SECURITIES AND EXCHANGE COMMISSION Washington, D.C. --------------------- 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) April 26, 2000 THE ALLSTATE CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-11840 36-3871531 - ---------------- ----------- -------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 2775 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062 - --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (847) 402-5000 -------------- Page 1 of 40 Exhibit Index at page 4 Item 5. OTHER EVENTS Certain exhibits are filed herewith in connection with the Prospectus Supplement dated April 26, 2000 to the Prospectus dated August 25, 1998, filed as part of the Registration Statement on Form S-3 (Registration No. 333-61817; declared effective on August 25, 1998) filed by The Allstate Corporation (the "Company") with the Securities and Exchange Commission covering Debt Securities issuable under an Indenture relating to Senior Debt Securities, dated as of December 16, 1997, between the Company and State Street Bank & Trust Company (the "Senior Indenture"), as amended by the Third Supplemental Indenture dated as of July 23, 1999 (the "Third Supplemental Indenture"). On April 26, 2000, the Company executed an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated and certain other underwriters named therein. Pursuant to the Underwriting Agreement, the Company has issued $900,000,000 principal amount of 7 7/8% Senior Notes Due 2005 (the "Securities") under the Fifth Supplemental Indenture, dated as of May 1, 2000 (the "Fifth Supplemental Indenture"). The Underwriting Agreement and the Fifth Supplemental Indenture are filed as exhibits hereto. The form of the Securities is included as Exhibit A to the Fifth Supplemental Indenture. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 Underwriting Agreement, dated as of April 26, 2000, between the Company and Morgan Stanley & Co. Incorporated and certain other underwriters. 4.1 Fifth Supplemental Indenture, dated as of May 1, 2000, between the Company and the Trustee, including the form of the Securities as Exhibit A. Page 2 of 40 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, thereunto duly authorized. THE ALLSTATE CORPORATION By /s/ Samuel H. Pilch -------------------------- Name: Samuel H. Pilch Title: Controller May 4, 2000 Page 3 of 40 INDEX TO EXHIBITS Sequential Page Number Description Number - ------ ----------- ------ 1 Underwriting Agreement, dated as of 5 April 26, 2000, between the Company and Morgan Stanley & Co. Incorporated and certain other underwriters 4.1 Fifth Supplemental Indenture, dated as 26 of May 1, 2000, between the Company and the Trustee, including the form of the Securities as Exhibit A Page 4 of 40