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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
01-975T105
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 3, 1997
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(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.
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 1 of 4 pages
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Schedule 13D
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Pursuant to this Amendment No. 9, Item 3 of Schedule 13D is amended
and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
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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
securities or bank financing. On February 3, 1997, AFC announced the sale of
$300 million of Capital Securities issued by AFC Capital Trust I (the "Trust"),
a newly created subsidiary business trust of AFC. Each Capital Security will pay
cumulative cash distributions at an annual rate of 8.207% of the stated $1,000
liquidation amount per security, payable semi-annually commencing August 15,
1997. After commissions and other associated costs, AFC will receive proceeds of
approximately $296.3 million.
The Trust exists for the sole purpose of issuing the Capital Securities and
investing the proceeds thereof in an equivalent amount of 8.207% Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") issued by AFC. The Junior Subordinated Debentures will mature on
February 3, 2027 (the "Stated Maturity Date").
So long as no event of default with respect to the Junior Subordinated
Debentures has occurred and is continuing, AFC has the right to defer payments
of interest on the Junior Subordinated Debentures at any time and from time to
time for a period not exceeding 10 consecutive semi-annual periods with respect
to each deferral period (each, an "Extension Period"), provided that no
Extension Period may extend beyond the Stated Maturity Date. Upon the
termination of any such Extension Period and the payment of all amounts then
due, AFC may elect to begin a new Extension Period, subject to certain
requirements. If and for so long as interest payments on the Junior Subordinated
Debentures are so deferred, distributions on the Capital Securities will also be
deferred and AFC will not be permitted, subject to certain exceptions, to
declare or pay any cash distributions with respect to AFC's capital stock (which
includes common and preferred stock) or to make any payment with respect to debt
securities of AFC that rank pari passu with or junior to the Junior Subordinated
Debentures. During an Extension Period, interest on the Junior Subordinated
Debentures will continue to accrue (and the amount of distributions to which
holders of the Trust Securities are entitled will continue to accumulate) at the
rate of 8.207% per annum, compounded semi-annually.
AFC will, through certain guarantees, the Junior Subordinated Debentures
the Indenture, and the Declaration of Trust, taken together, fully, irrevocably
and unconditionally guarantee all of the Trust's obligations under the Capital
Securities.
The Capital Securities will be subject to mandatory redemption, in whole
but not in part, (i) on the Stated Maturity Date upon repayment of the Junior
Subordinated Debentures at a redemption price equal to the principal amount of,
plus accrued and unpaid interest on, the Junior Subordinated Debentures (the
"Maturity Redemption Price") and (ii) at any time before the Stated Maturity
Date contemporaneously with the optional prepayment of the Junior Subordinated
Debentures.
The Junior Subordinated Debentures will be prepayable prior to the Stated
Maturity Date at the option of AFC in whole but not in part, if as a result of a
change in law the interest payable by AFC on the Junior Subordinated Debentures
is not tax deductible for Federal income tax purposes, or the Trust is deemed to
be an "investment company" under the Investment Company Act of 1940. Under
certain circumstances the prepayment of the Junior Subordinated Debentures is
subject to the payment of a premium over par. In addition, AFC has the right to
liquidate the Trust and distribute the Junior Subordinated Debentures to the
holders of the Capital Securities.
AFC and the Trust have agreed to file a registration statement relating to
an exchange offer pursuant to which another series of capital securities of the
Trust, guarantees and series of junior subordinated debentures of the Company
each covered by such registration statement and having the same terms as the
Capital Securities, the current guarantees and the Junior Subordinated
Debentures, respectively (the "Exchange Securities"), would be offered in
exchange for the Capital Securities, the current guarantees and the Junior
Subordinated Debentures, respectively (the "Exchange Offer"). Under certain
circumstances, in lieu of effecting the registration of the Exchange Securities,
AFC and the Trust will file a shelf registration statement registering the
resale of the Capital Securities, the guarantees and the Junior Subordinated
Debentures.
The Capital Securities were sold in a private placement to qualified
institutional buyers, and have not been registered under the Securities Act of
1993, as amended (the "Act"), and may not be offered or sold in the United
States absent of registration under, or an applicable exemption from the
registration requirements of the Act and applicable state securities laws. The
issue was managed by Merrill Lynch & Co., and Morgan Stanley & Co.
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.
Page 2 of 4 Pages
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Item 7. Material to Be Filed as Exhibits
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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.
Exhibit 13/#/ Amended and restated Declaration of Trust for AFC Capital
Trust I dated February 3, 1997.
Exhibit 14/#/ Indenture dated February 3, 1997 relating to the Junior
Subordinated Debentures.
Exhibit 15/#/ Series A Capital Securities Guarantee Agreement dated
February 3, 1997.
Exhibit 16/#/ Common Securities Guarantee Agreement dated
February 3, 1997.
Exhibit 17/#/ Registration Rights Agreement dated February 3, 1997.
Exhibit 18/#/ Purchase Agreement dated February 3, 1997 relating to the
Capital Securities.
____________________
/*/ Previously filed with the Commission
/#/ Incorporated by reference to the Current Report on Form 8-K of
Allmerica Financial Coporation dated February 3, 1997.
Page 3 of 4 Pages
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SIGNATURE
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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: February 3, 1997
ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry III
__________________________
Title: Vice President, Chief Financial
Officer and Treasurer
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By: /s/ Edward J. Parry III
__________________________
Title: Vice President, Chief Financial
Officer and Treasurer
SMA FINANCIAL CORP.
By: /s/ Edward J. Parry III
__________________________
Title: Vice President, Chief Financial
Officer and Treasurer
Page 4 of 4 Pages
