-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXLDEwiV3LZr6LjaMsDDzhGWoCLhQpb6tuA9zqP5YScysuHqZd6X8LxQI8YCtYqW bYU2L9jl+lGW5q62ASh5ow== 0000945094-00-000032.txt : 20000216 0000945094-00-000032.hdr.sgml : 20000216 ACCESSION NUMBER: 0000945094-00-000032 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHBROOK VARIABLE ANNUITY ACCOUNT II CENTRAL INDEX KEY: 0000864922 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 033-35412 FILM NUMBER: 544605 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 811-06116 FILM NUMBER: 544606 BUSINESS ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 7084024301 MAIL ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 485APOS 1 LONGEVITY REWARD RIDER SUPPLEMENT 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. 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. 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. 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:
- ---------------------------------------- ------------------------------------------ -------------------------------------- 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% - ---------------------------------------- ------------------------------------------ --------------------------------------
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. 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
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. **/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.
EXHIBIT INDEX Exhibit Description 4(c) Form of Longevity Reward Rider 10(b) Consent of Attorneys 99(e) Power of Attorney EX-4 2 FORM OF LONGEVITY REWARD RIDER 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% 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 EX-10 3 CONSENT 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 EX-99 4 POWER OF ATTORNEY 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 -----END PRIVACY-ENHANCED MESSAGE-----