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. 17)
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)
October 26, 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 58 Pages
CUSIP No. 020011 10 2 13D Page 2 of 58 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 5,676,849
PERSON WITH --------------------------------------------
8 SHARED VOTING POWER
N/A
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9 SOLE DISPOSITIVE POWER
5,676,849
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,676,849
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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)
74.0%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 020011 10 2 13D Page 3 of 58 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 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 N/A
PERSON WITH --------------------------------------------
8 SHARED VOTING POWER
5,676,849
--------------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
--------------------------------------------
10 SHARED DISPOSITIVE POWER
5,676,849
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,676,849
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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)
74.0%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 020011 10 2 13D Page 4 of 58 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 N/A
PERSON WITH --------------------------------------------
8 SHARED VOTING POWER
5,676,849
--------------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
--------------------------------------------
10 SHARED DISPOSITIVE POWER
5,676,849
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,676,849
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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)
74.0%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 020011 10 2 Amendment No. 17 Page 5 of 58 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
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On October 26, 2000, Allstate issued 5,168,389 shares of its Common
Stock in exchange for the conversion of $4,909,970 of its 10% Convertible
Subordinated Notes due September 30, 2003 (the "Notes"), including accrued
interest, at a price of $0.95 per share of Common Stock. Of the newly issued
shares, 5,008,481 shares were issued to Value Partners in exchange for all of
the Notes held by Value Partners.
Item 4. Purpose of Transaction
-------------------------------
The shares were purchased for investment purposes. However, Value
Partners may now be deemed to be in control of Allstate because it owns 74.0%
of the outstanding Common Stock. On October 24, 2000, Allstate entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Harbourton
Financial Corporation ("Harbourton"), pursuant to which Harbourton will be
merged with and into Allstate (the "Merger"). Allstate will issue
approximately 7,516,164 new shares of Common Stock and pay at least $2.0
million in cash to the three stockholders of Harbourton. Value Partners owns
95.7% of the outstanding common stock of Harbourton and will own approximately
84.8% of the outstanding Allstate Common Stock upon completion of the Merger.
Timothy G. Ewing is a director of Harbourton and was appointed a
director of Allstate effective September 18, 2000. The directors of Allstate
will change upon completion of the Merger, with the number to be determined
pursuant to Section 2.2(c) of the Merger Agreement. The exact number of
directors of Allstate and the composition of the Board upon completion of the
Merger have not yet been determined. The Merger Agreement was filed by
Allstate as Appendix A to its information statement on October 27, 2000 and is
attached hereto as Exhibit 5.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a) According to the Issuer's preliminary information statement filed
on October 27, 2000, a total of 7,668,006 shares of Common Stock are
currently issued and outstanding. Value Partners beneficially owns 5,008,006
shares of Common Stock, representing 74.0% of the issued and outstanding
Common Stock.
CUSIP No. 020011 10 2 Amendment No. 17 Page 6 of 58 Pages
(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 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 October 26, 2000, Value Partners acquired 5,008,481 shares of
Common Stock from the Issuer for $0.95 per share, for a total purchase price
of $4,758,057, in exchange for all of the Notes (including accrued but unpaid
interest thereon) held by Value Partners.
(d) to (e) No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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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.
Item 7. Material to be Filed as Exhibits
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The following are filed as exhibits to this Schedule 13D:
6
CUSIP No. 020011 10 2 Amendment No. 17 Page 7 of 58 Pages
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.
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* Previously filed.
7
CUSIP No. 020011 10 2 Amendment No. 17 Page 8 of 58 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
November 2, 2000 By:/s/ Timothy G. Ewing
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Timothy G. Ewing
General Partner
EWING & PARTNERS
November 2, 2000 By:/s/ Timothy G. Ewing
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Timothy G. Ewing
General Partner
November 2, 2000 By:/s/ Timothy G. Ewing
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Timothy G. Ewing
