N-8F 1 n8f06116.txt DEREGISTRATION No. 811-06116 APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES Pursuant to Section 8(f) of the Investment Company Act of 1940 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F Northbrook Variable Annuity Account II I. General Identifying Information 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): [X] Merger [ ] Liquidation [ ] Abandonment of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [ ] Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of the form and complete verification at the end of the form.) 2. Name of fund: Northbrook Variable Annuity Account II 3. Securities and Exchange Commission File No.: 811-06116 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? [X] Initial Application [ ] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): 3100 Sanders Road Northbrook, Illinois 60062 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Beth Brown Allstate Life Insurance Company 3100 Sanders Road, Suite J5B Northbrook, IL 60062 (847) 402-7855 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 3 la- 1 and 31 a-2 under the Act [ 17 CFR 270.3 la-1, .3 la-2]: NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules. Michael J. Velotta Senior Vice President, Secretary and General Counsel Allstate Life Insurance Company 3100 Sanders Road, Suite J5B Northbrook, IL 60062 (847) 402-2400 8. Classification of fund (check only one): [ ] Management company, [X] Unit investment trust; or [ ] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): Not Applicable Open-end [] Closed-end [ ] 10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): State of Illinois 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: Not applicable 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: The Depositor entered into a Distribution Agreement with Morgan Stanley DW Inc., whereby Morgan Stanley DW served as the principal underwriter for contracts issued through Registrant. The principal business address of Morgan Stanley DW is 1585 Broadway, New York, New York 10036. 13. If the fund is a unit investment trust ("UIT") provide: (a) Depositor's name(s) and address(es): Northbrook Life Insurance Company 3100 Sanders Road Northbrook, Illinois 60062 (b) Trustee's name(s) and address(es): Not applicable 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? []Yes [X]No If Yes, for each UIT state: Name(s): FileNo.: 811 Business Address: 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X]Yes []No If Yes, state the date on which the board vote took place: July 30, 2002 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? []Yes [X]No If Yes, state the date on which the shareholder vote took place: If No, explain: This merger involves the combination of variable annuity separate accounts as part of the merger of Northbrook Life Insurance Company into its parent, Allstate Life Insurance Company. Except for the change in the separate account funding the variable annuity contracts, the rights and benefits of the contract owners were not changed by the merger of separate accounts. Immediately following the merger, variable annuity contract owners possessed the same number of units (both full and fractional) that, when multiplied by the unit value of surviving separate account, resulted in an aggregate unit value equal to the aggregate unit value of the units the contract owner had in the respective separate account immediately before the consummation of the merger. Following the merger, the Depositor distributed to each contract owner: (a) a variable annuity contract rider (filed with the appropriate state insurance department) indicating that such contracts are thereafter funded by the surviving separate account; (b) a letter informing such contract owners of the merger; and (c) a current prospectus that reflected the surviving separate account as the separate account funding the contracts. The merger was also the subject of an Order of Exemptive Relief issued December 26, 2002 (Release No. 25877), pursuant to Section 17(b) of the Investment Company Act of 1940. II. Distributions to Shareholders 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? []Yes [X]No (a) If Yes, list the date(s) on which the fund made those distributions: (b) Were the distributions made on the basis of net assets? []Yes []No (c) Were the distributions made pro rata based on share ownership? []Yes []No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: Not applicable. (e) Liquidations only: Were any distributions to shareholders made in kind? []Yes [X]No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: 17. Closed-end funds only: Has the fund issued senior securities? []Yes []No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: 18. Has the fund distributed all of its assets to the fund's shareholders? []Yes [X]No If No, (a) How many shareholders does the fund have as of the date this form is filed? None (b) Describe the relationship of each remaining shareholder to the fund: Not applicable 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? []Yes [X]No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III. Assets and Liabilities 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) []Yes [X]No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? []Yes []No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? []Yes [X]No If Yes, (a) Describe the type and amount of each debt or other liability (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. Information About Event(s) Leading to Request For Deregistration 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: $1000 (ii) Accounting expenses: $500 (iii) Other expenses (list and identify separately): $0 (iv) Total expenses (sum of lines (i)-(iii) above): $1500 (b) How were those expenses allocated? Those expenses were allocated to the depositor. (c) Who paid those expenses? Those expenses were paid by the depositor through its normal operating expenses. (e) How did the fund pay for unamortized expenses (if any)? Not applicable. 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [X]Yes []No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: The Merger was the subject of Release No. 25877, dated December 26, 2002, granting exemptions from the provisions of Section 17(a) of the Investment Company Act. V. Conclusion of Fund Business 24. Is the fund a party to any litigation or administrative proceeding? []Yes [X]No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [] Yes [X]No If Yes, describe the nature and extent of those activities: VI. Mergers Only 26. (a) State the name of the fund surviving the Merger: Allstate Financial Advisors Separate Account I (b) State the Investment Company Act file number of the fund surviving the Merger: 811-09327 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: An Agreement and Plan of Merger related to the merger of Northbrook Life Insurance Company into its parent, Allstate Life Insurance Company was filed with the initial Form N-4 Registration statements for all variable annuity contracts subject to the merger. (See e.g. Form N-4 Registration Statement, dated December 31, 2002 (File No. 333-102293)). The depositor Board Resolution authorizing the merger was also filed as an exhibit to those Registration Statements. (d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. VERIFICATION The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Northbrook Variable Annuity Account II ("Registrant"); (ii) he is the Senior Vice President, Secretary and General Counsel of the Allstate Life Insurance Company, as successor to Northbrook Life Insurance Company ("Depositor"); and (iii) all actions by Depositor of the Registrant, shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his or her knowledge, information and belief. By: /s/Michael J. Velotta ------------------------------- Michael J. Velotta Senior Vice President, Secretary and General Counsel Allstate Life Insurance Company