<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Allstate Corporation
--------------------
(Name of Issuer)
Common Stock, $0.01 Par
-----------------------
(Title of Class of Securities)
020002 10 1
-----------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].(A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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CUSIP NO. 020002 10 1 13G Page 2 of 6 Pages
--------------------- -----------------
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NAMES OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northern Trust Corporation 36-2723087
The Northern Trust Company 36-1561860
Northern Trust Bank of Arizona, NA 59-0258165
Northern Trust Bank of California, NA 94-2938925
Northern Trust Bank of Florida, NA 36-2798553
Northern Trust Bank of Texas, NA 75-1999849
Northern Trust Quantitative Advisors, Inc 36-3608252
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
Not Applicable (b) [_]
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S.E.C. USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Northern Trust Corporation--a Delaware corporation with principal
offices in Chicago, Illinois
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SOLE VOTING POWER
5
NUMBER OF 2,113,447
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
52,094,919
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,999,615
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
234,114
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
54,288,338
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
[_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
6.62
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TYPE OF REPORTING PERSON
12
Northern Trust Corporation HC
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with statement [_].
1. (a) Allstate Corporation
(Name of Issuer)
(b) 2775 Sanders Road, Northbrook, Illinois 60062
(Address of Issuer's Principal Executive Office)
2. (a) Northern Trust Corporation
(Name of Person Filing)
(b) 50 South LaSalle Street, Chicago, Illinois 60675
(Address of Person Filing)
(c) U.S. (Delaware Corporation)
(Citizenship)
(d) Common Stock, $0.01 Par
(Title of Class of Securities)
(e) 020002 10 1
(CUSIP Number)
3. This statement is being filed by Northern Trust Corporation as a Parent
Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).
4. (a) 54,288,338
(Amount Beneficially Owned)
(b) 6.62
(Percent of Class)
(c) Number of shares as to which such person has:
(i) 2,113,447
(Sole Power to Vote or to Direct the Vote)
(ii) 52,094,919
(Shared Power to Vote or to Direct the Vote)
(iii) 2,999,615
(Sole Power to Dispose or Direct Disposition)
(iv) 234,114
(Shared Power to Dispose or Direct Disposition)
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5. If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following: [_]
6. Statement regarding ownership of 5 percent or more on behalf of another
person:
7. Parent Holding Company reporting on behalf of the following subsidiaries,
all of which are banks as defined in Section 3(a)(6) of the Act:
The Northern Trust Company Northern Trust Bank of Arizona N.A.
50 South LaSalle Street 2398 East Camelback Road
Chicago, IL 60675 Phoenix, AZ 85016
Northern Trust Bank of Florida N.A. Northern Trust Bank of California
700 Brickell Avenue N.A.
Miami, FL 33131 355 South Grand Avenue, Suite 2600
Los Angeles, CA 90071
Northern Trust Bank of Texas N.A. Northern Trust Quantitative
2020 Ross Avenue Advisors, Inc.
Dallas, TX 75201 50 South LaSalle Street
Chicago, IL 60675
8. Identification and Classification of Members of the Group.
Not Applicable.
9. Notice of Dissolution of Group.
Not Applicable.
10. By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
NORTHERN TRUST CORPORATION
________________________________
By: Perry R. Pero
DATED: 03-18-99 As its: Sr. Executive Vice
President
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EXHIBIT TO SCHEDULE 13G
FILED BY NORTHERN TRUST CORPORATION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attention: Filing Desk, Stop 1-4
RE: Allstate Corporation
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Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G to which this exhibit is
attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.
NORTHERN TRUST CORPORATION
_________________________________
By: Perry R. Pero
DATED: 03-18-99 As its: Sr. Executive Vice
President
The NORTHERN TRUST COMPANY
________________________________________
By: Perry R. Pero
As its Sr. Executive Vice President
NORTHERN TRUST BANK OF ARIZONA, NA
NORTHERN TRUST BANK OF CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA
NORTHERN TRUST BANK OF TEXAS, NA
________________________________________
By: Barry G. Hastings
As its Authorized Representative
NORTHERN TRUST QUANTITATIVE ADVISORS, INC.
________________________________________
By: John Goodwin
As its Managing Director
