FILE NO. 333-117685
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3A
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
847/402-5000
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
ALLEN R. REED
ALLSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD, SUITE J5B
NORTHBROOK, ILLINOIS 60062
847/402-5000
The table on the face page captioned "CALCULATION OF REGISTRATION FEE" is
amended to read in its entirety as follows:
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
- -------------------------------- ---------------------- -------------------------- ------------------------------ -----------------
Deferred annuity contracts $250,000,000 (2) $80,000,000 $10,136
and participating interests
therein
- -------------------------------- ---------------------- -------------------------- ------------------------------ -----------------
The section entitled "ANNUAL REPORTS AND OTHER DOCUMENTS" on page 29 of the
initial filing of File Number 333-117685 is amended to read in its entirety as
follows:
Allstate Life's Annual Report on Form 10-K for the year ended December 31,
2003, is incorporated herein by reference, which means that it is legally a
part of this prospectus.
After the date of this prospectus and before we terminate the offering of
the securities under this prospectus, all documents or reports we file with
the SEC under the Exchange Act are also incorporated herein by reference,
which means that they also legally become a part of this prospectus.
Statements in this prospectus, or in documents that we file later with the
SEC and that legally become a part of this prospectus, may change or
supersede statements in other documents that are legally part of this
prospectus. Accordingly, only the statement that is changed or replaced
will legally be a part of this prospectus.
We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q, electronically on the SEC's
"EDGAR" system using the identifying number CIK No. CIK 0000352736. The SEC
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that files
electronically with the SEC. The address of the site is http://www.sec.gov.
You also can view these materials at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. For more information on the
operations of the SEC's Public Reference Room, call 1-800-SEC-0330.
If you have received a copy of this prospectus, and would like a free copy
of any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents),
please write or call us at P.O. Box 82656, Lincoln, NE 68501 (telephone:
1-800-203-0068).
Part II, Item 16, of File Number 333-117685 is amended to provide as follows:
(23)(a) Consent of Independent Registered Public Accounting Firm
The Exhibit List is amended by adding the following:
EXHIBIT LIST
The following exhibits are filed herewith:
Exhibit No. Description
(23)(a) Consent of Independent Registered Public Accounting Firm
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Pre-Effective Amendment No.
1 to Registration Statement No. 333-117685 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.
/s/ Deloitte & Touche LLP
Chicago, Illinois
August 9, 2004