-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGis/je2PssfIG4XPe8RfTBXh4FMtIlJFeRgyx1JxyBvba2Vcx+m4pKSucdziL7H 64gGwB0fTorLlXuq9Sy+GA== 0001193125-06-080871.txt : 20060417 0001193125-06-080871.hdr.sgml : 20060417 20060417092551 ACCESSION NUMBER: 0001193125-06-080871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060417 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORACE MANN EDUCATORS CORP /DE/ CENTRAL INDEX KEY: 0000850141 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 370911756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10890 FILM NUMBER: 06761363 BUSINESS ADDRESS: STREET 1: 1 HORACE MANN PLZ CITY: SPRINGFIELD STATE: IL ZIP: 62715-0001 BUSINESS PHONE: 2177892500 MAIL ADDRESS: STREET 1: 1 HORACE MANN PLZ CITY: SPRINGFIELD STATE: IL ZIP: 62715-0001 FORMER COMPANY: FORMER CONFORMED NAME: HORACE MANN EDUCATORS CORP DATE OF NAME CHANGE: 19920108 8-K 1 d8k.htm FORM 8-K Form 8-K

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: April 17, 2006

 


HORACE MANN EDUCATORS CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   1-10890   37-0911756
(State of incorporation)   (Commission File Number)   (I.R.S. Employer 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

 


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))

 



Forward-looking Information

Statements included in this document that state Horace Mann Educators Corporation’s (the “Company”) or its management’s intentions, hopes, beliefs, expectations or predictions of future events or the Company’s future financial performance are forward-looking statements and involve known and unknown risks, uncertainties and other factors. Horace Mann is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and the Company’s past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.

Item 8.01: Other Events

Summary of Horace Mann Educators Corporation Named Executive Officer Annualized Salary

As part of the annual determination of the Named Executive Officers for purposes of the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders, the composition of the Named Executive Officer group was updated. A copy of the Summary of Horace Mann Educators Corporation Named Executive Officer Annualized Salary is attached as Exhibit 10.1 and is incorporated by reference herein.

Repurchases of Senior Convertible Notes

As previously disclosed in the Company’s periodic reports, in September 2002 the Company’s Board of Directors authorized the Company to repurchase, from time to time, for cash or other consideration, its 1.425% Senior Convertible Notes due 2032 (“Senior Convertible Notes”).

From March 23, 2006 through April 4, 2006, the Company repurchased $155.9 million aggregate principal amount, $74.1 million carrying value, of its outstanding Senior Convertible Notes. These repurchases resulted in an after-tax gain of approximately $0.1 million, less than 1 cent per share. As consideration for the repurchases, the Company paid cash, which was borrowed under the Company’s existing Bank Credit Facility.

The Company may, from time to time, make additional repurchases of the Senior Convertible Notes.

Item 9.01: Financial Statements and Exhibits

 

(d)

   Exhibits.
   (10)   Material contracts:
     10.1    Summary of Horace Mann Educators Corporation Named Executive Officer Annualized Salary.


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 hereunto duly authorized.

 

HORACE MANN EDUCATORS CORPORATION
By:  

/s/ Bret A. Conklin

Name:   Bret A. Conklin
Title:   Senior Vice President & Controller
  (Principal Accounting Officer)

Date: April 17, 2006

EX-10.1 2 dex101.htm SALARY SUMMARY Salary Summary

Exhibit 10.1

Summary of Horace Mann Educators Corporation

Named Executive Officer Annualized Salary

The table below summarizes the annualized salaries of Horace Mann Educators Corporation’s (the “Company”) Chief Executive Officer and the other four highest compensated Executive Officers, as defined in the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders, (collectively the “Named Executive Officers”). These salaries may be changed at any time at the discretion of the Compensation Committee and/or Board of Directors of the Company. These salaries do not include short-term and long-term incentive compensation amounts, the Company’s contributions to defined contribution plans and the Company’s contributions to other employee benefit programs on behalf of the Named Executive Officers.

 

Named Executive Officer

   Annualized Salary

Louis G. Lower II
President and Chief Executive Officer

   $ 640,008.00

Peter H. Heckman
Executive Vice President and Chief Financial Officer

   $ 384,000.00

Douglas W. Reynolds
Executive Vice President - Property & Casualty and Information Technology

   $ 348,000.00

Frank M. D’Ambra III
Senior Vice President - Life & Annuity

   $ 215,004.00

Robert B. Joyner
Senior Vice President - Marketing

   $ 200,004.00

Last revision date: April 17, 2006

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