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

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Start Preamble 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”).

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 Start Printed Page 8753listing 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]

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.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Jonathan G. Katz,


End Signature End Preamble


[FR Doc. 00-4149 Filed 2-18-00; 8:45 am]