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 jurisdiction |
(Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(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 8 — Other Events
Item 8.01. Other Events.
On September 3, 2019, The Allstate Corporation (the “Registrant”) issued a press release announcing that it had called for redemption (i) all 5,400 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series D, par value $1.00 per share and liquidation preference $25,000 per share (the “Series D Preferred Stock”), and the corresponding depositary shares (the “Series D Depositary Shares”), each representing a 1/1,000th interest in a share of the Series D Preferred Stock; (ii) all 29,900 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series E, par value $1.00 per share and liquidation preference $25,000 per share (the “Series E Preferred Stock”), and the corresponding depositary shares (the “Series E Depositary Shares”), each representing a 1/1,000th interest in a share of the Series E Preferred Stock; and (iii) all 10,000 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series F, par value $1.00 per share and liquidation preference $25,000 per share (the “Series F Preferred Stock” and, collectively with the Series D Preferred Stock and the Series E Preferred Stock, the “Preferred Stock”), and the corresponding depositary shares (the “Series F Depositary Shares” and, collectively with the Series D Depositary Shares and the Series E Depositary Shares, the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Series F Preferred Stock, on October 15, 2019 (the “Redemption Date”). The Series D Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR D” (CUSIP No. 020002804), the Series E Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR E” (CUSIP No. 020002879), and Series F Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR F” (CUSIP No. 020002853).
The Depositary Shares will be redeemed for a redemption price equal to $25.00 per Depositary Share (equivalent to $25,000 per share of Preferred Stock) (the “Redemption Payment”) for a total Redemption Payment of $1,132,500,000. From and after the Redemption Date, all dividends will cease to accrue on the redeemed Preferred Stock.
On October 15, 2019, a dividend of $0.4140625 per Series D Depositary Share, $0.4140625 per Series E Depositary Share, and $0.390625 per Series F Depositary Share shall be paid in cash to the record holders at the close of business on September 30, 2019. All Depositary Shares are held in book-entry form through The Depository Trust Company.
A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99 | Registrant’s press release dated September 3, 2019. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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 (Registrant) | ||
| By: | /s/ Daniel G. Gordon | |
| Name: | Daniel G. Gordon | |
| Title: | Vice President, Assistant General Counsel and Assistant Secretary | |
| Date: September 3, 2019 | ||
Exhibit 99
NEWS
FOR IMMEDIATE RELEASE
| Contact: | Greg Burns | John Griek |
| 847-402-5600 | 847-402-2244 |
Allstate Announces Redemption of Series D, E and F Preferred Stock
NORTHBROOK, Ill., Sept. 3, 2019 – The Allstate Corporation (NYSE: ALL) today announced that on Oct. 15, 2019, it will redeem all of its outstanding Series D, E and F Preferred Stock at par for a total redemption payment of $1.133 billion. Allstate will use the proceeds of its Aug. 8, 2019, $1.150 billion issuance of 5.10% Fixed Rate Noncumulative Perpetual Preferred Stock, Series H, to fund the redemption. The average dividend yield of the securities to be redeemed is 6.54%.
The redemption will include all 5,400 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series D; all 29,900 shares of its Fixed Rate Noncumulative Preferred Stock, Series E; and all 10,000 shares of its Fixed Rate Noncumulative Preferred Stock, Series F; as well as the corresponding Depositary Shares, each representing a 1/1,000th interest in a share of the Preferred Stock.
The Depositary Shares are currently traded on the New York Stock Exchange under the symbols “ALL PR D” (CUSIP No. 020002804), “ALL PR E” (CUSIP No. 020002879) and “ALL PR F” (CUSIP No. 020002853). The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share, representing a total redemption payment of $1,132,500,000.
On Oct. 15, 2019, a dividend in the amount of $0.4140625 per Series D and E Depositary Shares and $0.390625 per Series F Depositary Shares will be paid in cash to holders of record at the close of business on Sept. 30, 2019. On and after the redemption date, the Series D, E and F Preferred Stock will no longer be deemed outstanding, and no further dividends will be declared or payable on them.
The Depositary Shares are held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Equiniti Trust Company, Allstate’s redemption agent for the Depositary Shares. Questions about the notice of redemption and related materials should be directed to EQ Shareowner Services by mail at P.O. Box 64858, St. Paul, MN, 55164-0858, Attention: Corporate Actions; by overnight courier at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN, 55120-4100, Attention: Corporate Actions.
This news release does not constitute a notice of redemption under the certificates of designation governing the Series D, E and F Preferred Stock or the deposit agreements governing the Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by The Allstate Corporation.
Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.
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