<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000.
Registration No. __________
- --------------------------------------------------------------------------------
Securities and Exchange Commission
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------
THE ALLSTATE CORPORATION
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3871531
(State of Incorporation) (I.R.S. Employer Identification No.)
2775 Sanders Road
Northbrook, Illinois 60062-6127
(Address and Zip Code of principal executive office)
-------------
THE ALLSTATE CORPORATION EXCLUSIVE AGENT INDEPENDENT
CONTRACTORS STOCK BONUS PLAN
(Full title of the Plan)
------------
MICHAEL J. McCABE
Vice President and General Counsel
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062-6127
(847) 402-5000
(Name, address, and telephone number of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities Registered Share Price Registration Fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Shares, par
value $0.01 per share* 5,500,000 shares $21 9/16** $118,593,750** $31,309**
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
* Including associated preferred stock purchase rights.
** Calculated pursuant to Rule 457(h), based on the average of the high and low
prices for Allstate common stock on February 14, 2000 of $21 9/16. For the
Exclusive Agent Independent Contractors Stock Bonus Plans, 1,000,000 shares of
Allstate common stock were registered under Registration Statement 333-23309 on
March 14 , 1997 and a registration fee was paid at that time. As a result of a
2-for-1 stock split in July 1998, an additional 1,000,000 shares were registered
in a Form 8-K filed June 1, 1998, as amended by a Form 8-K/A filed June 4, 1999.
This Registration Statement registers an additional 5,500,000 shares of Allstate
common stock and the amount of the registration fee has been computed with
respect to the additional 5,500,000 shares of Allstate common stock.
Exhibit Index at sequentially numbered page 8.
Page 1 of 12
<PAGE>
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
Items 4, 7 and 9 of Allstate's Form S-8 Registration Statement filed on
March 14, 1997, Registration No. 333-23309 are incorporated herein by reference.
The following documents filed by Allstate with the Commission are
incorporated in and made a part of this Registration Statement by reference, as
of their respective dates:
1. Allstate's Annual Report on Form 10-K for the year ended December 31,
1998
2. Allstate's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 1999
3. Allstate's Current Reports on Form 8-K filed February 19, July 12,
July 14, September 3, September 24, October 12, October 26,
November 2, November 12, and November 23, 1999, January 13, 2000
and on Form 8-K/A filed June 4, 1999
4. The description of Allstate's common shares under the caption
"Description of Allstate Capital Stock" contained in Allstate's
prospectus dated September 27, 1999, filed with the Commission on
September 24, 1999 and deemed to be a part of Allstate's Registration
Statement on Form S-4 (File No. 333-87799)
5. From the date of filing of such documents, all documents filed by
Allstate with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of Allstate's common stock being registered hereby has
been passed upon by Jennifer M. Hager, Counsel, Corporate Law Department of
Allstate Insurance Company, a wholly-owned subsidiary of Allstate.
Page 2 of 12
<PAGE>
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV of the by-laws of Allstate provides that Allstate will
indemnify all of its directors, former directors, officers and former officers,
to the fullest extent permitted under law, who were or are a party or are
threatened to be made a party to any proceeding by reason of the fact that such
persons were or are directors or officers of Allstate, against liabilities,
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by them. The indemnity shall not be deemed exclusive of any
other rights to which directors or officers may be entitled by law or under any
articles of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the indemnity shall inure to
the benefit of the legal representatives of directors and officers or of their
estates, whether such representatives are court appointed or otherwise
designated, and to the benefit of the heirs of such directors and officers. The
indemnity shall extend to and include claims for such payments arising out of
any proceeding commenced or based on actions of such directors and officers
taken prior to the effectiveness of this indemnity; provided that payment of
such claims had not been agreed to or denied by Allstate before such date.
Article Eighth of the restated Certificate of Incorporation of Allstate
provides that a director of Allstate shall not be personally liable to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, to the fullest extent of the Delaware General Corporation
Law.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a person who was made a party to a proceeding or threatened to
be made a party to a proceeding by reason of the fact that the person is or
was a director or officer of the corporation against liability actually and
reasonably incurred in connection with such proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe the person's conduct
was unlawful. A corporation may not indemnify a director or officer in
connection with a proceeding where he is adjudged liable to the corporation,
unless the court in which the proceeding is brought determines that such
director or officer is fairly and reasonably entitled to indemnity.
Allstate has provided liability insurance for each director and officer
for certain losses arising from claims or charges made against them while
acting in their capacities as directors or officers of Allstate.
ITEM 8: EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which index is incorporated herein by
reference.
Page 3 of 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allstate
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cook County, State of Illinois, on
February 18, 2000.
THE ALLSTATE CORPORATION
By: /s/Michael J. McCabe
----------------------
Name: Michael J. McCabe
Title: Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of Allstate in the capacities and on the dates indicated. Each person whose
signature appears below constitutes and appoints John L. Carl, Edward M. Liddy,
Michael J. McCabe, and Robert W. Pike, and each of them, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director, Chairman of the Board of Directors, February 18, 2000
/s/Edward M. Liddy President and Chief Executive Officer (Principal
- ------------------ Executive Officer)
Edward M. Liddy
/s/John L. Carl Vice President and Chief Financial Officer February 18, 2000
- --------------- (Principal Financial Officer)
John L. Carl
</TABLE>
Page 4 of 12
<PAGE>
<TABLE>
<S> <C> <C>
/s/Samuel H. Pilch Controller (Principal Accounting Officer) February 18, 2000
- --------------------
Samuel H. Pilch
/s/F. Duane Ackerman Director February 18, 2000
- --------------------
F. Duane Ackerman
- -------------------- Director February 18, 2000
James G. Andress
/s/Warren L. Batts Director February 18, 2000
- --------------------
Warren L. Batts
/s/Edward A. Brennan Director February 18, 2000
- --------------------
Edward A. Brennan
/s/James M. Denny
- -------------------- Director February 18, 2000
James M. Denny
/s/W. James Farrell Director February 18, 2000
- -------------------
W. James Farrell
/s/Ronald T. Lemay Director February 18, 2000
- -------------------
Ronald T. LeMay
/s/Michael A. Miles Director February 18, 2000
- -------------------
Michael A. Miles
/s/H. John Riley, Jr. Director February 18, 2000
- -------------------
H. John Riley, Jr.
/s/Joshua I. Smith Director February 18, 2000
- -------------------
Joshua I. Smith
</TABLE>
Page 5 of 12
<PAGE>
<TABLE>
<S> <C> <C>
/s/Judith A. Sprieser Director February 18, 2000
- ---------------------
Judith A. Sprieser
</TABLE>
Page 6 of 12
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of The Allstate Corporation Exclusive Agent Independent
Contractors Stock Bonus Plan has duly caused this Registration Statement to be
signed on the Plan's behalf by the undersigned, thereunto duly authorized, in
Cook County, the State of Illinois, on February 18, 2000. The undersigned hereby
constitutes and appoints John L. Carl, Edward M. Liddy, Michael J. McCabe and
Robert W. Pike, and each of them, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do or cause to
be done by virtue hereof.
THE ALLSTATE CORPORATION EXCLUSIVE AGENT
INDEPENDENT CONTRACTORS STOCK BONUS PLAN
By: Allstate Insurance Company
Title: Plan Administrator
By: /s/Michael J. McCabe
--------------------
Michael J. McCabe
Title: Senior Vice President
and General Counsel
Page 7 of 12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Numbered Page
- ----------------------------------------------------------------------------------------------
Description of Exhibit
----------------------
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) of Allstate's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999)
4(b) By-Laws of Allstate (incorporated by reference to Exhibit 3(b)
of Allstate's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999)
5 Opinion of Jennifer M. Hager 9
15 Acknowledgment of Deloitte & Touche LLP 11
regarding unaudited interim financial
information
23(a) Consent of Jennifer M. Hager (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP 12
24 Power of attorney (included on signature page)
</TABLE>
Page 8 of 12
<PAGE>
Exhibit 5
THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127
-------------------------------
Jennifer M. Hager
Counsel
February 18, 2000
The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127
Ladies and Gentlemen:
A Registration Statement on Form S-8 ("Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register an additional 5,500,000 shares of common stock, $0.01 par
value (the "Common Stock"), of The Allstate Corporation (the "Company") for
issuance to participants in The Allstate Corporation Exclusive Agent Independent
Contractors Stock Bonus Plan (the "Plan"). The 5,500,000 shares of Common Stock
being registered under this Registration Statement are additional to the
1,000,000 shares of Common Stock registered on March 14, 1997 pursuant to
Registration Statement No. 333-23309 and the 1,000,000 shares registered on Form
8-K filed June 1, 1998, as amended by Form 8-K/A filed June 4, 1999. This
opinion is delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of
Incorporation of Allstate as currently in effect, (iv) the By-laws of Allstate
as currently in effect, and (v) resolutions of the Board of Directors of
Allstate relating to the filing of the Registration Statement and related
matters. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of Allstate and such other
agreements, instruments, and documents of Allstate, and have made such other
investigations, as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
Based upon the foregoing, I advise you that, in my opinion the shares
of Common Stock have been fully authorized and, when issued in accordance with
the provisions of the Plan, will be validly issued, fully paid and
non-assessable.
Page 9 of 12
<PAGE>
I am licensed to practice law in Illinois. This opinion is limited to
the Delaware General Corporation Law, the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting those laws.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/Jennifer M. Hager
Jennifer M. Hager
Page 10 of 12
<PAGE>
EXHIBIT 15
The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of The Allstate Corporation and subsidiaries for the periods ended
March 31, 1999 and 1998, June 30, 1999 and 1998 and September 30, 1999 and 1998,
as indicated in our reports dated May 13, 1999, August 12, 1999 and November 11,
1999, respectively; because we did not perform an audit, we expressed no opinion
on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30,
1999 and September 30, 1999, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Chicago, Illinois
February 18, 2000
Page 11 of 12
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Allstate Corporation on Form S-8 of our reports dated February 19, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
The Allstate Corporation for the year ended December 31, 1998.
Deloitte & Touche LLP
Chicago, Illinois
February 18, 2000
Page 12 of 12
