As filed with the Securities and Exchange Commission on September 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
847/402-2400
(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 LLP 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 $500,000,000 (2) $500,000,000 $63,350.00
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 $300,000,000 of units of interest under deferred annuity contracts
previously registered under Registration Statement No. 333-112233,
$20,809,462 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. 333-112233). 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 epresentatives 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)(a) Opinion and Consent of General Counsel re: Legality. (Incorporated herein
by reference to Pre-Effective Amendment No. 2 to Registrant's Form S-3
Registration Statement (File No. 333-105208) dated July 21, 2003.)
(5)(b) Opinion and Consent of General Counsel re: Legality. (Incorporated herein
by reference to Registrant's Initial Form S-3 Registration Statement (File No.
333-112233) dated
January 27, 2004.)
(5)(c) Opinion and Consent of General Counsel re: Legality filed herewith.
(8) None
(11) None
(12) None
(15) Letter re unaudited interim financial information from Registered Public
Accounting Firm filed herewith
(23)(a) Consent of Independent Registered Public Accounting Firm filed herewith.
(b) Consent of Foley & Lardner, LLP filed herewith.
(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)(a) Experts filed herewith.
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) (a) 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,
(3)(b) that, for purposes of determining any liability under the Securities Act
of 1933, each filing if the registrant's annual report pursuant to Section 13(a)
or 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.
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 September, 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 indicated
and on the 27th day of September, 2004.
*/CASEY J. SYLLA Director, Chairman of the Board and
- ---------------------- President (Principal Executive Officer)
Casey J. Sylla
/s/MICHAEL J. VELOTTA Director, Senior Vice President, General
- ---------------------- Counsel and Secretary
Michael J. Velotta
*/DAVID A. BIRD Director and Senior Vice President
- ----------------------
David A. Bird
*/DANNY L. HALE Director
- ----------------------
Danny L. Hale
*/EDWARD M. LIDDY Director
- -----------------------
Edward M. Liddy
*/JOHN C. LOUNDS Director and Senior Vice President
- -----------------------
John C. Lounds
*/J. KEVIN MCCARTHY Director and Senior Vice President
- -----------------------
J. Kevin McCarthy
*/ROBERT W. PIKE Director
- ------------------------
Robert W, Pike
*/SAMUEL H. PILCH Controller and Group Vice President
- ------------------------ (Principal Accounting Officer)
Samuel H. Pilch
*/STEVEN E. SHEBIK Director, Senior Vice President and Chief
- ------------------------ Financial Officer
Steven E. Shebik (Principal Financial Officer)
*/ERIC A. SIMONSON Director, Senior Vice President and Chief
- ------------------------- Investment Officer
Eric A. Simonson
*KEVIN R. SLAWIN Director and Senior Vice President
- -----------------------
Kevin R. Slawin
*/THOMAS J. WILSON II Director
- -----------------------
Thomas J. Wilson II
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
EXHIBIT LIST
The following exhibits are filed herewith:
Exhibit No. Description
5 Opinion and Consent of General Counsel
15 Letter re unaudited interim financial information from
Registered Public Accounting Firm
23(a) Consent of Independent Registered Public Accounting Firm
23(b) Consent of Foley & Lardner, LLP
99(a) Experts
Exhibit 5
September 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 September 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 15 September 27, 2004 Board of Directors Allstate Life Insurance Company Northbrook, Illinois We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim consolidated financial information of Allstate Life Insurance Company and subsidiaries for the periods ended March 31, 2004 and 2003, and June 30, 2004 and 2003, and have issued our reports dated May 7, 2004, and August 10, 2004, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, and June 30, 2004, are being used in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP Chicago, Illinois
Exhibit 23 (a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 4, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to changes in the methods of accounting for embedded derivatives in modified coinsurance agreements and variable interest entities in 2003), appearing in the Annual Report on Form 10-K of Allstate Life Insurance Company for the year ended December 31, 2003, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Chicago, Illinois September 27, 2004Exhibit 23 (b) CONSENT OF FOLEY & LARDNER LLP 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 September 27, 2004. /s/ Foley & Lardner LLP FOLEY & LARDNER LLP Washington, D.C. September 27, 2004
Exhibit 99 (a) Experts The consolidated financial statements and the related consolidated financial statement schedules incorporated in this prospectus by reference from the Allstate Life Insurance Company Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein (which report expresses an unqualified opinion and includes an explanatory paragraph relating to changes in the methods of accounting for embedded derivatives in modified coinsurance agreements and variable interest entities in 2003), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. With respect to the unaudited interim financial information for the periods ended March 31, 2004 and 2003 and June 30, 2004 and 2003 which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.