<PAGE>
As filed with the Securities and Exchange Commission on October 31, 2000.
Registration No. __________
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Securities and Exchange Commission
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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, Suite A2, Northbrook, Illinois 60062-6127
(Address and Zip Code of principal executive office)
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THE ALLSTATE CORPORATION DEFERRED COMPENSATION PLAN FOR
INDEPENDENT CONTRACTOR EXCLUSIVE AGENTS
(Full title of the Plan)
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Michael J. McCabe, Vice President and General Counsel, The Allstate Corporation
2775 Sanders Road, Suite F7, Northbrook, Illinois 60062-6127
(847) 402-5000
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities Registered Obligation Price Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred $40,000,000(2) 100% $40,000,000 $10,560.00(3)
Compensation
Obligations(1)
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</TABLE>
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(1) The Obligations are unsecured obligations of The Allstate Corporation to pay
deferred compensation in the future in accordance with the terms of The Allstate
Corporation Deferred Compensation Plan for Independent Contractor Exclusive
Agents.
(2) An indeterminate number of Obligations may be issued by the Registrant under
the Plan from time to time, based upon the level of agent participation. The
maximum aggregate offering price is based upon an estimate for the sole purpose
of computing the registration fee.
(3) Calculated pursuant to Rule 457(h). $40,000,000 of Obligations were
registered under Registration Statement No. 33-99138 on November 8, 1995 and a
registration fee was paid at that time. This Registration Statement registers an
additional $40,000,000 of Obligations and the amount of the registration fee has
been computed with respect to the additional $40,000,000.
Exhibit Index at sequentially numbered page 9.
Page 1 of 31
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ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
Items 7 and 9 of Allstate's Form S-8 Registration Statement No.
33-99138 filed on November 8, 1995 and the following documents, as of their
respective dates, filed by Allstate with the Commission are incorporated in and
made a part of this Registration Statement by reference:
1. Allstate's Annual Report on Form 10-K for the year ended December 31,
1999
2. Allstate's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 2000
3. Allstate's Current Reports on Form 8-K filed January 13, April 27, May
4, June 14 and June 16, 2000
4. 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 4: DESCRIPTION OF SECURITIES
The following description of the Deferred Compensation Obligations
(the "Obligations") is qualified by reference to the text of The Allstate
Corporation Deferred Compensation Plan for Independent Contractor Exclusive
Agents (the "Plan").
Under the Plan, Allstate will provide eligible persons the opportunity
to defer a specified amount of their compensation from Allstate. Eligibility is
limited to exclusive insurance agents deriving compensation from Allstate's
wholly-owned subsidiaries on an independent contractor basis. Allstate's
obligations under such agreements (the "Obligations") will be unsecured general
obligations of Allstate to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank equally with Allstate's
other unsecured and unsubordinated indebtedness from time to time outstanding.
Allstate's principal sources of funds to pay its obligations, including the
Obligations described herein, are dividends from its subsidiary Allstate
Insurance Company, intercompany borrowings, funds from the settlement of its
benefit plans, and funds that periodically may be raised from the issuance of
additional debt or stock. Dividends from Allstate Insurance Company are
restricted by Illinois insurance laws and regulations. Because Allstate is a
holding company, its right, and hence the right of its creditors
Page 2 of 31
<PAGE>
(including participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of Allstate itself as a creditor of the subsidiary may
be recognized.
The Plan is unfunded. Consequently, any deferred compensation is part
of Allstate's general funds, subject to all of the risks of Allstate's business,
and may be deposited, invested or expended in any manner whatsoever by Allstate.
The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on election by the participant. The
Obligations owed to any participant are not payable until the participant's
separation from service, except for demonstrated hardship or in connection with
an in-service withdrawal with the imposition of substantial penalties.
Generally, each participant's deferred compensation will be payable upon
separation from service or thereafter on dates selected by the participant in
accordance with the terms of the Plan. Each participant's deferred compensation
will be indexed to one or more investment indices chosen by each participant as
provided in the Plan and will be adjusted to reflect the investment experience
of the selected indices. The Obligations will be denominated and payable in
United States dollars.
Benefits under the Plan are not subject to assignment, transfer,
pledge or other encumbrance, other than by operation of law. A participant may
designate persons or entities to receive any amounts payable under than Plan in
the event of the death of the participant.
The Obligations owed to any participant are not subject to redemption,
in whole or in part, prior to the participant's separation from service or the
subsequent individual payment dates specified by the participant in accordance
with terms of the Plan, except (1) for demonstrated hardship, (2) in connection
with an in-service withdrawal with the imposition of substantial penalties or
(3) in connection with the termination of the Plan. Allstate reserves the right
to amend or terminate the Plan at any time, except that no such amendment or
termination shall reduce the amount of compensation deferred or any accruals
thereon up to and including the end of the month in which such action is taken.
The Obligations are not convertible into another security of Allstate.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on Allstate's part. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Obligations being registered has been passed upon
by Emma M. Kalaidjian, Allstate's Assistant Secretary. Ms. Kalaidjian is not
eligible to participate in the Plan.
Page 3 of 31
<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 4 of 31
<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
October 31, 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>
/s/ Edward M. Liddy Director, Chairman of the Board of Directors, October 31, 2000
------------------------ President and Chief Executive Officer (Principal
Edward M. Liddy Executive Officer)
/s/ John L. Carl Vice President and Chief Financial Officer October 31, 2000
------------------------ (Principal Financial Officer)
John L. Carl
Page 5 of 31
<PAGE>
/s/ Samuel H. Pilch Controller (Principal Accounting Officer) October 31, 2000
------------------------
Samuel H. Pilch
/s/ F. Duane Ackerman Director October 31, 2000
------------------------
F. Duane Ackerman
Director October 31, 2000
------------------------
James G. Andress
/s/ Warren L. Batts Director October 31, 2000
------------------------
Warren L. Batts
/s/ Edward A. Brennan Director October 31, 2000
------------------------
Edward A. Brennan
/s/ James M. Denny Director October 31, 2000
------------------------
James M. Denny
/s/ W. James Farrell Director October 31, 2000
------------------------
W. James Farrell
/s/ Ronald T. LeMay Director October 31, 2000
------------------------
Ronald T. LeMay
/s/ Michael A. Miles Director October 31, 2000
------------------------
Michael A. Miles
/s/ H. John Riley, Jr. Director October 31, 2000
------------------------
H. John Riley, Jr.
/s/ Joshua I. Smith Director October 31, 2000
------------------------
Joshua I. Smith
Page 6 of 31
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Director October 31, 2000
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Judith A. Sprieser
/s/ Mary Alice Taylor Director October 31, 2000
------------------------
Mary Alice Taylor
</TABLE>
Page 7 of 31
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
administrator of The Allstate Corporation Deferred Compensation Plan for
Independent Contractor Exclusive Agents has signed this Registration Statement
on the Plan's behalf in Cook County, the State of Illinois, on October 31, 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 DEFERRED
COMPENSATION PLAN FOR INDEPENDENT
CONTRACTOR EXCLUSIVE AGENTS
By: /s/ Mark Cieslak
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Name: Mark Cieslak
Page 8 of 31
<PAGE>
<TABLE>
<CAPTION>
Exhibit Sequentially
Number EXHIBIT INDEX Numbered Page
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<S> <C> <C>
DESCRIPTION OF EXHIBIT
4 The Allstate Corporation Deferred Compensation Plan for
Independent Contractor Exclusive Agents 10
5 Opinion of Emma M. Kalaidjian 28
15 Acknowledgment of Deloitte & Touche LLP
regarding unaudited interim financial
information 30
23(a) Consent of Emma M. Kalaidjian (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP 31
24 Power of attorney (included on signature pages)
</TABLE>
Page 9 of 31
