UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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) March 21, 2006
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
incorporation) number)
2775 Sanders Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (847) 402-5000
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section 8 - Other Events
Item 8.01. Other Events.
Certain exhibits are filed herewith in connection with the Prospectus Supplement
dated March 21, 2006 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 March 21, 2006, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with J.P. Morgan Securities 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
5.95% Senior Notes Due 2036 (the "Securities") under a Thirteenth Supplemental
Indenture, to be dated as of March 24, 2006 (the "Thirteenth Supplemental
Indenture"). The Underwriting Agreement, the form of the Thirteenth 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 Thirteenth
Supplemental Indenture.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Number Description
1 Underwriting Agreement, dated March 21, 2006, between the Company and
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and
certain other underwriters
4.1 Form of Thirteenth 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 LLP
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
(registrant)
By: /s/ Jennifer M. Hager
-----------------------------------------------
Name: Jennifer M. Hager
Title: Assistant Secretary
Dated: March 23, 2006
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INDEX TO EXHIBITS
Number Description
1 Underwriting Agreement, dated March 21, 2006, between the Company and
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and
certain other underwriters
4.1 Form of Thirteenth 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 LLP
4