-----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, PqCs+P35GLp06IvGspZt4etwD6XeBX1NrGkd96YODKN32M2QqgJ3dWNu9gqB4lIV EZ4aZrbdCMsQ8DX5ajD1Sg== 0000927016-97-001923.txt : 19970718 0000927016-97-001923.hdr.sgml : 19970718 ACCESSION NUMBER: 0000927016-97-001923 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970717 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLMERICA PROPERTY & CASUALTY COMPANIES INC CENTRAL INDEX KEY: 0000891289 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 043164595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47641 FILM NUMBER: 97641897 BUSINESS ADDRESS: STREET 1: 440 LINCOLN STREET CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST MAIL STATION N-255 CITY: WORCESTER STATE: MA ZIP: 01653 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLMERICA FINANCIAL CORP CENTRAL INDEX KEY: 0000944695 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043263626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 SC 13D/A 1 AMENDMENT NO. 12 TO SCHEDULE 13-D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12)* ALLMERICA PROPERTY & CASUALTY COMPANIES, INC. ---------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 01-975T105 ----------------------------- (CUSIP Number) Allmerica Financial Corporation COPY TO: Lauren I. Norton, Esq. 440 Lincoln Street Ropes & Gray Worcester, MA 01605 One International Place Attention: John F. Kelly, Esq. Boston, MA 02110 (508) 855-1000 (617) 951-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 1997 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_] Check the following box if a fee is being paid with the statement [_] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 AMENDMENT NO. 12 TO SCHEDULE 13D ------------ This Amendment No. 12 to Schedule 13D relating to the common stock, $1.00 par value per share, (the "Common Stock") of Allmerica Property & Casualty Companies, Inc. (the "Issuer") is filed to reflect the following information: Item 4. Purpose of the Transaction. -------------------------- Item 4 is hereby amended to include the following immediately following the penultimate paragraph and immediately preceding the last paragraph: On July 16, 1997, Allmerica Financial Corporation ("AFC") announced the closing of the merger (the "Merger") of APY Acquisition, Inc., a wholly owned subsidiary of AFC ("Merger Sub"), with and into the Issuer. The Issuer was the surviving corporation in the Merger and as a result of the Merger the Issuer is a wholly owned subsidiary of AFC and its affiliates. In the Merger, each outstanding share of the Issuer's Common Stock, other than shares owned by the Filing Persons or by persons who properly perfect their appraisal rights under the Delaware General Corporation Law, have been converted into the right to receive $17.60 in cash, without interest, and 0.40 shares of AFC common stock (the "Merger Consideration"). Alternatively, holders of such shares of the Issuer's Common Stock may elect to receive for each such share either $33.00 in cash, without interest, or 0.85714 shares of AFC common stock. The aggregate amounts of cash and stock issuable in the Merger is limited and the elections of the form of Merger Consideration are subject to proration in the event the cash or stock election is oversubscribed. In addition, in the Merger, the 24,185,806 shares of capital stock of Merger Sub held by AFC were converted into a like number of shares of Common Stock of the Issuer. On July 15, 1997, the Certificate of Incorporation of the Issuer was amended and restated to authorize a Class B Common Stock of the Issuer, $5.00 par value ("Class B Common Stock"). Immediately prior to the consummation of the Merger, each share of the Issuer's Common Stock then owned by the Filing Persons was exchanged for one share of the Issuer's Class B Common Stock (the "Recapitalization"). As a result of the Merger and the Recapitalization, the Filing Persons own all of the issued and outstanding shares of capital stock of the Issuer, including all issued and outstanding shares of Common Stock. Upon the consummation of the Merger, the directors of Merger Sub became the directors of the Issuer and the officers of the Issuer continued as the officers of the Issuer. As a result of the consummation of the Merger (i) the trading of the Common Stock on the New York Stock Exchange was suspended, (ii) it is expected that the Common Stock will be delisted from the New York Stock Exchange, (iii) the Common Stock is eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1934, as Page 2 of 6 amended, (iv) the Filing Persons may change the capitalization and dividend policy of the Issuer, and (v) the Filing Persons may elect all of the directors of the Issuer and otherwise control the management of the Issuer. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is hereby amended and restated in its entirety to read as follows: (a)-(b) As a result of the Recapitalization and the Merger, the Filing Persons and their affiliates own 35,472,600 shares of the Issuer's Class B Common Stock and 25,185,806 shares of the Issuer's Common Stock, which constitutes all of the issued and outstanding capital stock of the Issuer. AFC has the sole power to vote and dispose of the shares of the Issuer's Common Stock and AFC shares, with its wholly-owned subsidiaries FAFLIC and SMA, the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of Class B Common Stock of the Issuer. All of the shares of Common Stock of the Issuer held by the directors and executive officers of the Filing Persons were converted in the Merger into the right to receive the Merger Consideration. (c) Except as set forth on Schedule A and as set forth above, none of the Filing Persons or the directors and executive officers of the Filing Persons have effected any transactions in the Common Stock of the Issuer in the past sixty (60) days. (d) AFC has the right to receive the dividends paid on, and the proceeds of sales of, the shares of Common Stock of the Issuer owned by AFC. Item 7. Material to Be Filed as Exhibits -------------------------------- Item 7 is hereby amended by the addition of the following exhibit to the end thereof: Exhibit 23 Press release of Allmerica Financial Corporation dated July 16, 1997 announcing consummation of the Merger. Page 3 of 6 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 16, 1997 ALLMERICA FINANCIAL CORPORATION By: /s/ Edward J. Parry III ----------------------- Title: Vice President, Chief Financial Officer and Treasurer FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ Edward J. Parry III ----------------------- Title: Vice President SMA FINANCIAL CORP. By: /s/ Edward J. Parry III ----------------------- Title: Vice President Page 4 of 6 Exhibit Index Page - ------------- ---- Exhibit 23 Press release of AFC dated July 16, 1997 announcing the consumation of the Merger. 6 Page 5 of 6 EX-23 2 PRESS RELEASE OF AFC DATED JULY 16, 1997 Exhibit 23 ALLMERICA FINANCIAL CLOSES ALLMERICA P&C MERGER WORCESTER, Mass., July 16, 1997 - Allmerica Financial Corporation (NYSE: AFC) today announced the closing of the merger with Allmerica Property & Casualty Companies, Inc. Through the transaction, Allmerica Financial acquired 24.2 million shares of Allmerica P&C for approximately $426 million in cash and 9.7 million shares of Allmerica Financial common stock. "Allmerica P&C's operations are a critical component of our business, as we help our clients meet their insurance protection and financial security needs," said John F. O'Brien, Allmerica Financial president and chief executive officer. "Allmerica Financial is now better positioned to effectively allocate capital among its companies and to enhance shareholder value." As a result of the merger, Allmerica P&C shares have been converted into the right to receive $17.60 in cash and 0.40 shares of Allmerica Financial common stock. Alternatively, Allmerica P&C shareholders may elect to receive for each share of Allmerica P&C stock either $33.00 in cash or 0.85714 shares of Allmerica Financial common stock. The aggregate amounts of cash and stock issuable is limited, and the elections of the form of merger consideration is subject to proration in the event the cash or stock election is over-subscribed. Merger consideration election forms will be mailed to Allmerica P&C shareholders within the next few days. The election deadline is August 13, after which merger consideration will be distributed as soon as practicable. Allmerica Financial Corporation, headquartered in Worcester, Mass., is the holding company for a diversified group of insurance and financial services companies. Allmerica Financial markets insurance and retirement savings products, as well as group benefit programs, to individual and institutional clients. Allmerica Financial offers property and casualty insurance products and services through The Hanover Insurance Company and Citizens Insurance Company of America. Its property and casualty operation ranks among the top 30 property and casualty insurers in the United States on the basis of net written premiums, and is regionally focused in the Northeast and the Midwest. 7/97 CONTACTS: Investors: Jean Peters Media: Michael F Buckley (508) 855-3599 (508) 855-3099 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----