<PAGE> 1
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 8, 1999
------
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 1-7255 59-1219710
------------------------------------------------------------
(State or incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 992-1776
-----------------------------
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE> 2
Item 5. Other Events.
Reference is made to a copy of a news release of American Heritage Life
Investment Corporation, dated July 9, 1999, announcing an agreement to merge
American Heritage Life Investment Corporation with and into a subsidiary of The
Allstate Corporation, which release is filed as Exhibit 99 to this report, which
exhibit is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
99 News release of American Heritage Life
Investment Corporation, dated July 9, 1999
</TABLE>
2
<PAGE> 3
SIGNATURE
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: July 9, 1999 By: /s/ T. O'Neal Douglas
-------------------------------------
T. O'Neal Douglas
Chairman and Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
The following designated exhibit is filed herewith:
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
99 News release of American Heritage Life Investment Corporation,
dated July 9, 1999
</TABLE>
4
<PAGE> 1
EXHIBIT 99
NEWS RELEASE
Draft 7/9/99 12:30 a.m.
FOR RELEASE Contact: Larry Sonis or Patricia Carroll
7:00 A.M. (904)353-3911
AMERICAN HERITAGE LIFE AGREES TO MERGE WITH ALLSTATE SUBSIDIARY
JACKSONVILLE, FLA July 9, 1999 NYSE: AHL - American Heritage Life Investment
Corporation announced today that it had signed an agreement to merge into a
subsidiary of The Allstate Corporation (NYSE:ALL). Under the merger agreement,
American Heritage Life shareholders would receive $32.25 for each American
Heritage Life share, receivable in Allstate shares or upon election by
shareholders, in cash, subject to proration as may be necessary to preserve the
tax free nature of the transaction. In addition, Allstate will assume American
Heritage Life's obligations under its outstanding mandatorily redeemable
preferred securities. The offer values American Heritage Life at $1.1 billion.
The transaction is subject to approval by the shareholders of American Heritage
Life and requisite regulatory authorities and other customary conditions and is
expected to be completed during the fourth quarter of 1999.
As part of the agreement, shareholders owning approximately 39% of the
outstanding American Heritage Life common stock signed an agreement to vote all
of their shares in favor of the acquisition. In addition, they agreed to vote
against any other proposed acquisition from a third party for six months. In
connection with the transaction, American Heritage Life granted to Allstate an
option to acquire newly issued shares of American Heritage Life in an amount up
to 19.9% of the currently outstanding shares of
<PAGE> 2
American Heritage Life, exercisable in certain circumstances involving a third
party's interference with the transaction. The parties entered into the option
to increase the likelihood that the transaction would be completed according to
the terms of the definitive agreement.
American Heritage Life is the parent of American Heritage Life Insurance
Company, the third largest distributor of life, disability and health insurance
to employees at their workplace. Last year , it had annual premium income of
$480 million and recorded an operating profit of $36.4 million. The existing
management of American Heritage Life will continue to run the business under the
present brand name. American Heritage Life's Jacksonville offices would remain
as headquarters for the combined companies' growth in the worksite marketing
segment. Worksite marketing encompasses an employer's endorsement for sales of
voluntary life and health insurance products to employees at the worksite, with
premiums paid by the employees via payroll deduction.
"This is great business news for Jacksonville because we would keep a growing
American Heritage Life here, and at the same time become the national worksite
marketing headquarters for Allstate, which already has a claims center here,"
said Jacksonville Mayor John Delaney.
"This is great news for American Heritage Life agents, policyholders, employees
and shareholders since it would provide us with access to the capital resources
and distribution opportunities necessary for us to become a dominant player in
worksite
<PAGE> 3
marketing in America," said T. O'Neal Douglas, Chairman and Chief Executive
Officer of American Heritage Life Investment Corporation.
"We are bullish on Jacksonville as an extremely desirable business location,"
said Louis G. Lower, II, Chairman, Allstate Life Insurance Company. "In our
opinion, American Heritage Life is the premier worksite marketing company in
America; and this partnership and our expansion into the fast-growing worksite
marketing segment through a highly regarded name and channel like American
Heritage Life fits Allstate's strategy of being multi-channel, multi-product and
multi-brand. We also endorse American Heritage Life's commitment to continue,
and where possible expand, community activities such as support for public
school incentive programs."
"There is a significant opportunity to use Allstate Life's national presence to
expand the business throughout the country," added Thomas J. Wilson, President
of Allstate Life. "Some 87 percent of all working Americans are employed in
companies with fewer than 1,000 employees; that is American Heritage Life's
target market. Coupled with an increasing desire of employees to purchase
products in the workplace, this offers an unprecedented opportunity."
"We are especially pleased for our agents; and we want them and everyone to know
that we will continue to do the things that have made American Heritage Life the
unique, special, very successful company that it has become over the years,"
said C. Richard
<PAGE> 4
Morehead, President and Chief Executive Officer of American Heritage Life
Insurance Company.
Allstate Life and American Heritage Life Insurance Company are both rated "A+"
(Superior) by A.M. Best.
The Allstate Corporation is the parent of Allstate Insurance Company, the
nation's largest publicly held personal lines insurance company, insuring one of
every eight homes and automobiles in the country. Allstate Insurance Company
provides insurance for more than 14 million households and has approximately
15,500 agents in the U.S. and Canada. Allstate is also a major life insurer.
American Heritage Life Insurance Company, a subsidiary of American Heritage Life
Investment Corporation, is 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.
The offering of common stock of Allstate to be issued in connection with the
Merger will be made only by means of a prospectus.
<PAGE> 5
The foregoing discussion contains forward-looking statements together with
related data and projections about American Heritage Life's future plans and
strategies. However, actual results and needs of American Heritage Life may vary
materially from forward-looking statements and projections made from time to
time by American Heritage Life on the basis of management's then current
expectations. See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Forward-Looking Information" in American
Heritage Life's Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
