<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 11)
ALLSTATE FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
020011 10 2
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(CUSIP Number)
Gerald F. Heupel, Jr., Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 1998
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 18 Pages
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CUSIP No. 020011 10 2 13D Page 2 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Value Partners, Ltd. 75-2291866
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
Texas
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Number of Shares (7) Sole Voting Power
Beneficially Owned 661,835 *See Item 4 regarding recent litigation.
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
N/A
--------------------------------------------------
(9) Sole Dispositive Power
661,835
--------------------------------------------------
(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
661,835
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.5%
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(14) Type of Reporting Person*
PN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 3 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ewing & Partners 75-2741747
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
Texas
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Number of Shares (7) Sole Voting Power
Beneficially Owned N/A
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
661,835 *See Item 4 regarding recent litigation.
--------------------------------------------------
(9) Sole Dispositive Power
N/A
--------------------------------------------------
(10) Shared Dispositive Power
661,835
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
661,835
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.5%
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(14) Type of Reporting Person*
PN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 4 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Timothy G. Ewing
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned N/A
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
661,835 *See Item 4 regarding recent litigation.
--------------------------------------------------
(9) Sole Dispositive Power
N/A
--------------------------------------------------
(10) Shared Dispositive Power
661,835
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
661,835
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.5%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 5 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
David W. Campbell
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 11,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,500
--------------------------------------------------
(9) Sole Dispositive Power
11,000
--------------------------------------------------
(10) Shared Dispositive Power
2,500
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,500
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
.6%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 6 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Edward A. McNally
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 13,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
N/A
--------------------------------------------------
(9) Sole Dispositive Power
13,000
--------------------------------------------------
(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.6%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 7 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
William H. Savage
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 18,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
1,000
--------------------------------------------------
(9) Sole Dispositive Power
18,000
--------------------------------------------------
(10) Shared Dispositive Power
1,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
.8%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 8 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
C. Scott Bartlett, Jr.
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 475
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
N/A
--------------------------------------------------
(9) Sole Dispositive Power
475
--------------------------------------------------
(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
475
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
.02%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP No. 020011 10 2 13D Page 9 of 18 Pages
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(1) Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Lindsay B. Trittipoe
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 73,289
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
N/A
--------------------------------------------------
(9) Sole Dispositive Power
73,289
--------------------------------------------------
(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
73,289
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.2%
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(14) Type of Reporting Person*
IN
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<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 10 of 18
Value Partners, Ltd. ("Value Partners") hereby amends its Schedule 13D
regarding the common stock, without par value (the "Common Stock"), of Allstate
Financial Corporation (the "Issuer" or "Allstate") as set forth below. In
addition, since Value Partners filed a lawsuit against the Issuer on
December 29, 1997 jointly with David W. Campbell, Edward A. McNally and
William H. Savage, who are three non-employee directors of the Issuer,
Messrs. Campbell, McNally and Savage are included as reporting persons.
Further, Lindsay B. Trittipoe, currently a non-employee director of the Issuer,
and C. Scott Bartlett, Jr., a former non-employee director of the Issuer, each
of whom has agreed to be members of the slate of directors to be run in
opposition to the slate of directors proposed by management, are included as
reporting persons. Value Partners, Ltd., Ewing & Partners, Timothy G. Ewing,
David W. Campbell, Edward A. McNally, William H. Savage, C. Scott Bartlett, Jr.
and Lindsay B. Trittipoe are sometimes collectively referred to herein as the
"Reporting Persons."
The following items are supplemented as follows:
Item 2. Identity and Background
(a)-(b) The address of C. Scott Bartlett, Jr. is 64 Melrose Place,
Montclair, New Jersey 07042. The address of Lindsay B. Trittipoe is 4208 W.
Franklin Street, Richmond, Virginia 23221.
(c) Mr. Bartlett was Executive Vice President, Senior Lending Officer and
Chairman of the Credit Policy Committee at National Westminster Bank USA from
1984 to 1990, where he managed all of the credit functions of the bank and was
responsible for an approximately $11 billion portfolio. During this period, the
bank's loan portfolio more than doubled with successful participation in a
number of complex credits, including leveraged transactions and specialized
industry lending. Mr. Bartlett served in various other capacities with National
Westminster from 1973 to 1984. Prior thereto, he was associated with several
small New York investment banks raising equity capital for middle market and
some larger companies. Mr. Bartlett currently serves as a director of Harvard
Industries, Inc. (Chairman of Audit Committee and member of Compensation
Committee); NVR, Inc. (Audit and Nominating Committees); Data Services and
Solutions, Inc.; MTB Bank (Director's Loan Committee and the Audit Committee);
and Janus American Group, Inc. (Audit Committee). Since 1994, Mr. Bartlett has
generally served as a director of various companies and, to a lesser extent,
performed arbitration and limited consulting services. From 1992 to 1994, Mr.
Bartlett served as Senior Vice President and Chief Credit Officer of MTB Bank.
Mr. Trittipoe has been a director of the Issuer since November 1997. Since
January 1998, he has been President of Commonwealth Acceptance, Inc., a
commercial finance company. Mr. Trittipoe was formerly a Vice President/Capital
Markets of Wheat First Butcher Singer, a Richmond, Virginia based investment
bank and brokerage firm, from September 1995 to October 1997. Prior thereto, he
was Vice President of Craigie
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 11 of 18
Incorporated, a Richmond, Virginia based investment bank and bond trading firm,
from 1989 to September 1995.
(d) During the last five years, neither Mr. Bartlett nor Mr. Trittipoe has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Mr. Bartlett nor Mr. Trittipoe has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Messrs. Bartlett and Trittipoe are citizens of the United States.
Item 3. Source and Amount of Funds or other Consideration
The source of funds for the 342 shares of Common Stock purchased by Mr.
Bartlett was personal funds. The aggregate purchase price (including brokerage
commissions) for the 342 shares purchased by Mr. Bartlett was approximately
$1,930. The source of the funds for the 71,289 shares of Common Stock purchased
by Mr. Trittipoe was personal funds. The aggregate purchase price (including
brokerage commissions) for the 71,289 shares purchased by Mr. Trittipoe was
approximately $453,000.
Item 4. Purpose of Transaction
Each of Mr. Bartlett and Mr. Trittipoe originally acquired their shares of
Common Stock solely for investment purposes.
Nomination of Directors
As previously reported in Amendment No. 10 to this Schedule 13D, the
Reporting Persons attempted to negotiate in good faith a single slate of
directors for the May 12, 1998 election in order to avoid the costs and
disruption of a proxy contest. However, these overtures were rejected by
Allstate's management.
Amendment No. 10 to Schedule 13D was filed on March 16, 1998. Following
such filing, together with the demand for stockholder lists by letter dated
March 13, 1998, Allstate's management sent a letter dated March 17, 1998
suggesting a slate consisting of Messrs. Craig Fishman and Freeman, a person
designated by Value Partners, and two other persons "mutually acceptable."
Value Partners subsequently indicated to Allstate's management that it would
support a single slate consisting of three of the current independent
directors. However, Allstate's management indicated that this was
unacceptable.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 12 of 18
The Reporting Persons then began considering various other potential nominees
in the event they had to run a full slate.
At a telephonic Board meeting on the morning of March 27, 1998 (with Mr.
Savage unavailable), Mr. Trittipoe proposed (and Mr. McNally seconded) a
single slate consisting of Messrs. Campbell, McNally, Savage, C. Fishman and
Freeman in order to avoid the costs and disruption of a contest, which
proposal was rejected by a 6 to 3 vote. Messrs. Campbell, McNally and
Trittipoe attempted then to nominate a full slate of independent directors,
and were unsuccessful in having it put to a vote. Management also proposed
its slate, which was approved by a 6 to 3 vote.
By the end of the day on March 27, 1998, the Reporting Persons filed
preliminary proxy materials with the Securities and Exchange Commission
("SEC") proposing a slate consisting of Messrs. Campbell, McNally, Savage,
Trittipoe and Malcolm Sterrett. Mr. Sterrett was subsequently replaced on
the slate by C. Scott Bartlett, who has extensive experience in the financial
industry and who is a former independent director of Allstate. The
preliminary proxy materials were filed by the Reporting Persons in their
capacity as the Allstate Financial Corporation Independent
Shareholders/Directors Committee.
Requests for Stockholder Lists
By letter dated March 13, 1998, Messrs. Campbell, McNally and Savage
requested the right to inspect and copy various forms of stockholder lists. By
letter dated March 20, 1998, Allstate's counsel initially agreed to provide only
the list of shareholders of record.
After Allstate's counsel was reminded that directors of the company have a
common law right to inspect all of the books and records of a company,
Allstate's counsel agreed by letter dated March 24, 1998 to turn over the lists
if a confidentiality agreement was signed. Counsel for the directors responded
by letter dated March 25, 1998 that the independent directors intended to make
the same use of the lists as the management directors.
A record list of Allstate's stockholders was received on March 30, 1998,
and a list of non-objecting beneficial owners was received on April 1, 1998.
Certain of the information requested by letter dated March 13, 1998 had still
not been provided as of April 2, 1998.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 13 of 18
Recent Litigation
On March 31, 1998, Allstate filed a complaint against Value Partners, Ltd,
its general partner Ewing & Partners, and Timothy G. Ewing, the general partner
of Ewing & Partners (collectively, "Value Partners"). The complaint alleges
that Value Partners should not be permitted to vote all of its shares of
Allstate common stock at the Annual Meeting, because purchases made by Value
Partners more than two years ago constituted a "control share acquisition" under
Virginia law. The complaint further alleges that the Schedule 13D filed by
Value Partners and the preliminary proxy statement filed by the Committee should
disclose that Value Partners is unable to vote at least 318,050 of its shares of
Allstate Common Stock, and the complaint further objected to various statements
made in the Committee's preliminary proxy statement.
Based upon prior discussions with counsel, Value Partners has reason to
believe that the provisions of the Virginia Control Share Acquisitions statute
(the "Act") are not applicable to the shares held by Value Partners. Value
Partners further believes that Allstate had a similar belief in the past, as
Allstate permitted Value Partners to vote all of its shares of Common Stock at
both the 1996 and 1997 annual stockholders' meetings. Both of these meetings
occurred after the alleged "control share acquisition" on January 24, 1996.
Value Partners believes that the only thing that has changed in this regard from
the last two annual meetings is that management is now fearful of losing its
control of Allstate. Value Partners intends to vigorously defend against
Allstate's complaint, and Value Partners is dismayed that management is using
Allstate's assets to resort to litigation against a major shareholder for the
sole purpose of attempting to reduce the voting rights of a shareholder that
management now characterizes as "dissident". Value Partners has been a
stockholder of Allstate since August 1993.
Allstate alleges that of the 488,368 shares of Common Stock held by Value
Partners, Value Partners is unable to vote 318,050 of such shares because they
were acquired within 90 days of the date Allstate made a public filing
announcing completion of its issuer tender offer (i.e., January 24, 1996). The
purchases by Value Partners in early 1996 and the tender offer by Allstate in
January 1996 resulted in Value Partners' ownership of the issued and outstanding
Common Stock exceeding 20%. If the Act was applicable to these purchases by
Value Partners, then Value Partners would be unable to vote the shares acquired
by it during the period 90 days before and 90 days after the date its ownership
exceeded 20%. While Value Partners purchased 318,050 shares during this period,
Value Partners believes that the 204,882 shares of Common Stock disposed of
during this period should be subtracted from the purchases during such period if
the Act was deemed to be applicable.
Value Partners also disputes that its purchases which began in August 1993
were "pursuant to a plan to make a control share acquisition" and also intends
to vigorously defend against this charge.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 14 of 18
Depending on their evaluation of the Issuer, other investment
opportunities, market conditions, and such other factors as they may deem
material, each of Messrs. Bartlett and Trittipoe may seek to acquire additional
shares of Common Stock in the open market, in private transactions, by
exercising stock options (in the case of Mr. Trittipoe) or converting the
Issuer's Convertible, Subordinated Notes due September 30, 2000 (the "Notes")
(in the case of Mr. Bartlett), or otherwise, or they may dispose of all or a
portion of the shares of Common Stock owned by them.
Other than as set forth above, none of the Reporting Persons has at this
time any specific plans or proposals that relate to, or could result in, any of
the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D, except that Messrs. Campbell, McNally, Savage and Trittipoe will
continue to consider all matters presented to the Board of Directors of the
Issuer in accordance with their fiduciary duties.
Item 5. Interest in Securities of the Issuer
(a) According to the Issuer's Report on Form 10-KSB for the year ended
December 31, 1997, a total of 2,319,451 shares of Common Stock were issued and
outstanding as of March 20, 1998. As discussed in Item 4 above, Value Partners
has reason to believe that the Act is not applicable to its purchases and that
all of its shares can be voted. However, in light of the uncertainties
associated with any pending litigation, no assurances can be given at this time
that all of the shares held by Value Partners will be able to be voted.
Mr. Bartlett beneficially owns 342 shares of Common Stock, or approximately
0.01% of the Common Stock issued and outstanding. In addition, Mr. Bartlett
owns $1,000 of the Notes, which are convertible into 133 shares of Common Stock.
Because the Notes are currently convertible into Common Stock, Mr. Bartlett is
deemed to beneficially own for purposes of Rule 13d-3 an aggregate of 475 shares
of Common Stock, or 0.02% of the 2,319,584 shares of Common Stock that would be
issued and outstanding if Mr. Bartlett fully converted his Notes into Common
Stock.
Mr. Trittipoe beneficially owns 71,289 shares of Common Stock, or
approximately 3.1% of the Common Stock issued and outstanding. In addition,
Mr. Trittipoe holds options to purchase 2,000 shares of Common Stock. Because
the options are exercisable within 60 days of March 27, 1998, Mr. Trittipoe is
deemed to beneficially own for purposes of Rule 13d-3 an aggregate of 73,289
shares of Common Stock, or 3.2% of the 2,321,451 shares of Common Stock that
would be issued and outstanding if Mr. Trittipoe fully exercised his options.
The beneficial ownership of Common Stock of the other Reporting Persons has
been previously disclosed in prior filings of this Schedule 13D.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 15 of 18
In the aggregate, the Reporting Persons beneficially own 570,499 shares of
Common Stock, representing 24.6% of the issued and outstanding Common Stock,
excluding shares which the Reporting Persons have a right to acquire. If the
Notes held by Value Partners and Mr. Bartlett were fully converted and if the
options held by Messrs. Campbell, McNally, Savage and Trittipoe were fully
exercised, the Reporting Persons would hold 781,099 shares, or 30.9% of the
2,530,051 shares of Common Stock that would then be issued and outstanding.
(b) Mr. Bartlett has the sole power to vote and to dispose of the 342
shares of Common Stock held by him. Mr. Bartlett's Notes are held solely by
him. Mr. Bartlett disclaims any beneficial ownership in the shares of Common
Stock held by the other Reporting Persons, and further disclaims the existence
of any agreement, arrangement or understanding with any of the other Reporting
Persons as to how they will exercise the beneficial ownership of their shares of
Common Stock.
Mr. Trittipoe has the sole power to vote and to dispose of the 71,289
shares of Common Stock held by him. Mr. Trittipoe's options to purchase 2,000
shares of Common Stock are held solely by him. Mr. Trittipoe disclaims any
beneficial ownership in the shares of Common Stock held by the other Reporting
Persons, and further disclaims the existence of any agreement, arrangement or
understanding with any of the other Reporting Persons as to how they will
exercise the beneficial ownership of their shares of Common Stock.
(c) On March 25, 1998, Mr. Bartlett sold 500 shares of Common Stock
beneficially owned by him through one of his retirement plans. The shares were
sold for $7.64 per share, or an aggregate of $3,819, and such sale was effected
in the open market. This section is not applicable to Mr. Trittipoe.
(d) and (e) Not applicable to Mr. Bartlett or Mr. Trittipoe.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Persons have no contracts, arrangements, understandings or
relationships (legal or otherwise) between themselves and any person with
respect to any securities of the Issuer other than as previously disclosed in
prior filings of this Schedule 13D or as described below:
(a) Value Partners and Messrs. Campbell, McNally, Savage, Bartlett and
Trittipoe have orally agreed to initially bear the costs of the proxy contest in
proportion to their respective ownership of the Common Stock.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 16 of 18
(b) The Reporting Persons (now including Messrs. Bartlett and Trittipoe)
decided to jointly file this Schedule 13D, as evidenced by the Joint Filing
Agreement filed as Exhibit 4 hereto.
Item 7. Material to be Filed as Exhibits
The following are filed as exhibits to this Schedule 13D:
Exhibit 1* Form of Amended and Restated Agreement of Limited Partnership of
Value Partners dated as of October 1, 1993
Exhibit 2* Agreement of General Partnership or Ewing & Partners (formerly
known as Fisher Ewing Partners) dated as of September 1, 1991
Exhibit 3* Amended and Restated Agreement of General Partnership of Ewing &
Partners dated as of January 1, 1998.
Exhibit 4 Joint Filing Agreement
- ----------------------
* Previously filed.
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 17 of 18
SIGNATURE
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.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Timothy G. Ewing and David W. Campbell, and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this Schedule 13D and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
VALUE PARTNERS, LTD.
By: Ewing & Partners as General Partner
April 3, 1998 By:/s/ Timothy G. Ewing
----------------------
Timothy G. Ewing
General Partner
EWING & PARTNERS
April 3, 1998 By:/s/ Timothy G. Ewing
----------------------
Timothy G. Ewing
General Partner
April 3, 1998 /s/ Timothy G. Ewing
-----------------------
Timothy G. Ewing
<PAGE>
CUSIP NO. 020011 10 2 Amendemnt No. 11 Page 18 of 18
April 3, 1998 /s/ David W. Campbell
-----------------------
David W. Campbell
April 3, 1998 /s/ Edward A. McNally
-----------------------
Edward A. McNally
April 3, 1998 /s/ William H. Savage
-----------------------
William H. Savage
April 3, 1998 /s/ C. Scott Bartlett, Jr.
------------------------
C. Scott Bartlett, Jr.
April 3, 1998 /s/ Lindsay B. Trittipoe
-------------------------
Lindsay B. Trittipoe
<PAGE>
EXHIBIT 4
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, each of the undersigned hereby enter into this Joint Filing
Agreement dated as of April 2, 1998 and agree that the Schedule 13D regarding
Allstate Financial Corporation to which this Agreement is being filed as an
exhibit shall be a joint statement filed on behalf of each of the undersigned.
VALUE PARTNERS, LTD.
By: Ewing & Partners as General Partner
By:/s/ Timothy G. Ewing
-------------------------------------
Timothy G. Ewing
General Partner
EWING & PARTNERS
By:/s/ Timothy G. Ewing
-------------------------------------
Timothy G. Ewing
General Partner
/s/ Timothy G. Ewing
--------------------------------------
Timothy G. Ewing
/s/ David W. Campbell
--------------------------------------
David W. Campbell
/s/ Edward A. McNally
--------------------------------------
Edward A. McNally
/s/ William H. Savage
--------------------------------------
William H. Savage
/s/ C. Scott Bartlett, Jr.
--------------------------------------
C. Scott Bartlett, Jr.
/s/ Lindsay B. Trittipoe
--------------------------------------
Lindsay B. Trittipoe
