1 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 Date of Report (Date of earliest event reported): December 16, 1997 THE ALLSTATE CORPORATION --------------------------------------------------------------- (Exact name of Registrant as specified in its charter Delaware 1-11840 36-3871531 - ------------------------------------------------------------------------------- (State or other (Commission (I.R.S. 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 ----------------------------------------------------------- (Former address, if changed since report.) 2 ITEM 5. OTHER EVENTS Exhibits are filed herewith in connection with the Prospectus Supplement to the Prospectus dated October 1, 1996, filed as part of the Registration Statement on Form S-3 (Registration No. 333-10857; declared effective on October 1, 1996) 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 "Indenture"). On December 16, 1997, the Company executed an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated ("MS") and certain other underwriters named therein. Pursuant to the Underwriting Agreement, the Company will issue $250,000,000 principal amount of 7 1/8 % Senior Quarterly Interest Bonds due December 15, 2097 (the "Bonds") under the First Supplemental Indenture, dated as of December 16, 1997. The Underwriting Agreement, the form of Bonds, the Indenture and the First Supplemental Indenture with respect to the Bonds are filed as exhibits hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 1 Underwriting Agreement, dated as of December 16, between the Company and Morgan Stanley Co. Incorporated and certain other underwriters. 4.1 Form of The Allstate Corporation's 71/8 % Senior Quarterly Interest Bonds due December 15, 2097. 4.2 Indenture, dated as of December 16, 1997, between the Company and the Trustee relating to Senior Debt Securities. 4.3 First Supplemental Indenture, dated as of December 16, 1997, between the Company and the Trustee. 2 3 SIGNATURE 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, thereto duly authorized. THE ALLSTATE CORPORATION ----------------------------------- (Registrant) By: /s/ Samuel H. Pilch ------------------------------- By: Samuel H. Pilch Its: Controller Dated: December 16, 1997 3 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 THE ALLSTATE CORPORATION EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED DECEMBER 16, 1997 Commission File Number 1-11840 4 5 Exhibit Index Exhibit No. Description - ----------- ----------- 1 Underwriting Agreement, dated as of December 16, between the Company and Morgan Stanley Co. Incorporated and certain other underwriters. 4.1 Form of The Allstate Corporation's 7 1/8 % Senior Quarterly Interest Bonds due December 15, 2097. 4.2 Indenture, dated as of December 16, 1997, between the Company and the Trustee relating to Senior Debt Securities. 4.3 First Supplemental Indenture, dated as of December 16, 1997, between the Company and the Trustee. 5