-----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, BS1b9AMJcV21yP8AchDlKBywsT7lV22VUII/sRLLNDUcriIku9GNaG3q3qFOfuU8 +Up1pCIbvLeYAtexTAdLgA== 0000927016-96-002005.txt : 19961219 0000927016-96-002005.hdr.sgml : 19961219 ACCESSION NUMBER: 0000927016-96-002005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961218 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13754 FILM NUMBER: 96682273 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 8-K 1 CURRENT REPORT - -------------------------------------------------------------------------------- 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 (Date of Earliest Event Reported): December 17, 1996 ----------------- __________ ALLMERICA FINANCIAL CORPORATION ----------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-13754 04-3263626 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D. of Incorporation) Number) __________ 440 Lincoln Street, Worcester, Massachusetts 01653 -------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) (508) 855-1000 ------------------------------------------------ Registrant's Telephone Number, including area code Page 1 of 4 pages Exhibit Index on page 4 - -------------------------------------------------------------------------------- Item 5. Other Events On December 17, 1996, Allmerica Financial Corporation ("AFC") a 59.5% stockholder of Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C"), announced that AFC's Board of Directors had made a proposal to the Board of Directors of Allmerica P&C to acquire the shares of Common Stock of Allmerica P&C that AFC and its subsidiaries do not already own (the "Acquisition"). Under the proposal, each outstanding share of Allmerica P&C (other than shares owned by AFC and its subsidiaries) would be exchanged for $16.59 in cash and .385 of a share of AFC Common Stock (the "Merger Consideration"). Approximately $401 million of the aggregate Merger Consideration would be paid in cash and the balance would be paid by the issuance of an aggregate of 9.3 million shares of AFC Common Stock. Allmerica P&C shareholders would be permitted to elect to receive the Merger Consideration all in cash, or alternatively, all in shares of AFC Common Stock, subject to proration in the event either election is over- subscribed. Under the Proposal, Allmerica P&C would merge with a wholly-owned acquisition subsidiary of AFC. Immediately before the merger, the Common Stock of Allmerica P&C held by SMA Financial Corp. would be exchanged for Class B Common Stock of Allmerica P&C. Upon consummation of the merger, Allmerica P&C would be a wholly-owned subsidiary of AFC (the "Acquisition"). A copy of the written proposal provided to Allmerica P&C's Board of Directors and AFC's press release announcing such proposal are attached hereto as Exhibits 1 and 2, respectively, and each document is incorporated by reference herein. Item 7. Financial Statements and Exhibits Exhibit 1 Proposal made to Allmerica P&C's Board of Directors by AFC's Board of Directors regarding the Acquisition. Exhibit 2 Press Release of AFC dated December 17, 1996 announcing its proposal to Allmerica P&C's Board of Directors regarding the Acquisition. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLMERICA FINANCIAL CORPORATION By: /s/ John F. Kelly ______________________ Title: Vice President Date: December 18, 1996 3 Exhibit Index Page - ------------- ---- Exhibit 1 Proposal made to Allmerica P&C's Board of Directors by AFC's Board of Directors regarding the Acquisition. Exhibit 2 Press Release of AFC dated December 17, 1996 announcing its proposal to Allmerica P&C's Board of Directors regarding the Acquisition. 4 EX-1 2 ACQUISITION PROPOSAL Exhibit 1 ALLMERICA FINANCIAL CORPORATION 440 Lincoln Street Worcester, Massachusetts 01653 December 17, 1996 Board of Directors Allmerica Property & Casualty Companies, Inc. 440 Lincoln Street Worcester, MA 01653 Ladies and Gentlemen: On behalf of Allmerica Financial Corporation ("AFC"), I am pleased to submit this proposal (the "Proposal") to acquire all of the outstanding shares of Common Stock of Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C") not held by AFC and its subsidiaries. Under the Proposal, each outstanding share of Allmerica P&C (other than shares owned by AFC and its subsidiaries) would be exchanged for $16.59 in cash and 0.385 of a share of AFC Common Stock (the "Merger Consideration"). Approximately $401 million of the aggregate Merger Consideration would be paid in cash and the balance would be paid by the issuance of an aggregate of 9.3 million shares of AFC Common Stock. Allmerica P&C shareholders would be permitted to elect to receive the Merger Consideration all in cash, or alternatively, all in shares of AFC Common Stock, subject to proration in the event either election is over-subscribed. Under the Proposal, Allmerica P&C would merge with a wholly-owned acquisition subsidiary of AFC. Immediately before the merger, the Common Stock of Allmerica P&C held by SMA Financial Corp. would be exchanged for Class B Common Stock of Allmerica P&C. Upon consummation of the merger, Allmerica P&C would be a wholly-owned subsidiary of AFC. We believe the Proposal represents an attractive offer for the shareholders of Allmerica P&C. Consummation of the Proposal is subject to negotiation of a definitive agreement as well as the receipt of regulatory approvals. I look forward to discussing the Proposal with you in more detail. Very truly yours, /s/ John F. O'Brien John F. O'Brien Chief Executive Officer cc: Board of Directors - Allmerica Financial Corporation EX-2 3 PRESS RELEASE DATED 12/17/96 EXHIBIT 2 ALLMERICA FINANCIAL CORPORATION OFFERS $29.00 PER SHARE FOR ALLMERICA PROPERTY & CASUALTY COMPANIES, INC. WORCESTER, Mass., December 17, 1996 -- Allmerica Financial Corporation (NYSE: AFC) today announced that it has made a proposal to acquire the 24.2 million shares of Allmerica Property & Casualty Companies, Inc. (NYSE: APY) that it does not already own for cash and stock consideraton valued at approximately $700 million. Under the proposed terms of the merger transaction, shareholders of Allmerica P&C would receive $16.59 in cash and 0.385 shares of Allmerica Financial common stock in exchange for each share of Allmerica P&C. Alternatively, shareholders of Allmerica P&C may choose all cash or all stock as consideration, subject to limitations on aggregate amounts of stock and cash available to be issued in the transaction. The value of the proposed merger consideration is $29.00 per share, based on the 30-day average closing price for Allmerica Financial common stock. Allmerica Financial currently owns approximately 35.5 million shares of the common stock of Allmerica P&C, or 59.5 percent of the outstanding shares of the company. On December 16, 1996, the closing price of Allmerica P&C's common stock was $28.50 per share. A special committee of the independent directors of Allmerica P&C has been appointed to evaluate the proposal. Consummation of the proposed transaction is dependent upon the negotiation of a definitive agreement. Allmerica Financial, headquartered in Worcester, Mass., is the holding company for a diversified group of insurance and financial services companies with total assets of $19 billion. The Allmerica Financial companies market insurance and retirement savings products, as well as group benefit programs, to individual and institutional clients. Through Allmerica P&C, Allmerica Financial offers property and casualty insurance products nationally through an independent agent distribution. Allmerica P&C is among the top 30 property and casualty insurers in the United States, based on net written premium. Allmerica P&C is regionally-focused in the Northeast and Michigan, and operates through two primary subsidiaries, The Hanover Insurance Company, and Citizens Corporation (NYSE: CZC). CONTACTS Investors Media - --------- ----- Jean Peters Michael F. Buckley Vice President, Investor Relations Director, Public Information (508) 855-3599 (508) 855-3099 AF-46 12/17/96 -----END PRIVACY-ENHANCED MESSAGE-----