UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
THE
(Exact name of registrant as specified in its charter)
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction of | File Number) | Identification No.) | ||
| incorporation) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) (
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 |
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).
| Emerging growth company |
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 3 – Securities and Trading Markets
Item 3.03. Material Modification to Rights of Security Holders.
Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series H, par value $1.00 per share and liquidation preference $25,000 per share (the “Series H Preferred Stock”) by The Allstate Corporation (the “Registrant”) expected to take place on August 8, 2019, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to, or on parity with, the Series H Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series H Preferred Stock for the last preceding dividend period. The terms of the Series H Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Series H Preferred Stock, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 5, 2019, the Registrant filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series H Preferred Stock. The Certificate of Designations became effective upon filing, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Section 8 – Other Events
Item 8.01. Other Events.
On August 1, 2019, the Registrant entered into an Underwriting Agreement (the “Series H Preferred Stock Underwriting Agreement”) with BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Representatives”), with respect to the offer and sale by the Registrant of an aggregate of 46,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of the Series H Preferred Stock. 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 “Registration Statement”).
The Series H Preferred Stock Underwriting Agreement is being filed with this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated as of August 1, 2019, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
| 3.1 | Certificate of Designations with respect to the Series H Preferred Stock of the Registrant, dated August 5, 2019. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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 5, 2019
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