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REGISTRATION NO. 33-58482
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
NEW YORK 6311 04-2845273
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code No.)
organization) Number)
</TABLE>
80 BROAD STREET, NEW YORK, NEW YORK 10004
(212) 943-3855
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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<S> <C>
COPIES TO:
BONNIE S. ANGUS, SECRETARY DAVID N. BROWN, ESQ.
C/O SUN LIFE ASSURANCE COMPANY OF COVINGTON & BURLING
CANADA (U.S.) 1201 PENNSYLVANIA AVENUE N.W.
ONE SUN LIFE EXECUTIVE PARK P.O. BOX 7566
WELLESLEY HILLS, MASSACHUSETTS 02181 WASHINGTON, D.C. 20044
(617) 237-6030 (202) 662-5238
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA
CODE OF AGENT FOR SERVICE)
</TABLE>
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SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
Post-effective Amendment No. 2 to
Registration Statement on Form S-1
Cross Reference Sheet Pursuant To
Regulation S-K, Item 501(b)
Form S-1 Item Number
and Caption Location in Prospectus; Caption
-------------------- -------------------------------
1. Forepart of the Registration Cover Pages
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages; Table of Contents
Cover Pages of Prospectus
3. Summary Information, Risk Cover Pages (Summary); Expense
Factors and Ratio of Earnings Summary
to Fixed Charges
4. Use of Proceeds A Word About the Company, the
Fixed Account, the Variable
Account and the Series Fund
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of the Contracts
9. Description of Securities to be Cover Pages; A Word About the
Registered Company, the Fixed Account, the
Variable Account and the Series
Fund; Purchase Payments and
Contract Values During
Accumulation Period; Cash
Withdrawals, Withdrawal Charges
and Market Value Adjustment;
Other Contractual Provisions
10. Interests of Named Experts and Not Applicable
Counsel
11. Information with Respect to the A Word About the Company, the
Registrant Fixed Account, the Variable
Account and the Series Fund;
Other Contractual Provisions;
Additional Information About the
Company; The Company's Directors
and Executive Officers; Legal
Proceedings; Legal Matters;
Financial Statements
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Form S-1 Item Number
and Caption Location in Prospectus; Caption
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12. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Attached hereto and made a part hereof is the Prospectus dated May 1, 1995.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 13. Other Expenses of Issuance and Distribution.
Not applicable.
Item 14. Indemnification of Directors and Officers.
Article 5, Section 5.6 of the By-Laws of Sun Life Insurance and Annuity
Company of New York provides for indemnification of directors, officers and
employees as follows:
"The Corporation may by action of the Board of Directors indemnify to
the full extent and in the manner authorized by law any person made or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he or
she, his or her testator or intestate is or was a director, officer or
employee of the Corporation or serves or served any other enterprise as a
director, officer or employee at the request of the Corporation."
Item 15. Recent Sales of Unregistered Securities.
Not applicable.
Item 16. Exhibits and Financial Statement Schedules
Exhibits:
Exhibit
Number Description Method of Filing
- ------- ----------- ----------------
1 Underwriting Agreement *
3(a) Declaration of Intent and Charter *
3(b) By-laws *
4 Single Premium Combination Fixed/
Variable Annuity Contract ***
5 Opinion re: Legality **
23 Consents of Experts and Counsel
(a) Consent of Independent Cer-
tified Public Accountants Filed Herewith
(b) Consent of Counsel Filed Herewith
24 Powers of Attorney ****
Financial Statement Schedules:
None.
* Incorporated by reference from the Registration Statement of the Registrant
on Form S-1, File No. 33-1079.
** Incorporated by reference from the Registration Statement of the Registrant
on Form S-1, File No. 33-58482.
*** Incorporated by reference from Post-effective Amendment No. 1 to the
Registration Statement on Form N-4 of Sun Life (N.Y.) Variable Account C,
File No. 33-41629.
**** Incorporated by reference from Post-effective Amendment No. 1 to the
Registration Statement of the Registrant on Form S-1, File No. 33-58482.
II-1
<PAGE>
Item 17. Undertakings
(a) The undersigned Registrant 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;
Provided, however, that paragraphs (a)(1)(i) and a(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
II-2
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indem- nification 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 the 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Sun Life Insurance and Annuity Company of New York, has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth
of Massachusetts, on the 24th day of April, 1995.
Sun Life Insurance and Annuity
Company of New York
(Registrant)
By:* /s/ JOHN D. McNEIL
-------------------------
John D. McNeil
Chairman
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
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Chairman and
Director
(Principal
* /s/ JOHN D. McNEIL Executive Officer) April 24, 1995
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John D. McNeil
Vice President and
Treasurer (Principal
Financial &
* /s/ L. BROCK THOMSON Accounting Officer) April 24, 1995
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L. Brock Thomson
* /s/ RICHARD B. BAILEY Director April 24, 1995
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Richard B. Bailey
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* By Bonnie S. Angus pursuant to Power of Attorney filed with Post-
effective Amendment No. 1 to the Registration Statement of the
Registrant on Form S-1, File No. 33-58482.
II-4
<PAGE>
Signature Title Date
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* /s/ A. KEITH BRODKIN Director April 24, 1995
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A. Keith Brodkin
* /s/ M. COLYER CRUM Director April 24, 1995
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M. Colyer Crum
* /s/ JOHN R. GARDNER President and April 24, 1995
- ------------------------------ Director
John R. Gardner
Senior Vice President
* /s/ DAVID D. HORN and Director April 24, 1995
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David D. Horn
* /s/ JOHN G. IRELAND Director April 24, 1995
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John G. Ireland
* /s/ EDWARD M. LAMONT Director April 24, 1995
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Edward M. Lamont
* /s/ JOHN S. LANE Director April 24, 1995
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John S. Lane
* /s/ ANGUS A. MacNAUGHTON Director April 24, 1995
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Angus A. MacNaughton
* /s/ FIORAVANTE G. PERROTTA Director April 24, 1995
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Fioravante G. Perrotta
* /s/ RALPH F. PETERS Director April 24, 1995
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Ralph F. Peters
* /s/ PAMELA T. TIMMINS Director April 24, 1995
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Pamela T. Timmins
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* By Bonnie S. Angus pursuant to Power of Attorney filed with Post-
effective Amendment No. 1 to the Registration Statement of the
Registrant on Form S-1, File No. 33-58482.
II-5
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EXHIBIT INDEX
Exhibit Page
Number ----
- -------
1 Underwriting Agreement............................ *
3(a) Declaration of Intent and Charter................. *
3(b) By-Laws........................................... *
4 Single Premium Combination Fixed/
Variable Annuity Contract....................... ***
5 Opinion Re: Legality.............................. **
23(a) Consent of Independent Certified Public
Accountants.....................................
23(b) Consent of Counsel................................
24 Powers of Attorney................................ ****
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* Filed with the Registration Statement of the Registrant on Form S-1, File
No. 33-1079.
** Filed with the Registration Statement of the Registrant on Form S-1, File
No. 33-58482.
*** Filed with Post-effective Amendment No. 1 to the Registration Statement on
Form N-4 of Sun Life (N.Y.) Variable Account C, File No. 33-41629.
**** Filed with Post-effective Amendment No. 1 to the Registration Statement of
the Registrant on Form S-1, File No. 33-58482.
II-6
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Post-effective Amendment No. 2 to the Registration
Statement No. 33-58482 on Form S-1 of Sun Life Insurance and Annuity Company of
New York of our report dated February 3, 1995 accompanying the financial
statements of Sun Life (N.Y.) Variable Account C and to the use of our report
dated January 31, 1995 accompanying the financial statements of Sun Life
Insurance and Annuity Company of New York appearing in the Prospectus, which is
a part of such Registration Statement, and to the incorporation by reference of
our reports dated January 31, 1995 appearing in the Annual Report on Form 10-K
of Sun Life Insurance and Annuity Company of New York for the year ended
December 31, 1994.
We also consent to the references to us under the headings "Condensed
Financial Information - Accumulation Unit Values" and "Accountants" in such
Prospectus.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 25, 1995
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Exhibit 23(b)
CONSENT OF COUNSEL
I hereby consent to the reference to me in Post-effective Amendment No. 2 to
the Registration Statement on Form S-1 of Sun Life Insurance and Annuity Company
of New York under the caption "Legal Matters" in the Prospectus contained
therein.
DAVID D. HORN, ESQ.
April 24, 1995
