UNITED STATES
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): September 11, 2005
THE ALLSTATE CORPORATION
(Exact name of Registrant as Specified in Charter)
|
Delaware |
|
1-11840 |
|
36-3871531 |
|
(State or other |
|
(Commission |
|
(IRS Employer |
|
jurisdiction of |
|
File Number) |
|
Identification No.) |
|
organization) |
|
|
|
|
|
|
|
|
|
|
|
2775 Sanders Road |
|
|
||
|
Northbrook, Illinois |
|
60062 |
||
|
(Address of Principal Executive Offices) |
|
Zip |
||
Registrant’s telephone number, including area code: (847) 402-5000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 11, 2005, the Registrant’s Board of Directors adopted a resolution, effective immediately, to amend Article IV of the Registrant’s bylaws and to restate the bylaws. Article IV was amended to: (1) permit indemnification of employees of subsidiaries providing services to the Registrant; (2) change the circumstances under which an Employee Indemnitee may be indemnified; (3) clarify items included in indemnification; (4) change the conditions under which expenses are advanced; (5) change the impact of modifications of law or Article IV; and (6) exclude indemnification for actions, suits, or proceedings initiated by a Covered Person, unless the Board authorizes such action, suit or proceeding. A copy of the amended and restated bylaws is furnished as Exhibit 3.1 to this report.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
3.1 |
|
The Allstate Corporation Amended and Restated Bylaws |
|
|
|
September 11, 2005. |
2
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/ Mary J. McGinn |
|
|
|
|
|
Name: |
Mary J. McGinn |
|
|
|
|
Title: |
Assistant Secretary |
|
Date: September 13, 2005
3