As filed with the Securities and Exchange Commission on November 14, 1997
Registration No. 33-99136
Securities and Exchange Commission
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE ALLSTATE CORPORATION
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3871531
(State of Incorporation) (I.R.S. Employer Identification No.)
Allstate Plaza
Northbrook, Illinois 60062
(Address and Zip Code of principal executive office)
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THE ALLSTATE CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the Plan)
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ROBERT W. PIKE
Vice President, Secretary and General Counsel
The Allstate Corporation
Allstate Plaza
Northbrook, Illinois 60062
(847) 402-6075
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Titles of Securities Registered Obligation Price Registration Fee
==================== ============= ================== ================== ================
Deferred Compensation
Obligations(1)
$20,000,000(2) 100% $20,000,000(2) $6,000.00(3)
===================== ============== ================== ================== ================
(1) The Deferred Compensation Obligations are unsecured obligations of The
Allstate Corporation to pay deferred compensation in the future in accordance
with the terms of the Allstate Corporation Deferred Compensation Plan.
(2) An indeterminate number of Deferred Compensation Obligations may be issued
by the Registrant under the Plan from time to time, based upon the level of
employee participation. The maximum aggregate offering price is based upon an
estimate, solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(h). Ten million dollars ($10,000,000) of
Deferred Compensation Obligations were registered under this registration
statement on November 8, 1995 and a registration fee was paid at that time. This
post-effective amendment registers an additional $20,000,000 of Deferred
Compensation Obligations, and the amount of the registration fee has been
computed with respect to the additional $20,000,000 of Deferred Compensation
Obligations.
INCORPORATION BY REFERENCE
The contents of the Registrant's Form S-8 registration statement filed
on November 8, 1995, Registration No. 33-99136 are incorporated herein by
reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this post-effective amendment on Form S-8 and has duly
caused this post-effective amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Cook County,
State of Illinois, on November 11, 1997.
THE ALLSTATE CORPORATION
By: /s/Robert W. Pike
-----------------
Name: Robert W. Pike
Title: Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Jerry D. Choate, Edward M. Liddy, Robert W. Pike
and Thomas J. Wilson, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Signature Title Date
/s/Jerry D. Choate Director, Chairman of the Board of Directors, November 11, 1997
- ------------------ and Chief Executive Officer
Jerry D. Choate (Principal Executive Officer)
/s/Thomas J. Wilson Vice President and Chief Financial Officer November 11, 1997
- -------------------
Thomas J. Wilson (Principal Financial Officer)
3
/s/Samuel H. Pilch Controller (Principal Accounting Officer) November 11, 1997
- ------------------
Samuel H. Pilch
/s/James G. Andress Director November 11, 1997
- -------------------
James G. Andress
/s/Warren L. Batts Director November 11, 1997
- ------------------
Warren L. Batts
/s/Edward A. Brennan Director November 11, 1997
- --------------------
Edward A. Brennan
/s/James M. Denny Director November 11, 1997
- -----------------
James M. Denny
/s/Christopher F. Edley Director November 11, 1997
- -----------------------
Christopher F. Edley
/s/Michael A. Miles Director November 11, 1997
- -------------------
Michael A. Miles
/s/Joshua I. Smith Director November 11, 1997
- ------------------
Joshua I. Smith
/s/Mary Alice Taylor Director November 11, 1997
- --------------------
Mary Alice Taylor
4
Exhibit EXHIBIT INDEX Sequentially
Number Numbered Page
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Description of Exhibit
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5 Opinion of Joseph T. Kane.
15 Acknowledgment of Deloitte & Touche LLP
regarding unaudited interim financial
information.
23(a) Consent of Joseph T. Kane (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
E-1
Exhibit 5
THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127
------------------------------------------------
Joseph T. Kane
Counsel
November 14, 1997
The Allstate Corporation
Allstate Plaza
Northbrook, IL 60062
Ladies and Gentlemen:
A post-effective amendment to Registration Statement No. 33-99136 on
Form S-8 ("Registration Statement") is being filed on or about the date of this
letter with the Securities and Exchange Commission to register an additional
$20,000,000 of Deferred Compensation Obligations (additional to the $10,000,000
of Deferred Compensation Obligations registered on November 8, 1995, pursuant to
the Registration Statement) which represent unsecured obligations of the Company
to pay deferred compensation in the future in accordance with the terms of The
Allstate Corporation Deferred Compensation Plan (the "Plan"). This opinion is
delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of
Incorporation of the Company as currently in effect, (iv) the By-laws of the
Company as currently in effect, and (v) resolutions of the Board of Directors of
the Company relating to the filing of the Registration Statement and related
matters. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such other
agreements, instruments, and documents of the Company, and have made such other
investigations, as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/Joseph T. Kane
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Joseph T. Kane
EXHIBIT 15
The Allstate Corporation:
Allstate Plaza
Northbrook, IL
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of The Allstate Corporation and subsidiaries for the periods ended
March 31, 1997 and 1996, June 30, 1997 and 1996 and September 30, 1997 and 1996,
as indicated in our reports dated May 14, 1997, August 13, 1997 and November 13,
1997, 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, 1997, June 30,
1997 and September 30, 1997, 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
November 13, 1997
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-99136 of The Allstate Corporation on Form
S-8 of our reports dated February 21, 1997, appearing in and incorporated by
reference in the Annual Report on Form 10-K of The Allstate Corporation for the
year ended December 31, 1996.
Deloitte & Touche LLP
Chicago, Illinois
November 13, 1997
