-----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, BBUf0ia1PXX0gQzSQvlCf/xNcgCXUCC/SgECpcjlkatqHklHac5NPrsse8yVlb9Q VsVTmWkSFIhzlEY7a+2HFQ== 0000950131-96-001432.txt : 19960404 0000950131-96-001432.hdr.sgml : 19960404 ACCESSION NUMBER: 0000950131-96-001432 CONFORMED SUBMISSION TYPE: POS AMI PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960402 SROS: NASD 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: POS AMI SEC ACT: 1940 Act SEC FILE NUMBER: 033-90272 FILM NUMBER: 96543902 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 POS AMI 1 POST-EFFECTIVE AMEND. NO. 1 TO S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1996 REGISTRATION NO. 33-90272 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1[X] FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- NORTHBROOK LIFE INSURANCE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- ILLINOIS 6311 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) 36-3001527 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) ---------------- 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) ---------------- MICHAEL J. VELOTTA, ESQUIRE 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: CHRISTINE A. EDWARDS, ESQ. GREGOR B. MCCURDY, ESQ. DEAN WITTER REYNOLDS INC. ROUTIER AND JOHNSON, P.C. 1700 K STREET N.W. TWO WORLD TRADE CENTER SUITE 1003 NEW YORK, N.Y. 10048 WASHINGTON, D.C. 20006 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The Annuity Contract covered by this registration statement is to be issued promptly and from time to time 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 check the following box [X]. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED TITLE OF EACH MAXIMUM MAXIMUM AMOUNT CLASS OF AMOUNT OFFERING AGGREGATE OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER UNIT PRICE FEE - --------------------------------------------------------------------------------------------- Deferred Annuity Contracts and Participating Interests therein * * * * - ---------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- A maximum aggregate offering price of $250,000,000 was previously registered. No additional amount of securities is being registered by this post-effective amendment to the registration statement. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NORTHBROOK LIFE INSURANCE COMPANY CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)
FORM S-1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS - ------------------------ --------------------- 1. Forepart of the Registra- tion Statement and Outside Front Cover Page of Pro- spectus................... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Pro- spectus................... Inside Front Cover 3. Summary Information, Risk Factors and Ratio of Earn- ings to Fixed Charges..... Inside Front Cover; The Accumulation Phase 4. Use of Proceeds........... Investments by the Company 5. Determination of Offering Price..................... Not Applicable 6. Dilution.................. Not Applicable 7. Selling Security Holders.. Not Applicable 8. Plan of Distribution...... The Purchase of the Contract; Distribution of the Contracts 9. Description of Securities The Purchase of the Contract; The Accumulation to be Registered.......... Phase; The Parties to the Contract; The Death Benefit Provisions; The Payout Phase; Amendment of the Contracts; Federal Tax Matters 10. Interests of Named Experts and Counsel............... Not Applicable 11. Information with Respect The Company; Selected Financial Data; to the Registrant......... Competition; Employees; Properties; State Regulation; Executive Officers and Directors; Executive Compensation; Legal Proceedings 12. Disclosure of Commission Position on Indemnifica- tion for Securities Act Liabilities............... Not Applicable
NORTHBROOK LIFE INSURANCE COMPANY 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 (800) 654-2397 GROUP AND INDIVIDUAL DEFERRED ANNUITY CONTRACTS DISTRIBUTED BY DEAN WITTER REYNOLDS INC. TWO WORLD TRADE CENTER NEW YORK, NEW YORK 10048 ---------------- This Prospectus describes the group and individual Flexible Premium Deferred Annuity Contract ("Contract") offered by Northbrook Life Insurance Company ("Company"), a wholly owned subsidiary of Allstate Life Insurance Company. Dean Witter Reynolds Inc. ("Dean Witter") is the principal underwriter and distributor of the Contracts. In certain states the Contract is only available as a group Contract. In these states a Certificate (hereinafter referred to as "Contract"), which summarizes the provisions of the Master Group Policy issued to Dean Witter, is issued to customers of Dean Witter. The Contract has the flexibility to allow you to shape an annuity to fit your particular needs. It is designed to aid you in your choice of short-term, mid- term, or long-term financial planning and can be used for retirement planning regardless of whether the plan qualifies for special federal income tax treatment. Presently, the Company will accept an initial Purchase Payment of $1,000, but reserves the right to increase this amount to no more than $4,000 ($1,000 for a Qualified Contract). Additional Purchase Payments of $1,000 or more may be added to the Contract. Partial Withdrawals and surrenders under the Contract may be subject to a Market Value Adjustment. Therefore, the Owner bears some investment risk under the Contract. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI- TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE. THE DATE OF THIS PROSPECTUS IS MAY 1, 1996. THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES. PLEASE CHECK WITH YOUR DEAN WITTER ACCOUNT EXECUTIVE FOR AVAILABILITY IN YOUR STATE. At least once each Contract year, the Company will send the Owner an annual statement that contains certain information pertinent to the individual Owner's Contract. The annual statement details values and specific Contract data that applies to each particular Contract. The annual statement does not contain financial statements of the Company. The Company, however, is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission. Reports and other information filed by the Company can be inspected at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. TABLE OF CONTENTS
PAGE ---- GLOSSARY................................................................... 3 THE CONTRACTS.............................................................. 5 The Purchase of the Contract............................................. 5 The Accumulation Phase................................................... 5 The Parties to the Contract.............................................. 9 The Death Benefit Provisions............................................. 9 The Payout Phase......................................................... 10 AMENDMENT OF THE CONTRACTS................................................. 12 DISTRIBUTION OF THE CONTRACTS.............................................. 12 FEDERAL TAX MATTERS........................................................ 12 Introduction............................................................. 12 Taxation of the Company.................................................. 12 Taxation of Annuities in General......................................... 12 Qualified Plans.......................................................... 14 Other Considerations..................................................... 14 THE COMPANY................................................................ 15 Business................................................................. 15 Reinsurance Agreements................................................... 15 Investments by the Company............................................... 15 SELECTED FINANCIAL DATA.................................................... 17
PAGE ---- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................. 18 Results of Operations................................................... 18 Financial Position...................................................... 18 Liquidity and Capital Resources......................................... 18 COMPETITION............................................................... 19 EMPLOYEES................................................................. 19 PROPERTIES................................................................ 19 STATE AND FEDERAL REGULATION.............................................. 19 EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY........................... 20 EXECUTIVE COMPENSATION.................................................... 22 LEGAL PROCEEDINGS......................................................... 22 EXPERTS................................................................... 22 LEGAL MATTERS............................................................. 22 FINANCIAL STATEMENTS...................................................... F-1 APPENDIX A................................................................ A-1
2 GLOSSARY Account Value--The Account Value is the sum of all Sub-Account Values. Accumulation Phase--The Accumulation Phase is the first of two phases in the life of the Contract. The Accumulation Phase begins on the Issue Date. The Accumulation Phase will continue until the Payout Start Date, unless the Contract is terminated before that date. Adjusted Account Value--The Account Value adjusted by the Market Value Adjustment less any applicable taxes. The Adjusted Account Value is only used in the Payout Phase. Age--Age on last birthday. Annuitant--The person designated in the Contract whose life determines the duration of Income Payments involving life contingencies. The Annuitant includes any Joint Annuitant. Automatic Additions--Additional Purchase Payments of $1,000 or more which are made automatically from the Owner's bank account or Dean Witter Active Assets(TM) Account. Automatic Additions are available monthly, quarterly, semi-annually and annually. Beneficiary--The person(s) designated in the Contract who, during the Accumulation Phase, after the death of all Owners, may elect to receive the Death Benefit or continue the Contract. If the sole surviving Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed Income Payments scheduled to continue. Cash Surrender Value--The Cash Surrender Value is the Account Value adjusted by any applicable Market Value Adjustment less any applicable Withdrawal Charges and premium tax. Company--The issuer of the Contract, Northbrook Life Insurance Company, is a wholly- owned subsidiary of Allstate Life Insurance Company, a wholly-owned subsidiary of Allstate Insurance Company ("Allstate"). Allstate is a wholly- owned subsidiary of The Allstate Corporation. Contract/Certificate--The Northbrook Life Insurance Company flexible premium deferred annuity contract, known as the Scheduled Annuity Manager ("SAM"), that is described in this prospectus. Date of Death--The Date that an Owner and/or Annuitant dies. Death Benefit--The Death Benefit is the greater of: (1) the Account Value or (2) the Cash Surrender Value. Due Proof of Death--one of the following: (a) A certified copy of a death certificate. (b) A certified copy of a decree of a court of competent jurisdiction as to the finding of death. (c) Any other proof satisfactory to the Company. Full Surrender--Termination of the Contract. Guarantee Period--A period of years for which a specified effective annual interest rate is guaranteed. Income Payments--A series of periodic payments under an Income Plan. Income Payments are made by the Company to the Owner during the Payout Phase of the Contract. Income Plan--A plan which provides Income Payments during the Payout Phase of the Contract. Issue Date--The date the Contract becomes effective. Joint Annuitant--The person, along with the Annuitant, whose life determines the duration of Income Payments under a joint and last survivor annuity. Market Value Adjustment--The Market Value Adjustment is the adjustment made to the money distributed prior to the end of the Guarantee Period from one or more Sub-Accounts under the Contract to reflect the impact of changes in interest rates between the time each Sub-Account was established and the time of distribution. 3 Non-Qualified Contracts--Contracts that do not qualify for special federal tax treatment. Owner--With respect to individual Contracts, the person designated as the Owner in the Contract. With respect to group Contracts, the person designated as the Owner in a group Certificate. The Owner will receive the Death Benefit upon the death of the Annuitant, who is not also an Owner. Partial Withdrawal--Disbursement of a portion of the Account Value. Payout Phase--The Payout Phase is the second of the two phases in the life of the Contract. It begins on the Payout Start Date. Payout Start Date--The date Income Payments are to begin under the Contract. Preferred Withdrawal Amount--A portion of the Account Value which may be annually withdrawn from each Sub-Account without incurring a Withdrawal Charge or a Market Value Adjustment. Purchase Payments--The premiums paid by the Owner to the Company. Qualified Contracts--Contracts issued under plans that qualify for special federal income tax treatment. Sub-Accounts--Sub-Accounts are distinguished by Guarantee Period(s) and the dates the period(s) begins. Sub-Accounts are established when Purchase Payments are made; and when previous Sub-Accounts expire and a new Guarantee Period is selected. Sub-Account Value--The Sub-Account Value is the accumulation of funds allocated to that Sub-Account and interest credited. Systematic Withdrawals--Periodic Partial Withdrawals of $100 or more may be deposited in a bank account or a Dean Witter Active Assets(TM) Account. Systematic Withdrawals are available monthly, quarterly, semi-annually and annually. Treasury Rate--The U.S. Treasury Note Constant Maturity weekly yield as reported in Federal Reserve Bulletin Release H.15. Withdrawal Charge--The charge that will be assessed by the Company on Full Surrenders or Partial Withdrawals in excess of the Preferred Withdrawal Amount. 4 THE CONTRACTS 1. WHAT IS THE PURPOSE OF THE CONTRACT? The Contract described in this Prospectus is designed to aid you in your choice of short-term, mid-term, or long-term financial planning and can be used for retirement planning regardless of whether the plan qualifies for special federal income tax treatment. The Contract has an Accumulation Phase and a Payout Phase. The Accumulation Phase is the first of the two phases and begins on the Issue Date and continues until the Payout Start Date. During the Accumulation Phase, interest is credited to the Purchase Payment(s) and both a cash withdrawal benefit and a Death Benefit are available. The Payout Phase begins on the Payout Start Date and provides Income Payments under an Income Plan. The Payout Phase continues until the Company makes the last payment as provided by the Income Plan. 2. HOW IS A CONTRACT PURCHASED? By submitting a Purchase Payment to an Account Executive of Dean Witter, the principal underwriter of the Contracts. Presently, the Company will accept an initial Purchase Payment of $1,000, but reserves the right to increase this amount to no more than $4,000 ($1,000 for a Qualified Contract). The Owner must select the Guarantee Period(s) in which to allocate the Purchase Payment. The Company currently offers a five-year Guarantee Period. Additional Guarantee Periods will be offered at the discretion of the Company and may range from one to ten years. Additional Purchase Payments of $1,000 or more may be added to the Contract. No less than $1,000 may be allocated to any one Guarantee Period. The Company will apply Purchase Payments to the Contract within seven days of the receipt of the Purchase Payment and required issuing information. The Company reserves the right to limit or increase the amount of Purchase Payments it will accept and reserves the right to suspend sales of the Contract. The Company also reserves the right to limit its acceptance of annuity exchanges pursuant to Section 1035 of the Internal Revenue Code as well as trustee to trustee transfers from one Individual Retirement Account to another or from one Tax Sheltered Annuity to another, or direct rollovers of "eligible rollover contributions" from qualified plans. 3. DOES THIS CONTRACT HAVE A FREE-LOOK PROVISION? Yes. The Owner may cancel the Contract anytime within 20 days after the receipt of the Contract and receive a full refund of the entire Purchase Payment. 4. CAN ADDITIONS BE MADE TO THE CONTRACT AFTER THE INITIAL PURCHASE PAYMENT? Yes, additional Purchase Payments may be made at any time during the Accumulation Phase of the Contract. Subsequent Purchase Payments must be at least $1,000 and may be made from a bank account or a Dean Witter Active AssetsTM Account through Automatic Additions (the Automatic Additions Program is not available for Qualified Contracts issued pursuant to a Dean Witter Custodial Account). For each Purchase Payment, the Owner must select a Guarantee Period(s) to which the Purchase Payment will be allocated. The Company reserves the right to limit the number of additional Purchase Payments. 5. ONCE A CONTRACT IS PURCHASED, HOW IS THE OWNER INFORMED AS TO THE STATUS OF THE CONTRACT? There are several ways an Owner may receive information about the Contract. At least once a year, prior to the Payout Start Date, the Owner will be sent a statement containing Account Value information of the Contract. The Owner may also direct questions about the Contract to his/her Dean Witter Account Executive. Another option the Owner has is to call the Company's customer support unit directly at 1-800-654-2397. THE ACCUMULATION PHASE 6. HOW IS INTEREST CREDITED TO THE CONTRACT? Interest will be credited to initial Purchase Payments from the Issue Date. Interest will be credited to subsequent Purchase Payments from 5 the date of receipt. No deductions are made from Purchase Payments. Therefore, the full amount of every Purchase Payment is invested in a Sub-Account for accumulation of interest. Interest is credited daily to each Guarantee Period in the Contract and is based upon the interest rate of the Guarantee Period which has been chosen. The following example illustrates how a Sub-Account Value would grow given an assumed Purchase Payment, Guarantee Period, and effective annual interest rate. The effective annual interest rate is defined as the yield resulting when interest credited at the underlying daily rate has compounded for a full year. EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD Purchase Payment: .................................................. $10,000.00 Guarantee Period: .................................................. 5 years Effective Annual Rate: ............................................. 6.25% ----------
END OF CONTRACT YEAR: - --------------------------------------------------------------------------------
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ---------- Beginning Sub-Account Value $10,000.00 X (1 + Effective Annual Rate) 1.0625 ---------- $10,625.00 ========== Sub-Account Value at end of Contract $10,625.00 year 1 X (1 + Effective Annual Rate) 1.0625 ---------- $11,289.06 ========== Sub-Account Value at end of Contract $11,289.06 year 2 X (1 + Effective Annual Rate) 1.0625 ---------- $11,994.63 ========== Sub-Account Value at end of Contract $11,994.63 year 3 X (1 + Effective Annual Rate) 1.0625 ---------- $12,744.29 ========== Sub-Account Value at end of Contract year 4 X (1 + Effective Annual Rate) Sub-Account Value at end of Guarantee Period: $12,744.29 1.0625 ---------- $13,540.81 ==========
Total Interest Credited in Guarantee Period: $3,540.81 ($13,540.81 - $10,000.00) NOTE: The above illustration assumes no withdrawals of any amount during the entire five year period. A Market Value Adjustment and Withdrawal Charge would apply to any such interim withdrawal in excess of the Preferred Withdrawal Amount. The hypothetical interest rates are for illustrative purposes only and are not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than those shown. The Company has no specific formula for determining the rate of interest that it will declare initially or in the future. Such interest rates will be reflective of investment returns available at the time of the determination. In addition, the management of the Company may also consider various other factors in determining interest rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by the Company, general economic trends, and competitive factors. THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO THE INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT NOR GUARANTEE FUTURE INTEREST RATES TO BE DECLARED. 6 7. WHAT HAPPENS TO THE SUB-ACCOUNT VALUE AT THE END OF A GUARANTEE PERIOD? Prior to the end of a Guarantee Period, a notice will be mailed to the Owner outlining the options available at the end of a Guarantee Period. Within 30 days after the end of a Guarantee Period the Owner may: . take no action and the Company will automatically renew the Sub-Account Value to a Guarantee Period of the same duration to be established on the day the previous Guarantee Period expired; or . notify the Company to apply the Sub-Account Value to a Guarantee Period of a new duration, from among those available, to be established on the day the previous Guarantee Period expired; or . receive a portion of the Sub-Account Value or the entire Sub-Account Value through a Partial Withdrawal without incurring a Withdrawal Charge or Market Value Adjustment. In this case, the amount withdrawn will be deemed to have been renewed at the shortest Guarantee Period then being offered with current interest credited from the date the Guarantee Period expired. 8. CAN A PARTIAL WITHDRAWAL OR A FULL SURRENDER BE TAKEN AT ANY TIME? Yes. As long as the Contract is still in the Accumulation Phase and has not entered the Payout Phase, the Owner may withdraw money from the Contract or surrender the Contract at any time (a Withdrawal Charge and Market Value Adjustment and taxes may apply). Partial Withdrawals may be taken automatically through Systematic Withdrawals (a Dean Witter Account Executive should be consulted for information regarding Systematic Withdrawals). The Owner must specify the Sub-Account from which the withdrawal will be taken. If any Partial Withdrawal reduces a Sub-Account Value to less than $1,000, the withdrawal will be treated as a request to withdraw the entire Sub-Account Value. The Company may defer payment of any Partial Withdrawal or Full Surrender for a period not exceeding six months from the date of the receipt of the request. 9. IF A PARTIAL WITHDRAWAL OR FULL SURRENDER IS REQUESTED, HOW IS THE AMOUNT RECEIVED DETERMINED? The main component in determining the amount received by the Owner is the amount which was requested, however, there may be adjustments to the requested amount. A Withdrawal Charge may reduce the amount requested. A Market Value Adjustment may apply which will reduce or increase the amount requested. Premium taxes and federal income tax withholding may apply and would reduce the amount requested. In summary: The amount received by the Owner under a partial withdrawal or surrender request equals the amount requested less a Withdrawal Charge (if applicable) plus or minus a Market Value Adjustment (if applicable) less premium taxes and withholding (if applicable). The questions which follow further clarify the components used in determining the amount received upon a Partial Withdrawal or Full Surrender. 10. UPON A PARTIAL WITHDRAWAL OR FULL SURRENDER, IS THE ENTIRE AMOUNT REQUESTED SUBJECT TO A WITHDRAWAL CHARGE AND A MARKET VALUE ADJUSTMENT? No. Only amounts in excess of any remaining Preferred Withdrawal Amount within a Sub-Account will be subject to a Withdrawal Charge and a Market Value Adjustment. A Preferred Withdrawal Amount is available in every Sub-Account year of a Guarantee Period and is equal to 10% of the Purchase Payment allocated to the Guarantee Period. Any unused Preferred Withdrawal Amount in a Sub-Account year may not be used to increase the Preferred Withdrawal Amount in a subsequent Sub-Account year nor may it be used to increase the Preferred Withdrawal Amount in another Guarantee Period. In addition to the Preferred Withdrawal Amount, any amounts withdrawn from Sub- Accounts which are within the first 30 days of their renewal Guarantee Periods will be completely free from any Withdrawal Charge and Market Value Adjustment. 7 11. WHAT IS THE WITHDRAWAL CHARGE UPON A PARTIAL WITHDRAWAL OR FULL SURRENDER? The Withdrawal Charge is 6% of all amounts withdrawn or surrendered which are not exempt from charge as discussed in question 10, above. 12. WHAT IS THE MARKET VALUE ADJUSTMENT UPON A PARTIAL WITHDRAWAL OR FULL SURRENDER? The Market Value Adjustment will be applied to all amounts withdrawn or surrendered which are not exempt from adjustment as discussed in question 10. The Market Value Adjustment is to reflect the relationship between the current Treasury Rate for the duration remaining in the Guarantee Period at the time of the request for Partial Withdrawal or Full Surrender, and the Treasury Rate at the time the Sub-Account was established for a maturity equal to the Sub- Account guarantee period. Since current Treasury Rates are the basis for the investment yields available at the time, the effect of the Market Value Adjustment will be closely related to the levels of such yields. As such, the Owner bears some investment risk under the Contract. It is possible, therefore, that, should such yield increase significantly from the time the Purchase Payment was made, coupled with the application of the Withdrawal Charge, less premium taxes and withholding (if applicable), the amount received by the Owner upon full surrender of the Contract would be less than the Purchase Payment plus interest at the minimum guaranteed interest rate under the Contract. Generally, if the Treasury Rate at the time of establishing the Sub-Account is lower than the applicable current Treasury Rate (interest rate for a duration equal to the time remaining in the Sub-Account), then the Market Value Adjustment will result in a lower payment upon Partial Withdrawal or Full Surrender which may also be less than your original Purchase Payment. Similarly, if the Treasury Rate at the time of establishing the Sub-Account is higher than the applicable current Treasury Rate, then the Market Value Adjustment will result in a higher payment upon Partial Withdrawal or Full Surrender. For example, assume the Owner purchases a Contract and selects an initial Guarantee Period of five years and the Treasury Rate for that duration is %. Assume that at the end of 3 years, the Owner makes a Partial Withdrawal. If the Treasury Rate for a 2 year period is %, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to the Owner upon the Partial Withdrawal. Similarly, if the Treasury Rate for the 2 year period is %, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to the Owner upon a Partial Withdrawal. The formula for calculating the Market Value Adjustment is set forth in Appendix A to this prospectus which also contains additional illustrations of the application of the Market Value Adjustment. 13. THE IRS REQUIRES ANNUAL WITHDRAWALS TO BE TAKEN FROM QUALIFIED CONTRACTS UPON ATTAINMENT OF AGE 70 1/2. WILL THESE WITHDRAWALS INCUR WITHDRAWAL CHARGES AND MARKET VALUE ADJUSTMENTS? No. Both the Withdrawal Charge and Market Value Adjustment will be waived on withdrawals taken to satisfy IRS required distribution rules for this Contract. 14. WHAT ARE THE TAX IMPLICATIONS ASSOCIATED WITH THE CONTRACT? It varies based upon the Owner's circumstances. Generally, the two areas which may give rise to a taxable situation are personal federal and state income taxation and taxation of the Company. With respect to personal federal and state income tax, an annuity contract Owner who is a natural person is not taxed on increases in the Account Value until a distribution occurs. For federal income tax purposes, distributions include the receipt of proceeds from loans and an assignment or pledge of any portion of the value of the Contract, as well as withdrawals, Income Payments, or Death Benefits. In addition, personal federal and state income tax withholding may be deducted from Partial Withdrawal and Full Surrender payments. Amounts withheld for 8 personal taxes do not necessarily represent the Owner's entire income tax liability. With respect to taxation of the Company, premium taxes and other applicable taxes imposed on the Company may be deducted from the Contract's Purchase Payment or Account Value upon Full Surrender or annuitization of the Contract. Current premium tax rates range from 0 to 3.5%, but are subject to change by state regulation. There are several exceptions to the above generalizations. More complete information can be found in the "Federal Tax Matters" section found on page 15 of this prospectus. THE PARTIES TO THE CONTRACT 15. WHAT RIGHTS DOES AN OWNER HAVE IN THIS CONTRACT? This Contract offers the Owner several rights. The Owner may: . receive any withdrawals or periodic Income Payments from the Contract, unless the Owner has directed the Company to pay them to someone else; . name and change the Owner, Beneficiary, and Annuitant (only if Owner is a natural person); . assign the Contract; . elect a Death Benefit option upon death of a co-owner or Annuitant; and . terminate the Contract. The above may be subject to the rights of any irrevocable Beneficiary. 16. WHAT PURPOSE DOES THE ANNUITANT SERVE? The Annuitant's life determines the Income Payments which will begin on the Payout Start Date. This Contract requires an Annuitant at all times during the Accumulation Phase and on the Payout Start Date. The Annuitant must be a natural person. A Death Benefit may be payable upon the death of the Annuitant. 17. WHO IS THE BENEFICIARY TO THE CONTRACT? The Beneficiary varies based upon who the Owner is, and the designation of the parties to the Contract by the Owner. If the Owner is a natural person, the Beneficiary will be determined from the most recent written request of the Owner. If the Owner does not name a Beneficiary or if the Beneficiaries named are no longer living, the Beneficiary will be: . the Owner's spouse if living; . otherwise, the Owner's children, equally, if living; . otherwise, the Owner's estate. If the Owner is a grantor trust, then the Beneficiary will be that same grantor trust. If the Owner is a non-natural person other than a grantor trust, the Owner is also the Beneficiary, unless a different Beneficiary has been named. 18. WHAT PURPOSE DOES THE BENEFICIARY SERVE? The Beneficiary becomes the new Owner if the sole surviving Owner dies prior to the Payout Start Date. If the sole surviving Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed Income Payments scheduled to continue. THE DEATH BENEFIT PROVISIONS 19. UPON DEATH OF THE OWNER, WHO IS THE NEW OWNER OF THE CONTRACT? The new Owner is any surviving joint Owner(s) or if none, the Beneficiary. 20. UPON DEATH OF THE OWNER, WHAT OPTIONS DOES THE NEW OWNER HAVE? In most cases, the new Owner of the Contract has the following three options: . receive the Cash Surrender Value within 5 years of the date of death; or 9 . receive the Death Benefit in a lump sum. The Death Benefit is equal to the greater of the Account Value and the Cash Surrender Value; or . apply the Death Benefit to an Income Plan with Income Payments beginning within one year of the Date of Death. Income Payments must be made over the life of the new Owner, or a period not to exceed the life expectancy of the new Owner. If the new Owner is the spouse of the deceased Owner, the new Owner may elect to continue the Contract. See question 21, below. If the new Owner is a non-natural person, then the Owner must receive the Death Benefit in a lump sum. Deaths should be reported to the Company as quickly as possible. If the Company is not notified within 180 days of the date of death, the only option available to the new Owner is to receive the Cash Surrender Value within 5 years of the date of death. Any remaining funds will be distributed at the end of 5-year period. The Contract should be referred to for the conditions and stipulations which apply to each of the above options. 21. FOR A CONTRACT WITH SPOUSAL CO-OWNERS, WHAT HAPPENS TO THE CONTRACT UPON THE DEATH OF ONE OF THE SPOUSES? In addition to the options available in question 20, a surviving spousal Owner has the following additional options: . continue the Contract as if the death had not occurred; and . if the Contract is continued, one withdrawal within the year of death is allowed which will not be assessed a Withdrawal Charge (a Market Value Adjustment will apply). The amount which may be withdrawn is limited only by the amount of the available Death Benefit. 22. IF THE OWNER IS NOT THE ANNUITANT AND THE ANNUITANT DIES, WHAT HAPPENS TO THE CONTRACT? In most cases, the Owner has the following three options: . continue the Contract as if the death had not occurred. The new Annuitant will be the youngest Owner unless the Owner names a different Annuitant; or . receive the Death Benefit in a lump sum. The Death Benefit is equal to the greater of the Account Value and the Cash Surrender Value; or . apply the Death Benefit to an Income Plan. Deaths should be reported to the Company as quickly as possible. If the Company is not notified within 180 days of the date of death, the only option available to the Owner is to continue the Contract as if the death had not occurred. The Contract should be referred to for the conditions and stipulations which apply to each of the above options. THE PAYOUT PHASE 23. WHAT IS THE PAYOUT START DATE? This is the date on which the Accumulation Phase ceases and the Payout Phase begins. During the Payout Phase, the Owner receives Income Payments based upon an Income Plan selected by the Owner from the Contract. The Payout Phase will continue until the Company makes the last payment as provided by the Income Plan chosen. The Owner may choose any Payout Start Date as long as it is on or before the later of: . the Annuitant's 90th birthday; or . the 10th anniversary of the Contract's Issue Date. Unless the Owner notifies the Company in writing, the Payout Start Date will depend on whether the Owner has a Non-Qualified or Qualified Contract. For Non- Qualified Contracts, the Payout Start Date will be the latest permissible date as outlined above. For Qualified Contracts, the Owner may be limited by the plan under which the Contract is issued. In general, the Payout Start Date for a Qualified Contract is: . April 1st of the calendar year following the year in which the Annuitant reaches age 70 1/2 if the Annuitant's age on the Issue Date is less than 70 1/2; 10 . April 1st of the year following issue if the Annuitant's age at any time during the calendar year in which the Contract is issued is equal to 70 1/2; or . December 31st of the year following issue if the Annuitant's age at all times during the calendar year in which the Contract is issued is greater than 70 1/2. 24. WHAT TYPES OF INCOME PLANS ARE AVAILABLE IN THE CONTRACT? Income Payments are made under an Income Plan which may be chosen by the Owner. The types of Income Plans which are available are as follows: . Life income with or without guaranteed payments. If the Annuitant dies before all the guaranteed payments have been made, the remainder of the guaranteed payments will be made to the Owner; or . Joint and survivor life income with or without guaranteed payments. If both the Annuitant and Joint Annuitant die before the guaranteed payments have been made, the remainder of the guaranteed payments will be made to the Owner; or . Guaranteed payments for a specified period. Payments under this option do not depend on the continuation of the Annuitant's life. Any period for which payments are guaranteed may range from 60 to 360 months. If any Owner dies, guaranteed Income Payments will continue as scheduled. Up to 30 days before the Payout Start Date, the Owner may change the Income Plan or request any other form of Income Plan agreeable to both the Company and the Owner. If the Company does not receive a written choice from the Owner, the Income Plan will be life income with 120 monthly payments guaranteed. If an Income Plan is chosen which depends on the Annuitant's or Joint Annuitant's life, proof of age will be required before Income Payments begin. The Company reserves the right to accept other Income Plans. 25. HOW ARE THE INCOME PAYMENTS FROM AN INCOME PLAN DETERMINED? To determine the Income Payments, the Adjusted Account Value will be applied to the greater of: . payment plan rates declared by the Company; or . guaranteed payment plan rates as described in the Contract. If the Adjusted Account Value is less than $2000, or if the monthly Income Payments determined under the Income Plan are less than $20, the Company may pay the Adjusted Account Value in a lump sum or change the payment frequency to an interval which results in Income Payments of at least $20. The Contracts are based on life annuity tables that provide for different benefit payments to men and women of the same age (except in states which require unisex annuity tables). Nevertheless, in accordance with the U.S. Supreme Court's decision in Arizona Governing Committee v. Norris, in certain employment-related situations, annuity tables that do not vary on the basis of sex may be used. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan, consideration should be given in consultation with legal counsel, to the impact of Norris on any such plan before making any contributions under these Contracts. The dollar amount of Income Payments is generally affected by the duration of the Income Plan selected. For example, if an Income Plan guaranteed for life is chosen, the Income Payments may be greater or less than Income Payments under an Income Plan for a specified period depending on the life expectancy of the Annuitant. Also, the Company may require proof that the Annuitant or Joint Annuitant is still alive before the Company makes each payment that depends on their continued life. 26. CAN PARTIAL WITHDRAWALS BE TAKEN FROM THE CONTRACT OR CAN THE CONTRACT BE SURRENDERED ONCE IT HAS ENTERED THE PAYOUT PHASE? No. After the Adjusted Account Value has been applied to an Income Plan on the Payout Start Date, the Income Plan can not be changed, the exchange of the Adjusted Account Value for an Income Plan can not be reversed, and no withdrawals can be made. 11 AMENDMENT OF THE CONTRACTS The Company reserves the right to amend the Contracts to meet the requirements of applicable federal or state laws or regulations. The Company will notify the Owner of any such amendments. DISTRIBUTION OF THE CONTRACTS The Contracts will be distributed exclusively by Dean Witter which serves as the principal underwriter of the Contracts under a General Agents' Agreement with the Company. Dean Witter is a wholly-owned subsidiary of Dean Witter, Discover & Co. ("Dean Witter Discover"). Dean Witter is located at Two World Trade Center, New York, New York. Dean Witter is a member of the New York Stock Exchange and the National Association of Securities Dealers. The Company may pay up to a maximum sales commission of 8% both upon sale of the Contract and upon renewal of a Guarantee Period. In addition, sale of the Contract may count toward incentive program awards for the Account Executive. The General Agents' Agreement between the Company and Dean Witter provides that the Company will indemnify Dean Witter for certain damages that may be caused by actions, statements or omissions by the Company. FEDERAL TAX MATTERS INTRODUCTION The Contract was designed for use by individuals in retirement plans which may or may not be plans qualified for special tax treatment under Section 401, 403, 408, or 457 of the Internal Revenue Code ("Code"). The ultimate effect of federal income taxes on the Account Value, on Income Payments and on the economic benefit to the Owner, the Annuitant or the Beneficiary depends on the type of retirement plan for which the Contract is purchased, on the tax and employment status of the individual concerned and on the Company's tax status. THE TAX DISCUSSION BELOW IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. Any person concerned about these tax implications should consult a competent tax adviser. This discussion is based upon the Company's understanding of the present federal income tax laws as they are currently interpreted by the Internal Revenue Service. No representation is made as to the likelihood of continuation of these present federal income tax laws or of the current interpretations by the Internal Revenue Service. Moreover, no attempt has been made to consider any applicable state or other tax laws. TAXATION OF THE COMPANY The Company is taxed as a life insurance company under Part I of Subchapter L of the Code. The following discussion assumes that the Company will continue to be taxed as a life insurance company under Part I of Subchapter L. TAXATION OF ANNUITIES IN GENERAL The following discussion assumes that the Contract will qualify as an annuity contract for federal income tax purposes. Such qualifications are discussed below. Generally, an annuity contract owner who is a natural person is not taxed on increases in the Account Value until a distribution occurs. For federal income tax purposes, distributions include the receipt of proceeds from loans and an assignment or pledge of any portion of the value of the Contract, as well as withdrawals, Income Payments, or Death Benefits. The exception to this rule is that Owners who are not natural persons generally must include in income any increase during the taxable year in the Account Value (once the Account Value exceeds the investment in the Contract). However, there are exceptions to this non-natural owner rule and you should discuss these with your tax adviser. The following discussion only applies to Contracts owned by natural persons. Generally, in the case of a surrender, withdrawal, loan, assignment or pledge under a Non-Qualified Contract before the Payout Start Date, amounts received are first treated as taxable income to the extent that the Account Value of the Contract immediately before the surrender exceeds the 12 "investment in the contract" (as defined in the Code) at that time. Any additional amount is not taxable. The Account Value is the sum of all Sub- Account values. No matter which Sub-Account a withdrawal is made from, all Sub- Account values are combined and the Account Value is used to determine the amount of taxable income. The recipient of periodic Income Payments under the Contract is, in general, taxed on a portion of each payment. Generally, for Income Payments (prior to recovery of the investment in the Contract), there is no tax on the amount of each payment which represents the same ratio that the "investment in the contract" bears to the total expected value of the Income Payments for the term of the payments; however, the remainder of each Income Payment is taxable. After the Owner's investment in the Contract has been recovered, the full amount of any additional payments will be taxed. The taxable portion of a distribution (in the form of an Income Payment or a lump sum payment) is taxed as ordinary income. Premature distributions from Non-Qualified Contracts may be subject to a penalty equal to ten percent (10%) of the amount treated as taxable income. The penalty applies to the taxable portion of any distribution except those (1) made on or after the Owner attains age 59 1/2; (2) made as a result of the Owner's death or disability; (3) received in substantially equal installments as a life annuity or over a period not exceeding the life expectancy of the owner; or (4) allocable to investments in the Contract prior to August 14, 1982. NOTE: the penalty may apply to a distribution received which results from the death of an Annuitant who is not also an Owner. Other tax penalties may apply to certain distributions under Qualified Contracts. All Non-Qualified deferred annuity contracts that are issued by the Company (or its affiliates) to the same Owner during any calendar year will be aggregated and treated as one annuity contract for purposes of determining the amount includable in gross income under section 72(e) of the Code. Accordingly, an Owner should consult a competent tax adviser when purchasing more than one Non- Qualified Deferred Annuity Contract in one calendar year. Transfer of ownership of a Contract, the designation of an Annuitant or a Beneficiary who is not also the Owner, or the exchange of a Contract may result in certain tax consequences to the Owner that are not discussed herein. An Owner contemplating any such transfer, assignment, or exchange of a Contract should contact a competent tax adviser with respect to the potential tax effects of such a transaction. In order to be treated as an annuity contract for federal income tax purposes, Section 72(s) of the Code requires any Non-Qualified Contract issued after January 18, 1985 to provide that (a) if any Owner dies on or after the Payout Start Date but prior to the time the entire interest in the Contract has been distributed, the remaining portion of such interest will be distributed at least as rapidly under the method of distribution being used as of the date of that Owner's death; and (b) if any Owner dies prior to the Payout Start Date, the entire interest in the Contract will be distributed within five years after the date of the Owner's death. These requirements shall be considered satisfied with respect to any portion of the Owner's interest which is payable to, or for the benefit of, a "designated beneficiary," if such portion is distributed over the life of such "designated beneficiary" or over a period not extending beyond the life expectancy of that Beneficiary and such distributions begin within one year of that Owner's death. The Owner's "designated beneficiary" is the surviving Owner(s) or the person(s) designated by such Owner as a Beneficiary. The "designated beneficiary" is the person to whom ownership of the Contract passes by reason of death. If the Owner's "designated beneficiary" is the surviving spouse of the Owner, the Contract may be continued with the surviving spouse as the new Owner. Non-Qualified Contracts contain provisions which are intended to comply with the requirements of section 72(s) of the Code, although regulations interpreting these requirements have not yet been issued. The Company intends to review such provisions and modify them if necessary to assure that they comply with the requirements of Code Section 72(s) when clarified by regulation or otherwise. Other rules may apply to Qualified Contracts. 13 QUALIFIED PLANS The Contract is designed for use with several types of qualified plans. The tax rules applicable to participants in such qualified plans vary according to the type of plan and the terms and conditions of the plan in itself. Adverse tax consequences may result from contributions in excess of specified limits, distributions prior to age 59 1/2, distributions that do not conform to specified commencement and minimum distribution rules, aggregate distributions in excess of a specified annual amount and in other circumstances. Therefore, the Company makes no attempt to provide more than general information about the use of the Contracts with the various types of qualified plans. Owners and participants under qualified plans as well as Annuitants and Beneficiaries are cautioned that the rights of any person to any benefits under qualified plans may be subject to the terms and conditions of the plans themselves regardless of the terms and conditions of the Contract issued in connection therewith. Purchasers of the Contracts for use with any qualified plan should seek competent advice regarding the suitability of the Contract. (a) Section 403(b) Plans. Under Section 403(b) of the Code, payments made by public school systems and certain not-for-profit organizations to purchase annuity contracts for their employees are excludable from the gross income of the employee, subject to certain limitations. In accordance with the requirements of Section 403(b), any contract used for a Section 403(b) Plan will prohibit distributions of (i) elective contributions made in years beginning after December 31, 1988, (ii) earnings on those contributions, and (iii) earnings on amounts attributable to elective contributions held as of the end of the last year beginning before January 1, 1989. However, distributions of such amounts will be allowed upon death of an employee, attainment of age 59 1/2, separation from service, disability, or financial hardship, except that income attributable to elective contributions may not be distributed in the case of hardship. (b) H.R. 10 Plans. The Self-Employed Individuals Tax Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or "Keogh," permits self-employed individuals to establish qualified plans for themselves and their employees. These plans are limited by law to maximum permissible contributions, distribution dates, and nonforfeitability of interests. In order to establish such a plan, a plan document, usually in a form approved in advance by the Internal Revenue Service, is adopted and implemented by the employer. (c) Individual Retirement Annuities. Sections 219 and 408 of the Code permit individuals or their employers to contribute to an individual retirement program known as an "Individual Retirement Annuity." Individual Retirement Annuities are subject to limitations on the amount which may be contributed and on the time when distribution may commence. In addition, distributions from certain other types of qualified plans may be placed into an Individual Retirement Annuity on a tax-deferred basis. (d) Corporate Pension and Profit-Sharing Plans. Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of retirement plans for employees. Such retirement plans may permit the purchase of the Contracts to provide benefits under the plans. (e) State and Local Governments Deferred Compensation Plans. Section 457 of the Code, while not actually providing for a qualified plan as that term is normally used, provides for certain Deferred Compensation Plans with respect to service to state governments, local governments, political subdivisions, agencies, instrumentalities and certain affiliates of such entities and certain tax exempt organizations which enjoy special treatment. Under such plans a participant may specify the form of investment in which his or her participation will be made. All such investments, however, are owned by and subject to the claims of general creditors of the sponsoring employer. OTHER CONSIDERATIONS The Company is required to withhold federal income tax at a rate of 20% on all distributions which constitute "eligible rollover distributions," unless the recipient elects to rollover such amounts to another qualified plan or IRA in a direct rollover. Eligible rollover distributions generally include all distributions from qualified plans, excluding IRA's and 457 plans, with the exception 14 of (1) minimum distributions pursuant to Section 401(a)(9), and (2) a series of substantially equal periodic payments made over a period of at least 10 years, or the life (joint lives) of the participant (and beneficiaries). In addition, some states require that state income tax be withheld. For any distributions which do not constitute "eligible rollover distributions," the Company is required to withhold federal and, where required, state income taxes on all distributions, unless the recipient elects not to have taxes withheld and properly notifies the Company of that election. The foregoing comments about the federal tax consequences under these Contracts are not exhaustive, and special rules are provided with respect to other tax situations not discussed in this prospectus. Before making an investment, a qualified tax adviser should be consulted. Further, the federal income tax consequences discussed herein reflect current law. Federal estate, state and local estate, inheritance, and other tax consequences of ownership or receipt of distributions under a Contract depend on the individual circumstances of each Owner or recipient of the distribution. A competent tax adviser should be consulted for further information. THE COMPANY BUSINESS Incorporated in 1978 as a stock life insurance company under the laws of the State of Illinois, the Company has done business continuously since that time as "Northbrook Life Insurance Company." The Company's products, group and individual annuities and life insurance, have been approved by the various states where offered. The Company is a wholly-owned subsidiary of Allstate Life Insurance Company ("Allstate Life"), a stock life insurance company incorporated under the laws of Illinois. Allstate Life is a wholly-owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of Illinois. With the exception of directors' qualifying shares, all of the outstanding capital stock of Allstate is owned by The Allstate Corporation ("Corporation"). In June 1995, Sears, Roebuck and Co. distributed in a tax-free dividend to its stockholders its 80.3% ownership interest of the Corporation. REINSURANCE AGREEMENTS The Company and Allstate Life entered into a reinsurance agreement, effective December 31, 1987, under which the Company automatically reinsures substantially all of its fixed annuity business, with the exception of certain Qualified Contracts (as discussed in the following paragraph), with Allstate Life. Under the reinsurance agreement, Purchase Payments under general account contracts are automatically transferred to Allstate Life and become invested with the assets of Allstate Life, and Allstate Life accepts 100% of the liability under such contracts. (See, "Management's Discussion and Analysis of Financial Condition and Results of Operations", pg. 18). However, the obligations of Allstate Life under the reinsurance agreement are to the Company; the Company remains the sole obligor under the Contracts of the Owners. Because the reinsurance obligations of Allstate Life to the Company would be subordinated by operation of current state insurance rehabilitation and liquidation laws to the obligations of Allstate Life to its direct policyholders, Allstate Life has established a trust arrangement involving the pledge of assets for the benefit of the Company, in an amount at least equal to the net statutory reserves under the Contracts, under the terms of which legal title to such assets would transfer to the Company in the event that Allstate Life should become impaired or insolvent. Such arrangement should have the effect of avoiding the risk of subordination by operation of state insurance rehabilitation and liquidation laws. Purchase Payments of Qualified Contracts issued in conjunction with a Section 401(a), 401(k) or 403(b) plan, will be invested in the general account of the Company. The Company and Allstate Life have entered into a modified coinsurance agreement under which Allstate Life will continue to reinsure all of the Company's general account obligations under such Qualified Contracts; the reserves for such Qualified Contracts will be held in the Company's general account and, therefore, 15 will not be subject to the trust arrangement described above. INVESTMENTS BY THE COMPANY The Company's general account assets, like the general account assets of other insurance companies including Allstate Life, must be invested in accordance with applicable state laws. These laws govern the nature and quality of investments that may be made by life insurance companies and the percentage of their assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state, and municipal obligations, corporate bonds, preferred stocks, real estate mortgages, real estate and certain other investments. All of the Company's general account assets are available to meet the Company's obligations. The Company will primarily invest its general account assets in investment- grade fixed income securities including the following: Securities issued by the United States Government or its agencies or instrumentalities, which may or may not be guaranteed by the United States Government; Debt instruments, including, but not limited to, issues of or guaranteed by banks or bank holding companies, and of corporations, which are deemed by the Company's management to have qualities appropriate for inclusion in this portfolio; Commercial mortgages, mortgage-backed securities collateralized by real estate mortgage loans, or securities collateralized by other assets, that are insured or guaranteed by the Federal Home Loan Mortgage Association, the Federal National Mortgage Association or the Government National Mortgage Association, or that have an investment grade at time of purchase within the four highest grades assigned by Moody's Investors Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any other nationally recognized rating service; Commercial paper, cash, or cash equivalents, and other short-term investments having a maturity of less than one year that are considered by the Company's management to have investment quality comparable to securities having the ratings stated above. In addition, interest rate swaps, futures, options, rate caps, and other hedging instruments may be used solely for non-speculative hedging purposes. Anticipated use of these financial instruments shall be limited to protecting the value of portfolio sales or purchases, or to facilitate the creation of a synthetic security. In addition, the Company maintains certain unitized Separate Accounts which invest in shares of an open-end investment company registered under the Investment Company Act of 1940. These Separate Account assets, which relate to the Company's variable annuity contracts, do not support the Company's obligations under the Contracts. 16 SELECTED FINANCIAL DATA The following selected financial data for the Company should be read in conjunction with the financial statements and notes thereto included in this Prospectus beginning on page F-1. NORTHBROOK LIFE INSURANCE COMPANY SELECTED FINANCIAL DATA (IN THOUSANDS)
YEAR-END FINANCIAL DATA 1995 1994 1993 1992 1991 - ----------------------- ---------- ---------- ---------- ---------- ---------- For The Years Ended December 31: Income Before Taxes.... $ 4,849 $ 2,688 $ 3,257 $ 3,153 $ 3,743 Net Income............. 3,163 1,733 2,507 2,965 2,729 As of December 31: Total Assets/1/....... 6,071,603 5,764,233 5,886,038 5,623,675 5,050,071
- -------- /1/The Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" on December 31, 1993. See Note 3 to the Financial Statements. 17 NORTHBROOK LIFE INSURANCE COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following highlights significant factors influencing results of operations and financial position. Northbrook Life Insurance Company ("the Company"), which is wholly owned by Allstate Life Insurance Company ("Allstate Life"), issues single and flexible premium fixed annuity contracts and universal life insurance policies. In addition, the Company issues flexible premium deferred variable annuity contracts, the assets and liabilities of which are legally segregated and reflected in the accompanying statements of financial position as the assets and liabilities of the Separate Accounts. Dean Witter Reynolds is the sole distributor of the Company's products and also manages the funds in which the assets of the Separate Accounts are invested. The Company reinsures substantially all of its annuity deposits and life insurance in force with Allstate Life. Accordingly, the financial results reflected in the Company's statements of operations relate only to the investment of those assets of the Company that are not transferred to Allstate Life under the reinsurance treaties. Variable annuity assets and liabilities are carried at fair value in the statements of financial position. Investment income and realized gains and losses of the Separate Account investments accrue directly to the contractholders (net of fees) and, therefore, are not included in the Company's statements of operations. RESULTS OF OPERATIONS
1995 1994 1993 ------- ------- ------- ($ IN THOUSANDS) Net investment income................................. $ 4,782 $ 2,881 $ 2,934 ======= ======= ======= Realized capital gain (losses), after tax............. $ 44 $ (125) $ 210 ======= ======= ======= Net income............................................ $ 3,163 $ 1,733 $ 2,507 ======= ======= ======= Fixed income securities, at amortized cost............ $59,142 $61,581 $34,529 ======= ======= =======
In 1995, net investment income increased $1.9 million. This increase related to an increased level of investments which resulted from a $25 million capital contribution from Allstate Life during December 1994. Net investment income decreased in 1994 over 1993, primarily due to slightly lower portfolio yields, partially offset by the increase in investments during the year. Realized capital gains after tax were $44 thousand in 1995 compared to capital losses of $125 thousand in 1994. Overall, the market values of fixed income securities were higher in 1995 than in 1994, which resulted in gains in 1995 and losses in 1994 when certain fixed income securities were sold in response to changes in market conditions. Net income increased $1.4 million in 1995 reflecting the increase in net investment income and realized capital gains. The $0.8 million decrease in 1994 from 1993 is primarily attributable to increased realized capital losses and a higher effective income tax rate in 1994. FINANCIAL POSITION
1995 1994 ---------- ---------- ($ IN THOUSANDS) Fixed income securities, at fair value.................. $ 63,229 $ 59,191 ========== ========== Unrealized net capital gains (losses)(/1/).............. $ 4,087 $ (2,390) ========== ========== Separate Account assets, at fair value.................................................. $3,354,910 $2,604,623 ========== ========== Contractholder funds.................................... $2,497,278 $2,950,532 ========== ========== Reinsurance recoverable from Allstate Life.............. $2,636,981 $3,085,781 ========== ==========
- -------- (1) Unrealized net capital gains (losses) exclude the effect of deferred income taxes. Fixed income securities are classified as available for sale and carried in the statements of financial position at fair value. Although the Company generally intends to hold its fixed income securities for the long-term, such classification affords the Company flexibility in managing the portfolio in response to changes in market conditions. At December 31, 1995 unrealized capital gains were $4.1 million compared to an unrealized capital loss of $2.4 million at December 31, 1994. The significant change in the unrealized capital gain/loss position is primarily attributable to declining interest rates. 18 Contractholder funds decreased by $453 million and reinsurance recoverable from Allstate Life under reinsurance treaties decreased by $449 million, reflecting policyholder transfers from fixed annuities to variable annuities and fixed annuity surrenders. Reinsurance recoverable from Allstate Life relates to policy benefit obligations ceded to Allstate Life. Separate Accounts increased by $750 million attributable to sales of variable annuities, the favorable investment performance of the Separate Account funds, and the policyholder transfers previously described. LIQUIDITY AND CAPITAL RESOURCES In December 1994, Allstate Life made a $25 million capital contribution to the Company. Under the terms of intercompany reinsurance agreements, assets of the Company that relate to insurance in force, excluding Separate Account assets, are transferred to Allstate Life who maintains the investment portfolios which support the Company's products. COMPETITION The Company is engaged in a business that is highly competitive because of the large number of stock and mutual life insurance companies and other entities competing in the sale of insurance and annuities. There are approximately 2,000 stock, mutual and other types of insurers in business in the United States. Several independent rating agencies regularly evaluate life insurer's claims- paying ability, quality of investments and overall stability. A.M. Best Company assigns A+ (Superior) to Allstate Life which automatically reinsures all net business of the Company. A.M. Best Company also assigns the Company the rating of A+(r) because the Company automatically reinsures all business with Allstate Life. Standard & Poor's Insurance Rating Services assigns AA+ (Excellent) to the Company's claims-paying ability and Moody's assigns Aa3 (Excellent) financial strength rating to the Company. The Company shares the same ratings of its parent, Allstate Life Insurance Company. EMPLOYEES As of December 31, 1995, Northbrook Life has approximately 178 employees at its Home Office in Northbrook, Illinois. PROPERTIES The Company occupies office space provided by its parent, Allstate Life, in Northbrook, Illinois. Expenses associated with these offices are allocated on a direct and indirect basis to the Company. STATE AND FEDERAL REGULATION The insurance business of the Company is subject to comprehensive and detailed regulation and supervision throughout the United States. The laws of the various jurisdictions establish supervisory agencies with broad administrative powers with respect to licensing to transact business, overseeing trade practices, licensing agents, approving policy forms, establishing reserve requirements, fixing maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulating the type and amounts of investments permitted. Each insurance company is required to file detailed annual reports with supervisory agencies in each of the jurisdictions in which it does business and its operations and accounts are subject to examination by such agencies at regular intervals. Under insurance guaranty fund law, in most states, insurers doing business therein can be assessed up to prescribed limits for contract owner losses incurred as a result of company insolvencies. The amount of any future assessments on the Company under these laws cannot be reasonably estimated. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. In addition, several states, including Illinois, regulate affiliated groups of insurers, such as the Company and its affiliates, under insurance holding company legislation. Under such laws, intercompany transfers of assets and dividend payments from insurance subsidiaries may be subject to prior notice or approval, depending on the size of such transfers and payments in relation to the financial positions of the companies. 19 Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Current and proposed federal measures which may significantly affect the insurance business include employee benefit regulation, controls on medical care costs, removal of barriers preventing banks from engaging in the insurance business, tax law changes affecting the taxation of insurance companies, the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles, and proposed legislation to prohibit the use of gender in determining insurance and pension rates and benefits. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY The directors and executive officers are listed below, together with information as to their ages, dates of election and principal business occupations during the last five years (if other than their present business occupations). Except as otherwise indicated, the directors and executive officers of the Company have been associated with the Company for more than five years in the position shown or in other positions. LOUIS G. LOWER, II, 50, Chief Executive Officer and Chairman of the Board (1995)* He is also the President of Allstate Life Insurance Company; President and Chairman of the Board of Allstate Life Insurance Company of New York; Chairman of the Board of Allstate Settlement Corporation; Chairman of the Board and Chief Executive Officer of Glenbrook Life Insurance Company, Glenbrook Life and Annuity Company; Lincoln Benefit Life Company and Surety Life Insurance Company; and a Director of Allstate Insurance Company and Allstate Life Financial Services, Inc. MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director (1993)* He is also Vice President, Secretary, General Counsel and Director of Allstate Life Insurance Company, Allstate Life Insurance Company of New York, Glenbrook Life Insurance Company, Glenbrook Life and Annuity Company and Surety Life Insurance Company; and a Director of Lincoln Benefit Life Company and Allstate Life Financial Services, Inc. From 1989 through 1992, he was Vice President, Assistant General Counsel of Allstate Insurance Company. MARLA G. FRIEDMAN, 42, President, Chief Operating Officer and Director (1995)* She is also Vice President and Director of Allstate Life Insurance Company; President and Chief Operating Officer Glenbrook Life Insurance Company, and Glenbrook Life and Annuity Company; and a Director of Allstate Life Financial Services, Inc. PETER H. HECKMAN, 50, Vice President and Director (1989)* He is also Vice President and Director of Allstate Life Insurance Company; Vice President of Allstate Life Insurance Company of New York, Glenbrook Life and Annuity Company, Glenbrook Life Insurance Company; and Director of Surety Life Insurance Company and Lincoln Benefit Life Company. JOHN R. HUNTER, 40, First Vice President, Assistant Vice President and Director (1995)* He is also Assistant Vice President of Allstate Life Insurance Company. Prior to 1995 he was Assistant Vice President and Director of Northbrook Life Insurance Company and Assistant Vice President of Allstate Life Insurance Company. Prior to 1990 he was a staff actuary for Allstate Life Insurance Company. LAWRENCE P. MOEWS, 44, Director (1995)* He is also Director of Glenbrook Life Insurance Company. Prior to 1995 he was Director and Vice President of Allstate Life Insurance Company. BARRY S. PAUL, 40, Assistant Vice President and Controller (1991)* He is also Assistant Vice President of Allstate Life Insurance Company; Assistant Vice President and Controller of Allstate Life Insurance Company of New York; and Assistant Vice President and Controller of Glenbrook Life Insurance Company and Glenbrook Life and Annuity Company. 20 CASEY J. SYLLA, 52, Chief Investment Officer and Director (1995)* He is also Director of Allstate Insurance Company, Allstate Indemnity Company, Allstate Property and Casualty Insurance Company, Deerbrook Insurance Company, First Assurance Company, Northbrook Indemnity Company, Northbrook National Insurance Company, Northbrook Property and Casualty Insurance Company. He is also Chief Investment Officer of Glenbrook Life and Annuity Company, Allstate Settlement Corporation, The Northbrook Corporation, Allstate Insurance Company, Allstate Indemnity Company, Allstate Property and Casualty, Deerbrook Insurance Company, First Assurance Company, Northbrook Indemnity Company, Northbrook National Insurance Company, Northbrook Property and Casualty Insurance Company. Prior to 1995, he was Senior Vice President and Executive Officer Investments for Northwestern Mutual Life Insurance Company. JAMES P. ZILS, 44, Treasurer (1995)* He is also Treasurer of Allstate Life Financial Services, Inc., Allstate Settlement Corporation, Allstate Life Insurance Company, Allstate Life Insurance Company of New York, Glenbrook Life and Annuity Company, Glenbrook Life Insurance Company, The Northbrook Corporation. He is Treasurer and Vice President of AEI Group, Inc., Allstate International Inc., Allstate Motor Club, Inc., Direct Marketing Center, Inc., Enterprises Services Corporation, The Allstate Foundation, Forestview Mortgage Insurance Company, Allstate Indemnity Company, Allstate Property and Casualty, Deerbrook Insurance Company, First Assurance Company, Northbrook Indemnity Company, Northbrook National Insurance Company, Northbrook Property and Casualty Insurance Company. Prior to 1995 he was Vice President of Allstate Life Insurance Company. Prior to 1993 he held various management positions. * Date elected to current office. 21 EXECUTIVE COMPENSATION Executive officers of the Company also serve as officers of Allstate Life and receive no compensation directly from the Company. Some of the officers also serve as officers of other companies affiliated with the Company. Allocations have been made as to each individual's time devoted to his or her duties as an executive officer of the Company. The allocated cash compensation of all officers of the Company as a group for services rendered in all capacities to the Company during 1995 totalled $392,156.41. Directors of the Company receive no compensation in addition to their compensation as employees of the Company. Shares of the Company and Allstate Life are not directly owned by any director or officer of the Company. The percentage of shares of The Allstate Corporation beneficially owned by any director, and by all directors and officers of the Company as a group, does not exceed one percent of the class outstanding. SUMMARY COMPENSATION TABLE (ALLSTATE LIFE INSURANCE COMPANY)
LONG TERM COMPENSATION ------------------------------ ANNUAL COMPENSATION AWARDS PAYOUTS ------------------------------ --------------------- -------- (A) (B) (C) (D) (E) (F) (G) (H) (I) OTHER SECURITIES ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK OPTIONS/ PAYOUTS COMPENSATION POSITION YEAR ($) ($) ($) AWARD(S) SARS (#) ($) ($) ------------------ ---- -------- -------- ------------ ---------- ---------- -------- ------------ Louis G. Lower, II...... 1995 $416,000 $266,175 $17,044 $199,890 N/A $411,122 $5,250 Chief Executive Officer 1994 and $389,050 $26,950 $25,889 $170,660 N/A 0 $1,890(1) Chairman of the 1993 $374,200 $294,683 $52,443 $318,625 N/A $ 13,451 $6,296(1) Board of Directors John R. Hunter.......... 1995 $144,600 $35,037 0 0 N/A 0 N/A First Vice President, Assistant Vice Presi- dent and Director(2)
- -------- (1) Amount received by Mr. Lower which represents the value allocated to his account from employer contributions under The Savings and Profit Sharing Fund of Sears employees. (2) This amount represents the portion of Mr. Hunter's total compensation allocated to Northbrook Life. Prior to 1995, no Northbrook Life Officer's compensation exceeded $100,000. LEGAL PROCEEDINGS The Company is involved in pending and threatened litigation in the normal course of its business in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not anticipate the ultimate liability arising from such pending or threatened litigation to have a material effect on the financial condition of the Company. EXPERTS The financial statements, the financial statement schedule and the financial statements from which the Selected Financial Data included in this prospectus have been derived, have been audited by Deloitte & Touche LLP, Two Prudential Plaza 180 North Stetson Avenue Chicago, IL 60601-6779, independent auditors, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. LEGAL MATTERS Certain legal matters relating to the federal securities laws applicable to the issue and sale of the Contracts have been passed upon by Routier and Johnson, P.C., of Washington, D.C. All matters of Illinois law pertaining to the Contracts, including the validity of the Contracts and the Company's right to issue such Contracts under Illinois insurance law, have been passed upon by Michael J. Velotta, General Counsel of the Company. 22 INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF NORTHBROOK LIFE INSURANCE COMPANY: We have audited the accompanying Statements of Financial Position of Northbrook Life Insurance Company as of December 31, 1995 and 1994, and the related Statements of Operations, Shareholder's Equity and Cash Flows for each of the three years in the period ended December 31, 1995. Our audits also included Schedule IV--Reinsurance. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Northbrook Life Insurance Company as of December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. Also, in our opinion, Schedule IV--Reinsurance, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 3 to the financial statements, in 1993 the Company changed its method of accounting for investment in fixed income securities. Deloitte & Touche llp Chicago, Illinois March 1, 1996 F-1 NORTHBROOK LIFE INSURANCE COMPANY STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, --------------------- 1995 1994 ---------- ---------- ($ IN THOUSANDS) ASSETS Investments Fixed income securities Available for sale, at fair value (amortized cost $59,142 and $61,581)............................. $ 63,229 $ 59,191 Short-term.......................................... 8,049 3,374 ---------- ---------- Total investments............................... 71,278 62,565 Reinsurance recoverable from Allstate Life Insurance Company.............................................. 2,636,981 3,085,781 Cash.................................................. 87 59 Deferred income taxes................................. 77 Net receivable from Allstate Life Insurance Company... 6,183 8,895 Other assets.......................................... 2,164 2,233 Separate Accounts..................................... 3,354,910 2,604,623 ---------- ---------- Total assets.................................... $6,071,603 $5,764,233 ========== ========== LIABILITIES Reserve for life insurance policy benefits............ $ 139,509 $ 134,942 Contractholder funds.................................. 2,497,278 2,950,532 Income taxes payable.................................. 233 4,634 Deferred income taxes................................. 2,798 Separate Accounts..................................... 3,354,910 2,604,623 ---------- ---------- Total liabilities............................... 5,994,728 5,694,731 ---------- ---------- SHAREHOLDER'S EQUITY Common stock ($100 par value, 25,000 shares authorized, issued and outstanding).................. 2,500 2,500 Additional capital paid-in............................ 56,600 56,600 Unrealized net capital gains (losses)................. 2,657 (1,553) Retained income....................................... 15,118 11,955 ---------- ---------- Total shareholder's equity...................... 76,875 69,502 ---------- ---------- Total liabilities and shareholder's equity...... $6,071,603 $5,764,233 ========== ==========
See notes to financial statements. F-2 NORTHBROOK LIFE INSURANCE COMPANY STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, --------------------- 1995 1994 1993 ------ ------ ------ ($ IN THOUSANDS) Revenues Net investment income.................................. $4,782 $2,881 $2,934 Realized capital gains and losses...................... 67 (193) 323 ------ ------ ------ Income before income taxes............................... 4,849 2,688 3,257 Income tax expense....................................... 1,686 955 750 ------ ------ ------ Net income............................................... $3,163 $1,733 $2,507 ====== ====== ======
See notes to financial statements. F-3 NORTHBROOK LIFE INSURANCE COMPANY STATEMENTS OF SHAREHOLDER'S EQUITY
UNREALIZED NET ADDITIONAL CAPITAL COMMON CAPITAL GAINS RETAINED STOCK PAID-IN (LOSSES) INCOME TOTAL ------ ---------- ---------- -------- ------- ($ IN THOUSANDS) Balance, December 31, 1992...... $2,500 $31,600 $ 7,715 $41,815 Net income.................... 2,507 2,507 Change in unrealized net capital gains and losses..... $ 747 747 ------ ------- ------- ------- ------- Balance, December 31, 1993...... 2,500 31,600 747 10,222 45,069 Net income.................... 1,733 1,733 Change in unrealized net capital gains and losses..... (2,300) (2,300) Capital contribution.......... 25,000 25,000 ------ ------- ------- ------- ------- Balance, December 31, 1994...... 2,500 56,600 (1,553) 11,955 69,502 Net income.................... 3,163 3,163 Change in unrealized net capital gains and losses..... 4,210 4,210 ------ ------- ------- ------- ------- Balance, December 31, 1995...... $2,500 $56,600 $ 2,657 $15,118 $76,875 ====== ======= ======= ======= =======
See notes to financial statements. F-4 NORTHBROOK LIFE INSURANCE COMPANY STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, -------------------------- 1995 1994 1993 ------- ------- -------- ($ IN THOUSANDS) Cash flows from operating activities Net income....................................... $ 3,163 $ 1,733 $ 2,507 Adjustments to reconcile net income to net cash from operating activities Realized capital (gains) losses................ (67) 193 (323) Amortization and other non-cash items.......... 903 640 415 Net change in reserve for policy benefits and contractholder funds.......................... 113 (58) 18,338 Change in deferred income taxes................ 608 (114) 1,227 Changes in other operating assets and liabili- ties.......................................... (2,705) (3,835) (19,325) ------- ------- -------- Net cash from operating activities........... 2,015 (1,441) 2,839 ------- ------- -------- Cash flows from investing activities Fixed income securities Proceeds from sales............................ 5,423 1,256 14,279 Investment collections......................... 7,108 7,626 10,375 Investment purchases........................... (9,843) (36,071) (29,778) Change in short-term investments, net............ (4,675) 3,475 2,369 ------- ------- -------- Net cash from investing activities........... (1,987) (23,714) (2,755) ------- ------- -------- Cash flows from financing activities Capital contribution............................. 25,000 ------- ------- -------- Net cash from financing activities........... 25,000 ------- ------- -------- Net increase (decrease) in cash.................... 28 (155) 84 Cash at beginning of year.......................... 59 214 130 ------- ------- -------- Cash at end of year................................ $ 87 $ 59 $ 214 ======= ======= ========
See notes to financial statements. F-5 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS ($ IN THOUSANDS) 1. ORGANIZATION AND NATURE OF OPERATIONS Northbrook Life Insurance Company (the "Company") is wholly owned by Allstate Life Insurance Company ("Allstate Life"), which is wholly owned by Allstate Insurance Company ("Allstate"), a wholly-owned subsidiary of The Allstate Corporation (the "Corporation"). On June 30, 1995, Sears, Roebuck and Co. ("Sears") distributed its 80.3% ownership in the Corporation to Sears common shareholders through a tax-free dividend (the "Distribution"). The Company develops and markets single and flexible premium annuities and flexible premium deferred and variable annuity contracts to individuals in the United States through Dean Witter Reynolds ("Dean Witter")(Note 4). Other products include universal life and single premium life insurance. Annuity contracts issued by the Company are subject to discretionary withdrawal or surrender by the contractholder, subject to applicable surrender charges. These contracts are reinsured with Allstate Life (Note 4) which selects assets to meet the anticipated cash flow requirements of the assumed liabilities. Allstate Life utilizes various modeling techniques in managing the relationship between assets and liabilities and employs strategies to maintain investments which are sufficiently liquid to meet obligations to contractholders in various interest rate scenarios. The Company monitors economic and regulatory developments which have the potential to impact its business. Currently there is proposed federal legislation which would permit banks greater participation in securities businesses, which could eventually present an increased level of competition for sales of the Company's annuity contracts. Furthermore, the federal government may enact changes which could possibly eliminate the tax-advantaged nature of annuities or eliminate consumers' need for tax deferral, thereby reducing the incentive for customers to purchase the Company's products. While it is not possible to predict the outcome of such issues with certainty, management evaluates the likelihood of various outcomes and develops strategies, as appropriate, to respond to such challenges. Certain reclassifications have been made to the prior year financial statements to conform to the presentation for the current year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LIFE INSURANCE ACCOUNTING The Company writes long-duration insurance contracts with terms that are not fixed and guaranteed and single premium life insurance contracts, which are considered universal life-type contracts. The Company also sells long-duration contracts that do not involve significant risk of policyholder mortality or F-6 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) morbidity (principally single and flexible premium annuities, structured settlement annuities and supplemental contracts when sold without life contingencies) which are considered investment contracts. Limited payment contracts (policies with premiums paid over a period shorter than the contract period), primarily consist of structured settlement annuities and supplemental contracts when sold with life contingencies. TRADITIONAL LIFE The reserve for life insurance policy benefits, which relates to structured settlement annuities and supplementary contracts when sold with life contingencies, is computed on the basis of assumptions as to future investment yields, mortality, morbidity, terminations and expenses. These assumptions, which for traditional life are applied using the net level premium method, include provisions for adverse deviation and generally vary by such characteristics as plan, year of issue and policy duration. Reserve interest rates ranged from 7.3% to 9.5% during 1995. UNIVERSAL LIFE-TYPE CONTRACTS Reserves for universal life-type contracts are established using the retrospective deposit method. Under this method, liabilities are equal to the account balance that accrues to the benefit of the policyholder. CONTRACTHOLDER FUNDS Contractholder funds arise from the issuance of individual contracts that include an investment component, including universal life-type contracts. Payments received are recorded as interest-bearing liabilities. Contractholder funds are equal to deposits received and interest accrued to the benefit of the contractholder less withdrawals, mortality charges and administrative expenses. During 1995, credited interest rates on contractholder funds ranged from 3.0% to 8.0% for those contracts with fixed interest rates and from 3.0% to 8.7% for those with flexible rates. SEPARATE ACCOUNTS The Company issues flexible premium deferred variable annuity contracts, the assets and liabilities of which are legally segregated and reflected in the accompanying statements of financial position as assets and liabilities of the Separate Accounts. Assets and liabilities of the Separate Accounts represent funds of Northbrook Variable Annuity Account and Northbrook Variable Annuity Account II ("Separate Accounts"), unit investment trusts registered with the Securities and Exchange Commission. The assets of the Separate Accounts are carried at fair value. Investment income and realized gains and losses of the Separate Accounts accrue directly to the contractholders and, therefore, are not included in the accompanying statements of operations. Revenues to the Company from the Separate Accounts consist of contract maintenance fees, administrative fees and mortality and expense risk charges, which are entirely ceded to Allstate Life. F-7 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) REINSURANCE Premiums, contract charges, credited interest, and policy benefits are ceded and reflected net of such cessions in the statements of operations. Reinsurance recoverable and the related reserves for policy benefits and contractholder funds are reported separately in the statements of financial position. INVESTMENTS Fixed income securities include bonds and mortgage-backed securities. Fixed income securities are carried at fair value. The difference between amortized cost and fair value, net of deferred income taxes, is reflected as a component of shareholder's equity. Provisions are made to write down the value of fixed income securities for declines in value that are other than temporary. Such writedowns are included in realized capital gains and losses. Short-term investments are carried at cost which approximates fair value. Investment income consists primarily of interest, which is recognized on an accrual basis. Interest income on mortgage-backed securities is determined on the effective yield method, based on the estimated principal repayments. Realized capital gains and losses are determined on a specific identification basis. INCOME TAXES The income tax provision is calculated under the liability method. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities and the enacted tax rates. Deferred income taxes also arise from unrealized capital gains or losses on fixed income securities carried at fair value. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. ACCOUNTING CHANGE Effective December 31, 1993, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115 requires that investments classified as available for sale be carried at fair value. Previously, fixed income securities classified as available for sale were carried at the lower of amortized cost or fair value, determined in the aggregate. Unrealized holding gains and losses are reflected as a separate component of shareholder's equity, net of deferred income taxes. The net effect of adoption of this statement increased shareholder's equity at December 31, 1993 by $747, with no impact on net income. F-8 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) 4. RELATED PARTY TRANSACTIONS REINSURANCE The Company reinsures substantially all business with Allstate Life. Premiums and contract charges ceded to Allstate Life were $2,284 and $52,348 in 1995, $1,886 and $38,306 in 1994, and $2,688 and $22,446 in 1993. Credited interest, policy benefits and other expenses ceded to Allstate Life amounted to $229,525, $243,326, and $525,467 in 1995, 1994, and 1993, respectively. Investment income earned on the assets which support contractholder funds was excluded from the Company's financial statements as those assets were transferred to Allstate Life under the terms of reinsurance treaties. Reinsurance ceded arrangements do not discharge the Company as the primary insurer. BUSINESS OPERATIONS The Company utilizes services and business facilities owned or leased, and operated by Allstate in conducting its business activities. The Company reimburses Allstate for the operating expenses incurred by Allstate. The cost to the Company is determined by various allocation methods and is primarily related to the level of services provided. Operating expenses, including compensation and retirement and other benefit programs, allocated to the Company were $5,341, $5,483 and $5,301 in 1995, 1994 and 1993, respectively. Investment-related expenses are retained by the Company. All other costs are assumed by Allstate Life under reinsurance agreements. DEAN WITTER The Company and Allstate Life have formed a strategic alliance with Dean Witter to develop, market and distribute proprietary annuity and life insurance products through Dean Witter account executives. Dean Witter provides a portion of the funding for these products through loans to an affiliate of the Company. Under the terms of the strategic alliance, which is cancelable by either party, the Company has agreed to use Dean Witter as an exclusive distribution channel for the Company's products. Dean Witter is also the investment manager for the Dean Witter Variable Investment Series, the fund in which the assets of the Separate Accounts are invested. 5. INCOME TAXES Allstate Life and its life insurance subsidiaries, including the Company, will file a consolidated federal income tax return. Tax liabilities and benefits realized by the consolidated group are allocated as generated by the respective subsidiaries, whether or not such benefits generated by the subsidiaries would be available on a separate return basis. The Corporation and its domestic subsidiaries, including the Company (the "Allstate Group"), will be eligible to file a consolidated tax return beginning in the year 2000. Prior to the Distribution, the Allstate Group joined with Sears and its domestic business units (the "Sears Group") in the filing of a consolidated federal income tax return (the "Sears Tax Group") and were parties to a federal income tax allocation agreement (the "Tax Sharing Agreement"). As a member of the F-9 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) Sears Tax Group, the Corporation was jointly and severally liable for the consolidated income tax liability of the Sears Tax Group. Under the Tax Sharing Agreement, the Company, through the Corporation, paid to or received from the Sears Group the amount, if any, by which the Sears Tax Group's federal income tax liability was affected by virtue of inclusion of the Allstate Group in the consolidated federal income tax return. Effectively, this resulted in the Company's annual income tax provision being computed as if the Company filed a separate return, except that items such as net operating losses, capital losses, foreign tax credits, or similar items which might not be immediately recognizable in a separate return, were allocated according to the Tax Sharing Agreement and reflected in the Company's provision to the extent that such items reduced the Sears Tax Group's federal tax liability. The Allstate Group and Sears Group have entered into an agreement which governs their respective rights and obligations with respect to federal income taxes for all periods prior to the Distribution ("Consolidated Tax Years"). The agreement provides that all Consolidated Tax Years will continue to be governed by the Tax Sharing Agreement with respect to the Company's federal income tax liability and taxes payable to or recoverable from the Sears Group. The components of the deferred income tax assets and liabilities at December 31, 1995 and 1994 are as follows:
1995 1994 ------- ----- Deferred assets Unrealized net capital losses on fixed income securities...... $ $837 ------- ----- Total deferred assets....................................... 837 ------- ----- Deferred liabilities Difference in tax bases of investments........................ (1,368) (760) Unrealized net capital gains on fixed income securities....... (1,430) ------- ----- Total deferred liabilities.................................. (2,798) (760) ------- ----- Net deferred (liability) asset.................................. $(2,798) $ 77 ======= =====
The components of income tax expense are as follows:
YEAR ENDED DECEMBER 31, ------------------- 1995 1994 1993 ------ ------ ---- Current..................................................... $1,078 $1,069 $641 Deferred.................................................... 608 (114) 109 ------ ------ ---- Income tax expense.......................................... $1,686 $ 955 $750 ====== ====== ====
F-10 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) The Company paid income taxes of $4,206, $4,219 and $1,175 in 1995, 1994 and 1993, respectively under the Tax Sharing Agreement. Included in these amounts are $2,651, $2,826 and $1,111 reimbursed to the Company by Allstate Life under the terms of reinsurance agreements for 1995, 1994 and 1993, respectively. The Company had income taxes payable to Allstate Life of $233 and $4,634 at December 31, 1995 and 1994, respectively. A reconciliation of the statutory federal income tax rate to the effective federal income tax rate is as follows:
YEAR ENDED DECEMBER 31, ----------------- 1995 1994 1993 ---- ---- ----- Statutory federal income tax rate............................ 35.0% 35.0% 35.0% Dividends received deduction................................. (10.6) Tax-exempt income............................................ (1.7) Other........................................................ (0.3) 0.5 0.3 ---- ---- ----- Effective federal income tax rate.......................... 34.7% 35.5% 23.0% ==== ==== =====
6. INVESTMENTS FAIR VALUES The amortized cost, fair value and gross unrealized gains and losses for fixed income securities are as follows:
GROSS UNREALIZED AMORTIZED ------------- FAIR AT DECEMBER 31, 1995 COST GAINS LOSSES VALUE - -------------------- --------- ------ ------ ------- U.S. government and agencies................... $ 8,619 $ 880 $ $ 9,499 Municipal...................................... 1,583 83 1,666 Corporate...................................... 4,967 349 5,316 Mortgage-backed securities..................... 43,973 3,003 228 46,748 ------- ------ ------ ------- Totals..................................... $59,142 $4,315 $ 228 $63,229 ======= ====== ====== ======= GROSS UNREALIZED AMORTIZED ------------- FAIR AT DECEMBER 31, 1994 COST GAINS LOSSES VALUE - -------------------- --------- ------ ------ ------- U.S. government and agencies................... $ 9,619 $ 49 $ 825 $ 8,843 Municipal...................................... 1,642 77 3 1,716 Corporate...................................... 3,172 63 3,109 Mortgage-backed securities..................... 47,148 75 1,700 45,523 ------- ------ ------ ------- Totals..................................... $61,581 $ 201 $2,591 $59,191 ======= ====== ====== =======
F-11 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) SCHEDULED MATURITIES The scheduled maturities for fixed income securities at December 31, 1995 are as follows:
AMORTIZED COST FAIR VALUE -------------- ---------- Due in one year or less......................... $ 270 $ 272 Due after one year through five years........... 3,021 3,182 Due after five years through ten years.......... 4,647 5,124 Due after ten years............................. 7,231 7,903 ------- ------- 15,169 16,481 Mortgage-backed securities...................... 43,973 46,748 ------- ------- Total....................................... $59,142 $63,229 ======= =======
Actual maturities may differ from those scheduled as a result of prepayments by the issuers. UNREALIZED NET CAPITAL GAINS AND LOSSES Unrealized net capital gains and losses on fixed income securities included in shareholder's equity at December 31, 1995 are as follows:
UNREALIZED NET AMORTIZED COST FAIR VALUE GAINS/(LOSSES) -------------- ---------- -------------- Fixed income securities......... $59,142 $63,229 $ 4,087 ======= ======= Deferred income taxes........... (1,430) ------- Total....................... $ 2,657 =======
The change in unrealized net capital gains and losses for fixed income securities is as follows:
YEAR ENDED DECEMBER 31, ----------------- 1995 1994 ------- -------- Fixed income securities................................ $ 6,477 $ (3,539) Deferred income taxes.................................. (2,267) 1,239 ------- -------- Change in unrealized net capital gains and losses............................................ $ 4,210 $ (2,300) ======= ========
F-12 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) COMPONENTS OF INVESTMENT INCOME Investment income by type of investment is as follows:
YEAR ENDED DECEMBER 31, -------------------- 1995 1994 1993 ------ ------ ------ Investment income: Fixed income securities........................... $4,633 $2,735 $2,793 Short-term........................................ 215 192 172 ------ ------ ------ Investment income, before expense................... 4,848 2,927 2,965 Investment expense.................................. 66 46 31 ------ ------ ------ Net investment income........................... $4,782 $2,881 $2,934 ====== ====== ======
REALIZED CAPITAL GAINS AND LOSSES Realized capital gains and losses on investments are as follows:
YEAR ENDED DECEMBER 31, ----------------- 1995 1994 1993 ---- ----- ----- Fixed income securities................................ $ 67 $(193) $ 323 Income tax (expense) benefit........................... (23) 68 (113) ---- ----- ----- Net realized gains (losses)............................ $ 44 $(125) $ 210 ==== ===== =====
PROCEEDS FROM SALES OF FIXED INCOME SECURITIES The proceeds from sales of investments in fixed income securities, excluding calls, and related gross realized gains and losses are as follows:
YEAR ENDED DECEMBER 31, ---------------------- 1995 1994 1993 ------ ------ ------- Proceeds.......................................... $5,423 $1,256 $14,279 ====== ====== ======= Gross realized gains.............................. $ 67 $ 318 Gross realized losses............................. $ (179) (34) ------ ------ ------- Net realized gains (losses)....................... $ 67 $ (179) $ 284 ====== ====== =======
SECURITIES ON DEPOSIT At December 31, 1995, fixed income securities with a carrying value of $8,041 were on deposit with regulatory authorities as required by law. F-13 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) 7. FINANCIAL INSTRUMENTS In the normal course of business, the Company invests in various financial assets and incurs various financial liabilities. The assets and liabilities of the Separate Accounts are carried at the fair value of the funds in which the assets are invested. The fair value of all financial assets other than fixed income securities and all liabilities other than contractholder funds approximates their carrying value as they are short-term in nature. Fair values for fixed income securities are based on quoted market prices. The December 31, 1995 and 1994 fair values and carrying values of fixed income securities are discussed in Note 6. The fair value of contractholder funds related to investment contracts is based on the terms of the underlying contracts. Reserves on investment contracts with no stated maturities (single premium and flexible premium deferred annuities) are valued at the fund balance less surrender charge. The fair value of immediate annuities and annuities without life contingencies with fixed terms are estimated using discounted cash flow calculations based on interest rates currently offered for contracts with similar terms and duration. Contractholder funds on investment contracts had a carrying value of $2,294,536 at December 31, 1995 and a fair value of $2,274,053. The carrying value and fair value at December 31, 1994 were $2,738,823 and $2,685,448, respectively. 8. STATUTORY FINANCIAL INFORMATION The following tables reconcile net income and shareholder's equity as reported herein in conformity with generally accepted accounting principles with statutory net income and capital and surplus, determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities:
NET INCOME YEAR ENDED DECEMBER 31, ---------------------- 1995 1994 1993 ------ ------ ------ Balance per generally accepted accounting principles..................................... $3,163 $1,733 $2,507 Income taxes.................................. (88) (114) 825 Non-admitted assets and statutory reserves.... (775) (27) (91) ------ ------ ------ Balance per statutory accounting principles..... $2,300 $1,592 $3,241 ====== ====== ======
SHAREHOLDER'S EQUITY DECEMBER 31, ---------------- 1995 1994 ------- ------- Balance per generally accepted accounting principles... $76,875 $69,502 Income taxes......................................... (1,614) (77) Unrealized net capital gains (losses)................ (4,087) 2,390 Non-admitted assets and statutory reserves........... 1,891 (1,086) ------- ------- Balance per statutory accounting principles............ $73,065 $70,729 ======= =======
F-14 NORTHBROOK LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS--(CONTINUED) ($ IN THOUSANDS) PERMITTED STATUTORY ACCOUNTING PRACTICES The Company prepares its statutory financial statements in accordance with accounting principles and practices prescribed or permitted by the insurance department of the State of Illinois. Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. The Company does not follow any permitted statutory accounting practices that have a material effect on statutory surplus or risk-based capital. DIVIDENDS The ability of the Company to pay dividends is dependent on business conditions, income, cash requirements of the Company and other relevant factors. The payment of shareholder dividends by insurance companies without the prior approval of the state insurance regulator is limited to formula amounts based on net income and capital and surplus, determined in accordance with statutory accounting practices, as well as the timing and amount of dividends paid in the preceding twelve months. The maximum amount of dividends that the Company can distribute during 1996 without prior approval of both the Illinois and California Departments of Insurance is $7,057. F-15 NORTHBROOK LIFE INSURANCE COMPANY SCHEDULE IV--REINSURANCE ($ IN THOUSANDS) YEAR ENDED DECEMBER 31, 1995
GROSS NET AMOUNT CEDED AMOUNT -------- -------- -------- Life insurance in force............................. $610,478 $610,478 $ ======== ======== ======== Premiums and contract charges: Life and annuities................................ $ 54,632 $ 54,632 $ ======== ======== ======== YEAR ENDED DECEMBER 31, 1994 GROSS NET AMOUNT CEDED AMOUNT -------- -------- -------- Life insurance in force............................. $661,356 $661,356 $ ======== ======== ======== Premiums and contract charges: Life and annuities................................ $ 40,192 $ 40,192 $ ======== ======== ======== YEAR ENDED DECEMBER 31, 1993 GROSS NET AMOUNT CEDED AMOUNT -------- -------- -------- Life insurance in force............................. $702,975 $702,975 $ ======== ======== ======== Premiums and contract charges: Life and annuities................................ $ 25,134 $ 25,134 $ ======== ======== ========
F-16 APPENDIX A MARKET VALUE ADJUSTMENT The Market Value Adjustment is based on the following: I= the X-year Treasury Rate for the week preceding the issue date of the Certificate, where X is the Sub-Account guarantee period chosen. If a Note with a maturity of X years is not available, a weighted average will be used. N= the number of complete days from the date we receive the withdrawal request to the end of the Xth year since the Sub-Account was established. J= the Treasury Rate for a maturity of N days for the week preceding the receipt of the withdrawal request. If a Note with a maturity of N days is not available, a weighted average will be used. If N is one year or less, J will be the 1-year Treasury Rate. The Market Value Adjustment factor is determined from the following formula: [.9 X (I-J) X (N/365)]. The amount withdrawn less any applicable Free Withdrawal Amount will be multiplied by the Market Value Adjustment factor to determine the Market Value Adjustment. ILLUSTRATION EXAMPLE OF MARKET VALUE ADJUSTMENT Purchase Payment:................................................. $10,000 Guarantee Period:................................................. 5 years Guaranteed Interest Rate:......................................... 6.25% 5-Year Treasury Rate at the time the Sub-Account is established... 6.25% Full Surrender:.................................... End of Contract Year 3
NOTE: This illustration assumes that premium taxes were not applicable. EXAMPLE 1: (Assumes declining interest rates) Step 1: Calculate Account Value at End of Contract Year 3: = 10,000.00 X (1.0625)/3/ = $11,994.63 Step 2: Calculate The Amount Withdrawn in Excess of the Free Withdrawal Amount: Amount Withdrawn: 11,994.63 Free Withdrawal Amount: .10 X 10,000.00 = 1,000.00 Amount Withdrawn in Excess of the Free Withdrawal Amount: = 11,994.63- 1,000.00 = $10,994.63 A-1 Step 3: Calculate the Withdrawal Charge: = .06 X 10,994.63 = $659.68 Step 4: Calculate the Market Value Adjustment: I= 6.25% J= 5.95% N = 730 days Market Value Adjustment Factor: .9 X (I-J) X (N/365) = .9 X (.0625 - .0595) X (730/365) = .0054 Market Value Adjustment = Factor X Amount in Excess of Free Withdrawal Amount: = .0054 X 10,994.63 = $59.37 Step 5: Calculate The Net Surrender Value at End of Contract Year 3: = 11,994.63 - 659.68 + 59.37 = $11,394.32 EXAMPLE 2: (Assumes rising interest rates) Step 1: Calculate Account Value at End of Contract Year 3: = 10,000.00 X (1.0625)/3/ = $11,994.63 Step 2: Calculate The Amount Withdrawn in Excess of the Free Withdrawal Amount: Amount Withdrawn: 11,994.63 Free Withdrawal Amount: .10 X 10,000.00 = 1,000.00 Amount Withdrawn in Excess of the Free Withdrawal Amount: = 11,994.63 - 1,000.00 = $10,994.63 Step 3: Calculate the Withdrawal Charge: = .06 X 10,994.63 = $659.68 Step 4: Calculate the Market Value Adjustment: I= 6.25% J= 6.55% N = 730 days Market Value Adjustment Factor: .9 X (I-J) X (N/365) = .9 X (.0625 - .0655) X (730/365) = -.0054 Market Value Adjustment = Factor X Amount in Excess of Free Withdrawal Amount: = -.0054 X 10,994.63 = -$59.37 Step 5: Calculate The Net Surrender Value at End of Contract Year 3: = 11,994.63 - 659.68 - 59.37 = $11,275.58 A-2 PART II ------- INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. Other Expenses of Issuance and Distribution. Pursuant to Item 511 of Regulation S-K, the Registrant hereby represents that the following expenses totaling approximately $126,707 will be incurred or are anticipated to be incurred in connection with the issuance and distribution of the securities to be registered: registration fees - $86,207; cost of printing and engraving - $35,000; legal fees - $5,000; and accounting fees - $500. All amounts are estimated. ITEM 14. Indemnification of Directors and Officers. The By-Laws of Northbrook Life Insurance Company ("Registrant") which are incorporated herein by reference as Exhibit (3), 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 15. Recent Sales of Unregistered Securities. Not applicable. ITEM 16. Exhibits and Financial Statement Schedules. Exhibit No. Description ----------- ----------- (1) Underwriting Agreement* (2) Not Applicable (3) (i)Articles of Incorporation* (ii)By-Laws* (4) Form of Northbrook Life Insurance Company Flexible Premium Deferred Annuity Contract and Application*** (5) Opinion of General Counsel re: Legality*** (6) Not Applicable (7) Not Applicable (8) Not Applicable (9) Not Applicable (10) (i)Reinsurance Agreement between Northbrook Life Insurance Company and Allstate Life Insurance Company** (ii)Modified Coinsurance Agreement between Northbrook Life Insurance Company and Allstate Life Insurance Company**** (11) Not Applicable (12) Not Applicable (14) Not Applicable (15) Not Applicable (16) Not Applicable (21) Not Applicable (23)(a) Consent of Independent Public Accountants (23)(b) Consent of Attorneys*** (24) Powers of Attorney***, ***** (25) Not Applicable (26) Not Applicable (27) Financial Data Schedule (28) Not Applicable (99) Resolution of Board of Directors** * Previously filed in Form N-4 Registration Statement No. 33-35412 dated June 14, 1990 and incorporated by reference. ** Previously filed in Form S-1 Registration Statement No. 33-39268 dated March 6, 1991. *** Previously filed in Form S-1 Registration Statement No. 33-90272 dated March 13, 1995. **** Previously filed in Form S-1 Registration Statement No. 33-84480 dated March 8, 1995. ***** Filed herewith powers of attorney for Louis G. Lower, II, Marla G. Friedman, Lawrence P. Moews, Casey J. Sylla, and James P. Zils. ITEM 17. Undertakings. The undersigned registrant, Northbrook Life Insurance Company, hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this 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; (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 the registrant, Northbrook Life Insurance Company, pursuant to the foregoing provisions, or otherwise, the 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 that the payment by registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Northfield State of Illinois on April 1, 1996. NORTHBROOK LIFE INSURANCE COMPANY (Registrant) By:/s/ MICHAEL J.VELOTTA --------------------- Michael J. Velotta Vice President, Secretary, General Counsel and Director (SEAL) Attest:/s/BRENDA D. SNEED ------------------ Brenda D. Sneed Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- */ LOUIS G. LOWER, II Chairman of the Board of February 19, 1996 - --- ------------------ Directors and Chief Louis G. Lower, II Executive Officer /s/ MICHAEL J. VELOTTA Vice President, Secretary, February 19, 1996 ======================= General Counsel and Director Michael J. Velotta */ MARLA G. FRIEDMAN President, Chief Operating February 19, 1996 - --- ----------------- Officer and Director Marla G. Friedman **/ PETER H. HECKMAN Vice President and Director February 19, 1996 - --- ---------------- Peter H. Heckman **/ JOHN R. HUNTER First Vice President, February 19, 1996 - --- -------------- Assistant Vice President John R. Hunter and Director */ LAWRENCE P. MOEWS Director February 19, 1996 - --- ----------------- Lawrence P. Moews */ CASEY J. SYLLA Director and Chief February 19, 1996 - --- -------------- Investment Officer Casey J. Sylla */ JAMES P. ZILS Treasurer February 19, 1996 - --- ------------- James P. Zils **/ BARRY S. PAUL Assistant Vice President February 19, 1996 - --- ------------- and Controller Barry S. Paul */ By Michael J. Velotta, pursuant to Power of Attorney filed herewith. **/ By Michael J. Velotta, pursuant to Power of Attorney previously filed. INDEX TO EXHIBITS The following exhibits are filed herewith: (1) Underwriting Agreement* (2) Not Applicable (3) (i)Articles of Incorporation* (ii)By-Laws* (4) Form of Northbrook Life Insurance Company Flexible Premium Deferred Annuity Contract and Application*** (5) Opinion of General Counsel re: Legality*** (6) Not Applicable (7) Not Applicable (8) Not Applicable (9) Not Applicable (10) (i)Reinsurance Agreement between Northbrook Life Insurance Company and Allstate Life Insurance Company** (ii)Modified Coinsurance Agreement between Northbrook Life Insurance Company and Allstate Life Insurance Company**** (11) Not Applicable (12) Not Applicable (14) Not Applicable (15) Not Applicable (16) Not Applicable (21) Not Applicable (23)(a) Consent of Independent Public Accountants (23)(b) Consent of Attorneys*** (24) Powers of Attorney***, ***** (25) Not Applicable (26) Not Applicable (27) Financial Data Schedule (28) Not Applicable (99) Resolution of Board of Directors** * Previously filed in Form N-4 Registration Statement No. 33-35412 dated June 14, 1990 and incorporated by reference. ** Previously filed in Form S-1 Registration Statement No. 33-39268 dated March 6, 1991. *** Previously filed in Form S-1 Registration Statement No. 33-90272 dated March 13, 1995. **** Previously filed in Form S-1 Registration Statement No. 33-84480 dated March 8, 1995. ***** Filed herewith powers of attorney for Louis G. Lower, II, Marla G. Friedman, Lawrence P. Moews, Casey J. Sylla, and James P. Zils. EX-23.(A) 2 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Exhibit (23)(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' CONSENT We consent to the use in this Post-Effective Amendment No. 1 to Registration Statement No. 33-90272 of Northbrook Life Insurance Company of our report dated March 1, 1996 appearing in the Prospectus, which is part of such Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois April 1, 1996 EX-24 3 POWERS OF ATTORNEY EXHIBIT NO. (24) POWERS OF ATTORNEY POWER OF ATTORNEY WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY SAM ANNUITY CONTRACT Know all men by these presents that Louis G. Lower, II, whose signature appears below, constitutes and appoints Michael J. Velotta, his attorney-in- fact, with power of substitution, and his in any and all capacities, to sign any registration statements and amendments thereto for the Northbrook Life Insurance Company SAM Annuity Contract 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 each of said attorneys-in- fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 2/9/96 ---------- Date /s/LOUIS G. LOWER, II --------------------- Louis G. Lower, II Chairman of the Board of Directors & Chief Executive Officer POWER OF ATTORNEY WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY SAM ANNUITY CONTRACT Know all men by these presents that Marla G. Friedman whose signature appears below, constitutes and appoints Michael J. Velotta and Louis G. Lower, II, her attorneys-in-fact, with power of substitution, and her in any and all capacities, to sign any registration statements and amendments thereto for the Northbrook Life Insurance Company SAM Annuity Contract 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 2/9/96 --------- Date /s/MARLA G. FRIEDMAN -------------------- Marla G. Friedman President, Chief Operating Officer and Director POWER OF ATTORNEY WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY SAM ANNUITY CONTRACT Know all men by these presents that Lawrence P. Moews, whose signature appears below, constitutes and appoints Michael J. Velotta and Louis G. Lower, II, his attorneys-in-fact, with power of substitution, and his in any and all capacities, to sign any registration statements and amendments thereto for the Northbrook Life Insurance Company SAM Annuity Contract 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 2/9/96 --------- Date /s/LAWRENCE P. MOEWS -------------------- Lawrence P. Moews Director POWER OF ATTORNEY WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY SAM ANNUITY CONTRACT Know all men by these presents that Casey J. Sylla, whose signature appears below, constitutes and appoints Michael J. Velotta and Louis G. Lower, II, his attorneys-in-fact, with power of substitution, and his in any and all capacities, to sign any registration statements and amendments thereto for the Northbrook Life Insurance Company SAM Annuity Contract 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 2/9/96 --------- Date /s/CASEY J. SYLLA ----------------- Casey J. Sylla Chief Investment Officer and Director POWER OF ATTORNEY WITH RESPECT TO THE NORTHBROOK LIFE INSURANCE COMPANY SAM ANNUITY CONTRACT Know all men by these presents that James P. Zils, whose signature appears below, constitutes and appoints Michael J. Velotta and Louis G. Lower, II, his attorneys-in-fact, with power of substitution, and his in any and all capacities, to sign any registration statements and amendments thereto for the Northbrook Life Insurance Company SAM Annuity Contract 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 2/9/96 --------- Date /s/JAMES P. ZILS ---------------- James P. Zils Treasurer EX-27 4 FINANCIAL DATA SCHEDULE FOR NORTHBROOK
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS OF FINANCIAL POSITION, INCOME, SHAREHOLDER EQUITY, CASH FLOWS AND NOTES TO FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 63,229 0 0 0 0 0 71,278 87 2,636,981 0 6,071,603 139,509 0 0 2,497,278 0 2,500 0 0 74,375 6,071,603 0 4,782 67 0 0 0 0 4,849 1,686 3,163 0 0 0 3,163 126.52 126.52 0 0 0 0 0 0 0
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