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 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[x] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Allstate Financial Corporation
____________________________________________________
(Name of the Registrant as Specified In Its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[x] No fee required.
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[ ] 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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
.......................................................
4. Proposed maximum aggregate value of transaction:
.......................................................
5. Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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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[Allstate logo]
[Letterhead of Allstate Financial Corporation]
April 10, 1998
Dear Fellow Allstate Shareholder:
In advance of your receiving proxy materials for our May 12, 1998 Annual
Meeting of shareholders, I am writing to you to review the significant progress
and accomplishments made by your Company in the 21 months since I became
President and Chief Executive Officer of Allstate. During my tenure, Allstate
has reported six consecutive profitable quarters and, shortly, expects to report
its seventh consecutive profitable quarter. In addition, calendar year 1997 was
the Company's most profitable of the last five years.
Since July 1, 1996, I and our new management team have implemented an
aggressive plan to restore the Company's financial health and enhance
shareholder value by, among other things --
o Restoring Profitability Through a Sharper Focus on Bottom Line
Results
o Reducing Costs by 17.1% in 1997
o Improving Risk Management Policies, resulting in
-- A Dramatic Reduction in Write-Offs
o $1.7 million in 1997 compared with approximately $4-5
million each year from 1993-1996.
o A significant decline in Non-Performing Assets
o Recruiting Key New Members of the Company's Management Team from
outside the Company, including Strengthening the Company's Sales
Force
o Increasing the Company's Customer Base by more than 30%
o Implementing a Customer Retention Policy for Lower Risk
Borrowers/Customers
o Expanding the Company's Business Lines into Asset Based Lending
and Traditional Factoring
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I believe that the Company's financial position is strong and that the
future is bright for Allstate.
However, a so-called "independent shareholders/directors committee" backed
by Value Partners, Ltd., and its principal, Tim Ewing, has said it intends to
nominate five candidates for election as Allstate Directors.
Each of the Ewing group's candidates has previously served as a member of
Allstate's Board of Directors. In our view, during their respective tenures on
the Board --
o None of the Ewing group's designees contributed any new ideas or
initiatives regarding the Company's business operations.
o None of the Ewing group's designees introduced any new business
opportunities to the Company.
o None of the Ewing group's designees made any constructive proposals
to increase the Company's revenue or reduce its costs.
In order to avoid a costly, disruptive and time-consuming election contest
with Ewing's group, I offered Ewing the right to designate -- outright -- one
person to stand for election on a newly constituted five person Board of
Directors and the right, in conjunction with management, to designate two
additional individuals to stand for election on a five person Board. EWING
REJECTED THIS PROPOSAL WHICH WE BELIEVE WAS FAIR AND REASONABLE.
IT IS CLEAR TO ME THAT EWING AND HIS GROUP WANT ABSOLUTE CONTROL OF YOUR
BOARD AND YOUR COMPANY WITHOUT PAYING YOU A PREMIUM FOR YOUR SHARES.
Your new management team does not believe that ceding control to Ewing and
his group is in the best interest of Allstate and all of its shareholders --
although it may be in the best interest of Ewing and his nominees.
We believe that your new management team and the nominees who we will put
forward are dedicated to managing Allstate in the long term interests of ALL
shareholders. We also believe that there is a serious question whether Ewing and
his group would do so. Election of the Ewing group's nominees would, in our
opinion, result in financial and management instability, as well as instability
in the Company's customer base and business referral sources and the
exploitation by our competitors of these perceived weaknesses at a critical
juncture in the turn-around program your new management team has initiated and
implemented.
If you receive proxy materials from the Ewing group -- which styles itself
as the so-called "independent shareholders/directors committee" -- I urge you to
TAKE NO ACTION. In the very near future, we will be sending you a proxy
statement and a proxy card. They will give you the
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opportunity to vote for Directors who believe that our Company should be run for
the benefit of ALL Allstate shareholders.
You will soon be receiving the Company's Annual Report on Form 10-KSB
under separate cover. If you have any questions or would like to receive a copy
of Allstate's preliminary proxy materials please call MacKenzie Partners, Inc.,
which is assisting us with this matter, at the number set forth below. As
events unfold, I will endeavor to keep you informed.
Sincerely,
/s/ Craig Fishman
Craig Fishman
President and Chief Executive Officer
_________________________________________________
Listed below are the names of each person nominated by a majority of your Board
of Directors for election to the Board of Directors of Allstate Financial
Corporation.
DAVID P. BINDEMAN WAYNE M. LEE
----------------- ------------
President of Landmark Realty, Inc. Chairman, Ryan, Lee & Co., Inc. (an
and a Director of Washington Sports investment banking firm); Former
and Entertainment Limited Managing Director, Bankers Trust
Partnership, owner of the Company and its BT Securities
Washington Wizards (an NBA Corp. Subsidiary (where he was head
franchise) and the Washington of the Energy Mergers and
Capitals (an NHL franchise). Acquisitions Group and a senior
member of the Merchant Banking
Group).
JOHN V. POLLOCK ALAN L. FREEMAN
--------------- ---------------
Executive Vice President and Chief Managing Partner of Freeman,
Lending Officer of Sequoia National Buczyner & Gero (an accounting
Bank. Director of Nastech firm). Former Partner with Deloitte
Pharmaceutical Company, Inc.; & Touche LLP. Served as a Director
Frank Basil, Inc. and Interbank of of Allstate since 1995.
New York.
CRAIG FISHMAN
-------------
President and Chief Executive Officer
of Allstate Financial Corporation. Served
as a Director of Allstate since 1995.
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___________________________________________
PARTICIPANT INFORMATION
Allstate Financial Corporation ("Allstate") and certain persons named below may
be deemed to be "participants" within the meaning of Regulation 14A under the
Securities and Exchange Act of 1934 in the solicitation of proxies for the 1998
Annual Meeting. The participants in this solicitation may include the
above-described nominees for director of Allstate (Craig Fishman, Alan Freeman,
Wayne M. Lee, John V. Pollock and David P. Bindeman); the current directors of
Allstate who are not part of the self-styled "committee of independent
shareholders/directors" (Leon Fishman, Eugene Haskin, James C. Spector and
Lawrence Vecker); and the following executive officers of Allstate: Craig
Fishman (President and Chief Executive Officer and Director), Wade Hotsenpiller
(Senior Vice President and Chief Operating Officer), Lawrence M. Winkler (Chief
Financial Officer, Treasurer and Secretary), Peter Matthy (Executive Vice
President), and Richard Brasch (General Counsel). As of March 31, 1998, Messrs
L. Fishman and Haskin beneficially owned 253,750 shares (including currently
exercisable options as to 7,500 shares) and 240,500 shares of Allstate Common
Stock, respectively. None of the remaining participants beneficially own in
excess of 1% of Allstate's equity securities.
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Allstate stockholders are encouraged to call MacKenzie Partners, Inc., at
the telephone number listed below. We will be pleased to provide a
copy of Allstate's preliminary proxy material to any stockholder
immediately and a copy of our definitive proxy material to any stockholder
as soon as it becomes available. Please telephone today.
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Call Toll-Free (800) 322-2885
