| Common Stock, par value $0.01 per share | ALL | New York Stock Exchange |
| Common Stock, par value $0.01 per share | ALL | Chicago Stock Exchange |
| |
| Series A Preferred Stock |
| Series D Preferred Stock |
| Series E Preferred Stock |
| Series F Preferred Stock |
| Series G Preferred Stock |
| New York Stock Exchange, Inc. |
| Chicago Stock Exchange, Inc. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 8, 2019
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 1-11840 | | 36-3871531 |
| (State or other | | (Commission | | (IRS Employer |
| jurisdiction of | | File Number) | | Identification No.) |
| incorporation) | | | | |
2775 Sanders Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) (847) 402-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | ALL | New York Stock Exchange Chicago Stock Exchange |
| 5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 | ALL.PR.B | New York Stock Exchange |
| Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series A | ALL PR A | New York Stock Exchange |
| Depositary Shares represent 1/1,000th of a share of 6.625% Noncumulative Preferred Stock, Series D | ALL PR D | New York Stock Exchange |
| Depositary Shares represent 1/1,000th of a share of 6.625% Noncumulative Preferred Stock, Series E | ALL PR E | New York Stock Exchange |
| Depositary Shares represent 1/1,000th of a share of 6.250% Noncumulative Preferred Stock, Series F | ALL PR F | New York Stock Exchange |
| Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G | ALL PR G | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 8 – Other Events
Item 8.01. Other Events.
Series H Preferred Stock Offering
On August 8, 2019, The Allstate Corporation (the “Registrant”) closed the public offering of an aggregate of 46,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series H, par value $1.00 per share and liquidation preference of $25,000 per share (the “Series H Preferred Stock”) of the Registrant. The offering and sale of the Depositary Shares and Series H Preferred Stock were registered under the Registrant’s registration statement on Form S-3 (File No. 333-224541).
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 August 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares; (ii) the Form of Series H Preferred Stock Certificate; (iii) the Form of Depositary Receipt; and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Series H Preferred Stock.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THE ALLSTATE CORPORATION |
| | |
| | By: | /s/ Daniel G. Gordon |
| | Name: | Daniel G. Gordon |
| | Title: | Vice President, Assistant General Counsel and Assistant Secretary |
Date: August 8, 2019
