SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): February 14, 2002
THE ALLSTATE CORPORATION
(Exact name of Registrant as Specified in Charter)
Delaware 1-11840 36-3871531
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
2775 Sanders Road
Northbrook, Illinois 60062
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(Address of Principal Executive Offices) Zip
Registrant's telephone number, including area code: (847) 402-5000
N/A
(Former Name or Former Address if Changed Since Last Report)
Item 5. OTHER EVENTS
Certain exhibits are filed herewith in connection with the Prospectus Supplement
dated February 14, 2002 to the Prospectus dated June 19, 2000, filed as part of
the Registration Statement on Form S-3 (Registration No. 333-39640; declared
effective on June 30, 2000) filed by The Allstate Corporation (the "Company")
with the Securities and Exchange Commission covering Debt Securities issuable
under an Indenture relating to Senior Debt Securities, dated as of December 16,
1997, between the Company and State Street Bank & Trust Company as amended by
the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth
Supplemental Indenture dated as of June 12, 2000.
On February 14, 2002, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Lehman Brothers Inc. and certain other
underwriters named therein. Pursuant to the Underwriting Agreement, the Company
is issuing $350,000,000 principal amount of 6.125% Senior Notes Due 2012 (the
"Securities") under an Eighth Supplemental Indenture, to be dated as of February
20, 2002 (the "Eighth Supplemental Indenture"). The Underwriting Agreement, the
form of the Eighth Supplemental Indenture and an opinion of counsel are filed as
exhibits hereto. The form of the Securities is included as Exhibit A to the form
of the Eighth Supplemental Indenture.
The Company is also making available the unaudited financial data presented
below:
As of December 31, 2001
(Unaudited, Dollars in millions)
Consolidated Financial Position Data:
Investments..................................................$ 79,876
Total assets...................................................109,175
Reserve for claims and claims expenses, contract
benefits and contractholder funds......................59,194
Debt:
Short-term................................................227
Long-term...............................................3,694
Mandatorily redeemable preferred securities
of subsidiary trusts......................................200
Shareholders' equity............................................17,196
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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1. Underwriting Agreement, dated as of February 14, 2002, between
the Company and Lehman Brothers Inc. and certain other
underwriters.
4.1. Form of Eighth Supplemental Indenture between the Company and the
Trustee, including the form of the Securities as Exhibit A.
5.1. Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
12. Computation of Earnings to Fixed Charges Ratio
SIGNATURE
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/ Samuel H. Pilch
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Name: Samuel H. Pilch
Title: Controller
Dated: February 15, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Underwriting Agreement, dated as of February 14, 2002, between
the Company and Lehman Brothers Inc. and certain other
underwriters.
4.1. Form of Eighth Supplemental Indenture between the Company and the
Trustee, including the form of the Securities as Exhibit A.
5.1. Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
12. Computation of Earnings to Fixed Charges Ratio