-----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, EZ4yhCq1rBTDImNDoqIjmoFL1+FYfI+aUQG6y1jd1ogvoCHfk16sl2uGQXY8Mre/ Qtk6l6db+Df2WqTeIKMnCA== 0001193125-10-224862.txt : 20101006 0001193125-10-224862.hdr.sgml : 20101006 20101006160712 ACCESSION NUMBER: 0001193125-10-224862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101006 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101006 DATE AS OF CHANGE: 20101006 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: 101111852 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: October 6, 2010

 

 

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 the accompanying press release 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Retirement of President and Chief Executive Officer

On October 6, 2010, the Company issued a press release announcing the retirement of Louis G. Lower II, its President and Chief Executive Officer, which is incorporated by reference herein. Mr. Lower has also resigned his seat on the Company’s Board of Directors.

With regard to Mr. Lower’s retirement and resignations, other than payments related to the previously disclosed nonqualified defined benefit pension plan provided in his employment contract, Mr. Lower will be receiving only those payments and benefits consistent with what any Horace Mann retiree would receive under the Company’s employee benefit and incentive compensation plans.

Since Mr. Lower is retirement eligible, he vests in any prorated bonuses and unvested stock-based awards. As a result, he is eligible to receive a cash bonus of approximately $250 thousand and vests in stock-based awards of approximately $3.7 million, based on the Company’s closing stock price of $17.78 on September 30, 2010.

All incentive compensation and other stock-based awards and pension benefits owed to Mr. Lower were previously being accrued over a pre-determined vesting period but, due to the acceleration of Mr. Lower’s retirement, the Company will be recording an additional expense of approximately $1.8 million pretax, or 3 cents per diluted share, in its fourth quarter 2010 financial statements.

Appointment of President and Chief Executive Officer

Within the Company’s October 6, 2010 press release, it announced the appointment of Peter H. Heckman, 65, as its President and Chief Executive Officer, effective October 6, 2010. That press release is incorporated by reference herein.

 

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Election of New Board Member

Effective October 6, 2010, the Company’s Board of Directors elected Peter H. Heckman to hold office as Director, until the next Annual Meeting of Shareholders. With Mr. Lower’s retirement and Mr. Heckman’s election, the number of board members remains eight. There are no special arrangements or understandings between Mr. Heckman and any other persons under which he was selected to serve as a Director. Mr. Heckman was appointed to serve on the Board’s Executive Committee and Investment and Finance Committee.

Mr. Heckman, 65, is President and Chief Executive Officer of the Company. He joined the Company in 2000 as Executive Vice President and Chief Financial Officer. Mr. Heckman has over 35 years of experience in the insurance industry. He does not serve on additional Boards of Directors.

Appointment of Chief Financial Officer

Within the Company’s October 6, 2010 press release, it announced the appointment of Dwayne D. Hallman, 48, as its Chief Financial Officer, effective October 6, 2010. That press release is incorporated by reference herein.

 

Item 8.01: Other Events

In the Company’s third quarter 2010 financial statements, a write-off of approximately $2.2 million pretax, or 4 cents per diluted share, of software development costs related to an upgrade of the Company’s property insurance administration system will be recorded.

 

Item 9.01: Financial Statements and Exhibits

 

  (d) Exhibits.

 

  99.1 Press release dated October 6, 2010 announcing the retirement of CEO Louis Lower and Naming of Peter Heckman as CEO and Dwayne Hallman as CFO.

 

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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: October 6, 2010

 

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EX-99.1 2 dex991.htm PRESS RELEASE DATED OCTOBER 6, 2010 Press release dated October 6, 2010

Exhibit 99.1

[Horace Mann Educators Corporation logo]

Horace Mann Board of Directors Announces Retirement

of CEO Louis Lower

CFO Peter Heckman Named CEO

SPRINGFIELD, Ill., Oct 6, 2010 — The Board of Directors of Horace Mann Educators Corporation (NYSE: HMN) today announced the retirement of President and Chief Executive Officer Louis Lower and accepted his resignation from his positions with the company, including his seat on the Board, effective immediately.

Lower had been placed on a leave of absence by the Board on September 9, 2010, following his sentencing in Florida on a misdemeanor charge of driving under the influence (DUI) with property damage or personal injury. The Board said that it concluded its investigation of all the facts and, with Lower’s retirement and resignations, has ended its consideration of any further disciplinary action in the matter. “During his 10 years as CEO of Horace Mann, Mr. Lower made many valuable contributions to the community and the company, one of which was the recruitment and development of an excellent management team that is fully capable of taking the company forward,” said Gabriel Shaheen, Chairman of the Board of Horace Mann Educators Corporation.

The Board appointed Chief Financial Officer, Peter Heckman, who had been serving as the interim CEO since September 9, as the new President and CEO and elected him to the Board. “Peter Heckman is the right person to lead this Company,” said Shaheen. “He has played a major role in the leadership of Horace Mann since 2000 and knows our operations, our strategies and our people better than anyone else. Our company remains strong and is well focused on achieving our goals,” added Shaheen.

“Horace Mann is a great company, with clear direction and committed employees and agents,” said Peter Heckman, President and CEO. “I’m confident that we have the right strategies and an experienced management team in place to execute those strategies.”

In a related action, the company announced that Dwayne Hallman, Senior Vice President, Finance, was appointed Chief Financial Officer. Hallman joined Horace Mann in his current position in 2003 and has over 25 years experience in the insurance industry.

Horace Mann — the largest national multiline insurance company focusing on educators’ financial needs — provides auto and homeowners insurance, retirement annuities, life insurance and other financial solutions. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Ill. For more information, visit www.horacemann.com.

 

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Statements included in this news release that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties. 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. Please refer to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 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.

Investor Contact: Todd D. Nelson, Vice President-Finance of Horace Mann Educators Corporation, +1-217-788-5738

Media Contact: Richard Madden, Vice President-Communications of Horace Mann Educators Corporation, +1-217-788-5700

Peter Heckman

Peter Heckman, 65, is President and Chief Executive Officer of Horace Mann Educators Corporation. Heckman joined Horace Mann in 2000. He began his insurance career at Allstate Insurance Company in 1972 where he held a variety of financial management, strategic planning and marketing positions. His most recent position was as Vice President, Finance and Planning, of Allstate Life Insurance Company. Heckman earned bachelor’s and master’s degrees in business administration from Northwestern University.

Dwayne Hallman

Dwayne Hallman, 48, joined Horace Mann in January 2003 as Senior Vice President, Finance. From September 2000 to December 2002, he served as the Chief Financial Officer of Acceptance Insurance Companies, where he was responsible for financial reporting, investor relations, the treasury and investment management functions and property-casualty operations. From July 1995 to August 2000, he served as Vice President, Finance and Treasurer at Highlands Insurance Group. He served as Vice President and Controller of Ranger Insurance Company from 1988 to 1995. From 1984 to 1988, Hallman was associated with KPMG Peat Marwick, specializing in its insurance industry practice.

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