As filed with the Securities and Exchange Commission on
November 14, 1996 Registration No.333-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
THE ALLSTATE CORPORATION
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3871531
(State of Incorporation) (I.R.S. Employer Identification No.)
2775 Sanders Road
Northbrook, Illinois 60062
(Address and Zip Code of principal executive offices)
-------------
THE ALLSTATE CORPORATION AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
-------------
ROBERT W. PIKE
Vice President, Secretary and General Counsel
The Allstate Corporation
2775 Sanders Road, F8
Northbrook, Illinois 60062
(847) 402-6075
(Name, address, and telephone number of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
=============================================================================
| Amount |Proposed |Proposed | |
Title of | to be |Maximum |Maximum |Amount of |
Securities | Registered |Offering Price |Aggregate |Registration|
| |Per Obligation |Offering Price |Fee |
- -----------------------------------------------------------------------------
Deferred | | | | |
Compensation |$4,000,000(2) | 100% |$4,000,000 (2) |$1,380.00 |
Obligations (1)| | | | |
| | | | |
- -----------------------------------------------------------------------------
(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 Amended and Restated Deferred
Compensation Plan For Non-Employee Directors.
(2) Calculated pursuant to Rule 457(h). 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 director participation. The maximum
aggregate offering price is based upon an estimate, solely for the purpose of
computing the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The document containing the information about The Allstate Corporation
Amended and Restated Deferred Compensation Plan For Non-Employee Directors (the
"Plan") specified in Part I of Form S-8 will be sent or given to eligible
directors as specified by Securities and Exchange Commission (the "Commission")
Rule 428(b)(1). Such document and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933. All such documents will be dated and maintained in a
"prospectus file" as required by SEC Rule 428(a) and will contain the following
legend in a conspicuous place as directed by SEC Rule 428(b)(1).
This document (or specifically designated portions of this document)
constitutes (constitute) part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Allstate Corporation ("Allstate"
or the "Company") with the Commission are incorporated in and made a part of
this Registration Statement by reference, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference: (1) Allstate's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; (2) Allstate's Current Reports on Form
8-K dated September 30 and October 8, 1996;(3) Allstate's Quarterly Reports on
Form 10-Q for the quarters ended March 31, June 30, and September 30, 1996; (4)
from the date of filing of such documents, all documents filed by Allstate with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.
ITEM 4: DESCRIPTION OF SECURITIES
Under the Plan, the Company provides directors of the Company who are
not officers or employees of the Company or its subsidiaries the opportunity to
enter into agreements for the deferral of all or any part of their compensation
as directors. The obligations of the Company under such agreements (the
"Obligations") will be unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan,
and will rank PARI PASSU with other unsecured and unsubordinated indebtedness of
the Company from time
4
to time outstanding. The Company's ability to pay its obligations, including the
Obligations described herein, is largely dependent upon the receipt of dividends
from the Company's subsidiary, Allstate Insurance Company, which are restricted
by Illinois insurance laws and regulations. Because the Company is a holding
company, the right of the Company, hence the right of creditors of the Company
(including participants in the Plan), to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Company itself as a creditor of the subsidiary
may be recognized.
The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by the participant.
Each Obligation will be payable on a date or dates selected by the participant
in accordance with the terms of the Plan. The Obligations will be indexed to one
or more of four indexes (Money Market funds; 90 day Dealer Commercial Paper; the
S&P 500 Index and a phantom stock account based on the performance of the
Company's common stock)individually chosen by each participant. Each
participant's Obligation will be adjusted to reflect interest and dividends on
securities in the selected indexes, including any appreciation or depreciation.
The Obligations will be denominated and be payable in United States dollars.
The participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by written will, or by the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participants. However,
the Company reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall adversely affect the right of
a participant to the balance of his or her deferred account as of the date of
such amendment or termination.
5
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Obligations being registered has been passed upon
by Joseph T. Kane, Counsel, Corporate Law Department of Allstate
Insurance Company, a wholly-owned subsidiary of the Company. Mr. Kane
is not eligible to participate in the Plan.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed action or suit if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a
6
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145. The Company maintains policies insuring its and its
subsidiaries' officers and directors against certain liabilities for actions
taken in such capacities, including liabilities under the Securities Act.
Article IV of the By-laws of the Company provides for indemnification
of the directors and officers of the Company to the fullest extent permitted by
law, as now in effect or later amended. In addition, the By-laws provide for
indemnification against expenses incurred by a director or officer to be paid by
the Company in advance of the final disposition of such action, suit or
proceeding; provided, however, that an advancement of expenses will be made only
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount unless it shall be ultimately determined that he is entitled
to be indemnified by the Company. The By-laws further provide for a contractual
cause of action on the part of directors and officers of the Company with
respect to indemnification claims which have not been paid by the Company.
The Company also 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 the Company.
Article Ninth of the Company's Restated Certificate of Incorporation
limits, to the fullest extent permitted by the DGCL as the same exists or may be
amended, the personal liability of the Company's directors to the Company or its
stockholders for monetary damages for a breach of their fiduciary duty as
directors. Section 102(b)(7) of the DGCL currently provides that such provisions
do not eliminate the liability of a director (i) for a breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL), or
7
(iv) for any transaction from which the director derived an improper
personal benefit.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on page E-1 of this Registration Statement, which Index is incorporated
herein by reference.
ITEM 9: UNDERTAKINGS
The Company 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;
(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;
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the
8
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
9
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cook County, State of Illinois, on November 12, 1996.
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 and Robert W.
Pike, and each of them, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
SIGNATURE TITLE DATE
/s/Jerry D. Choate Director, Chairman of the November 12, 1996
- ------------------
Jerry D. Choate Board of Directors, and
Chief Executive Officer
(Principal Executive Officer)
10
SIGNATURE TITLE DATE
/s/Thomas J. Wilson Vice President and November 12, 1996
- -------------------
Thomas J. Wilson Chief Financial Officer
(Principal Financial Officer)
/s/ Samuel H. Pilch Controller November 12, 1996
- -------------------
Samuel H. Pilch (Principal Accounting Officer)
/s/James G. Andress Director November 12, 1996
James G. Andress
/s/ Warren L. Batts Director November 12, 1996
- -------------------
Warren L. Batts
/s/ Edward A. Brennan Director November 12, 1996
- ---------------------
Edward A. Brennan
Director November 12, 1996
James M. Denny
/s/Christopher F. Edley Director November 12, 1996
Christopher F. Edley
/s/Michael A. Miles Director November 12, 1996
Michael A. Miles
/s/Nancy C. Reynolds Director November 12, 1996
Nancy C. Reynolds
/s/Mary Alice Taylor Director November 12, 1996
Mary Alice Taylor
11
Exhibit EXHIBIT INDEX Sequentially
Number Numbered Page
- ------ -------------
Description of Exhibit
----------------------
4 Text of The Allstate Corporation
Amended and Restated Deferred
Compensation Plan For Non-Employee
Directors.
5 Opinion of Joseph T. Kane.
15 Acknowledgement 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.
24 Power of Attorney (included in signature page).
28 Information from Reports Furnished to State
Insurance Regulatory Authorities (incorporated by
reference to Exhibit 28 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995, File No. 1-11840).
E-1
Exhibit 4
THE ALLSTATE CORPORATION
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
I. PURPOSE.
The purpose of this Plan is to offer non-employee members of the Board
of Directors of the Company the opportunity to defer receipt of cash
compensation to which they would otherwise be entitled for services
rendered as directors of the Company, as an incentive to their
continued participation as such directors. The amendment and
restatement of this Plan shall be effective as to Compensation earned
and Deferred Amounts credited on and after June 1, 1996.
II. DEFINITIONS.
A. "BENEFICIARY" shall mean the person or persons designated from time
to time in writing by a Participant to receive payments under the Plan
after the death of such Participant, or, in the absence of any such
designation or in the event that such designated person or persons
shall predecease such Participant, his estate.
B. "COMMON SHARE UNIT" shall mean a Deferred Amount which is converted
into a unit or fraction of a unit for purposes of the Plan by dividing
a dollar amount by the Fair Market Value of one share of the Company's
Common Stock.
C. "COMMON STOCK" shall mean the Common Stock, par value $.01 per
share, of the Company.
D. "COMPANY" shall mean The Allstate Corporation.
E. "COMPENSATION" shall mean cash payments which the Participant would
otherwise receive from the Company for services rendered as a
Non-Employee Director, including retainer fees and meeting fees.
F. "DEFERRED AMOUNT" shall mean an amount of Compensation deferred
under the Plan and carried during the deferral period in any Account
provided for in the Plan.
G. "DISTRIBUTION DATE" shall mean the date designated by a Participant
in the Notice of Election form for commencement of distribution of
Accounts.
H. "DIVIDEND EQUIVALENT" shall mean an amount equal to the cash
dividend paid on one share of the Company's Common Stock credited to
an Account for each Common Share Unit credited to such Account.
I. "FAIR MARKET VALUE" as of any applicable date shall be the mean
between the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange Composite Tape or, if no such
reported sale of the Common Stock shall have occurred on such date, on
the next succeeding date on which there was such a reported sale.
J. "HARDSHIP" shall mean an emergency or unexpected situation in the
Participant's financial affairs including, but not limited to, illness
or accident involving the Participant or his/her dependents which, in
the opinion of the Compensation and Nominating Committee of the Board
of Directors of the Company, presents a severe economic difficulty to
the Participant, due to which a distribution of the balance of any
Account (as defined below) other than a Common Share Unit Account (a
"Non-CSU Account") is appropriate.
K. "NON-EMPLOYEE Director" shall mean any member of the Board of
Directors of the Company who is not an officer or employee of the
Company or any of its Subsidiaries.
L. "NOTICE OF ELECTION" shall mean a notice in writing signed by a
Non-Employee Director which specifies the type and amount of
Compensation to be deferred (or to be discontinued from deferral), the
Account or Accounts to which any Deferred Amount is to be credited,
the date and manner of distribution of any Deferred Amount and such
other information as may be requested by the Company.
M. "PARTICIPANT" shall mean any Non-Employee Director who elects to
defer any amount of Compensation under the Plan.
N. "PLAN" shall mean The Allstate Corporation Amended and Restated
Deferred Compensation Plan for Non-Employee Directors.
O. "S&P 500 INDEX" shall mean the Standard & Poor's 500 Composite
Stock Price Index which is a market value-weighted index consisting of
500 common stocks of large U.S. domiciled companies selected by
Standard and Poor's Corporation ("S&P") through a detailed screening
process starting on a macro-economic level and working toward a
micro-economic level dealing with company specified information such
as market value, industry group classification, capitalization and
trading activity. S&P's primary objective for the S&P index is to
represent the segment of the U.S. equity securities markets consisting
of large market capitalization stocks. However, companies are not
selected by S&P for inclusion because
2
they are expected to have superior stock price performance relative to
the market in general or other stocks in particular.
P. "SECRETARY" shall mean the duly elected Secretary of the Company.
Q. "SUBSIDIARY" means any partnership, corporation, association,
limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by the Company or
one or more of the other Subsidiaries of the Company or a combination
thereof, or (ii) if a partnership, association, limited liability
company, joint stock company, trust, joint venture, unincorporated
organization or other business entity, a majority of the partnership
or other similar equity ownership interest thereof is at the time
owned or controlled, directly or indirectly, by the Company or one or
more Subsidiaries of the Company or a combination thereof. For
purposes hereof, the Company or a Subsidiary shall be deemed to have a
majority ownership interest in a partnership, association, limited
liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity if the Company or
such Subsidiary shall be allocated a majority of partnership,
association, limited liability company, joint stock company, trust,
joint venture, unincorporated organization or other business entity
gains or losses or shall be or control the managing director, the
trustee, the manager or the general partner of such partnership,
association, limited liability company, joint stock company, trust,
joint venture, unincorporated organization or other business entity.
III. ELECTION TO DEFER COMPENSATION.
Each Non-Employee Director may elect to defer the payment of all or any
part of his or her Compensation into a specified Account by executing
and delivering to the Secretary a Notice of Election. Subject to the
next sentence, an election to defer payment of Compensation shall
continue in effect with respect to all future Compensation until
revoked or revised by the execution and delivery to the Secretary of a
subsequent Notice of Election. Each Notice of Election (whether initial
or subsequent) shall be effective only as to Compensation payable on or
after the first day of the month following the month in which such
Notice of Election is received by the Secretary; provided, that if such
Notice of Election is received less than 30 days prior to the date on
which any such Compensation is payable, then such election shall be
effective only as to Compensation payable on or after the first day of
the next month following such date.
IV. TREATMENT OF DEFERRED AMOUNTS.
The Company shall establish on its books the necessary accounts
("Account" or collectively, "Accounts") to accurately reflect the
Company's liability to each Participant. To each Account shall be
credited, as applicable, Deferred Amounts, Dividend Equivalents, and
interest. Payments to the
3
Participant or amounts transferred to another Account under the Plan
shall be debited to the appropriate Account.
A. ACCOUNT #1 - INTEREST-BEARING ACCOUNT. Compensation deferred into
an Interest-Bearing Account shall be credited to the Account on the
same date when it would otherwise be payable to the Participant.
Deferred Amounts carried in this Account shall earn interest from the
date of credit to the date of payment. On the last day of each
calendar month, interest at a rate equal to one-twelfth of the per
annum interest rate as reported for Dealer Commercial Paper - 90 day
in THE WALL STREET JOURNAL for the first business day of such month
shall be credited to the amounts previously accrued in each Account
for the period from and including the first day of such month to and
including the last day of such month.
B. ACCOUNT #2 - COMMON SHARE UNIT ACCOUNT. Compensation deferred into
a Common Share Unit Account shall be credited to the Account on the
same date when it would otherwise by payable to the Participant. Such
Deferred Amounts shall be converted into a number of Common Share
Units on the date credited to the Account by dividing the Deferred
Amount by the Fair Market Value on such date. If Common Share Units
exist in a Participant's Account on a dividend record date for the
Company's common shares, Dividend Equivalents shall be credited to the
Participant's Account on the related dividend payment date, and shall
be converted on such date into the number of Common Share Units which
could be purchased with the amount of Dividend Equivalents so
credited.
In the event of any change in the Company's common shares outstanding,
by reason of any stock split or dividend, recapitalization, merger,
consolidation, combination or exchange of stock or similar corporate
change, the Secretary shall make such equitable adjustments, if any,
by reason of any such change, deemed appropriate in the number of
Common Share Units credited to each Participant's Account. No Common
Stock shall be issued or issuable at any time in connection with any
Common Share Unit Account.
C. ACCOUNT #3 - S&P 500 INDEX ACCOUNT. Compensation deferred into the
S&P 500 Index Account shall be credited to the Account on the same
date when it would otherwise by payable to the Participant. On the
last day in each calendar month the amounts in the Participant's
Account shall be adjusted by a percentage factor based on the total
return (including dividends) of the S&P 500 Index from the date the
amounts were credited to the Account for amounts credited during such
month or from the last day of the preceding month for amounts in the
Account on such day. Similar adjustments shall also be made on any
date the Account is debited by reason of any transfer of an amount to
another Account or distribution to the Participant. In the event that
the S&P 500 Index is not published for any date referred to above, the
S&P 500 Index for the closest day preceding such date for which such
Index is published shall be used.
4
D. ACCOUNT #4 - MONEY MARKET ACCOUNT. Compensation deferred into a
Money Market Account shall be credited to the Account on the same date
when it would otherwise be payable to the Participant. Deferred
Amounts credited to the Account shall earn additional amounts which
will be credited to the Account on the last day of each calendar month
based upon the average yield on the Dean Witter InterCapital Liquid
Asset Fund for such month, pro rata for the portion of such month when
such Deferred Amounts were carried in the Account.
E. TRANSFERS BETWEEN ACCOUNTS. Transfers between Non-CSU Accounts may
be made at any time requested by the Participant upon application to
the Secretary. No transfers may be made between a Common Share Unit
Account and any Non-CSU Account.
V. DISTRIBUTION.
A. Subject to Section V.C and, in the case of Non-CSU Accounts,
Section V.D, distribution of Accounts shall commence as of the
Distribution Date specified by the Participant in said Participant's
applicable Notice of Election form. Any such Distribution Date shall,
in the case of Common Share Units and Dividend Equivalents in Common
Share Unit Accounts, be no earlier than six months after the date on
which such Common Share Units or Dividend Equivalents were credited to
such Accounts, and shall in the case of any Account be no later than
one year after the Participant's termination from the Board of
Directors of the Company. The Participant may revise the terms of
distribution of the Participant's Non-CSU Accounts by submitting a
revised Notice of Election, provided that (i) the revised Notice of
Election form shall be filed by the Participant with the Secretary not
later than twelve months prior to the Participant's normal retirement
date from the Board of Directors of the Company, and (ii) in any
event, distribution of the Participant's Non-CSU Accounts shall not
commence earlier than twelve months after the Participant's revised
Notice of Election form is filed with the Secretary. The Participant
may not revise any terms of distribution of any Deferred Amounts
credited to the Participant's Common Share Unit Account.
B. Subject to Section V.C and, in the case of Non-CSU Accounts,
Section V.D, payment of the amount in each Account (whether a Common
Share Unit Account or a Non-CSU Account) shall be either in the form
of a lump sum or in annual installments over a period of years not to
exceed ten (10) years as selected by the Participant in the applicable
Notice of Election form. The amount of any installment payment shall
be determined by multiplying the amount to which the Participant would
be entitled as a lump sum on the installment date by a fraction, the
numerator of which is one and the denominator of which is the number
of remaining unpaid installments.
C. In the event of the Participant's death or disability prior to the
Distribution Date or after annual installments to the Participant have
commenced but before full distribution has been made, the then
remaining balance in each Account shall be paid in a lump-sum to the
Beneficiary or contingent Beneficiary designated in the Notice of
Election form, or to the
5
estate of the deceased Participant if there is no surviving
Beneficiary or contingent Beneficiary. In either such event the lump
sum payment shall be valued as of the first day of the month following
the Participant's date of death. A Participant may change the
Beneficiary or contingent Beneficiary from time to time by filing with
the Secretary a written notice of such change; provided, however, that
no such notice of change of Beneficiary shall be effective unless it
had been received by the Secretary prior to the date of the
Participant's death.
D. Upon demonstration of Hardship by the Participant to the
Compensation and Nominating Committee of the Board of Directors of the
Company, distribution of a Participant's Non- CSU Account, or the
remaining balance of any unpaid installments, as the case may be, may
be made in a lump sum. No distribution of any Participant's Common
Share Unit Account may be made in connection with any Hardship.
VI. MISCELLANEOUS.
A. The Board of Directors of the Company may amend or terminate the
Plan at any time; however, any amendment or termination of the Plan
shall not affect the rights of Participants or Beneficiaries to
payment, in accordance with Section V of the Plan, of amounts credited
to Participants' Accounts at the time of such amendment or
termination. The Board of Directors of the Company and the Secretary
may in their discretion prescribe such provisions and interpretations
of the Plan as they shall deem necessary or advisable. Expenses of the
Plan shall be borne by the Company and its Subsidiaries.
B. The Plan does not create a trust in favor of a Participant, a
Participant's designated Beneficiary or Beneficiaries, or any other
person claiming on a Participant's behalf, and the obligation of the
Company is solely a contractual obligation to make payments due
hereunder. In this regard, the balance in any Account shall be
considered a liability of the Company and a Participant's right
thereto shall be the same as any unsecured general creditor of the
Company. Neither a Participant nor any other person shall acquire any
right, title, or interest in or to any amount outstanding to a
Participant's credit under the Plan other than the actual payment of
such portions thereof in accordance with the terms of the Plan.
C. No right or benefit under or interest in the Plan shall be
transferable by a Participant, other than by will or the laws of
descent and distribution or to a revocable inter vivos trust in which
such participant is sole settlor, trustee and beneficiary.
D. Construction of the Plan shall be governed by the laws of Delaware.
E. The terms of the Plan shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of
all parties in interest.
6
F. The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.
G. Any amount payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be
deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such
person, and such payment shall fully discharge the Company and the
Board of Directors with respect thereto.
H. Neither the Plan nor any action taken hereunder shall be construed
as giving any Non- Employee Director any right to be retained in the
service of the Company.
7
Exhibit 5
THE ALLSTATE CORPORATION
------------------------
2775 Sanders Road
Northbrook, Illinois
60062-6127
------------------------
Joseph T. Kane
Counsel
November 12, 1996
The Allstate Corporation
Allstate Plaza
Northbrook, IL 60062
Ladies and Gentlemen:
A Registration Statement on Form S-8 ("Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register $4,000,000 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
the future in accordance with the terms of The Allstate Corporation Amended and
Restated Deferred Compensation Plan For Non-Employee Directors (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,
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 subsidiary for the periods ended
March 31, June 30 and September 30, 1996 and 1995, as indicated in our reports
dated May 13, 1996, August 14, 1996, and November 13, 1996, 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, June 30 and
September 30, 1996, 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 14, 1996
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Allstate Corporation on Form S-8 of our reports dated March 1, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
The Allstate Corporation for the year ended December 31, 1995.
Deloitte & Touche LLP
Chicago, Illinois
November 14, 1996
