FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NUMBER 333-39640
REGISTRATION NUMBER 333-61817
P R O S P E C T U S S U P P L E M E N T
(TO PROSPECTUS DATED JUNE 19, 2000)
[LOGO]
$550,000,000
THE ALLSTATE CORPORATION
5.375% SENIOR NOTES DUE 2006
--------------
The notes will bear interest at the rate of 5.375% per year. Interest on the
notes is payable on June 1 and December 1 of each year, beginning on June 1,
2002. The notes will mature on December 1, 2006. We may redeem some or all of
the notes at any time at the redemption prices discussed under the caption
"Description of the Notes--Optional Redemption."
The notes will be senior obligations of our company and will rank equally
with all of our other existing and future senior unsecured and unsubordinated
indebtedness.
--------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
--------------
PER SENIOR NOTE TOTAL
--------------- ------------
Public Offering Price....................................... 99.672% $548,196,000
Underwriting Discount....................................... 0.600% $ 3,300,000
Proceeds to The Allstate Corporation (before expenses)...... 99.072% $544,896,000
Interest on the notes will accrue from December 3, 2001 to the date of
delivery.
--------------
The underwriters expect to deliver the notes to purchasers on or about
December 3, 2001.
--------------
SALOMON SMITH BARNEY BNY CAPITAL MARKETS, INC.
---------
BANC OF AMERICA SECURITIES LLC
JPMORGAN
WACHOVIA SECURITIES
---------
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
MERRILL LYNCH & CO.
SUNTRUST ROBINSON HUMPHREY
UBS WARBURG
November 26, 2001
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
--------
The Allstate Corporation.................................... S-1
Use of Proceeds............................................. S-1
Capitalization.............................................. S-2
Selected Consolidated Financial Information................. S-3
Description of the Notes.................................... S-4
Underwriting................................................ S-9
Legal Opinions.............................................. S-10
PROSPECTUS
Where You Can Find More Information......................... 2
The Allstate Corporation Filings............................ 3
Special Note Regarding Forward-Looking Statements........... 4
The Allstate Corporation.................................... 4
About the Trusts............................................ 5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends............... 6
Use of Proceeds............................................. 6
Description of Debt Securities.............................. 6
Description of Debt Warrants................................ 20
Description of Preferred Stock.............................. 21
Description of Trust Preferred Securities................... 23
Description of Preferred Securities Guarantees.............. 25
Plan of Distribution........................................ 28
Legal Opinion............................................... 29
Experts..................................................... 29
i
THE ALLSTATE CORPORATION
The Allstate Corporation is a holding company that conducts most of its
business through its subsidiaries Allstate Insurance Company, or AIC, and
Allstate Life Insurance Company. The Allstate Corporation is the nation's
largest publicly held personal lines insurance company and the second largest
personal property and casualty insurer. Our main business segments include
Allstate Personal Property and Casualty and Allstate Financial. Allstate
Personal Property and Casualty has approximately 13,000 exclusive agencies in
the United States and Canada. It also includes our Ivantage unit that sells
personal property and casualty insurance exclusively through approximately
17,000 independent agents across the country. Allstate Financial provides life
insurance, retirement and investment products through Allstate agents, workplace
marketing, independent agents, banks and securities firms and is the nation's
13th largest life insurance business based on ordinary life insurance in force.
The Allstate Corporation was incorporated in Delaware on November 5, 1992.
Our executive offices are located at 2775 Sanders Road, Northbrook, Illinois
60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we
rely on dividends from AIC as the principal source of cash to pay dividends to
our stockholders and to meet our obligations, including the payment of principal
of and any interest on the notes and our other debt obligations. AIC is
regulated as an insurance company in Illinois. Under Illinois law, AIC may not
pay a dividend without notifying the Illinois Department of Insurance and
providing specified financial information. Furthermore, Illinois law requires
AIC to notify and receive approval from the Director of the Illinois Department
of Insurance for the declaration or payment of any dividend which, together with
other dividends or distributions made within the preceding twelve months,
exceeds the greater of:
-- 10% of AIC's statutory surplus as of December 31 of the prior year; or
-- AIC's statutory net income for the twelve-month period ending
December 31 of the prior year.
As of December 31, 1999 and 2000, AIC's statutory net income was greater
than 10% of its year-end statutory surplus. Statutory net income in 1999 was
$1.96 billion and during 2000 AIC paid dividends totaling $655 million, less
than the maximum amount allowed under Illinois insurance law without the prior
approval of the Illinois Department of Insurance. Statutory net income in 2000
was $1.69 billion and, as of October 31, 2001, dividends paid by AIC during the
preceding twelve month period totaled $1.24 billion. As of October 31, 2001, AIC
had the capacity to pay additional dividends of $447 million without seeking
prior approval.
The laws of other jurisdictions that generally govern our insurance
subsidiaries contain similar limitations on the payment of dividends; however,
in some jurisdictions the laws may be somewhat more restrictive.
USE OF PROCEEDS
We estimate that the net proceeds, after expenses, from the sale of the
notes will be approximately $544 million. We will use the net proceeds to fund
the redemption of our 7.95% Junior Subordinated Deferrable Interest Debentures,
Series A. As a result of such redemption, all 22 million shares of the 7.95%
Cumulative Quarterly Income Preferred Securities, Series A, issued by Allstate
Financing I in 1996 will be redeemed on December 7, 2001. Pending such use, we
will invest the net proceeds in income-producing securities or cash equivalents
such as money market instruments.
S-1
CAPITALIZATION
The following table sets forth our consolidated short term debt and
capitalization as of September 30, 2001 and as adjusted to give effect to this
offering and the expected use of proceeds. The following data should be read in
connection with our consolidated financial statements and notes, which are
incorporated by reference.
AS OF SEPTEMBER 30, 2001
----------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN MILLIONS)
Short-term debt............................................. $ 359 $ 359
======= =======
5.375% Senior Notes due 2006................................ $ -- $ 550
Other long-term debt........................................ 3,123 3,123
Mandatorily redeemable preferred securities of subsidiary
trusts.................................................... 750 200
Common stock and additional capital paid-in................. 2,608 2,608
Unrealized net capital gains and net gains on derivative
financial instruments..................................... 1,905 1,905
Unrealized foreign currency translation adjustments......... (37) (37)
Retained income............................................. 18,916 18,916
Deferred compensation expense............................... (206) (206)
Treasury stock.............................................. (5,893) (5,893)
------- -------
Total shareholders' equity.......................... 17,293 17,293
------- -------
Total capitalization................................ $21,166 $21,166
======= =======
S-2
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated statement of operations
and financial position data and other data for the periods indicated. The
financial data for each of the five years in the period ended December 31, 2000
are derived from our audited consolidated financial statements. The financial
data for the nine months ended September 30, 2001 and 2000 are derived from our
unaudited condensed consolidated financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring accruals,
that management considers necessary for a fair presentation of our financial
position and results of operations as of such dates and for such periods. The
results of the nine months ended September 30, 2001 are not necessarily
indicative of full year results. The following amounts should be read in
conjunction with the consolidated financial statements and notes thereto
contained in our other filings with the Securities and Exchange Commission
available as described under "Where You Can Find More Information" in the
accompanying prospectus.
AS OF OR FOR THE
NINE MONTHS
ENDED
SEPTEMBER 30, AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Insurance premiums and contract charges.............. $18,218 $18,042 $24,076 $21,735 $20,826 $20,106 $19,702
Net investment income................................ 3,615 3,402 4,633 4,112 3,890 3,861 3,813
Realized capital gains and losses.................... (326) 470 425 1,112 1,163 982 784
------- ------- ------- ------- ------- ------- -------
Total revenues................................... 21,507 21,914 29,134 26,959 25,879 24,949 24,299
------- ------- ------- ------- ------- ------- -------
Benefits, claims, expenses and other................. 20,454 19,579 26,087 23,062 21,221 20,577 21,499
Gain (loss) on disposition of operations............. (63) -- -- 10 87 62 (131)
Income before federal income taxes, dividends on
preferred securities, cumulative effect of change
in accounting principle and equity in net income of
unconsolidated subsidiary.......................... 990 2,335 3,047 3,907 4,745 4,434 2,669
Income tax expense................................... 58 639 795 1,148 1,422 1,324 619
Dividends on preferred securities of subsidiary
trusts, cumulative effect of change in accounting
principle and equity in net income of
unconsolidated subsidiary.......................... (38) (32) (41) (39) (29) (5) 25
------- ------- ------- ------- ------- ------- -------
Net income........................................... $ 894 $ 1,664 $ 2,211 $ 2,720 $ 3,294 $ 3,105 $ 2,075
======= ======= ======= ======= ======= ======= =======
Per common share data (1):
Net income per share--basic...................... $ 1.24 $ 2.22 $ 2.97 $ 3.40 $ 3.96 $ 3.58 $ 2.33
Net income per share--diluted.................... $ 1.23 $ 2.21 $ 2.95 $ 3.38 $ 3.94 $ 3.56 $ 2.31
Cash dividends per common share.................. $ 0.57 $ 0.51 $ 0.68 $ 0.60 $ 0.54 $ 0.48 $ 0.43
CONSOLIDATED FINANCIAL POSITION DATA:
Investments.......................................... $80,271 $74,543 $74,483 $69,645 $66,525 $62,548 $58,329
Total assets......................................... 108,606 105,702 104,808 98,119 87,691 80,918 74,508
Reserve for claims and claims expenses, contract
benefits and contractholder funds.................. 58,524 53,747 54,197 50,610 45,615 44,874 43,789
Debt:
Short-term....................................... 359 216 219 665 393 199 152
Long-term........................................ 3,123 3,099 3,112 2,186 1,353 1,497 1,234
Mandatorily redeemable preferred securities of
subsidiary trusts.................................. 750 750 750 964 750 750 750
Shareholders' equity................................. 17,293 16,794 17,451 16,601 17,240 15,610 13,452
OTHER DATA:
Ratio of earnings to fixed charges (2)............... 4.4 9.6 9.7 17.2 18.6 19.3 16.5
Ratio of earnings to fixed charges, including
interest credited to contractholder funds (3)...... 1.6 2.7 2.6 3.4 4.1 4.0 2.9
------------------------------
(1) Per common share data have been restated for the effects of a two-for-one
stock split effective July 1, 1998.
(2) For purposes of this computation, earnings consist of income (loss) from
continuing operations before income taxes plus fixed charges. Fixed charges
consist of interest expense, amortization of financing costs, that portion
of rental expense that is representative of the interest factor and
dividends on redeemable preferred securities.
(3) For purposes of this computation, earnings consist of income (loss) from
continuing operations before income taxes plus fixed charges. Fixed charges
consist of interest expense (including interest credited to contractholder
funds), amortization of financing costs, that portion of rental expense that
is representative of the interest factor and dividends on redeemable
preferred securities.
S-3
DESCRIPTION OF THE NOTES
WE HAVE SUMMARIZED PROVISIONS OF THE NOTES BELOW. THIS SUMMARY SUPPLEMENTS
AND REPLACES (IF INCONSISTENT WITH) THE DESCRIPTION OF DEBT SECURITIES AND THE
GENERAL TERMS AND PROVISIONS OF DEBT SECURITIES UNDER THE CAPTION "DESCRIPTION
OF DEBT SECURITIES" IN THE ACCOMPANYING PROSPECTUS. THE SUMMARY DOES NOT PURPORT
TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE INDENTURE
REFERRED TO BELOW.
GENERAL
The notes will be issued under an indenture dated as of December 16, 1997,
as amended by a third supplemental indenture dated as of July 23, 1999, as
amended by a sixth supplemental indenture dated as of June 12, 2000 and as
supplemented by a seventh supplemental indenture to be dated as of December 3,
2001, with respect to the issuance of the notes, and as supplemented between us
and State Street Bank and Trust Company, as trustee.
The notes will initially be limited to a total principal amount of
$550,000,000. We may, without the consent of the holders of the notes, issue
additional notes having the same interest rate, maturity date and other terms as
described in this prospectus supplement and in the accompanying prospectus. Any
additional notes, together with the notes offered by this prospectus supplement,
will constitute a single series of notes under the indenture. No additional
notes may be issued if an event of default under the indenture has occurred and
is continuing with respect to the notes.
The notes will mature on December 1, 2006 and will bear interest at 5.375%
per year. Interest on the notes will accrue from December 3, 2001. The notes
provide that we will:
- pay interest semiannually on June 1 and December 1 of each year,
commencing June 1, 2002,
- pay interest to the person in whose name a note is registered at the close
of business on May 15 or November 15 preceding the interest payment date,
- compute interest on the basis of a 360-day year consisting of twelve
30-day months,
- make payments on the notes at the offices of the trustee, and
- either make payments by wire transfer for notes held in book-entry form or
by check mailed to the address of the person entitled to the payment as it
appears on the register of the notes.
We will issue the notes only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. The notes will not
be subject to any sinking fund.
RANKING
The notes will be senior unsecured obligations of The Allstate Corporation
and will rank equally in right of payment with all of our other existing and
future senior unsecured and unsubordinated indebtedness. The notes will rank
senior to any subordinated indebtedness.
All existing and future liabilities of our subsidiaries will be effectively
senior to the notes. Since all of our operations are conducted through
subsidiaries, our cash flow and subsequent ability to service debt, including
the notes, are dependent on the earnings of our subsidiaries and the
distribution of those earnings, or upon loans or other payments of funds by the
subsidiaries, to us. The subsidiaries are separate and distinct legal entities
and have no obligation to pay any amount pursuant to the notes or otherwise,
whether by dividends, loans or other payments. In addition, since our
subsidiaries are insurance companies, their ability to pay dividends to us is
subject to regulatory limitations. See "Business--Regulation" in our Annual
Report on Form 10-K for the year ended December 31, 2000, which is incorporated
in this prospectus supplement by reference.
S-4
OPTIONAL REDEMPTION
The notes are redeemable, in whole or in part, at any time at a redemption
price equal to the greater of:
- 100% of the principal amount of the notes to be redeemed; or
- as determined by an Independent Investment Banker, the sum of the present
values of the remaining scheduled payments of principal and interest on
the notes to be redeemed (not including any portion of such payments of
interest accrued to the date of redemption) discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus 15 basis points.
plus, in either of the above cases, accrued and unpaid interest thereon to
the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date:
- the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" published by the Board of
Governors of the Federal Reserve System (or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity) under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue. If no maturity is within three months before or
after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined
and the Adjusted Treasury Rate shall be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month; or
- if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the
rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate shall be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the securities to be redeemed that would be used, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").
"Comparable Treasury Price" means (1) the average of five Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.
"Reference Treasury Dealer" means:
- each of Salomon Smith Barney Inc. and BNY Capital Markets, Inc., and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), we shall substitute therefore another
Primary Treasury Dealer; and
S-5
- any three other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City Time, on the third business day preceding such redemption date.
We will mail a notice of redemption at least 30 days but not more than
60 days before the redemption date to each holder of the notes to be redeemed.
If less than all of the notes are to be redeemed, the trustee will select, by
such method as it will deem fair and appropriate, including pro rata or by lot,
the securities to be redeemed in whole or in part.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
DEFEASANCE
The defeasance and covenant defeasance provisions of the indenture described
under the caption "Description of Debt Securities--Defeasance and Covenant
Defeasance" in the accompanying prospectus will apply to the notes.
NOTICES
We will mail notices and communications to the holder's address shown on the
register of the notes.
THE TRUSTEE; PAYING AGENTS AND TRANSFER AGENTS
State Street Bank and Trust Company is the trustee under the indenture. The
trustee and its affiliates also perform certain commercial banking services for
us for which they receive customary fees. The trustee will be the paying agent
and transfer agent for the notes.
BOOK-ENTRY DELIVERY AND SETTLEMENT
We will issue the notes in the form of one or more permanent global notes in
definitive, fully registered, book-entry form. The global notes will be
deposited with or on behalf of The Depository Trust Company, or DTC, and
registered in the name of Cede & Co., as nominee of DTC, or will remain in the
custody of the trustee in accordance with the FAST Balance Certificate Agreement
between DTC and the trustee.
DTC has advised us as follows:
- DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.
- DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
- Direct participants include securities brokers and dealers, trust
companies, clearing corporations and other organizations.
S-6
- DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
- Access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a direct participant, either
directly or indirectly.
- The rules applicable to DTC and its participants are on file with the SEC.
We have provided the following descriptions of the operations and procedures
of DTC solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and are subject to change by them from time to
time. We, the underwriters and the trustee do not take any responsibility for
these operations or procedures, and you are urged to contact DTC or its
participants directly to discuss these matters.
We expect that under procedures established by DTC:
- Upon deposit of the global notes with DTC or its custodian, DTC will
credit on its internal system the accounts of direct participants
designated by the underwriters with portions of the principal amounts of
the global notes.
- Ownership of the notes will be shown on, and the transfer of ownership
thereof will be effected only through, records maintained by DTC or its
nominee, with respect to interests of direct participants, and the records
of direct and indirect participants, with respect to interests of persons
other than participants.
The laws of some jurisdictions require that purchasers of securities take
physical delivery of those securities in definitive form. Accordingly, the
ability to transfer interests in the notes represented by a global note to those
persons may be limited. In addition, because DTC can act only on behalf of its
participants, who in turn act on behalf of persons who hold interests through
participants, the ability of a person having an interest in notes represented by
a global note to pledge or transfer those interests to persons or entities that
do not participate in DTC's system, or otherwise to take actions in respect of
such interest, may be affected by the lack of a physical definitive security in
respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC
or that nominee will be considered the sole owner or holder of the notes
represented by that global note for all purposes under the indenture and under
the notes. Except as provided below, owners of beneficial interests in a global
note will not be entitled to have notes represented by that global note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated notes and will not be considered the owners or holders
thereof under the indenture or under the notes for any purpose, including with
respect to the giving of any direction, instruction or approval to the trustee.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if that holder is not a direct or indirect
participant, on the procedures of the participant through which that holder owns
its interest, to exercise any rights of a holder of notes under the indenture or
the global note.
Neither we nor the trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of notes by DTC,
or for maintaining, supervising or reviewing any records of DTC relating to the
notes.
Payments on the notes represented by the global notes will be made to DTC or
its nominee, as the case may be, as the registered owner thereof. We expect that
DTC or its nominee, upon receipt of any payment on the notes represented by a
global note, will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the global note as
shown in the records of DTC or its nominee. We also expect that payments by
participants to owners of beneficial interests in the global note held through
such participants will be governed by standing instructions and
S-7
customary practice as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. The
participants will be responsible for those payments.
Payments on the notes represented by the global notes will be made in
immediately available funds. Transfers between participants in DTC will be
effected in accordance with DTC rules and will be settled in immediately
available funds.
CERTIFICATED NOTES
We will issue certificated notes to each person that DTC identifies as the
beneficial owner of the notes represented by the global notes upon surrender by
DTC of the global notes if:
- DTC notifies us that it is no longer willing or able to act as a
depository for the global notes, and we have not appointed a successor
depository within 90 days of that notice;
- an event of default has occurred and is continuing, and DTC requests the
issuance of certificated notes; or
- we determine not to have the notes represented by a global note.
Neither we nor the trustee will be liable for any delay by DTC, its nominee
or any direct or indirect participant in identifying the beneficial owners of
the related notes. We and the trustee may conclusively rely on, and will be
protected in relying on, instructions from DTC or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the notes to be issued.
S-8
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus supplement, each underwriter named below has
agreed to purchase, and we have agreed to sell to that underwriter, the
principal amount of notes set forth opposite the underwriter's name.
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
Salomon Smith Barney Inc.................................... $203,500,000
BNY Capital Markets, Inc.................................... 99,000,000
Banc of America Securities LLC.............................. 49,500,000
J.P. Morgan Securities Inc.................................. 49,500,000
First Union Securities, Inc.(*)............................. 49,500,000
Banc One Capital Markets, Inc............................... 16,500,000
Credit Suisse First Boston Corporation...................... 16,500,000
Lehman Brothers Inc......................................... 16,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... 16,500,000
SunTrust Capital Markets, Inc............................... 16,500,000
UBS Warburg LLC............................................. 16,500,000
------------
Total............................................... $550,000,000
============
The underwriting agreement provides that the obligations of the underwriters
to purchase the notes included in this offering are subject to approval of legal
matters by counsel and to other conditions. The underwriters are obligated to
purchase all the notes if they purchase any of the notes.
The underwriters propose to offer some of the notes directly to the public
at the public offering price set forth on the cover page of this prospectus
supplement and to offer some of the notes to dealers at the public offering
price less a concession not to exceed 0.350% of the principal amount of the
notes. The underwriters may allow, and dealers may reallow a concession not to
exceed 0.250% of the principal amount of the notes on sales to other dealers.
After the initial offering of the notes to the public, the representatives may
change the public offering price and concessions.
The notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that they intend to make a market in
the notes, but the underwriters are not obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the existence or liquidity of any trading market for the notes.
The following table shows the underwriting discounts and commissions that we
are to pay to the underwriters in connection with this offering (expressed as a
percentage of the principal amount of the notes).
PAID BY ALLSTATE
----------------
Per note.................................................... 0.600%
------------------------
* First Union Securities, Inc. ("FUSI"), a subsidiary of Wachovia Corporation,
conducts its investment banking, institutional and capital markets business
under the trade name of Wachovia Securities. Any reference to "Wachovia
Securities" in this prospectus supplement, however, does not include
Wachovia Securities, Inc., a separate broker dealer subsidiary of Wachovia
Corporation and sister affiliate of FUSI, which may or may not be
participating as a separate seller in the distribution of the notes.
S-9
In connection with the offering, Salomon Smith Barney Inc., on behalf of the
underwriters, may purchase and sell notes in the open market. These transactions
may include over-allotment, syndicate covering transactions and stabilizing
transactions. Over-allotment involves syndicate sales of notes in excess of the
principal amount of notes to be purchased by the underwriters in the offering,
which creates a syndicate short position. Syndicate covering transactions
involve purchases of the notes in the open market after the distribution has
been completed in order to cover syndicate short positions. Stabilizing
transactions consist of certain bids or purchases of notes made for the purpose
of preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases notes originally sold by that syndicate
member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the notes. They may also cause the price of the
notes to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the underwriters
commence any of these transactions, they may discontinue them at any time.
We estimate that our total expenses for this offering will be $610,000.
Because the underwriters or associated or affiliated persons may, in the
aggregate, own an amount of the Cumulative Quarterly Income Preferred Securities
to be redeemed with the proceeds of this offering such that more than 10% of the
proceeds of the offering, not including underwriting compensation, may be deemed
to be received by the underwriters or associated or affiliated persons, this
offering is being made pursuant to the provisions of Section 2710(c)(8) of the
Conduct Rules of the National Association of Securities Dealers, Inc.
The underwriters have performed investment banking and advisory services for
us from time to time for which they have received customary fees and expenses.
The underwriters may, from time to time, engage in transactions with and perform
services for us in the ordinary course of their business.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities.
LEGAL OPINIONS
The validity of the notes will be passed upon for The Allstate Corporation
by Michael J. McCabe, Vice President and General Counsel of The Allstate
Corporation, and LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations. Certain legal matters will be
passed upon for the underwriters by Willkie Farr & Gallagher, New York, New
York. LeBoeuf, Lamb, Greene & MacRae, L.L.P. has from time to time represented,
and continues to represent, certain of the underwriters on other legal matters.
Mr. McCabe is a full-time employee and officer of The Allstate Corporation and
owns 217,041 shares of its common stock as of October 31, 2001, 155,175 of which
were subject to option.
S-10
PROSPECTUS
$2,000,000,000
THE ALLSTATE CORPORATION
DEBT SECURITIES
DEBT WARRANTS
PREFERRED STOCK
------------------------
ALLSTATE FINANCING III ALLSTATE FINANCING V
ALLSTATE FINANCING IV ALLSTATE FINANCING VI
TRUST PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
THE ALLSTATE CORPORATION
------------------------
We will provide the specific terms of these securities in supplements to
this prospectus. We can only use this prospectus to offer and sell any specific
security by also including a prospectus supplement for that security. You should
read this prospectus and the prospectus supplements carefully before you invest.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE FOR ANYONE TO TELL YOU OTHERWISE.
------------------------
THE DATE OF THIS PROSPECTUS IS JUNE 19, 2000
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register the securities covered by this prospectus. This
prospectus forms a part of that registration statement and does not contain all
of the information in the registration statement or the exhibits to the
registration statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may review a copy of those reports, statements or other information at the
Securities and Exchange Commission's public reference rooms at the following
locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. These Securities and Exchange
Commission filings are also available to the public from commercial document
retrieval services and at the Internet world wide web site maintained by the
Securities and Exchange Commission Corporation at "http://www.sec.gov." Reports,
proxy statements and other information concerning us may also be inspected at
the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.
We have not included any separate financial statements for the trusts. They
were omitted because the trusts are wholly owned subsidiaries of Allstate, with
no independent operations and we guarantee the fee obligations relating to the
trust securities. Although the trusts would normally be required to file
information with the SEC on an ongoing basis, we expect the SEC to exempt the
trusts from this filing obligation for as long as we continue to file our
information with the SEC.
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus or in later filed documents incorporated by reference in this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Securities and Exchange Commission.
These documents contain important business and financial information about us
that is not included in or delivered with this prospectus.
2
THE ALLSTATE CORPORATION FILINGS
(FILE NO. 001-11840) PERIOD OR DATE FILED
-------------------- --------------------
Annual Report on Form 10-K Fiscal Year ended December 31, 1999
Quarterly Reports on Form 10-Q Quarter ended March 31, 2000
Proxy Statement 2000 Notice of Annual Meeting and Proxy
Statement
Current Reports on Form 8-K or Form 8-K/A Filed January 13, April 27, May 4,
June 14, and June 16, 2000
We are also incorporating by reference additional documents that we will
file before the termination of this offering. These include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can request a free copy of any or all of these documents, other than the
exhibits to those documents, unless those exhibits are specifically incorporated
by reference into these documents, by writing to or calling the following
address or telephone number:
Investor Relations Department
The Allstate Corporation
3075 Sanders Road
Northbrook, Illinois 60062-7127
Telephone: (800) 416-8803
You should rely only on the information contained or incorporated by
reference in this prospectus before deciding whether to purchase the securities
being sold by this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained or incorporated by
reference in this prospectus. This prospectus is dated June 19, 2000. You should
not assume that the information contained in this prospectus is accurate as of
any date other than that date unless the information specifically indicates that
another date applies. If you are in a jurisdiction where it is unlawful to offer
to convert or sell or to ask for offers to convert or buy the securities offered
by this prospectus, or if you are a person to whom it is unlawful to direct
those activities, then the offer presented in this prospectus does not extend to
you.
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference contain
"forward-looking statements" that anticipate results based on management's plans
that are subject to uncertainty. These statements are made subject to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like "plans," "expects,"
"will," "anticipates," "estimates," "intends," "believes" and other words with
similar meanings. These statements may address, among other things, our strategy
for growth, product development, regulatory approvals, market position,
expenditures, financial results and reserves. Forward-looking statements are
based on management's current expectations of future events. We cannot guarantee
that any forward-looking statement will be accurate, although we believe that it
has been reasonable in its expectations and assumptions. Investors should
realize that if underlying assumptions prove inaccurate or that unknown risks or
uncertainties materialize, actual results could differ materially from our
projections.
We assume no obligation to update any forward-looking statements as a result
of new information or future events or developments. Investors are cautioned not
to place undue reliance on any forward-looking statements, which speak only as
of the date of this prospectus or, in the case of any document we incorporate by
reference, the date of that document. Investors also should understand that it
is not possible to predict or identify all factors and should not consider this
to be a complete statement of all potential risks and uncertainties. If the
expectations or assumptions underlying our forward-looking statements prove
inaccurate or if risks or uncertainties arise, actual results could differ
materially from those predicted in our forward-looking statements. In addition
to normal risks of business, Allstate is subject to significant risk factors,
including those we incorporate by reference to the section entitled "Forward
Looking Statements and Risk Factors Affecting Allstate" contained in our
Form 10-K for the year ended December 31, 1999.
THE ALLSTATE CORPORATION
The Allstate Corporation is a holding company for Allstate Insurance
Company, or AIC. The Allstate Corporation is the nation's largest publicly held
personal lines insurance company. Our main business units include Allstate
Personal Property and Casualty, which provides insurance for more than 14
million households and has approximately 15,500 exclusive agencies in the U.S.
and Canada, and Allstate Life and Savings, which markets a number of life
insurance and savings products under a variety of brands through a number of
channels and is the nation's 17th largest life insurance business based on
ordinary life insurance in force. Our independent Agency Markets unit sells
personal property and casualty insurance through a network of 21,000 independent
agencies across the country.
The Allstate Corporation was incorporated in Delaware on November 5, 1992.
Our executive offices are located at 2775 Sanders Road, Northbrook, Illinois
60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we
rely on dividends from AIC as the principal source of cash to pay dividends to
our stockholders and to meet our obligations, including the payment of principal
of and any interest on our debt obligations. AIC is regulated as an insurance
company in Illinois. Under Illinois law, AIC may not pay a dividend without
notifying the Illinois Department of Insurance and providing specified financial
information. Furthermore, Illinois law requires AIC to notify and receive
approval from the Director of the Illinois Department of Insurance for the
declaration or payment of any dividend which, together with other dividends or
distributions made within the preceding twelve months, exceeds the greater of:
- 10% of AIC's statutory surplus as of December 31 of the prior year; or
4
- AIC's statutory net income for the twelve-month period ending December 31
of the prior year.
The laws of other jurisdictions that generally govern our insurance
subsidiaries contain similar limitations on the payment of dividends. However,
in some jurisdictions the laws may be somewhat more restrictive.
ABOUT THE TRUSTS
The four trusts, Allstate Financing III, IV, V and VI, are Delaware business
trusts formed to raise capital for us by issuing common securities to us and
preferred securities issued under this prospectus and a prospectus supplement,
and investing the proceeds in subordinated debt securities issued by us.
We will directly or indirectly own all of the common securities of each of
our trust subsidiaries. The common securities will rank equally with, and each
trust will make payments on the common securities in proportion to, the trust
preferred securities, except that if an event of default occurs under the
declaration of one of the trusts, our rights, as holder of the common
securities, to payments will be subordinated to your rights as holder of the
trust preferred securities. We will, directly or indirectly, acquire common
securities in an aggregate liquidation amount equal to 3 percent of the total
capital of each of our trusts.
Each of our trusts has a term of approximately 55 years, but may terminate
earlier as provided in its declaration, each declaration being governed by
Delaware law. As holder of the common securities of the trusts, we are entitled
to appoint, remove or replace any of, or increase or decrease the number of, the
trustees of each of our trusts. Each of our trusts' business and affairs will be
conducted by the trustees we appoint. The trustees' duties and obligations are
governed by the trusts' declarations. Prior to the issuance of any trust
preferred securities, we will ensure that a majority of the trustees of the
applicable trust are persons who are our employees or officers or affiliates and
that one trustee of each trust is a financial institution that will not be an
affiliate of ours and that will act as property trustee, guarantee trustee and
indenture trustee for purposes of the Trust Indenture Act of 1939. In addition,
unless the property trustee maintains a principal place of business in the State
of Delaware and meets the other requirements of applicable law, one other
trustee of each of our trusts will have its principal place of business or
reside in the State of Delaware.
We will pay all of our trusts' fees and expenses, including those relating
to any offering of trust preferred securities. In addition, we guarantee
payments on the trust preferred securities to the extent our trusts can
themselves make payments on the trust preferred securities.
The office of the Delaware trustee for each trust in the State of Delaware
is 1 Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801. The
principal place of business of each trust is 2775 Sanders Road, Northbrook,
Illinois 60062. The telephone number of each trust in Northbrook, Illinois is
(847) 402-5000.
5
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table shows the ratio of earnings to fixed charges and the
ratio of earnings to fixed charges and preferred stock dividends for Allstate
and its subsidiaries for the periods indicated:
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
Ratio of earnings to fixed charges(1)(2).... 11.1x 27.6x 17.2x 18.6x 19.3x 16.5x 15.5x
Ratio of earnings to fixed charges,
including interest credited to
contracts(1)(3)........................... 2.8x 5.0x 3.4x 4.1x 4.0x 2.9x 2.8x
------------------------
(1) Allstate has authority to issue up to 25,000,000 shares of preferred stock,
par value $1.00 per share; however, there are currently no shares of
preferred stock outstanding and we do not have a preferred stock dividend
obligation. Therefore, the ratio of earnings to fixed charges and preferred
stock dividends is equal to the ratio of earnings to fixed charges and is
not disclosed separately.
(2) For purposes of this computation, earnings consist of income from continuing
operations before income taxes plus fixed charges. Fixed charges consist of
interest expense, amortization of financing costs, that portion of rental
expense that is representative of the interest factor and dividends on
redeemable preferred securities.
(3) For purposes of this computation, earnings consist of income from continuing
operations before income taxes plus fixed charges. Fixed charges consist of
interest expense (including interest credited to investment contracts),
amortization of financing costs, that portion of rental expense that is
representative of the interest factor and dividends on redeemable preferred
securities.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus supplement
accompanying this prospectus, we will use the net proceeds from the sale of the
securities for general corporate purposes. Each trust will invest all proceeds
received from the sale of its trust preferred securities in a particular series
of subordinated debt securities to be issued by us.
DESCRIPTION OF DEBT SECURITIES
This section describes the terms of the debt securities that we may offer
from time to time. The particular terms of the debt securities offered by any
prospectus supplement and the extent to which the general provisions described
below may apply to such debt securities will be outlined in the applicable
prospectus supplement. The debt securities may be issued from time to time in
one or more series.
We will issue the senior debt securities under a Senior Indenture, entered
into between Allstate and State Street Bank and Trust Company, as trustee, dated
December 16, 1997, as amended by a third supplemental indenture dated as of
July 23, 1999 and as amended by a sixth supplemental indenture dated as of
June 12, 2000 and as may be supplemented by one or more additional supplemental
indentures. We will issue the subordinated debt securities under a separate
Subordinated Indenture, entered into between Allstate and State Street Bank and
Trust Company, as trustee, dated November 25, 1996, as amended by a third
supplemental indenture dated as of July 23, 1999 and as amended by a fourth
supplemental indenture dated as of June 12, 2000 and as may be supplemented by
one or more additional supplemental indentures. The Senior Indenture and the
Subordinated
6
Indenture are sometimes referred to collectively as the "indentures." The
trustees under the Senior Indenture and under the Subordinated Indenture are
referred to herein as the "indenture trustees."
Numerical references in parentheses below are to sections in the applicable
indenture. Wherever we refer to particular sections or defined terms of an
indenture, those sections or defined terms are incorporated by reference in this
description as part of the statement made, and the statement is qualified in its
entirety by such reference. As used in this section "we," "us," "our,"
"Allstate," or the "company" refers to The Allstate Corporation, and not to any
of our subsidiaries, unless explicitly stated.
GENERAL
The indentures provide that we may issue debt securities in separate series
from time to time in an unlimited amount. We may specify a maximum aggregate
principal amount for the debt securities of any series. (Section 301) The debt
securities will have terms and provisions that are not inconsistent with the
applicable indenture, including our determination as to maturity, principal and
interest. Unless otherwise indicated in a prospectus supplement, the senior debt
securities will be our unsecured obligations and will rank on a parity with all
other unsecured and unsubordinated indebtedness. The subordinated debt
securities will be our unsecured obligations, subordinated in right of payment
to the prior payment in full of all our senior debt as described in the
applicable prospectus supplement.
Our assets consist primarily of the common stock of AIC and other
subsidiaries, and we conduct no substantial business or operations of our own.
Accordingly, our right, and the right of our creditors (including the holders of
the debt securities), to participate in any distribution of assets of any of our
subsidiaries upon liquidation or reorganization will be subject to the prior
claims of creditors of such subsidiary, except to the extent that our claims as
a creditor of such subsidiary may be recognized.
If subordinated debt securities are issued to a trust in connection with the
issuance of trust preferred securities, such subordinated debt securities may
thereafter be distributed pro rata to the holders of such trust securities in
connection with the dissolution of such trust upon the occurrence of certain
events described in the applicable prospectus supplement.
We will prepare a prospectus supplement for each series of debt securities
that we issue. Each prospectus supplement will set forth the applicable terms of
the debt securities to which it relates. These terms will include some or all of
the following:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities or the
series of which they are a part;
- the person to whom any interest on any of the debt securities will be
payable, if other than the person in whose name that debt security is
registered at the close of business on the record date for such interest
payment;
- the dates on which the principal of any of the debt securities will be
payable;
- the rates at which the debt securities will bear interest, the dates from
which any interest will accrue, the interest payment dates on which any
interest will be payable and the record date for any such interest
payable;
- the places where the principal, interest and premium on any of such debt
securities will be payable;
- any obligation we have to redeem or purchase any of the debt securities
out of any sinking fund or, at the option of the holder, the periods
within which, the prices and terms on which any of such debt securities
will be redeemed or purchased;
7
- the denominations in which any of the debt securities will be issuable, if
other than denominations of $1,000 and any integral multiple thereof;
- if the amount of principal, interest or premium on any of the debt
securities may be determined with reference to an index or by a formula,
the manner in which such amounts will be determined;
- if other than the currency of the United States, the currency, currencies
or currency units in which the principal, interest or premium on any of
the debt securities will be payable;
- if the principal, interest or premium on any of the debt securities is to
be payable, at our election or the election of the holder, in one or more
currencies other than those in which the debt securities are stated to be
payable, the currencies in which payment of the principal, interest and
premium on the debt securities as to which such election is made will be
payable, the periods within which and the terms upon which such election
is to be made and the amount so payable;
- if other than the entire principal amount, the portion of the principal
amount of debt securities which will be payable upon declaration of
acceleration of the maturity thereof;
- if the principal amount payable at the stated maturity of any of the debt
securities is not determinable upon original issuance, the amount which
will be deemed to be the principal amount of the debt securities for any
other purpose thereunder or under the applicable indenture including the
principal amount thereof which will be due and payable upon any maturity
other than the stated maturity or which will be deemed to be outstanding
as of any date (or, in any such case, any manner in which such principal
amount is to be determined);
- if applicable, the extent to which the debt securities are defeasible,
that is, capable of being made void;
- whether any of the debt securities will be issuable in the form of global
securities;
- any addition to or change in the events of default applicable to any of
the debt securities and any change in the right of an indenture trustee or
the holders to declare the principal amount of any debt securities due and
payable;
- any addition to or change in the covenants described under "Certain
Covenants with Respect to Senior Debt Securities" and "Certain Covenants
with Respect to Subordinated Debt Securities" applicable to any of such
debt securities; and
- any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture but which may modify or delete any
provision of the indenture insofar as it applies to such series; provided
that no term of any indenture may be modified or deleted if imposed under
the Trust Indenture Act of 1939, as amended, and that any modification or
deletion of the rights, duties or immunities of the applicable indenture
trustee shall have been consented to in writing by the indenture trustee.
(Section 301)
Debt securities, including original issue discount securities, may be sold
at a substantial discount below their principal amount. Special United States
federal income tax considerations applicable to debt securities sold at an
original issue discount will be described in the applicable prospectus
supplement under "United States Taxation--United States Holders." Special United
States tax and other considerations applicable to any debt securities which are
denominated in a currency or currency unit other than United States dollars will
be described in the applicable prospectus supplement under such caption and
under "Foreign Currency Risks."
8
FORM, EXCHANGE AND TRANSFER
The debt securities of a series may be issued solely as registered
securities, solely as bearer securities (with or without coupons attached) or as
both registered securities and bearer securities. Debt securities may be
issuable in the form of global debt securities, as described below under "Global
Securities."
Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. If debt securities of any series
are issuable as both registered securities and as bearer securities, at the
option of the holder, subject to the terms of the applicable indenture, bearer
securities of such series will be exchangeable for registered securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Unless otherwise indicated in the applicable prospectus
supplement, any bearer security surrendered in exchange for a registered
security between a record date or a special record date for defaulted interest
and the relevant date for payment of interest will be surrendered without the
coupon relating to such date for payment of interest and interest represented by
that coupon will not be payable in respect of the registered security issued in
exchange for such bearer security, but will be payable only to the holder of
such coupon when due in accordance with the terms of the applicable indenture.
Bearer securities will not be issued in exchange for registered securities.
No service charge will be made for any registration of transfer or exchange
of debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. Such transfer
or exchange will be effected upon the security registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. We have appointed the applicable indenture
trustee as security registrar. Any transfer agent (in addition to the security
registrar) initially designated by us for any debt securities will be named in
the applicable prospectus supplement. (Section 305)
At any time, we may designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that we will be required to maintain a
transfer agent in each place of payment for the debt securities of each series.
(Section 1002)
In the event that we redeem debt securities of any series, we will not be
required to:
- issue, register the transfer of or exchange any debt security of that
series, or of that series and specified terms, as the case may be, during
a period beginning at the opening of business 15 business days before the
day of mailing of a notice of redemption of any such debt security
selected for redemption and ending at the close of business on the day of
such mailing;
- register the transfer of or exchange any debt security so selected for
redemption, in whole or in part, except the unredeemed portion of any such
debt security being redeemed in part; or
- exchange any bearer security called for redemption, except to exchange
such bearer security for a registered security of that series and of like
tenor and principal amount that is immediately surrendered for redemption.
(Section 305)
GLOBAL SECURITIES
The debt securities of any series may be represented by global securities
which will have an aggregate principal amount equal to that of the debt
securities they represent. Each global security will be registered in the name
of the Depository Trust Company ("DTC") as depositary, or any other depositary
identified in the applicable prospectus supplement. Each global security will be
deposited
9
with DTC or such other depositary and will bear a legend regarding the
restrictions on exchanges and registration of transfer as may be provided by the
indentures. The depositary shall at all times be a clearing agency registered
under the Securities Exchange Act of 1934, as amended. (Section 101)
DTC has advised us that DTC is:
- a limited-purpose trust company organized under the laws of the State of
New York;
- a member of the Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- a "clearing agency" registered pursuant to the provisions of Section 17A
of the Exchange Act.
DTC was created to hold securities of institutions that have accounts with
DTC and to facilitate the clearance and settlement of securities transactions
among its participants in securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include:
- securities brokers and dealers;
- banks;
- trust companies;
- clearing corporations; and
- certain other organizations.
Access to DTC's book entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, whether directly or indirectly.
No global security may be exchanged for debt securities registered, and no
transfer of a global security may be registered in the name of any person other
than the depositary for such global security unless:
- the depository has notified us that it is unwilling or unable to continue
as depositary for such global security or has ceased to be qualified to
act as such as required by the applicable indenture;
- there shall have occurred and be continuing an event of default with
respect to the debt securities represented by such global security; or
- there shall exist such circumstances as may be described in thelicable
prospectus supplement.
All debt securities issued in exchange for a global security or any portion
thereof will be registered in such names as the depositary may direct.
(Section 305) The laws of some jurisdictions require that certain purchasers of
debt securities take physical delivery of such debt securities in definitive
form. Such laws may impair the ability to transfer beneficial interests in a
global security.
As long as the depositary, or its nominee, is the registered holder of a
global security, the depositary or such nominee, will be considered the sole
owner and holder of such global security and the debt securities represented by
it. Except in the limited circumstances referred to above, owners of beneficial
interests in a global security will not be entitled to have such global security
or any debt securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated debt
securities in exchange therefor and will not be considered to be the owners or
holders of such global security or any debt securities represented thereby for
any purpose under the debt securities or the applicable indenture. All payments
of principal, interest and premium on a global security will be made to the
depositary or its nominee, as its holder.
10
Ownership of beneficial interests in a global security will be limited to
participants or to persons that may hold beneficial interests through
institutions that have accounts with the depositary or its nominee. Ownership of
beneficial interests in a global security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by the depositary or any such participant. Payments, transfers,
exchanges and other matters relating to beneficial interests in a global
security may be subject to various policies and procedures adopted by the
depositary from time to time. Neither Allstate, any indenture trustee or any
agent of Allstate or of any indenture trustee will have any responsibility or
liability for any aspect of the depositary or any participant's records relating
to, or for payments made on account of, beneficial interests in a global
security, or for maintaining, supervising or reviewing any of the depositary's
records or any participant's records relating to such beneficial ownership
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a global security, in some cases, may trade in the depositary's same-day
funds settlement system, in which case settlement of secondary market trading
activity in those beneficial interests would be required by the depositary to be
made in immediately-available funds. There is no assurance as to the effect that
settlement in immediately-available funds would have on trading activity in such
beneficial interests. Also, settlement for purchases of beneficial interests in
a global security upon the original issuance thereof may be required to be made
in immediately-available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a debt security on any interest payment date will be made to the
person in whose name such debt security is registered at the close of business
on the record date for such interest. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and premium on the debt securities of a particular series
will be payable at the office of such paying agent or paying agents as we may
designate for such purpose from time to time. Notwithstanding, at our option,
payment of any interest may be made by check mailed to the address of the person
entitled thereto as such address appears in the security register.
Unless otherwise indicated in the applicable prospectus supplement, a paying
agent designated by us and located in the Borough of Manhattan, The City of New
York will act as paying agent for payments with respect to debt securities of
each series. All paying agents initially designated by us for the debt
securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.
(Section 1002)
All moneys paid by us to a paying agent for the payment of the principal,
interest or premium on any debt security which remain unclaimed at the end of
two years after such principal, premium or interest has become due and payable
will be repaid to us upon request, and the holder of such debt security
thereafter may look only to Allstate for payment thereof. (Section 1003)
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless otherwise indicated in the prospectus supplement, the following
provisions will apply to the subordinated debt securities.
To the extent set forth in the Subordinated Indenture, the subordinated debt
securities will be subordinate in right of payment to the prior payment in full
of all senior indebtedness. (Section 1401 of
11
the Subordinated Indenture) In the event of an insolvency, the holders of senior
indebtedness shall be entitled to receive payment in full of all amounts due or
to become due in respect of all senior indebtedness (or provisions shall be made
for such payment in cash) before the holders of subordinated debt securities are
entitled to receive any distribution on account of principal, interest or
premium on subordinated debt securities. Consequently, the holders of senior
indebtedness shall be entitled to receive all distributions of any kind which
may be deliverable in respect of the subordinated debt securities in any
insolvency, including any distribution which may be deliverable by reason of the
payment of any other indebtedness of Allstate being subordinated to the payment
of subordinated debt securities. The holders of senior indebtedness shall apply
such distributions to the payment of the senior indebtedness.
"Insolvency" means any of the following events:
- any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding, relative
to Allstate or to its creditors, or to its assets; or
- any liquidation, dissolution or other winding up of Allstate, whether or
not involving insolvency or bankruptcy; or
- any assignment for the benefit of creditors or any other marshaling of
assets and liabilities of Allstate.
(Section 1403 of the Subordinated Indenture)
By reason of such subordination, in the event of liquidation or insolvency,
creditors of Allstate may recover less, ratably, than holders of senior debt
securities and may recover more, ratably, than the holders of the subordinated
debt securities.
In the event of the acceleration of the maturity of any subordinated debt
securities, the holders of all senior debt securities outstanding at the time of
such acceleration will first be entitled to receive payment in full of all
amounts due on the senior debt securities before the holders of the subordinated
debt securities will be entitled to receive any payment of principal, interest
or premium on the subordinated debt securities. (Section 1404 of the
Subordinated Indenture)
No payment of principal, interest or premium on the subordinated debt
securities is permitted if any senior indebtedness of Allstate is not paid when
due and any applicable grace period with respect to such default has ended and
such default has not been cured or waived or ceased to exist, or if the maturity
of any senior indebtedness of Allstate has been accelerated because of a
default. (Section 1402 of the Subordinated Indenture)
The Subordinated Indenture does not limit or prohibit the issuance of
additional senior debt securities, which may include indebtedness that is senior
to the subordinated debt securities, but subordinate to other obligations of
Allstate.
The term "Senior Indebtedness" means, with respect to Allstate:
- the principal, interest and premium in respect of indebtedness of Allstate
for borrowed money and indebtedness evidenced by securities, debentures,
bonds or other similar instruments issued by Allstate;
- all capital lease obligations of Allstate;
- all obligations of Allstate issued or assumed as the deferred purchase
price of property, all conditional sale obligations of Allstate and all
obligations of Allstate under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business);
- all obligations of Allstate for the reimbursement on any letter of credit,
banker's acceptance, security purchase facility or similar credit
transaction;
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- all obligations of the types referred to above of other persons for the
payment of which we are responsible or liable as obligor, guarantor or
otherwise; and
- all obligations of the types referred to above of other persons secured by
any lien on any property or asset of Allstate whether or not such
obligation is assumed by us, except for:
- any such indebtedness that is by its terms subordinated to or ranks equal
with the subordinated debt securities; and
- any indebtedness between or among Allstate or its affiliates, including
all other debt securities and guarantees in respect of those debt
securities, issued to
- any other trust; and
- any other trust, partnership or other entity affiliated with
Allstate that is a financing vehicle of Allstate in connection with
the issuance by such financing entity of preferred securities
unless otherwise expressly provided in the terms of such debt
securities.
Such senior indebtedness shall continue to be senior indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such senior indebtedness.
(Sections 101 and 1408 of the Subordinated Indenture)
The prospectus supplement may further describe the provisions applicable to
the subordination of the subordinated debt securities of a particular series.
CERTAIN COVENANTS WITH RESPECT TO SENIOR DEBT SECURITIES
LIMITATION ON LIENS OF STOCK OF AIC
The Senior Indenture prohibits us and our subsidiaries from directly or
indirectly creating, assuming, incurring or permitting to exist any indebtedness
secured by any lien on the capital stock of AIC unless the senior debt
securities shall be secured equally and ratably with such indebtedness for at
least the time period such indebtedness is so secured. (Section 1008 of the
Senior Indenture)
"Indebtedness" is defined in the Senior Indenture as the principal, premium
and interest due on indebtedness of a person, whether outstanding on the date of
such indenture or thereafter created, incurred or assumed, which is indebtedness
for borrowed money, and any amendments, renewals, extensions, modifications and
refundings of any such indebtedness. For purposes of this definition,
"indebtedness for borrowed money" means:
- any obligation of, or any obligation guaranteed by, such person for the
repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments;
- any obligation of, or any such obligation guaranteed by, such person
evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses, provided, however, that the
deferred purchase price of any property, assets or business shall not be
considered indebtedness if the purchase price thereof is payable in full
within 90 days from the date on which such indebtedness was created; and
- any obligations of such person as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles and leases of property or assets made as part of any
sale and lease-back transaction to which such person is a party.
For purposes of this covenant only, indebtedness also includes any
obligation of, or any obligation guaranteed by, any person for the payment of
amounts due under a swap agreement or similar instrument or agreement, or under
a foreign currency hedge exchange or similar instrument or agreement. (Sections
101 and 1008 of the Senior Indenture)
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LIMITATIONS ON DISPOSITION OF STOCK OF AIC
The Senior Indenture provides that as long as any senior debt securities are
outstanding, Allstate will not issue, sell, transfer or otherwise dispose of any
shares of, securities convertible into, or warrants, rights or options to
subscribe for or purchase shares of, capital stock of AIC other than preferred
stock having no voting rights of any kind. Further, subject to limited
exceptions, Allstate will not permit AIC to issue any shares of, or securities
convertible into, or warrants, rights or options to subscribe for or purchase
shares of, capital stock of AIC, other than preferred stock having no voting
rights of any kind if, after giving effect to any such transaction and the
issuances of the maximum number of shares issuable upon the conversion or
exercise of all such convertible securities, warrants, rights or options, we
would own, directly or indirectly, less than 80% of the shares of AIC, other
than preferred stock having no voting rights of any kind. The Senior Indenture
also requires that any such issuance, sale, transfer or other disposition by AIC
must be made for at least a fair market value consideration, as determined by
the Allstate Board of Directors in good faith, and that the foregoing shall not
prohibit any such issuance or disposition of securities if required by any law
or any regulation or order of any governmental or insurance regulatory
authority.
Notwithstanding the foregoing, Allstate may merge or consolidate AIC into or
with another direct wholly-owned subsidiary and Allstate may, subject to the
provisions set forth in "Consolidation, Merger and Sale of Assets" below, sell,
transfer or otherwise dispose of the entire capital stock of AIC at one time for
at least a fair market value consideration as determined by the Allstate Board
of Directors in good faith. (Section 1009 of the Senior Indenture)
CERTAIN COVENANTS WITH RESPECT TO SUBORDINATED DEBT SECURITIES
If subordinated debt securities are issued to a trust in connection with the
issuance of trust securities and either there has occurred an event of default
under the applicable declaration of trust and we are in default with respect to
our payment of any obligations under the related preferred securities guarantee
or common securities guarantee or we have given notice of our election to defer
payments of interest on subordinated debt securities by extending the interest
payment period as provided in the Subordinated Indenture, then we shall not:
- declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to any of our
capital stock;
- make any guarantee payments with respect to our capital stock; or
- make any payment of principal, interest, or premium on or repay,
repurchase or redeem any debt securities (including guarantees) that rank
equal with or junior to such subordinated debt securities.
However, in such circumstances, we may:
- declare and pay dividends on, or make distributions with respect to, our
capital stock payable in our common stock;
- redeem or repurchase any rights, declare a dividend of any rights or issue
any security under our rights plan;
- purchase or acquire shares of common stock in connection with the
satisfaction of our obligations under any employee benefit plan;
- carry out any reclassification of Allstate's capital stock or the exchange
or conversion of one class or series of Allstate's capital stock for
another class or series of Allstate's capital stock; and
- purchase fractional interests in shares of Allstate's capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged.
(Section 1008 of the Subordinated Indenture)
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If subordinated debt securities are issued to a trust in connection with the
issuance of trust securities, for so long as such securities remain outstanding,
we covenant to:
- directly or indirectly maintain 100% ownership of the common securities of
such trust; provided, however, that any permitted successor under the
applicable indenture may succeed to Allstate's ownership of such common
securities;
- use our reasonable efforts to cause such trust to remain a statutory
business trust, except in connection with the distribution of subordinated
debt securities to the holders of trust preferred securities in
liquidation of such trust, the redemption of all of the trust securities
of such trust, or certain mergers, consolidations or amalgamations, each
as permitted by the declaration of such trust, and to continue to be
classified as a grantor trust for United States federal income tax
purposes; and
- use our reasonable efforts to cause each holder of trust preferred
securities to be treated as owning an undivided beneficial interest in the
subordinated debt securities.
(Section 1009 of the Subordinated Indenture)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Without the consent of the holders of any of the outstanding debt securities
under the indentures, Allstate may consolidate with or merge into, or convey,
transfer or lease its properties and assets to any person and may permit any
person to consolidate with or merge into it. However, in such event, any
successor person must be a corporation, partnership, or trust organized and
validly existing under the laws of any domestic jurisdiction and must assume
Allstate's obligations on the debt securities and under the applicable
indenture. Allstate agrees that after giving effect to the transaction, no event
of default, and no event which, after notice or lapse of time or both, would
become an event of default shall have occurred and be continuing and that
certain other conditions are met; provided such provisions will not be
applicable to the direct or indirect transfer of the stock, assets or
liabilities of any subsidiary of Allstate to another direct or indirect
subsidiary of Allstate. (Section 801)
OUTSTANDING DEBT SECURITIES
"Outstanding," when used with respect to debt securities, means, as of the
date of determination, all debt securities authenticated and delivered under the
applicable indenture, except:
- debt securities canceled by the indenture trustee or delivered to the
indenture trustee for cancellation;
- debt securities for whose payment or redemption money in the necessary
amount has been deposited with the indenture trustee or any paying agent
(other than Allstate) in trust or set aside and segregated in trust by
Allstate (if Allstate shall act as its own paying agent) for the holders
of such debt securities and, if such debt securities are to be redeemed,
notice of such redemption has been given according to the applicable
indenture or provisions satisfactory to the indenture trustee have been
made;
- debt securities as to which defeasance has been effected pursuant to
Section 1302 of the applicable indenture; and
- debt securities which have been paid pursuant to the applicable indenture
or in exchange for or in lieu of which other debt securities have been
authenticated and delivered pursuant to the applicable indenture, other
than any debt securities in respect of which there shall have been
presented to the indenture trustee proof satisfactory to it that such debt
securities are held by a BONA FIDE purchaser in whose hands such debt
securities are valid obligations of Allstate.
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Each indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver
or other action under the applicable indenture:
- the principal amount of an original issue discount security that shall be
deemed to be outstanding shall be the amount of the principal that would
be due and payable as of the date of such determination upon acceleration
of the maturity to such date;
- the principal amount of a debt security denominated in one or more foreign
currencies which shall be deemed to be outstanding shall be the U.S.
dollar equivalent, determined as of the date of original issuance of such
debt security in the manner provided by the applicable indenture, of the
principal amount of such debt security (or, in the case of an original
issue discount security, of the amount determined as provided above);
- if the principal amount payable at the stated maturity of any debt
security is not determinable upon original issuance, the principal amount
of such debt security that is deemed to be outstanding shall be the amount
as specified by the applicable indenture; and
- debt securities beneficially owned by us or any other obligor upon the
debt securities or any affiliate of Allstate or such other obligor shall
be disregarded and deemed not to be outstanding, except that, in
determining whether the applicable indenture trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only debt securities which a responsible officer of the
indenture trustee knows to be so owned shall be so disregarded.
Debt securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
applicable indenture trustee the pledgee's right to act with respect to the debt
securities and that the pledgee is not Allstate or any other obligor upon the
debt securities or any affiliate of Allstate or of such other obligor.
(Section 101)
Except as provided above or as may otherwise be provided in the accompanying
prospectus supplement, there are no "event risks" or similar provisions of the
indentures or the debt securities that are intended to afford protection to
holders in the event of a merger or other significant corporate event involving
Allstate or its subsidiaries.
EVENTS OF DEFAULT
The following are events of default under the applicable indenture with
respect to debt securities of any series:
- we fail to pay the principal, interest or premium on any debt security of
that series when due;
- we fail to pay any interest on any debt securities of that series when
due, continued for 30 days;
- we fail to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
- we fail to perform any other covenant of ours in the applicable indenture,
other than a covenant included in the applicable indenture solely for the
benefit of a series other than that series, continued for 60 days after
written notice has been given by the indenture trustee or by the holders
of at least 25% in principal amount of the outstanding debt securities of
that series, as provided in the applicable indenture;
- in the event subordinated debt securities are issued to a trust in
connection with the issuance of trust preferred securities, the
dissolution, winding-up or termination of such trust, except in connection
with the distribution of subordinated debt securities to the holders of
trust preferred securities in liquidation of such trust, the redemption of
all of the trust preferred securities of
16
such trust, or certain mergers, consolidations or amalgamations permitted
by the declaration of such trust; and
- certain events in bankruptcy, insolvency or reorganization.
(Section 501)
Each indenture provides that if an event of default with respect to the debt
securities of any series at the time outstanding shall occur and be continuing,
either the indenture trustee or the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that series may declare
the principal amount of the debt securities of that series to be due and payable
immediately. However, after such acceleration, but before a judgment or decree
based on acceleration, the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration if all events of default,
other than the nonpayment of accelerated principal, have been cured or waived.
(Section 502) For information as to waiver of defaults, see "Modification and
Waiver."
Subject to the provisions of the applicable indenture relating to the duties
of the indenture trustee in case an event of default shall occur and be
continuing, the indenture trustee will be under no obligation to exercise any of
its rights or powers under the applicable indenture at the request or direction
of any of the holders, unless such holders shall have offered to the indenture
trustee reasonable indemnity. (Section 603) Subject to such provisions for the
indemnification of the indenture trustee, the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the indenture trustee or exercising any trust or power
conferred on the indenture trustee with respect to the debt securities of that
series. (Section 512)
No holder of a debt security of any series will have any right to institute
any proceeding with respect to the applicable indenture, or for the appointment
of a receiver or a trustee, or for any remedy thereunder, unless:
- such holder has previously given written notice to the indenture trustee
of a continuing event of default with respect to the debt securities of
that series;
- the holders of not less than 25% in principal amount of the outstanding
debt securities of that series shall have made proper written request to
the indenture trustee to institute proceedings in respect of such event of
default in its own name as trustee under the applicable indenture;
- such holder or holders have offered to the indenture trustee reasonable
indemnity against costs, expenses and liabilities to be incurred in
compliance with such request;
- the indenture trustee has failed to institute such proceeding for 60 days
after receipt of such notice, request or offer of indemnity; and
- no direction inconsistent with such written request has been given to the
indenture trustee during the 60-day period by the holders of a majority in
principal amount of the outstanding debt securities of that series.
(Section 507)
However, such limitations do not apply to a suit instituted by a holder of a
debt security for the enforcement of payment of the principal, interest or
premium on such debt security on or after the due dates expressed in the debt
security. (Section 508)
Annually, we are required to furnish to each indenture trustee a statement
by certain of our officers as to whether we are in default in the performance or
observance of any of the terms of the applicable indenture and, if so,
specifying all such known defaults. (Section 1004)
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MODIFICATION AND WAIVER
Each of the indentures provide that Allstate and the applicable indenture
trustee may modify and amend the applicable indenture with the consent of the
holders of not less than a majority in principal amount of the outstanding debt
securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
holder of each outstanding debt security affected thereby:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security except to the extent
provided in a prospectus supplement;
- reduce the principal amount of or any premium or interest on any debt
security;
- reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity;
- change the currency of payment of principal, interest or premium on any
debt security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security;
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the applicable indenture;
- reduce the percentage in principal amount of outstanding debt securities
of any series necessary for waiver of compliance with certain provisions
of the applicable indenture or for waiver of certain defaults; or
- modify such provisions with respect to modification and waivers.
(Section 902)
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive compliance by Allstate with certain
restrictive provisions of the applicable indenture. (Section 1010 of the Senior
Indenture and Section 1011 of the Subordinated Indenture) The holders of a
majority in principal amount of the outstanding debt securities of any series
may waive any past default under the applicable indenture, except a default in
the payment of principal, premium or interest and certain covenants and
provisions of the applicable indenture which cannot be amended without the
consent of the holder of each outstanding debt security of such series affected.
(Section 513)
Allstate will be entitled, except in certain limited circumstances, to set
any day as a record date for the purpose of determining the holders of
outstanding debt securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by the applicable indenture. To be effective, any
such action for which we have set a record date must be taken by holders of the
requisite principal amount of debt securities of the relevant series outstanding
on such record date within 180 days after the record date, or within such
shorter period as we may specify. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
Allstate may elect, at its option, to have the provisions of Section 1302,
relating to defeasance and discharge of indebtedness, or Section 1303, relating
to defeasance of certain covenants in the indentures, applied to the debt
securities of any series, or to any specified part of a series. (Section 1301)
DEFEASANCE AND DISCHARGE. Each indenture provides that Allstate may elect
to be discharged from obligations with respect to any particular debt
securities. Such discharge will take effect when Allstate
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deposits in trust for the benefit of the holders of such debt securities money
or U.S. government obligations, or both which, through the payment of principal
and interest in respect thereof in accordance with their terms will provide
money in an amount sufficient to pay the principal, interest and premium on such
debt securities in accordance with their terms. However, such discharge shall
not apply to Allstate's obligations to exchange or register the transfer of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and to hold moneys in trust. Such defeasance or discharge may
occur only if, among other things, Allstate has delivered to the indenture
trustee an opinion of counsel stating that we have received from, or there has
been published by, the United States Internal Revenue Service a ruling, or there
has been a change in tax law, in either case to the effect that holders of the
debt securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such deposit, defeasance and discharge were not
to occur. (Sections 1302 and 1304)
DEFEASANCE OF CERTAIN COVENANTS. Each indenture provides that Allstate may
elect to defease certain covenants with respect to any particular debt
securities. Such defeasance will take effect when Allstate deposits, in trust
for the benefit of the holders of such debt securities, money or U.S. government
obligations, or both, which, through the payment of principal and interest in
accordance with their terms, will provide money in an amount sufficient to pay
the principal, interest and premium on such debt securities in accordance with
their terms. Such defeasance may occur only if, among other things, Allstate has
delivered to the indenture trustee an opinion of counsel stating that holders of
the debt securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit and defeasance and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such deposit and defeasance were not to occur. In
the event Allstate exercises this option with respect to any debt securities and
such debt securities are declared due and payable because of the occurrence of
any event of default, the amount of money and U.S. government obligations so
deposited in trust will be sufficient to pay amounts due on such debt securities
at the time of their stated maturities but may not be sufficient to pay amounts
due on the debt securities upon any acceleration resulting from such event of
default. In such case, we will remain liable for such payments. (Sections 1303
and 1304)
NOTICES
Notices to holders of debt securities will be given by mail to the addresses
of such holders as they may appear in the security register. (Sections 101 and
106)
TITLE
Allstate, the applicable indenture trustee and any agent of Allstate or the
indenture trustee may treat the person in whose name a debt security is
registered as the absolute owner for the purpose of making payment and for all
other purposes. (Section 308)
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York. (Section 112)
REGARDING THE INDENTURE TRUSTEE
State Street Bank and Trust Company, which is the trustee under the
indentures described in this prospectus, performs other services for Allstate
and its affiliates.
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DESCRIPTION OF DEBT WARRANTS
This section describes the terms of the debt warrants that Allstate may
offer from time to time. The particular terms of the warrants offered by any
prospectus supplement and the extent to which the general provisions described
below may apply to such warrants will be outlined in the applicable prospectus
supplement.
We may issue, together with other securities or separately, debt warrants
for the purchase of debt securities. The debt warrants are to be issued under
debt warrant agreements to be entered into between us and a bank or trust
company, as debt warrant agent. A copy of the form of debt warrant agreement,
including the form of warrant certificates representing the debt warrants,
reflecting the alternative provisions to be included in the debt warrant
agreements that will be entered into with respect to particular offerings of
debt warrants, is filed as an exhibit to the registration statement. The
following summaries of certain provisions of the debt warrant agreement and the
debt warrant certificates do not purport to be complete and are subject to all
the provisions of the debt warrant agreement and the debt warrant certificates
with respect to a particular offerings of debt warrants.
GENERAL
You should look in the accompanying prospectus supplement for the following
terms of the offered debt warrants:
- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of such debt warrants and the
procedures and conditions relating to the exercise of such debt warrants;
- the designation and terms of any related debt securities with which such
debt warrants are issued and the number of such debt warrants issued with
each such debt security;
- the date on and after which such debt warrants and the related debt
securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise of each
debt warrant and the price at which such principal amount of debt
securities may be purchased;
- the date on which the right to exercise such debt warrants shall commence
and the date on which such right shall expire;
- whether the debt securities purchasable upon exercise of such debt
warrants are original issue discount debt securities, and discussion of
applicable federal income tax considerations; and
- whether the debt warrants represented by the debt warrant certificate will
be issued in registered or bearer form, and, if registered, where they may
be transferred and registered.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations and debt warrants may be exercised at
the corporate trust office of the debt warrant agent or any other office
indicated in the applicable prospectus supplement. Before the exercise of their
debt warrants, holders of debt warrants will not have any of the rights of
holders of the debt securities purchasable upon such exercise and will not be
entitled to payments of principal, interest or premium on the debt securities
purchasable upon such exercise.
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EXERCISE OF DEBT WARRANTS
Each debt warrant will entitle the holder to purchase for cash such
principal amount of debt securities at such exercise price determinable in the
applicable prospectus supplement. Debt warrants may be exercised at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business of the expiration date,
unexercised debt warrants will become void.
Debt warrants may be exercised as set forth in the applicable prospectus
supplement relating to the debt warrants. Upon receipt of payment and the debt
warrant certificate properly completed and duly executed at the corporate trust
office of the debt warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, forward the debt
securities purchasable upon such exercise. If less than all of the debt warrants
represented by such debt warrant certificate are exercised, a new debt warrant
certificate will be issued for the remaining amount of debt warrants.
DESCRIPTION OF PREFERRED STOCK
This section describes the terms of the preferred stock that Allstate may
offer from time to time. The particular terms of the preferred stock offered by
any prospectus supplement and the extent to which the general provisions
described below may apply to such preferred stock will be outlined in the
applicable prospectus supplement. The preferred stock may be issued from time to
time in one or more series.
We are authorized to issue up to 25,000,000 shares of preferred stock, par
value $1.00 per share, none of which is currently issued and outstanding. Our
Board of Directors is authorized to provide for the issuance of the preferred
stock in a series, to establish or change the number of shares to be included in
each series and to fix the designation, relative rights, preferences and
limitations of each series, subject to such limitations as may be prescribed by
law. In particular, our Board of Directors is authorized, without limitation, to
determine the number of shares, the designation of the series, the dividend
rate, voting rights, conversion rights, redemption provisions, liquidation
rights and sinking fund provisions, all without further action by Allstate's
stockholders.
The preferred stock will be fully paid and nonassessable. Unless otherwise
indicated in an applicable prospectus supplement, the preferred stock will have
preference over our common stock with respect to the payment of dividends and
the distribution of assets in the event of a liquidation, winding up or
dissolution of Allstate. Unless otherwise indicated in an applicable prospectus
supplement, each series of preferred stock will rank on a parity with each other
series.
The following summaries of certain provisions of the preferred stock do not
purport to be complete and are subject to the description included in the
applicable prospectus supplement and to the applicable provisions of our
Certificate of Incorporation and Bylaws.
DIVIDENDS
Holders of shares of the preferred stock of each series shall be entitled to
receive, when declared by our Board of Directors, cash or other dividends at
such rates and on such dates as will be set forth in the applicable prospectus
supplement. Each such dividend shall be payable to holders of record as they
appear on our stock books on such record dates as shall be fixed by the Board of
Directors.
Dividends on any series of the preferred stock may be cumulative or
noncumulative, as provided in the applicable prospectus supplement. If our Board
of Directors fails to declare a dividend payable on a dividend payment date on
any series of the preferred stock for which dividends are noncumulative, then
the holders of such series of the preferred stock will have no right to receive
a dividend in respect of the dividend period ending on such dividend payment
date, and we will have no obligation to pay
21
the dividend accrued for such period, whether or not dividends on such series
are declared payable on any future dividend payment date.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution or winding up of Allstate, the
holders of preferred stock will be entitled to receive out of the assets of
Allstate, before any distribution of assets is made to holders of common stock,
liquidating distributions in the amount of the liquidation price per share, as
set forth in the applicable prospectus supplement, plus all accrued and unpaid
dividends. If, upon any liquidation, dissolution or winding up of Allstate, the
amounts payable with respect to the preferred stock and any other shares of
stock of Allstate ranking as to any such distribution on a parity with the
preferred stock are not paid in full, the holders of the preferred stock and of
such other shares will share ratably in any such distribution of assets of
Allstate in proportion to the full respective preferential amounts to which they
are entitled. After payment of the full amount of the liquidating distribution
the holders of preferred stock will not be entitled to any further participation
in any distribution of assets by us. A consolidation or merger of Allstate with
or into any other corporation or corporations or a sale of all or substantially
all of the assets of Allstate shall not be deemed to be a liquidation,
dissolution or winding up of Allstate.
REDEMPTION
The preferred stock will be redeemable at the times and at the redemption
prices set forth in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, we may
not purchase or redeem any of the outstanding shares of any series of preferred
stock unless full cumulative dividends, if any, have been paid or declared and
set apart for payment upon all outstanding shares of any series of preferred
stock for all past dividend periods, and unless all matured obligations of
Allstate with respect to all sinking funds, retirement funds or purchase funds
for all series of preferred stock then outstanding have been met.
VOTING RIGHTS
Unless otherwise indicated in the applicable prospectus supplement, the
holders of the preferred stock will not be entitled to vote under any
circumstances.
22
DESCRIPTION OF TRUST PREFERRED SECURITIES
This section describes the terms of the trust preferred securities that each
trust may offer from time to time. The particular terms of the trust preferred
securities offered by any prospectus supplement and the extent to which the
general provisions described below may apply to such securities will be outlined
in the applicable prospectus supplement. The trust preferred securities may be
issued from time to time in one or more series.
Each trust may issue, from time to time, only one series of preferred
securities. The declaration of trust for each trust will be qualified as an
indenture under the Trust Indenture Act. The trust preferred securities will
have such terms, including distributions, redemption, voting, liquidation and
such other preferred, deferred or other special rights or such restrictions as
shall be set forth in the declaration or made part of the declaration by the
Trust Indenture Act, and which will mirror the terms of the subordinated debt
securities held by the trust and described in the applicable prospectus
supplement. The following summary does not purport to be complete and is subject
in all respects to the provisions of the applicable declaration, which is filed
as an exhibit to the registration statement of which this prospectus forms a
part, and the Trust Indenture Act.
Reference is made to the prospectus supplement relating to the preferred
securities of any trust for specific terms, including:
- the distinctive designation of such trust preferred securities;
- the number of trust preferred securities issued by such trust;
- the annual distribution rate for trust preferred securities issued by such
trust and the dates upon which distributions are payable; provided,
however, that distributions on such trust preferred securities are payable
on a quarterly basis to holders of the trust preferred securities as of a
record date in each quarter during which such trust preferred securities
are outstanding;
- whether distributions on trust preferred securities issued by such trust
are cumulative and the dates from which distributions will be cumulative;
- the amount which shall be paid out of the assets of such trust to the
holders of trust preferred securities upon dissolution, winding-up or
termination of trust;
- the obligation or the option of a trust to purchase or redeem trust
preferred securities and the prices at which, the periods within which,
and the terms upon which, trust preferred securities may be purchased or
redeemed;
- any voting rights of trust preferred securities in addition to those
required by law, including the number of votes per trust preferred
security and any requirement for the approval by the holders of trust
preferred securities as a condition to specified action or amendments to
the declaration of such trust;
- the terms upon which the subordinated debt securities may be distributed
to holders of trust preferred securities;
- any securities exchange upon which the trust preferred securities shall be
listed; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of trust preferred securities issued by such trust not
inconsistent with its declaration or with applicable law.
We will guarantee all trust preferred securities offered hereby to the extent
set forth below under "Description of Preferred Securities Guarantees." Certain
United States federal income tax considerations applicable to any offering of
trust preferred securities will be described in the applicable prospectus
supplement.
23
In connection with the issuance of trust preferred securities, each trust
will issue one series of common securities having such terms including
distributions, redemption, voting and liquidation rights or such restrictions as
shall be set forth in its declaration. The terms of the common securities will
be substantially similar to the terms of the trust preferred securities issued
by such trust and the common securities will rank equal with, and payments will
be made thereon pro rata, with the trust preferred securities except that, upon
an event of default under the declaration, the rights of the holders of the
common securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the trust preferred securities. Except in certain limited
circumstances, the common securities will carry the right to vote to appoint,
remove or replace any of the trustees of a trust. Directly or indirectly, we
will own all of the common securities of each trust.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If an event of default under the declaration of a trust occurs and is
continuing, then the holders of trust preferred securities of such trust would
rely on the enforcement by the property trustee of its rights as a holder of the
applicable series of subordinated debt securities against us. In addition, the
holders of a majority in liquidation amount of the trust preferred securities of
such trust will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the property trustee or to
direct the exercise of any trust or power conferred upon the property trustee to
exercise the remedies available to it as a holder of the subordinated debt
securities. If the property trustee fails to enforce its rights under the
applicable series of subordinated debt securities, a holder of trust preferred
securities of such trust may institute a legal proceeding directly against us to
enforce the property trustee's rights under the applicable series of
subordinated debt securities without first instituting any legal proceeding
against the property trustee or any other person or entity.
Notwithstanding, if an event of default under the applicable declaration has
occurred and is continuing and such event is attributable to the failure of
Allstate to pay principal or interest on the applicable series of subordinated
debt securities on the date such principal or interest is otherwise payable or
in the case of redemption, on the redemption date, then a holder of trust
preferred securities of such trust may directly institute a proceeding for
enforcement of payment to such holder of the principal or interest on the
applicable series of subordinated debt securities having a principal amount
equal to the aggregate liquidation amount of the trust preferred securities of
such holder on or after the respective due date specified in the applicable
series of subordinated debt securities. In connection with such direct action,
we will be subrogated to the rights of such holder of trust preferred securities
under the applicable declaration to the extent of any payment made by us to such
holder of trust preferred securities in such direct action.
24
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the preferred
securities guarantees which we will execute and deliver for the benefit of the
holders of trust preferred securities. Each preferred securities guarantee will
be qualified as an indenture under the Trust Indenture Act. State Street Bank
and Trust Company will act as the independent preferred guarantee trustee under
each preferred securities guarantee for purposes of compliance with the Trust
Indenture Act. The terms of each preferred securities guarantee will be those
set forth in such preferred securities guarantee. The following summary does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the form of preferred securities
guarantee, which is filed as an exhibit to the registration statement of which
this prospectus forms a part, and the Trust Indenture Act. Each preferred
securities guarantee will be held by the preferred guarantee trustee for the
benefit of the holders of the trust preferred securities of the applicable
trust.
GENERAL
Pursuant to each preferred securities guarantee, we will agree to pay in
full, to the holders of the trust preferred securities issued by a trust, the
guarantee payments, except to the extent paid by such trust, as and when due,
regardless of any defense, right of set-off or counterclaim which such trust may
have or assert. The following payments with respect to trust preferred
securities, to the extent not paid by such trust, will be subject to the
preferred securities guarantee:
- any accrued and unpaid distributions which are required to be paid on such
trust preferred securities, to the extent such trust shall have funds
available;
- the redemption price set forth in the applicable prospectus supplement,
which will not be lower than the liquidation amount, and all accrued and
unpaid distributions, to the extent such trust has funds available
therefor with respect to any trust preferred securities called for
redemption by such trust; and
- upon dissolution, winding-up or termination of such trust other than in
connection with the distribution of subordinated debt securities to the
holders of trust preferred securities or the redemption of all of the
trust preferred securities, the lesser of (1) the aggregate of the
liquidation amount and all accrued and unpaid distributions on such trust
preferred securities to the date of payment, to the extent such trust has
funds available and (2) the amount of assets of such trust remaining
available for distribution to holders of such trust preferred securities
in liquidation of such trust.
Our obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by Allstate to the holders of trust preferred
securities or by causing the applicable trust to pay such amounts to such
holders.
Each preferred securities guarantee will not apply to any payment or
distributions on the trust preferred securities except to the extent such trust
shall have funds available therefor. If we do not make interest payments on the
subordinated debt securities purchased by a trust, such trust will not pay
distributions on the trust preferred securities issued by such trust and will
not have funds available therefor. The preferred securities guarantee, when
taken together with our obligations under the subordinated debt securities, the
Subordinated Indenture and the declaration, including our obligations to pay
costs, expenses, debts and liabilities of such trust other than with respect to
the trust securities, will provide a full and unconditional guarantee on a
subordinated basis by us of payments due on the trust preferred securities.
We have also agreed separately to irrevocably and unconditionally guarantee
the obligations of the trusts with respect to the common securities (our common
securities guarantee) to the same extent as the preferred securities guarantee,
except that upon an event of default under the Subordinated
25
Indenture, holders of trust preferred securities shall have priority over
holders of common securities with respect to distributions and payments on
liquidation, redemption or otherwise.
CERTAIN COVENANTS OF ALLSTATE
In each preferred securities guarantee, we will covenant that, so long as
any trust preferred securities issued by the applicable trust remain
outstanding, if there shall have occurred any event that would constitute an
event of default under such preferred securities guarantee or the declaration of
such trust, then, unless otherwise set forth in an applicable prospectus
supplement, we shall not:
- declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of our
capital stock;
- make any guarantee payments with respect to any of our capital stock;
- make any payment of principal, interest, or premium on or repay,
repurchase or redeem any debt securities (including guarantees) that rank
equal with or junior to such subordinated debt securities.
However, in such circumstances we may:
- declare and pay dividends on, or make distributions with respect to, our
capital stock payable in our common stock;
- redeem or repurchase any rights, declare a dividend of any rights, or
issue any security under our rights plan;
- purchase or acquire shares of common stock in connection with the
satisfaction of our obligations under any employee benefit plan;
- carry out any reclassification of Allstate's capital stock or the exchange
or conversion of one class or series of Allstate's capital stock for
another class or series of Allstate's capital stock; and
- purchase fractional interests in shares of Allstate's capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
Each preferred securities guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of the
outstanding trust preferred securities issued by the applicable trust except
with respect to any changes which do not adversely affect the rights of holders
of trust preferred securities in which case no vote will be required. The manner
of obtaining any such approval of holders of such trust preferred securities
will be as set forth in the applicable prospectus supplement. All guarantees and
agreements contained in a preferred securities guarantee shall bind the
successors, assigns, receivers, trustees and representatives of Allstate and
shall inure to the benefit of the holders of the trust preferred securities of
the applicable trust then outstanding.
TERMINATION
Each preferred securities guarantee will terminate as to the trust preferred
securities issued by the applicable trust:
- upon full payment of the redemption price of all trust preferred
securities of such trust; or
- upon distribution of the subordinated debt securities held by such trust
to the holders of the trust preferred securities of such trust; or
- upon full payment of the amounts payable in accordance with the
declaration of such trust upon liquidation of such trust.
26
Each preferred securities guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of trust preferred
securities issued by the applicable trust must restore payment of any sums paid
under such trust preferred securities or such preferred securities guarantee.
The subordination provisions of the subordinated debt securities provide
that in the event payment is made on the subordinated debt securities or the
preferred securities guarantee in contravention of such provisions, such
payments shall be paid over to the holders of senior indebtedness.
EVENTS OF DEFAULT
An event of default under a preferred securities guarantee will occur upon
the failure of Allstate to perform any of its obligations thereunder.
The holders of a majority in liquidation amount of the trust preferred
securities relating to such preferred securities guarantee have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the preferred guarantee trustee in respect of the guarantee or to
direct the exercise of any trust or power conferred upon the preferred guarantee
trustee under such trust preferred securities. If the preferred guarantee
trustee fails to enforce such preferred securities guarantee, any holder of
trust preferred securities relating to such guarantee may institute a legal
proceeding directly against Allstate to enforce the preferred guarantee
trustee's rights under such guarantee, without first instituting a legal
proceeding against the relevant trust, the guarantee or any other person or
entity. Notwithstanding, if we fail to make a guarantee payment, a holder of
trust preferred securities may directly institute a proceeding against us for
enforcement of the preferred securities guarantee for such payment. We waive any
right or remedy to require that any action be brought first against such trust
or any other person or entity before proceeding directly against us.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
Unless otherwise indicated in an applicable prospectus supplement, the
preferred securities guarantees will constitute unsecured obligations of
Allstate and will rank:
- subordinate and junior in right of payment to all other liabilities of
Allstate;
- equal with the most senior preferred or preference stock now or hereafter
issued by us and with any guarantee now or hereafter entered into by us in
respect of any preferred or preference stock of any affiliate of Allstate;
and
- senior to common stock.
The terms of the trust preferred securities provide that each holder agrees to
the subordination provisions and other terms of the preferred securities
guarantee.
The preferred securities guarantees will constitute a guarantee of payment
and not of collection; that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
guarantee without instituting a legal proceeding against any other person or
entity.
INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE
The preferred guarantee trustee, before the occurrence of a default with
respect to a preferred securities guarantee, undertakes to perform only such
duties as are specifically set forth in such preferred securities guarantee and,
after default, shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. The preferred guarantee
trustee is under no obligation to exercise any of the powers vested in it by a
preferred securities guarantee at the request of any holder of preferred
securities, unless offered reasonable indemnity against the costs, expenses and
liabilities which might be incurred.
GOVERNING LAW
The preferred securities guarantees will be governed by and construed in
accordance with the internal laws of the State of New York.
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PLAN OF DISTRIBUTION
Allstate may sell any series of debt securities, debt warrants and preferred
stock and the trusts may sell the trust preferred securities being offered
directly to one or more purchasers, through agents, to or through underwriters
or dealers, or through a combination of any such methods of sale. The
distribution of the securities may be effected from time to time in one or more
transactions at fixed prices, which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The prospectus supplement will set forth the terms of the
offering, including the names of any underwriters, dealers or agents, the
purchase price of such securities and the proceeds to us and/or a trust from
such sale, any underwriting discounts and commissions or agency fees and other
items constituting underwriters' or agents' compensation, any initial public
offering price and any discounts or concessions allowed or paid to dealers or
any securities exchange on which such securities may be listed. Any initial
public offering price, discounts or concessions allowed or paid to dealers may
be changed from time to time.
Any discounts, concessions or commissions received by underwriters or agents
and any profits on the resale of securities by them may be deemed to be
underwriting discounts and commissions under the Act. Unless otherwise set forth
in the applicable prospectus supplement, the obligations of underwriters to
purchase the offered securities will be subject to certain conditions precedent,
and such underwriters will be obligated to purchase all such securities, if any
are purchased. Unless otherwise indicated in the applicable prospectus
supplement, any agent will be acting on a best efforts basis for the period of
its appointment.
Under certain circumstances, we may repurchase offered securities and
reoffer them to the public as set forth above. We may also arrange for
repurchase and resale of such offered securities by dealers.
We may authorize underwriters, dealers or other persons acting as our agents
to solicit offers by certain institutions to purchase securities from us,
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by us. The obligations of any purchaser under any
such contract will be subject to the conditions that the purchase of the offered
securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
In connection with the offering of securities, Allstate or any trust, may
grant to the underwriters an option to purchase additional securities to cover
over-allotments at the initial public offering price, with an additional
underwriting commission, as may be set forth in the accompanying prospectus
supplement. If Allstate or any trust grants any over-allotment option, the terms
of such over-allotment option will be set forth in the prospectus supplement for
such securities.
The securities may be a new issue of securities that have no established
trading market. Any underwriters to whom securities are sold for public offering
and sale may make a market in such securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. Such securities may or may not be listed on a national securities
exchange. No assurance can be given as to the liquidity of or the existence of
trading markets for any securities.
Under agreements which may be entered into by Allstate or any trust,
underwriters and agents who participate in the distribution of securities may be
entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Such underwriters and agents may be customers of, engaged in
transactions with, or perform other services for Allstate and its subsidiaries
from time to time.
28
LEGAL OPINION
The validity of the securities offered hereby will be passed upon for us by
Kirkland & Ellis, a partnership including professional corporations, Chicago,
Illinois, counsel for Allstate, and certain matters of Delaware law relating to
the validity of the trust preferred securities of Allstate Financing III, IV, V
and VI will be passed upon for the trusts by Morris, James, Hitchens & Williams
LLP, Wilmington, Delaware, special Delaware counsel for the trusts.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 1999 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
With respect to the unaudited interim financial information for the periods
ended March 31, 2000 and 1999 which is incorporated herein by reference,
Deloitte & Touche LLP have applied limited procedures in accordance with
professional standards for a review of such information. However, as stated in
their report included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their report on the unaudited interim
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
29
$550,000,000
THE ALLSTATE CORPORATION
5.375% SENIOR NOTES DUE 2006
[LOGO]
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P R O S P E C T U S S U P P L E M E N T
November 26, 2001
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SALOMON SMITH BARNEY
BNY CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
JPMORGAN
WACHOVIA SECURITIES
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
MERRILL LYNCH & CO.
SUNTRUST ROBINSON HUMPHREY
UBS WARBURG