31,
1997, the amortized cost of the MBS portfolio was below par value by $1.5
million and over 10% of the MBS portfolio was invested in planned amortization
class bonds. This type of MBS is purchased to provide additional protection
against rising interest rates.
The Company closely monitors its fixed income securities portfolio for
declines in value that are other than temporary. Securities are placed on
non-accrual status when they are in default or when the receipt of interest
payments is in doubt.
The Company's short-term investment portfolio was $3.0 million and $6.6
million at December 31, 1997 and 1996, respectively. The Company invests
available cash balances primarily in taxable short-term securities having a
final maturity date or redemption date of one year or less.
During 1997, contractholder funds decreased by $187.7 million and
reinsurance recoverable from ALIC under reinsurance agreements decreased by
$186.9 million. Interest credited to contractholders and sales of fixed annuity
contracts were more than offset by fixed annuity surrenders, withdrawals,
policyholder transfers from fixed annuity contracts to flexible premium deferred
variable annuity contracts, and benefits paid. Reinsurance recoverable from ALIC
relates to contract benefit obligations ceded to ALIC.
Separate Account assets and liabilities increased by $1.36 billion,
primarily attributable to sales of flexible premium deferred variable annuity
contracts, the favorable investment performance of the Separate Account
investment portfolios and transfers from fixed annuity contracts, partially
offset by variable annuity surrenders and withdrawals.
<PAGE>
Market Risk
Market risk is the risk that the Company will incur losses due to adverse
changes in market rates and prices. The Company's primary market risk exposure
is to changes in interest rates. Interest rate risk is the risk that the Company
will incur economic losses due to adverse changes in interest rates, as the
Company invests substantial funds in interest-sensitive assets.
One way to quantify this exposure is duration. Duration measures the
sensitivity of the fair value of assets to changes in interest rates. For
example, if interest rates increase 1%, the fair value of an asset with a
duration of 5 years is expected to decrease in value by approximately 5%. At
December 31, 1997, the Company's asset duration was approximately 4.7 years.
To calculate duration, the Company projects asset cash flows, and
discounts them to a net present value basis using a risk-free market rate
adjusted for credit quality, sector attributes, liquidity and other specific
risks. Duration is calculated by revaluing these cash flows at an alternative
level of interest rates, and determining the percentage change in fair value
from the base case. The projections include assumptions (based upon historical
market and Company specific experience) reflecting the impact of changing
interest rates on the prepayment and/or option features of instruments, where
applicable. Such assumptions relate primarily to mortgage-backed securities,
collateralized mortgage obligations, and municipal and corporate obligations.
Based upon the information and assumptions the Company uses in its
duration calculation and in effect at December 31, 1997, management estimates
that a 100 basis point immediate, parallel increase in interest rates ("rate
shock") would decrease the net fair value of its total investments by
approximately $3.6 million. The selection of a 100 basis point immediate rate
shock should not be construed as a prediction by the Company's management of
future market events; but rather, to illustrate the potential impact of such an
event.
To the extent that actual results differ from the assumptions utilized,
the Company's duration and rate shock measures could be significantly impacted.
Additionally, the Company's calculation assumes that the current relationship
between short-term and long-term interest rates (the term structure of interest
rates) will remain constant over time. As a result, these calculations may not
fully capture the impact of non-parallel changes in the term structure of
interest rates and/or large changes in interest rates.
In formulating and implementing policies for investing new and existing
funds, AIC, as parent company of ALIC, administers and oversees investment risk
management processes primarily through three oversight bodies: the Boards of
Directors and Investment Committees of its operating subsidiaries, and the
Credit and Risk Management Committee ("CRMC"). The Boards of Directors and
Investment Committees provide executive oversight of investment activities. The
CRMC is a senior management committee consisting of the Chief Investment
Officer, the Investment Risk Manager, and other investment officers who are
responsible for the day-to-day management of market risk. The CRMC meets at
least monthly to provide detailed oversight of investment risk, including market
risk.
AIC has investment guidelines that define the overall framework for
managing market and other investment risks, including the accountabilities and
controls over these activities. In addition, AIC has specific investment
policies for each of its affiliates, including the Company, that delineate the
investment limits and strategies that are appropriate for the Company's
liquidity, surplus, product and regulatory requirements.
Liquidity and Capital Resources
Under the terms of reinsurance agreements, premiums and deposits on
universal life policies and investment contracts, excluding those relating to
Separate Accounts, are transferred to ALIC, which maintains the investment
portfolios supporting the Company's products. The Company continues to have
primary liability as a direct insurer for risks reinsured.
The NAIC has a standard for assessing the solvency of insurance companies,
which is referred to as risk-based capital ("RBC"). The requirement consists of
a formula for determining each insurer's RBC and a model law specifying
regulatory actions if an insurer's RBC falls below specified levels. The RBC
formula for life insurance companies establishes capital requirements relating
to insurance, business, asset and interest rate risks. At December 31, 1997, RBC
for the Company was significantly above a level that would require regulatory
action.
<PAGE>
Year 2000
The Company is heavily dependent upon complex computer systems for all
phases of its operations, including customer service, and policy and contract
administration. Since many of the Company's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed or replaced, ("Year 2000 Issue"). The Company believes that many of
its counterparties and suppliers also have Year 2000 Issues which could affect
the Company. In 1995, AIC commenced a plan intended to mitigate and/or prevent
the adverse effects of Year 2000 Issues. These strategies include normal
development and enhancement of new and existing systems, upgrades to operating
systems already covered by maintenance agreements and modifications to existing
systems to make them Year 2000 compliant. The plan also includes the Company
actively working with its major external counterparties and suppliers to assess
their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity or financial position. Year 2000 costs are and will be expensed as
incurred.
Pending Accounting Standards
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income"
and SFAS No. 131 "Disclosures About Segments of an Enterprise and Related
Information." SFAS No. 130 requires the presentation of comprehensive income in
the financial statements. Comprehensive income is a measurement of all changes
in equity that result from transactions and other economic events other than
transactions with stockholders. The requirements of this statement will be
adopted effective January 1, 1998.
SFAS No. 131 redefines how segments are determined and requires additional
segment disclosures for both annual and quarterly reporting. Under this
statement, segments are determined using the "management approach" for financial
statement reporting. The management approach is based on the way an enterprise
makes operating decisions and assesses performance of its businesses. The
Company is currently reviewing the requirements of this SFAS and has yet to
determine its impact on its current reporting segments. The requirements of this
statement will be adopted effective December 31, 1998.
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-related Assessments." The SOP provides guidance concerning when to
recognize a liability for insurance-related assessments and how those
liabilities should be measured. Specifically, insurance-related assessments
should be recognized as liabilities when all of the following criteria have been
met: a) an assessment has been imposed or it is probable that an assessment will
be imposed, b) the event obligating an entity to pay an assessment has occurred
and c) the amount of the assessment can be reasonably estimated. The
requirements of this standard will be adopted in 1999 and are not expected to
have a material impact on the results of operations, cash flows or financial
position of the Company. The SOP is expected to be adopted in 1999.
In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." The SOP provides guidance on accounting for the
costs of computer software developed or obtained for internal use. Specifically,
certain external, payroll and payroll related costs should be capitalized during
the application development state of a project and depreciated over the computer
software's useful life. The Company currently expenses these costs as incurred
and is evaluating the effects of this SOP on its accounting for internally
developed software. The SOP is expected to be adopted in 1998.
Forward-Looking Statements
The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking statements that are based on
management's estimates, assumptions and projections. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.
<PAGE>
COMPETITION
The Company is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
competing in the sale of insurance and annuities. There are approximately 1,700
stock, mutual and other types of insurers in business in the United States.
Several independent rating agencies regularly evaluate life insurer's
claims-paying ability, quality of investments and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life, which automatically reinsures
all net business of the Company. A.M. Best Company also assigns the Company the
rating of A+(r) because the Company reinsures all net business with Allstate
Life. Standard & Poor's Insurance Rating Services assigns AA+ (Excellent) to the
Company's claims-paying ability and Moody's assigns Aa2 (Excellent) financial
strength rating to the Company. The Company shares the same ratings of its
parent, Allstate Life Insurance Company.
EMPLOYEES
As of December 31, 1997, Northbrook Life had approximately 124 employees at its
Home Office in Northbrook, Illinois.
PROPERTIES
The Company occupies office space provided by Allstate Insurance Company in
Northbrook, Illinois. Expenses associated with these offices are allocated on a
direct and indirect basis to the Company.
STATE AND FEDERAL REGULATION
The insurance business of the Company is subject to comprehensive and detailed
regulation and supervision throughout the United States.
The laws of the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.
Under insurance guaranty fund law, in most states, insurers doing business
therein can be assessed up to prescribed limits for contract owner losses
incurred as a result of company insolvencies. The amount of any future
assessments on the Company under these laws cannot be reasonably estimated. Most
of these laws do provide, however, that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength. In addition, several
states, including Illinois, regulate affiliated groups of insurers, such as the
Company and its affiliates, under insurance holding company legislation. Under
such laws, intercompany transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending on the size
of such transfers and payments in relation to the financial positions of the
companies.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
controls on medical care costs, removal of barriers preventing banks from
engaging in the securities and insurance business, tax law changes affecting the
taxation of insurance companies, the tax treatment of insurance products and its
impact on the relative desirability of various personal investment vehicles, and
proposed legislation to prohibit the use of gender in determining insurance and
pension rates and benefits.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
The directors and executive officers are listed below, together with information
as to their ages, dates of election and principal business occupations during
the last five years (if other than their present business occupations). Except
as otherwise indicated, the directors and executive officers of the Company have
been associated with the Company for more than five years in the position shown
or in other positions.
LOUIS G. LOWER, II, 52, Chief Executive OfFficer and Chairman of the Board
(1995)*
Also Director (1986-Present) and Senior Vice President (1995-Present) of
Allstate Insurance Company; Director (1991-Present) of Allstate Life Financial
Services, Inc.; Director (1986-Present) and President (1990-Present) Allstate
Life Insurance Company; Director (1983-Present) and Chairman of the Board
(1990-Present) of Allstate Life Insurance Company of New York; Chairman of the
Board of Directors and Chief Executive Officer (1995-1997), Chairman of the
Board of Directors and President (1990-1995) of Glenbrook Life Insurance
Company; Director (1992-Present), Chairman of the Board of Directors and Chief
Executive Officer (1995-Present) of Glenbrook Life and Annuity Company; Director
and Chairman of the Board (1995-Present) of Laughlin Group Holdings, Inc.;
Director and Chairman of the Board of Directors and Chief Executive Officer
(1989-Present) Lincoln Benefit Life Company; Chairman of the Board of Directors
and Chief Executive Officer (1995-Present) Surety Life Insurance Company; and
Trustee (1991-Present) and Vice President (1995-Present) The Allstate
Foundation.
PETER H. HECKMAN, 52, President, Chief Operating Officer and Director (1996)*
Also Director and Vice President (1988-Present) of Allstate Life Insurance
Company; Director (1990-1996), Vice President (1989-Present), Allstate Life
Insurance Company of New York; Director (1991-1993) of Allstate Life Financial
Services, Inc.; Director (1990-1997), President and Chief Operating Officer
(1996-1997), and Vice President (1990-1996), Glenbrook Life Insurance Company;
Director (1992-Present) President and Chief Operating Officer (1996- Present),
and was Vice President (1995-1996), Glenbrook Life and Annuity Company; Director
(1995-Present) and Vice Chairman of the Board (1996-Present) Laughlin Group
Holdings, Inc.; Director (1990-Present) and Vice Chairman of the Board (1996-
Present) Lincoln Benefit Life Company; and Director (1995-Present) and Vice
Chairman of the Board (1996-Present) Surety Life Insurance Company.
MICHAEL J. VELOTTA, 52, Vice President, Secretary, General Counsel, and Director
(1992)*
Also Director and Secretary (1993-Present) of Allstate Life Financial Services,
Inc.; Director (1992-Present) Vice President, Secretary and General Counsel
(1993-Present) Allstate Life Insurance Company; Director (1992- Present) Vice
President, Secretary and General Counsel (1993-Present) Allstate Life Insurance
Company of New York; Director (1992-1997) Vice President, Secretary and General
Counsel (1993-1997) Glenbrook Life Insurance Company; Director (1992-Present)
Vice President, Secretary and General Counsel (1993- Present) Glenbrook Life and
Annuity Company; Director and Secretary (1995- Present) Laughlin Group Holdings,
Inc.; Director (1992- Present) and Assistant Secretary (1995-Present) Lincoln
Benefit Life Company; and Director and Assistant Secretary (1995-Present) Surety
Life Insurance Company.
JOHN R. HUNTER, 43, Assistant Vice President (1990)* and Director (1994)*
Also Assistant Vice President (1990-Present) Allstate Life Insurance Company;
Assistant Vice President (1996-Present) Allstate Life Insurance Company of New
York; President and Chief Operating Officer (1998-Present) Allstate Life
Financial Services, Inc.; Director (1996-1997) Glenbrook Life Insurance Company;
and Director (1996-Present) and Senior Vice President-Product Management
(1995-Present) Glenbrook Life and Annuity Company.
MARLA G. FRIEDMAN, 44, Vice President (1996)*
Also Director (1991-Present) and Vice President (1988-Present) Allstate Life
Insurance Company; Director (1993-1996) Allstate Life Financial Services, Inc.;
Director (1997-Present) and Assistant Vice President (1996-Present) Allstate
Life Insurance Company of New York; Director (1995-1996) Allstate Settlement
Corporation; Director (1991-1996), President and Chief Operating Officer
(1995-1996) and Vice President (1990-1995) and (1996-1997) Glenbrook Life
Insurance Company; Director (1992-1996), President and Chief Operating Officer
(1995-1996) and Vice President (1992-1995) and (1996-Present) Glenbrook Life and
Annuity Company; and Director and Vice Chairman of the Board (1995-1996)
Laughlin Group Holdings, Inc.
<PAGE>
KAREN C. GARDNER, 44, Vice President (1996)*
Vice President (1996-Present) Allstate Insurance Company; Vice President (1996-
Present) Allstate Life Insurance Company; Vice President (1996-Present) Allstate
Life Insurance Company of New York; Vice President (1997-Present) Allstate Life
Financial Services, Inc.; Vice President (1996-1997) Glenbrook Life Insurance
Company; Vice President (1996-Present) Laughlin Group Holdings, Inc.; Assistant
Vice President (1996-Present) Lincoln Benefit Life Company; Vice President
(1996-Present) Northbrook Life Insurance Company; Assistant Vice President
(1996-Present) Surety Life Insurance Company. Prior to 1996 she was a Partner
(1975-1996) Ernst & Young LLP.
KEVIN R. SLAWIN, 40, Director and Vice President (1996)*
Also Assistant Vice President and Assistant Treasurer (1995-1996) Allstate
Insurance Company; Director (1996-Present) and Assistant Treasurer (1995-1996)
Allstate Life Financial Services, Inc.; Director and Vice President (1996-
Present) and Assistant Treasurer (1995-1996) Allstate Life Insurance Company;
Director and Vice President (1996-Present) and Assistant Treasurer (1995-1996)
Allstate Life Insurance Company of New York; Director and Vice President
(1996-1997) and Assistant Treasurer (1995-1996) Glenbrook Life Insurance
Company; Vice President (1996-Present) and Assistant Treasurer (1995- 1996)
Glenbrook Life and Annuity Company; Director (1996-Present) and Assistant
Treasurer (1995-1996) Laughlin Group Holdings, Inc.; Director (1996- Present)
Lincoln Benefit Life Company; Director (1996-Present) Surety Life Insurance
Company; Assistant Treasurer and Director (1994-1995) Sears Roebuck and Co.; and
Treasurer and First Vice President (1986-1994) Sears Mortgage Corporation.
CASEY J. SYLLA, 54, Chief Investment Officer and Director (1995)*
Also Director (1995-Present) Senior Vice President and Chief Investment Officer
(1995-Present) Allstate Insurance Company; Director (1995-Present) Chief
Investment Officer (1995-Present) Allstate Life Insurance Company; Chief
Investment Officer (1995-Present) Allstate Life Insurance Company of New York;
Chief Investment Officer (1995-1997) Glenbrook Life Insurance Company; Chief
Investment Officer (1995-Present) Glenbrook Life and Annuity Company; Prior to
1995 he was Senior Vice President and Executive Officer-Investments (1992-1995)
of Northwestern Mutual Life Insurance Company.
JAMES P. ZILS, 47, Treasurer (1995)*
Also Vice President and Treasurer (1995-Present) Allstate Insurance Company;
Treasurer (1995-Present) Allstate Life Financial Services, Inc.; Treasurer
(1995-Present) Allstate Life Insurance Company; Treasurer (1995-Present)
Allstate Life Insurance Company of New York; Treasurer (1995-1997) Glenbrook
Life Insurance Company; Treasurer (1995-Present) Glenbrook Life and Annuity
Company; and Treasurer (1995-Present) Laughlin Group Holdings, Inc. Prior to
1995 he was Vice President of Allstate Life Insurance Company. Prior to 1993 he
held various management positions.
*Date elected to current office.
EXECUTIVE COMPENSATION
Executive officers of the Company also serve as officers of Allstate Life and
receive no compensation directly from the Company. Some of the officers also
serve as officers of other companies affiliated with the Company. Allocations
have been made as to each individual's time devoted to his or her duties as an
executive officer of the Company. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1997 totaled $216,987.34. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.
Shares of the Company and Allstate Life are not directly owned by any director
or officer of the Company. The percentage of shares of The Allstate Corporation
beneficially owned by any director, and by all directors and officers of the
Company as a group, does not exceed one percent of the class outstanding.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE COMPANY)
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK OPTIONS/ PAYOUTS COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($) AWARD(S) SARS(#) ($) ($)
-------- ---- --------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II ...... 1997 $453,225 $500,000 $27,768 $280,589 $25,914 $570,068 $8,000(1)
Chief Executive Officer 1996 $436,800 $246,781 $10,246 $ 0 $18,258 $ 0 $5,250(1)
and Chairman of the 1995 $416,000 $286,650 $17,044 $ 0 $89,359 $411,122 $5,250(1)
Board of Directors
</TABLE>
(1)Amount received by Mr. Lower which represents the value allocated to his
account from employer contributions under The Savings and Profit Sharing Fund of
Allstate Employees and prior to 1996, The Profit Sharing Fund and its
predecessor, The Savings and Profit Sharing Fund of Sears employees.
LEGAL PROCEEDINGS
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary damages are asserted.
Management, after consultation with legal counsel, does not anticipate the
ultimate liability arising from such pending or threatened litigation to have a
material effect on the financial condition of the Company.
EXPERTS
The financial statements and financial statement schedule of the Company
included in this prospectus have been audited by Deloitte & Touche LLP, Two
Prudential Plaza, 180 N. Stetson Avenue, Chicago IL 60601-6779, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised the Company on
certain federal securities law matters. 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 the Company.
<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 (the "Company") as of December 31, 1997 and 1996, and the
related Statements of Operations, Shareholder's Equity and Cash Flows for each
of the three years in the period ended December 31, 1997. Our audits also
included Schedule IV - Reinsurance. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1997 and
1996, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997 in conformity with generally
accepted accounting principles. Also, in our opinion, Schedule IV - Reinsurance,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 20, 1998
F-1
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1996
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
ASSETS
Investments
Fixed income securities, at fair value (amortized
cost $72,491 and $65,500) $ 76,402 $ 67,479
Short-term 3,031 6,590
------------------ ------------------
Total investments 79,433 74,069
Reinsurance recoverable from Allstate Life
Insurance Company 2,293,094 2,480,034
Net receivable from Allstate Life Insurance Company 1,467 4,246
Other assets 5,033 2,639
Separate Accounts 5,719,203 4,354,783
------------------ ------------------
Total assets $ 8,098,230 $ 6,915,771
================== ==================
LIABILITIES
Reserve for life-contingent contract benefits $ 144,352 $ 143,346
Contractholder funds 2,148,555 2,336,296
Income taxes payable 162 555
Deferred income taxes 2,674 2,085
Separate Accounts 5,719,203 4,354,783
------------------ ------------------
Total liabilities 8,014,946 6,837,065
------------------ ------------------
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 2,542 1,286
Retained income 21,642 18,320
------------------ ------------------
Total shareholder's equity 83,284 78,706
------------------ ------------------
Total liabilities and shareholder's equity $ 8,098,230 $ 6,915,771
================== ==================
</TABLE>
See notes to financial statements.
F-2
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995
------ ------ ------
($ IN THOUSANDS)
<S> <C> <C> <C>
REVENUES
Net investment income $ 5,146 $ 4,888 $ 4,782
Realized capital gains and losses (68) (20) 67
--------------- --------------- ---------------
INCOME BEFORE INCOME TAX EXPENSE 5,078 4,868 4,849
INCOME TAX EXPENSE 1,756 1,666 1,686
--------------- --------------- ---------------
NET INCOME $ 3,322 $ 3,202 $ 3,163
=============== =============== ===============
</TABLE>
See notes to financial statements.
F-3
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1997 1996 1995
------- ------- -------
($ IN THOUSANDS)
<S> <C> <C> <C>
COMMON STOCK $ 2,500 $ 2,500 $ 2,500
--------------- --------------- ---------------
ADDITIONAL CAPITAL PAID-IN 56,600 56,600 56,600
--------------- --------------- ---------------
UNREALIZED NET CAPITAL GAINS
Balance, beginning of year 1,286 2,657 (1,553)
Net change 1,256 (1,371) 4,210
--------------- --------------- ---------------
Balance, end of year 2,542 1,286 2,657
--------------- --------------- ---------------
RETAINED INCOME
Balance, beginning of year 18,320 15,118 11,955
Net income 3,322 3,202 3,163
--------------- --------------- ---------------
Balance, end of year 21,642 18,320 15,118
--------------- --------------- ---------------
Total shareholder's equity $ 83,284 $ 78,706 $ 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,
------------------------
1997 1996 1995
------- ------ -------
($ IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,322 $ 3,202 $ 3,163
Adjustments to reconcile net income to net
cash provided by operating activities
Amortization and other non-cash items 516 782 903
Realized capital losses (gains) 68 20 (67)
Increase (decrease) in life-contingent contract
benefits and contractholder funds 205 (198) 113
Change in deferred income taxes (87) 24 608
Changes in other operating assets and liabilities (657) 864 (2,705)
------------ ------------ -------------
Net cash provided by operating activities 3,367 4,694 2,015
----------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Proceeds from sales 1,606 3,522 5,423
Investment collections 10,036 5,770 7,108
Investment purchases (18,568) (15,532) (9,843)
Change in short-term investments, net 3,559 1,459 (4,675)
------------- ------------- -------------
Net cash used in investing activities (3,367) (4,781) (1,987)
------------- ------------- -------------
NET (DECREASE) INCREASE IN CASH - (87) 28
CASH AT BEGINNING OF YEAR - 87 59
------------- ------------- -------------
CASH AT END OF YEAR $ - $ - $ 87
============= ============= =============
</TABLE>
See notes to financial statements.
F-5
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)
1. General
Basis of presentation
The accompanying financial statements include the accounts of Northbrook Life
Insurance Company (the "Company"), a wholly owned subsidiary of Allstate Life
Insurance Company ("ALIC"), which is wholly owned by Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"). 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"). These financial statements have been
prepared in conformity with generally accepted accounting principles.
To conform with the 1997 presentation, certain amounts in the prior years'
financial statements and notes have been reclassified.
Nature of operations
The Company markets life insurance and annuity products in the United States
through Dean Witter Reynolds Inc. ("Dean Witter") (see Note 4), a wholly owned
subsidiary of Morgan Stanley, Dean Witter, Discover & Co. Life insurance
contracts sold by the Company include universal life and other
interest-sensitive life and variable life products. Annuities include both
deferred annuities, such as variable annuities and fixed rate single and
flexible premium annuities, and immediate annuities.
Annuity contracts and life insurance policies issued by the Company are subject
to discretionary withdrawal or surrender by customers, subject to applicable
surrender charges. These policies and contracts are reinsured with ALIC (see
Note 3), which invests premiums and deposits to provide cash flows that will be
used to fund future benefits and expenses. In order to support competitive
crediting rates and limit interest rate risk, ALIC, as the Company's reinsurer,
adheres to a basic philosophy of matching assets with related liabilities while
maintaining adequate liquidity and a prudent and diversified level of credit
risk.
The Company monitors economic and regulatory developments which have the
potential to impact its business. There continues to be new and proposed federal
and state regulation and legislation that would allow banks greater
participation in the securities and insurance businesses, which will present an
increased level of competition for sales of the Company's life and annuity
products. Furthermore, the market for deferred annuities and interest-sensitive
life insurance is enhanced by the tax incentives available under current law.
Any legislative changes which lessen these incentives are likely to negatively
impact the demand for these products.
Enacted and pending state legislation to permit mutual insurance companies to
convert to a hybrid structure known as a mutual holding company could have a
number of significant effects on the Company by (1) increasing industry
competition through consolidation caused by mergers and acquisitions related to
the new corporate form of business; (2) increasing competition in capital
markets; and (3) reopening stock/mutual company disagreements related to such
issues as taxation disparity between mutual and stock insurance companies.
The Company is authorized to sell life and annuity products in all states except
New York, as well as in the District of Columbia and Puerto Rico. The top
geographic locations for statutory premiums and deposits earned by the Company
are California, Florida and Texas for the year ended December 31, 1997. No other
jurisdiction accounted for more than 5% of statutory premiums and deposits. All
premiums and contract charges are ceded to ALIC under reinsurance agreements.
F-6
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
2. Summary of Significant Accounting Policies
Investments
Fixed income securities include bonds and mortgage-backed securities. All fixed
income securities are carried at fair value and may be sold prior to their
contractual maturity ("available for sale"). The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a component
of shareholder's equity. Provisions are recognized for declines in the value of
fixed income securities that are other than temporary. Such writedowns are
included in realized capital gains and losses. Short-term investments are
carried at cost 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. Accrual
of income is suspended for fixed income securities that are in default or when
the receipt of interest payments is in doubt. Realized capital gains and losses
are determined on a specific identification basis.
Reinsurance
The Company has reinsurance agreements whereby all premiums, contract charges,
credited interest, policy benefits and certain expenses are ceded to ALIC and
reflected net of such cessions in the statements of operations. The amounts
shown in the Company's statements of operations relate to the investment of
those assets of the Company that are not transferred to ALIC under reinsurance
agreements. Reinsurance recoverable and the related reserve for life-contingent
contract benefits and contractholder funds are reported separately in the
statements of financial position. The Company continues to have primary
liability as the direct insurer for risks reinsured.
Recognition of premium revenues and contract charges
Revenues on interest-sensitive life insurance policies are comprised of contract
charges and fees, and are recognized when assessed against the policyholder
account balance. Revenues on most annuities, which are considered investment
contracts, include contract charges and fees for contract administration and
surrenders. These revenues are recognized when levied against the contract
balance.
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 at the enacted tax
rates, and reflect the impact of reinsurance agreements. Deferred income taxes
arise primarily from unrealized capital gains and losses on fixed income
securities carried at fair value.
Separate Accounts
The Company issues flexible premium deferred variable annuity contracts and
single premium variable life policies, the assets and liabilities of which are
legally segregated and reflected in the accompanying statements of financial
position as assets and liabilities of the Separate Accounts (Northbrook Variable
Annuity Account, Northbrook Variable Annuity Account II and Northbrook Life
Variable Life Separate Account A, unit investment trusts registered with the
Securities and Exchange Commission).
Assets of the Separate Accounts are carried at fair value. Investment income and
realized capital gains and losses of the Separate Accounts accrue directly to
the policy- and contractholders and, therefore, are not included in the
Company's statements of operations. Revenues to the Company from the Separate
Accounts consist of contract maintenance fees, administration fees, mortality
and expense risk charges, cost of insurance charges and tax expense charges, all
of which are ceded to ALIC.
Reserve for life-contingent contract benefits
The reserve for life-contingent contract benefits, which relates to structured
settlement annuities and supplemental contracts with life contingencies, is
computed on the basis of assumptions as to future investment yields, mortality
and expenses. These assumptions include provisions for adverse deviation and
generally vary by such characteristics as type of coverage, year of issue and
policy duration. Reserve interest rates ranged from 4.00% to 11.00% during 1997.
F-7
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
Contractholder funds Contractholder funds arise from the issuance of individual
or group policies and contracts that include an investment component, including
most annuities and universal life policies. Payments received are recorded as
interest-bearing liabilities. Contractholder funds are equal to deposits
received and interest credited to the benefit of the contractholder less
withdrawals, mortality charges and administrative expenses. During 1997,
credited interest rates on contractholder funds ranged from 3.30% to 9.51% for
those contracts with fixed interest rates and from 3.25% to 7.39% for those with
flexible rates.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. Related Party Transactions
Reinsurance
Premiums and contract charges ceded to ALIC were $1,979 and $83,559 in 1997,
$3,775 and $60,744 in 1996, and $2,284 and $52,348 in 1995, respectively.
Credited interest, policy benefits and expenses ceded to ALIC amounted to
$201,526, $218,088 and $229,525 in 1997, 1996 and 1995, respectively. Investment
income earned on the assets which support contractholder funds is not included
in the Company's financial statements as those assets are owned and managed by
ALIC under the terms of reinsurance agreements.
Business operations
The Company utilizes services and business facilities owned or leased, and
operated by AIC in conducting its business activities. The Company reimburses
AIC for the operating expenses incurred by AIC on behalf of the Company. The
cost to the Company is determined by various allocation methods and is primarily
related to the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $7,842, $8,074 and $5,341 in 1997, 1996 and 1995, respectively. Of these
costs, the Company retains investment related expenses. All other costs are
ceded to ALIC under reinsurance agreements.
4. Exclusive Distribution Agreement
The Company and ALIC have a strategic alliance with Dean Witter to develop,
market and distribute proprietary annuity and life insurance products through
Dean Witter account executives. Dean Witter provides a portion of the funding
for these products through loans to an affiliate of the Company. An affiliate of
Dean Witter, Dean Witter InterCapital Inc., is the investment manager for the
Dean Witter Variable Investment Series, the funds in which the assets of the
Separate Accounts are invested.
Under the terms of the strategic alliance, the Company has agreed to use Dean
Witter as an exclusive distribution channel for the Company's products. Although
the strategic alliance is cancelable by either party, termination of the
alliance would not impact existing policies and contracts.
F-8
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
5. INVESTMENTS
Fair values
The amortized cost, gross unrealized gains and losses, and fair value for fixed
income securities are as follows:
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ------------------ FAIR
COST GAINS LOSSES VALUE
--------- ----- --------- -------
<S> <C> <C> <C> <C>
At December 31, 1997
U.S. government and agencies $ 8,638 $ 823 $ - $ 9,461
Municipal 1,143 28 - 1,171
Corporate 25,913 897 (12) 26,798
Mortgage-backed securities 36,797 2,315 (140) 38,972
-------- ------- ------ -------
Total fixed income securities $ 72,491 $4,063 $(152) $76,402
======== ======= ====== =======
At December 31, 1996
U.S. government and agencies $ 8,629 $ 193 $ (54) $ 8,768
Municipal 873 48 - 921
Corporate 16,902 260 (69) 17,093
Mortgage-backed securities 39,096 1,883 (282) 40,697
-------- ------ ------ -------
Total fixed income securities $ 65,500 $2,384 $(405) $67,479
======== ======= ====== =======
</TABLE>
Scheduled maturities
The scheduled maturities for fixed income securities are as follows at December
31, 1997:
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
------------ ----------
<S> <C> <C>
Due in one year or less $ 2,133 $ 2,155
Due after one year through five years 5,343 5,472
Due after five years through ten years 19,410 20,217
Due after ten years 8,808 9,586
------------ ----------
35,694 37,430
Mortgage-backed securities 36,797 38,972
------------ ----------
Total $ 72,491 $ 76,402
============ ==========
</TABLE>
Actual maturities may differ from those scheduled as a result of prepayments by
the issuers.
F-9
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
Net Investment Income
<TABLE>
<CAPTION>
Year Ended December 31, 1997 1996 1995
- ----------------------- ------ ------ ------
<S> <C> <C> <C>
Fixed income securities $ 5,364 $ 4,675 $ 4,633
Short-term investments 84 390 215
----------- ----------- -----------
Investment income, before expense 5,448 5,065 4,848
Investment expense 302 177 66
----------- ----------- -----------
Net investment income $ 5,146 $ 4,888 $ 4,782
=========== =========== ===========
Realized capital gains and losses
Year Ended December 31, 1997 1996 1995
- ----------------------- ------ ------ ------
Fixed income securities $ (70) $ (22) $ 67
Short-term investments 2 2 -
------------- ------------- -------------
Realized capital gains and losses (68) (20) 67
Income tax benefit (expense) 24 7 (23)
------------- ------------- -------------
Realized capital losses and gains, after tax $ (44) $ (13) $ 44
============= ============= =============
</TABLE>
Excluding calls and prepayments, gross losses of $70 and $32 and gross gains of
$67 were realized on sales of fixed income securities during 1997, 1996 and
1995, respectively.
Unrealized net capital gains
Unrealized net capital gains on fixed income securities included in
shareholder's equity at December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Cost/ Fair Unrealized
Amortized Cost Value Net Gains
-------------- ----- -------------
<S> <C> <C> <C>
Fixed income securities $ 72,491 $ 76,402 $ 3,911
============== ==============
Deferred income taxes (1,369)
-------------
Unrealized net capital gains $ 2,542
=============
</TABLE>
F-10
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
Change in unrealized net capital gains
<TABLE>
<CAPTION>
Year ended December 31, 1997 1996 1995
- ----------------------- ------- ------- -------
<S> <C> <C> <C>
Fixed income securities $ 1,932 $(2,108) $ 6,477
Deferred income taxes (676) 737 (2,267)
------- ------- -------
Increase (decrease) in unrealized net
capital gains $ 1,256 $(1,371) $ 4,210
======= ======= =======
</TABLE>
Securities on deposit
At December 31, 1997, fixed income securities with a carrying value of $8,039
were on deposit with regulatory authorities as required by law.
6. Financial Instruments
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value estimates of
financial instruments presented below are not necessarily indicative of the
amounts the Company might pay or receive in actual market transactions.
Potential taxes and other transaction costs have not been considered in
estimating fair value. The disclosures that follow do not reflect the fair value
of the Company as a whole since a number of the Company's significant assets
(including reinsurance recoverable) and liabilities (including deferred income
taxes and reserve for life-contingent contract benefits) are not considered
financial instruments and are not carried at fair value. Other assets and
liabilities considered financial instruments, such as accrued investment income,
are generally of a short-term nature. It is assumed that their carrying value
approximates fair value.
Financial assets
The carrying value and fair value of financial assets at December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
Carrying Fair Carrying Fair
Value Value Value Value
------------ -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Fixed income securities $ 76,402 $ 76,402 $ 67,479 $ 67,479
Short-term investments 3,031 3,031 6,590 6,590
Separate Accounts 5,719,203 5,719,203 4,354,783 4,354,783
</TABLE>
Fair values for fixed income securities are based on quoted market prices.
Short-term investments are highly liquid investments with maturities of less
than one year whose carrying value approximates fair value. Separate Accounts
assets are carried in the statements of financial position at fair value.
F-11
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
Financial liabilities
The carrying value and fair value of financial liabilities at December 31, are
as follows:
<TABLE>
<CAPTION>
1997 1996
----------------------------- -------------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contractholder funds on
investment contracts $ 1,977,479 $ 1,951,214 $ 2,143,482 $ 2,118,583
Separate Accounts 5,719,203 5,719,203 4,354,783 4,354,783
</TABLE>
The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges. The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations. Separate
Accounts liabilities are carried at the fair value of the underlying assets.
7. Income Taxes
The Company joins the Corporation and its other eligible domestic subsidiaries
in the filing of a consolidated federal income tax return (the "Allstate Group")
and is party to a federal income tax allocation agreement (the "Tax Sharing
Agreement"). Under the Tax Sharing Agreement, the Company paid to or received
from the Corporation the amount, if any, by which the Allstate Group's federal
income tax liability was affected by virtue of inclusion of the Company in the
consolidated federal income tax return. Effectively, this results in the
Company's annual income tax provision being computed, with adjustments, as if
the Company filed a separate return.
Prior to the Distribution, the Corporation and all of its eligible domestic
subsidiaries, including the Company, 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 "Sears Tax Sharing Agreement"). Under the Sears Tax
Sharing Agreement, the Company, through the Corporation, paid to or received
from the Sears Group the amount, if any, by which the Sears Tax Group's federal
income tax liability was affected by virtue of inclusion of the Company in the
consolidated federal income tax return. Effectively, this resulted in the
Company's annual income tax provision being computed as if the Allstate Group
filed a separate consolidated return, except that items such as net operating
losses, capital losses or similar items, which might not be recognized in a
separate return, were allocated according to the Sears Tax Sharing Agreement.
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
Sears Tax Sharing Agreement with respect to the Allstate Group's federal income
tax liability.
F-12
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
The components of the deferred income tax assets and liabilities at December
31, are as follows:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Deferred assets
Separate Accounts $ 149 $ -
------- -------
Deferred liabilities
Difference in tax bases of investments (1,454) (1,392)
Unrealized net capital gains (1,369) (693)
------- -------
Total deferred liabilities (2,823) (2,085)
-------- --------
Net deferred liability $(2,674) $(2,085)
======== ========
</TABLE>
The components of income tax expense for the year ended December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current $ 1,843 $ 1,642 $ 1,078
Deferred (87) 24 608
----------- ----------- -----------
Total income tax expense $ 1,756 $ 1,666 $ 1,686
=========== =========== ===========
</TABLE>
The Company paid income taxes of $2,236, $2,308 and $4,980 in 1997, 1996 and
1995, respectively.
A reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 35.0%
Tax-exempt income (0.4) (0.6) -
Other - (0.2) (0.3)
---- ----- -----
Effective federal income tax rate 34.6% 34.2% 34.7%
==== ==== ====
</TABLE>
F-13
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
($ IN THOUSANDS)
Prior to January 1, 1984, the Company was entitled to exclude certain amounts
from taxable income and accumulate such amounts in a "policyholder surplus"
account. The balance in this account at December 31, 1997, approximately $16,
will result in federal income taxes payable of $6 if distributed by the Company.
No provision for taxes has been made as the Company has no plan to distribute
amounts from this account. No further additions to the account have been
permitted since the Tax Reform Act of 1984.
8. Statutory Financial Information
The following tables reconcile net income for the year ended December 31, and
shareholder's equity at December 31, 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
----------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Balance per generally accepted accounting principles $ 3,322 $ 3,202 $ 3,163
Deferred income taxes (87) 24 608
Statutory investment reserves 79 30 (28)
Other (405) (691) (1,443)
----------- ------------ ------------
Balance per statutory accounting practices $ 2,909 $ 2,565 $ 2,300
=========== ============ ============
</TABLE>
F-14
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
($ IN THOUSANDS)
<TABLE>
<CAPTION>
SHAREHOLDER'S
EQUITY
----------------
1997 1996
------- -------
<S> <C> <C>
Balance per generally accepted accounting principles $ 83,284 $ 78,706
Deferred income taxes 2,674 2,085
Unrealized gain/loss on fixed income securities (3,911) (1,979)
Non-admitted assets and statutory investment
reserves (4,431) (3,317)
Other (1,939) (397)
---------- ------------
Balance per statutory accounting practices $ 75,677 $ 75,098
========== ============
</TABLE>
Permitted statutory accounting practices
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Illinois
Department of Insurance. Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations and general administrative rules.
Permitted statutory accounting practices encompass all accounting practices not
so prescribed. The Company follows a permitted statutory accounting practice
whereby it includes amounts receivable from an affiliated insurance company in
statutory admitted assets at a level which exceeds the threshold prescribed by
the Illinois Department of Insurance by $7,737.
Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles is expected in early 1998. Implementation could be as
early as January 1, 1999. The requirements of the Comprehensive Guide are not
expected to have a material impact on statutory surplus of the Company.
Under the NAIC's proposed accounting practices, the Company's practice related
to its receivable from affiliate will be prescribed rather than permitted.
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 1998 without prior approval of the Illinois Department of Insurance is
$7,318.
F-15
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
SCHEDULE IV--REINSURANCE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
Gross Net
Year ended December 31, 1997 amount Ceded amount
- ---------------------------- -------- -------- ------
<S> <C> <C> <C>
Life insurance in force $ 515,890 $ 515,890 $ -
=========== =========== =========
Premiums and contract charges:
Life and annuities $ 85,538 $ 85,538 $ -
=========== =========== =========
Gross Net
Year ended December 31, 1996 amount Ceded amount
- ---------------------------- ------- ------ ------
Life insurance in force $ 556,242 $ 556,242 $ -
=========== ========== =========
Premiums and contract charges:
Life and annuities $ 64,519 $ 64,519 $ -
=========== ========== =========
Gross Net
Year ended December 31, 1995 amount Ceded amount
- ---------------------------- ------ ----- ------
Life insurance in force $ 610,478 $ 610,478 $ -
=========== ========== =========
Premiums and contract charges:
Life and annuities $ 54,632 $ 54,632 $ -
=========== ========== =========
</TABLE>
F-16
<PAGE>
APPENDIX A
MARKET VALUE ADJUSTMENT
The Market Value Adjustment is based on the following:
I= the effective annual Interest Crediting Rate for that Sub-Account
N= the number of complete days from the withdrawal to the end of the Sub-
Account's Guarantee Period; and
J= the current interest rate credited for contracts, on the date the
withdrawal request is received, for a Guarantee Period of duration N. If a
Guarantee Period of duration N is not currently being offered, J will be
determined by a linear interpolation (weighted average). If N is less than
or equal to 365 days, J will be the rate for a Guarantee Period of duration
365.
The Market Value Adjustment factor is determined from the following formula:
[.9 X (I-J) X (N/365)].
The amount withdrawn less any applicable Free Withdrawal Amount will be
multiplied by the Market Value Adjustment factor to determine the Market Value
Adjustment.
ILLUSTRATION
EXAMPLE OF MARKET VALUE ADJUSTMENT
Purchase Payment:.................................................... $10,000
Guarantee Period:.................................................... 5 years
Interest Rate:....................................................... 4.50%
Full Surrender:......................................... End of Contract Year 3
NOTE: This illustration assumes that premium taxes were not applicable.
EXAMPLE 1: (Assumes declining interest rates)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 X (1.045)3 = $11,411.66
Step 2: Calculate The Amount Withdrawn in Excess of the Free Withdrawal Amount:
Amount Withdrawn: 11,411.66
Free Withdrawal Amount: .10 X 10,000.00 = 1,000.00
Amount Withdrawn in Excess of the Free Withdrawal Amount:
= 11,411.66 - 1,000.00 = $10,411.66
Step 3: Calculate the Withdrawal Charge:
= .06 X 10,411.66 = $624.70
Step 4: Calculate the Market Value Adjustment:
I= 4.50%
J= 4.20%
N= 730 days
Market Value Adjustment Factor: .9 X (I-J) X (N/365)
= .9 X (.045 - .042) X (730/365) = .0054
Market Value Adjustment = Factor X Amount in Excess of Free Withdrawal Amount:
= .0054 X 10,411.66 = $56.22
A-1
<PAGE>
Step 5: Calculate The Net Surrender Value at End of Contract Year 3:
= 11,411.66 - 624.70 + 56.22 = $10,843.18
EXAMPLE 2: (Assumes rising interest rates)
Step 1: Calculate Account Value at End of Contract Year 3:
= 10,000.00 X (1.045)3 = $11,411.66
Step 2: Calculate The Amount Withdrawn in Excess of the Free Withdrawal Amount:
Amount Withdrawn: 11,411.66
Free Withdrawal Amount: .10 X 10,000.00 = 1,000.00
Amount Withdrawn in Excess of the Free Withdrawal Amount:
= 11,411.66 - 1,000.00 = $10,411.66
Step 3: Calculate the Withdrawal Charge:
= .06 X 10,411.66 = $624.70
Step 4: Calculate the Market Value Adjustment:
I= 4.50%
J= 4.80%
N = 730 days
Market Value Adjustment Factor: .9 X (I-J) X (N/365)
= .9 X (.045 - .048) X (730/365) = -.0054
Market Value Adjustment = Factor X Amount in Excess of Free Withdrawal Amount:
= -.0054 X 10,411.66 = -$56.22
Step 5: Calculate The Net Surrender Value at End of Contract Year 3:
= 11,411.66 - 624.70 - 56.22 = $10,730.74
A-2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Indemnification of Directors and Officers.
The by-laws of Northbrook Life Insurance Company ("Registrant") which are
incorporated herein by reference as Exhibit (3), provide that Registrant will
indemnify its officers and directors for certain damages and expenses that may
be incurred in the performance of their duty to Registrant. No indemnification
is provided, however, when such person is adjudged to be liable for negligence
or misconduct in the performance of his or her duty, unless indemnification is
deemed appropriate by the court upon application.
ITEM 16. Exhibits and Financial Statement Schedules.
Exhibit No. Description
(1) Underwriting Agreement*
(2) NONE
(3) (i) Articles of Incorporation* (ii) By-Laws*
(4) Northbrook Life Insurance Company Flexible Premium Deferred Annuity
Certificate and Application **
(5) Opinion of General Counsel re: Legality**
(6)NONE
(7) NONE
(8) NONE
(9) NONE
(10) Reinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company**
(11) NONE
(12) NONE
(14) NONE
(15) NONE
(16) NONE
(21) NONE
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys
(24) Powers of Attorney**
(25) NONE
(26) NONE
(27) Financial Data Schedule***
(28) NONE
(99) Resolution of Board of Directors**
* Previously filed in Form N-4 Registration Statement No. 33-35412 dated
December 31, 1996 and incorporated by reference.
** Previously filed in S-1 Registration Statement filed on April 1, 1997.
*** Previously filed in Registrant's 10-K filed on March 31, 1998.
<PAGE>
ITEM 17. Undertakings.
The undersigned registrant, Northbrook Life Insurance Company, hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant, Northbrook Life Insurance Company pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amended registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Northfield State
of Illinois on April 1, 1998.
NORTHBROOK LIFE INSURANCE COMPANY
(Registrant)
By:/s/ MICHAEL J. VELOTTA
---------------------------
Michael J. Velotta
Vice President, Secretary,
General Counsel and Director
(SEAL)
Attest:/s/BRENDA D. SNEED
------------------
Brenda D. Sneed
Assistant Secretary and Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities and on the 1st day of April, 1998.
SIGNATURE TITLE
*/LOUIS G. LOWER, II Chairman of the Board And Chief Executive Officer
- -------------------- (Principal Executive Officer)
Louis G. Lower, II
/s/MICHAEL J. VELOTTA Vice President, Secretary, General Counsel
- ---------------------- and Director
Michael J. Velotta
*/PETER H. HECKMAN President, Chief Operating Officer and Director
- ------------------
Peter H. Heckman
*/JOHN R. HUNTER Assistant Vice President and Director
- ----------------
John R. Hunter
*/KEVIN R. SLAWIN Vice President and Director
- ----------------- (Principal Financial Officer)
Kevin R. Slawin
*/CASEY J. SYLLA Director and Chief Investment Officer
- ----------------
Casey J. Sylla
*/MARLA G. FRIEDMAN Vice President
- -------------------
Marla G. Friedman
*/KAREN C. GARDNER Vice President
- ------------------
Karen C. Gardner
*/JAMES P. ZILS Treasurer
- ---------------
James P. Zils
*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
- --------------------- (Principal Accounting Officer)
Keith A. Hauschildt
*/ By Michael J. Velotta, pursuant to Power of Attorney previously filed.
<PAGE>
EXHIBIT LIST
The following exhibits are filed herewith:
Exhibit No. Description
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys
<PAGE>
<PAGE>
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 033-84480 of Northbrook Life Insurance Company on Form S-1 of our
report dated February 20, 1998 relating to the financial statements and
financial statement schedule of Northbrook Life Insurance Company, appearing in
the Prospectus, which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 30, 1998
<PAGE>
<PAGE>
EXHIBIT 23 (b)
CONSENT OF ATTORNEYS
Freedman, Levy, Kroll & Simonds
CONSENT OF
FREEDMAN, LEVY, KROLL & SIMONDS
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus contained in Post-Effective Amendment No. 4 to the
Form S-1 Registration Statement of Northbrook Life Insurance Company (File No.
33-84480).
/s/FREEDMAN, LEVY, KROLL & SIMONDS
Washington, D.C.
March 27, 1998
<PAGE>
