Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ALL > SEC Filings for ALL > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for ALLSTATE CORP

Form 8-K for ALLSTATE CORP


23-Dec-2013

Material Modification to Rights of Security Holders, Other Events, Financial Statem


Item 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the shares of Fixed Rate Noncumulative Perpetual Preferred Stock, Series D, par value $1.00 per share and liquidation preference $25,000 per share (the "Preferred Stock") by The Allstate Corporation (the "Registrant") on December 23, 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 8.01. Other Events.

On December 23, 2013, the Registrant closed the public offering of 795,000 Depositary Shares, each representing a 1/1000th interest in a share of the Preferred Stock, which were registered under the Registrant's registration statement on Form S-3 (File No. 333-181059) (the "Registration Statement").

The following documents were also filed on December 16, 2013 with a Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated December 16, 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; and (iii) the Form of Depositary Receipt.

In connection with the issuance of the Depositary Shares and the related Preferred Shares, the validity opinion and consent of Willkie Farr & Gallagher LLP is being filed with this Form 8-K and is incorporated herein by reference.



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 December 13, 2013 (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed December 16, 2013).
4.1 Deposit Agreement, dated December 16, 2013, among the Registrant, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed December 16, 2013).
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).

-2-


  Add ALL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ALL - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.