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): May 28, 2003
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 May 28, 2003 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 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 28, 2003, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and certain other underwriters named therein.
Pursuant to the Underwriting Agreement, the Company is issuing $400,000,000
principal amount of 5.350% Senior Notes Due 2033 (the "Securities") under a
Tenth Supplemental Indenture, to be dated as of June 2, 2003 (the "Tenth
Supplemental Indenture"). The Underwriting Agreement, the form of the Tenth
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 Tenth
Supplemental Indenture.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
1 Underwriting Agreement, dated as of May 28, 2003, between the
Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and certain other underwriters.
4.1 Form of Tenth 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
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Name: Emma M. Kalaidjian
Title: Assistant Secretary
Dated: May 29, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Underwriting Agreement, dated as of May 28, 2003, between the
Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and certain other underwriters.
4.1 Form of Tenth 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