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Registration No.______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3164595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
440 Lincoln Street, Worcester, MA 01653
(Address of Principal Executive Offices) (Zip Code)
ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
1995 LONG TERM STOCK INCENTIVE PLAN
(Full title of the plan)
John F. Kelly, Vice President and General Counsel
Allmerica Property & Casualty Companies, Inc.
440 Lincoln Street
Worcester, MA 01653
(Name and address of agent for service)
(508) 855-2615
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to registered (1) offering aggregate registration
be registered price offering fee
per unit price(2)
(2)
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Common Stock,
$1.00 par 778,000 shares $ 28.125(2)$21,881,250 $7,545.26 (2)
value per 108,000 shares 21.00 2,268,000 782.07
share 111,000 shares 25.50 2,830,500 976.03
3,000 shares 26.625 79,875 27.54
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Total 1,000,000 shares $27,059,625 $9,330.90
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(1) In addition, this registration statement also covers an indeterminate
number of additional shares of Common Stock which may be issued
under said Plan as a result of stock splits, stock dividends or
similar transactions in accordance with the provisions of the Plan.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933
solely for purposes of calculating the registration fee and based
upon the average of the high and low prices reported on the New York
Stock Exchange on August 23, 1996.
This document contains 10 pages. The exhibit index is located on page 8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Allmerica Property & Casualty Companies, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the following
documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission").
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1995 as filed with the Commission on April 2, 1996;
(b) The Company's current reports on Form 8-K dated March 26,
1996 and April 30, 1996 as filed with the Commission on March 29, 1996 and
May 3, 1996, respectively, which current reports on Form 8-K should be read
in conjunction with the financial statements included in the annual report
on Form 10-K referred to in paragraph (a) above;
(c) The Company's quarterly reports on Form 10-Q for the periods
ended March 31, 1996 and June 30, 1996 as filed with the Commission on
May 15, 1996 and August 15, 1996, respectively;
(d) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 ("Exchange Act") since December 31,
1995; and
(e) The description of the Company's common stock, $1.00 par
value per share, contained in the Company's Registration Statement on Form
8-A (No. 020668) filed with the Commission on September 25, 1992.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereunder has been
passed upon by John F. Kelly, Vice President and General Counsel of the
Company.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Reference is made to Section
145 of the Delaware General Corporation Law, as amended, which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
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agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite an adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Reference is also made to Section 102(b)(7) of the Delaware General
Corporation Law, as amended, which permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating
to the liability of a corporation's directors for unlawful payment of
dividends or unlawful stock purchase or redemption; exoneration from
liability; contribution among directors and subrogation), or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation provides that the
Company's directors shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to
the extent that exculpation from liabilities is not permitted under the
Delaware General Corporation Law as in effect at the time such liability
is determined. The Company's Certificate of Incorporation further
provides that the Company shall indemnify its directors and officers to
the full extent permitted by the law of the State of Delaware.
The directors and officers of the Company are covered under
directors' and officers' liability insurance policies maintained by First
Allmerica Financial Life Insurance Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
4 Allmerica Property & Casualty Companies, Inc.
1995 Long Term Stock Incentive Plan (filed as
Exhibit A to the Company's definitive Proxy
Statement dated March 30, 1995 and incorporated
herein by reference).
5 Opinion of John F. Kelly, Vice President and General
Counsel
23.1 Consent of John F. Kelly, Vice President and General
Counsel (contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included on signature page in
Part II of the Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the registration statement (notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this registration statement); and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Worcester,
Commonwealth of Massachusetts, on the 29th day of August 1996.
ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
By: /s/ John F. O'Brien
John F. O'Brien
President and Chief Executive Officer
Each of the undersigned officers and directors of Allmerica Property
& Casualty Companies, Inc. hereby constitutes and appoints John F.
O'Brien, Eric A. Simonsen, and John F. Kelly, and each of them singly, his
or her true and lawful attorneys or attorneys-in-fact and agents, with
full power of substitution and re-substitution, for each of the
undersigned and in each of their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating
thereto and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully and
to all intents and purposes as each of the undersigned might or could do
in person, hereby ratifying and confirming all that each said attorney-in-
fact and agent, or his substitutes, may lawfully do or cause to be done
by virtue hereof, and ratifying and confirming our signatures as they may
be signed by each attorney-in-fact and agent, or his substitutes, to this
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/John F. O'Brien President, August 29, 1996
John F. O'Brien Chief Executive Officer
(Principal Executive Officer)
and Director
/s/Eric A. Simonsen Vice President and August 29, 1996
Eric A. Simonsen Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
/s/Michael P. Angelini Director August 29, 1996
Michael P. Angelini
/s/David A. Barrett Director August 29, 1996
David A. Barrett
/s/James A. Cotter, Jr. Director August 29, 1996
James A. Cotter, Jr.
/s/Neal J. Curtin Director August 29, 1996
Neal J. Curtin
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/s/Gail L. Harrison Director August 29, 1996
Gail L. Harrison
/s/M Howard Jacobson Director August 29, 1996
M Howard Jacobson
/s/Dona Scott Laskey Director August 29, 1996
Dona Scott Laskey
/s/Robert G. Stachler Director August 29, 1996
Robert G. Stachler
/s/Herbert M. Varnum Director August 29, 1996
Herbert M. Varnum
/s/Richard M. Wall Director August 29, 1996
Richard M. Wall
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EXHIBIT INDEX
Exhibit No. Description Page
4 Allmerica Property & Casualty Companies, Inc. 1995
Long Term Stock Incentive Plan (filed as Exhibit A
in the Company's definitive Proxy Statement dated
March 30, 1995 and incorporated herein by reference)
5 Opinion of John F. Kelly, Vice President and General 9
Counsel
23.1 Consent of John F. Kelly, Vice President and General 9
Counsel (contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP 10
24 Power of Attorney (included on signature page in 6-7
Part II of the Registration Statement)
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Exhibit 5
Allmerica Property & Casualty Companies, Inc.
440 Lincoln Street
Worcester, Massachusetts 01653
August 29, 1996
Securities and Exchange Commission
Re: Allmerica Property & Casualty Companies, Inc. - Registration
Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which Allmerica Property & Casualty Companies,
Inc. (the "Company") is filing concurrently herewith with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to (i) 1,000,000 shares of the Company's
common stock, $1.00 par value per share (the "Common Stock"), issuable
from time to time pursuant to the Allmerica Property & Casualty Companies,
Inc. 1995 Long Term Stock Incentive Plan (the "Plan"), and (ii) an
indeterminate number of shares of such Common Stock which may be issued or
become issuable under the Plan by reason of stock dividends, stock splits
or other recapitalizations executed hereafter.
I am General Counsel for the Company and I have acted as counsel for
the Company in connection with the adoption of the Plan and the
preparation and filing of the Registration Statement. I have examined the
Certificate of Incorporation and By-laws of the Company and all amendments
thereto and have examined and relied on such other documents, including
the Plan, as in my judgment were necessary or appropriate to enable me to
render the opinions expressed below. Based on the foregoing, I am of the
opinion that:
1. When issued and paid for in compliance with the terms of the
Plan, the 1,000,000 shares of Common Stock referred to above will be duly
and validly issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable
under the Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance
with the terms of the Plan and upon compliance with the applicable
provisions of law and of the Company's Certificate of Incorporation and By-
laws, both as amended to date, will be duly and validly issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion letter with and as a
part of the Registration Statement and of any amendments thereto. I
understand that this opinion is to be used only in connection with the
offer and sale of the Common Stock described above only while the
Registration Statement, as it may be amended from time to time as
contemplated by Section 10(a)(3) of the Securities Act, is effective under
the Securities Act.
Very truly yours,
/s/John F. Kelly
John F. Kelly
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1996, which appears
on page 30 of the 1995 Annual Report to Shareholders of Allmerica Property
& Casualty Companies, Inc., which is incorporated by reference in Allmerica
Property & Casualty Companies, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears
on page 25 of such Annual Report on Form 10-K.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
August 29, 1996
