<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Allstate Corporation
--------------------
(Name of Issuer)
Common Stock, $0.01 Par
------------------------------
(Title of Class of Securities)
020002101
--------------
(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. 020002101 13G Page 2 of 7 Pages
- -------------------- -----------------
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NAME 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
Northern Trust Bank of Colorado, NA 84-1348368
Northern Trust Bank, FSB 38-3424562
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
Not Applicable
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SEC 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 2,146,695
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
48,194,669
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,021,312
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
210,536
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
50,444,960
- ------------------------------------------------------------------------------
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
6.41
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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) Name of Issuer:
--------------
Allstate Corporation
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
2775 Sanders Road, Northbrook, Illinois 60062
2. (a) Name of Person Filing:
---------------------
Northern Trust Company
(b) Address of Person Filing:
------------------------
50 South LaSalle Street, Chigago, Illinois 60675
(c) Citizenship:
-----------
U.S. (Delaware Corporation)
(d) Title of Class of Securities:
----------------------------
Common Stock, $0.01 Par
(e) CUSIP Number:
------------
020002101
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) Amount Beneficially Owned:
-------------------------
50,444,960
(b) Percent of class:
----------------
6.41
(c) Number of shares to which such person has:
-----------------------------------------
(i) Sole Power to Vote or to Direct the Vote:
----------------------------------------
2,146,695
(ii) Shared Power to Vote or to Direct the Vote:
------------------------------------------
48,194,669
(iii) Sole Power to Dispose or to Direct Disposition:
----------------------------------------------
3,021,312
(iv) Shared Power to Dispose or to Direct Disposition:
------------------------------------------------
210,536
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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:
<TABLE>
<S> <C>
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. Norhtern Trust Bank of California N.A.
700 Brickell Avenue 355 South Grand Avenue, Suite 2600
Miami, FL 33131 Los Angeles, CA 90071
Northern Trust Bank of Texas N.A. Northern Trust Quantitative Advisors, Inc.
2020 Ross Avenue 50 South LaSalle Street
Dallas, TX 75201 Chicago, IL 60675
Northern Trust Bank of Colorado Northern Trust Bank, FSB
1200 17th Street, 24th Floor 1701 North Woodward Avenue, Suite 110,
Denver, CO 80202 Bloomfield Hills, MI 48304
</TABLE>
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, completed and correct.
NORTHERN TRUST CORPORATION
___________________________________
By: Perry R. Pero
As its: Vice Chairman
DATED: 02-07-2000
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<PAGE>
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 I-4
RE: Allstate Corporation
--------------------
Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G Amendment 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
As its: Vice Chairman
DATED: 02-07-2000
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THE NORTHERN TRUST COMPANY
___________________________________
By: Perry R. Pero
As its: Vice Chairman
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
NORTHERN TRUST BANK OF COLORADO, NA
___________________________________
By: Scott C. Wylie
As its Chairman and CEO
NORTHERN TRUST BANK, FSB
________________________________________
By: James I. Kaplan, Esq.
As its Authorized Representative
