-----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, MG9K6i8OJ1aYTcbZLHYrnb1lfGyR9zHLhYrpHBv1gFrwEipMYq/SJdyRn+75XPdq N1yrmvjsOctU/zhadFevUw== 0000927016-97-001916.txt : 19970717 0000927016-97-001916.hdr.sgml : 19970717 ACCESSION NUMBER: 0000927016-97-001916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970716 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: 97641477 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 FORM 8-K - -------------------------------------------------------------------------------- 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): July 16, 1997 ------------- __________ 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 6 pages Exhibit Index on page 5 - -------------------------------------------------------------------------------- Item 5. Other Events On July 16, 1997, Allmerica Financial Corporation ("AFC") announced the closing of the merger (the "Merger") of Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C") and a wholly-owned subsidiary of AFC. Through the transaction, AFC acquired the approximately 24.2 million shares of Allmerica P&C that it does not already own for approximately $426 million in cash and 9.7 million shares of AFC common stock. As a result of the Merger, each outstanding share of Allmerica P&C Common Stock, other than shares owned by AFC or its subsidiaries 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. Alternatively, Allmerica P&C shareholders may elect to receive for each share of Allmerica P&C stock 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. 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 the merger consideration will be distributed as soon as practicable. On July 15, 1997, the Certificate of Incorporation of Allmerica P&C was amended and restated to authorize a Class B Common Stock of Allmerica P&C, $5.00 par value (the "Class B Common Stock"). Immediately prior to the consummation of the Merger, each share of Allmerica P&C Common Stock owned by AFC and its subsidiaries was exchanged for one share of Class B Common Stock (the "Recapitalization"). A copy of the press release of AFC announcing the consummation of the Merger is attached hereto as Exhibit 1. -2- Item 7. Financial Statements and Exhibits Exhibit 1 Press release of AFC dated July 16, 1997 announcing the consummation of the Merger. -3- 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/ Edward J. Parry III ----------------------- Title: Vice President, Chief Financial Officer and Treasurer Date: July 16, 1997 -4- Exhibit Index Page - ------------- ---- Exhibit 1 Press release of AFC dated July 16, 1997 announcing the consummation of the Merger. 6 EX-99.1 2 PRESS RELEASE DATED JULY 16, 1997 Exhibit 1 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 -----END PRIVACY-ENHANCED MESSAGE-----