As filed with the Securities and Exchange Commission on January 26, 2000
- ------------------------------------------------------------------------------
FILE NO.
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 9095
Farmingville, New York 11738-9095
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: Continuous
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/
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 /x/ 333-86007
<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
Unit
- -------------------- ------------------- ------------------------ -------------------- ---------------------
Deferred Annuity $1,000,000 (2) $1,000,000 $264.00
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.
<PAGE>
Explanatory Note
Registrant is filing this registration statement for the sole purpose of
registering additional interests under deferred variable annuity contracts
previously described in the prospectuses contained in Registrant's Form S-3
registration statement (File No. 033-65355). Registrant incorporates herein by
reference those prospectuses which remain 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) (a) Form of Allstate Life of New York Flexible Premium Deferred Variable
Annuity (Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Form N-4 Registration Statement of Allstate Life of New York Separate
Account A (File No. 033-65381) dated September 20, 1996.)
(4) (b)Form of Allstate Life of New York Flexible Premium Deferred Variable
Annuity (Incorporated herein by reference to Post-Effective Amendment No. 4 to
Form N-4 Registration Statement of Allstate Life of New York Separate Account A
(File No. 033-65381) dated November 12, 1999.)
(5) Opinion and Consent of General Counsel re: Legality
(8) None
(11) None
(12) None
(15) None
(23)(a) Independent Auditors' Consent
(23)(b) Consent of Freedman, Levy, Kroll & Simonds
(24) Powers of Attorney for Louis J. Lower, II, Marcia D. Alazraki, Cleveland
Johnson, Jr., Samuel H. Pilch, Marla G. Friedman, John R. Raben, Jr., Sally A.
Slacke, Kevin R. Slawin, Michael J. Velotta and Thomas J. Wilson, II,
(previously filed in Registrant's Form S-3 Registration Statement (File No.
333-86007) dated August 27, 1999.)
(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 26th day of January, 2000.
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
(REGISTRANT)
(SEAL)
By: /s/MICHAEL J. VELOTTA
---------------------
Michael J. Velotta
Vice President, Secretary and
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
26th day of January, 2000.
*/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
*/MARCIA D. ALAZRAKI Director
- --------------------
Marcia D. Alazraki
*/CLEVELAND JOHNSON, JR. Director
- ------------------------
Cleveland Johnson, Jr.
*/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
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
January 26, 2000
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
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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
January 24, 2000
<PAGE>
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 prospectuses 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.
January 26, 2000
