AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
FILE NOS. 033-35412
811-6116
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 23 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 25/X/
NORTHBROOK VARIABLE ANNUITY ACCOUNT II
(Exact Name of Registrant)
NORTHBROOK LIFE INSURANCE COMPANY
(Name of Depositor)
NORTHBROOK LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Address and Telephone Number of Depositor's Principal Offices)
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 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
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/X/ on May 1, 2000 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 purpose
of adding an optional rider ("Rider") to the Morgan Stanley Dean Witter Variable
Annuity II contract (the "Contract") described in the currently effective
prospectus and SAI for that Contract, each dated May 2, 1999, included in the
Registration Statement. The Rider provides a reduced mortality and expense risk
charge, a waiver of the contract maintenance charge under certain circumstances,
an enhancement to the contract continuation option of a surviving spouse, and a
new three year withdrawal charge schedule for existing and new purchase payments
(with certain exceptions) withdrawn after the Rider is issued. The Amendment is
not intended to amend or delete any part of the Registration Statement, except
as specifically noted herein.
<PAGE>
Northbrook Life Insurance Company
Northbrook Variable Annuity Account II
Supplement, dated _________, 2000, to the
Morgan Stanley Dean Witter Variable Annuity II Prospectus
dated May 2, 1999
This supplement describes an optional rider ("Rider") now available to eligible
holders of Morgan Stanley Dean Witter Variable Annuity II contracts
("Contracts") offered by Northbrook Life Insurance Company. The Rider provides
the following additional benefits under the Contracts:
o a reduced mortality and expense risk charge;
o a permanent waiver of the contract maintenance charge for Contracts with
Contract Value of $40,000 or more; and
o a "step up" of Contract Value to the amount of the death benefit if a
surviving spouse elects to continue the Contract.
At the same time the Rider applies a new three year withdrawal charge schedule
("new schedule") to existing and new purchase payments (with certain exceptions)
withdrawn after the date we issue the Rider ("Rider Date"). The withdrawal
charges decline from 3% to 0% over three years. The Rider may not be appropriate
for you if you expect to make a withdrawal within the first three years of the
Rider Date.
Please keep this supplement for future reference together with your prospectus.
All capitalized terms have the same meaning as those included in the prospectus.
Eligibility
You may elect the Rider at any time during the Accumulation Phase if all
purchase payments have a 0% early withdrawal charge.
Mortality and Expense Risk Charge
If you elect the Rider, then commencing on the Rider Date, we will reduce the
maximum annualized mortality and expense risk charge ("M&E charge") by 0.07%.
That means your M&E charge will never be greater than 1.18% (1.31% if you select
the Enhanced Death Benefit Option, the Performance Death Benefit Option, or the
Performance Income Benefit Option, and 1.42% if you select the Performance
Benefit Combination Option or the Death Benefit Combination Option). (The 0.10%
administrative expense charge remains unchanged under the Rider.)
Contract Maintenance Charge
If you elect the Rider we will waive the contract maintenance charge for the
life of the Contract provided your total Contract Value is $40,000 or more on or
after the Rider Date.
<PAGE>
Contract Continuation By a Surviving Spouse
If the surviving spouse continues the Contract as described in the fourth
paragraph under Death Benefit Payments on page __ of the prospectus, the
following provision applies:
On the date the Contract is continued, the Contract Value will equal the
amount of the death benefit as determined as of the Valuation Date on which
we received Due Proof of Death (the next Valuation Date, if we receive Due
Proof of Death after 3 p.m. Central Time). All ownership rights under the
Contract will then be available to your spouse as the new Contract owner.
New Withdrawal Charge
If you elect the Rider we will apply the new withdrawal charge schedule set
forth below. That means that we may assess a withdrawal charge of up to 3% of
the amount of purchase payments you withdraw after the Rider Date. The
withdrawal charge applies to purchase payments made both before the Rider Date
("existing payments"), as well as payments made after the Rider Date ("new
purchase payments"). The withdrawal charge declines to 0% according to the
following schedule:
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------- ------------------------------------------ --------------------------------------
Existing Purchase Payments New Purchase Payments
- ---------------------------------------- ------------------------------------------ --------------------------------------
- ---------------------------------------- ------------------------------------------ --------------------------------------
Number of Complete Years Since We Withdrawal Charge (as a Percentage
Received the New Purchase Payment Being of New or Existing Purchase Payments
Number of Complete Years Since the Withdrawn Withdrawn)
Rider Date
- ---------------------------------------- ------------------------------------------ --------------------------------------
- ---------------------------------------- ------------------------------------------ --------------------------------------
0 0 3%
1 1 2%
2 2 1%
3+ 3+ 0%
- ---------------------------------------- ------------------------------------------ --------------------------------------
</TABLE>
Once all purchase payments have been withdrawn, additional withdrawals will not
be assessed a withdrawal charge. The maximum aggregate early withdrawal charge
is 3% of your purchase payments.
Free Withdrawal Amount
If you elect the Rider, you will continue to have the option to make withdrawals
of up to 15% of your purchase payments without paying a withdrawal charge.
However, under the Rider, the Free Withdrawal Amount is 15% of the amount of
purchase payments as of the Rider Date or the most recent Contract Year,
whichever is later. As with all withdrawals, we will treat withdrawals as coming
from the oldest purchase payments first. Unused portions of the Free Withdrawal
Amount do not carry forward to future Contract Years.
<PAGE>
PART C
OTHER INFORMATION
PART C is hereby amended to include the following exhibits:
ITEM 24(B) EXHIBITS
4(c) Form of Longevity Reward Rider
10(b) Consent of Attorneys
99(e) Power of Attorney for Thomas J. Wilson, II
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Northbrook Variable Annuity Account II, has caused this
amended Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the Township of Northfield, State of Illinois, on the 14th day of February,
2000.
NORTHBROOK VARIABLE ANNUITY ACCOUNT II
(REGISTRANT)
BY: NORTHBROOK LIFE INSURANCE COMPANY
(DEPOSITOR)
(SEAL)
By: /s/MICHAEL J. VELOTTA
-----------------------
Michael J. Velotta
Vice President, Secretary and General Counsel
As required by the Securities Act of 1933, this amended Registration Statement
has been duly signed below by the following Directors and Officers of Northbrook
Life Insurance Company on the 14th day of February, 2000.
<S> <C>
**/THOMAS J. WILSON, II Director, President and
Thomas J. Wilson, II Chief Operating Officer
(Principal Executive Officer)
/s/MICHAEL J. VELOTTA Director, Vice President,
Michael J. Velotta Secretary, and General Counsel
*/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 previously filed.
**/ By Michael J. Velotta, pursuant to Powers of Attorney filed herewith.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
4(c) Form of Longevity Reward Rider
10(b) Consent of Attorneys
99(e) Power of Attorney
Exhibit 4(c)
NLU911
NORTHBROOK LIFE INSURANCE COMPANY
(herein called "we" or "us")
Longevity Reward Rider
As used in this rider, "Contract" means the Contract or Certificate to which
this rider is attached.
For purposes of this rider, "Rider Date" is the date this rider was issued as
part of your Contract, effective on (XX/XX/XX).
Eligibility. This elective rider becomes available to Contract Owners on the
date all Purchase Payments have a 0.0% Early Withdrawal Charge.
Contract Maintenance Charge. The Contract Maintenance Charge of $30 will be
waived for the remainder of the life of the Contract when the Cash Value is
$40,000 or more on or after the Rider Date.
Mortality and Expense Risk Charge. The Mortality and Expense Risk Charge
provision of your Contract is modified as follows:
Commencing on the Rider Date, the maximum annualized Mortality and Expense Risk
Charge is decreased by 0.07%.
Options of New Owner. The second bullet under the Options of New Owner provision
is replaced with the following:
If your spouse does not make this election, then the accumulation phase
continues as if the death had not occurred. On the date the Contract is
continued, the Cash Value will equal the amount of the Death Benefit as
determined as of the Valuation Date on which we received Due Proof of Death
(the next Valuation Date, if we received Due Proof of Death after 3 p.m.
Central Time). All ownership rights under the Contract are then available
to your spouse as the new Owner.
Early Withdrawal Charge. A new Early Withdrawal Charge is effective on and after
the Rider Date. The Early Withdrawal Charge provision is as follows:
An Early Withdrawal Charge may be applied to a full surrender or partial
withdrawal of total remaining Purchase Payments as of the Rider date, in excess
of the Free Withdrawal Amount. The Early Withdrawal Charge schedule for the
total remaining Purchase Payments as of the Rider Date is as follows:
Maximum
Complete Withdrawal
Years since Charge
Rider Date Percent
0 3%
1 2%
2 1%
3 or more 0%
<PAGE>
If additional Purchase Payments are made after the Rider Date, an Early
Withdrawal Charge may be applied to a full surrender or partial withdrawal of
these additional Purchase Payments. Early Withdrawal Charges will be based on
the ages(s) of the Purchase Payment(s) associated with the withdrawal according
to the following schedule:
Maximum
Complete Years Withdrawal
since Purchase Charge
Payment was made Percent
0 3%
1 2%
2 1%
3 or more 0%
Once all Purchase Payments have been withdrawn, additional withdrawals will not
be assessed an Early Withdrawal charge. The maximum aggregate Early Withdrawal
charge is 3% of your Purchase Payments.
Free Withdrawal Amount. A Free Withdrawal Amount will be available in each
Contract Year. This Free Withdrawal Amount may be withdrawn over the course of
the Contract Year without incurring Early Withdrawal Charges. The Free
Withdrawal Amount is 15% of the amount of Purchase Payments as of the Rider Date
or the most recent Contract Year, whichever is later. As with all withdrawals,
the Free Withdrawal Amount will be assumed to come from the oldest remaining
Purchase Payments first. Free Withdrawal Amounts not withdrawn in a Contract
Year are not carried over to increase the Free Withdrawal Amount in a subsequent
Contract Year.
Except as amended in this rider, the Contract remains unchanged.
Michael J. Velotta Louis G. Lower, II
Secretary Chairman and Chief Executive Officer
Exhibit 10(b)
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 2, 1999, previously filed in Form N-4 Registration
Statement (File No. 33-35412) of Northbrook Life Insurance Company.
/s/FREEDMAN, LEVY, KROLL & SIMONDS
Washington, D.C.
February 14, 2000
Exhibit 99(e)
POWER OF ATTORNEY
WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY
REGISTRATION STATEMENT ON FORM N-4
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.
/s/ THOMAS J. WILSON, II
- -------------------------
Thomas J. Wilson, II
Director, President, and Chief Operating Officer
(Principal Executive Officer)
Date: February 14, 2000
