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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 25, 1996
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(Date of earliest event reported)
THE ALLSTATE CORPORATION
Allstate Financing I
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(Exact name of Registrant as specified in its charter)
Delaware 1-11840 36-3871531
Delaware 1-14484 Applied For
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
2775 Sanders Road, Northbrook, IL 60062
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(Address of principal executive offices, including zip code)
(847) 402-5000
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On August 27, 1996, The Allstate Corporation (the "Company") and Allstate
Financing I, Allstate Financing II, Allstate Financing III and Allstate
Financing IV filed a Registration Statement on Form S-3 (No. 333-10857). Such
Registration Statement was declared effective by the Commission on October 1,
1996.
On November 25, 1996, Allstate Financing I issued 20,000,000 7.95%
Cumulative Quarterly Preferred Securities, Series A, guaranteed to the extent
provided in the Registration Statement by the Company.
On November 27, 1996, Allstate Financing I issued 2,000,000 7.95%
Cumulative Quarterly Preferred Securities, Series A, guaranteed to the extent
provided in the Registration Statement by the Company. The sole assets of
Allstate Financing I are $567,010,325 of 7.95% Junior Subordinated Deferrable
Interest Debentures, Series A, of the Company.
This form 8-K includes as exhibits conformed copies of the definitive
Indenture, Amended and Restated Declaration of Trust of Allstate Financing I,
First Supplemental Indenture, Preferred Securities Guarantee, form of the
Company's 7.95% Junior Subordinated Debenture, form of Allstate Financing I's
Preferred Security and form of Underwriting Agreement. These exhibits are
being filed herewith for purposes of incorporation by reference, pursuant to
Rule 12b-32(c) under the Security Act of 1934, in the Registration Statement.
(c) Exhibits.
Exhibit Number by
Reference to Item Description
601 of Regulation
8-K
4.1 Indenture dated as of November
25, 1996 between the Company and State
Street Bank and Trust Company, as
trustee.
4.2 Amended and Restated Declaration
of Trust dated as of November 25,
1996 among Joseph T. Kane
and Jennifer M Hager, as Regular
Trustees, Delaware Trust Capital
Management, Inc., as Delaware Trustee,
State Street Bank and Trust Company,
as Property Trustee and the Company.
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4.3 First Supplemental Indenture
dated as of November 25, 1996 between
the Company and State Street Bank and
Trust Company, as Trustee.
4.4 Preferred Security Guarantee
dated as of November 25, 1996 between
the Company and State Street Bank and
Trust Company, as Preferred Guarantee
Trustee.
4.5 Form of 7.95% Junior
Subordinated Deferable Interest
Debenture (included as an exhibit
in Exhibit 4.3 above).
4.6 Form of Preferred Security (included
as an exhibit in Exhibit 4.2 above).
4.7 Form of Underwriting Agreement
(included as an exhibit in Exhibit
4.2 above).
8.1 Opinion of Skadden, Arps,
Slate, Meagher & Flom (Illinois), as
to certain United States tax matters.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Allstate Corporation and Allstate Financing I have duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
THE ALLSTATE CORPORATION
By: /s/ James P. Zils
Name: James P. Zils
Title: Treasurer
ALLSTATE FINANCING I
By: /s/Joseph T. Kane
Name: Joseph T. Kane,
as Regular Trustee
December 6, 1996
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Indenture dated as of November
25, 1996 between the Company and State
Street Bank and Trust Company, as
trustee.
4.2 Amended and Restated Declaration of
Trust dated as of November 25, 1996
among Joseph T. Kane and Jennifer M
Hager, as Regular Trustees, Delaware
Trust Capital Management, Inc., as
Delaware Trustee, State Street Bank and
Trust Company, as Property Trustee and
the Company.
4.3 First Supplemental Indenture
dated as of November 25, 1996 between
the Company and State Street Bank and
Trust Company, as Trustee.
4.4 Preferred Security Guarantee
dated as of November 25, 1996 between
the Company and State Street Bank and
Trust Company, as Preferred Guarantee
Trustee.
4.5 Form of 7.95% Junior
Subordinated Deferable Interest
Debenture (included as an exhibit in
Exhibit 4.3 above).
4.6 Form of
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Preferred Security (included as an
exhibit in Exhibit 4.2 above).
4.7 Form of Underwriting Agreement
(included as an exhibit in Exhibit
4.2 above).
8.1 Opinion of Skadden, Arps,
Slate, Meagher & Flom (Illinois), as
to certain United States tax matters.
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