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ALL > SEC Filings for ALL > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Form 8-K for ALLSTATE CORP


30-Sep-2013

Material Modification to Rights of Security Holders, Amendments to Articles of Inc.


Item 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $25,000 per share (the "Preferred Stock") by The Allstate Corporation (the "Registrant") on September 30, 2013, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to, or on parity with, the Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period. The terms of the Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Preferred Stock, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.



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

On September 26, 2013, the Registrant filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing, and a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Section 8 - Other Events



Item 8.01. Other Events.

On September 27, 2013, Wells Fargo Securities, LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC and, as representatives (the "Representatives") of the several underwriters named in the Underwriting Agreement, dated September 23, 2013, between the Registrant and the Representatives, exercised their option to purchase as additional 1,400,000 depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the Preferred Stock, to cover over-allotments.

On September 30, 2013, the Registrant closed the public offering of 15,400,000 Depositary Shares, which were registered under the Registrant's registration statement on Form S-3 (File No. 333-181059) (the "Registration Statement"). The Representatives have an option to purchase an additional 700,000 Depositary Shares to cover over-allotments.

The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated September 30, 2013, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares; (ii) the Form of Preferred Stock Certificate;
(iii) the Form of Depositary Receipt; and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable


(d) Exhibits

3.1 Certificate of Designations with respect to the Preferred Stock of the Registrant, dated September 26, 2013.

4.1 Deposit Agreement, dated September 30, 2013, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.

4.2 Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.1 above).

4.3 Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above).

5.1 Opinion of Willkie Farr & Gallagher LLP.

23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).


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