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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 19, 1997
______________________________________________________
(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).
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AMENDMENT NO. 10 TO
SCHEDULE 13D
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This Amendment No. 10 to Schedule 13D relating to the common stock, $1.00 par
value per share, (the "Common Stock") of Allmerica Property & Casualty
Companies, Inc. (the "Issuer") is filed to reflect the following information:
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended to include the following paragraph immediately after
the last paragraph:
On February 19, 1997, AFC, APY Acquisition, Inc., a wholly owned subsidiary of
AFC ("Merger Sub") and the Issuer entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which AFC will acquire all of the
outstanding shares of Common Stock that the Filing Persons do not currently own.
The Merger Agreement is incorporated herein by reference as Exhibit 19 hereto.
All descriptions and summaries of the Merger Agreement included in the Schedule
13D are qualified in their entirety by reference to the Merger Agreement.
Item 4. Purpose of the Transaction.
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Item 4 is hereby amended to include the following immediately following the
penultimate paragraph and immediately preceding the last paragraph:
On February 19, 1997, AFC, Merger Sub and the Issuer entered into the Merger
Agreement. The Merger Agreement is incorporated herein by reference as Exhibit
19 hereto and the description of the Merger Agreement contained herein is
qualified in its entirety by reference thereto. Pursuant to the terms of the
Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"),
resulting in the Issuer becoming a wholly owned subsidiary of AFC. Each
outstanding share of Common Stock other than shares owned by Filing Persons or
by persons who properly perfect their appraisal rights under the Delaware
General Corporation Law, will be converted into the right to receive, at the
election of the holder, one of the following (collectively, the "Merger
Consideration"):
(i) (x) 0.4 (the "Standard Exchange Ratio") of a share of the Common
Stock, $.01 par value of AFC ("AFC Common Stock") and (y) an amount in
cash, without interest, equal to $17.60 (the "Standard Cash
Consideration"); provided, however, that (1) in the event the average
closing price of AFC Common Stock for the ten consecutive trading days
ending on the fifth trading day prior to the effective date of
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the Merger (the "Average Stock Price") is less than $36.00, the
Standard Cash Consideration shall be equal to (A) $32.00 less (B) the
Standard Exchange Ratio multiplied by the Average Stock Price and (2) in
the event the Average Stock Price is greater than $41.00, the Standard
Cash Consideration shall be equal to (A) $34.00 less (B) the Standard
Exchange Ratio multiplied by the Average Stock Price (collectively, the
"Standard Consideration"); or
(ii) 0.85714 (the "Stock Exchange Ratio") of a share of AFC Common Stock (the
"Stock Consideration"); provided, however, that (1) in the event the
Average Stock Price is less than $36.00, the Stock Exchange Ratio
shall be equal to $32.00 divided by the Average Stock Price and (2) that
in the event the Average Stock Price is greater than $41.00, the
Stock Exchange Ratio shall be equal to $34.00 divided by the Average
Stock Price; or
(iii) cash, without interest, in an amount equal to $33.00 (the "Cash
Consideration"); provided, however, that (1) in the event the Average
Stock Price is less than $36.00, the Cash Consideration shall be
equal to $32.00 and (2) in the event the Average Stock Price is more than
$41.00, the Cash Consideration shall be equal to $34.00.
The maximum number of shares of AFC Common Stock to be issued in the Merger is
approximately 9.67 million shares. The form of payment of the Merger
Consideration will be prorated in the event the Cash Consideration or the Stock
Consideration is over subscribed. Immediately prior to the consummation of the
Merger, the Certificate of Incorporation of the Issuer will be amended to
authorize a Class B Common Stock of the Issuer, $5.00 par value (the "Class B
Common Stock"). Immediately prior to the consummation of the Merger, each share
of Common Stock owned by the Filing Persons will be exchanged for one share of
Class B Common Stock (the "Recapitalization").
AFC will cause SMA to execute, as a holder of 59.5% of the outstanding shares
of Common Stock, a written consent of shareholders (a) adopting the Merger
Agreement and approving the Merger and (b) approving the amendment to the
certificate of incorporation of the Company to authorize the issuance of the
Class B Common Stock pursuant to the Recapitalization.
The respective obligation of each party to the Merger Agreement to effect the
Merger is subject to the fulfillment of various conditions, including (i) that
all necessary approvals from insurance regulatory authorities and other
governmental authorities shall have been obtained, (ii) that the Form S-4 filed
to register the AFC Common Stock to be issued in connection with the Merger
shall have been declared effective by the Securities and Exchange Commission and
that such shares shall have been approved for listing on the New York Stock
Exchange (the "NYSE") and (iii) that the Recapitalization shall have been
completed. Additionally, (i) the obligation of the Issuer to effect the Merger
is subject to fulfillment of the conditions (a) that each of AFC and Merger Sub
shall have performed in all material respects its agreements contained in the
Merger Agreement and that the representations and warranties of each contained
therein shall have
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remained true and correct and (b) that the Issuer shall have received a fairness
opinion from Salomon Brothers Inc to the effect that the Merger Consideration is
fair, from a financial point of view, to the holders of Common Stock (other than
the Filing Persons) and such fairness opinion shall not have been withdrawn and
(ii) the obligation of AFC to effect the Merger is subject to fulfillment of the
conditions (a) that the Issuer shall have performed in all material respects its
agreements contained in the Merger Agreement and that the representations and
warranties of the Issuer contained therein shall have remained true and correct
and (b) that AFC shall have received a fairness opinion from Merrill Lynch,
Pierce, Fenner & Smith Incorporated to the effect that the Merger is fair to
AFC, from a financial point of view, and such fairness opinion shall not have
been withdrawn.
Consummation of the Merger would result in the Filing Persons, or their
affiliates, owning all or substantially all of the outstanding shares of Common
Stock of the Issuer and would have the effect of (i) delisting the Common Stock
of the Issuer from the NYSE, (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.
Upon the consummation of the Merger the directors of Merger Sub immediately
prior to the consummation of the Merger will be the directors of the Issuer and
the officers of the Issuer immediately prior to the Effective Time will be the
officers of the Issuer.
The Merger Agreement may be terminated and the Merger may be abandoned (i) by
the mutual consent of AFC, Merger Sub and, with the consent of the Special
Committee, the Issuer, at any time prior to the Effective Time, (ii) by action
of the Board of Directors of either AFC or, with the consent of the Special
Committee, the Issuer if (a) the Merger shall not have been consummated by
September 30, 1997, or (b) a United States federal or state court of competent
jurisdiction or United States federal or state governmental, regulatory or
administrative agency or commission shall have issued an order, decree or ruling
or taken any other action permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement and such order,
decree, ruling or other action shall have become final and nonappealable or (c)
insurance regulatory authorities shall have issued an order or ruling or taken
other action denying approval of the transactions contemplated by this
Agreement, and such order, ruling or other action shall have become final and
nonappealable, (iii) by action of the Board of Directors of the Issuer (with the
consent of the Special Committee) if, prior to the Effective Time, (a) the Board
of Directors of the Issuer determines in good faith, upon advice of counsel,
that notwithstanding a binding commitment to consummate the Merger pursuant to
the Merger Agreement entered into in the proper exercise of their fiduciary
duties, failure to terminate the Merger Agreement would likely be a breach of
such fiduciary duties by reason of an alternative proposal with respect to the
Issuer being made, (b) there has been a material breach of any of the covenants
or agreements set forth in the Merger Agreement on the part of AFC or (c) the
Board of Directors of the Purchaser shall have withdrawn or modified in a manner
materially adverse to the Company its approval or recommendation of the Merger
Agreement or the Merger, (iv) by the Special Committee on behalf of the Issuer
at any time prior to the Effective Time if the Special Committee withdraws or
materially modifies or changes its recommendation of the Merger
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Agreement or the Merger and the Special Committee determines in good faith, upon
advice of counsel, that notwithstanding a binding commitment to consummate the
Merger pursuant to the Merger Agreement entered into in the proper exercise of
their fiduciary duties, failure to terminate the Merger Agreement would likely
be a breach of such fiduciary duties by reason of an alternative proposal with
respect to the Issuer being made or (v) by action of the Board of Directors of
AFC, at any time prior to the Effective Time if (a) the Board of Directors of
the Issuer and the Special Committee shall have withdrawn or modified in a
manner materially adverse to AFC its approval or recommendation of the Merger
Agreement or the Merger, or (b) there has been a breach by the Issuer of any
representation or warranty contained in the Merger Agreement which would have or
would be reasonably likely to have a material adverse effect on the Issuer or
(c) there has been a material breach of any of the covenants or agreements set
forth in the Merger Agreement on the part of the Issuer.
The Merger Agreement has been approved by the Board of Directors of the
Issuer, based on the recommendation of the Special Committee that the
Merger Agreement be approved. In determining to recommend approval of the
Merger Agreement, the Special Committee based its determination, in part, on the
receipt of an opinion of Salomon Brothers Inc to the effect that the Merger
Consideration is fair, from a financial point of view, to the holders of Common
Stock (other than the Filing Persons). The Board of Directors of AFC has also
approved the Merger Agreement, basing its decision in part on its receipt of an
opinion of Merrill Lynch to the effect that the Merger Consideration is fair,
from a financial point of view, to AFC.
AFC's purposes for entering into the Merger Agreement are to (i) improve its
ability to utilize capital efficiently and flexibly, (ii) simplify its corporate
structure and improve market understanding, (iii) stabilize the statutory
capital position of FAFLIC, (iv) increase AFC's public market float and (v)
create liquidity for public shareholders of the Issuer at a fair price.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Item 6 is hereby amended by adding the following immediately after the first
paragraph:
Under the Merger Agreement AFC has agreed to cause SMA to execute, as a
holder of 59.5% of the outstanding shares of Common Stock, a written consent of
shareholders (a) adopting the Merger Agreement and approving the Merger and (b)
approving the amendment to the certificate of incorporation of the Company to
authorize the issuance of the Class B Common Stock pursuant to the
Recapitalization. No other shareholder approval is required.
Item 7. Material to Be Filed as Exhibits
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Item 7 is hereby amended by the addition of the following exhibits to the end
thereof:
Exhibit 19* Agreement and Plan of Merger dated February 19, 1997 among AFC,
the Issuer and Merger Sub.
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Exhibit 20* Joint press release dated February 19, 1997 of AFC and the Issuer
announcing the Merger Agreement.
*Incorporated by reference to Exhibits 1 and 2 to the Current Report on Form 8-K
of AFC (Commission File Number 1-13754) dated February 19, 1997.
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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 19, 1997
ALLMERICA FINANCIAL CORPORATION
By: /s/ John F. Kelly
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Title: Vice President
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By: /s/ John F. Kelly
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Title: Vice President
SMA FINANCIAL CORP.
By: /s/ John F. Kelly
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Title: Vice President
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