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EX-1.1 - EX-1.1 - ALLSTATE CORPa13-20309_3ex1d1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 23, 2013

 

 

THE ALLSTATE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware

 

1-11840

 

36-3871531

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2775 Sanders Road, Northbrook, Illinois

 

 60062

(Address of Principal Executive Offices)

 

(Zip Code)

 

(847) 402-5000

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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.

 

On September 23 , 2013, The Allstate Corporation (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to the offer and sale by the Registrant of an aggregate of 14,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of the Registrant’s Fixed Rate Noncumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $25,000 per share (the “Series C Preferred Stock”).  The Depositary Shares and Series C Preferred Stock were registered under the Registrant’s registration statement on Form S-3 (File No. 333-181059).  The Underwriters were granted an option to purchase an additional 2,100,000 Depositary Shares to cover over-allotments.

 

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the terms of such agreement, which is filed hereto as Exhibit 1.1, and incorporated herein by reference.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(a)         Not applicable.

 

(b)         Not applicable.

 

(c)          Not applicable

 

(d)         Exhibits

 

1.1       Underwriting Agreement, dated as of September 23, 2013, among the Registrant and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein.

 

 

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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 hereunto duly authorized.

 

 

THE ALLSTATE CORPORATION

 

 

 

 

By:

/s/ Jennifer M. Hager

 

Name:

Jennifer M. Hager

 

Title:

Vice President, Assistant General
Counsel and Assistant Secretary

 

Date: September 25, 2013

 

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EXHIBIT INDEX

 

EXHIBIT NUMBER

 

EXHIBIT

 

 

 

1.1

 

Underwriting Agreement, dated as of September 23, 2013, among the Registrant and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein.

 

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