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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /_/
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/x/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/x/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Allstate Financial Corporation
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Scoggin Capital Management, L.P.
Selig Partners, L.P.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
/x/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
___________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
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/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
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PRELIMINARY COPIES, DATED MAY 16, 1995
1995 ANNUAL MEETING OF STOCKHOLDERS
of
ALLSTATE FINANCIAL CORPORATION
2700 S. Quincy Street
Arlington, Virginia 22206
_________________________
PROXY STATEMENT
of
SCOGGIN CAPITAL MANAGEMENT, L.P.
AND
SELIG PARTNERS, L.P.
__________________________
This Proxy Statement and the accompanying Letter to
Stockholders and BLUE Annual Meeting proxy card are furnished in
connection with the solicitation of proxies by Scoggin Capital
Management, L.P. ("Scoggin") and Selig Partners, L.P. ("Selig",
and together with Scoggin, the "Scoggin Group") to be used at the
1995 Annual Meeting of Shareholders of Allstate Financial
Corporation, a Virginia corporation ("Allstate"), to be held at
Sheraton Crystal City Hotel, 1800 Jefferson Davis Highway,
Arlington, Virginia 22202 on June 15, 1995 at 11:00 A.M. and at
any adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, six Directors of Allstate will be
elected. The Scoggin Group is soliciting your proxy in support
of the election of the six nominees of the Scoggin Group named
below (the "Scoggin Nominees") as the Directors of Allstate.
ALL SCOGGIN NOMINEES ARE COMMITTED TO A PROGRAM OF
MAXIMIZING SHAREHOLDER VALUE, REDUCING OVERALL MANAGEMENT
COMPENSATION AND ELIMINATING ALL FUTURE RELATED PARTY DEALINGS
(SUCH AS LOANS, LEASES AND SALES OR PURCHASES OF ASSETS) BETWEEN
ALLSTATE AND ITS OFFICERS, DIRECTORS AND MAJOR SHAREHOLDERS.
The record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting is May 5, 1995 (the
"Record Date"). Shareholders of record at the close of business
on the Record Date will be entitled to one vote at the Annual
Meeting for each share of Allstate Common Stock, no par value per
share (the "Shares"), held on the Record Date. According to the
proxy statement of Allstate filed with the Securities and
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Exchange Commission on May 12, 1995 (the "Allstate Proxy
Statement"), there were 3,102,328 Shares issued and outstanding
as of the close of business on the Record Date.
Scoggin is principally engaged in the business of investing
in securities. As of the date of this Proxy Statement, Scoggin
beneficially owns 405,500 Shares, or 13.07% of the outstanding
Shares. The address of Scoggin is 660 Madison Avenue, 20th
Floor, New York, New York 10021, and its telephone number is
(212) 355-5600. Selig is principally engaged in the business of
investing in securities. Selig beneficially owns 41,700 Shares,
or 1.3% of the outstanding Shares. The address of Selig is 660
Madison Avenue, 20th Floor, New York, New York 10021, and its
telephone number is (212) 355-5658.
_________________________
This Proxy Statement, the accompanying Letter to
Shareholders and the BLUE Annual Meeting proxy card are first
being furnished to Allstate shareholders on or about May ___,
1995.
THE SCOGGIN GROUP PROGRAM
Scoggin is Allstate's single largest shareholder. The
Scoggin Nominees are committed to a program of maximizing
shareholder value, reducing overall management compensation
levels and eliminating all future related party dealings (such as
loans, leases and sales or purchases of assets) between Allstate
and its officers, directors and major shareholders.
If elected, the Scoggin Nominees would seek to --
- aggressively pursue the sale of Allstate;
- if such a sale is not feasible at this time on
economically acceptable terms, aggressively review other options
to maximize shareholder value through a stock repurchase program
and/or special dividend or distribution when Allstate's financial
position permits; in this regard the Scoggin Nominees will
consider retaining an investment banking firm to advise the Board
on an on-going basis;
- reduce management compensation as a percentage of income,
reduce Allstate's general and administrative costs and otherwise
undertake a thorough review of Allstate's operations;
- review the existing employment agreements with Leon
Fishman and Lawrence Winkler which expire in December 1995 and
January 1996, respectively;
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- otherwise eliminate future related party dealings (such
as loans, leases or sales or purchases of assets) between
Allstate and its officers, directors and major shareholders
except normal course employment relationships. A number of such
past transactions are identified in the Allstate Proxy Statement
under "Other Transactions."
A vote for the Scoggin Nominees is a vote for Directors who
are committed to a program of maximization of shareholder value.
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IMPORTANT
At the Annual Meeting, the Scoggin Group will seek to elect
the Scoggin Nominees as the Directors of Allstate. The election
of the Scoggin Nominees requires the affirmative vote of a
plurality of the votes cast, assuming a quorum is present or
otherwise represented at the Annual Meeting.
THE SCOGGIN GROUP URGES YOU NOT TO SIGN ANY PROXY CARD SENT
TO YOU BY ALLSTATE. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE
YOUR PROXY BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A
LATER DATED PROXY FOR THE ANNUAL MEETING TO SCOGGIN, C/O
MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK
10010 (THE "AGENT"), OR TO THE SECRETARY OF ALLSTATE, OR BY
VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES"
BELOW.
If, like us, you are in favor of the program outlined
above, the Scoggin Group urges you to mark, sign, date and return
the enclosed, BLUE Annual Meeting proxy card to vote FOR the
election of each of the Scoggin Nominees.
ELECTION OF DIRECTORS
According to the Allstate Proxy Statement, Allstate
currently has six Directors, all of whose terms will expire at
the Annual Meeting.
The Scoggin Group proposes that Allstate shareholders elect
the Scoggin Nominees as the Directors of Allstate at the Annual
Meeting. If all Scoggin Nominees are elected, the Scoggin
Nominees would constitute the entire Board of Directors of
Allstate. The Scoggin Nominees are listed below and have
furnished the following information concerning their principal
occupations or employment and certain other matters. Each
Scoggin Nominee, if elected, would hold office until the 1996
Annual Meeting of Shareholders and until a successor has been
elected and qualified or until his earlier death, resignation or
removal. Although the Scoggin Group has no reason to believe
that any of the Scoggin Nominees will be unable to serve as
directors, if any one or more of the Scoggin Nominees is not
available for election, the persons named on the BLUE Annual
Meeting proxy card will vote for the election of such other
nominees as may be proposed by the Scoggin Group. Should
Allstate increase the number of directors to be elected at the
Annual Meeting, it is the current intention of the Scoggin Group
to propose additional nominees for such directorships.
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Scoggin Nominees for Directors
David W. Campbell, age 48, is currently a private investor.
From June 1990 to March 31, 1995, Mr. Campbell was President and
Chief Executive Officer of Ameribanc Savings Bank ("ASB") in
Annandale, Virginia; prior to that, from 1984 to June 1990, he
was Executive Vice President and Chief Operating Officer of ASB.
From 1988 to March 31, 1995, Mr. Campbell was also a director of
ASB. Mr. Campbell served as a Trustee of the Ameribanc Investors
Group from 1992 to March 31, Mr. Campbell's business address is
6410 Noble Rock Court, Clifton, Virginia 22024.
Curtis Schenker, age 36, has been managing partner of
Scoggin Capital Management, L.P. since its inception in 1988.
Mr. Schenker has served on various creditors' committees,
including Carson Pirie Scott & Co. and Hills Department Stores
trade claim committee. Presently, Mr. Schenker is a trustee on
the McCrory Liquidating Trust. Mr. Schenker's business address
is c/o Scoggin Capital Management, L.P., 660 Madison Avenue, New
York, New York 10021.
William H. Savage, age 63, has since 1990 been engaged in a
variety of investment ventures in real estate development and
banking. Since 1991, Mr. Savage has served as Chairman of Island
Preservation Partnership, the owner and developer of Dewees
Island, a 1,200 acre oceanfront, barrier island near Charleston,
South Carolina. He is the Chairman of the Board of Knights Hill
Corporation, which owns and manages timberlands in South
Carolina. Since 1982, he has been the Managing Partner of
Calvert Associates, which owns an apartment complex in
Alexandria, Virginia. Since 1977, he has been the President of
Richards United Corporation, a real estate investment company
based in Alexandria, Virginia. Mr. Savage's business address is
210 Reinekers Lane, Alexandria, Virginia 22314.
Lawrence E. Golub, age 35, has since 1994 been President of
Golub Associates Incorporated, an investment and financial
advisory firm that he founded and owns. From 1993 to 1994, Mr.
Golub was a Managing Director of Bankers Trust Company, where he
participated in structuring, recapitalizing, hedging, and selling
public and private equity investments. From 1992 to 1993, Mr.
Golub was a White House Fellow, serving as Special Assistant to
the Secretary of Health and Human Services and as policy
coordinator for the President's cabinet-level health care reform
group. Mr. Golub was a Managing Director of Wasserstein Perella
& Co., Inc. from 1990 to 1992, specializing in corporate finance,
and was a Vice President of Allen & Company Incorporated, a
private investment banking firm, from 1985 to 1990.
Timothy S. Mullen, age 32, has been since 1992 the sole
general partner of Selig Partners, L.P. From 1989 to 1991, Mr.
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Mullen was a bankruptcy analyst at Bernard Laterman and Company,
L.P. Mr. Mullen is the brother of Thomas W. Mullen, Jr. Mr.
Mullen's business address is c/o Selig Partners, L.P., 660
Madison Avenue, New York, New York 10021.
Thomas W. Mullen, Jr., age 35, has since 1986 been a
Portfolio Manager with Gabriel Capital Group, L.P., an
investment firm, and its predecessor firms. Mr. Mullen is the
brother of Timothy S. Mullen. Mr. Mullen's business address is
c/o Gabriel Capital Group, L.P., 450 Park Avenue, Suite 3201, New
York, New York 10022.
It is anticipated that each of the Scoggin Nominees, upon
his election as a director of Allstate, will receive director's
fees consistent with Allstate's past practice. According to the
Allstate Proxy Statement, directors who are not officers of
Allstate receive a fee of $2,000 for each board or committee
meeting attended, plus reimbursement for their expenses
associated with attending these meetings. Directors who are not
officers of Allstate receive a fee of $500 for each special board
or committee meeting attended by conference telephone call. In
addition, the Scoggin Group has agreed to indemnify each of the
Scoggin Nominees against any claims and expenses, including legal
fees, arising out of their participation in the proxy
solicitation for their election.
Except as set forth above or under "Background of
Solicitation" below, none of the Scoggin Group, the Scoggin
Nominees or any of their respective associates (i) has any
arrangements or understandings with any person or persons with
respect to any future employment by Allstate or its affiliates,
or with respect to any future transactions to which Allstate or
any of its affiliates may be a party; (ii) has carried on any
occupation or employment with Allstate or any corporation or
organization which is or was a parent, subsidiary or other
affiliate of Allstate; (iii) has received any cash compensation,
cash bonuses, deferred compensation, compensation pursuant to
plans, or other compensation, from, or in respect of, services
rendered to or on behalf of Allstate; (iv) since January 1, 1994,
has engaged in or has a direct or indirect material interest in
any transaction or series of similar transactions to which
Allstate or any of its subsidiaries was or is to be a party in
which the dollar amount involved exceeded, or is expected to
exceed, $60,000 in the aggregate; (v) since January 1, 1994, has
been indebted to Allstate or any of its subsidiaries in an amount
in excess of $60,000; or (vi) is a party adverse to Allstate or
any of its subsidiaries in any material proceedings or has a
material interest adverse to the interest of Allstate or any of
its subsidiaries in any such proceedings. Except as set forth
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above, no family relationships exist among the Scoggin Nominees
or between any of the Scoggin Nominees and any director or
executive officer of Allstate.
Certain additional information relating to, among other
things, the ownership, purchase and sale of securities of
Allstate by the Scoggin Group, the Scoggin Nominees and their
respective associates, or arrangements with respect thereto, is
set forth in "Security Ownership of the Scoggin Group and the
Scoggin Nominees" and in Schedule II.
Voting Procedures
Election of the Scoggin Nominees requires the affirmative
vote of a plurality of the votes cast in the election at the
Annual Meeting, assuming a quorum is present or otherwise
represented at the Annual Meeting. Shares voted as abstentions
and "broker non-votes" are considered present at the Annual
Meeting for the purposes of determining the presence of a quorum.
"Broker non-votes" relate to shares of stock held of record by a
broker as to which no discretionary authority or voting
directions exist.
The accompanying BLUE Annual Meeting proxy card will be
voted at the Annual Meeting in accordance with your instructions
on such card. You may vote FOR the election of each of the
Scoggin Nominees as Directors of Allstate or withhold authority
to vote for the election of all the Scoggin Nominees by marking
the proper box on the BLUE Annual Meeting proxy card. You may
also withhold your vote from any one or more of the Scoggin
Nominees by writing the name of such nominee(s) in the space
provided on the BLUE Annual Meeting proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE
SHARES REPRESENTED BY THE BLUE ANNUAL MEETING PROXY CARD FOR THE
ELECTION OF ALL THE SCOGGIN NOMINEES PROVIDED THAT YOU HAVE
SIGNED AND DATED THE PROXY CARD. The Scoggin Group, which in the
aggregate owns approximately 14.37% of the Shares outstanding,
will vote their Shares FOR the election of the Scoggin Nominees.
The Scoggin Group believes that it is in your best interest
to elect the Scoggin Nominees at the Annual Meeting. All Scoggin
Nominees are committed to a program of maximizing shareholder
value, reducing overall management compensation and eliminating
all future related party dealings (such as loans, leases and
sales or purchases of assets) between Allstate and its officers,
directors and major shareholders. See "The Scoggin Group
Program" and "Background of Solicitation."
THE SCOGGIN GROUP STRONGLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE SCOGGIN NOMINEES.
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OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Scoggin Group is not aware of any proposals other than
the election of directors to be brought before the Annual
Meeting. Should any other proposal be brought before the Annual
Meeting, the vote required for approval of such proposal would be
as prescribed by Allstate's charter or bylaws or by applicable
law. Generally, approval of a proposal would require a majority
of the Shares represented at the Annual Meeting and entitled to
vote on the matter. Shares voted as abstentions would have the
same effect as a negative vote. Shares with respect to which a
broker submits a "broker non-vote" on a matter are not counted in
calculating the number of Shares entitled to vote on a matter and
have the effect of reducing the number of votes required for
approval of the matter.
Should other proposals be brought before the Annual
Meeting, the persons named on the BLUE Annual Meeting proxy card
will abstain from voting on such proposals unless such proposals
adversely affect the interests of the Scoggin Group as determined
by the Scoggin Group in its sole discretion, in which event such
persons will vote on such proposals at their discretion.
PROXY PROCEDURES
Shareholders are urged to mark, sign and date the enclosed
BLUE Annual Meeting proxy card and return it to Scoggin, c/o
MacKenzie Partners, Inc., 156 Fifth Avenue, 9th Floor, New York,
New York 10010 in the enclosed envelope in time to be voted at
the Annual Meeting. Execution of the BLUE Annual Meeting proxy
card will not affect your right to attend the Annual Meeting and
to vote in person. Any proxy may be revoked at any time prior to
the Annual Meeting by delivering a written notice of revocation
or a later dated proxy at the particular meeting. Only your
latest dated proxy for the Annual Meeting will count.
Only holders of record as of the close of business on the
Record Date will be entitled to vote. If you were a shareholder
of record on the Record Date, you may vote your Shares at the
Annual Meeting even if you have sold your shares after the Record
Date. Accordingly, please vote the Shares held by you on the
Record Date, or grant a proxy to vote such Shares, on the BLUE
Annual Meeting proxy card, even if you have sold your Shares
before or after the Record Date.
If any of your Shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the Record Date,
only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute
on your behalf the BLUE Annual Meeting proxy card.
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BACKGROUND OF SOLICITATION
In May 1994 the Scoggin Group sent a letter to Leon
Fishman, the President and Chief Executive Officer of Allstate,
seeking to encourage management to enhance shareholder value
through a stock repurchase program. As a result of management's
failure to be responsive to the Scoggin Group's suggestions and
in light of the events described in Allstate's February 8, 1995
press release relating to Allstate's potential liability in
connection with the Chapter 11 bankruptcy proceeding of Premium
Sales Corp., the Scoggin Group began to seriously consider
seeking the election of their nominees at the Annual Meeting.
Representatives of the Scoggin Group have subsequently had
discussions with management about the possible sale of Allstate
to a third party and have had discussions with two persons who
have expressed a potential interest in purchasing all or a
portion of Allstate. Representatives of the Scoggin Group have
also contacted other shareholders of Allstate to discuss their
views with respect to the prospects of Allstate and the
maximization of shareholder value. In May 1995, representatives
of the Scoggin Group held discussions with management concerning
board representation for nominees of the Scoggin Group.
Management and the Scoggin Group could not reach agreement
concerning such representation. As a result, the Scoggin Group
determined to undertake a solicitation of proxies to elect a
slate of nominees in opposition to management's nominees at the
Annual Meeting.
Change in Control
Based upon publicly available information concerning
Allstate, the following would be the consequences of a change in
control of Allstate occasioned by the election of the Scoggin
Nominees to a majority of the board of directors of Allstate (a
"Scoggin Change of Control").
Financial Arrangements. Allstate has entered into a $25
million secured credit facility (the "Loan Agreement"), of which
up to $5 million is available as a letter of credit sub-facility
and up to $5 million is available as a sub-facility the proceeds
of which may be used to make advances to clients secured by
machinery and equipment. Under the terms of the Loan Agreement,
the lenders would have the option to terminate their commitments
and declare the outstanding loans thereunder due and payable upon
the occurrence of a Scoggin Change of Control. According to
Allstate's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1995, as of March 31, 1995, approximately $4 million
principal amount of loans were outstanding under the Loan
Agreement.
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Benefits Arrangements. According to the Allstate Proxy
Statement, employment agreements with two of Allstate's executive
officers, Leon Fishman and Lawrence Winkler, provide for the
continuation of their compensation for 24 months should the
executive's employment be terminated due to a Scoggin Change in
Control. The Scoggin Group currently has no intention of
terminating these employment agreements prior to their respective
termination dates in December 1995 and January 1996. If elected,
however, the Nominees will review the appropriateness of renewing
such agreements. According to the Allstate Proxy Statement, the
compensation paid in 1994 to Messrs. Fishman and Winkler were
$375,000 and $144,465, respectively.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone
or telecopier or in person. Solicitations may be made by
directors, officers and employees of the Scoggin Group, none of
whom will receive additional compensation for such solicitations.
The Scoggin Group has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all its
solicitation materials to the beneficial owners of the Shares
they hold of record. The Scoggin Group will reimburse these
record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to their
customers.
The Scoggin Group has retained MacKenzie Partners, Inc.
(the "Agent") for solicitation and advisory services in
connection with the solicitation, for which the Agent is to
receive total consideration not to exceed $25,000. The Scoggin
Group has also agreed to indemnify the Agent against certain
liabilities and expenses, including liabilities and expenses
under the federal securities laws. The Agent will solicit
proxies for the Annual Meeting from individuals, brokers, banks,
bank nominees and other institutional holders. It is anticipated
that the Agent will employ approximately 25 persons to solicit
shareholders for the Annual Meeting.
Certain information about directors and officers of the
Scoggin Group who may also assist in soliciting proxies, is set
forth in the attached Schedule I.
The entire expense of soliciting proxies for the Annual
Meeting is being borne by the Scoggin Group. If the Scoggin
Nominees are elected, the Scoggin Group intends to seek
reimbursement for such expenses from Allstate, but does not
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expect that the question of such reimbursement will be submitted
to a vote of shareholders. Costs incidental to this solicitation
of proxies include expenditures for printing, postage, legal,
accounting, public relations, advertising and related expenses
and are expected to be approximately $________; costs incurred to
the date of this Proxy Statement are approximately $__________.
If the Scoggin Group should withdraw, or materially change
the terms of, this solicitation of proxies prior to the Annual
Meeting, the Scoggin Group will supplement this Proxy Statement
or otherwise publicly disseminate information regarding such
withdrawal or change and, in appropriate circumstances, will
provide Shareholders with a reasonable opportunity to revoke
their proxies prior to the Annual Meeting.
SECURITY OWNERSHIP OF THE SCOGGIN GROUP AND THE SCOGGIN NOMINEES
As of the date of this Proxy Statement, the Scoggin Group
beneficially owns an aggregate of 447,200 Shares, representing
approximately 14.37% of the Shares outstanding on the Record
Date. The Shares beneficially owned by the Scoggin Group are
owned as set forth in the following table:
Shares Percentage of
Name and Address of Beneficially Shares
Beneficial Owner Owned Outstanding
___________________ ____________ _____________
Scoggin Capital Management, L.P. 405,500 13.07%
660 Madison Avenue
20th Floor
New York, New York 10021
Selig Partners, L.P. 41,700 1.3%
660 Madison Avenue
20th Floor
New York, New York 10021
Scoggin Inc. is the general partner of S&E Partners, L.P.,
which is the general partner of Scoggin. Subject to the
following two sentences, Scoggin has sole power to vote and
dispose of the Shares beneficially owned by it. By reason of its
position as general partner of Scoggin, S&E Partners L.P. may be
deemed to possess the power to vote and dispose of the Shares
beneficially owned by Scoggin. By reason of its position as
general partner of S&E Partners, L.P., Scoggin Inc. may be deemed
to possess the power to vote and dispose of the Shares
beneficially owned by Scoggin and S&E Partners, L.P.
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Timothy S. Mullen, a Scoggin Nominee, is the sole general
partner of Selig. Subject to the following sentence, Selig has
sole power to vote and dispose of the Shares beneficially owned
by it. By reason of his position as general partner of Selig,
Timothy S. Mullen may be deemed to possess the power to vote and
dispose of the Shares beneficially owned by Selig.
William H. Savage, a Scoggin Nominee, owns 7,000 Shares.
Thomas W. Mullen, Jr., a Scoggin Nominee, owns 30,400 Shares and
call options to purchase 77,800 Shares.
Except as set forth above, none of the Scoggin Group, any
of the Scoggin Nominees or any of their respective associates
owns beneficially or of record any securities of Allstate or any
of its subsidiaries. Schedule II sets forth certain additional
information relating to the Shares beneficially owned by the
Scoggin Group.
OTHER INFORMATION
Security Ownership of Certain Beneficial Owners
Certain information regarding Shares held by Allstate's
directors, nominees, management and other 5% shareholders is
contained in the Allstate Proxy Statement and is incorporated
herein by reference.
Proposals of Security Holders
Information concerning the date by which proposals of
security holders intended to be presented at the next annual
meeting of shareholders of Allstate must be received by Allstate
for inclusion in Allstate's proxy statement and form of proxy for
that meeting is contained in the Allstate Proxy Statement and is
incorporated herein by reference.
The Scoggin Group assumes no responsibility for the
accuracy or completeness of any information contained herein
which is based on, or incorporated by reference to, the Allstate
Proxy Statement or Allstate public filings.
_________________________
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PLEASE INDICATE YOUR SUPPORT OF THE SCOGGIN NOMINEES BY
COMPLETING, SIGNING AND DATING THE ENCLOSED BLUE ANNUAL MEETING
PROXY CARD AND RETURN IT PROMPTLY TO MACKENZIE PARTNERS, INC.,
156 FIFTH AVENUE, 9TH FLOOR, NEW YORK, NEW YORK 10010 IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES
SCOGGIN CAPITAL MANAGEMENT, L.P.
SELIG PARTNERS, L.P.
May __, 1995
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND OFFICERS
OF SCOGGIN INC.
The following table sets forth the name and the present
principal occupation or employment, and the name, principal
business and address of any corporation or other organization in
which such employment is carried on, of the directors and
officers of Scoggin Inc., the general partner of S&E Partners,
L.P., which is the general partner of Scoggin, who may also
solicit proxies from Allstate Shareholders. The principal
business address of each director and officer of Scoggin Inc.
named below is c/o Scoggin Capital Management, L.P., 660 Madison
Avenue, 20th Floor, New York, New York 10021.
Present Principal
Name and Positions Held Occupation or Employment
_______________________ ________________________
Craig Effron President of Scoggin Inc.
President and Director
Curtis Schenker Treasurer of Scoggin Inc.
Treasurer and Director
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SCHEDULE II
SHARES HELD BY THE SCOGGIN GROUP AND THE SCOGGIN NOMINEES
Except as disclosed in this Schedule or in the accompanying
Proxy Statement, none of the Scoggin Group, any of the directors
or officers of Scoggin Inc. named in Schedule I or the Scoggin
Nominees, or any of their respective associates, owns any
securities of Allstate or any subsidiary of Allstate,
beneficially or of record, has purchased or sold any of such
securities within the past two years or is or was within the past
year a party to any contract, arrangement or understanding with
any person with respect to any such securities. Shares purchased
by Scoggin and Selig were funded out of each such entity's
working capital, which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business.
Scoggin Capital Management, L.P.
Number of Shares
__________________________
Date Purchased Sold
____ _________ _______
9/17/93 10,000
9/17/93 11,000
9/21/93 18,000
10/04/93 5,000
10/18/93 6,000
11/03/93 70,000
11/10/93 3,750
11/12/93 11,000
12/10/93 8,500
12/15/93 10,000
12/16/93 10,000
12/17/93 10,000
12/22/93 5,000
12/31/93 4,250
S-II-1
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1/04/94 8,000
2/04/94 4,500
3/29/94 1,500
3/29/94 1,500
3/30/94 5,000
4/04/94 2,500
4/05/94 7,500
4/05/94 1,000
4/06/94 7,500
4/06/94 5,000
4/07/94 14,500
4/11/94 2,500
4/15/94 1,500
6/30/94 5,000
6/20/94 5,000
6/23/94 1,000
6/30/94 6,000
7/18/94 2,000
9/19/94 10,000
9/22/94 10,000
12/09/94 3,000
12/09/94 3,000
12/09/94 11,500
12/15/94 2,000
S-II-2
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<PAGE>
12/16/94 10,000
12/20/94 5,000
12/20/94 11,500
12/21/94 11,600
12/27/94 1,000
12/27/94 4,000
12/28/94 50,000
12/30/94 5,000
12/30/94 2,400
1/12/95 2,000
1/16/95 5,000
1/18/95 2,500
1/26/95 45,000
1/27/95 15,500
2/06/95 4,500
2/07/95 11,000
Selig Partners, L.P.
Number of Shares
__________________________
Date Purchased Sold
____ _________ _______
9/14/93 8,200
9/16/93 31,000
4/04/94 2,500
S-II-3
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Thomas W. Mullen, Jr.
Number of Shares
__________________________
Date Purchased Sold
____ _________ _______
1/27/95 15,900
1/30/95 6,900
2/13/95 30,000
2/22/95 10,000
2/23/95 10,000
3/06/95 5,000
3/23/95 77,800
5/09/95 30,400
On March 23, 1995, Mr. Mullen purchased call options to
purchase 77,800 Shares at a strike price of $5.00 per share with
an expiration date of September 22, 1995.
William H. Savage
Number of Shares
__________________________
Date Purchased Sold
____ _________ _______
3/06/95 3,000
3/08/95 1,000
5/15/95 3,000
S-II-4
PAGE
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you
own, please give the Scoggin Group your proxy FOR the election of
the Scoggin Nominees by:
MARKING the enclosed BLUE Annual Meeting proxy card,
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card and
MAILING the enclosed BLUE Annual Meeting proxy card
TODAY in the envelope provided (no postage is required if
mailed in the United States).
If you have already submitted a proxy to Allstate for the
Annual Meeting, you may change your vote to a vote FOR the
election of the Scoggin Nominees by marking, signing, dating and
returning the enclosed BLUE proxy card for the Annual Meeting,
which must be dated after any proxy you may have submitted to
Allstate. Only your latest dated proxy for the Annual Meeting
will count at such meeting.
If you have any questions or require any additional
information concerning this Proxy Statement, please contact
MacKenzie Partners, Inc. at the address set forth below. IF ANY
OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK
NOMINEE OR OTHER SUCH INSTITUTION, ONLY IT CAN VOTE SUCH SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE ANNUAL
MEETING PROXY CARD.
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Tel: (212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
PAGE
<PAGE>
ALLSTATE FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY SCOGGIN CAPITAL
MANAGEMENT, L.P. AND SELIG PARTNERS, L.P.
The undersigned shareholder of Allstate Financial
Corporation hereby appoints each of Curtis Schenker and Timothy
S. Mullen, and each of them with full power of substitution, for
and in the name of the undersigned, to represent and to vote, as
designated below, all shares of common stock of Allstate
Financial Corporation that the undersigned is entitled to vote if
personally present at the 1995 Annual Meeting of Shareholders of
Allstate Financial Corporation, and at any adjournment or
postponement thereof. The undersigned hereby revokes any
previous proxies with respect to the matters covered by this
Proxy.
SCOGGIN CAPITAL MANAGEMENT, L.P. AND SELIG
PARTNERS, L.P. RECOMMEND A VOTE FOR PROPOSAL 1.
(Please mark with an "X" in the appropriate box)
1. ELECTION OF DIRECTORS:
Election of David W. Campbell, Curtis Schenker, William H.
Savage, Lawrence E. Golub, Timothy S. Mullen and Thomas W.
Mullen, Jr.
/_/ FOR all nominees except as marked below
/_/ WITHHOLD AUTHORITY for all nominees
(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark FOR above and print the name(s) of the person(s)
with respect to whom you wish to withhold authority in the space
provided below.)
_________________________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE PROVIDED.
PAGE
<PAGE>
This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned shareholder. IF NO MARKING IS
MADE, THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO VOTE FOR
PROPOSAL 1.
Please date and sign this proxy
exactly as your name appears
hereon.
___________________________________
(Signature)
___________________________________
(Signature, if held jointly)
___________________________________
(Title)
Dated:_____________________________
When shares are held by joint
tenants, both should sign. When
signing as attorney-in-fact,
executor, administrator, trustee,
guardian, corporate officer or
partner, please give full title as
such. If a corporation, please
sign in corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
To vote in accordance with the Scoggin Group recommendation, just
sign and date this proxy; no boxes need to be checked.
<PAGE>
