485BPOS 1 facesupppartc.txt SUPPLEMENT As filed with the Securities and Exchange Commission on October 12, 2001. -------------------------------------------------------------------------------- File Nos. 033-35412 811-06116 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 35 AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 43 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: CHARLES M. SMITH, JR., ESQUIRE DANIEL J. FITZPATRICK, ESQUIRE NORTHBROOK LIFE INSURANCE COMPANY MORGAN STANLEY DW INC. 3100 SANDERS ROAD, SUITE J5B 1585 BROADWAY NORTHBROOK, ILLINOIS 60062 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 _x on November 6, 2001 pursuant to paragraph (b) of Rule 485 _ 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. Explanatory Note Registrant is filing this post-effective amendment ("Amendment") for the purpose of amending an optional longevity reward rider ("Rider") currently available under the Morgan Stanley Variable Annuity II contract (the "Contract") described in the currently effective prospectus and SAI for that Contract, each dated May 1, 2001, included in the Registration Statement. The new Rider is identical to the existing Rider, except that the new Rider will be available to an expanded class of eligible Contract owners. The Amendment is not intended to amend or delete any part of the Registration Statement, except as specifically noted herein. Page 1 Northbrook Life Insurance Company Northbrook Variable Annuity Account II Supplement, dated November 1, 2001, to the Morgan Stanley Variable Annuity II Prospectus dated May 1, 2001 as Supplemented June 18, 2001 This supplement describes a change to the Longevity Reward Rider ("Rider") now available to eligible holders of Morgan Stanley Variable Annuity II contracts ("Contracts") offered by Northbrook Life Insurance Company. The Rider has been amended to expand eligibility for the Rider. Please keep this supplement for future reference together with your prospectus. On page 29, the section entitled "Eligibility" is deleted and replaced with the following: Eligibility You may elect the Rider at any time during the Accumulation Phase if on the date of application for the Rider: o the Contract owner's initial purchase payment is no longer subject to a withdrawal charge; and o the Contract owner's additional purchase payments, if any, would be subject to total withdrawal charges (assuming a current surrender of the Contract) equal to an amount not greater than 0.25% of the Current Contract Value 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 SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this amended registration statement, and has caused this Registration Statement, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Township of Northbrook, State of Illinois, on the 12th day of October, 2001. NORTHBROOK VARIABLE ANNUITY ACCOUNT II (REGISTRANT) BY: NORTHBROOK LIFE INSURANCE COMPANY (DEPOSITOR) By: /s/MICHAEL J. VELOTTA -------------------------- Michael J. Velotta Vice President, Secretary and 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 12th day of October, 2001. */THOMAS J. WILSON, II Director, President and Chief Executive ---------------------- Officer (Principal Executive Officer) Thomas J. Wilson, II /s/ MICHAEL J. VELOTTA Director, Vice President, Secretary ---------------------- and General Counsel Michael J. Velotta */MARGARET G. DYER Director ---------------------- Margaret G. Dyer */ MARLA G. FRIEDMAN Director and Vice President ---------------------- Marla G. Friedman */JOHN C. LOUNDS Director ---------------------- John C. Lounds */J. KEVIN McCARTHY Director ---------------------- J. Kevin McCarthy */STEVE SHEBIK Director (Principal Financial Officer) ---------------------- Steve Shebik */SAMUEL H. PILCH Vice President and Controller ---------------------- (Principal Accounting Officer) Samuel H. Pilch */ By Michael J. Velotta, pursuant to Power of Attorney. EXHIBIT LIST The following exhibits are filed herewith: ------------------------------------------ EXHIBIT NO. DESCRIPTION (4)(c) Form of Longevity Reward Rider