SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 25, 1999
THE ALLSTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11840 36-3871531
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2775 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 402-5000
Page 1 of 6
Exhibit Index at page 4
Item 5. OTHER EVENTS
On October 25, 1999, the Registrant issued the press release attached
hereto as Exhibit 99.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99 Registrant's press release dated
October 25, 1999
Page 2 of 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE ALLSTATE CORPORATION
By s\ Emma M. Kalaidjian
Name: Emma M. Kalaidjian
Title: Assistant Secretary
October 25, 1999
Page 3 of 6
INDEX TO EXHIBITS
SEQUENTIAL
PAGE
NUMBER DESCRIPTION NUMBER
99 Registrant's press release dated 5
October 25, 1999
Page 4 of 6
Exhibit No. 99
The Allstate Corporation
NEWS
For more information:
Christine Hennessey
Allstate Media
Relations
847/402-9572
Larry Sonis
American Heritage Life
Media Relations
904/353-3911
EXCHANGE RATIO SET FOR ALLSTATE'S MERGER WITH
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
NORTHBROOK, Ill., Oct. 25, 1999 - The Allstate Corporation (NYSE: ALL) and
American Heritage Life Investment Corporation (NYSE: AHL) today announced that
the exchange ratio for American Heritage Life shares to be exchanged in the
previously announced merger betweeen American Heritage Life and a subsidiary of
Allstate has been set at 1.34973. A special meeting of shareholders of American
Heritage Life will be held on October 27,1999 to consider and vote on the
merger.
If the merger is approved by the shareholders of American Heritage Life, it
is expected that the merger will be effective on October 31, 1999. Based on that
assumption, each share of American Heritage Life common stock will be converted
into the right to receive $32.25 in cash, or exchanged for 1.34973 shares of
Allstate common stock, subject to proration, if elections to receive cash total
more than 50 percent of the total consideration. American Heritage Life
shareholders can also select a combination of shares and cash. A mailing
describing cash election procedures was sent to American Heritage Life's
shareholders in late September.
The Allstate Corporation is the nation's largest publicly held personal
lines insurance company. Its main business units include Allstate Personal
Property and Casualty, which provides insurance for more than 14 million
households and has approximately 15,500 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.
Page 5 of 6
American Heritage Life Investment Corporation is the parent of American
Heritage Life Insurance Company, a 42-year-old insurance company headquartered
in Jacksonville, FL, and licensed in 49 states, Puerto Rico, the District of
Columbia and the U.S. Virgin Islands. It markets ordinary life, individual
accident and health, annuities, group life, group accident and health, credit
life and credit health insurance through its approximately 7,500 licensed agents
and brokers.
###
Page 6 of 6