-----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, FSwoGDyflZ3kiu9O9SxReIbmkA4+KJUeLHOlOJLOmFKt7ooNy1rO2lIk/d1uyJdt s8OBxO2XwzZxHY3ETlzAoA== 0000945094-99-000053.txt : 19990304 0000945094-99-000053.hdr.sgml : 19990304 ACCESSION NUMBER: 0000945094-99-000053 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990303 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: 99556453 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 NLIC VA2 As filed with the Securities and Exchange Commission on March 3, 1999. - ------------------------------------------------------------------------------ File Nos. 33-35412 811-6116 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ POST-EFFECTIVE AMENDMENT NO. 20 AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/ AMENDMENT NO. 21 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: RICHARD T. CHOI, ESQUIRE CHRISTINE A. EDWARDS, ESQUIRE FREEDMAN, LEVY, KROLL & SIMONDS MORGAN STANLEY DEAN WITTER 1050 CONNECTICUT AVE., NW, SUITE 825 1585 BROADWAY, 38TH FLOOR WASHINGTON, DC 20036 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 __ on (date) pursuant to paragraph (b) of Rule 485 X 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 sole purpose of amending the registration statement to reflect (a) the addition of a new death benefit option that Registrant proposes to make available under the contracts described in the registration statement on or about May 1, 1999 and (b) the reservation of the right to restrict transfers in certain circumstances. The Amendment is not intended to amend or delete any part of the registration statement, except as specifically noted herein. Prior to May 1, 1999, Registrant intends to file a subsequent post-effective amendment, including revised prospectuses and a statement of additional information, that will incorporate the changes set out in this Amendment. PART A - ------ Each prospectus contained in the registration statement is amended as follows: 1. The sections entitled "Introduction" (at question 6) and "Mortality and Expense Risk Charge" shall include the following sentence: We assess an additional Mortality and Expense Risk Charge of 0.24% for Contracts with the optional Death Benefit Combination Provision because of the additional mortality risks we assume under that Provision. 2. The heading "Separate Account Annual Expenses" in the fee table shall include the following column: (AssetManager Contract) With Optional Death Benefit Combination Provision --------------------------- Mortality and Expense Risk Charge......... 1.73% Administrative Expense Charge............. .10% Total Separate Account Annual Expenses.... 1.83% (Variable Annuity II Contract) With Optional Death Benefit Combination Provision --------------------------- Mortality and Expense Risk Charge........ 1.49% Administrative Expense Charge............ .10% Total Separate Account Annual Expenses... 1.59% 3. The examples following the fee table shall include the following chart (to be completed by amendment): (With Optional Death Benefit Combination Provision ) Name of Sub-Account 1 Year 3 Years 5 Years 10 Years ------------------- ------ ------- ------- -------- 4. The section entitled "Benefits Under the Contracts - Death Benefits Prior to the Payout Start Date" shall include the following discussion: If you select the optional Death Benefit Combination Provision, the death benefits payable will be the greater of the death benefits provided by the Enhanced Death Benefit (calculated until the Contract owner's 85th birthday) and the Performance Death Benefit (calculated until the oldest Contract owner, or annuitant if the Contract owner is a non-natural person, attains age 85). 5. The section entitled "Transfers" shall include the following disclosure: For Contracts issued after May 1, 1999, we reserve the right to limit transfers among Sub-Accounts of the Variable Account if we determine, in our sole discretion, that transfers by one or more Contract owners would be to the disadvantage of other Contract owners. We may restrict transfers by taking such steps as: o imposing a minimum time period between each transfer, o refusing to accept transfer requests of an agent acting under a power-of-attorney on behalf of more than one Contract owner, or o limiting the dollar amount that a Contract owner may transfer between the Sub-Accounts and the Fixed Account at any one time. We may apply the restrictions in any manner reasonably designed to prevent transfers that we consider disadvantageous to other Contract owners. PART B - ------ The statement of additional information contained in the registration statement is amended as follows: 1. The section entitled "Performance Data" shall include the following sentence: The Death Benefit Combination Provision was first made available on May 1, 1999. Accordingly, performance figures for Contracts with the Death Benefit Combination Provision for periods prior to that time are based on the actual historical performance of the Sub-Accounts or Portfolios, adjusted to reflect the fee associated with the Provision. 2. The sections entitled "Standardized Total Return" shall include the following chart (to be completed by amendment): (WITH OPTIONAL DEATH BENEFIT COMBINATION PROVISION) 10-Years Or Since Sub-Account 1 Year 5-Years Inception (If Less)*** ----------- ------ ------- ---------------------- ***Contracts with the optional Death Benefit Combination Provision first became available for all Sub-Accounts on May 1, 1999. We have restated the performance information shown in the table to reflect the charges under the Contracts that would have applied had the Contracts been available for the periods shown. 3. The sections entitled "Adjusted Historical Performance" and "Other Total Return" shall include the following chart (to be completed by amendment): (WITH OPTIONAL DEATH BENEFIT COMBINATION PROVISION) Sub-Account and Date of Inception of 10-Years Or Since Corresponding Portfolio 1 Year 5-Years Inception (If Less)*** ----------------------- ------ ------- ---------------------- ***Contracts with the optional Death Benefit Combination Provision first became available for all Sub-Accounts on May 1, 1999. We have restated the performance information shown in the table to reflect the charges under the Contracts that would have applied had the Contracts been available for the periods shown. PART C - ------ Part C is hereby amended to include the following exhibits: Item 24(b). EXHIBITS (4) Form of Contract Riders 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, and its seal to be hereunto affixed and attested, all in the Township of Northfield, State of Illinois, on the 3rd day of March, 1999. NORTHBROOK VARIABLE ANNUITY ACCOUNT II (REGISTRANT) BY: NORTHBROOK LIFE INSURANCE COMPANY (DEPOSITOR) (SEAL) Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA - ----------------------- -------------------------- Brenda D. Sneed Michael J. Velotta Assistant Secretary Vice President, Secretary and and Assistant General Counsel 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 March, 1999. */LOUIS G. LOWER, II Chairman of the Board of Directors - -------------------- and Chief Executive Officer Louis G. Lower, II (Principal Executive Officer) /s/MICHAEL J. VELOTTA Vice President, Secretary, General Counsel - --------------------- and Director Michael J. Velotta */PETER H. HECKMAN President, Chief Operating Officer - ------------------ and Director Peter H. Heckman */JOHN R. HUNTER Assistant Vice President and Director - ---------------- John R. Hunter */KEVIN R. SLAWIN Vice President and Director - ----------------- (Principal Financial Officer) Kevin R. Slawin */CASEY J. SYLLA Chief Investment Officer and Director - ---------------- Casey J. Sylla */KEITH A. HAUSCHILDT Assistant Vice President and Controller - --------------------- (Principal Accounting Officer) Keith A. Hauschildt */ By Michael J. Velotta, pursuant to Power of Attorney, previously filed. EXHIBIT LIST The following exhibit is filed herewith: EXHIBIT NO. DESCRIPTION (4) Form of Contract Riders (23)(b) Consent of Attorneys EX-4 2 FORM OF CONTRACT RIDERS NORTHBROOK LIFE INSURANCE COMPANY (herein called "we" or "us") Amendatory Endorsement for Transfer Limitations As used in this Endorsement, "Contract" means the Contract or Certificate to which this Endorsement is attached. The following is added to the Transfers provision in your Contract. We reserve the right to limit transfer amounts among Sub-accounts of the Variable Account if we determine, in our sole discretion, that the exercise of that right by one or more Contract Owners is, or would be, to the disadvantage of other Contract Owners. Transfer limitations could be applied to transfers to or from some or all of the Sub-accounts and could include but not be limited to: o The requirement of a minimum time period between each transfer; o Not accepting transfer requests of an agent acting under a power-of-attorney on behalf of more than one Contract Owner; or, o Limiting the dollar amount that may be transferred between the Sub-accounts and the Fixed Account by a Contract Owner at any one time. Such restrictions may be applied in any manner reasonably designed to prevent any use of the transfer right which is considered by us to be to the disadvantage of other Contract Owners. Except as amended, the Contract remains unchanged. Secretary Chairman and Chief Executive Officer NLU891 (2/99) NORTHBROOK LIFE INSURANCE COMPANY (herein called "we" or "us") Death Benefit Combination Rider As used in this Rider, "Contract" means the Contract or Certificate to which this Rider is attached. This rider was issued because you selected the Death Benefit Combination and becomes a part of your Contract effective (XX/XX/XX). The following is added to the Death Benefit provision of your Contract: I. If the Owner is a Natural Person, the Death Benefit Combination applies only to the death of the Owner. If the Owner is not a Natural Person, the Maximum Death Benefit applies only to the death of the Annuitant. This is unlike the death benefit defined in the Death Benefit provision of your Contract, which may apply to the death of the Annuitant even if the Owner is a Natural Person. The Death Benefit will be the greatest of the values stated in your Contract, or the value of the Death Benefit Combination. The Death Benefit Combination is equal to the greater of two separately calculated death benefits, Death Benefit A and Death Benefit B, as defined below. Death Benefit A o On the Rider Date, Death Benefit A is equal to the Cash Value. o On the first Contract anniversary after the Rider Date, Death Benefit A is equal to Death Benefit A on the Rider Date multiplied by an interest factor representing the portion of the year from the Rider Date to the Contract anniversary after the Rider Date. The interest factor is equivalent to 5% annual increase. o Death Benefit A will be recalculated on each subsequent Contract anniversary, but not beyond the Contract anniversary preceding the oldest Owner's 85th birthday. Death Benefit A will be equal to Death Benefit A as of the prior Contract anniversary multiplied by 1.05 which results in an increase of 5% annually. o For all ages, Death Benefit A will be adjusted on each Contract anniversary, or upon receipt of a death claim, as follows: o Death Benefit A will be reduced by a withdrawal adjustment defined below. o Any additional purchase payments since the prior Contract anniversary will be added. Death Benefit B o On the Rider Date, Death Benefit B is equal to the Cash Value. o After the Rider Date, Death Benefit B is recalculated when a purchase payment or a withdrawal is made or on a Contract anniversary as follows; o For purchase payments for all ages, Death Benefit B is equal to the most recently calculated Death Benefit B plus the purchase payment. o For withdrawals for all ages, Death Benefit B is equal to the most recently calculated Death Benefit B reduced by a withdrawal adjustment defined below. o On each Contract anniversary until the oldest Owner, or Annuitant if the Owner is a non-Natural Person, attains age 85, Death Benefit B is equal to the greater of the Cash Value or the most recently calculated Death Benefit B. o In the absence of any withdrawals or purchase payments, Death Benefit B will be the greatest of the Cash Value on the Rider Date and all Contract Anniversary Cash Values between the Rider Date and the date we calculate the death benefit. NLU893 Withdrawal Adjustment The withdrawal adjustment is equal to (1) divided by (2), with the result multiplied by (3) where: (1) = the withdrawal amount. (2) = the Cash Value immediately prior to the withdrawal. (3) = the most recently calculated Death Benefit A or B, as applicable. II. The following is added to the Mortality and Expense Risk Charge provision of your Contract: modified as follows: o On and after the Rider Date, the maximum annualized Mortality and Expense Risk Charge is increased by 0.24% for this rider. Except as amended by this rider, the Contract remains unchanged. Secretary Chairman and Chief Executive Officer EX-23 3 CONSENT OF ATTORNEYS Freedman, Levy, Kroll & Simonds CONSENT OF FREEDMAN, LEVY, KROLL & SIMONDS We hereby consent to the reference to our firm under the caption "Legal Matters" in the statement of additional information contained in Post-Effective Amendment No. 20 to the Form N-4 Registration Statement of Northbrook Life Insurance Company (File No. 33-35412). FREEDMAN, LEVY, KROLL & SIMONDS Washington, DC March 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----