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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
Annual Report Pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition period from to
Commission File Number 001-32192
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ALLSTATE LIFE GLOBAL FUNDING
(depositor of Allstate Life Global Funding Trust 2005 - 8 (the "Trust"))
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (704) 365-0569
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Registered
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Floating Rate Secured Medium Term Notes due 2010 of the Trust
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No /X/
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No /X/
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Indicate by checkmark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large accelerated filer Accelerated filer Non-accelerated filer /X/
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act.) Yes No /X/
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of the last business day of the registrant's most recently completed second
fiscal quarter.
Not applicable.
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Documents Incorporated by Reference:
The following documents are incorporated herein by reference:
o Annual Report on Form 10-K of Allstate Life Insurance Company for the year
ended December 31, 2005 filed on March 13, 2006.
o Quarterly Reports on Form 10-Q of Allstate Life Insurance Company for the
quarters ended March 31, 2005 filed on May 6, 2005, June 30, 2005 filed on
August 8, 2005 and September 30, 2005 filed on November 7, 2005.
o Current Reports on Form 8-K of Allstate Life Insurance Company filed on
February 2, 2005, February 8, 2005, April 25, 2005, April 27, 2005, July
13, 2005, July 25, 2005, August 3, 2005 and October 24, 2005.
o Current Reports on Form 8-K of Allstate Life Global Funding filed on
December 8, 2005, December 29, 2005 and January 17, 2006.
Item 1: BUSINESS
Not applicable.
Item 1A.: RISK FACTORS
Not applicable.
Item 1B.: UNRESOLVED STAFF COMMENTS
None.
Item 2: PROPERTIES
Not applicable.
Item 3: LEGAL PROCEEDINGS
None.
Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The notes issued by the Trust are represented by one or more physical
certificates registered in the name of Cede & Co., the nominee of the Depository
Trust Company.
Item 6: SELECTED FINANCIAL DATA
Not applicable.
Item 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not applicable.
Item 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
Item 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
Item 9A: CONTROLS AND PROCEDURES
Not applicable.
Item 9B: OTHER INFORMATION
None.
PART III
Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Not applicable.
Item 11: EXECUTIVE COMPENSATION
Not applicable.
Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Not applicable.
Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
Item 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable.
PART IV
Item 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)
None.
(a)(2)
None.
(a)(3)
Except as otherwise indicated, the following Exhibits are filed
herewith and made a part hereof:
Exhibit Number Description of Document
31 Certification dated March 28, 2006, pursuant to Rules 13a-14 and 15d-14
under the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2005.
99.1 Trustee's Annual Statement of Compliance dated March 27, 2006.
99.2 Report of Independent Registered Public Accounting Firm dated March 27,
2006.
(b)
See (a)(3) above.
(c)
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLSTATE LIFE GLOBAL FUNDING
as depositor of
ALLSTATE LIFE GLOBAL FUNDING TRUST 2005-8
(Registrant)
By: AMACAR Pacific Corp., not in its individual capacity,
but solely as administrator*
By: /s/ Evelyn Echevarria
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Name: Evelyn Echevarria
Title: Vice President
Date: March 28, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant, in the capacity and on the date indicated.
ALLSTATE LIFE GLOBAL FUNDING
as depositor of
ALLSTATE LIFE GLOBAL FUNDING TRUST 2005-8
(Registrant)
By: /s/ Douglas K. Johnson
----------------------
Name: Douglas K. Johnson
Title: Chief Executive Officer and Director of
AMACAR Pacific Corp. (Principal Executive Officer)
Date: March 28, 2006
By: /s/ Juliana C. Johnson
------------------------
Name: Juliana C. Johnson
Title: Chief Financial Officer, Principal Accounting
Officer and Director of AMACAR Pacific Corp.
(Principal Financial Officer and Principal Accounting
Officer)
Date: March 28, 2006
*Allstate Life Global Funding and Allstate Life Global Funding Trust 2005-8 are
statutory trusts organized under the laws of the State of Delaware and have no
officers. AMACAR Pacific Corp., as administrator, is the sole provider of
administrative services to Allstate Life Global Funding and Allstate Life Global
Funding Trust 2005-8.