As filed with the Securities and Exchange Commission on February 2, 2000
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FILE NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHBROOK LIFE INSURANCE COMPANY
(Exact Name of Registrant)
ARIZONA 36-3001527
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
3100 Sanders Road
Northbrook, Illinois 60062
847/402-5000
(Address and Phone Number of Principal Executive Office)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
NORTHBROOK LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
BRUCE A. TEICHNER, ESQ. DANIEL J. FITZPATRICK, ESQ.
ALLSTATE LIFE INSURANCE COMPANY DEAN WITTER REYNOLDS INC.
3100 SANDERS ROAD, SUITE J5B TWO WORLD TRADE CENTER
NORTHBROOK, ILLINOIS 60062 NEW YORK, NEW YORK 10048
Approximate date of commencement of proposed sale to the Public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount
To Be Registered Registered(1) Aggregate Price Per Aggregate Offering of Registration
Unit Price(1) Fee(3)
- -------------------- ------------------- ------------------------ -------------------- ---------------
<S> <C> <C> <C> <C>
Deferred Annuity $300,000,000 (2) $300,000,000 $79,200
Contracts and
Participating
Interests Therein
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(1) Estimated solely for purposes of determining the registration fee.
(2) The Contract does not provide for a predetermined amount or number of units.
(3) Of the $250,000,000 of units of interest under annuity contracts previously
registered under Registration Statement No. 033-90272, $80,000,000, for which a
filing fee of $27,586.40 was previously paid, are being carried forward pursuant
to Rule 429.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
Explanatory Note
Registrant is filing this registration statement for the sole purpose of
registering additional interests under deferred annuity contracts previously
described in the May 1, 1999 prospectus contained in Registrant's Form S-3
registration statement (File No. 033-90272). Registrant incorporates herein by
reference that May 1, 1999 prospectus, which remains unchanged.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of Northbrook Life Insurance Company ("Registrant") provide that
Registrant will indemnify its officers and directors for certain damages and
expenses that may be incurred in the performance of their duty to Registrant. No
indemnification is provided, however, when such person is adjudged to be liable
for negligence or misconduct in the performance of his or her duty, unless
indemnification is deemed appropriate by the court upon application.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit No. Description
(1) Form of Underwriting Agreement (Incorporated herein by reference to
Post-Effective Amendment No. 13 to the Form N-4 registration Statement of
Northbrook Variable Annuity Account II of Northbrook Life Insurance Company
(File No. 033-35412)dated December 31, 1996).
(2) None
(4) Form of Northbrook Life Insurance Company Flexible Premium Deferred Annuity
Certificate and Application (Incorporated herein by reference to
Post-Effective Amendment No. 4 to Form S-1 on Form S-3 registration
statement of Registrant (File No. 33-90272) dated April 29, 1999).
(5) Opinion of General Counsel re: Legality
(8) None
(12) None
(15) None
(23)(a) Independent Auditors' Consent
(23)(b) Consent of Attorneys
(24) Powers of Attorney
(25) None
(26) None
(27) Not applicable
(99) Form of Resolution of Board of Directors (Incorporated herein by reference
to Post-Effective Amendment No. 3 to Form S-1 registration statement of
Registrant (File No. 033-84480) dated April 1, 1997).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Registrant, Northbrook Life Insurance Company, pursuant to the foregoing
provisions, or otherwise, 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 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, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it will meet all of the
requirements for the filing of Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, in the Township of
Northfield, State of Illinois, on the 2nd day of February, 2000.
NORTHBROOK LIFE INSURANCE COMPANY
(REGISTRANT)
(SEAL)
/s/ MICHAEL J. VELOTTA
By: -----------------------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated on the 2nd day of February, 2000.
*/THOMAS J. WILSON, II Director, President and
Thomas J. Wilson, II Chief Operating Officer
(Principal Executive Officer)
/s/MICHAEL J. VELOTTA Director, Vice President,
- --------------------- Secretary, and General Counsel
Michael J. Velotta
*/JOHN R. HUNTER Director and Vice President
John R. Hunter
*/KEVIN R. SLAWIN Director and Vice President
Kevin R. Slawin (Principal Financial Officer)
*/CASEY J. SYLLA Director and Chief Investment Officer
Casey J. Sylla
*/SAMUEL H. PILCH Controller
Samuel H. Pilch (Principal Accounting Officer)
*/ By Michael J. Velotta, pursuant to Powers of Attorney filed herewith.
<PAGE>
EXHIBIT LIST
The following exhibits are filed herewith:
Exhibit No. Description
(5) Opinion of General Counsel re: Legality
(23)(a) Independent Auditors' Consent
(23)(b) Consent of Attorneys
(24) Powers of Attorney for:
Thomas J. Wilson, II Director, President and
Chief Operating Officer
(Principal Executive Officer)
John R. Hunter Director and Vice President
Kevin R. Slawin Director and Vice President
(Principal Financial Officer)
Casey J. Sylla Director and Chief Investment Officer
Samuel H. Pilch Controller
(Principal Accounting Officer)
OPINION OF GENERAL COUNSEL RE: LEGALITY
NORTHBROOK LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847-402-2400
Facsimile 847-402-4371
Michael J. Velotta Please direct reply to:
Vice President, Secretary Post Office Box 3005
And General Counsel Northbrook, Illinois 60065-3005
February 2, 2000
TO: NORTHBROOK LIFE INSURANCE COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
("Registration Statement")
With reference to the above Registration Statement filed by Northbrook Life
Insurance Company (the "Company"), as registrant, with the Securities and
Exchange Commission covering Flexible Premium Deferred Annuity Contracts
("Scheduled Annuity Manager"), I have examined such documents and such law as I
have considered necessary and appropriate, and on the basis of such examination,
it is my opinion that:
1. The Company is duly organized and existing under the laws of the State of
Arizona and has been duly authorized to do business by the Director of
Insurance of the State of Arizona.
2. The securities registered by the above Registration Statement, when issued,
will be valid, legal and binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Sincerely,
/s/ MICHAEL J. VELOTTA
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Michael J. Velotta
Vice President, Secretary and
General Counsel
cc: Bruce A. Teichner, Esq.
Allstate Life Insurance Company
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northbrook Life Insurance Company on Form S-3 of our report dated February 19,
1999, appearing in the Annual Report on Form 10-K of Northbrook Life Insurance
Company for the year ended December 31, 1998, which was incorporated by
reference in Registration Statement No. 033-90272 on Form S-3, which is
incorporated by reference in this Registration Statement, and to the reference
to us under the heading "Experts" in the Prospectus also contained in
Registration Statement No. 033-90272.
Chicago, Illinois
February 2, 2000
<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, dated May 1, 1999, incorporated by reference in the
Form S-3 Registration Statement of Northbrook Life Insurance Company to which
this consent relates.
/s/FREEDMAN, LEVY, KROLL & SIMONDS
Washington, D.C.
February 2, 2000
POWER OF ATTORNEY
WITH RESPECT TO
NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM S-3
"SCHEDULED ANNUITY MANAGER"
Know all men by these presents that Thomas J. Wilson, II, whose
signature appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all capacities,
to sign any registration statements and amendments thereto for Northbrook Life
Insurance Company and related contracts and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
February 2, 2000
Date
/s/ THOMAS J. WILSON, II
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Thomas J. Wilson, II
Director, President, and Chief Operating Officer
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO
NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM S-3
"SCHEDULED ANNUITY MANAGER"
Know all men by these presents that John R. Hunter, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all capacities,
to sign any registration statements and amendments thereto for Northbrook Life
Insurance Company and related contracts and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
February 2, 2000
Date
/s/ JOHN R. HUNTER
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John R. Hunter
Director and Vice President
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO
NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM S-3
"SCHEDULED ANNUITY MANAGER"
Know all men by these presents that Kevin R. Slawin whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all capacities,
to sign any registration statements and amendments thereto for Northbrook Life
Insurance Company and related contracts and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
February 2, 2000
Date
/s/ KEVIN R. SLAWIN
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Kevin R. Slawin
Director and Vice President
(Principal Financial Officer)
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO
NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM S-3
"SCHEDULED ANNUITY MANAGER"
Know all men by these presents that Casey J. Sylla, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all capacities,
to sign any registration statements and amendments thereto for Northbrook Life
Insurance Company and related contracts and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
February 2, 2000
Date
/s/ CASEY J. SYLLA
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Casey J. Sylla
Director and Chief Investment Officer
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO
NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM S-3
"SCHEDULED ANNUITY MANAGER"
Know all men by these presents that Samuel H. Pilch, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and him in any and all capacities,
to sign any registration statements and amendments thereto for Northbrook Life
Insurance Company and related contracts and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
February 2, 2000
Date
/s/ SAMUEL H. PILCH
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Samuel H. Pilch
Controller
(Principal Accounting Officer)
