-----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, O5KNrDyYSW0bapNW5VeoYiSKD3b4l85qZj3vJuFHXuffRDeOgQkp0cMx392sieXc JdjQ75BH8zgxxbMkAsB4oA== 0000945094-00-000022.txt : 20000203 0000945094-00-000022.hdr.sgml : 20000203 ACCESSION NUMBER: 0000945094-00-000022 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHBROOK LIFE INSURANCE CO CENTRAL INDEX KEY: 0000716791 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363001527 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95995 FILM NUMBER: 520456 BUSINESS ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 7084025000 MAIL ADDRESS: STREET 1: 3100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 S-3 1 NLIC SAM As filed with the Securities and Exchange Commission on February 2, 2000 - ------------------------------------------------------------------------------ FILE NO. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHBROOK LIFE INSURANCE COMPANY (Exact Name of Registrant) ARIZONA 36-3001527 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 3100 Sanders Road Northbrook, Illinois 60062 847/402-5000 (Address and Phone Number of Principal Executive Office) 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 commencement of proposed sale to the Public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/
CALCULATION OF REGISTRATION FEE ====================================================================================================== Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount To Be Registered Registered(1) Aggregate Price Per Aggregate Offering of Registration Unit Price(1) Fee(3) - -------------------- ------------------- ------------------------ -------------------- --------------- Deferred Annuity $300,000,000 (2) $300,000,000 $79,200 Contracts and Participating Interests Therein - -------------------- ------------------- ------------------------ -------------------- ---------------
(1) Estimated solely for purposes of determining the registration fee. (2) The Contract does not provide for a predetermined amount or number of units. (3) Of the $250,000,000 of units of interest under annuity contracts previously registered under Registration Statement No. 033-90272, $80,000,000, for which a filing fee of $27,586.40 was previously paid, are being carried forward pursuant to Rule 429. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Explanatory Note Registrant is filing this registration statement for the sole purpose of registering additional interests under deferred annuity contracts previously described in the May 1, 1999 prospectus contained in Registrant's Form S-3 registration statement (File No. 033-90272). Registrant incorporates herein by reference that May 1, 1999 prospectus, which remains unchanged. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-laws of Northbrook Life Insurance Company ("Registrant") provide that Registrant will indemnify its officers and directors for certain damages and expenses that may be incurred in the performance of their duty to Registrant. No indemnification is provided, however, when such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty, unless indemnification is deemed appropriate by the court upon application. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Exhibit No. Description (1) Form of Underwriting Agreement (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Form N-4 registration Statement of Northbrook Variable Annuity Account II of Northbrook Life Insurance Company (File No. 033-35412)dated December 31, 1996). (2) None (4) Form of Northbrook Life Insurance Company Flexible Premium Deferred Annuity Certificate and Application (Incorporated herein by reference to Post-Effective Amendment No. 4 to Form S-1 on Form S-3 registration statement of Registrant (File No. 33-90272) dated April 29, 1999). (5) Opinion of General Counsel re: Legality (8) None (12) None (15) None (23)(a) Independent Auditors' Consent (23)(b) Consent of Attorneys (24) Powers of Attorney (25) None (26) None (27) Not applicable (99) Form of Resolution of Board of Directors (Incorporated herein by reference to Post-Effective Amendment No. 3 to Form S-1 registration statement of Registrant (File No. 033-84480) dated April 1, 1997). ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant, Northbrook Life Insurance Company, pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it will meet all of the requirements for the filing of Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the Township of Northfield, State of Illinois, on the 2nd day of February, 2000. NORTHBROOK LIFE INSURANCE COMPANY (REGISTRANT) (SEAL) /s/ MICHAEL J. VELOTTA By: ----------------------------------- Michael J. Velotta Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 2nd 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, - --------------------- Secretary, and General Counsel Michael J. Velotta */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 filed herewith. EXHIBIT LIST The following exhibits are filed herewith: Exhibit No. Description (5) Opinion of General Counsel re: Legality (23)(a) Independent Auditors' Consent (23)(b) Consent of Attorneys (24) Powers of Attorney for: Thomas J. Wilson, II Director, President and Chief Operating Officer (Principal Executive Officer) John R. Hunter Director and Vice President Kevin R. Slawin Director and Vice President (Principal Financial Officer) Casey J. Sylla Director and Chief Investment Officer Samuel H. Pilch Controller (Principal Accounting Officer) EX-5 2 OPINION OF GENERAL COUNSEL OPINION OF GENERAL COUNSEL RE: LEGALITY NORTHBROOK LIFE INSURANCE COMPANY LAW AND REGULATION DEPARTMENT 3100 Sanders Road, J5B Northbrook, Illinois 60062 Direct Dial Number 847-402-2400 Facsimile 847-402-4371 Michael J. Velotta Please direct reply to: Vice President, Secretary Post Office Box 3005 And General Counsel Northbrook, Illinois 60065-3005 February 2, 2000 TO: NORTHBROOK LIFE INSURANCE COMPANY NORTHBROOK, ILLINOIS 60062 FROM: MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL RE: FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ("Registration Statement") With reference to the above Registration Statement filed by Northbrook Life Insurance Company (the "Company"), as registrant, with the Securities and Exchange Commission covering Flexible Premium Deferred Annuity Contracts ("Scheduled Annuity Manager"), 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: 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 cc: Bruce A. Teichner, Esq. Allstate Life Insurance Company EX-23 3 CONSENTS Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northbrook Life Insurance Company on Form S-3 of our report dated February 19, 1999, appearing in the Annual Report on Form 10-K of Northbrook Life Insurance Company for the year ended December 31, 1998, which was incorporated by reference in Registration Statement No. 033-90272 on Form S-3, which is incorporated by reference in this Registration Statement, and to the reference to us under the heading "Experts" in the Prospectus also contained in Registration Statement No. 033-90272. Chicago, Illinois February 2, 2000 Exhibit 23(b) 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 prospectus, dated May 1, 1999, incorporated by reference in the Form S-3 Registration Statement of Northbrook Life Insurance Company to which this consent relates. /s/FREEDMAN, LEVY, KROLL & SIMONDS Washington, D.C. February 2, 2000 EX-24 4 POWERS OF ATTORNEY POWER OF ATTORNEY WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY REGISTRATION STATEMENT ON FORM S-3 "SCHEDULED ANNUITY MANAGER" 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. February 2, 2000 Date /s/ THOMAS J. WILSON, II - --------------------------------- Thomas J. Wilson, II Director, President, and Chief Operating Officer (Principal Executive Officer) POWER OF ATTORNEY WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY REGISTRATION STATEMENT ON FORM S-3 "SCHEDULED ANNUITY MANAGER" Know all men by these presents that John R. Hunter, 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. February 2, 2000 Date /s/ JOHN R. HUNTER - --------------------------------- John R. Hunter Director and Vice President POWER OF ATTORNEY WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY REGISTRATION STATEMENT ON FORM S-3 "SCHEDULED ANNUITY MANAGER" Know all men by these presents that Kevin R. Slawin 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. February 2, 2000 Date /s/ KEVIN R. SLAWIN - --------------------------------- Kevin R. Slawin Director and Vice President (Principal Financial Officer) POWER OF ATTORNEY WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY REGISTRATION STATEMENT ON FORM S-3 "SCHEDULED ANNUITY MANAGER" Know all men by these presents that Casey J. Sylla, 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. February 2, 2000 Date /s/ CASEY J. SYLLA - --------------------------------- Casey J. Sylla Director and Chief Investment Officer POWER OF ATTORNEY WITH RESPECT TO NORTHBROOK LIFE INSURANCE COMPANY REGISTRATION STATEMENT ON FORM S-3 "SCHEDULED ANNUITY MANAGER" Know all men by these presents that Samuel H. Pilch, 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. February 2, 2000 Date /s/ SAMUEL H. PILCH - --------------------------------- Samuel H. Pilch Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----