-----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, P+6V1psGvNgXZvlazZlMSjv/Gn5nT0qrJHd5v3RyoFHmQFelr2vjZbKAV+tONo0H wf4Gw0/Gnp0rSOXSeIhAuQ== 0000945094-99-000271.txt : 19990830 0000945094-99-000271.hdr.sgml : 19990830 ACCESSION NUMBER: 0000945094-99-000271 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE LIFE INSURANCE CO OF NEW YORK CENTRAL INDEX KEY: 0000839759 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 362608394 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-86007 FILM NUMBER: 99700973 BUSINESS ADDRESS: STREET 1: ONE ALLSTATE DR STREET 2: PO BOX 9095 CITY: FARMINGVILLE STATE: NY ZIP: 11738 BUSINESS PHONE: 5164515300 MAIL ADDRESS: STREET 1: ONE ALLSTATE DR STREET 2: PO BOX 9095 CITY: FARMINGVILLE STATE: NY ZIP: 11738 S-3/A 1 ALNY REGISTRATION As filed with the Securities and Exchange Commission on August 27, 1999 - ------------------------------------------------------------------------------ FILE NO. 333-86007 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK (Exact Name of Registrant) NEW YORK 36-2608394 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) P.O. Box 9075 Farmingville, New York 11738-9075 516/451-5300 (Address and Phone Number of Principal Executive Office) MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 847/402-2400 (Name, Complete Address and Telephone Number of Agent for Service) COPIES TO: RICHARD T. CHOI, ESQUIRE TERRY R. YOUNG, ESQUIRE FREEDMAN, LEVY, KROLL & SIMONDS ALLSTATE LIFE FINANCIAL SERVICES, INC. 1050 CONNECTICUT AVENUE, N.W. 3100 SANDERS ROAD SUITE 825 NORTHBROOK, IL 60062 WASHINGTON, D.C. 20036-5366 Approximate date of commencement of proposed sale to the Public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/
CALCULATION OF REGISTRATION FEE ============================================================================================================ Proposed Maximum Title of Securities Amount To Be Proposed Maximum Aggregate Offering Amount Of To Be Registered Registered(1) Aggregate Price Per Price(1) Registration Fee(3) Unit - -------------------- ------------------- ------------------------ -------------------- --------------------- Deferred Annuity $5,000,000 (2) $5,000,000 $1,390 Contracts and Participating Interests Therein - -------------------- ------------------- ------------------------ -------------------- ---------------------
(1) Estimated solely for purpose of determining the registration fee. (2) The Contract does not provide for a predetermined amount or number of units. (3) Of the $5,000,000 of units of interest under annuity contracts registered under Registration Statement No. 33-65355, $294,516, for which a filing fee of $102 was previously paid, are being carried forward pursuant to Rule 429. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Explanatory Note Registrant is filing this registration statement for the sole purpose of registering additional interests under deferred annuity contracts previously described in the May 1, 1999 prospectus contained in Registrant's Form S-3 registration statement (File No. 033-65355). Registrant incorporates herein by reference that May 1, 1999 prospectus, which remains unchanged. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-laws of Allstate Life Insurance Company of New York ("Registrant") provide that Registrant will indemnify its officers and directors for certain damages and expenses that may be incurred in the performance of their duty to Registrant. No indemnification is provided, however, when such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty, unless indemnification is deemed appropriate by the court upon application. ITEM 16. EXHIBITS. Exhibit No. Description (1) Form of Underwriting Agreement (Incorporated herein by reference to Post-Effective Amendment No. 1 to Registrant's Form S-1 Registration Statement (File No. 033-62193) dated March 22, 1996.) (2) None (4) Form of Flexible Premium Deferred Annuity (Incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-4 Registration Statement of Glenbrook Life and Annuity Company Separate Account A (File No. 033-62203) dated November 21, 1995.) (5) Opinion and Consent of General Counsel (8) None (11) None (12) None (15) None (23)(a) Independent Auditors' Consent (23)(b) Consent of Attorneys (24) Powers of Attorney for Louis J. Lower, II, Timothy H. Plohg, Marcia D. Alazraki, Cleveland Johnson, Jr., Gerard F. McDermott, Joseph P. McFadden, John R. Raben, Jr., Sally A. Slacke, Kevin R. Slawin, Keith A. Hauschildt, and Thomas J. Wilson, II. (25) None (26) None (27) Not applicable (99) Form of Resolution of Board of Directors (Incorporated herein by reference to Post-Effective Amendment No. 5 to Registrant's Form S-1 Registration Statement (File No. 033-47245) dated April 1, 1997.) ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof ) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, Allstate Life Insurance Company of New York, 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 than 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the Township of Northfield, State of Illinois on the 25th day of August, 1999. ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK (REGISTRANT) (SEAL) Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA -------------------- --------------------- Brenda D. Sneed Michael J. Velotta Assistant Secretary Vice President, Secretary and and Assistant General Counsel General Counsel 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 25th day of August, 1999. */LOUIS G. LOWER, II Chairman of the Board and Director - -------------------- (Principal Executive Officer) Louis G. Lower, II */THOMAS J. WILSON, II President and Director - ---------------------- (Principal Operating Officer) Thomas J. Wilson, II */MICHAEL J. VELOTTA Vice President, Secretary, General - ---------------------- Counsel and Director Michael J. Velotta */KEVIN R. SLAWIN Vice President and Director - ------------------ (Principal Financial Officer) Kevin R. Slawin */SAMUEL H. PILCH Controller - ------------------- (Principal Accounting Officer) Samuel H. Pilch */TIMOTHY H. PLOHG Vice President and Director - ------------------- Timothy H. Plohg */MARCIA D. ALAZRAKI Director - -------------------- Marcia D. Alazraki */CLEVELAND JOHNSON, JR. Director - ------------------------ Cleveland Johnson, Jr. */JOSEPH J. RICHARDSON Director - ---------------------- Joseph J. Richardson */MARLA G. FRIEDMAN Director - ---------------------- Marla G. Friedman */JOHN R. RABEN, JR. Director - ---------------------- John R. Raben, Jr. */SALLY A. SLACKE Director - ---------------------- Sally A. Slacke */ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith. EXHIBIT LIST The following exhibits are filed herewith: Exhibit No. Description (5) Opinion and Consent of General Counsel (23)(a) Independent Auditors' Consent (23)(b) Consent of Attorneys (24) Powers of Attorney EX-5 2 OPINION AND CONSENT OF GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK LAW AND REGULATION DEPARTMENT 3100 Sanders Road, J5B Northbrook, Illinois 60062 Direct Dial Number 847-402-2400 Facsimile 847-402-4371 Michael J. Velotta Vice President, Secretary and General Counsel August 19, 1998 TO: ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK FARMINGVILLE, NEW YORK 11738-9075 FROM: MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL RE: FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 With reference to the Registration Statement on Form S-3 filed by Allstate Life Insurance Company of New York (the "Company"), as registrant, with the Securities and Exchange Commission covering the Flexible Premium Deferred Annuity Contracts, I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that: 1. The Company is duly organized and existing under the laws of the State of New York and has been duly authorized to do business by the Director of Insurance of the State of New York. 2. The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company. I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Sincerely, /s/MICHAEL J. VELOTTA - ------------------------- Michael J. Velotta Vice President, Secretary and General Counsel EX-23 3 INDEPENDENT AUDITORS' CONSENT Exhibit (23) (a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Allstate Life Insurance Company of New York on Form S-3 of our report dated February 19, 1999, appearing in the Annual Report on Form 10-K of Allstate Life Insurance Company of New York for the year ended December 31, 1998 which was incorporated by reference in Registration Statement No. 033-65355 on Form S-3, which is incorporated by reference in this Registration Statement and to the reference to us under the heading "Experts" in the Prospectus also contained in Registration Statement No. 033-65355. Chicago, Illinois August 23, 1999 EX-23 4 CONSENT OF ATTORNEYS Exhibit (23)(b) Freedman, Levy, Kroll & Simonds CONSENT OF FREEDMAN, LEVY, KROLL & SIMONDS We hereby consent to the reference to our firm under the caption "Legal Matters" in the prospectus, dated May 1, 1999, incorporated by reference in the Form S-3 Registration Statement of Allstate Life Insurance Company of New York to which this consent relates. /s/FREEDMAN, LEVY, KROLL & SIMONDS Washington, D.C. August 26, 1999 EX-24 5 POWER OF ATTORNEY POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 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 him in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 19, 1999 - -------------------------- Date /s/LOUIS G. LOWER, II - -------------------------- Louis G. Lower, II Chairman of the Board and Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Michael J. Velotta, whose signature appears below, constitutes and appoints Louis G. Lower, II, his attorney-in-fact, with power of substitution, and him in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 19, 1999 - -------------------------- Date /S/MICHAEL J. VELOTTA - -------------------------- Michael J. Velotta Vice President, Secretary, General Counsel and Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Thomas J. Wilson II, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 22, 1999 - -------------------------- Date /s/THOMAS J. WILSON, II - -------------------------- Thomas J. Wilson, II President and Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Kevin R. Slawin, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 18, 1999 - -------------------------- Date /s/KEVIN R. SLAWIN - -------------------------- Kevin R. Slawin Vice President and Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Samuel H. Pilch, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 19, 1999 - -------------------------- Date /s/SAMUEL H. PILCH - -------------------------- Samuel H. Pilch Controller POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Timothy H. Plohg, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 19, 1999 - -------------------------- Date /s/TIMOTHY H. PLOHG - -------------------------- Timothy H. Plohg Vice President and Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Marcia D. Alazraki, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, her attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 18, 1999 - -------------------------- Date /s/MARCIA D. ALAZRAKI - -------------------------- Marcia D. Alazraki Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Cleveland Johnson, Jr., whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 18, 1999 - -------------------------- Date /s/CLEVELAND JOHNSON, JR. - -------------------------- Cleveland Johnson, Jr. Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Marla G. Friedman, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, her attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 18, 1999 - -------------------------- Date /s/MARLA G. FRIEDMAN - -------------------------- Marla G. Friedman Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Joseph J. Richardson, whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 18, 1999 - -------------------------- Date /s/JOSEPH J. RICHARDSON - -------------------------- Joseph J. Richardson Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that John R. Raben, Jr., whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, his attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 23, 1999 - -------------------------- Date /s/JOHN R. RABEN, JR. - -------------------------- John R. Raben, Jr. Director POWER OF ATTORNEY WITH RESPECT TO ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK REGISTRATION STATEMENT ON FORM S-3 Know all men by these presents that Sally A. Slacke , whose signature appears below, constitutes and appoints Louis G. Lower, II and Michael J. Velotta, her attorneys-in-fact, with power of substitution, and each of them in any all capacities, to sign any registration statements and amendments thereto for Allstate Life Insurance Company of New York and related Contracts and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. August 17, 1999 - -------------------------- Date /s/ SALLY A. SLACKE - -------------------------- Sally A. Slacke Director -----END PRIVACY-ENHANCED MESSAGE-----