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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 25, 1999
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AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
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(Exact name of Registrant as Specified in Charter)
FLORIDA 1-7255 59-1219710
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
1776 American Heritage Life Drive, Jacksonville, Florida 32224
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(Address of Principal Executive Offices) (Zip Code)
(904) 992-1776
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(Registrant's telephone number including area code)
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ITEM 5. OTHER EVENTS.
Reference is made to a copy of a news release of American Heritage Life
Investment Corporation ("AHL"), dated October 25, 1999, announcing that the
exchange ratio for shares of AHL to be exchanged in the previously announced
merger between American Heritage Life and a subsidiary of Allstate (the
"Merger") has been set. Such release is filed as Exhibit 99(a) to this report,
which exhibit is incorporated herein by reference.
Reference is also made to a news release of AHL, dated October 27,
1999, announcing that the shareholders of AHL have approved the Merger, which
release is filed as Exhibit 99(b) to this report, which exhibit is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit 99(a) Press release of American Heritage Life
Investment Corporation dated October 25, 1999.
Exhibit 99(b) Press release of American Heritage Life
Investment Corporation dated October 27, 1999.
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SIGNATURES
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 thereunto duly authorized.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
Date: November 2, 1999 By: /s/ T. O'Neal Douglas
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Name: T. O'Neal Douglas
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
99(a) Press Release of American Heritage Life Investment Corporation
dated October 25, 1999.
99(b) Press Release of American Heritage Life Investment Corporation
dated October 27, 1999.
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EXHIBIT NO. 99(a)
EXCHANGE RATIO SET FOR ALLSTATE'S MERGER WITH
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
FOR IMMEDIATE RELEASE:
JACKSONVILLE, FLORIDA; October 25, 1999 - The Allstate Corporation
(NYSE: ALL) and American Heritage Life Investment Corporation (NYSE: AHL) today
announced that the exchange ratio for American Heritage Life shares to be
exchanged in the previously announced merger between American Heritage Life and
a subsidiary of Allstate has been set at 1.34973. A special meeting of
shareholders of American Heritage Life will be held on October 27, 1999 to
consider and vote on the merger.
If the merger is approved by the shareholders of American Heritage
Life, it is expected that the merger will be effective on October 31, 1999.
Based on that assumption, each share of American Heritage Life common stock will
be converted into the right to receive $32.25 in cash, or exchanged for 1.34973
shares of Allstate common stock, subject to proration, if elections to receive
cash total more than 50 percent of the total consideration. American Heritage
Life shareholders can also select a combination of shares and cash. A mailing
describing cash election procedures was sent to American Heritage Life's
shareholders in late September.
The Allstate Corporation is the nation's largest publicly held personal
lines insurance company. Its main business units include Allstate Personal
Property and Casualty, which provides insurance for more than 14 million
households and has approximately 15,500 agents in the U.S. and Canada, and
Allstate Life and Savings, which markets a number of life insurance and savings
products under a variety of brands through a number of channels and is currently
the nation's 17th largest life insurance business.
American Heritage Life Investment Corporation is the parent of American
Heritage Life Insurance Company, a 42-year-old insurance company headquartered
in Jacksonville, FL, and licensed in 49 states, Puerto Rico, the District of
Columbia and the U.S. Virgin Islands. It markets ordinary life, individual
accident and health, annuities, group life, group accident and health, credit
life and credit health insurance through its approximately 7,500 licensed
agents and brokers.
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EXHIBIT NO. 99(b)
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION APPROVES
MERGER WITH THE ALLSTATE CORPORATION
FOR IMMEDIATE RELEASE:
JACKSONVILLE, FLORIDA; October 27, 1999 NYSE:AHL - American Heritage
Life Investment Corporation ("American Heritage Life") announced today that its
shareholders approved its merger with and into a wholly owned subsidiary of The
Allstate Corporation ("Allstate") (NYSE:ALL). Pursuant to the merger agreement,
shareholders of American Heritage Life Investment Corporation will receive
$32.25 in cash for each share of American Heritage Life owned, subject to
proration, or 1.34973 shares of Allstate Common Stock for each share of American
Heritage Life owned, or a combination of cash and stock. The merger is expected
to become effective on October 31, 1999.
After the merger, the existing management of American Heritage Life
will continue to run its business under the present brand name. The Jacksonville
offices of American Heritage Life will remain as headquarters for the combined
company's growth in the worksite segment of their operations.
American Heritage Life is licensed to conduct business in 49 states,
the District of Columbia and Puerto Rico. It focuses primarily on the sale of
products to workers in companies with fewer than 1,000 employees. This average
size company employs some 87 percent of the American workforce.
The Allstate Corporation is the nation's largest publicly held personal
lines insurance company. Its main business units include Allstate Personal
Property and Casualty, which provides insurance for more than 14 million
households and has approximately 15,500 agents in the U.S. and Canada, and
Allstate Life Insurance Company, which markets a number of life insurance and
savings products under a variety of brands through a number of channels and is
currently the nation's 17th largest life insurance business.
