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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE ALLSTATE CORPORATION
ALLSTATE FINANCING II
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(Exact Name of Regisrant as Specified in its Charter)
Delaware 36-3871531
Delaware Applied for
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(State of Incorporation or (I.R.S. Employer Identification No.)
Organization)
c/o The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
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(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is
securities and is effective upon to become effective simultaneously
filing pursuant to General with the effectiveness of a concurrent
Instruction A(c)(l) please check registration statement under the
the following box. [] 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
to be so Registered Which Each Class is to be Registered
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None 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
This Form 8-A/A is being filed with the Securities and Exchange
Commission (the "Commission") to supplement the Registrants' original
Registration Statement on Form 8-A by providing final pricing terms and
incorporating by reference the definitive prospectus and prospectus
supplement.
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").
Each of the 200,000 Capital Securities represent preferred undivided beneficial
interests in the assets of the Trust, and are guaranteed by The Allstate
Corporation, a Delaware corporation, and the depositor of the Trust, to the
extent 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 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, which have been filed
pursuant to Rule 424(b) under the Act, shall be incorporated by reference into
this Registration Statement on Form 8-A/A.
Item 2. Exhibits.
2.1 Certificate of Trust dated August 21, 1996 of Allstate Financing
II (incorporated herein by reference to Exhibit 4.5 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).
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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: January 7, 1997 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: January 7, 1997 By: /s/ James P. Zils
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Name: James P. Zils
Title: Vice President and Treasurer