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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLSTATE FINANCING II
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(Exact Name of Registrant as Specified in its Charter)
Delaware Applied for
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
c/o The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the regis- If this Form relates to the
tration of a class of debt securities registration of a class of debt
and is effective upon filing pursuant securities and is to become
to General Instruction A(c)(1) please effective simultaneously with the
check the following box. [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
7.83% Capital Securities (and the Guarantee with respect thereto)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the 7.83% Capital
Securities (the "Capital Securities"), of Allstate Financing II, a statutory
business trust created under the laws of the State of Delaware (the "Trust").
The Capital Securities represent preferred undivided beneficial interests in the
assets of the Trust, and are fully and unconditionally guaranteed by The
Allstate Corporation, a Delaware corporation, and the depositor of the Trust, as
set forth in the Registration Statement on Form S-3 (Registration No. 333-10857)
of the Trust and The Allstate Corporation, among other registrants, filed with
the Securities and Exchange Commission (the "Commission") on August 27, 1996
under the Securities Act of 1933, as amended (the "Act"), and Amendment No. 1
thereto filed with the Commission on September 30, 1996 (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"), and the prospectus for the Capital Securities included therein,
which descriptions are incorporated herein by reference. Definitive copies of
the prospectus and the prospectus supplement describing the Capital Securities
were filed with the Commission on November 27, 1996 pursuant to Rule 424(b)
under the Act and shall be incorporated by reference into this Registration
Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust dated August 21, 1996 of Allstate
Financing II (incorporated herein by reference to Exhibit
4.6 to the Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of
Allstate Financing II (incorporated herein by reference to
Exhibit 4.13 to the Registration Statement).
2.3 Form of Capital Security (incorporated herein by
reference to Exhibit A-1 of Exhibit 4.13 to the
Registration Statement).
2.4 Form of Capital Securities Guarantee for the benefit of
the holders of Capital Securities of Allstate Financing II
(incorporated herein by reference to Exhibit 4.14 to the
Registration Statement).
2.5 Form of Indenture relating to subordinated debt
securities between The Allstate Corporation and State
Street Bank and Trust Company, as trustee (incorporated
herein by reference to Exhibit 4.4 to the Registration
Statement).
2.6 Form of Supplemental Indenture to be used in connection
with the issuance of subordinated debt securities and
Capital Securities (incorporated herein by reference to
Exhibit 4.4A to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
ALLSTATE FINANCING II
Dated: November 13, 1996 By: /s/ JOSEPH T. KANE
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Joseph T. Kane, Trustee
THE ALLSTATE CORPORATION, Depositor of
the Registrant and Guarantor under the
Guarantee
Dated: November 13, 1996 By: /s/ JAMES P. ZILS
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Name: James P. Zils
Title: Vice President and Treasurer
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