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): November 26, 2001
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)
Page 1 of 49
Exhibit Index at page 4
Item 5. OTHER EVENTS
Certain exhibits are filed herewith in connection with the Prospectus Supplement
dated November 26, 2001 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 November 26, 2001, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Salomon Smith Barney Inc. and certain other
underwriters named therein. Pursuant to the Underwriting Agreement, the Company
is issuing $550,000,000 principal amount of 5.375% Senior Notes Due 2006 (the
"Securities") under a Seventh Supplemental Indenture, to be dated as of December
3, 2001 (the "Seventh Supplemental Indenture"). The Underwriting Agreement, the
form of the Seventh 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 Seventh Supplemental Indenture.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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1 Underwriting Agreement, dated as of November 26, 2001, between
the Company and Salomon Smith Barney Inc. and certain other
underwriters.
4.1 Form of Seventh 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.
Page 2 of 49
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: November 30, 2001
Page 3 of 49
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1 Underwriting Agreement, dated as of November 26, 2001, between
the Company and Salomon Smith Barney Inc. and certain other
underwriters.
4.1 Form of Seventh 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.
Page 4 of 49