<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998.
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 [d] OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to _________
Commission file number 1-10890
----------------
HORACE MANN SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
(Full title of the Plan)
HORACE MANN EDUCATORS CORPORATION
1 Horace Mann Plaza, Springfield, Illinois 62715
Registrant's telephone number, including area code:
(217) 789 - 2500
(Name, Address and Telephone Number of Issuer)
1
<PAGE>
REQUIRED INFORMATION
Financial Statements:
Item 4. In lieu of the requirements of Items 1-3, audited statements and
schedules prepared in accordance with the requirements of ERISA for the Plan's
fiscal years ended December 31, 1998 and 1997 are presented on pages 3 through
17.
2
<PAGE>
Financial Statements
and Supplemental Schedules
Horace Mann Supplemental
Retirement and Savings Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
3
<PAGE>
Horace Mann Supplemental
Retirement and Savings Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................. 5
Audited Financial Statements
Statements of Net Assets Available for Benefits............................ 6
Statements of Changes in Net Assets Available for Benefits................. 7
Notes to Financial Statements.............................................. 9
Supplemental Schedules
Assets Held for Investment................................................. 16
Reportable Transactions (all other required schedules are not applicable).. 17
</TABLE>
4
<PAGE>
Report of Independent Auditors
Pension Committee and The Board of Directors
Horace Mann Educators Corporation
We have audited the accompanying statements of net assets available for benefits
of Horace Mann Supplemental Retirement and Savings Plan (Plan) as of December
31, 1998 and 1997, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying schedules of assets held for
investment as of December 31, 1998, and reportable transactions for the year
then ended, are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The fund information in the statements of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for benefits of each
fund. The supplemental schedules and fund information have been subjected to
the auditing procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
May 28, 1999
5
<PAGE>
Horace Mann Supplemental Retirement and Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1998 1997
------------------------
<S> <C> <C>
Assets
Separate Account-Horace Mann Mutual Funds,
at market value:
Growth Fund (cost $27,280,731
in 1998, $24,565,768 in 1997) $28,787,067 $27,898,008
Balanced Fund (cost $15,045,041
in 1998, $13,861,976 in 1997) 15,748,909 15,448,640
Small Cap Growth Fund (cost $2,890,648
in 1998, $2,041,076 in 1997) 3,111,828 2,079,756
Socially Responsible Fund (cost $2,644,865
in 1998, $722,477 in 1997) 2,743,426 744,854
International Equity Fund (cost $999,089
in 1998, $526,040 in 1997) 1,096,659 508,207
Income Fund (cost $645,690
in 1998, $317,515 in 1997) 635,009 318,120
Short-Term Investment Fund (cost $79,831
in 1998, $63,391 in 1997) 77,775 61,843
------------------------
Total Separate Account - Horace Mann Mutual Funds 52,200,673 47,059,428
Group annuity contract, at contract value 38,076,205 37,158,317
Horace Mann Educators Corporation Common
Stock, at market value (cost $5,689,529 in 1998,
$3,864,843 in 1997) 8,373,617 6,866,985
------------------------
Total assets 98,650,495 91,084,730
Liabilities
Withdrawals payable to participants 177,079 1,027,985
------------------------
Net assets available for benefits $98,473,416 $90,056,745
========================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
Horace Mann Supplemental Retirement & Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Total Growth Fund Balanced Fund
------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Net realized and unrealized
appreciation (depreciation) of
investments ($ 1,700,182) $ 4,005,686 ($ 1,243,751) $ 1,671,306 ($ 621,812) $ 658,649
Interest 2,489,336 2,667,364 - - - -
Dividends 5,339,647 5,342,702 3,362,267 3,407,944 1,779,868 1,838,198
------------------------------------------------------------------------------------
6,128,801 12,015,752 2,118,516 5,079,250 1,158,056 2,496,847
Contributions:
Employer 2,314,820 2,125,037 907,629 944,344 357,235 391,973
Participants 5,684,388 5,148,509 2,237,405 2,306,797 882,532 952,080
------------------------------------------------------------------------------------
Total additions 14,128,009 19,289,298 5,263,550 8,330,391 2,397,823 3,840,900
Deductions
Withdrawals by Participants (5,711,338) (5,710,091) (1,809,436) (1,149,657) (842,666) (1,039,407)
Interfund transfers 0 0 (2,377,506) (393,201) (787,431) (783,621)
------------------------------------------------------------------------------------
Net increase (decrease) 8,416,671 13,579,207 1,076,608 6,787,533 767,726 2,017,872
Net assets available for benefits
Beginning of year 90,056,745 76,477,538 27,633,434 20,845,901 14,970,045 12,952,173
------------------------------------------------------------------------------------
End of year $98,473,416 $90,056,745 $28,710,042 $27,633,434 $15,737,771 $14,970,045
====================================================================================
<CAPTION>
Small Cap Socially
Growth Fund Responsible Fund
-------------------------------------------------------
1998 1997 1998 1997
-------------------------------------------------------
<S> <C> <C> <C> <C>
Additions
Investment income:
Net realized and unrealized
appreciation (depreciation) of
investments $ 155,152 $ 38,869 $ 77,144 $ 22,507
Interest - - - -
Dividends - - 60,012 12,243
-------------------------------------------------------
155,152 38,869 137,156 34,750
Contributions:
Employer 174,012 58,109 109,740 24,862
Participants 423,174 141,985 274,351 59,197
-------------------------------------------------------
Total additions 752,338 238,963 521,247 118,809
Deductions
Withdrawals by Participants (70,459) (12,418) (101,663) (10,949)
Interfund transfers 344,035 1,845,863 1,582,847 628,745
-------------------------------------------------------
Net increase (decrease) 1,025,914 2,072,408 2,002,431 736,605
Net assets available for benefits
Beginning of year 2,072,408 0 736,605 0
-------------------------------------------------------
End of year $ 3,098,322 $ 2,072,408 $ 2,739,036 $ 736,605
=======================================================
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
Horace Mann Supplemental Retirement & Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
International Short-Term
Equity Fund Income Fund Investment Fund
----------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Net realized and unrealized
appreciation (depreciation) of
investments $116,663 $(23,352) $(8,046) $14,872 $(452) $(259)
Interest
Dividends 7,688 3,968 36,244 20,181 3,699 3,193
-----------------------------------------------------------------------
124,351 (19,384) 28,198 35,053 3,247 2,934
Contributions:
Employer 57,508 28,134 14,174 14,920 6,009 4,822
Participants 140,050 70,363 35,402 36,297 13,462 11,195
-----------------------------------------------------------------------
Total additions 321,909 79,113 77,774 86,270 22,718 18,951
Deductions
Withdrawals by Participants (16,723) (1,079) (40,388) (27,124) (5,223) (9,345)
Interfund transfers 282,668 430,123 278,812 (218,438) (1,563) (3,089)
-----------------------------------------------------------------------
Net increase (decrease) 587,854 508,157 316,198 (159,292) 15,932 6,517
Net assets available for benefits
Beginning of year 508,157 0 318,119 477,411 61,843 55,326
-----------------------------------------------------------------------
End of year $1,096,011 $508,157 $634,317 $318,119 $77,775 $61,843
=======================================================================
<CAPTION>
HMEC Common
Fixed Fund Stock Fund
---------------------------------------------------------
1998 1997 1998 1997
---------------------------------------------------------
<S> <C> <C> <C> <C>
Additions
Investment income:
Net realized and unrealized
appreciation (depreciation) of
investments - - $(175,080) $1,623,094
Interest 2,488,755 2,667,165 581 199
Dividends - - 89,869 56,975
---------------------------------------------------------
2,488,755 2,667,165 (84,630) 1,680,268
Contributions:
Employer 397,991 478,285 290,522 179,588
Participants 957,693 1,136,862 720,319 433,733
---------------------------------------------------------
Total additions 3,844,439 4,282,312 926,211 2,293,589
Deductions
Withdrawals by Participants (2,417,443) (3,109,941) (407,337) (350,171)
Interfund transfers (381,817) (2,618,277) 1,059,955 1,111,895
---------------------------------------------------------
Net increase (decrease) 1,045,179 (1,445,906) 1,578,829 3,055,313
Net assets available for benefits
Beginning of year 36,998,419 38,444,325 6,757,715 3,702,402
---------------------------------------------------------
End of year 38,043,598 $36,998,419 $8,336,544 $6,757,715
========================================================
</TABLE>
8
<PAGE>
Horace Mann Supplemental Retirement and Savings Plan
Notes to Financial Statements
December 31, 1998
1. General Plan Information
Description of the Plan
The Horace Mann Supplemental Retirement and Savings Plan (the Plan) is sponsored
by Horace Mann Service Corporation (HMSC) which is a wholly owned subsidiary of
Horace Mann Educators Corporation (HMEC; HMSC and HMEC collectively referred to
as the Company). The following brief description of the Plan is provided for
general information purposes. Readers should refer to the actual Plan Document
or the employee Summary Plan Description entitled Your Horace Mann Benefits
Program for additional information.
The Plan is a voluntary defined contribution plan covering all employees of the
Company. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions and Vesting
Participating employees may contribute up to 10% of eligible compensation,
including salary, overtime, commissions and certain incentive bonuses on a
before-tax basis to one or more of nine available investment funds.
The Company contributes an amount equal to 50% of the first 6% of eligible
compensation contributed by participating employees. Employer contributions and
earnings thereon are 20% vested for each year of service, with full vesting
occurring after five years of service. In addition, employer contributions
generally become fully vested in the event of disability or death. Forfeitures
of nonvested employer contributions serve to reduce future Company matching
contributions. Participant contributions and earnings thereon are fully vested
at all times.
In accordance with the Omnibus Budget Reconciliation Act of 1993, eligible
compensation for purposes of contributions was limited to $160,000 in 1998 and
1997. Highly compensated employees are limited to 6% participant contributions
and 3% Company matching contributions.
9
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
1. General Plan Information (continued)
Participant Accounts and Benefits
Each participant's account is credited with the participant's contribution, the
Company's matching contribution and an allocation of Plan investment earnings.
The benefit to which a given participant is entitled is the benefit that can be
provided from that participant's vested account. A participant subaccount is
maintained in each of the investment funds in which a participant chooses to
invest. There were 2,410 and 2,161 participants at December 31, 1998 and 1997,
respectively. At December 31, 1998 and 1997, the number of participants'
subaccounts in the respective investment funds were as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------
<S> <C> <C>
Separate Account - Horace Mann
Mutual Funds:
Growth Fund 1,795 1,750
Balanced Fund 1,159 1,149
Small Cap Growth Fund 604 434
Socially Responsible Fund 533 229
International Equity Fund 301 210
Income Fund 172 144
Short-Term Investment Fund 57 55
Fixed Fund 1,220 1,289
HMEC Common Stock Fund 1,036 848
</TABLE>
Trust Agreement
All plan assets are held in trust by The Northern Trust Quantitative Advisors,
Inc. (formerly American National Bank and Trust Company of Chicago). The assets
of the Plan are deposited in participant-directed investments: any of seven
Horace Mann Mutual Fund Options available within the Horace Mann Life Insurance
Company (HMLIC) Separate Account, a group annuity contract with HMLIC, or an
HMEC Common Stock Fund.
Transfers and Withdrawals
Participants may transfer all or a portion of their account balance between the
various investment funds on a monthly basis. Participant withdrawals (as
allowed under the Plan) are permitted on a monthly basis.
10
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
Termination
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan at any time, subject to the provisions of ERISA. In the
event of Plan termination, participants become fully vested in the Company's
matching contributions and related investment earnings.
2. Investments
Separate Account - Horace Mann Mutual Funds
A separate account has been established by HMLIC for the purpose of separately
investing Plan assets in one or more of seven mutual funds, (Growth Fund,
Balanced Fund, Small Cap Growth Fund, Socially Responsible Fund, International
Equity Fund, Income Fund, and Short-Term Investment Fund, collectively the
Horace Mann Funds). Three of these mutual funds, the Small Cap Growth Fund,
Socially Responsible Fund, and International Equity Fund, were added in 1997.
The investment in the separate account is stated at market value. The
investments of the underlying mutual funds are primarily common stocks, U.S.
government and corporate bonds and short-term commercial paper. The common
stocks and bonds are presented at market value, based on quoted market prices,
and the short-term commercial paper is presented at cost, which approximates
market value.
11
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
2. Investments (continued)
The units owned by the Plan through its investment in the separate account and
unit values of each of the Separate Account - Horace Mann Mutual Funds at
December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Separate Account- 1998 1997
Horace Mann -------------------------------------------------------
Mutual Funds Units Owned Unit Value Units Owned Unit Value
=============================================================================================
<S> <C> <C> <C> <C>
Growth Fund 1,182,706 $24.34 1,087,218 $25.66
Balanced Fund 833,276 18.90 779,447 19.82
Small Cap Growth Fund 251,359 12.38 177,757 11.70
Socially Responsible Fund 211,195 12.99 61,558 12.10
International Equity Fund 90,409 12.13 49,485 10.27
Income Fund 47,961 13.24 24,471 13.00
Short-Term Investment Fund 7,793 9.98 6,191 9.99
</TABLE>
Total annual returns for each of the Horace Mann Mutual Funds were as follows:
<TABLE>
<CAPTION>
Annual Investment Returns
---------------------------------------------------
1 Year Period ended December 31, 1998
Separate Account - --------------- --------------------------------
Horace Mann Funds 1998 1997 5 years 10 years
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Fund 7.64% 23.45% 17.27% 16.28%
Balanced Fund 7.68 19.03 13.75 13.80
Small Cap Growth Fund 5.81 21.36 - -
Socially Responsible Fund 9.80 27.60 - -
International Equity Fund 18.95 3.34 - -
Income Fund 8.09 9.42 6.57 8.56
Short-Term Investment Fund 4.97 5.09 4.82 5.20
</TABLE>
12
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
2. Investments (continued)
The composition of the underlying investments in each of the Separate Account -
Horace Mann Mutual Funds at December 31, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------
<S> <C> <C>
Growth Fund:
Common and preferred stock 99% 97%
Cash and short-term investments 1 3
Balanced Fund:
Common and preferred stock 60% 62%
U.S. and foreign government and agency obligations 18 25
U.S. and foreign corporate bonds/notes 21 12
Cash and short-term investments 1 1
Small Cap Growth Fund:
Common stock 95% 90%
Cash and short-term investments 5 10
Socially Responsible Fund:
Common and preferred stock 98% 97%
Cash and short-term investments 2 2
Convertible securities - 1
International Equity Fund:
Common and preferred stock 90% 90%
Cash and short-term investments 10 10
Income Fund:
U.S. and foreign government and agency obligations 47% 61%
Corporate bonds/notes 44 32
Cash and short-term investments 3 3
Municipal bonds 6 4
Short-Term Investment Fund:
U.S. and foreign government and agency obligations 100% 100%
</TABLE>
13
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
Investments (continued)
Group Annuity Contract
Plan participants may invest in a fixed interest rate group annuity contract
with HMLIC (Fixed Fund). Plan assets invested in this contract are guaranteed by
HMLIC and, as a result, are presented in the financial statements at contract
value. Contract value represents contributions made under the contract, plus
interest at the contract rate, less withdrawals by participants. The market
value of the group annuity contract is approximately equal to contract value.
The actual credited interest rate on the group annuity contract was 7.00% and
7.25% for the years ended December 31, 1998 and 1997, respectively.
The minimum guaranteed annual interest rate per the group annuity contract is
4.5%. The actual credited interest rate may be reset by HMLIC with 30 days
advance notice, but is generally changed once at the beginning of each Plan
year. Beginning January 1, 1999, the actual crediting rate was reduced to 6.25%.
HMEC Common Stock Fund
The Plan's HMEC Common Stock Fund at December 31, 1998 and 1997 consisted of a
pooled investment in 293,811 shares and 241,472 shares, respectively, of HMEC
common stock, which is traded on the New York Stock Exchange under the symbol
HMN. This investment is presented in the financial statements at market value of
$28.50 and $28.44 per share, respectively.
Total annual returns for investments in the HMEC Common Stock Fund were as
follows:
Annual Investment Returns
--------------------------------------
1 Year Since inception
----------------------
1998 1997 (November 1991)
--------------------------------------
1.3% 42.5% 18.9%
14
<PAGE>
Horace Mann Supplemental Retirement Savings Plan
Notes to Financial Statements (continued)
3. Administrative Expenses
The Company pays all administrative costs for the operation of the Plan and
related trust, which consist primarily of trustee, audit and legal fees. The
investment results of the separate account are net of investment and operating
expenses charged by HMLIC and the Separate Account - Horace Mann Mutual Funds.
Minimal brokerage and commission fees for the purchase of HMEC common stock are
paid directly by the Trustee from the HMEC Common Stock Fund.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
that the Plan has met the provisions of the Internal Revenue Code (the Code) as
being exempt from federal income tax.
The Plan is organized in accordance with section 401(k) of the Code.
Participants are not subject to federal income tax on amounts contributed to the
Plan or on earnings attributable to such contributions until such time as these
amounts are either distributed to or withdrawn by the participants.
15
<PAGE>
Supplemental Schedules
<PAGE>
Horace Mann Supplemental Retirement and Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN #: 37-0972590
Plan #: 004
<TABLE>
<CAPTION>
Number
of Shares Contract or
or Units Description of Investment Cost Market Value
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Separate Account - Horace Mann
Funds:
1,182,706 Growth Fund $ 27,280,731 $ 28,787,067
833,276 Balanced Fund 15,045,041 15,748,909
251,359 Small Cap Growth Fund 2,890,648 3,111,828
211,195 Socially Responsible Fund 2,644,865 2,743,426
90,409 International Equity Fund 999,089 1,096,659
47,961 Income Fund 645,690 635,009
7,793 Short-Term Investment Fund 79,831 77,775
-------------------------------
Total Separate Account - Horace
Mann Mutual Funds 49,585,895 52,200,673
N/A HMLIC Group Annuity
Contract 38,076,205 38,076,205
293,811 Horace Mann Educators
Corporation Common Stock 5,689,529 8,373,617
-------------------------------
$ 93,351,629 $ 98,650,495
===============================
</TABLE>
16
<PAGE>
Horace Mann Supplemental Retirement and Savings Plan
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
EIN #: 37-0972590
Plan #: 004
<TABLE>
<CAPTION>
Purchase Selling Number of Cost of Net
Identity of Party Involved Description of Asset Price Price Transactions Asset Gain (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of Transactions in excess
of 5% of plan assets
Horace Mann Mutual Funds:
Horace Mann Life Insurance Growth Fund $6,560,537 $ - 29 $6,560,537 $ -
Company * Separate Account - 4,427,727 25 3,845,574 582,153
Balanced Fund 3,050,044 - 29 3,050,044 -
- 2,127,963 21 1,866,979 260,984
Small Cap Growth Fund 1,115,815 - 30 1,115,815 -
- 238,895 18 266,243 (27,348)
Socially Responsible Fund 2,036,571 - 38 2,036,571 -
- 115,143 14 114,183 960
International Equity Fund 533,659 - 31 533,659 -
- 61,870 17 60,610 1,260
Income Fund 409,410 - 34 409,410 -
- 84,475 17 81,235 3,240
Short-Term Investment Fund 50,753 - 27 50,753 -
- 34,369 15 34,313 56
Horace Mann Life Insurance Group Annuity Contract 5,116,027 - 52 5,116,027 -
Company * - 4,198,139 24 4,198,139 -
Horace Mann Educators Corporation * Common Stock 2,063,184 21 2,063,184 -
Common Stock Fund - 381,472 4 238,498 142,974
</TABLE>
(*) Party-in-interest
Note: There were no category (i),(ii), or (iv) reportable transactions for the
year ended December 31, 1998.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension
Plan Committee of the Horace Mann Supplemental Retirement and Savings Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 29 June 1999 HORACE MANN SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
------------
/s/ Kathryn E. Karr
-----------------------------------
Kathryn E. Karr
Plan Administrator
Assistant Vice President,
Corporate Benefits Administration
18
<PAGE>
EXHIBITS
23. Consent of Independent Auditors
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-45152) pertaining to the Horace Mann Supplemental Retirement and
Savings Plan and in the related Prospectus of our report dated May 28, 1999 with
respect to the financial statements and supplemental schedules of the Horace
Mann Supplemental Retirement and Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1998.
Chicago, Illinois
June 29, 1999
