UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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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) May 4, 2005
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 May 4, 2005 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 May 4, 2005, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Goldman, Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and certain other underwriters named therein.
Pursuant to the Underwriting Agreement, the Company is issuing $800,000,000
principal amount of 5.55% Senior Notes Due 2035 (the "Securities") under a
Twelfth Supplemental Indenture, to be dated as of May 9, 2005 (the "Twelfth
Supplemental Indenture"). The Underwriting Agreement, the form of the Twelfth
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 Twelfth
Supplemental Indenture.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Number Description
1 Underwriting Agreement, dated as of May 4, 2005, between the
Company and Goldman, Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and certain other underwriters
4.1 Form of Twelfth 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
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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/ Mary J. McGinn
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Name: Mary J. McGinn
Title: Assistant Secretary
Dated: May 5, 2005
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INDEX TO EXHIBITS
Number Description
1 Underwriting Agreement, dated as of May 4, 2005, between the
Company and Goldman, Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and certain other underwriters
4.1 Form of Twelfth 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