-----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, Ma5nmAPkmisASmp8dstxDAaYm27ppst7YYkVEQFaMg3LskPZPJ+O+VRuU3kzhI1S W42tmSQX2bXKxNmiEvSNWg== 0000945094-02-000698.txt : 20021203 0000945094-02-000698.hdr.sgml : 20021203 20021203143944 ACCESSION NUMBER: 0000945094-02-000698 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021203 EFFECTIVENESS DATE: 20021203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHBROOK VARIABLE ANNUITY ACCOUNT II CENTRAL INDEX KEY: 0000864922 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-35412 FILM NUMBER: 02847142 BUSINESS ADDRESS: STREET 1: 3100 SANDERS RD STREET 2: C/O NORTHBROOK LIFE INSURANCE CO CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8474022400 MAIL ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHBROOK VARIABLE ANNUITY ACCOUNT II CENTRAL INDEX KEY: 0000864922 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06116 FILM NUMBER: 02847143 BUSINESS ADDRESS: STREET 1: 3100 SANDERS RD STREET 2: C/O NORTHBROOK LIFE INSURANCE CO CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8474022400 MAIL ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 485BPOS 1 va2bfiling123.txt NLIC VA 2 As filed with the Securities and Exchange Commission on December 3, 2002. - -------------------------------------------------------------------------------- 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. 37 /x/ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 46 /x/ 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 ALLSTATE 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) X 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 __ 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 closing a variable sub-account and limiting transfers into three other variable sub-accounts available under the deferred variable annuity contracts described in the registration statement. 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 December 3, 2002 to the Morgan Stanley Variable Annuity II Prospectus dated May 1, 2002 Effective December 3, 2002 This supplement supplements certain information contained in the prospectus and supersedes any inconsistent information. Please read this supplement carefully and retain it for future reference together with your prospectus. The purpose of this supplement is to advise you that starting on December 3, 2002, we will close one Sub-Account to new purchase payments and new transfers and will limit new purchase payments and new transfers for three other Sub-Accounts. Effective December 3, 2002, we will not permit you to allocate new premiums or make transfers to the LSA Aggressive Growth Sub-Account. However, if, as of December 3, 2002, you are enrolled in one of our special services automatic transaction programs, such as automatic additions, portfolio rebalancing or dollar cost averaging, we will continue to effect automatic transactions for the LSA Aggressive Growth Sub-Account. If you currently have funds allocated to the LSA Aggressive Growth Sub-Account, you may continue that investment, but you may not make additional purchase payments or transfers into the LSA Aggressive Growth Sub-Account. However, shares may be redeemed at any time. Effective December 3, 2002, we will limit new premium allocations and transfers into the following Sub-Accounts to a maximum of $50,000 per day for each of the following Sub-Accounts: Morgan Stanley Variable Investment Series Pacific Growth Morgan Stanley UIF European Growth Putnam VT International Growth However, if, as of December 3, 2002, you are enrolled in one of our special services automatic transaction programs, such as automatic additions, portfolio rebalancing or dollar cost averaging, we will continue to effect automatic transactions to the Pacific Growth, European Growth and International Growth Sub-Accounts without regard to the $50,000 limitation. If you currently have funds allocated to the Pacific Growth, European Growth or International Growth Sub-Accounts, you may continue those investments, but you may not make additional purchase payments or transfers into any those Sub-Accounts in excess of $50,000 per day. However, shares may be redeemed at any time. In the footnotes to the "Portfolio Annual Expenses" table on page 10, the following footnote 8 is added: Effective December 3, 2002, we will not permit you to allocate new premiums or make transfers to the LSA Aggressive Growth Sub-Account. However, if, as of December 3, 2002, you are enrolled in one of our special services automatic transaction programs, such as automatic additions, portfolio rebalancing or dollar cost averaging, we will continue to effect automatic transactions for the LSA Aggressive Growth Sub-Account. If you currently have funds allocated to the LSA Aggressive Growth Sub-Account, you may continue that investment, but you may not make additional purchase payments or transfers into the LSA Aggressive Growth Sub-Account. However, shares may be redeemed at any time. In the footnotes to the "Portfolio Annual Expenses" table on page 10, the following footnote 9 is added: Effective December 3, 2002, we will limit new premium allocations and transfers into the following Sub-Accounts to a maximum of $50,000 per day for the Morgan Stanley Variable Investment Series Pacific Growth, Morgan Stanley UIF European Growth, and Putnam VT International Growth each Sub-Accounts. However, if, as of December 3, 2002, you are enrolled in one of our special services automatic transaction programs, such as automatic additions, portfolio rebalancing or dollar cost averaging, we will continue to effect automatic transactions to the Pacific Growth, European Growth and International Growth Sub-Accounts without regard to the $50,000 limitation. If you currently have funds allocated to the Pacific Growth, European Growth or International Growth Sub-Accounts, you may continue those investments, but you may not make additional purchase payments or transfers into any those Sub-Accounts in excess of $50,000 per day. However, shares may be redeemed at any time. Please change all references throughout the prospectus to the availability of "38" investment alternatives to "37" investment alternatives. PART C OTHER INFORMATION Part C is hereby amended to include the following exhibits: Item 24(b) Exhibits: (9) Opinion of Michael J. Velotta, Vice President, Secretary and General Counsel of Northbrook Life Insurance Company 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, all in the Township of Northbrook, State of Illinois, on the 3rd day of December, 2002. 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 3rd day of December, 2002.
*/*/CASEY J. SYLLA Director, President and Chief Executive - ---------------------- Officer Casey J. Sylla /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 *STEVEN E. SHEBIK Senior Vice President, Chief - ------------------ Financial Officer and Director Steven E. Shebik (Principal Financial Officer) */ERIC A. SIMONSON Senior Vice President, Chief - ------------------ Investment Officer and Director Eric A. Simonson */SAMUEL H. PILCH Vice President and Controller - ---------------------- Samuel H. Pilch
*/ By Michael J. Velotta, pursuant to Power of Attorney, filed in Registrant's Registration Statement (File no. 033-34512). EXHIBIT LIST The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION (9)(d) Opinion and Consent of General Counsel EX-9 3 exh9123.txt OPINION OF GENERAL COUNSEL Exhibit 9(d) NORTHBROOK LIFE INSURANCE COMPANY LAW AND REGULATION DEPARTMENT 3100 Sanders Road, Suite J5B Northbrook, Illinois 60062 Direct Dial Number 847-402-2400 Facsimile 847-402-4371 Michael J. Velotta Vice President, Secretary and General Counsel December 3, 2002 TO: NORTHBROOK LIFE INSURANCE COMPANY NORTHBROOK, IL 60062 FROM: MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL RE: FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 FILE NOS. 033-34512, 811-06116 MORGAN STANLEY VARIABLE ANNUITY II With reference to the above mentioned Registration Statement on Form N-4 ("Registration Statement") filed by Northbrook Life Insurance Company (the "Company"), as depositor, and Northbrook Variable Annuity Account II, as registrant, with the Securities and Exchange Commission described therein, I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that as of December 3, 2002: 1. The Company is duly organized and existing under the laws of the State of Arizona and has been duly authorized to do business by the Director of Insurance of the State of Arizona. 2. The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company. I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Sincerely, /s/ MICHAEL J. VELOTTA - ------------------------------ Michael J. Velotta Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----