-----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, Cws8b7HpJvcN4qcO4R3XKeUBDOlIPeflSGOmJXqZjEEczE54AC6QDWn3h7YscRaY BB5pRx0sFcOzG7l8CtzuTA== 0000927016-96-002004.txt : 19961219 0000927016-96-002004.hdr.sgml : 19961219 ACCESSION NUMBER: 0000927016-96-002004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961218 SROS: NYSE GROUP MEMBERS: ALLMERICA FINANCIAL CORP GROUP MEMBERS: FIRST ALLMERICA FINANCIAL LIFE INSURANCE CO. GROUP MEMBERS: SMA FINANCIAL CORP. 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: 96682272 BUSINESS ADDRESS: STREET 1: 440 LINCOLN STREET CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 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. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)*# 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) December 17, 1996 ------------------------------------------------------ (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. #This Schedule 13D is being restated in accordance with Rule 13d-2(c) 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). 13D - ---------------------- --------------------- CUSIP No. 01-975T105 Page 2 of 19 Pages - ---------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Allmerica Financial Corporation - No 04-3263626 - -------------------------------------------------------------------------------- (a) [_] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC, AF, BK, SC, OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------------ BENEFICIAL 8. SHARED VOTING POWER LY 35,472,600 OWNED BY ------------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------------------------ WITH 10. SHARED DISPOSITIVE POWER 35,472,600 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,472,600 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- 13D - ---------------------- --------------------- CUSIP No. 01-975T105 Page 3 of 19 Pages - ---------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS First Allmerica Financial Life Insurance Company 04-1867050 - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC, AF, BK, SC, OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 35,472,600 EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,472,600 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,472,600 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IC, HC, CO - -------------------------------------------------------------------------------- 13D - --------------------- --------------------- CUSIP No. 01-975T105 Page 4 of 19 Pages - --------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SMA Financial Corp. 04-2854021 - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC, AF, BK, SC, OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 35,472,600 EACH --------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,472,600 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,472,600 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- Schedule 13D ------------ Item 1. Security and Issuer. ------------------- This Schedule 13D relates to the Common Stock, $1.00 par value (the "Common Stock") of Allmerica Property & Casualty Companies, Inc., a Delaware corporation (the "Issuer"). The Issuer is the successor by merger, effective December 11, 1992, to the business and assets of The Hanover Insurance Company, a New Hampshire insurance company ("Hanover"), as to which certain of the Filing Persons reported on Schedule 13D. The Issuer has its principal executive offices at 440 Lincoln Street, Worcester, Massachusetts 01653. Item 2. Identity and Background. ----------------------- This Schedule 13D is filed on behalf of Allmerica Financial Corporation ("AFC"), a Delaware corporation, and its wholly-owned subsidiaries, First Allmerica Financial Life Insurance Company ("FAFLIC"), a Massachusetts corporation and SMA Financial Corp. ("SMA"), a Massachusetts corporation, each with its principal office and business located at 440 Lincoln Street, Worcester, Massachusetts 01653 (collectively, the "Filing Persons"). Information concerning the executive officers and directors of the Filing Persons and the persons controlling such Filing Persons, if any, is set forth in Schedule A to this Schedule 13D and is incorporated herein by reference. Unless otherwise set forth on Schedule A, each of the executive officers and directors is a citizen of the United States. None of the Filing Persons nor, to the best of their knowledge, any person named in Schedule A to this statement, during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors; or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- On December 17, 1996 Allmerica Financial Corporation ("AFC") made a proposal to the Board of Directors of the Issuer to acquire all of the outstanding shares of Common Stock of the Issuer that the Filing Persons do not currently own and to merge a wholly owned subsidiary of AFC into the Issuer. Pursuant to the Proposal each outstanding share of Common Stock of the Issuer, other than shares owned by the Filing Persons, would be exchanged for $16.59 in cash and 0.385 of a share of AFC Common Stock (the "Merger Consideration"). AFC anticipates obtaining the funds required to pay the cash portion of the Merger Consideration from one or more of the following sources, its own funds, funds of its subsidiaries, proceeds from the issuance of debt and/or trust originated preferred securities or bank financing. AFC has not entered into any agreements with respect to the borrowing of funds to pay the cash portion of the Merger Consideration. Page 5 of 19 Pages The Filing Persons, and, except as otherwise noted on Schedule A, the directors and officers of the Filing Persons, have received the shares of Common Stock of the Issuer (the "Shares") in exchange for an equal number of shares of Hanover pursuant to an Agreement of Merger and Plan of Organization pursuant to which Hanover Merger Company, Inc., a wholly subsidiary of the Issuer, was merged with and into Hanover (the "Hanover Merger") and each outstanding share of Hanover Common Stock was converted into the right to receive one share of the Issuer's Common Stock. The Merger was effective on December 11, 1992. The Filing Persons acquired their shares of Hanover Common Stock over a period of years, commencing in 1968, for an aggregate of $66,933,000 in cash. Certain of the shares of Hanover Common Stock were purchased directly by FAFLIC and were subsequently contributed to SMA. The funds used by SMA to purchase certain of the shares of Hanover Common Stock were obtained from contributions by FAFLIC to SMA and from SMA's own funds. The shares of Hanover Common Stock purchased by the directors and executive officers of the Filing Persons were purchased for cash from the personal funds of such individuals. Item 4. Purpose of the Transaction. -------------------------- On December 17, 1996 AFC made a proposal (the "Proposal") to the Board of Directors of the Issuer to acquire all of the outstanding shares of Common Stock of the Issuer that the Filing Persons do not currently own and to merge a wholly owned subsidiary of AFC into the Issuer (the "Merger"). Pursuant to the Proposal each outstanding share of Common Stock of the Issuer, other than shares owned by the Filing Persons, would be exchanged for $16.59 in cash and 0.385 of a share of AFC Common Stock. Under the Proposal, the Certificate of Incorporation of the Issuer would be amended immediately prior to the Merger and each share of Common Stock of the Issuer held by the Filing Persons immediately prior to the Merger would be converted into one share of Class B Common Stock of the Issuer. A Special Committee of the Board of Directors of the Issuer (the "Committee") has been appointed to consider the Proposal. The Committee consists of those members of the Board of Directors of the Issuer who are not directors or officers of AFC. Consummation of the transactions contemplated by the Proposal are subject to a number of conditions, including, without limitation, the approval of the transactions by the Committee and the Board of Directors of the Issuer, the negotiation and execution of a definitive merger agreement, the filing of a registration statement and other disclosure documents with the Commission relating to the transactions contemplated by the Proposal and state insurance regulatory approvals. The Filing Persons own enough shares of Common Stock of the Issuer to approve such transactions and the charter amendment. Any transaction, including the Proposal, which would result in the Filing Persons, or their affiliates, owning all or substantially all of the outstanding shares of Common Stock of the Issuer would have the effect of (i) delisting the Common Stock of the Issuer from the New York Stock Exchange, (ii) making the Common Stock of the Issuer eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1934, as amended, (iii) permitting the Filing Persons to change the capitalization and dividend policy of the Issuer, and (iv) permitting the Filing Persons to elect all of the directors of the Issuer and otherwise control the management of the Issuer. Page 6 of 19 Pages If the transactions contemplated by the Proposal are not consummated, the Filing Persons may consider, from time to time, a number of alternatives with respect to the acquisition and/or disposition of shares of the capital stock of the Issuer, including, without limitation, the purchase of additional shares of the Issuer's Common Stock in the open market or through negotiated transactions, commencing a tender offer for shares of the Issuer's Common Stock, making an alternative acquisition proposal or selling shares of the Issuer's Common Stock in the open market or through negotiated transactions. The Filing Persons have implemented certain strategic plans with respect to the Issuer including consolidation of certain operations of FAFLIC and the Issuer, including certain administrative functions of FAFLIC and its affiliates and the Issuer with a view to cost savings and greater efficiencies. In addition, the Issuer and its subsidiaries have utilized managed care and claims management expertise of the Filing Persons and their affiliates in their property and casualty insurance business. FAFLIC and the Issuer also share certain functions such as investment portfolio management. Other than as disclosed above, the Filing Persons have no present plans or proposals which relate to, or would result in, any transaction, change or other occurrence of the type listed in paragraphs (a) through (j) of Item 4 with respect to the Issuer or the shares of Common Stock of the Issuer owned by the Filing Persons. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) - (b) The aggregate number and percentage of the outstanding Common Stock of the Issuer beneficially owned by the Filing Persons is 35,472,600 shares, or approximately 59.5%. 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 all of such shares. The number and percentage of the outstanding Common Stock of the Issuer held by the directors and executive officers of the Filing Persons are listed on Schedule A. Except as set forth on Schedule A, each director and executive officer possesses the sole power to vote and dispose of his shares. (c) Except as set forth on Schedule A, 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) Each of AFC and FAFLIC has the right to receive, through SMA, the dividends paid on, and the proceeds of sales of, the shares of Common Stock of the Issuer owned by the Filing Persons. Except as set forth on Schedule A, each of the directors and executive officers has the right to receive dividends paid on and proceeds of the sale of the shares held by them. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- See Item 4, which is incorporated herein in its entirety by reference. Except as described herein, none of the Filing Persons or the directors and executive officers thereof Page 7 of 19 Pages have any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to, any agreement to transfer, vote, hold or dispose of the shares of Common Stock of the Issuer held by the Filing Person, any finders' fees, joint ventures, call or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies relating to the Issuer or the Shares. Page 8 of 19 Pages Item 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 1/*/ Registration Statement on Form S-1 for Citizens Corporation as filed with the Securities and Exchange Commission on December 23, 1992 Exhibit 2/*/ Press Release of Allmerica Property & Casualty Companies, Inc. dated December 31, 1992 Exhibit 3/*/ Amendment No. 4 to the Registration Statement on Form S-1 for Citizens Corporation as declared effective by the Securities and Exchange Commission on March 19, 1993. Exhibit 4/*/ Press Release of Allmerica Property & Casualty Companies, Inc. dated March 19, 1993 Exhibit 5/*/ Letter dated July 29, 1993 from State Mutual Life Assurance Company of America to the Board of Directors of Allmerica Property & Casualty Companies, Inc. Exhibit 6/*/ Press Release dated July 30, 1993 of State Mutual Life Assurance Company of America Exhibit 7/*/ Letter dated March 31, 1994 from State Mutual Life Assurance Company of America to the Special Committee of the Board of Directors of Allmerica Property & Casualty Companies, Inc. Exhibit 8/*/ Press release dated April 1, 1994 of State Mutual Life Assurance Company of America Exhibit 9/*/ Press release dated December 27, 1994 of Allmerica Property & Casualty Companies, Inc. Exhibit 10/*/ Press release dated February 28, 1995 of State Mutual Life Assurance Company of America announcing adoption of Plan of Reorganization Schedule A List of Directors and Executive Officers of the Filing Persons Exhibit 11 Letter from Allmerica Financial Corporation to the Board of Directors of the Issuer dated December 17, 1996 communicating the Proposal. Exhibit 12 Press release dated December 17, 1996 of Allmerica Financial Corporation announcing the Proposal. ____________________ /*/ Previously filed with the Commission Page 9 of 19 Pages 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: December 17, 1996 ALLMERICA FINANCIAL CORPORATION By: /s/ John F. Kelly __________________________ Title: Vice President FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ John F. Kelly __________________________ Title: Vice President SMA FINANCIAL CORP. By: /s/ John F. Kelly __________________________ Title: Vice President Page 10 of 19 Pages
Exhibit Index Page - ------------- ---- Schedule A List of Directors and Executive Officers of the 12 Filing Persons Exhibit 11 Letter from Allmerica Financial Corporation to 18 the Special Committee of the Board of Directors of the Issuer dated December 17, 1996 communicating the Proposal. Exhibit 12 Press release dated December 17, 1996 of Allmerica 19 Financial Corporation announcing the Proposal.
Page 11 of 19 Pages Schedule A ---------- ALLMERICA FINANCIAL CORPORATION ------------------------------- Listed below are the directors and executive officers of Allmerica Financial Corporation ("AFC"). Except as indicated below, the principal occupation of each person is an employee of AFC and the business address is 440 Lincoln Street, Worcester, Massachusetts 01653.
Name Title Number Shares of Issuer - ---- -------- ----------------------- Michael P. Angelini Director 3,000 Partner, Bowditch & Dewey 311 Main Street Worcester, MA 01608 David A. Barrett Director 600 Consultant, MCCM, Inc. and The Medical Center of Central Massachusetts 11 Shattuck Street Worcester, MA 01605 Gail L. Harrison Director 450 Founding Principal The Wexler Group 1317 F Street, N.W. Suite 600 Washington, DC 20004 Robert P. Henderson Director Chairman Greylock Management Corporation One Federal Street Boston, MA 02110
Page 12 of 19 Pages J. Terrence Murray Director Chairman, President and Chief Executive Officer Fleet Financial Group, Inc. One Federal Street Boston, MA 02111 Robert J. Murray Director Chairman, President and Chief Executive Officer New England Business Services, Inc. 500 Main Street Groton, MA 01471 John F. O'Brien Director, 16,000 President and Chief Executive Officer John L. Sprague Director President John L. Sprague Associates, Inc. 96 Marshall Street North Adams, MA 01247 Robert G. Stachler Director Partner, Taft, Stettinius & Hollister 1800 Star Bank Center 425 Walnut Street Cincinnati, OH 45202 Herbert M. Varnum Director 600*(1) Chairman and Chief Executive Officer Quabaug Corporation 17 School Street North Brookfield, MA 01535 Richard Manning Wall Director General Counsel, Assistant to Chairman and Chief Executive Officer Flexcon Company, Inc. Flexcon Industrial Park Spencer, MA 01562 Bruce C. Anderson Vice President 1,000
Page 13 of 19 Pages Richard J. Baker Vice President and 4,200*(2) Secretary John P. Kavanaugh Vice President and Chief Investment Officer John F. Kelly Vice President, 3,150*(3) General Counsel, and Assistant Secretary J. Barry May President, The Hanover Insurance Company James R. McAuliffe President, 1,600 Citizens Insurance Company of America Edward J. Parry, III Vice President, Chief Financial Officer and Treasurer Richard M. Reilly Vice President, First Allmerica Life Insurance of America Larry C. Renfro Vice President, First Allmerica Life Insurance Company of America Eric A. Simonsen Vice President 9,000 (4) Phillip E. Soule Vice President, 300 First Allmerica Life Insurance Company of America - ---------
*Less than 1% Page 14 of 19 Pages (1) These shares are held by Mr. Varnum and his wife as joint tenants. (2) Includes 2,700 shares which are held by Mr. Baker's wife and who has the sole power to vote, dispose of, receive dividends and proceeds from such shares. (3) Includes 2,700 shares owned by Mr. Kelly's children and 150 shares which Mr. Kelly holds as custodian. (4) Includes 3,000 shares held in trust by Mr. Simonsen as trustee for the benefit of Mr. Simonsen's children. Page 15 of 19 Pages FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY ------------------------------------------------ Listed below are the directors and executive officers of First Allmerica Financial Life Insurance Company. The principal occupation of each person is an employee of AFC and the business address is 440 Lincoln Street, Worcester, Massachusetts 01653.
Name Title Number Shares of Issuer - ---- ------- ---------------------- Bruce C. Anderson Director, Vice President and Assistant Secretary John P. Kavanaugh Director, Vice President and Chief Investment Officer John F. Kelly Director, Senior Vice President, General Counsel and Assistant Secretary J. Barry May Director James R. McAuliffe Director John F. O'Brien Director, President and Chief Executive Officer Edward J. Parry III Director, Vice President, Chief Financial Officer and Treasurer Richard M. Reilly Director and Vice President Larry C. Renfro Director and Vice President Eric A. Simonsen Director and Vice President Phillip E. Soule Director and Vice President
Note: Except as provided in the schedule of the directors and officers of Allmerica Financial Corporation, the directors and executive officers of FAFLIC do not own shares of Common Stock of the Issuer. Page 16 of 19 Pages SMA FINANCIAL CORP. ------------------- Listed below are the directors and executive officers of SMA Financial Corp. The principal occupation of each person is an employee of AFC and the business address is 440 Lincoln Street, Worcester, Massachusetts 01653.
Name Title Number Shares of Issuer - ---- ------- ----------------------- John F. Kelly Director, Vice President and General Counsel John F. O'Brien Director, President and Chief Executive Officer Edward J. Parry, III Vice President, Chief Financial Officer and Treasurer Eric A. Simonsen Director and Vice President
Note: Except as provided in the schedule of the directors and officers of Allmerica Financial Corporation, the directors and executive officers of SMA do not own shares of Common Stock of the Issuer. Page 17 of 19 Pages EX-11 2 PROPOSAL LETTER Exhibit 11 ---------- 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 Page 18 of 19 Pages EX-12 3 PRESS RELEASE DATED 12/17/96 Exhibit 12 ---------- 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 consideration 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 Page 19 of 19 Pages -----END PRIVACY-ENHANCED MESSAGE-----