PRICING SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-125937
Pricing Supplement No. 14 Dated November 29, 2005
(To Prospectus dated August 16, 2005, and Prospectus
Supplement dated August 16, 2005)
CUSIP: 02003GCN5
ALLSTATE LIFE GLOBAL FUNDING
SECURED MEDIUM TERM NOTES
ISSUED THROUGH
ALLSTATE LIFE GLOBAL FUNDING TRUST 2005-8 (THE "TRUST")
EXTENDIBLE FLOATING RATE NOTES DUE 2010
The description in this pricing supplement of the particular terms of the
Secured Medium Term Notes offered hereby supplements the description of the
general terms and provisions of the notes set forth in the accompanying
prospectus and prospectus supplement, to which reference is hereby made.
Principal Amount: $750,000,000 Agent(s) Discount: 0.15%
Issue Price: 100.00% Original Issue Date: December 2, 2005
Net Proceeds to the Trust: $748,875,000
Initial Maturity Date: December 27, 2006, or
if such day is not a Business Day, the
immediately preceding Business Day
Maturity Date: December 27, 2010, or, if such
day is not a Business Day, the immediately
preceding Business Day
Funding Agreement Number(s): FA-41089
Specified Currency: U.S. Dollars Depositary: The Depository Trust Company
Interest Payment Dates: In respect of any Interest Reset Dates: The 27th of each
month; Extendible Floating Rate Notes offered by this subject to adjustment in
accordance with the Pricing Supplement, Interest Payment Dates will Modified
Following Business Day convention, be the 27th of each month, commencing on
provided that if any Interest Reset Date December 27, 2005, subject to
adjustment in would otherwise be a day that is not a accordance with the
Modified Following Business Business Day, such Interest Reset Date shall
Day convention, provided that if any Interest be the immediately succeeding Business Day,
Payment Date would otherwise be a day that is except that, if such Business Day is in the
not a Business Day, such Interest Payment Date succeeding calendar month, such Interest
shall be the immediately succeeding Business Reset Date shall be the immediately preceding
Day, except that, if such Business Day is in Business Day. However, this convention will
the succeeding calendar month, such Interest not extend beyond any Final Maturity Date.
Payment Date shall be the immediately preceding
Business Day. However, this convention will
not extend beyond any Final Maturity Date. The
final Interest Payment Date for the Senior
Extendible Securities, or any portion of the
Senior Extendible Securities maturing prior to
the Final Maturity Date, will be the relevant
maturity date and interest for the final
Interest Accrual Period will accrue from and
including the Interest Payment Date immediately
preceding such maturity date to but excluding
the relevant maturity date.
Initial Interest Payment Date: December 27, Initial Interest Reset Date: December 27,
2005. 2005.
Regular Record Date: 15 calendar days prior to the Interest
Payment Date
Type of Interest Rate: [ ] Fixed Rate [v] Floating Rate
Fixed Rate Notes: [ ] Yes [v] No. If, Yes,
Interest Rate: [ ]
Floating Rate Notes: [v] Yes [ ] No. If, Yes,
Regular Floating Rate Notes: [v] Yes [ ] No. If, Yes,
Interest Rate: Interest Rate Basis plus the Spread
Interest Rate Basis(es): See below
Floating Rate/Fixed Rate Note: [ ] Yes[v] No. If, Yes,
Floating Interest Rate:
Interest Rate Basis(es):
Fixed Interest Rate:
Fixed Rate Commencement Date:
Inverse Floating Rate Note: [ ] Yes [v] No. If, Yes,
Fixed Interest Rate:
Floating Interest Rate:
Interest Rate Basis(es):
2
Initial Interest Rate*, if any: The Initial Interest Rate for the Notes
offered by this Pricing Supplement will be
based on an interpolated one month LIBOR rate
minus 0.01% determined in accordance with the
provisions of this Pricing Supplement and the
Prospectus Supplement subject to adjustment
in accordance with the Modified Following
Adjusted Business Day convention.
Interest Rate Basis(es). Check all that apply:
[ ] CD Rate [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Eleventh District Cost of Funds Rate
[ ] Constant Maturity Swap Rate [ ] Federal Fund Open Rate
[v] LIBOR [ ] Federal Funds Rate
[ ] EURIBOR [ ] Treasury Rate
[ ] Prime Rate
If LIBOR:
[ ] LIBOR Reuters Page [v] LIBOR Moneyline Telerate Page
LIBOR Currency:
If CMT Rate:
Designated CMT Telerate Page:
If 7052: [ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
Index Maturity: One month
Spread (+/-): See Additional Provisions for Floating Rate
Notes
Spread Multiplier: Not applicable
Interest Reset Date(s): Each Interest Payment Date
Interest Rate Determination Date(s): The second London banking day preceding the
related Interest Reset Date
Maximum Interest Rate, if any: Not applicable
Minimum Interest Rate, if any; Not applicable
* From the Original Issue Date to the Initial Interest Payment Date, the Initial Interest Rate shall
3
be deemed to be:
[ ] CD Rate [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Eleventh District Cost of Funds Rate
[ ] Constant Maturity Swap Rate [ ] Federal Funds Open Rate
[v] LIBOR [ ] Federal Funds Rate
[ ] EURIBOR [ ] Treasury Rate
[ ] Prime Rate
Calculation Agent: J.P. Morgan Trust Company, National
Association
Exchange Rate Agent: Not applicable
Computation of Interest (not applicable unless different than as specified in
the prospectus and prospectus supplement):
Day Count Convention (not applicable unless different than as specified in the
prospectus and prospectus supplement):
Amortizing Note: [ ] Yes [v] No. If, Yes,
Amortizing Schedule:
Additional/Other Terms:
Discount Note: [ ] Yes [v] No. If, Yes,
Total Amount of Discount:
Initial Accrual Period of Discount:
Additional/Other Terms:
Redemption Provisions: [ ] Yes [v] No. If, Yes,
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction (if
any): [ ] In whole only and not in part
Redemption: [ ] May be in whole or in part
Additional/Other Terms:
Repayment: (see below) [v] Yes [ ] No. If, Yes,
Repayment Date(s):
Repayment Price:
Repayment: [ ] In whole only and not in part
[ ] May be in whole or in part
Additional/Other Terms:
Sinking Fund (not applicable unless specified):
4
Additional Amounts to be Paid for Withholding Tax (not applicable unless
specified):
Securities Exchange Listing: [ ] Yes [v]No. If Yes, Name of Exchange:
Authorized Denominations: $1,000
Ratings:
The Notes issued under the Program are rated "AA" by Standard & Poor's ("S&P"). Allstate
Life anticipates Moody's Investors Service, Inc. ("Moody's") to rate the Notes "Aa2" at the
Original Issue Date.
Agent(s) Purchasing Notes as Principal: [v] Yes [ ] No. If Yes,
Agent(s) Principal Amount Morgan Stanley & Co. Incorporated $250,000,000
Deutsche Bank Securities Inc. $250,000,000 Merrill Lynch, Pierce, Fenner &
Smith Incorporated $250,000,000
Total: $750,000,000
============
===========================
Agent(s) Acting as Agent: [ ] Yes [v]No. If Yes,
Agent(s) Principal Amount
===========================
Total:
Additional/Other Terms: Morgan Stanley & Co. Incorporated,
Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated have agreed to reimburse
Allstate Life Insurance Company for certain costs and
expenses relating to the offering, sale and issuance of
the Notes and maintenance of the Program.
ADDITIONAL PROVISIONS FOR FLOATING RATE NOTES
EXTENSION ELECTION:
The Notes will mature on the Initial Maturity Date, unless the maturity of
all or any portion of the principal amount of the Notes is extended in
accordance with the procedures described below. In no event will the maturity of
the Notes be extended beyond the Maturity Date.
5
During the notice period for each Election Date (as defined below), you may
elect to extend the maturity of your Notes with respect to all or any portion of
the Principal Amount equal to $1,000 and integral multiples of $1,000 in excess
thereof so that the maturity of your Notes with respect to the entire Principal
Amount or such portion thereof will be extended to the date occurring 366
calendar days from, and including, the 27th day of the month immediately
following such Election Date. However, if that 366th calendar day is not a
Business Day, the maturity of your Notes with respect to the entire Principal
Amount or such portion thereof will be extended to the immediately preceding
Business Day. The Election Dates will be the 27th calendar day of each month
from, and including, December 27, 2005 to, and including, November 27, 2009,
whether or not any such day is a Business Day.
To make your election effective on any Election Date, you must deliver to
J.P. Morgan Trust Company, National Association, the Paying Agent for the Notes,
through the normal clearing system channels described in more detail below, a
notice of election (each, an "Election Notice") during the notice period for
that Election Date. The notice period for each Election Date will begin on the
fifth Business Day prior to the Election Date and end on the Election Date;
provided, however, that if the Election Date is not a Business Day, the notice
period will be extended to the next day that is a Business Day. Your Election
Notice must be delivered to the Paying Agent no later than 12:00 p.m., New York
City time, on the Election Date. Upon delivery to the Paying Agent of an
Election Notice to extend the maturity of the Notes with respect to all or any
portion of the Principal Amount equal to $1,000 and integral multiples of $1,000
in excess thereof during a notice period, that election will be revocable during
each day of such notice period, until 12:00 p.m., New York City time, on the
last Business Day in such notice period, at which time such Election Notice will
become irrevocable.
If you do not make an election to extend the maturity of your Notes with
respect to all or any portion of the Principal Amount equal to $1,000 or any
multiple of $1,000 in excess thereof during the notice period for any Election
Date, the Principal Amount or any portion thereof equal to $1,000 or any
multiple of $1,000 in excess thereof for which you have failed to make such an
election will become due and payable on the date that is 366 calendar days from,
and including, such Election Date or, if such 366th calendar day is not a
Business Day, the immediately preceding Business Day.
SPREAD:
The table below indicates the applicable Spread for the Interest Reset
Dates occurring during each of the indicated periods.
------------------------------------------ ---------------
For Interest Reset Dates occurring: Spread:
------------------------------------------ ---------------
From, and including, the Issue Date to Minus 0.01%
but excluding December 27, 2006
------------------------------------------ ---------------
From, and including, December 27, 2006 Plus 0.00%
to but excluding December 27, 2007
------------------------------------------ ---------------
From, and including, December 27, 2007 Plus 0.03%
to but excluding December 27, 2008
------------------------------------------ ---------------
6
------------------------------------------ ---------------
From, and including, December 27, 2008 Plus 0.03%
to but excluding December 27, 2009
------------------------------------------ ---------------
From, and including, December 27, 2009 Plus 0.04%
to but excluding December 27, 2010
------------------------------------------ ---------------
If, with respect to any Election Date, if you do not make an election to
extend the maturity of your Notes with respect to all or any portion of the
Principal Amount equal to $1,000 or any multiple of $1,000 in excess thereof,
the Issuer may, at its option, prepay all or any portion of the Principal Amount
equal to $1,000 or any multiple of $1,000 in excess thereof for which you have
failed to make such an election on each Interest Payment Date in respect of any
such amount other than the Maturity Date applicable thereto (each, a "Contingent
Prepayment Date") together with any unpaid interest accrued thereon up to but
excluding the applicable Contingent Prepayment Date. The Issuer shall give a
written notice of prepayment to you not more than 20 days nor less than 15 days
prior to the Contingent Prepayment Date.
The Notes are issued in registered global form and remain on deposit with
DTC, the depositary for the Notes. Therefore, you must exercise the option to
extend the maturity of your Notes through the depositary. To ensure that the
depositary receives timely notice of your election to extend the maturity of all
or a portion of your Notes, so that it can deliver notice of your election to
the Paying Agent prior to the close of business in New York City on the last
Business Day in the notice period, you must instruct the direct or indirect
participant through which you hold an interest in the Notes in accordance with
the then applicable operating procedures of the depositary.
The depositary must receive any notice of election from its participants no
later than 12:00 noon (New York City time) on the last Business Day in the
notice period for the depositary to deliver timely notice of your election to
the Paying Agent. Different firms have different deadlines for accepting
instructions from their customers. You should consult the direct or indirect
participant through which you hold an interest in the Notes to ascertain the
deadline for ensuring that timely notice will be delivered to the depositary.
ADDITIONAL PROVISIONS RELATING TO THE FUNDING AGREEMENT
Funding Agreement No. FA-41089 (the "Funding Agreement") shall be in effect
from December 2, 2005 until the Funding Agreement Initial Maturity Date (as
defined below), or, if such day is not a Funding Agreement Business Day, the
immediately preceding Funding Agreement Business Day, unless such date is
extended with respect to all or a portion of the principal amount of the Funding
Agreement on the initial Funding Agreement Election Date (as defined below) in
accordance with the procedures described below. In no event will the maturity of
the Funding Agreement be extended beyond the Funding Agreement Maturity Date (as
defined below).
During the notice period for each Funding Agreement Election Date (as
defined below), the Owner (as defined in the Funding Agreement) may elect to
extend the maturity of the Funding Agreement with respect to all or any portion
of the principal amount equal to $1,000 and integral multiples of $1,000 in
excess thereof so that the maturity of the Funding Agreement
7
with respect to the entire principal amount or such portion thereof will be
extended to the date occurring 366 calendar days from, and including, the 27th
day of the month immediately following such Funding Agreement Election Date.
However, if that 366th calendar day is not a Funding Agreement Business Day, the
maturity of the Funding Agreement with respect to the entire principal amount or
such portion thereof will be extended to the immediately preceding Funding
Agreement Business Day.
To make the Owner's election effective on any Funding Agreement Election
Date, the Owner must deliver to Allstate Life Insurance Company ("Allstate
Life") a notice of election (each, a "Funding Agreement Election Notice") during
the notice period for that Funding Agreement Election Date. The notice period
for each Funding Agreement Election Date will begin on the fifth Funding
Agreement Business Day prior to the Funding Agreement Election Date and end on
the Funding Agreement Election Date; provided, however, that if the Funding
Agreement Election Date is not a Funding Agreement Business Day, the notice
period will be extended to the next day that is a Funding Agreement Business
Day. The Owner's Funding Agreement Election Notice must be delivered to Allstate
Life no later than 12:00 p.m., New York City time, on the last Funding Agreement
Election Date. Upon delivery to Allstate Life of a Funding Agreement Election
Notice to extend the maturity of the Funding Agreement with respect to all or
any portion of the principal amount equal to $1,000 and integral multiples of
$1,000 in excess thereof during a notice period, that election will be revocable
during each day of such notice period, until 12:00 p.m., New York City time, on
the last Funding Agreement Business Day in such notice period, at which time
such Funding Agreement Election Notice will become irrevocable.
If the Owner of the Funding Agreement does not make an election to extend
the maturity of the Funding Agreement with respect to all or any portion of the
principal amount equal to $1,000 or any multiple of $1,000 in excess thereof
during the notice period for any Funding Agreement Election Date, the principal
amount or any portion thereof equal to $1,000 or any multiple of $1,000 in
excess thereof for which the Owner has failed to make such an election will
become due and payable on the date that is 366 calendar days from, and
including, such Funding Agreement Election Date or, if such 366th calendar day
is not a Funding Agreement Business Day, the immediately preceding Funding
Agreement Business Day.
The "Funding Agreement Initial Maturity Date" will be December 27, 2006,
or, if such day is not a Funding Agreement Business Day, the immediately
preceding Funding Agreement Business Day.
The "Funding Agreement Maturity Date" will be December 27, 2010, or, if
such day is not a Funding Agreement Business Day, the immediately preceding
Funding Agreement Business Day.
The "Funding Agreement Election Dates" will be the 27th calendar day of
each month from, and including, December 27, 2005 to, and including, November
27, 2009, whether or not any such day is a Funding Agreement Business Day.
8
"Funding Agreement Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in
Chicago, Illinois and New York, New York.
If, with respect to any Funding Agreement Election Date, the Owner does not
make an election to extend the maturity of the Funding Agreement with respect to
all or any portion of the principal amount equal to $1,000 or any multiple of
$1,000 in excess thereof, Allstate Life may, at its option, prepay all or any
portion of the principal amount equal to $1,000 or any multiple of $1,000 in
excess thereof for which the Owner has failed to make such an election on each
interest payment date under the Funding Agreement in respect of any such amount
other than the Funding Agreement Maturity Date applicable thereto (each, a
"Funding Agreement Contingent Prepayment Date") together with any unpaid
interest accrued thereon up to but excluding the applicable Funding Agreement
Contingent Prepayment Date.
Allstate Life shall give a written notice of prepayment to the Owner not
more than 20 days nor less than 15 days prior to the Funding Agreement
Contingent Prepayment Date.
In addition to the payments set forth above, in the event that the Owner
purchases some or all of the Notes in the open market (or otherwise) with the
prior written consent of Allstate Life as to both the making of such purchase
and the purchase price to be paid for such Notes (such right of consent to be
exercised in Allstate Life's sole discretion), a payment equal to such amount as
may be necessary to fund the purchase of such Notes shall be paid to or at the
direction of the Owner on such date or dates to which the Owner and Allstate
Life may agree. Upon such payment, the balance of the principal amount in the
Funding Account Balance (as defined in the Funding Agreement) shall be reduced
by an amount equal to the aggregate principal amount of the Notes purchased (or
the portion thereof applicable to the Funding Agreement).
SPECIAL TAX CONSIDERATIONS
The following summary supplements, and should be read in conjunction with,
the discussion set forth under "United States Federal Income Tax Considerations"
in the accompanying Prospectus Supplement.
An election to extend the maturity of all or any portion of the principal
amount of the Notes in accordance with the procedures described in this Pricing
Supplement should not be a taxable event for U.S. federal income tax purposes.
In addition, if the Trust fails to redeem the Notes on a Contingent Prepayment
Date, such failure to redeem the Notes should not be a taxable event for U.S.
federal income tax purposes.
Under the OID Treasury regulations promulgated under the Original Issue
Discount ("OID") provisions of the Internal Revenue Code of 1986, as amended
(the "Code") governing debt instruments issued with original issue discount
(referred to as the "OID Regulations"), for purposes of determining the yield
and maturity of a debt instrument that provides the holder with an unconditional
option or options (for example, an option to extend the maturity of a debt
instrument) exercisable on one or more dates during the term of the debt
instrument, a holder is deemed to exercise or not exercise an option or
combination of options in a manner that
9
maximizes the yield on the debt instrument. Since the Spread for the interest
rate on the Notes will periodically increase during the term of the Notes from
an initial amount equal to minus 0.01% to an amount equal to plus 0.04%, under
the OID Regulations, the maturity date of the Notes for U.S. federal income tax
purposes should be the Final Maturity Date and not the Initial Maturity Date.
This is because the original holders of the Notes should be deemed to elect to
extend the maturity of all of the principal amount of the Notes to the Final
Maturity Date.
The Treasury regulations governing modifications of debt instruments
(referred to herein as the "Modification Regulations") provide, in substantive
part, that the exercise of an option by a holder of a debt instrument to extend
the final maturity date of a debt instrument is a taxable event if, based on all
the facts and circumstances, such extension of the final maturity date results
in the material deferral of scheduled payments. The Modification Regulations
provide a "safe-harbor" period in which the extension of the final maturity date
is not a material deferral of scheduled payments. The "safe-harbor" period
begins on the original maturity date of the debt instrument and extends for a
period equal to the lesser of five years or 50 percent of the original term of
the debt instrument. The Modification Regulations do not specifically address
the determination of maturity dates and debt instruments such as the Notes
(including their economic equivalence to an approximately five year debt
instrument containing put options). Since the Notes, as of the original issue
date, should be treated as maturing on the Final Maturity Date, an election to
extend the maturity of all or any portion of the principal amount of the Notes,
based upon both the OID Regulations and the Modification Regulations (either
generally or depending on various assumptions based on the "safe-harbor"),
should not be treated as a modification and thus should not be treated as a
taxable event for U.S. federal income tax purposes.
In addition, the Notes should not constitute contingent payment debt
instruments that would be subject to the Treasury regulations governing
contingent payment obligations (the "Contingent Payment Regulations").
Furthermore, the Notes should not be considered to have OID for U.S. federal
income tax purposes as the difference between the stated redemption price at
maturity and the issue price of the Notes should be less than the de minimis
amount specified by the relevant provisions of the Code and the Treasury
regulations issued thereunder.
By purchasing the Notes, investors will be deemed to agree to report the
U.S. federal income tax consequences of their ownership of the Notes
consistently with the foregoing discussion.
Prospective investors should note that no assurance can be given that the
Internal Revenue Service (the "IRS") will accept, or that the courts will
uphold, the characterization and the tax treatment of the Notes described above.
If the IRS were successful in asserting that an election to extend the maturity
of all or any portion of the principal amount of the Notes is a taxable event
for U.S. federal income tax purposes, then investors would be required to
recognize gain, if any, upon the exercise of such election. Also, if the IRS
were successful in asserting that the Notes were subject to the Contingent
Payment Regulations, the timing and character of income thereon would be
affected. Among other things, investors may be required to accrue interest on
the Notes as OID income, subject to adjustments, at a "comparable yield"
multiplied by the adjusted issue price. Furthermore, in such case, any gain
recognized with respect to the Notes would generally be treated as ordinary
income rather than capital gain. However, because the Notes bear a variable
interest rate that is reset and payable every month,
10
the Issuer expects that (i) the accrual of income at the comparable yield, as
adjusted on each Interest Payment Date, should not significantly alter the
timing of income inclusion; and (ii) any gain recognized with respect to the
Notes should not be significant. Prospective investors are urged to consult
their tax advisors regarding the U.S. federal income tax consequences of
investing in, and extending the maturity of, the Notes.
Prospective investors should consult the summary describing the principal
U.S. federal income tax consequences of the ownership and disposition of the
Notes contained in the section called "United States Federal Income Tax
Considerations" in the accompanying Prospectus Supplement.
11
