<PAGE>
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).
<PAGE>
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
- --------------------------------------------------------------------------------
<PAGE>
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
- --------------------------------------------------------------------------------
<PAGE>
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
- --------------------------------------------------------------------------------
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index Page
- ------------- ----
<S> <C> <C>
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.
</TABLE>
Page 11 of 19 Pages
<PAGE>
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.
<TABLE>
<CAPTION>
Name Title Number Shares of Issuer
- ---- -------- -----------------------
<S> <C> <C>
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
</TABLE>
Page 12 of 19 Pages
<PAGE>
<TABLE>
<S> <C> <C>
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
</TABLE>
Page 13 of 19 Pages
<PAGE>
<TABLE>
<S> <C> <C>
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
- ---------
</TABLE>
*Less than 1%
Page 14 of 19 Pages
<PAGE>
(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
<PAGE>
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.
<TABLE>
<CAPTION>
Name Title Number Shares of Issuer
- ---- ------- ----------------------
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Name Title Number Shares of Issuer
- ---- ------- -----------------------
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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
