SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 18)
ALLSTATE FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $.01 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
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(Name, Address, Telephone Number of Person Authorized to Receive Notices and
Communications)
November 30, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
Page 1 of 8 Pages
CUSIP No. 020011 10 2 13D Page 2 of 8 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]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 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 BY EACH
REPORTING PERSON WITH 12,868,263
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8 SHARED VOTING POWER
N/A
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9 SOLE DISPOSITIVE POWER
12,868,263
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,868,263
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.7%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 020011 10 2 13D Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ewing and 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 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 BY EACH
REPORTING PERSON WITH N/A
------------------------------------
8 SHARED VOTING POWER
12,868,263
------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
------------------------------------
10 SHARED DISPOSITIVE POWER
12,868,263
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,868,263
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.7%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 020011 10 2 13D Page 4 of 8 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 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 BY EACH
REPORTING PERSON WITH N/A
------------------------------------
8 SHARED VOTING POWER
12,868,263
------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
------------------------------------
10 SHARED DISPOSITIVE POWER
12,868,263
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,868,263
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.7%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 020011 10 2 Amendment No. 18 Page 5 of 8 Pages
Value Partners, Ltd. ("Value Partners") hereby amends its Schedule 13D
regarding the common stock, $.01 par value (the "Common Stock"), of Allstate
Financial Corporation (the "Issuer" or "Allstate") as set forth below.
The following items are supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
On November 30, 2000, Allstate issued 7,516,160 shares of its Common
Stock in connection with the acquisition of Harbourton Financial Corporation
("Harbourton"). Value Partners owned 95.7% of the outstanding common stock of
Harbourton. Value Partners received 7,191,414 shares of Allstate Common
Stock and $2,024,220.38 in cash for its shares of Harbourton common stock in
connection with the merger of Harbourton into Allstate on November 30, 2000
(the "Merger") pursuant to the Agreement and Plan of Merger between Allstate
and Harbourton dated October 24, 2000 (the Merger Agreement").
Item 4. Purpose of Transaction
The shares were acquired for investment purposes. Value Partners may
now be deemed to be in control of Allstate because it owns 84.7% of the
outstanding Common Stock.
Timothy G. Ewing was a director of Harbourton and was appointed a
director of Allstate effective September 18, 2000. Upon consummation of the
Merger, pursuant to Section 2.2(c) of the Merger Agreement, Harbourton
designated Timothy G. Ewing and J. Kenneth McLendon as directors of Allstate
and Allstate designated David W. Campbell, William H. Savage and one
additional person to be specified as continuing directors of Allstate. Mr.
Campbell is Chairman of the Board of Allstate, and Mr. McLendon is President
of Allstate.
While Value Partners has no current plans or proposals which relate to
or would result in any other events covered by Item 4 of Schedule 13D, Value
Partners reserves the right to consider and pursue any of such plans or
proposals from time to time in the future in its capacity as the majority
shareholder of Allstate. In addition, Mr. Ewing may also consider and pursue
any of such plans or proposals from time to time in the future in his capacity
as a director of Allstate.
Item 5. Interest in Securities of the Issuer
(a) Based upon information from Allstate, a total of 15,184,164 shares
of Common Stock are currently issued and outstanding. Value Partners
beneficially owns 12,868,263 shares of Common Stock, representing 84.7% of the
issued and outstanding Common Stock.
(b) Value Partners has the sole power to vote and dispose of the Common
Stock beneficially owned by it. Value Partners does not share the power to
vote or to direct the vote
CUSIP No. 020011 10 2 Amendment No. 18 Page 6 of 8 Pages
of, or the power to dispose or to direct the disposition of, the Common Stock
owned by it. Ewing & Partners, Ewing Asset Management, L.L.C. ("EAM") and Mr.
Ewing do not directly own any shares of Common Stock of the Issuer. However,
Ewing & Partners, as a general partner of Value Partners, may be deemed, for
purposes of determining beneficial ownership pursuant to Rule 13d-3, to have
the shared power with Value Partners to vote or direct the vote of, and the
shared power with Value Partners to dispose of or to direct the disposition of,
the Common Stock owned by Value Partners. Mr. Ewing, as a general partner and
the Managing Partner of Ewing & Partners, may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3, to have shared power
with Value Partners to vote or to direct the vote of, and the shared power to
dispose or to direct the disposition of, the Common Stock owned by Value
Partners. Although EAM holds a 1% general partner interest in Ewing &
Partners, EAM does not have any shared voting or dispositive power over the
Common Stock owned by Value Partners, as Section 8 of the general partnership
agreement for Ewing & Partners gives such power solely to Mr. Ewing as the
Managing Partner of Ewing & Partners.
(c) On November 30, 2000, Value Partners acquired 7,191,414 shares of
Common Stock from the Issuer in the Merger. For purposes of the Merger
Agreement, these shares were assigned a value of $0.95 per share, for a total
purchase price of $6,831,843.30. The closing price of the Allstate Common
Stock on November 30, 2000 was $0.60 per share, resulting in the 7,191,414
newly issued shares having an aggregate value of $4,314,848.40. Value
Partners also received a cash payment from Allstate of $2,024,220.38 in
connection with the Merger.
(d) to (e) No change.
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
Item 4 hereof or in prior filings of this Schedule 13D and other than as set
forth below.
In Exhibit A to the Merger Agreement, Value Partners agreed to vote all
of its shares of Harbourton common stock in favor of the Merger. In Exhibit B
to the Merger Agreement, Value Partners agreed to vote all of its shares of
Allstate Common Stock in favor of the merger. In Exhibit C to the Merger
Agreement, Value Partners agreed that the newly issued shares of Allstate
Common Stock that it will receive in the Merger will be restricted as to
transfer.
CUSIP No. 020011 10 2 Amendment No. 18 Page 7 of 8 Pages
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 of 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
Exhibit 5* Agreement and Plan of Merger dated as of October 24, 2000
between Harbourton and Allstate, including Exhibits A, B and C
thereto.
_____________________
* Previously filed.
CUSIP No. 020011 10 2 Amendment No. 18 Page 8 of 8 Pages
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.
VALUE PARTNERS, LTD.
By: Ewing & Partners as General Partner
December 11, 2000 By: /s/ Timothy G. Ewing
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Timothy G. Ewing
General Partner
EWING & PARTNERS
December 11, 2000 By: /s/ Timothy G. Ewing
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Timothy G. Ewing
General Partner
December 11, 2000 By: /s/ Timothy G. Ewing
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Timothy G. Ewing
