[Federal Register Volume 65, Number 35 (Tuesday, February 22, 2000)]
[Notices]
[Pages 8752-8753]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-4149]


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SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application To Withdraw From Listing 
and Registration (American Heritage Life Investment Corporation, FELINE 
PRIDES); File No. 1-7255

February 15, 2000.
    American Heritage Life Investment Corporation (``Company'') has 
filed an application with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 12(d) of the Securities Exchange 
Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) promulgated thereunder,\2\ 
to withdraw its FELINE PRIDES (``PRIDES'') from listing and 
registration on the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The PRIDES were issued by the Company and its wholly owned 
subsidiary, AHL Financing, a Delaware business trust, and were listed 
for trading on the NYSE pursuant to a registration statement on Form 8-
A which became effective on June 23, 1997. Trading in the PRIDES 
commenced on the NYSE at the opening of business on June 24, 1997, 
subject to official notice of issuance.
    In October 1999, the Company was merged with and into a subsidiary 
of The Allstate Corporation (``Allstate''). This Allstate subsidiary 
became the successor obligor on the PRIDES and successor registrant 
with the Commission, changing its name to ``American Heritage Life 
Investment Corporation.'' In connection with the merger, Allstate 
became a co-obligor and guarantor with respect to the obligations of 
the Company under the PRIDES. In addition, as required by the terms of 
the PRIDES' purchase contract agreement, Allstate agreed to issue its 
common stock upon settlement of the PRIDES' purchase contracts. The 
purchase contracts are scheduled to settle in August 2000. The common 
stock of Allstate issued on settlement of the purchase contracts will 
be listed on the NYSE.
    In making the decision to withdraw its PRIDES from listing and 
registration a this time, the Company has stated its wish to eliminate 
the costs associated with both continued listing and its related 
reporting requirements. As required by the Act, Allstate files with the 
Exchange and the Commission periodic reports containing consolidated 
financial statements which include the Company's results. Although 
Allstate does not intend to list the PRIDES on another exchange, the 
Company does not believe that its determination to withdraw the PRIDES 
from listing and registration on the NYSE will affect an investor's 
ability to trade them in the over-the-counter market.
    The Company has stated in its application to the Commission that it 
has complied with the requirements of NYSE Rule 500 and that the 
Exchange has indicated it will not interpose any objection to the 
withdrawal of the PRIDES.
    This application relates solely to the withdrawal from listing and 
registration of the Company's PRIDES and shall have no effect upon the 
continued

[[Page 8753]]

listing and registration of Allstate's common stock on the NYSE. By 
reason of Section 12(b) of the Act \3\ and the rules and regulations of 
the Commission thereunder, Allstate shall continue to be obligated to 
file reports with the Commission under Section 13 of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78m.
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    Any interested person may, on or before March 8, 2000, submit by 
letter to the Secretary of the Securities and Exchange Commission, 450 
Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether 
the application has been made in accordance with the rules of the 
Exchange and what terms, if any, should be imposed by the Commission 
for the protection of investors. The Commission, based on the 
information submitted to it, will issue an order granting the 
application after the date mentioned above, unless the Commission 
determines to order a hearing on the matter.


    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. 00-4149 Filed 2-18-00; 8:45 am]
BILLING CODE 8010-01-M