10-Q/A 1 d10qa.txt AMENDMENT NO. 1 TO FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 Commission file number 1-10890 HORACE MANN EDUCATORS CORPORATION (Exact name of registrant as specified in its charter) Delaware 37-0911756 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 Horace Mann Plaza, Springfield, Illinois 62715-0001 (Address of principal executive offices, including Zip Code) Registrant's Telephone Number, Including Area Code: 217-789-2500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No ____ As of July 31, 2003, 42,721,940 shares of Common Stock, par value $0.001 per share, were outstanding, net of 17,503,371 shares of treasury stock. ================================================================================ Explanatory Note Horace Mann Educators Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2003, originally filed with the Securities and Exchange Commission on August 14, 2003, solely to correct typographical errors in the prior year columns of Exhibit 11 - Statement Re Computation of Per Share Earnings. All other information contained in the Company's original Form 10-Q remains unchanged. Part II: Other Information Item 6: Exhibits and Reports on Form 8-K Exhibit No. Description ------- ----------- (a) The following items are filed as Exhibits. (3) Articles of incorporation and bylaws: 3.1 Restated Certificate of Incorporation of Horace Mann Educators Corporation ("HMEC"), filed with the Delaware Secretary of State on June 24, 2003.* 3.2 Bylaws of HMEC.* (11) Statement re computation of per share earnings (Revised). (15) KPMG LLP letter regarding unaudited interim financial information.* (31) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.1 Certification by Louis G. Lower II, Chief Executive Officer of HMEC. 31.2 Certification by Peter H. Heckman, Chief Financial Officer of HMEC. (32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Louis G. Lower II, Chief Executive Officer of HMEC. 32.2 Certification by Peter H. Heckman, Chief Financial Officer of HMEC. (b) During the second quarter of 2003, HMEC filed one Current Report on Form 8-K with the SEC, containing an Item 9 Regulation FD Disclosure, in compliance with interim guidance for furnishing Item 12 Disclosure of Results of Operations and Financial Condition, and an Item 7 Financial Statements and Exhibits, as follows: 1. Dated May 1, 2003, regarding the Company's press release reporting its financial results for the three month period ended March 31, 2003. * Included with the Company's original Quarterly Report on Form 10-Q filed on August 14, 2003. 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 thereunto duly authorized. HORACE MANN EDUCATORS CORPORATION (Registrant) Date: August 22, 2003 /s/ Bret A. Conklin --------------------------------------- Bret A. Conklin Senior Vice President and Controller