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): February 27, 2014

 

THE ALLSTATE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

(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 3 – Securities and Trading Markets

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series E, par value $1.00 per share and liquidation preference $25,000 per share (the “Preferred Stock”) by The Allstate Corporation (the “Registrant”) on March 3, 2014, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to, or on parity with, the Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period.  The terms of the Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Preferred Stock, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Section 5 – Other Events

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 27, 2014, the Registrant filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock.  The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Section 8 – Other Events

 

Item 8.01. Other Events.

 

On March 3, 2013, the Registrant closed the public offering of 26,000,000 Depositary Shares, which were registered under the Registrant’s registration statement on Form S-3 (File No. 333-181059). The Representatives have an option to purchase an additional 3,900,000 Depositary Shares to cover over-allotments.

 

The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated March 3, 2014, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares; (ii) the Form of Preferred Stock Certificate; (iii) the Form of Depositary Receipt; and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(a)		Not applicable.
(b)		Not applicable.
(c)		Not applicable
(d)		Exhibits
3.1		Certificate of Designations with respect to the Preferred Stock of the Registrant, dated February 27, 2014.
4.1		Deposit Agreement, dated March 3, 2014, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.

 

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4.2		Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.1 above).
4.3		Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above).
5.1		Opinion of Willkie Farr & Gallagher LLP.
23.1		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

 

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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: March 3, 2014

 

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EXHIBIT INDEX

 

EXHIBIT NUMBER		EXHIBIT
3.1		Certificate of Designations with respect to the Preferred Stock of the Registrant, dated February 27, 2014.
4.1		Deposit Agreement, dated March 3, 2014, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.
4.2		Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.1 above).
4.3		Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above).
5.1		Opinion of Willkie Farr & Gallagher LLP.
23.1		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

 

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