ALLSTATE CORP
8-K, 1999-11-02
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                              _____________________


                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported) November 1, 1999



                            The Allstate Corporation
               (Exact Name of Registrant as Specified in Charter)




   DELAWARE                        1-11840                       36-3871531
(State or Other                   (Commission                   (IRS Employer
 Jurisdiction of                   File Number)                  Identification
 Incorporation)                                                     Number)


  2775 SANDERS ROAD, NORTHBROOK, ILLINOIS                           60062
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code (847) 402-5000















                                   Page 1 of 6
                             Exhibit Index at page 4


<PAGE>

Item 5.  OTHER EVENTS


     On November  1, 1999,  the  Registrant  issued the press  release  attached
hereto as Exhibit 99.




Item 7.  FINANCIAL STATEMENTS AND EXHIBITS


         (c)      Exhibits



EXHIBIT NO.                                           DESCRIPTION

   99                                       Registrant's press release dated
                                            November 1, 1999
































                                   Page 2 of 6


<PAGE>

                                   SIGNATURES




     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.





                                    THE ALLSTATE CORPORATION




                                    By s\ EMMA M. KALAIDJIAN

                                      Name:  Emma M. Kalaidjian
                                      Title: Assistant Secretary



November 1, 1999























                                   Page 3 of 6



<PAGE>

                                Index to Exhibits




                                                          SEQUENTIAL
                                                            PAGE
NUMBER                 DESCRIPTION                         NUMBER



 99            Registrant's press release dated               5
               November 1, 1999








































                                   Page 4 of 6
<PAGE>

                                                                  Exhibit No. 99

The Allstate Corporation
NEWS
                                                           For More Information:
                                                             Christine Hennessey
                                                        Allstate Media Relations
                                                                  (847) 402-9572
                                                            [email protected]

                                                                     Larry Sonis
                                                          American Heritage Life
                                                                    904/798-1610

FOR IMMEDIATE RELEASE

               ALLSTATE CLOSES PURCHASE OF AMERICAN HERITAGE LIFE
              INVESTMENT CORP. TO ENTER WORK-SITE MARKETING ARENA

     NORTHBROOK,  Ill.,  Nov.  1,  1999 - The  Allstate  Corporation  (NYSE:ALL)
announced  today that it has completed its previously  announced  acquisition of
American  Heritage Life Investment  Corporation.  (NYSE:AHL),  the third largest
work-site marketer of life,  disability and health insurance in the country. The
deal,  valued at $1.1 billion,  supports  Allstate Life and Savings' strategy to
grow life insurance sales through new products and  distribution  channels.  The
purchase   further   broadens   and   strengthens   Allstate's    multi-channel,
multi-product, and multi-brand strategy.

     American Heritage Life Investment Corp. (AHLIC) shareholders overwhelmingly
supported the  acquisition  with more than 99 percent of the total votes cast in
favor of the transaction.  AHLIC shareholders will receive $32.25 for each AHLIC
share,  receivable  in Allstate  shares,  cash or a  combination.  In  addition,
Allstate will assume AHLIC's debt obligations under its outstanding  mandatorily
redeemable preferred securities.

     American Heritage Life Insurance Company, which is the principal subsidiary
of AHLIC, is the unit  responsible for marketing the work-site life,  disability
and health  insurance  products.

    "Bringing together American Heritage Life's  well-respected  management and
expertise in work-site  marketing with  Allstate's  capital and expansive  agent
network will allow us to dramatically  grow this company," said Edward M. Liddy,
Allstate's  chairman,  president and chief executive  officer.  "We plan to take
American  Heritage  Life from a  regional  to a  national  leader  in  work-site
marketing."

     In 1998,  American Heritage Life Insurance had revenues of $480 million and
recorded an operating profit of $36.4 million.


                                  Page 5 of 6
<PAGE>

     "The  work-site  market is expected to grow 10 to 15 percent  annually over
the next decade.  A  combination  of American  Heritage  Life and Allstate  will
enable us to take  advantage  of this  growth  as well as  increase  our  market
share,"  said  Tom  Wilson,  president,  Allstate  Life and  Savings.  "American
Heritage Life Insurance's  existing management will continue to run the business
and its headquarters will remain in Jacksonville, Florida."

     "The  opportunities  for growth as a member of the  Allstate  group are why
this merger took place.  Now it is time to capitalize  on those  opportunities,"
said C.  Richard  Morehead,  president  and chief  executive  officer,  American
Heritage Life.

     This  transaction  follows the  announcement  of Allstate Life and Savings'
strategic alliance with Putnam Investments under which the companies  introduced
the new Putnam Allstate Advisor  variable  annuity in May 1999. In addition,  on
October 1, Allstate  closed the purchase of CNA Personal  Lines as a part of its
new initiative to become the leading provider of personal lines insurance in the
independent agent market.

     American  Heritage  Life  Insurance  is licensed to conduct  business in 49
states,  the District of Columbia and Puerto Rico.  It focuses  primarily on the
sale of products to workers in companies with fewer than 1,000 employees.  These
average  to  small  size  companies  employ  some  87  percent  of the  American
workforce.

     The Allstate  Corporation  is the nations  largest  publicly held personal
lines  insurance  company.  Its main business  units include  Allstate  Personal
Property  and  Casualty,  which  provides  insurance  for more  than 14  million
households  and has  approximately  15,500  agents in the U.S.  and Canada,  and
Allstate Life and Savings,  which markets a number of life insurance and savings
products under a variety of brands through a number of channels and is currently
the nation's 17th largest life insurance business.

                                       ###



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