As filed with the Securities and Exchange Commission on January 27, 2004
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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
(Exact Name of Registrant)
ILLINOIS 36-2554642
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-5000
(Address and Phone Number of Principal Executive Office)
MICHAEL J. VELOTTA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ALLSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD, SUITE J5B
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
RICHARD T. CHOI, ESQUIRE LISETTE WILLEMSEN, ESQUIRE
FOLEY & LARDNER ALLSTATE LIFE INSURANCE COMPANY
3000 K STREET, NW SUITE 500 3100 SANDERS ROAD, SUITE J5B
WASHINGTON, D.C. 20007 NORTHBROOK, IL 60062
Approximate date of commencement of proposed sale to the public: The annuity
contracts and interests thereunder covered by this registration statement are 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
CALCULATION OF REGISTRATION FEE
- -------------------------------- --------------------- -------------------------- ------------------------------- -----------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per unit aggregate offering price(1) registration fee(3)
- -------------------------------- ---------------------- -------------------------- ------------------------------ -----------------
Deferred annuity $300,000,000 (2) $300,000,000 $24,270.00
interests 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 $200,000,000 of units of interest under deferred annuity
contracts previously registered under Registration Statement No.
333-105208, $119,017,598.53 for which a filing fee 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 a deferred annuity contract previously
described in the prospectus contained in Registrant's Form S-3 registration
statement (File No. 333-105208). Registrant incorporates herein by reference
that 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 ("Registrant") provide that
Registrant will indemnify all of its directors, former directors, officers and
former officers, to the fullest extent permitted under law, who were or are a
party or are threatened to be made a party to any proceeding by reason of the
fact that such persons were or are directors or officers of Registrant, against
liabilities, expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by them. The indemnity shall not be deemed exclusive of
any other rights to which directors or officers may be entitled by law or under
any articles of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the indemnity shall inure to
the benefit of the legal representatives of directors and officers or of their
estates, whether such representatives are court appointed or otherwise
designated, and to the benefit of the heirs of such directors and officers. The
indemnity shall extend to and include claims for such payments arising out of
any proceeding commenced or based on actions of such directors and officers
taken prior to the effectiveness of this indemnity; provided that payment of
such claims had not been agreed to or denied by Registrant before such date.
The directors and officers of Registrant have been provided liability insurance
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit No. Description
(1) Underwriting Agreement between Allstate Life Insurance Company and Allstate
Distributors, L.L.C. (Incorporated herein by reference to Pre-Effective
Amendment No. 1 to the Form N-4 Registration Statement of Allstate Life
Insurance Company Separate Account A (File No. 333-31288) dated April 27, 2000.)
(2) None
(4) Form of Single Premium Deferred Annuity Certificate and Application
(Incorporated herein by reference to Registrant's initial Form S-3 Registration
Statement (File No. 333-105208) dated May 13, 2003.)
(5) Opinion and Consent of General Counsel re: Legality
(8) None
(11) None
(12) None
(15) None
(23)(a) Independent Auditors' Consent
(b) Consent of Foley & Lardner
(24)(a) Powers of Attorney for Michael J. Velotta, David A. Bird, Margaret G.
Dyer, Marla G. Friedman, Edward M. Liddy, John C. Lounds, J. Kevin McCarthy,
Robert W. Pike, Samuel H. Pilch, Steven E. Shebik, Eric A. Simonson, Thomas J.
Wilson, II and Kevin R. Slawin. (Incorporated herein by reference to Allstate
Life's initial Form S-3 Registration Statement (File No. 333-100068) filed
September 25, 2002).
(24)(b) Powers of Attorney for Casey J. Sylla and Danny L. Hale (Incorporated
herein by reference to Registrant's initial Form S-3 Registration Statement
File No. 333-105208) dated May 13, 2003.)
(25) None
(26) None
(27) Not applicable
(99) None
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; 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, 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 in the
Township of Northfield, State of Illinois on the 27th day of January, 2004.
ALLSTATE LIFE INSURANCE COMPANY
(REGISTRANT)
By: /s/MICHAEL J. VELOTTA
---------------------------------------
Michael J. Velotta
Senior 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
27th day of January, 2004.
*/CASEY J. SYLLA Chairman of the Board, President and Director
- ---------------------- Principal Executive Officer)
Casey J. Sylla
/s/MICHAEL J. VELOTTA Senior Vice President, Secretary,
- --------------------- General Counsel and Director
Michael J. Velotta
*/DAVID A. BIRD Senior Vice President and Director
- ------------------
David A. Bird
*/MARGARET G. DYER Senior Vice President and Director
- -----------------
Margaret G. Dyer
*/MARLA G. FRIEDMAN Senior Vice President and Director
- -------------------
Marla G. Friedman
*/DANNY L. HALE Director
- -------------------
Danny L. Hale
*/EDWARD M. LIDDY Director
- -----------------
Edward M. Liddy
*/JOHN C. LOUNDS Senior Vice President and Director
- -----------------
John C. Lounds
*/J. KEVIN MCCARTHY Senior Vice President and Director
- -----------------
J. Kevin McCarthy
*/ROBERT W. PIKE Director
- ------------------
Robert W. Pike
*/SAMUEL H. PILCH Group Vice President and Controller
- ------------------ (Principal Accounting Officer)
Samuel H. Pilch
*/STEVEN E. SHEBIK Senior Vice President, Chief Financial Officer
- ------------------ and Director (Principal Financial Officer)
Steven E. Shebik
*/ERIC A. SIMONSON Senior Vice President, Chief Investment
- ------------------ Officer and Director
Eric A. Simonson
*/KEVIN R. SLAWIN Senior Vice President and Director
- ------------------
Kevin R. Slawin
*/THOMAS J. WILSON, II Director
- ------------------
Thomas J. Wilson, II
*/ By Michael J. Velotta, pursuant to Powers of Attorney previously filed.
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 Foley & Lardner
Exhibit 5
ALLSTATE LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number (847) 402-2400
Facsimile (847) 402-3781
Michael J. Velotta
Senior Vice President, Secretary
and General Counsel
January 27, 2004
TO: ALLSTATE LIFE INSURANCE COMPANY
NORTHBROOK, IL 60062
FROM: MICHAEL J. VELOTTA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FILE NO. 333-________
With reference to the Registration Statement on Form S-3 filed by Allstate Life
Insurance Company (the "Company"), as Registrant, with the Securities and
Exchange Commission covering the Single Premium Deferrred Annuity Contract
described therein, 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 as of January 27, 2004:
1. The Company is duly organized and existing under the laws of the
State of Illinois and has been duly authorized to do business and to
issue the Contracts by the Director of Insurance of the State of
Illinois.
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
Senior 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 on Form S-3 of our report dated February 5, 2003, appearing in the Annual Report on Form 10-K of Allstate Life Insurance Company for the year ended December 31, 2002, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ Deloitte & Touche LLP Chicago, Illinois January 27, 2004Exhibit 23(b) CONSENT OF FOLEY & LARDNER We hereby consent to the reference to our firm under the caption "Legal Matters" in the prospectus included in the initial Form S-3 Registration Statement of Allstate Life Insurance Company, filed on January 27, 2004. /s/ Foley & Lardner FOLEY & LARDNER Washington, D.C. January 27, 2004