As filed with the Securities and Exchange Commission on August 27, 1999
- ------------------------------------------------------------------------------
FILE NO. 333-______
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/
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<S> <C> <C> <C> <C>
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
- -------------------- ------------------- ------------------------ -------------------- ---------------------
</TABLE>
(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, $___________, for which a filing fee
of $______________ 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
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
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
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
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
