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): December 12, 2002
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 No.)
organization)
2775 Sanders Road
Northbrook, Illinois 60062
--------------------------------------------------------------------------------
(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 December 12, 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 December 12, 2002, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Banc One Capital Markets, Inc., UBS Warburg LLC
and certain other underwriters named therein. Pursuant to the Underwriting
Agreement, the Company is issuing $250,000,000 principal amount of 6.125% Senior
Notes Due 2032 (the "Securities") under a Ninth Supplemental Indenture, to be
dated as of December 17, 2002 (the "Ninth Supplemental Indenture"). The
Underwriting Agreement, the form of the Ninth 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 Ninth Supplemental Indenture.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Underwriting Agreement, dated as of December 12, 2002, between
the Company and Banc One Capital Markets, Inc., UBS Warburg LLC
and certain other underwriters.
4.1 Form of Ninth 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/ Emma M. Kalaidjian
-------------------------------------
Name: Emma M. Kalaidjian
Title: Assistant Secretary
Dated: December 13, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Underwriting Agreement, dated as of December 12, 2002, between
the Company and Banc One Capital Markets, Inc., UBS Warburg LLC
and certain other underwriters.
4.1 Form of Ninth 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