UNITED STATES
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): August 11, 2004
(A) THE ALLSTATE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
(B) Delaware
(State or Other Jurisdiction of Incorporation)
1-11840 36-3871531
(Commission File Number) (I.R.S. Employer
Identification Number)
(847) 402-5000
(Registrant's Telephone Number, Including Area Code)
2775 Sanders Road, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip Code)
Not Applicable
(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 August 11, 2004 to the Prospectus dated August 27, 2003, filed as part of
the Registration Statement on Form S-3 (Registration No. 333-108253; declared
effective on September 22, 2003) 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 U.S. Bank National Association
(successor in interest to State Street Bank and 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 August 11, 2004, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with J.P. Morgan Securities Inc., Lehman Brothers Inc.
and Morgan Stanley & Co. Incorporated and certain other underwriters named
therein. Pursuant to the Underwriting Agreement, the Company is issuing
$650,000,000 principal amount of 5.00% Senior Notes Due 2014 (the "Securities")
under an Eleventh Supplemental Indenture, to be dated as of August 16, 2004 (the
"Eleventh Supplemental Indenture"). The Underwriting Agreement, the form of the
Eleventh 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
Eleventh Supplemental Indenture.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Underwriting Agreement, dated as of August 11, 2004, between the
Company and J.P. Morgan Securities Inc., Lehman Brothers Inc. and
Morgan Stanley & Co. Incorporated and certain other underwriters.
4.1 Form of Eleventh 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
A-2
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/ Samuel H. Pilch
----------------------
Name: Samuel H. Pilch
Title: Controller
Dated: August 13, 2004
A-3
INDEX TO EXHIBITS
Number Description
------ -----------
1 Underwriting Agreement, dated as of August 11, 2004, between the
Company and J.P. Morgan Securities Inc., Lehman Brothers Inc. and
Morgan Stanley & Co. Incorporated and certain other underwriters.
4.1 Form of Eleventh 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
A-4