As filed with the Securities and Exchange Commission on March 3, 1999.
- ------------------------------------------------------------------------------
File Nos. 33-35412
811-6116
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 20
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 21
NORTHBROOK VARIABLE ANNUITY ACCOUNT II
(Exact Name of Registrant)
NORTHBROOK LIFE INSURANCE COMPANY
(Name of Depositor)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
NORTHBROOK LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)
COPIES TO:
RICHARD T. CHOI, ESQUIRE CHRISTINE A. EDWARDS, ESQUIRE
FREEDMAN, LEVY, KROLL & SIMONDS MORGAN STANLEY DEAN WITTER
1050 CONNECTICUT AVE., NW, SUITE 825 1585 BROADWAY, 38TH FLOOR
WASHINGTON, DC 20036 NEW YORK, NEW YORK 10036
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: CONTINUOUS
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
__ immediately upon filing pursuant to paragraph (b) of Rule 485
__ on (date) pursuant to paragraph (b) of Rule 485
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__ on (date) pursuant to paragraph (a)(1) of Rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
__ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: Units of Interest in the Northbrook
Variable Annuity Account II under Deferred Variable Annuity Contracts.
<PAGE>
Explanatory Note
Registrant is filing this post-effective amendment ("Amendment") for the sole
purpose of amending the registration statement to reflect (a) the addition of a
new death benefit option that Registrant proposes to make available under the
contracts described in the registration statement on or about May 1, 1999 and
(b) the reservation of the right to restrict transfers in certain circumstances.
The Amendment is not intended to amend or delete any part of the registration
statement, except as specifically noted herein. Prior to May 1, 1999, Registrant
intends to file a subsequent post-effective amendment, including revised
prospectuses and a statement of additional information, that will incorporate
the changes set out in this Amendment.
<PAGE>
PART A
- ------
Each prospectus contained in the registration statement is amended as follows:
1. The sections entitled "Introduction" (at question 6) and "Mortality and
Expense Risk Charge" shall include the following sentence:
We assess an additional Mortality and Expense Risk Charge of 0.24% for
Contracts with the optional Death Benefit Combination Provision
because of the additional mortality risks we assume under that
Provision.
2. The heading "Separate Account Annual Expenses" in the fee table shall
include the following column:
(AssetManager Contract)
With Optional Death Benefit
Combination Provision
---------------------------
Mortality and Expense Risk Charge......... 1.73%
Administrative Expense Charge............. .10%
Total Separate Account Annual Expenses.... 1.83%
(Variable Annuity II Contract)
With Optional Death Benefit
Combination Provision
---------------------------
Mortality and Expense Risk Charge........ 1.49%
Administrative Expense Charge............ .10%
Total Separate Account Annual Expenses... 1.59%
3. The examples following the fee table shall include the following chart (to
be completed by amendment):
(With Optional Death Benefit Combination Provision )
Name of Sub-Account 1 Year 3 Years 5 Years 10 Years
------------------- ------ ------- ------- --------
4. The section entitled "Benefits Under the Contracts - Death Benefits Prior
to the Payout Start Date" shall include the following discussion:
If you select the optional Death Benefit Combination Provision, the
death benefits payable will be the greater of the death benefits
provided by the Enhanced Death Benefit (calculated until the Contract
owner's 85th birthday) and the Performance Death Benefit (calculated
until the oldest Contract owner, or annuitant if the Contract owner is
a non-natural person, attains age 85).
<PAGE>
5. The section entitled "Transfers" shall include the following disclosure:
For Contracts issued after May 1, 1999, we reserve the right to limit
transfers among Sub-Accounts of the Variable Account if we determine,
in our sole discretion, that transfers by one or more Contract owners
would be to the disadvantage of other Contract owners. We may restrict
transfers by taking such steps as:
o imposing a minimum time period between each transfer,
o refusing to accept transfer requests of an agent acting under a
power-of-attorney on behalf of more than one Contract owner, or
o limiting the dollar amount that a Contract owner may transfer
between the Sub-Accounts and the Fixed Account at any one time.
We may apply the restrictions in any manner reasonably designed to
prevent transfers that we consider disadvantageous to other Contract
owners.
<PAGE>
PART B
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The statement of additional information contained in the registration statement
is amended as follows:
1. The section entitled "Performance Data" shall include the following
sentence:
The Death Benefit Combination Provision was first made available on
May 1, 1999. Accordingly, performance figures for Contracts with the
Death Benefit Combination Provision for periods prior to that time are
based on the actual historical performance of the Sub-Accounts or
Portfolios, adjusted to reflect the fee associated with the Provision.
2. The sections entitled "Standardized Total Return" shall include the
following chart (to be completed by amendment):
(WITH OPTIONAL DEATH BENEFIT COMBINATION PROVISION)
10-Years Or Since
Sub-Account 1 Year 5-Years Inception (If Less)***
----------- ------ ------- ----------------------
***Contracts with the optional Death Benefit Combination Provision
first became available for all Sub-Accounts on May 1, 1999. We have
restated the performance information shown in the table to reflect the
charges under the Contracts that would have applied had the Contracts
been available for the periods shown.
3. The sections entitled "Adjusted Historical Performance" and "Other Total
Return" shall include the following chart (to be completed by amendment):
(WITH OPTIONAL DEATH BENEFIT COMBINATION PROVISION)
Sub-Account and Date
of Inception of 10-Years Or Since
Corresponding Portfolio 1 Year 5-Years Inception (If Less)***
----------------------- ------ ------- ----------------------
***Contracts with the optional Death Benefit Combination Provision
first became available for all Sub-Accounts on May 1, 1999. We have
restated the performance information shown in the table to reflect the
charges under the Contracts that would have applied had the Contracts
been available for the periods shown.
<PAGE>
PART C
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Part C is hereby amended to include the following exhibits:
Item 24(b). EXHIBITS
(4) Form of Contract Riders
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement, as amended, to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the Township of Northfield, State of
Illinois, on the 3rd day of March, 1999.
NORTHBROOK VARIABLE ANNUITY ACCOUNT II
(REGISTRANT)
BY: NORTHBROOK LIFE INSURANCE COMPANY
(DEPOSITOR)
(SEAL)
Attest:
/s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
- ----------------------- --------------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary and
and Assistant General Counsel General Counsel
As required by the Securities Act of 1933, this Registration Statement, as
amended, has been duly signed below by the following Directors and Officers of
Northbrook Life Insurance Company on the 3rd day of March, 1999.
*/LOUIS G. LOWER, II Chairman of the Board of Directors
- -------------------- and Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/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 Chief Investment Officer and Director
- ----------------
Casey J. Sylla
*/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 exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION
(4) Form of Contract Riders
(23)(b) Consent of Attorneys
NORTHBROOK LIFE INSURANCE COMPANY
(herein called "we" or "us")
Amendatory Endorsement for Transfer Limitations
As used in this Endorsement, "Contract" means the Contract or Certificate to
which this Endorsement is attached.
The following is added to the Transfers provision in your Contract.
We reserve the right to limit transfer amounts among Sub-accounts of the
Variable Account if we determine, in our sole discretion, that the exercise of
that right by one or more Contract Owners is, or would be, to the disadvantage
of other Contract Owners. Transfer limitations could be applied to transfers to
or from some or all of the Sub-accounts and could include but not be limited to:
o The requirement of a minimum time period between each transfer;
o Not accepting transfer requests of an agent acting under a
power-of-attorney on behalf of more than one Contract Owner; or,
o Limiting the dollar amount that may be transferred between the Sub-accounts
and the Fixed Account by a Contract Owner at any one time.
Such restrictions may be applied in any manner reasonably designed to prevent
any use of the transfer right which is considered by us to be to the
disadvantage of other Contract Owners.
Except as amended, the Contract remains unchanged.
Secretary Chairman and Chief Executive Officer
NLU891 (2/99)
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
(herein called "we" or "us")
Death Benefit Combination Rider
As used in this Rider, "Contract" means the Contract or Certificate to which
this Rider is attached.
This rider was issued because you selected the Death Benefit Combination and
becomes a part of your Contract effective (XX/XX/XX).
The following is added to the Death Benefit provision of your Contract:
I. If the Owner is a Natural Person, the Death Benefit Combination applies
only to the death of the Owner. If the Owner is not a Natural Person, the
Maximum Death Benefit applies only to the death of the Annuitant. This is
unlike the death benefit defined in the Death Benefit provision of your
Contract, which may apply to the death of the Annuitant even if the Owner
is a Natural Person.
The Death Benefit will be the greatest of the values stated in your Contract, or
the value of the Death Benefit Combination.
The Death Benefit Combination is equal to the greater of two separately
calculated death benefits, Death Benefit A and Death Benefit B, as defined
below.
Death Benefit A
o On the Rider Date, Death Benefit A is equal to the Cash Value.
o On the first Contract anniversary after the Rider Date, Death Benefit A is
equal to Death Benefit A on the Rider Date multiplied by an interest factor
representing the portion of the year from the Rider Date to the Contract
anniversary after the Rider Date. The interest factor is equivalent to 5%
annual increase.
o Death Benefit A will be recalculated on each subsequent Contract
anniversary, but not beyond the Contract anniversary preceding the oldest
Owner's 85th birthday. Death Benefit A will be equal to Death Benefit A as
of the prior Contract anniversary multiplied by 1.05 which results in an
increase of 5% annually.
o For all ages, Death Benefit A will be adjusted on each Contract
anniversary, or upon receipt of a death claim, as follows:
o Death Benefit A will be reduced by a withdrawal adjustment defined below.
o Any additional purchase payments since the prior Contract anniversary will
be added.
Death Benefit B
o On the Rider Date, Death Benefit B is equal to the Cash Value.
o After the Rider Date, Death Benefit B is recalculated when a purchase
payment or a withdrawal is made or on a Contract anniversary as follows;
o For purchase payments for all ages, Death Benefit B is equal to the most
recently calculated Death Benefit B plus the purchase payment.
o For withdrawals for all ages, Death Benefit B is equal to the most recently
calculated Death Benefit B reduced by a withdrawal adjustment defined
below.
o On each Contract anniversary until the oldest Owner, or Annuitant if the
Owner is a non-Natural Person, attains age 85, Death Benefit B is equal to
the greater of the Cash Value or the most recently calculated Death Benefit
B.
o In the absence of any withdrawals or purchase payments, Death Benefit B
will be the greatest of the Cash Value on the Rider Date and all Contract
Anniversary Cash Values between the Rider Date and the date we calculate
the death benefit.
NLU893
<PAGE>
Withdrawal Adjustment
The withdrawal adjustment is equal to (1) divided by (2), with the result
multiplied by (3) where:
(1) = the withdrawal amount.
(2) = the Cash Value immediately prior to the withdrawal.
(3) = the most recently calculated Death Benefit A or B, as
applicable.
II. The following is added to the Mortality and Expense Risk Charge provision
of your Contract: modified as follows:
o On and after the Rider Date, the maximum annualized Mortality and
Expense Risk Charge is increased by 0.24% for this rider.
Except as amended by this rider, the Contract remains unchanged.
Secretary Chairman and Chief Executive Officer
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 statement of additional information contained in Post-Effective Amendment
No. 20 to the Form N-4 Registration Statement of Northbrook Life Insurance
Company (File No.
33-35412).
FREEDMAN, LEVY, KROLL & SIMONDS
Washington, DC
March 1, 1999
