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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 I
(Exact Name of Registrant as Specified in its Charter)
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Delaware 36-3871531
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
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is
effective upon filing pursuant to General to become effective simultaneously with
Instruction A(c)(L) please check the following the effectiveness of a concurrent registration
box. [ ] 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
7.95% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities (and the
Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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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 7.95%
Cumulative Quarterly Income Preferred Securities (the "Preferred Securities"),
of Allstate Financing I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"). Each of the 22,000,000 Preferred
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 Preferred
Securities included therein, which descriptions are incorporated herein by
reference. Definitive copies of the prospectus and the prospectus supplement
describing the Preferred 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. ("Cumulative Quarterly Income Preferred Securities"
is a servicemark of Goldman, Sachs & Co.)
Item 2. Exhibits.
2.1 Certificate of Trust dated August 21, 1996 of
Allstate Financing I (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 I (incorporated herein by reference to Exhibit 4.13
to the Registration Statement).
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2.3 Form of Preferred Security (incorporated herein by
reference to Exhibit A-1 of Exhibit 4.13 to the Registration
Statement).
2.4 Form of Preferred Securities Guarantee for the
benefit of the holders of Preferred Securities of Allstate
Financing I (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 Preferred 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 I
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
