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As filed with the Securities and Exchange Commission on January 31, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ALLSTATE CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 36-3871531
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2775 SANDERS ROAD MICHAEL J. MCCABE, ESQ.
NORTHBROOK, ILLINOIS 60062 VICE PRESIDENT AND GENERAL COUNSEL
(847) 402-5000 THE ALLSTATE CORPORATION
(Address, including zip code, and telephone 2775 SANDERS ROAD
number, NORTHBROOK, ILLINOIS 60062
including area code, of Registrant's (847) 402-5000
principal executive offices) (Name, address, including zip code, and
telephone number,
6331 including area code, of agent for service)
(Primary Standard
Industrial Classification Code Number)
</TABLE>
Copies to:
JOHN M. SCHWOLSKY, ESQ.
JOSEPH D. FERRARO, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
(212) 424-8000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE REGISTRATION FEE
SECURITIES TO BE REGISTERED OFFERING PRICE (1)(2)
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Common stock, par value $0.01 per share, including
associated preferred share purchase rights $103,500,000 $27,324
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(1) Including an indeterminate number of shares of Allstate common stock as may
become issuable as a result of anti-dilution adjustments, if any.
(2) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
solely for purposes of calculating the registration fee, the proposed
maximum aggregate offering price is equal to the purchase price to be paid
by holders of FELINE PRIDES to settle underlying purchase contracts in
exchange for a number of shares of common stock equal to the applicable
settlement rate.
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THE REGISTRANT MAY HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this preliminary prospectus is not complete and may
be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 31, 2000
ALLSTATE LOGO
7,398,387 SHARES
THE ALLSTATE CORPORATION
Common Stock
(par value $.01 per share)
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This prospectus relates to up to 7,398,387 shares of Allstate common stock
issuable from time to time upon settlement of the purchase contracts underlying
the outstanding 2,070,000 FELINE PRIDES, stated amount $50, of American Heritage
Life Investment Corporation and AHL Financing, plus any additional shares of
Allstate common stock as may become issuable as a result of any anti-dilution
adjustments.
On October 31, 1999, American Heritage Life became a wholly owned
subsidiary of The Allstate Corporation through the merger of American Heritage
Life with and into A.P.L. Acquisition Corporation, a subsidiary of Allstate.
After the merger, A.P.L. Acquisition Corporation changed its name to American
Heritage Life Investment Corporation and assumed all obligations of the former
American Heritage Life under the FELINE PRIDES. Allstate became a co-obligor
with respect to those obligations of American Heritage Life and, as required by
the terms of the FELINE PRIDES' purchase contract agreement, Allstate agreed to
issue its common stock upon settlement of the FELINE PRIDES purchase contracts.
Allstate common stock is listed on the New York Stock Exchange under the
trading symbol "ALL" and on January 25, 2000 its closing price was $22 15/16 per
share, as reported in The Wall Street Journal.
This prospectus does not cover any resales of the Allstate common stock
received upon settlement of the purchase contracts underlying the FELINE PRIDES.
No person is authorized to make any use of this prospectus in connection with
any resale or in connection with any other transaction or the offer or sale of
any other securities.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
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Prospectus dated , 2000
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No person has been authorized to give any information or to make any
representation not contained in this prospectus. You must not rely on any
unauthorized information or representations. The information contained in this
prospectus is current only as of its date.
TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information... 2
Special Note Regarding Forward-Looking
Statements.......................... 3
The Allstate Corporation.............. 4
Use of Proceeds....................... 4
Market Prices of Allstate Common
Stock............................... 5
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PAGE
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Settlement of the American Heritage
Life FELINE PRIDES.................. 5
Description of Allstate Common
Stock............................... 7
Plan of Distribution.................. 9
Legal Matters......................... 9
Experts............................... 9
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register shares of Allstate common stock issuable upon
settlement of the purchase contracts underlying the outstanding FELINE PRIDES of
American Heritage Life, Allstate (as co-obligor) and AHL Financing. This
prospectus forms a part of that registration statement and does not contain all
of the information in the registration statement or the exhibits to the
registration statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may review a copy of those reports, statements or other
information at the Securities and Exchange Commission's public reference rooms
at the following locations:
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Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
</TABLE>
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. These Securities and Exchange
Commission filings are also available to the public from commercial document
retrieval services and at the Internet world wide web site maintained by the
Securities and Exchange Commission Corporation at "http://www.sec.gov." Reports,
proxy statements and other information concerning us may also be inspected at
the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005. The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus or in later filed documents incorporated by reference in this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Securities and Exchange Commission.
These documents contain important business and financial information about us
that is not included in or delivered with this prospectus.
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THE ALLSTATE CORPORATION FILINGS
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(File No. 001-11840) Period or Date Filed
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Annual Report on Form 10-K Fiscal Year ended December 31, 1998
Quarterly Reports on Form 10-Q Quarters ended March 31, 1999, June 30, 1999
and September 30, 1999
Proxy Statement 1999 Notice of Annual Meeting and Proxy
Statement
Current Reports on Form 8-K or Form 8-K/A Filed February 19, 1999, June 4, 1999, July
12, 1999, July 14, 1999, September 3, 1999,
September 24, 1999, October 12, 1999,
October 26, 1999, November 2, 1999,
November 12, 1999, November 23, 1999 and
January 13, 2000
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We are also incorporating by reference additional documents that we will
file before the termination of this offering. These include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can request a free copy of any or all of these documents, other than
the exhibits to those documents, unless those exhibits are specifically
incorporated by reference into these documents, by writing to or calling the
following address or telephone number:
Investor Relations Department
The Allstate Corporation
3075 Sanders Road
Northbrook, Illinois 60062-7127
Telephone: (800) 416-8803
You should rely only on the information contained or incorporated by
reference in this prospectus before deciding how and when to settle the purchase
contracts underlying the FELINE PRIDES and purchase the shares of Allstate
common stock being sold by this prospectus. We have not authorized anyone to
provide you with information that is different from what is contained in this
prospectus. This prospectus is dated , 2000. You should not
assume that the information contained in this prospectus is accurate as of any
date other than that date unless the information specifically indicates that
another date applies. If you are in a jurisdiction where it is unlawful to offer
to convert or sell or to ask for offers to convert or buy the securities offered
by this prospectus, or if you are a person to whom it is unlawful to direct
those activities, then the offer presented in this prospectus does not extend to
you.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
"forward-looking statements" that anticipate results based on management's plans
that are subject to uncertainty. Forward-looking statements do not relate
strictly to historical or current facts and may be identified by their use of
words like "plans", "expects", "will", "anticipates", "estimates"and other words
of similar meaning. These statements may address, among other things, our
strategy for growth, product development, regulatory approvals, market position,
expenditures, financial results and the effect of any ongoing Year 2000
readiness issues. Forward-looking statements are based on current expectations
of future events. We cannot guarantee that any forward-looking statement will be
accurate, although we believe that it has been reasonable in its expectations
and assumptions. Investors should realize that if underlying assumptions prove
inaccurate or that unknown risks or uncertainties materialize, actual results
could differ materially from our projections. We assume no obligation to update
any forward-looking statements as a result of new information or future events
or developments. We note the factors described in our incorporated documents
that could cause actual results to differ materially, as contemplated by the
Private Securities Litigation Reform Act of 1995. Investors are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of
the date of this prospectus or, in the
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case of any document we incorporate by reference, the date of that document.
Investors also should understand that it is not possible to predict or identify
all factors and should not consider this to be a complete statement of all
potential risks and uncertainties.
THE ALLSTATE CORPORATION
We are a holding company for Allstate Insurance Company (AIC). We are the
nation's largest publicly held personal lines insurance company based on
statutory premiums earned as of December 31, 1998. AIC's main business units
include Allstate Personal Property and Casualty, which provides insurance for
more than 14 million households and has more than 15,600 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 based on ordinary
life insurance in force as of December 31, 1998.
We were incorporated in Delaware on November 5, 1992. Our executive offices
are located at 2775 Sanders Road, Northbrook, Illinois 60062. Our telephone
number is (847) 402-5000.
As a holding company with no significant business operations of our own, we
rely on dividends from AIC as the principal source of cash to meet our
obligations, including the payment of principal of and any interest on our debt
obligations, and to pay dividends to our stockholders. AIC is regulated as an
insurance company in Illinois. Under Illinois law, AIC may not pay a dividend
without notifying the Illinois Department of Insurance and providing certain
information. Furthermore, Illinois law requires AIC to notify and receive
approval from the Director of the Illinois Department of Insurance for the
declaration or payment of any dividend, which together with other dividends or
distributions made within the preceding twelve months, exceeds the greater of:
- 10% of AIC's statutory surplus as of December 31 of the prior year; or
- AIC's statutory net income for the twelve-month period ending December 31
of the prior year.
Based on 1998 statutory net income, AIC had the ability to pay a maximum of
$2.96 billion of dividends during 1999 without approval of the Illinois
Department of Insurance. In the twelve months beginning January 1, 1999, AIC
paid approximately $2.96 billion in dividends. AIC expects to be able to pay
dividends, without the prior approval of the Illinois Department of Insurance,
to us in April 2000 in an amount determined by the formula set forth above,
updated based on 1999 statutory net income and statutory surplus amounts. The
maximum amount of dividends allowable without prior approval will then be
compared to dividends paid during the preceding twelve months to determine the
amount remaining available to pay. The laws of the other jurisdictions which
govern AIC's insurance subsidiaries generally contain similar limitations on the
payment of dividends; however, in some jurisdictions the laws may be somewhat
more restrictive.
USE OF PROCEEDS
We will use the amounts received from the cash paid for the early
settlement or cash settlement of the purchase contracts underlying the FELINE
PRIDES, and the related issuance of Allstate common stock, for general corporate
purposes, including our stock repurchase program and possible acquisitions.
Pending such uses, we will invest any proceeds in income-producing securities.
We will not receive any cash amounts from any holders of the FELINE PRIDES who
do not settle the underlying purchase contracts early or with cash. Instead, in
the case of Income PRIDES outstanding on August 16, 2000 that are not settled
with cash, those holders' purchase contracts will be settled in exchange for the
redemption of the related 6.75% Trust Originated Preferred Security, $50
liquidation amount, issued by AHL Financing. If any Growth PRIDES were created
and are outstanding on August 16, 2000 and are not settled with cash, we will
receive an amount of cash equal to the principal amount of the zero-coupon
principal strips of the 8.75% U.S. Treasury Securities due August 15, 2000 then
held as collateral. The aggregate amount of cash or principal amount of redeemed
securities to be received by Allstate in exchange for the issuance of its common
stock will be approximately $103,500,000, before expenses.
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MARKET PRICES OF ALLSTATE COMMON STOCK
Allstate common stock is listed and traded on the New York Stock Exchange
and the Chicago Stock Exchange. The following table sets forth the quarterly
dividends paid per share and the high and low sales prices per share on the New
York Stock Exchange, adjusted to reflect a two-for-one stock split effective
July 1, 1998, based upon information supplied by the New York Stock Exchange.
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MARKET PRICE
------------------- CASH DIVIDENDS
PERIOD HIGH LOW PAID/SHARE
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1998:
First Quarter........................................ $49 3/16 $40 15/16 $.1350
Second Quarter....................................... 50 1/8 44 1/8 .1350
Third Quarter........................................ 52 3/8 36 1/16 .1350
Fourth Quarter....................................... 48 3/8 37 .1350
1999:
First Quarter........................................ $41 $34 3/4 $.1500
Second Quarter....................................... 40 3/4 34 13/16 .1500
Third Quarter........................................ 37 15/16 24 13/16 .1500
Fourth Quarter....................................... 30 9/16 22 7/8 .1500
2000:
First Quarter (through January 25, 2000)............. $25 3/16 $22 11/16 N/A
</TABLE>
On January 25, 2000, the last reported sale price of Allstate common stock
on the New York Stock Exchange was $22 15/16.
SETTLEMENT OF THE AMERICAN HERITAGE LIFE FELINE PRIDES
The summary of the settlement of the purchase contracts underlying the
FELINE PRIDES set forth below is not complete. This prospectus relates to our
common stock to be issued in connection with the purchase contracts. For a
description of the terms and conditions of the FELINE PRIDES, including the
underlying purchase contracts, please see the prospectus dated June 23, 1997 of
American Heritage Life and AHL Financing and those documents which were filed as
exhibits to the registration statement relating to that prospectus (Registration
No. 333-24153), as well as supplements to some of those documents which are
filed as exhibits to the registration statement relating to this prospectus. You
are encouraged to read those documents and supplements relating to the FELINE
PRIDES.
GENERAL
The FELINE PRIDES were issued and sold by American Heritage Life and AHL
Financing in an underwritten registered public offering that commenced on June
24, 1997.
On October 31, 1999, American Heritage Life became a wholly owned
subsidiary of The Allstate Corporation through the merger of American Heritage
Life with and into A.P.L. Acquisition Corporation, a subsidiary of Allstate. As
a result of the merger, each outstanding share of American Heritage Life's
common stock was converted into the right to receive shares of Allstate common
stock worth $32.25, $32.25 in cash or a combination of Allstate common stock and
cash worth $32.25.
After the merger, A.P.L. Acquisition Corporation changed its name to
American Heritage Life Investment Corporation and assumed all obligations of the
former American Heritage Life under the FELINE PRIDES. Allstate became a
co-obligor with respect to those obligations of American Heritage Life and, as
required by the terms of the FELINE PRIDES' purchase contract agreement,
Allstate agreed to issue its common stock upon settlement of the FELINE PRIDES
purchase contracts.
Each purchase contract underlying the FELINE PRIDES, unless earlier
terminated or settled, currently requires the holder to purchase and Allstate to
sell, on August 16, 2000, for an amount in cash equal to $50 or the equivalent
principal amount of the related trust preferred securities or U.S. Treasury
securities, a number
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of shares of our common stock equal to the applicable settlement rate. The
applicable settlement rates discussed below are subject to change due to future
events, such as stock splits, according to provisions generally designed to
maintain the relative position of the FELINE PRIDES holder's purchase right in
shares of our common stock.
No fractional shares of our common stock will be issued under the FELINE
PRIDES purchase contracts. Instead, the holder of Income PRIDES or Growth PRIDES
is entitled to receive an amount of cash equal to the fraction of a share
otherwise issuable based on a defined thirty-day average of the closing prices
per share of our common stock.
Upon payment of the purchase price, our common stock will be issued and
delivered to the FELINE PRIDES holder or his or her designee only upon
presentation and surrender of the FELINE PRIDES certificate and payment by the
holder of any transfer or similar taxes payable in connection with the issuance
of the shares to a person other than the holder.
Prior to settlement, our common stock underlying the related purchase
contracts will not be outstanding for any purpose. Accordingly, holders of the
FELINE PRIDES will not have any voting rights, rights to dividends or other
distributions or other rights or privileges of a holder of our common stock
until the purchase contracts are settled and the related Allstate common stock
is issued and sold.
INCOME PRIDES SETTLEMENT ON AUGUST 16, 2000
Settlement with Trust Preferred Securities. The current settlement rate
applicable to Income PRIDES, which is the number of shares of our common stock
issuable upon settlement of a purchase contract on August 16, 2000 to be paid
for through the redemption of the related trust preferred security, is 3.5687
shares of our common stock. This settlement rate is equal to the prior
settlement rate applicable to American Heritage Life common stock of 2.644
shares multiplied by the merger consideration conversion ratio of 1.34973. Upon
settlement, the holder will receive 3.5687 shares of our common stock per Income
PRIDES unit, and will have no further rights or obligations with respect to the
FELINE PRIDES.
Settlement With Cash. A holder of an Income PRIDES unit wishing to settle
the related purchase contract with separate cash on August 16, 2000 must notify
the purchase contract agent by presenting and surrendering the Income PRIDES
certificate in accordance with its terms and by paying cash equal to the $50
stated amount per unit. If a holder elects to settle with cash, that holder will
receive 3.5741 shares of our common stock per Income PRIDES unit, which is the
cash settlement rate multiplied by the merger consideration conversion ratio.
Upon cash settlement of the purchase contract underlying an Income PRIDES unit,
that holder will receive:
- 3.5741 shares of our common stock per $50 stated amount, and
- the related 6.75% trust preferred security.
INCOME PRIDES EARLY SETTLEMENT
A holder of an Income PRIDES unit may settle the related purchase contract
at any time prior to August 16, 2000 by presenting and surrendering the Income
PRIDES certificate in accordance with its terms and by paying cash equal to the
$50 stated amount per unit. That holder will receive 3.5741 shares of our common
stock per Income PRIDES unit, which is the cash settlement rate multiplied by
the merger consideration ratio. A holder may settle early only in integral
multiples of 20 Income PRIDES.
Upon early settlement of the purchase contract underlying an Income PRIDES
unit, that holder will receive:
- 3.5741 shares of our common stock per $50 stated amount, and
- the related 6.75% trust preferred security.
GROWTH PRIDES SETTLEMENT
Growth PRIDES can be settled in the same manner described above relating to
settlement of Income PRIDES. Whether a holder of Growth PRIDES settles early, on
August 16, 2000 through the application of
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the principal amount of that holder's U.S. Treasury security toward payment for
our common stock, or with cash, that holder will receive shares of our common
stock based on a settlement rate of 3.5741 per $50 stated amount of FELINE
PRIDES.
PURCHASE CONTRACT ADJUSTMENT PAYMENTS
NO PURCHASE CONTRACT ADJUSTMENT PAYMENTS WILL BE PAID AFTER THE SETTLEMENT
DATE OF THE PURCHASE CONTRACTS UNDERLYING THE FELINE PRIDES.
DESCRIPTION OF ALLSTATE COMMON STOCK
The following summary of our common stock is subject in all respects to
applicable Delaware law, our restated certificate of incorporation and our
by-laws. See "Where You Can Find More Information."
GENERAL
As of December 31, 1999, the authorized capital stock of The Allstate
Corporation was 2,025,000,000 shares. Those shares consisted of: (a) 25,000,000
shares of preferred stock, par value of $1.00 per share, none of which was
issued and outstanding; and (b) 2,000,000,000 shares of common stock, par value
of $0.01, of which 900,000,000 were issued and 786,628,968 were outstanding.
Each share of our common stock trades with a preferred stock purchase right.
Our board of directors can, without approval of the stockholders, issue one
or more series of preferred stock. Our board can also determine the number of
shares of each series and the rights, preferences and limitations of each series
including the dividend rights, voting rights, conversion rights, redemption
rights and any liquidation preferences of any wholly unissued series of
preferred stock, the number of shares constituting each series and the terms and
conditions of issue. In some cases, the issuance of preferred shares could delay
a change in control of The Allstate Corporation and make it harder to remove
present management. Under certain circumstances, preferred stock could also
restrict dividend payments to holders of our common stock. The preferred stock
will, if issued, be fully paid and non-assessable.
BOARD OF DIRECTORS
Our restated certificate of incorporation, as amended, and our by-laws
provide that the total number of directors will be not less than 3 and no more
than 15 as determined by our board from time to time. We currently have 12
directors. All directors are elected at each annual meeting of shareholders to
serve until the next annual meeting. Our by-laws do not provide for cumulative
voting in the election of directors.
DIVIDENDS
Common stockholders may receive dividends as and when declared by our board
of directors. Dividends may be paid in cash, stock or other form. In certain
cases, common stockholders may not receive dividends until obligations of any
preferred stockholders have been satisfied.
VOTING RIGHTS; REQUIRED VOTE FOR AUTHORIZATION OF CERTAIN ACTIONS
Each share of common stock is entitled to one vote in the election of
directors and other matters. Common stockholders are not entitled to preemptive
or cumulative voting rights.
Mergers or Consolidations. Delaware law provides that the sale, lease,
exchange or disposal of all, or substantially all, of the assets of a Delaware
corporation other than in the usual course of business, as well as any merger or
share exchange, generally must be adopted and recommended by the board of
directors and approved by a majority of shares entitled to vote on the action.
Under Delaware law and unless required by the articles of incorporation,
the vote of the shareholders of a corporation surviving a merger is not required
if:
- the articles of incorporation of the surviving corporation will not
substantially differ from its articles of incorporation before the
merger;
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- each shareholder of the surviving corporation before the effective date
will hold the same number of shares, with identical designations,
preferences, limitations and relative rights immediately after the
merger; and
- either no shares of the surviving corporation and no shares, securities
or obligations convertible into such shares are to be issued or delivered
in the merger, or the authorized, but unissued, shares or the treasury
shares of common stock of the surviving corporation to be issued or
delivered under the plan of merger plus the number of shares of common
stock initially issuable upon conversion of any other shares, securities
or obligations to be issued or delivered under such plan do not exceed
20% of the shares of such corporation outstanding immediately prior to
the effective date of the merger.
Affiliated Transactions. Delaware law generally prohibits an interested
stockholder, which, under Delaware law, is a stockholder owning 15% or more of a
public Delaware corporation's outstanding voting stock, from engaging in
business combinations involving the corporation during the three years after the
date the person became an interested stockholder unless, among other things:
- prior to such date, the board of directors approved either the business
combination or the transaction which resulted in the stockholder becoming
an interested stockholder;
- upon the completion of the transaction which resulted in the stockholder
becoming an interested stockholder, the stockholder owned at least 85% of
the voting stock outstanding at the time the transaction commenced; or
- at or after such time, the business combination is approved by the board
of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by at least two-thirds of the
outstanding voting stock which is not owned by the interested
stockholder.
Such prohibition, however, does not apply to a corporation if, among other
things:
- the corporation's original certificate of incorporation provides that the
corporation shall not be governed by the interested stockholder statute;
- a majority of shares entitled to vote to approve an amendment to the
corporation's certificate of incorporation or by-laws expressly elects
not to be governed by the statute (such amendment may not be effective
until one year after it was adopted and may not apply to any business
combination between the corporation and any person who became an
interested stockholder on or before adoption); or
- a stockholder becomes an interested stockholder inadvertently and as soon
as practicable divests itself of ownership of sufficient shares so that
the stockholder ceases to be an interested stockholder and except for
inadvertently becoming an interested stockholder, was not an interested
stockholder in the three years prior to consummation of the business
combination.
These business combinations include mergers, consolidations, sales of
assets and transactions benefitting the interested stockholder.
PREFERRED STOCK PURCHASE RIGHTS
We are a party to a rights agreement, dated February 12, 1999, between us
and First Chicago Trust Company of New York, as rights agent. Under the
agreement, one preferred stock purchase right (a right) was issued for each
share of our common stock outstanding on February 26, 1999, and each share
issued subsequent to February 26, 1999. Each right entitles each holder of our
common stock to purchase 1/1000 of a share of Allstate junior participating
preferred stock at a purchase price of $150.00.
Under the rights agreement, prior to the distribution date the rights are
represented by our common stock share certificates. The distribution date is
generally either (i) the tenth day after the announcement that a person has
become the beneficial owner of 15% or more of our common stock (an acquiring
person), or (ii) the tenth business day after a person's public disclosure of an
intention to commence a tender offer or exchange offer that would cause that
person to become an acquiring person. However, after the distribution date the
rights will be represented by certificates evidencing the rights.
8
<PAGE> 10
The rights are not exercisable until after the distribution date but must
be exercised before the earlier of the close of business on February 12, 2009,
the redemption date (generally, the date Allstate chooses to redeem all of the
outstanding rights), or the exchange date (generally, the date occurring after a
person becomes an acquiring person but before (i) a person becomes beneficial
owner of 50% of our common stock, and (ii) the occurrence of a business
combination, on which date we choose to exchange each right for one share of our
common stock).
Upon a person becoming an acquiring person (a triggering event), each
holder of a right (other than those owned by the acquiring person, which are
void) shall have the right to receive shares of our common stock in an amount
calculated as follows: 50% of the current market price (the average daily
closing share price of our common stock for the thirty trading days immediately
prior to the triggering event) of our common stock into the exercise amount
(generally $150.00). To illustrate: If the current market value is $50, a rights
holder will have the right to receive six shares of our common stock.
In the event that Allstate is acquired in a merger or other business
combination, or 50% or more of its assets or earning power are directly or
indirectly sold, leased or transferred to another party, each holder of an
Allstate right will receive, upon exercise, common stock of the acquiring party
calculated by taking 50% of the current market price of the acquiring company
and dividing it into the exercise amount.
Our rights agreement may impede or prevent takeovers that in some
circumstances may be beneficial to our stockholders. The plan would not impede
or prevent most change of control transactions approved by the existing Allstate
board of directors and is designed to enhance or have the effect of enhancing
the ability of the Allstate board of directors, and ultimately the stockholders,
to negotiate with potential acquirers from a strong position and to protect
stockholders against unfair or unequal treatment in an attempt to acquire
Allstate. The rights agreement, may, however, have the overall effect of making
it more difficult to acquire and exercise control over Allstate and remove
incumbent officers and directors, without the approval of the board of
directors, thus providing such officers and directors with enhanced ability to
retain their positions. Such provisions might also limit opportunities for
stockholder participation in certain types of transactions even though such
transactions might be favored by the holders of a majority of the outstanding
shares of our common stock.
PLAN OF DISTRIBUTION
Our common stock will be issued and sold under this prospectus from time to
time only to holders of the purchase contracts underlying the 2,070,000 FELINE
PRIDES, stated amount $50, of American Heritage Life, Allstate (as co-obligor)
and AHL Financing, upon settlement of those purchase contracts. The settlement
date for each outstanding purchase contract is August 16, 2000, unless earlier
settled by the holder as described above.
LEGAL MATTERS
The validity of the shares of Allstate common stock offered by this
prospectus has been passed upon by Michael J. McCabe, Esq., Vice President and
General Counsel of The Allstate Corporation. Mr. McCabe is a full-time employee
and officer of The Allstate Corporation and owns 295,164 shares of its common
stock as of December 31, 1999, 265,044 of which were subject to option.
EXPERTS
Our consolidated financial statements and schedules as of December 31, 1998
and for the year ended December 31, 1998 are incorporated by reference in this
prospectus and in the registration statement in reliance upon the reports of
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated in this prospectus and the registration statement by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $27,324
Legal fees and expenses..................................... 20,000
Accounting fees and expenses................................ 5,000
Printing, EDGAR formatting and mailing expenses............. 1,000
Miscellaneous............................................... 1,000
-------
Total.................................................. $54,324
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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.
II-1
<PAGE> 12
ITEM 16. EXHIBITS
Exhibits
<TABLE>
<S> <C> <C>
2.1 -- Agreement and Plan of Merger and Reorganization dated as of
July 8, 1999, by and among The Allstate Corporation, A.P.L.
Acquisition Corporation and American Heritage Life
Investment Corporation (incorporated by reference to
Appendix A to The Allstate Corporation's Prospectus filed as
part of its Registration Statement on Form S-4, Registration
Statement No. 333-87799).
4.1 -- Provisions of the Restated Certificate of Incorporation of
The Allstate Corporation dated April 20, 1999, that define
the rights of securityholders of The Allstate Corporation
(incorporated by reference to Exhibit 3(a) to The Allstate
Corporation's Form 10-Q for the quarter ended June 30,
1999).
4.2 -- Provisions of the Bylaws of The Allstate Corporation as
amended effective May 18, 1999, that define the rights of
shareholders of The Allstate Corporation (incorporated by
reference to Exhibit 3(b) to The Allstate Corporation's Form
10-Q for the quarter ended June 30, 1999).
4.3.1 -- Supplemental Purchase Contract Agreement dated as of October
29, 1999, among The Allstate Corporation, American Heritage
Life Investment Corporation, A.P.L. Acquisition Corporation
and Bank One Trust Company, National Association, as Agent.
4.3.2 -- Second Supplemental Indenture dated as of October 29, 1999,
among The Allstate Corporation, American Heritage Life
Investment Corporation, A.P.L. Acquisition Corporation and
Bank One Trust Company, National Association, as Trustee.
4.3.3 -- Supplemental FELINE PRIDES Guarantee Agreement dated as of
October 29, 1999, among The Allstate Corporation, American
Heritage Life Investment Corporation and A.P.L. Acqui-
sition Corporation.
4.3.4 -- Supplemental Preferred Securities Guarantee Agreement dated
as of October 29, 1999, among The Allstate Corporation,
American Heritage Life Investment Corporation, A.P.L.
Acquisition Corporation and Bank One Trust Company, National
Association, as Trustee.
4.3.5 -- Supplemental Pledge Agreement dated as of October 29, 1999,
among The Allstate Corporation, American Heritage Life
Investment Corporation, A.P.L. Acquisition Corporation, Bank
One Trust Company, National Association, as Purchase
Contract Agent and The Chase Manhattan Bank, as Collateral
Agent.
4.4 -- Rights Agreement dated as of February 12, 1999 between The
Allstate Corporation and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit
4 to The Allstate Corporation's Form 8-K dated February 12,
1999).
5.1 -- Opinion of Michael J. McCabe, Esq., General Counsel, of The
Allstate Corporation, regarding the validity of the shares.
15 -- Acknowledgement of Deloitte & Touche LLP.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Michael J. McCabe, Esq. (included in Exhibit
5.1).
24.1 -- Power of Attorney (included on signature page).
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities
II-2
<PAGE> 13
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Northbrook, Illinois, on January 31,
2000.
The Allstate Corporation
By: /s/ MICHAEL J. MCCABE
--------------------------------------
Name: Michael J. McCabe
Title: Vice President and General
Counsel
Each person whose signature appears below hereby constitutes and appoints
Edward M. Liddy, John L. Carl, Robert W. Pike, Samuel H. Pilch and Michael J.
McCabe as true and lawful attorneys-in-fact, each acting alone, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on January 31, 2000 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ EDWARD M. LIDDY Chairman of the Board,
- --------------------------------------------------- President and Chief Executive
Edward M. Liddy Officer, Director January 31, 2000
/s/ JOHN L. CARL Vice President and Chief
- --------------------------------------------------- Financial Officer (Principal
John L. Carl Financial Officer) January 31, 2000
/s/ SAMUEL H. PILCH Controller
- --------------------------------------------------- (Principal Accounting
Samuel H. Pilch Officer) January 31, 2000
Director
- ---------------------------------------------------
F. Duane Ackerman
/s/ JAMES G. ANDRESS Director January 31, 2000
- ---------------------------------------------------
James G. Andress
/s/ WARREN L. BATTS Director January 31, 2000
- ---------------------------------------------------
Warren L. Batts
/s/ EDWARD A. BRENNAN Director January 31, 2000
- ---------------------------------------------------
Edward A. Brennan
/s/ JAMES M. DENNY Director January 31, 2000
- ---------------------------------------------------
James M. Denny
/s/ W. JAMES FARRELL Director January 31, 2000
- ---------------------------------------------------
W. James Farrell
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Director
- ---------------------------------------------------
Ronald T. LeMay
/s/ MICHAEL A. MILES Director January 31, 2000
- ---------------------------------------------------
Michael A. Miles
/s/ H. JOHN RILEY, JR. Director January 31, 2000
- ---------------------------------------------------
H. John Riley, Jr.
/s/ JOSHUA I. SMITH Director January 31, 2000
- ---------------------------------------------------
Joshua I. Smith
Director
- ---------------------------------------------------
Judith A. Spreiser
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
EXHIBIT NO.: DOCUMENT DESCRIPTION:
<TABLE>
<S> <C> <C>
2.1 -- Agreement and Plan of Merger and Reorganization dated as of
July 8, 1999, by and among The Allstate Corporation, A.P.L.
Acquisition Corporation and American Heritage Life
Investment Corporation (incorporated by reference to
Appendix A to The Allstate Corporation's Prospectus filed as
part of its Registration Statement on Form S-4, Registration
Statement No. 333-87799).
4.1 -- Provisions of the Restated Certificate of Incorporation of
The Allstate Corporation dated April 20, 1999, that define
the rights of securityholders of The Allstate Corporation
(incorporated by reference to Exhibit 3(a) to The Allstate
Corporation's Form 10-Q for the quarter ended June 30,
1999).
4.2 -- Provisions of the Bylaws of The Allstate Corporation as
amended effective May 18, 1999, that define the rights of
securityholders of The Allstate Corporation (incorporated by
reference to Exhibit 3(b) to The Allstate Corporation's Form
10-Q for the quarter ended June 30, 1999).
4.3.1 -- Supplemental Purchase Contract Agreement dated as of October
29, 1999, among The Allstate Corporation, American Heritage
Life Investment Corporation, A.P.L. Acquisition Corporation
and Bank One Trust Company, National Association, as Agent.
4.3.2 -- Second Supplemental Indenture dated as of October 29, 1999,
among The Allstate Corporation, American Heritage Life
Investment Corporation, A.P.L. Acquisition Corporation and
Bank One Trust Company, National Association, as Trustee.
4.3.3 -- Supplemental FELINE PRIDES Guarantee Agreement dated as of
October 29, 1999, among The Allstate Corporation, American
Heritage Life Investment Corporation and A.P.L. Acqui-
sition Corporation.
4.3.4 -- Supplemental Preferred Securities Guarantee Agreement dated
as of October 29, 1999, among The Allstate Corporation,
American Heritage Life Investment Corporation, A.P.L.
Acquisition Corporation and Bank One Trust Company, National
Association, as Trustee.
4.3.5 -- Supplemental Pledge Agreement dated as of October 29, 1999,
among The Allstate Corporation, American Heritage Life
Investment Corporation, A.P.L. Acquisition Corporation, Bank
One Trust Company, National Association, as Purchase
Contract Agent and The Chase Manhattan Bank, as Collateral
Agent.
4.4 -- Rights Agreement dated as of February 12, 1999 between The
Allstate Corporation and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit
4 to The Allstate Corporation's Form 8-K dated February 12,
1999).
5.1 -- Opinion of Michael J. McCabe, Esq., General Counsel, of The
Allstate Corporation, regarding the validity of the shares.
15 -- Acknowledgement of Deloitte & Touche LLP.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Michael J. McCabe, Esq. (included in Exhibit
5.1).
24.1 -- Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
EXHIBIT 4.3.1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUPPLEMENTAL PURCHASE CONTRACT AGREEMENT
DATED AS OF OCTOBER 29, 1999
AMONG
THE ALLSTATE CORPORATION,
A.P.L. ACQUISITION CORPORATION,
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION,
AND
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
AS PURCHASE CONTRACT AGENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
PAGE
----
SECTION 1.1. DEFINITION OF TERMS...................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS................................ 2
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR AND ISSUER OF COMMON
STOCK UPON SETTLEMENT.................................... 3
SECTION 2.3. ACCEPTANCE BY AGENT...................................... 3
ARTICLE III
CONCERNING SETTLEMENT
SECTION 3.1. PURCHASE CONTRACT SETTLEMENT............................. 3
SECTION 3.2. SETTLEMENT RATE.......................................... 4
SECTION 3.3. NOTICE................................................... 4
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. RATIFICATION OF PURCHASE CONTRACT AGREEMENT.............. 5
SECTION 4.2. EFFECTIVENESS............................................ 5
SECTION 4.3. SECURITIES DEEMED CONFORMED.............................. 5
SECTION 4.4. GOVERNING LAW............................................ 5
SECTION 4.5. SEPARABILITY............................................. 5
SECTION 4.6. COUNTERPARTS............................................. 5
i
<PAGE> 3
SUPPLEMENTAL PURCHASE CONTRACT AGREEMENT, dated as of October 29, 1999 (the
"Supplemental Agreement"), among The Allstate Corporation, a Delaware
corporation ("Allstate"), A.P.L. Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of Allstate ("Merger Sub"), American Heritage Life
Investment Corporation, a Florida corporation ("AHLIC"), and Bank One Trust
Company, National Association (successor in interest to The First National Bank
of Chicago, a national banking association), acting as purchase contract agent
for the Holders of Securities from time to time (the "Agent").
WHEREAS, AHLIC and Agent executed the purchase contract agreement dated as
of June 27, 1997 (the "Purchase Contract Agreement") to provide for the
execution and delivery of the Purchase Contracts and Certificates related to the
Income PRIDES or Growth PRIDES (collectively, the "Securities");
WHEREAS, pursuant to the Purchase Contract Agreement, AHLIC and a
wholly-owned trust issued 2,070,000 FELINE PRIDES for an aggregate purchase
price, before commissions, of $103,500,000;
WHEREAS, AHLIC intends to consummate a transaction involving the merger
(the "Merger") of AHLIC with and into Merger Sub, pursuant to the Agreement and
Plan of Merger and Reorganization among Allstate, Merger Sub and AHLIC dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, Section 9.1 of the Purchase Contract Agreement permits AHLIC to
merge with another corporation provided certain terms and conditions are
satisfied;
WHEREAS, Section 8.1 of the Purchase Contract Agreement authorizes AHLIC
and Agent to enter into a supplemental agreement without the consent of any
Holders, to, among other things, evidence the succession of another Person to
AHLIC, make provision with respect to the rights of Holders pursuant to Section
5.6(b) of the Purchase Contract Agreement and make any change that does not
adversely affect the interests of the Holders;
WHEREAS, AHLIC has furnished the Agent with an Opinion of Counsel, stating
that the Merger and this Supplemental Agreement (together with the Purchase
Contract Agreement, the "Supplemented Purchase Contract Agreement") comply with
the Purchase Contract Agreement and that all conditions precedent in the
Purchase Contract Agreement provided for relating to the Merger have been met;
WHEREAS, pursuant to Section 8.3 of the Purchase Contract Agreement, in
signing this Supplemental Agreement the Agent shall be fully protected in
relying upon an Opinion of Counsel stating that this Supplemental Agreement is
authorized or permitted by the Purchase Contract Agreement;
WHEREAS, AHLIC has requested that Agent execute and deliver this
Supplemental Agreement, and all requirements necessary to make this Supplemental
Agreement a valid instrument in accordance with its terms, and to make the
Securities the valid obligations of Merger Sub and Allstate, have been
performed, and the execution and delivery of this Supplemental Agreement has
been duly authorized in all respects; and
WHEREAS, Merger Sub, AHLIC, Allstate, Agent and The Chase Manhattan Bank
have executed a supplemental pledge agreement, dated as of the date hereof,
whereby Merger Sub and Allstate have expressly assumed all the obligations of
AHLIC under the Pledge Agreement among AHLIC, Agent and The Chase Manhattan Bank
dated as of June 27, 1997;
NOW THEREFORE, in consideration of the premises Allstate, Merger Sub and
AHLIC covenant and agree with the Agent as follows:
<PAGE> 4
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Purchase Contract Agreement has the same meaning
when used in this Supplemental Agreement;
(b) a term defined anywhere in this Supplemental Agreement has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS.
(a) Merger Sub hereby expressly assumes, from and after the Effective Time,
as fully as if it had been an original party to the Purchase Contract Agreement,
all the respective obligations of AHLIC under the Purchase Contracts and the
Purchase Contract Agreement.
(b) From and after the Effective Time, pursuant to Section 9.2 of the
Purchase Contract Agreement, Merger Sub hereby succeeds, is substituted for, and
shall possess and from time to time may exercise each and every right and power
of, the "Company" under the Purchase Contracts and the Purchase Contract
Agreement with the same effect as if Merger Sub had been an original party to
the Purchase Contract Agreement. As of the Effective Time, AHLIC is hereby
forever released and discharged from all liabilities, covenants or obligations
under the Purchase Contracts and the Purchase Contract Agreement.
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR AND ISSUER OF COMMON STOCK UPON
SETTLEMENT.
(a) The parties hereby agree that, from and after the Effective Time,
Allstate shall hereby become a joint and several co-obligor with Merger Sub (but
not as a successor to AHLIC) under the Purchase Contracts and the Supplemented
Purchase Contract Agreement, and Allstate hereby agrees to (i) be jointly and
severally liable with Merger Sub for the obligations of Merger Sub arising under
the Purchase Contracts and the Supplemented Purchase Contract Agreement, as
fully as if Allstate had originally been an original obligor under such Purchase
Contracts and Purchase Contract Agreement and (ii) issue and deliver the number
of shares of its common stock, par value $0.01 ("Allstate Common Stock"), which
is sufficient to settle the Purchase Contracts as provided in Article III of
this Supplemental Agreement, against payment in full of the Purchase Price in
the manner set forth in the Purchase Contract Agreement and Section 2.2(b)
hereof.
(b) Merger Sub hereby agrees that it will immediately forward to Allstate
all funds received by it under Sections 5.4, 5.9 or otherwise under the Purchase
Contract Agreement for payment of the purchase price upon settlement of the
Purchase Contract for the shares of Allstate Common Stock to be so issued.
SECTION 2.3. ACCEPTANCE BY AGENT.
The Agent accepts this Supplemental Agreement and agrees to execute its
duties and responsibilities as hereby supplemented upon the terms and conditions
set forth in the Purchase Contract Agreement, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Agent, which
terms and
2
<PAGE> 5
provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of its duties created by the Purchase
Contract Agreement as hereby supplemented; and without limiting the generality
of the foregoing, the Agent shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all
of which recitals or statements are made solely by Allstate, Merger Sub and
AHLIC, or for or with respect to the validity or sufficiency of this
Supplemental Agreement or any of the terms or provisions hereof.
ARTICLE III
CONCERNING SETTLEMENT
SECTION 3.1. PURCHASE CONTRACT SETTLEMENT.
(a) The parties understand and agree that, pursuant to Section 5.6(b) of
the Purchase Contract Agreement, the Merger constitutes a Reorganization Event
whereupon the Settlement Rate will be adjusted to provide that each Holder of
Securities will receive on the Purchase Contract Settlement Date with respect to
each Purchase Contract forming a part thereof, the kind and amount of
securities, cash and other property receivable upon such Reorganization Event by
a holder of the number of shares of the Company's Common Stock issuable on
account of each Purchase Contract as if the Purchase Contract Settlement Date
had occurred immediately prior to such Reorganization Event and assuming such
holder failed to exercise his rights of election as to the kind or amount of
securities, cash and other property so receivable. Because the Merger
constitutes a Reorganization Event and non-electing holders of the Company's
Common Stock will receive a certain number of shares of Allstate Common Stock,
the parties hereby agree that the Settlement Rate will be adjusted as of the
Effective Time to reflect the number of shares of Allstate Common Stock to be
delivered upon settlement of the Purchase Contract, subject to any further
adjustments in the Settlement Rate under Article V of the Purchase Contract
Agreement prior to settlement. Attached as Exhibit A hereto is an Officer's
Certificate, pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement,
which sets forth the method of calculation of the Settlement Rate at the
Effective Time, as adjusted for the Merger.
(b) The parties hereby agree that, from and after the Effective Time, the
provisions of the Supplemental Purchase Contract Agreement and the Purchase
Contracts that refer to the delivery of "Common Stock" of AHLIC, including
without limitation Sections 5.4, 5.5, 5.9, 10.3 and 10.4 of the Purchase
Contract Agreement, shall relate to Allstate Common Stock by operation of
Section 5.6(b) of the Purchase Contract Agreement.
SECTION 3.2. SETTLEMENT RATE.
In accordance with the last two sentences of Section 5.6(b) of the Purchase
Contract Agreement, the Settlement Rate shall be adjusted for events subsequent
to the Effective Time, in a manner that is as nearly equivalent as may be
practicable to the adjustments provided for in Section 5.6 of the Purchase
Contract Agreement, as if Allstate was the original "Company" and Allstate
Common Stock was the original "Common Stock" under the provisions of Section
5.6.
SECTION 3.3. NOTICE.
Pursuant to Section 5.7(a)(ii) of the Purchase Contract Agreement, within
10 Business Days following the Effective Time, Merger Sub will provide written
notice to Holders of the Securities describing in reasonable detail the
adjustment to the Settlement Rate caused by the Merger.
3
<PAGE> 6
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. RATIFICATION OF PURCHASE CONTRACT AGREEMENT.
The Purchase Contract Agreement, as supplemented by this Supplemental
Agreement, is in all respects ratified and confirmed, and this Supplemental
Agreement shall be deemed part of the Purchase Contract Agreement in the manner
and to the extent herein and therein provided.
SECTION 4.2. EFFECTIVENESS.
This Supplemental Agreement shall become a legally effective and binding
instrument upon the later of (i) execution and delivery hereof by all parties
hereto and (ii) the Effective Time.
SECTION 4.3. SECURITIES DEEMED CONFORMED.
As of the Effective Time, the provisions of each Security then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Security or any other action on the part of the Holders,
Allstate, Merger Sub, AHLIC or Agent, so as to reflect this Supplemental
Agreement.
SECTION 4.4. GOVERNING LAW.
This Supplemental Agreement shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.
SECTION 4.5. SEPARABILITY.
In case any one or more of the provisions contained in this Supplemental
Agreement or in the Securities shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Agreement or of the Securities, but this Supplemental Agreement and the
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
SECTION 4.6. COUNTERPARTS.
This Supplemental Agreement may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
By: /s/ T. O'NEAL DOUGLAS
------------------------------------
Name: T. O'Neal Douglas
Title: Chairman and CEO
4
<PAGE> 7
THE ALLSTATE CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Agent
By: /s/ JANICE OTT ROTUNNO
------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
5
<PAGE> 8
EXHIBIT A
OFFICER'S CERTIFICATE
OF
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
UNDER SECTION 5.7(a)(i) AND SECTION 9.1 OF THE
PURCHASE CONTRACT AGREEMENT
THE UNDERSIGNED,____________, the____________of American Heritage Life
Investment Corporation, a Florida corporation (the "Company"), hereby certifies
that:
(1) Accompanying this Certificate is the duly executed Supplemental
Purchase Contract Agreement (the "Supplemental Agreement"), dated as
of October 29, 1999, among the Company, The Allstate Corporation, a
Delaware corporation ("Allstate"), A.P.L. Acquisition Corporation, a
Delaware corporation ("Merger Sub"), and Bank One Trust Company,
National Association, as purchase contract agent (the "Agent"), which
will become effective as of the Effective Time of the Merger of the
Company into Merger Sub and which amends the Purchase Contract
Agreement dated as of June 27, 1997 among such parties.
(2) Pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement, the
Settlement Rate from and after the Effective Time, the method of
calculation thereof, and the facts requiring such adjustment and upon
which such adjustment is based, are as follows:
As of the Effective Time, the Company will merge with and
into Merger Sub and the Company and the Company's Common
Stock will no longer exist. Section 5.6(b) of the Purchase
Contract Agreement provides that the Merger constitutes a
Reorganization Event whereupon the Settlement Rate will be
adjusted to provide that each Holder of Securities will
receive on the Purchase Contract Settlement Date with respect
to each Purchase Contract forming a part thereof, the kind
and amount of securities, cash and other property receivable
upon such Reorganization Event by a holder of the number of
shares of the Company's Common Stock issuable on account of
each Purchase Contract as if the Purchase Contract Settlement
Date had occurred immediately prior to such Reorganization
Event and assuming such holder failed to exercise his rights
of election as to the kind or amount of securities, cash and
other property so receivable.
METHOD OF CALCULATION:
1) Settlement Rate prior to the Effective Time (with the original
Settlement Rate and Applicable Market Value previously adjusted
pursuant to Sections 5.6(a)(3) and 5.6(a)(9) to reflect a
two-for-one stock split effective 2/18/98):
a) if the Applicable Market Value is equal to or greater than
$18.91 (the "Threshold Appreciation Price"), 2.644 shares of
Company Common Stock per Purchase Contract;
b) if the Applicable Market Value is less than the Threshold
Appreciation Price, but greater than $15.50, the number of
Shares of Company Common Stock equal to the Stated Amount
divided by the Applicable Market Value, and
c) if the Applicable Market Value is less than or equal to $15.50,
3.226 shares of Company Common Stock per Purchase Contract.
2) The Applicable Market Value of the Company's Common Stock
calculated prior to the Merger is greater than the Threshold
Appreciation Price ($18.91). Accordingly, as described in 1)a)
above, the applicable Settlement Rate as if the Purchase Contract
Settlement Date had occurred immediately prior to the Merger (but
prior to adjustment for the Merger) is 2.644 shares of Company
Common Stock per Purchase Contract.
A-1
<PAGE> 9
3) Securities Receivable Upon Reorganization Event: Upon
consummation of the Merger, each non-electing holder of a share
of the Company's Common Stock will receive 1.34973 shares of
Allstate Common Stock (the number of shares of Allstate Common
Stock equal to $32.25, as calculated in accordance with the
Merger Agreement).
4) Adjusted Settlement Rate: Accordingly, unless there shall have
occurred a Termination Event, each Holder of a Purchase Contract
will be obligated to purchase on the Purchase Contract
Settlement Date (subject to the next sentence) at a price equal
to the Stated Amount ($50), and Merger Sub and Allstate will be
required to sell at such price, 3.5687 shares of Allstate Common
Stock (the product of 2.644 times 1.34973), subject to any
further adjustments in the Settlement Rate under Article V of
the Purchase Contract Agreement prior to settlement. Pursuant to
the Purchase Contract Agreement, in the case of Early
Settlement, Cash Settlement or through the application of
Proceeds from related Treasury Securities, the Cash Settlement
Rate and Early Settlement Rate (as applicable) will also be
determined based on the adjusted Settlement Rate as applicable
to the Allstate Common Stock.
(3) The Company is not in default in the performance of any covenant or
condition under the Purchase Contract Agreement, any of the Securities,
or the Pledge Agreement.
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Supplemental Agreement and the Purchase
Contract Agreement.
IN WITNESS WHEREOF, I have executed this Certificate on this____day of
October, 1999.
American Heritage Life Investment
Corporation
--------------------------------------
By:
Title:
A-2
<PAGE> 1
EXHIBIT 4.3.2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 29, 1999
AMONG
THE ALLSTATE CORPORATION,
AS CO-OBLIGOR,
A.P.L. ACQUISITION CORPORATION
AS SUCCESSOR ISSUER,
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION,
AS ISSUER
AND
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS......................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS................................... 2
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.................................... 3
SECTION 2.3. COMMISSION REPORTS.......................................... 3
SECTION 2.4 ACCEPTANCE BY TRUSTEE....................................... 4
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF INDENTURE................................... 4
SECTION 3.2. EFFECTIVENESS............................................... 4
SECTION 3.3. DEBENTURES DEEMED CONFORMED................................. 4
SECTION 3.4. GOVERNING LAW............................................... 5
SECTION 3.5. SEPARABILITY................................................ 5
SECTION 3.6. COUNTERPARTS................................................ 5
</TABLE>
i
<PAGE> 3
SECOND SUPPLEMENTAL INDENTURE, dated as of October 29, 1999 (the "Second
Supplemental Indenture") among The Allstate Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, having its
principal office at 2775 Sanders Road, Northbrook, Illinois 60062 ("Allstate"),
A.P.L. Acquisition Corporation, a wholly-owned subsidiary of Allstate and a
corporation duly organized and existing under the laws of the State of Delaware,
having its principal office at 2775 Sanders Road, Northbrook, Illinois 60062
("Merger Sub"), American Heritage Life Investment Corporation, a corporation
duly organized and existing under the laws of the State of Florida, having its
principal office at 1776 American Heritage Life Drive, Jacksonville, Florida
32224 ("AHLIC"), and Bank One Trust Company, National Association (successor in
interest to, The First National Bank of Chicago, a national banking
association), as trustee (the "Trustee").
WHEREAS, AHLIC executed and delivered the indenture dated as of June 23,
1997 (the "Base Indenture") and the first supplemental indenture dated as of
June 23, 1997 (together with the Base Indenture, the "Supplemented Base
Indenture") to the Trustee to provide for the future issuance of the AHLIC's
unsecured debentures, notes or other evidence of indebtedness (the
"Securities"), to be issued from time to time in one or more series;
WHEREAS, pursuant to the Supplemented Base Indenture, AHLIC issued a series
of Securities known as its 6.75% Junior Subordinated Debentures due August 16,
2002 (the "Debentures"), in $106,701,050 aggregate principal amount;
WHEREAS, AHLIC intends to consummate a transaction involving the merger
(the "Merger") of AHLIC with and into Merger Sub, pursuant to the Agreement and
Plan of Merger and Reorganization among Allstate, Merger Sub and AHLIC dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, Section 801 of the Supplemented Base Indenture permits AHLIC to
merge with another corporation provided certain terms and conditions are
satisfied;
WHEREAS, Section 901 of the Supplemented Base Indenture authorizes AHLIC
and the Trustee to enter into a supplemental indenture without notice to or the
consent of any Holders, to, among other things, evidence a transaction under
Article 8 of the Indenture as well as to make any change that does not
materially adversely affect the interests of the Holders of Securities of any
series;
WHEREAS, AHLIC has furnished the Trustee with an Officer's Certificate and,
as to legal issues, an Opinion of Counsel, stating that the Merger and this
Second Supplemental Indenture (together with the Supplemented Base Indenture,
the "Indenture") comply with the Supplemented Base Indenture and that all
conditions precedent in the Supplemented Base Indenture provided for relating to
the Merger have been met;
WHEREAS, pursuant to Section 903 of the Supplemented Base Indenture, in
signing this Second Supplemental Indenture the Trustee shall be fully protected
in relying upon an Officer's Certificate and an Opinion of Counsel stating that
this Second Supplemental Indenture is authorized or permitted by the
Supplemented Base Indenture; and
WHEREAS, AHLIC has requested that the Trustee execute and deliver this
Second Supplemental Indenture, and all requirements necessary to make this
Second Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Debentures the valid obligations of Merger Sub and Allstate,
have been performed, and the execution and delivery of this Second Supplemental
Indenture has been duly authorized in all respects.
<PAGE> 4
NOW THEREFORE, in consideration of the premises Allstate, Merger Sub and
AHLIC covenant and agree with the Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Supplemented Base Indenture has the same meaning
when used in this Second Supplemental Indenture;
(b) a term defined anywhere in this Second Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS.
(a) Merger Sub hereby expressly assumes, from and after the Effective Time,
as fully as if it had been an original party to the Indenture, all the
respective obligations of AHLIC under the Securities (including the Debentures)
and the Indenture, including the obligation to make due and punctual payment of
the principal of, premium, if any, and interest, if any, on all the Securities
of each series according to their tenor, and the due and punctual performance
and observance of all the terms, covenants and conditions of the Indenture to be
performed or observed by the Issuer under the Securities and the Indenture.
(b) From and after the Effective Time, pursuant to Section 803 of the
Indenture, Merger Sub hereby succeeds, is substituted for, and shall possess and
from time to time may exercise each and every right and power of, the "Company"
under the Indenture and the Securities with the same effect as if Merger Sub had
been an original party to the Indenture. As of the Effective Time, AHLIC is
hereby forever released and discharged from all liabilities, covenants or
obligations under the Securities and the Indenture.
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.
The parties hereby agree that, from and after the Effective Time, Allstate
shall hereby become a joint and several co-obligor with Merger Sub (but not as a
successor to AHLIC) with respect to payment obligations under the Indenture and
the Debentures, and Allstate hereby agrees to be jointly and severally liable
with Merger Sub for the due and punctual payment of the principal of, premium,
and other amounts, if any and interest on the Debentures, as fully as if
Allstate had been an original obligor under such Debentures; provided, however,
that Allstate is not assuming, or becoming a co-obligor for, the performance of
any obligation or liability of Merger Sub under the Indenture or the Debentures
other than such payments; provided further, that the obligations of Allstate
under the Indenture and the Debentures shall (i) be subordinate and junior in
right of payment to the prior payment in full of all Senior Indebtedness of
Allstate to the extent and in the manner as set forth in Article 14 of the
Indenture with respect to the Senior Indebtedness of the Company and, for this
purpose, references therein and in the definition of Senior Indebtedness in
Article I to the "Company" shall be deemed to apply to Allstate, and (ii) rank
pari passu in right of payment to all subordinated indebtedness of Allstate.
2
<PAGE> 5
SECTION 2.3. COMMISSION REPORTS.
In the event that Merger Sub is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, Allstate (i) shall file copies of
all reports and other information and documents which it is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with the
Trustee within 30 days after it files them with the Commission, in satisfaction
of the requirements of Section 1007(a) of the Indenture; (ii) shall cause its
annual reports to shareholders and other financial reports furnished by it to
its shareholders generally to be mailed to the Holders in satisfaction of the
requirements of Section 1007(b) of the Indenture; and (iii) shall otherwise
comply with the provisions of Section 314(a) of the Trust Indenture Act as the
Act relates to the Indenture. The parties acknowledge that Merger Sub, in the
event it is not subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, will not be required to file with the Trustee or mail to the
Holders separate financial statements, auditor's reports, or Management's
Discussion pursuant to Section 1007 of the Indenture so long as Allstate
complies with this Section 2.3.
SECTION 2.4 ACCEPTANCE BY TRUSTEE.
The Trustee accepts this Second Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby supplemented upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby supplemented; and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by Allstate, Merger Sub and AHLIC, or for or with
respect to the validity or sufficiency of this Second Supplemental Indenture or
any of the terms or provisions hereof.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF INDENTURE.
The Supplemented Base Indenture as supplemented by this Second Supplemental
Indenture, is in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Supplemented Base Indenture
in the manner and to the extent herein and therein provided.
SECTION 3.2. EFFECTIVENESS.
This Second Supplemental Indenture shall become a legally effective and
binding instrument upon the later of (i) execution and delivery hereof by all
parties hereto and (ii) the Effective Time.
SECTION 3.3. DEBENTURES DEEMED CONFORMED.
As of the Effective Time, the provisions of each Debenture then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Debenture or any other action on the part of the Holders,
Allstate, Merger Sub, AHLIC or the Trustee, so as to reflect this Second
Supplemental Indenture.
SECTION 3.4. GOVERNING LAW.
This Second Supplemental Indenture shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.
3
<PAGE> 6
SECTION 3.5. SEPARABILITY.
In case any one or more of the provisions contained in this Second
Supplemental Indenture or in the Debentures shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Second
Supplemental Indenture or of the Debentures, but this Second Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
SECTION 3.6. COUNTERPARTS.
This Second Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
affixed and attested on the date or dates indicated in the acknowledgments and
as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
as Issuer
By: /s/ T. O'NEAL DOUGLAS
------------------------------------
Name: T. O'Neal Douglas
Title: Chairman and CEO
THE ALLSTATE CORPORATION
as Co-Obligor
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
as Successor Issuer
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Trustee
By: /s/ JANICE OTT ROTUNNO
------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
4
<PAGE> 1
EXHIBIT 4.3.3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUPPLEMENTAL FELINE PRIDES
GUARANTEE AGREEMENT
AHL FINANCING
DATED AS OF OCTOBER 29, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 1.1 DEFINITION OF TERMS......................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1 ASSUMPTION OF COMMON SECURITIES GUARANTEE................... 2
ARTICLE III
THE ADDITIONAL GUARANTEES
SECTION 3.1 ADDITIONAL COMMON SECURITIES GUARANTEE...................... 2
SECTION 3.2 OBLIGATIONS NOT AFFECTED.................................... 3
SECTION 3.3 BACK-UP GUARANTEE........................................... 4
SECTION 3.4 WAIVER OF NOTICE AND DEMAND................................. 4
SECTION 3.5 RIGHTS OF HOLDERS........................................... 4
SECTION 3.6 GUARANTEE OF PAYMENT........................................ 4
SECTION 3.7 SUBROGATION................................................. 4
SECTION 3.8 INDEPENDENT OBLIGATIONS..................................... 5
ARTICLE IV
SUBORDINATION
SECTION 4.1 RANKING..................................................... 5
ARTICLE V
MISCELLANEOUS
SECTION 5.1 TERMINATION................................................. 5
SECTION 5.2 SUCCESSORS AND ASSIGNS...................................... 6
SECTION 5.3 NOTICES..................................................... 6
SECTION 5.4 BENEFIT..................................................... 6
SECTION 5.5 GOVERNING LAW............................................... 6
SECTION 5.6 SEPARABILITY................................................ 6
SECTION 5.7 COUNTERPARTS................................................ 7
SECTION 5.8 EFFECTIVENESS............................................... 7
</TABLE>
i
<PAGE> 3
SUPPLEMENTAL FELINE PRIDES GUARANTEE AGREEMENT, dated as of October 29,
1999 (this "Agreement") among The Allstate Corporation, a Delaware corporation
(the "Additional Guarantor"), A.P.L. Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Additional Guarantor (the
"Successor Guarantor" or "Merger Sub") and American Heritage Life Investment
Corporation, a Florida corporation (the "Original Guarantor" or "AHLIC").
WHEREAS, pursuant to an indenture dated as of June 23, 1997, as
supplemented by a first supplement dated as of June 23, 1997 (the "Indenture"),
a purchase contract agreement (the "Purchase Contract Agreement"), a pledge
agreement, (the "Pledge Agreement"), a preferred securities guarantee (the
"Preferred Securities Guarantee Agreement") and a common securities guarantee
(the "Common Securities Guarantee Agreement"), all dated as of June 27, 1997
(the Indenture, the Purchase Contract Agreement, the Pledge Agreement, the
Preferred Securities Guarantee and the Common Securities Guaranty, as they may
be amended or modified, are collectively referred to as the "Prides
Documentation"), AHL Financing, a Delaware statutory business trust (the "Trust
Issuer"), and AHLIC issued 2,070,000 FELINE PRIDES for an aggregate purchase
price, before commissions of $103,500,000;
WHEREAS, pursuant to the Prides Documentation and related to the FELINE
PRIDES, the Trust Issuer issued common securities (the "Common Securities") and
preferred securities (the "Preferred Securities") representing undivided
beneficial interests in the assets of the Trust Issuer, AHLIC issued a series of
junior subordinated debentures (the "Debentures," and, together with the Common
Securities, the Preferred Securities and the Purchase Contracts and Certificates
(as defined in the Purchase Contract Agreement), the "Securities");
WHEREAS, pursuant to the Common Securities Guarantee Agreement, AHLIC, the
Original Guarantor, irrevocably and unconditionally agreed, to the extent set
forth therein, to pay to the Holders of the Common Securities the Guarantee
Payments (as defined in the Common Securities Guarantee Agreement) and to make
certain other payments on the terms and conditions set forth therein
(collectively, the "Common Securities Guarantee");
WHEREAS, the Original Guarantor intends to consummate a transaction
involving the merger (the "Merger") of the Original Guarantor with and into
Merger Sub, pursuant to the Agreement and Plan of Merger and Reorganization
among the Additional Guarantor, Merger Sub and the Original Guarantor dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, the Additional Guarantor proposes in and by this Agreement to
unconditionally and irrevocably guarantee, on a subordinated basis, the Original
Guarantor's obligation to pay to the holders of the Common Securities the
Guarantee Payments (as that term is defined in the Common Securities Guarantee
Agreement) and the other obligations of the Original Guarantor under the Common
Securities Guarantee Agreement; and
WHEREAS, the Additional Guarantor proposes in and by this Agreement to
unconditionally and irrevocably guarantee, on a subordinated basis, all of the
Successor Guarantor's obligations to make payments under any of the Prides
Documentation and to be obligated to the same extent as the Successor Guarantor.
NOW THEREFORE, in consideration of the premises, the Original Guarantor,
the Successor Guarantor and the Additional Guarantor hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined anywhere in this Agreement has the same meaning
throughout;
(b) the singular includes the plural and vice versa;
<PAGE> 4
(c) headings are for convenience of reference only and do not affect
interpretation;
(d) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1 ASSUMPTION OF COMMON SECURITIES GUARANTEE.
As contemplated by Section 5.1 of the Common Securities Guarantee
Agreement, the Successor Guarantor hereby acknowledges that, from and after the
Effective Time as successor to the Original Guarantor by operation of law, it
will assume all the obligations of the Original Guarantor under the Common
Securities Guarantee Agreement.
ARTICLE III
THE ADDITIONAL GUARANTEES
SECTION 3.1 ADDITIONAL COMMON SECURITIES GUARANTEE.
From and after the Effective Time, the Additional Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments (as
those terms are defined in the Common Securities Guarantee Agreement) (without
duplication of amounts theretofore paid by the Trust Issuer, the Original
Guarantor, or the Successor Guarantor), as and when due, regardless of any
defense, right of set-off or counterclaim that the Trust Issuer may have or
assert (the "Additional Common Securities Guarantee"). The Additional
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Original Guarantor to the Holders or by
causing the Trust Issuer or the Successor Guarantor to pay such amounts to the
Holders.
SECTION 3.2 OBLIGATIONS NOT AFFECTED.
The obligations, covenants, agreements and duties of the Additional
Guarantor under this Agreement with respect to the Common Securities shall in no
way be affected or impaired by reason of the happening from time to time of any
of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust Issuer of any express or implied
agreement, covenant, term or condition relating to the Common Securities to be
performed or observed by the Trust Issuer;
(b) the extension of time for the payment by the Trust Issuer of all or any
portion of the Distributions, Repayment Price, Liquidation Distribution (as
those terms are defined in the Common Securities Guarantee Agreement) or any
other sums payable under the terms of the Common Securities or the extension of
time for the performance of any other obligation under, arising out of, or in
connection with, the Common Securities (other than an extension of time for
payment of Distributions, Repayment Price, Liquidation Distribution or other sum
payable that results from the extension of any interest payment period on the
Debentures or any extension of the maturity date of the Debentures permitted by
the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Common Securities, or any
action on the part of the Trust Issuer granting indulgence or extension of any
kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust Issuer or any of the assets of
the Trust Issuer;
(e) any invalidity of, or defect or deficiency in, the Common Securities;
2
<PAGE> 5
(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 3.2 that the obligations of the Additional Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Additional Guarantor with respect to the happening of any of the
foregoing.
SECTION 3.3 BACK-UP GUARANTEE.
From and after the Effective Time, the Additional Guarantor irrevocably and
unconditionally agrees to pay in full to the holders of the Securities any
payments that the Successor Guarantor is then obligated to pay under the Prides
Documentation (without duplication of amounts theretofore paid by the Trust
Issuer, the Original Guarantor, or the Successor Guarantor), as and when due,
regardless of any defense, right of set-off or counterclaim that the Trust
Issuer may have or assert (the "Back-up Guarantee," and together with the
Additional Common Securities Guarantee, the "Additional Guarantees"). The
Additional Guarantor's obligation to make a payment may be satisfied by direct
payment of the required amounts by the Original Guarantor to the holders of the
Securities or by causing the Trust Issuer or the Successor Guarantor to pay such
amounts to the holders.
SECTION 3.4 WAIVER OF NOTICE AND DEMAND.
The Additional Guarantor hereby waives notice of acceptance of this
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Trust
Issuer, the Successor Guarantor or any other person before proceeding against
the Additional Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.
SECTION 3.5 RIGHTS OF HOLDERS.
The Additional Guarantor expressly acknowledges that any holder of
Securities may institute a legal proceeding directly against the Additional
Guarantor to enforce its rights under this Agreement, without first instituting
a legal proceeding against the Trust Issuer or any other person.
SECTION 3.6 GUARANTEE OF PAYMENT.
This Agreement creates a guarantee of payment and not of collection.
SECTION 3.7 SUBROGATION.
The Additional Guarantor shall be subrogated to all rights, if any, of the
holders of Securities against the Trust Issuer in respect of any amounts paid to
such holders by the Additional Guarantor under these Additional Guarantees;
provided, however, that the Additional Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
right that it may acquire by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Agreement. If any amount shall be paid to the Additional Guarantor in violation
of the preceding sentence, the Additional Guarantor agrees to hold such amount
in trust for the holders and to pay over such amount to the holders.
SECTION 3.8 INDEPENDENT OBLIGATIONS.
The Additional Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust Issuer with respect to the
Securities, and that the Additional Guarantor shall be liable as principal and
as debtor hereunder to make payments pursuant to the terms of this Agreement.
3
<PAGE> 6
ARTICLE IV
SUBORDINATION
SECTION 4.1 RANKING.
These Additional Guarantees will constitute unsecured obligations of the
Additional Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Additional Guarantor except those
liabilities of the Additional Guarantor made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Additional Guarantor and with any guarantee now or
hereafter entered into by the Additional Guarantor in respect of any preferred
or preference stock of any Affiliate (as that term is defined in the Common
Securities Guarantee Agreement) of the Additional Guarantor, and (iii) senior to
the Additional Guarantor's common stock.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 TERMINATION.
This Agreement shall terminate upon (i) full payment of the Repayment Price
of all Common Securities, (ii) upon the distribution of the Debentures to the
Holders of all of the Common Securities or (iii) upon full payment of the
amounts payable in accordance with the Declaration (as that term is defined in
the Common Securities Guarantee Agreement) upon liquidation of the Trust Issuer.
Notwithstanding the foregoing, these Additional Guarantees will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of Securities must restore payment of any sums paid under the Securities or
under these Additional Guarantees.
SECTION 5.2 SUCCESSORS AND ASSIGNS.
All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Additional
Guarantor and shall inure to the benefit of the holders of the Securities then
outstanding.
SECTION 5.3 NOTICES.
All notices provided for in this Agreement shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:
(a) If given to the Additional Guarantor, at the Additional Guarantor's
mailing address set forth below (or such other address as the Additional
Guarantor may give notice of to the holders of the Securities):
Treasurer
3075 Sanders Road, Suite G2H
Northbrook, Illinois 60062-7127
(b) If given to any holder of Securities, at the address set forth on the
books and records of the appropriate issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which not notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.
SECTION 5.4 BENEFIT.
These Additional Guarantees are solely for the benefit of the holders of
the Securities and are not separately transferable from the Securities.
4
<PAGE> 7
SECTION 5.5 GOVERNING LAW.
This Agreement shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York.
SECTION 5.6 SEPARABILITY.
In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, but this Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.
SECTION 5.7 COUNTERPARTS.
This Agreement may be executed in any number of counterparts each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.
SECTION 5.8 EFFECTIVENESS.
(1) This Agreement shall become a legally effective and binding instrument
upon the later of (i) execution and delivery hereof by all parties hereto, and
(ii) the Effective Time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
By: /s/ T. O'NEAL DOUGLAS
------------------------------------
Name: T. O'Neal Douglas
Title: Chairman and CEO
THE ALLSTATE CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
5
<PAGE> 1
EXHIBIT 4.3.4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUPPLEMENTAL PREFERRED SECURITIES
GUARANTEE AGREEMENT
AHL FINANCING
DATED AS OF OCTOBER 29, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
PAGE
----
SECTION 1.1. DEFINITION OF TERMS....................................... 1
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1 ASSUMPTION OF GUARANTEE.................................... 2
ARTICLE III
CONCERNING THE PREFERRED GUARANTEE TRUSTEE
SECTION 3.1 POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE....... 2
SECTION 3.2 CERTAIN RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE.......... 3
ARTICLE IV
THE ADDITIONAL GUARANTEE
SECTION 4.1 ADDITIONAL GUARANTEE....................................... 3
SECTION 4.2 WAIVER OF NOTICE AND DEMAND................................ 3
SECTION 4.3 OBLIGATIONS NOT AFFECTED................................... 3
SECTION 4.4 RIGHTS OF HOLDERS.......................................... 4
SECTION 4.5 GUARANTEE OF PAYMENT....................................... 5
SECTION 4.6 SUBROGATION................................................ 5
SECTION 4.7 INDEPENDENT OBLIGATIONS.................................... 5
ARTICLE V
SUBORDINATION
SECTION 5.1 RANKING.................................................... 5
ARTICLE VI
MISCELLANEOUS
RATIFICATION OF ORIGINAL GUARANTEE AGREEMENT AND THIS
SECTION 6.1 AGREEMENT.................................................. 6
SECTION 6.2 PREFERRED GUARANTEE TRUSTEE NOT RESPONSIBLE FOR RECITALS... 6
SECTION 6.3 TERMINATION................................................ 6
SECTION 6.4 SUCCESSORS AND ASSIGNS..................................... 6
SECTION 6.5 AMENDMENTS................................................. 6
SECTION 6.6 NOTICES.................................................... 7
SECTION 6.7 BENEFIT.................................................... 7
SECTION 6.8 GOVERNING LAW.............................................. 7
SECTION 6.9 SEPARABILITY............................................... 7
SECTION 6.10 COUNTERPARTS............................................... 8
SECTION 6.11 EFFECTIVENESS.............................................. 8
i
<PAGE> 3
SUPPLEMENTAL PREFERRED SECURITIES GUARANTEE AGREEMENT, dated as of October
29, 1999 (this "Agreement") among The Allstate Corporation, a Delaware
corporation (the "Additional Guarantor"), A.P.L. Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Additional Guarantor
(the "Successor Guarantor" or "Merger Sub"), American Heritage Life Investment
Corporation, a Florida corporation (the "Original Guarantor"), and Bank One
Trust Company, National Association (successor in interest to The First National
Bank of Chicago), as trustee (the "Preferred Guarantee Trustee").
WHEREAS, in connection with the issuance by AHL Financing, a Delaware
statutory business trust (the "Issuer"), of $103,500,000 aggregate liquidation
amount of its 6.75% Trust Originated Preferred Securities (the "Preferred
Securities") representing undivided beneficial interests in the assets of the
Trust, the Original Guarantor and the Guarantee Trustee entered into a Preferred
Securities Guarantee Agreement dated as of June 27,1997 (the "Original Guarantee
Agreement"), pursuant to which the Original Guarantor irrevocably and
unconditionally agreed, to the extent set forth therein, to pay to the Holders
of the Preferred Securities the Guarantee Payments (as defined in the Original
Guarantee Agreement) and to make certain other payments on the terms and
conditions set forth therein (collectively, the "Original Guarantee");
WHEREAS, the Original Guarantor intends to consummate a transaction
involving the merger (the "Merger") of the Original Guarantor with and into,
Merger Sub, pursuant to the Agreement and Plan of Merger and Reorganization
among the Additional Guarantor, Merger Sub and the Original Guarantor dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS the Additional Guarantor proposes in and by this Agreement to
unconditionally and irrevocably guarantee, on a subordinated basis, the
Successor Guarantor's obligation to pay to the Holders of the Preferred
Securities the Guarantee Payments and the other obligations of the Successor
Guarantor under the Original Guarantee Agreement;
NOW THEREFORE, in consideration of the premises, the Original Guarantor,
the Successor Guarantor, the Additional Guarantor and the Preferred Guarantee
Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Original Guarantee Agreement has the same meaning
when used in this Agreement;
(b) a term defined anywhere in this Agreement has the same meaning
throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1 ASSUMPTION OF GUARANTEE.
As contemplated by Section 9.1 of the Original Guarantee Agreement, the
Successor Guarantor hereby acknowledges that, from and after the Effective Time
as successor to the Original Guarantor by operation of law, it will assume all
the obligations of the Original Guarantor under the Original Guarantee
Agreement.
<PAGE> 4
ARTICLE III
CONCERNING THE PREFERRED GUARANTEE TRUSTEE
SECTION 3.1 POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.
(a) This Agreement shall be held by the Preferred Guarantee Trustee for the
benefit of the Holders of the Preferred Securities, and the Preferred Guarantee
Trustee shall not transfer this Agreement to any Person except a Holder of
Preferred Securities exercising his or her rights pursuant to Section 5.4(b) of
the Original Guarantee or to a Successor Preferred Guarantee Trustee on
acceptance by such Successor Preferred Guarantee Trustee of its appointment to
act as Successor Preferred Guarantee Trustee. The right, title and interest of
the Preferred Guarantee Trustee shall automatically vest in any Successor
Preferred Guarantee Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Preferred Guarantee Trustee.
(b) With respect to the guarantee being provided by the Additional
Guarantor in this Agreement, the Preferred Guarantee Trustee shall have all of
the powers and duties set out in Section 3.1 of the Original Guarantee
Agreement.
SECTION 3.2 CERTAIN RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE.
Subject to the provisions of Section 3.1, the Preferred Guarantee Trustee
shall have the same rights with respect to the guarantee provided by the
Additional Guarantor as are set out in Section 3.2 of the Original Guarantee
Agreement.
ARTICLE IV
THE ADDITIONAL GUARANTEE
SECTION 4.1 ADDITIONAL GUARANTEE.
From and after the Effective Time, the Additional Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by the Issuer, the Original
Guarantor, or the Successor Guarantor), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert
(the "Additional Guarantee"). The Additional Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Original Guarantor to the Holders or by causing the Issuer or the Successor
Guarantor to pay such amounts to the Holders.
SECTION 4.2 WAIVER OF NOTICE AND DEMAND.
The Additional Guarantor hereby waives notice of acceptance of this
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer,
the Successor Guarantor or any other Person before proceeding against the
Additional Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.
SECTION 4.3 OBLIGATIONS NOT AFFECTED.
The obligations, covenants, agreements and duties of the Additional
Guarantor under this Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;
2
<PAGE> 5
(b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Repayment Price, Liquidation Distribution or any
other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions, Repayment Price, Liquidation Distribution or other sum
payable that results from the extension of any interest payment period on the
Debentures or any extension of the maturity date of the Debentures permitted by
the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;
(e) any invalidity of, or defect or deficiency in, the Preferred
Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 4.3 that the obligations of the Additional Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Additional Guarantor with respect to the happening of any of the
foregoing.
SECTION 4.4 RIGHTS OF HOLDERS.
(a) The Holders of a Majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting of
any proceeding for any remedy available to the Preferred Guarantee Trustee in
respect of this Agreement or exercising any trust or power conferred upon the
Preferred Guarantee Trustee under this Agreement;
(b) If the Preferred Guarantee Trustee fails to enforce this Agreement, any
Holder of Preferred Securities may institute a legal proceeding directly against
the Additional Guarantor to enforce its rights under this Agreement, without
first instituting a legal proceeding against the Issuer, the Successor
Guarantor, the Preferred Guarantee Trustee or any other Person. Notwithstanding
the foregoing, if the Additional Guarantor has failed to make a Guarantee
Payment, a holder of Preferred Securities may directly institute a proceeding
against the Additional Guarantor for enforcement of the Additional Guarantee for
such payment. The Additional Guarantor waives any right or remedy to require
that any action on this Agreement be brought first against the Issuer, the
Successor Grantor or any other person or entity before proceeding directly
against the Additional Guarantor.
SECTION 4.5 GUARANTEE OF PAYMENT.
This Agreement creates a guarantee of payment and not of collection.
SECTION 4.6 SUBROGATION.
The Additional Guarantor shall be subrogated to all rights, if any, of the
Holders of Preferred Securities against the Issuer in respect of any amounts
paid to such Holders by the Additional Guarantor under this Preferred Securities
Guarantee; provided, however, that the Additional Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any right that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement. If any amount shall be paid to the Additional Guarantor in
violation of the preceding sentence,
3
<PAGE> 6
the Additional Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.
SECTION 4.7 INDEPENDENT OBLIGATIONS.
The Additional Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities, and that the Additional Guarantor shall be liable as principal and
as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 4.3 hereof.
ARTICLE V
SUBORDINATION
SECTION 5.1 RANKING.
This Preferred Securities Guarantee will constitute an unsecured obligation
of the Additional Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Additional Guarantor except those
liabilities of the Additional Guarantor made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Additional Guarantor and with any guarantee now or
hereafter entered into by the Additional Guarantor in respect of any preferred
or preference stock of any Affiliate of the Additional Guarantor, and (iii)
senior to the Additional Guarantor's common stock.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 RATIFICATION OF ORIGINAL GUARANTEE AGREEMENT AND THIS AGREEMENT.
The Original Guarantee Agreement, as supplemented by this Agreement, is in
all respects ratified and confirmed, and this Agreement shall be deemed part of
the Original Guarantee Agreement in the manner and to the extent herein and
therein provided.
SECTION 6.2 PREFERRED GUARANTEE TRUSTEE NOT RESPONSIBLE FOR
RECITALS.
The recitals herein contained are made by the Original Guarantor, the
Successor Guarantor and the Additional Guarantor and not by the Preferred
Guarantee Trustee, and the Preferred Guarantee Trustee assumes no responsibility
for the correctness thereof. The Preferred Guarantee Trustee makes no
representation as to the validity or sufficiency of this Agreement.
SECTION 6.3 TERMINATION.
This Agreement shall terminate upon (i) full payment of the Repayment Price
of all Preferred Securities, (ii) upon the distribution of the Debentures to the
Holders of all of the Preferred Securities or (iii) upon full payment of the
amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Additional Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
Holder of Preferred Securities must restore payment of any sums paid under the
Preferred Securities or under this Preferred Securities Guarantee.
4
<PAGE> 7
SECTION 6.4 SUCCESSORS AND ASSIGNS.
All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Additional
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding.
SECTION 6.5 AMENDMENTS.
Except with respect to any changes that do not adversely affect the rights
of Holders (in which case no consent of Holders will be required), this
Agreement may only be amended with the prior approval of the Holders of at least
a Majority in liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions
to the date upon which the voting percentages are determined) of all the
outstanding Preferred Securities. The provisions of Section 12.2 of the
Declaration with respect to meetings of Holders of the Securities apply to the
giving of such approval.
SECTION 6.6 NOTICES.
All notices provided for in this Agreement shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:
(a) If given to the Preferred Guarantee Trustee, at the Preferred Guarantee
Trustee's mailing address set forth in the Original Guarantee;
(b) If given to the Additional Guarantor, at the Additional Guarantor's
mailing address set forth below (or such other address as the Additional
Guarantor may give notice of to the Holders of the Preferred Securities):
Treasurer
3075 Sanders Road, Suite G2H
Northbrook, Illinois, 60062-7127
(c) If given to any Holder of Preferred Securities, at the address set
forth on the books and records of the Issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.
SECTION 6.7 BENEFIT.
This Additional Guarantee is solely for the benefit of the Holders of the
Preferred Securities and, subject to Section 3.1(a), is not separately
transferable from the Preferred Securities.
SECTION 6.8 GOVERNING LAW.
This Agreement shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York.
SECTION 6.9 SEPARABILITY.
In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, but this Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.
5
<PAGE> 8
SECTION 6.10 COUNTERPARTS.
This Agreement may be executed in any number of counterparts each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.
SECTION 6.11 EFFECTIVENESS.
This Agreement shall become a legally effective and binding instrument upon
the later of (i) execution and delivery hereof by all parties hereto, and (ii)
the Effective Time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
By: /s/ T. O'NEAL DOUGLAS
------------------------------------
Name: T. O'Neal Douglas
Title: Chairman and CEO
THE ALLSTATE CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Preferred Guarantee Trustee
By: /s/ JANICE OTT ROTUNNO
------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
6
<PAGE> 1
EXHIBIT 4.3.5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUPPLEMENTAL PLEDGE AGREEMENT
DATED AS OF OCTOBER 29, 1999
AMONG
THE ALLSTATE CORPORATION,
A.P.L. ACQUISITION CORPORATION,
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
AND
THE CHASE MANHATTAN BANK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS......................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS................................... 2
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.................................... 2
SECTION 2.3. ACCEPTANCE BY PURCHASE CONTRACT AGENT AND
COLLATERAL AGENT............................................ 3
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF SUPPLEMENTED PLEDGE AGREEMENT............... 3
SECTION 3.2. GOVERNING LAW............................................... 3
SECTION 3.3. SEPARABILITY................................................ 3
SECTION 3.4. COUNTERPARTS................................................ 4
SECTION 3.5. EFFECTIVENESS............................................... 4
</TABLE>
i
<PAGE> 3
SUPPLEMENTAL PLEDGE AGREEMENT, dated as of October 29, 1999 (the
"Supplemental Agreement") among The Allstate Corporation, a Delaware corporation
("Allstate"), A.P.L. Acquisition Corporation, a wholly-owned subsidiary of
Allstate and a Delaware corporation ("Merger Sub"), American Heritage Life
Investment Corporation, a Florida corporation ("AHLIC"), The Chase Manhattan
Bank, a New York banking corporation, not individually but solely as "Collateral
Agent" and "Securities Intermediary," as those terms are defined in the Pledge
Agreement among AHLIC, The Chase Manhattan Bank and The First National Bank of
Chicago, dated as of June 27, 1997 (the "Pledge Agreement"), and Bank One Trust
Company (successor in interest to the First National Bank of Chicago, a national
banking association), not individually but solely as the "Purchase Contract
Agent," as that term is defined in the Pledge Agreement.
WHEREAS, AHLIC, the Purchase Contract Agent and the Collateral Agent and
Securities Intermediary entered into the Pledge Agreement to, among other
things, authorize the pledge of the Preferred Securities by the Purchase
Contract Agent and provide for the undertaking of certain obligations by AHLIC;
WHEREAS, AHLIC intends to consummate a transaction involving the merger
(the "Merger") of AHLIC with and into Merger Sub, pursuant to the Agreement and
Plan of Merger and Reorganization among Allstate, Merger Sub and AHLIC dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, Section 9.1 of the Pledge Agreement authorizes AHLIC, the Purchase
Contract Agent and the Collateral Agent to enter into an amendment without the
consent of any Holders, to, among other things, evidence the succession of
another Person to AHLIC, and the assumption by any such successor of the
covenants of AHLIC, as well as to make changes that do not adversely affect the
interests of the Holders;
WHEREAS, AHLIC has furnished the Trustee with an Opinion of Counsel stating
that the Merger and this Supplemental Agreement (together with the Pledge
Agreement, the "Supplemented Pledge Agreement") comply with the Pledge Agreement
and that all conditions precedent in the Pledge Agreement provided for relating
to the Merger have been met; and
WHEREAS, pursuant to Section 9.3 of the Pledge Agreement, in signing this
Supplemental Agreement the Collateral Agent and the Purchase Contract Agent
shall be fully protected in relying upon an Opinion of Counsel stating that this
Supplemental Agreement is authorized or permitted by the Pledge Agreement.
NOW THEREFORE, in consideration of the premises Allstate, Merger Sub and
AHLIC covenant and agree with the Purchase Contract Agent and the Collateral
Agent and Securities Intermediary as follows:
ARTICLE I
DEFINITION
SECTION 1.1. DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Pledge Agreement has the same meaning when used
in this Supplemental Agreement;
(b) a term defined anywhere in this Supplemental Agreement has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
<PAGE> 4
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS.
(a) Merger Sub hereby expressly assumes, from and after the Effective Time,
as fully as if it had been an original party to the Pledge Agreement, all the
respective obligations of AHLIC under the Supplemented Pledge Agreement.
(b) From and after the Effective Time, pursuant to Sections 9.4 and 10.4 of
the Pledge Agreement, Merger Sub hereby succeeds, is substituted for and shall
possess and from time to time may exercise each and every right and power of,
the "Company" under the Pledge Agreement with the same effect as if Merger Sub
had been an original party to the Pledge Agreement. As of the Effective Time,
AHLIC is hereby forever released and discharged from all liabilities, covenants
or obligations under the Pledge Agreement.
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.
The parties hereby agree that, from and after the Effective Time, Allstate
shall hereby become a joint and several co-obligor and beneficiary with Merger
Sub (but not as a successor to AHLIC) with respect to payment obligations and
benefits under the Supplemented Pledge Agreement, and Allstate hereby agrees be
jointly and severally liable with Merger Sub for the obligations of Merger Sub,
as fully as if Allstate had been an original obligor.
SECTION 2.3. ACCEPTANCE BY PURCHASE CONTRACT AGENT AND COLLATERAL AGENT.
The Purchase Contract Agent and the Collateral Agent accept this
Supplemental Agreement and agree to perform the duties set out in the Purchase
Contract Agreement as hereby supplemented upon the terms and conditions set
forth in the Purchase Contract Agreement, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Purchase
Contract Agent and the Collateral Agent, which terms and provisions shall in
like manner define and limit its liabilities and responsibilities in the
performance of the duties created by the Purchase Contract Agreement as hereby
supplemented; and without limiting the generality of the foregoing, the Purchase
Contract Agent and the Collateral Agent shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by Allstate, Merger
Sub and AHLIC, or for or with respect to the validity or sufficiency of this
Supplemental Agreement or any of the terms or provisions hereof.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF SUPPLEMENTED PLEDGE AGREEMENT
The Pledge Agreement as supplemented by this Supplemental Agreement, is in
all respects ratified and confirmed, and this Supplemental Agreement shall be
deemed part of the Pledge Agreement in the manner and to the extent herein and
therein provided.
SECTION 3.2. GOVERNING LAW.
This Supplemental Agreement shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.
SECTION 3.3. SEPARABILITY.
In case any one or more of the provisions contained in this Supplemental
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall
2
<PAGE> 5
not affect any other provisions of this Supplemental Agreement, but this
Supplemental Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
SECTION 3.4. COUNTERPARTS.
This Supplemental Agreement may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
SECTION 3.5. EFFECTIVENESS.
This Supplemental Agreement shall become a legally effective and binding
instrument upon the later of (i) execution and delivery hereof by all parties
hereto and (ii) the Effective Time.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
By: /s/ T. O'NEAL DOUGLAS
------------------------------------
Name: T. O'Neal Douglas
Title: Chairman and CEO
THE ALLSTATE CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
By: /s/ JAMES P. ZILS
------------------------------------
Name: James P. Zils
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Purchase Contract Agent and as
attorney-in-fact
of the Holders from time to time of
the Securities
By: /s/ JANICE OTT ROTUNNO
------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
3
<PAGE> 6
THE CHASE MANHATTAN BANK
as Collateral Agent and Securities
Intermediary
By: /s/ LAURENCE J. O'BRIEN
------------------------------------
Name: Laurence J. O'Brien
Title: Vice President
4
<PAGE> 1
EXHIBIT 5.1
MICHAEL J. McCABE
Vice President and
General Counsel
Law and Regulation
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Ladies and Gentlemen:
I am Vice President and General Counsel of The Allstate Corporation, a Delaware
corporation ("Allstate"), and have acted as counsel to Allstate in connection
with the filing of a Registration Statement (the "Registration Statement") on
Form S-3 under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of up to 7,398,387 shares of Common Stock of Allstate.
In connection with this opinion, I have examined originals, or copies certified
or otherwise identified to my satisfaction, of such instruments, certificates,
records and documents, and have reviewed such questions of law, as I have
deemed necessary or appropriate for purposes of this opinion. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the
originals of such latter documents. As to any facts material to my opinion, I
have relied upon the aforesaid instruments, certificates, records and documents
and inquiries of Allstate representatives.
Based upon the foregoing examination, I am of the opinion that the shares to be
issued by Allstate under the Registration Statement have been duly authorized
and, when issued in the manner contemplated by the Registration Statement
(including the declaration and maintenance of the effectiveness of the
Registration Statement and the obtaining and maintenance of all requisite
regulatory and other approvals), will be validly issued, fully paid and
nonassessable.
I am a member of the Bar of the District of Columbia, and I do not express any
opinion herein concerning any law other than the federal law of the United
States, the law of the District of Columbia, and the corporate law of the State
of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" therein and in the related prospectus, and in any supplements thereto
or amendments thereof. My consent to such reference does not constitute a
consent under Section 7 of the Act, and in consenting to such reference I have
not certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
under the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ Michael J. McCabe
- --------------------------
Michael J. McCabe
[LETTERHEAD OF ALLSTATE CORPORATION]
<PAGE> 1
EXHIBIT 15
To the Board of Directors and Shareholders of
The Allstate Corporation:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim condensed
consolidated financial statements 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
January 31, 2000
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Allstate Corporation on Form S-3 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, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 31, 2000
