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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
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)
July 16, 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).
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AMENDMENT NO. 12 TO
SCHEDULE 13D
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This Amendment No. 12 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 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 July 16, 1997, Allmerica Financial Corporation ("AFC") announced the
closing of the merger (the "Merger") of APY Acquisition, Inc., a wholly owned
subsidiary of AFC ("Merger Sub"), with and into the Issuer. The Issuer was the
surviving corporation in the Merger and as a result of the Merger the Issuer is
a wholly owned subsidiary of AFC and its affiliates. In the Merger, each
outstanding share of the Issuer's Common Stock, other than shares owned by the
Filing Persons or by persons who properly perfect their appraisal rights under
the Delaware General Corporation Law, have been converted into the right to
receive $17.60 in cash, without interest, and 0.40 shares of AFC common stock
(the "Merger Consideration"). Alternatively, holders of such shares of the
Issuer's Common Stock may elect to receive for each such share either $33.00 in
cash, without interest, or 0.85714 shares of AFC common stock. The aggregate
amounts of cash and stock issuable in the Merger is limited and the elections of
the form of Merger Consideration are subject to proration in the event the cash
or stock election is oversubscribed. In addition, in the Merger, the 24,185,806
shares of capital stock of Merger Sub held by AFC were converted into a like
number of shares of Common Stock of the Issuer.
On July 15, 1997, the Certificate of Incorporation of the Issuer was amended
and restated to authorize a Class B Common Stock of the Issuer, $5.00 par value
("Class B Common Stock"). Immediately prior to the consummation of the Merger,
each share of the Issuer's Common Stock then owned by the Filing Persons was
exchanged for one share of the Issuer's Class B Common Stock (the
"Recapitalization").
As a result of the Merger and the Recapitalization, the Filing Persons own all
of the issued and outstanding shares of capital stock of the Issuer, including
all issued and outstanding shares of Common Stock.
Upon the consummation of the Merger, the directors of Merger Sub
became the directors of the Issuer and the officers of the Issuer continued as
the officers of the Issuer.
As a result of the consummation of the Merger (i) the trading of the Common
Stock on the New York Stock Exchange was suspended, (ii) it is expected that the
Common Stock will be delisted from the New York Stock Exchange, (iii) the Common
Stock is eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Act of 1934, as
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amended, (iv) the Filing Persons may change the capitalization and dividend
policy of the Issuer, and (v) the Filing Persons may elect all of the directors
of the Issuer and otherwise control the management of the Issuer.
Item 5. Interest in Securities of the Issuer
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Item 5 is hereby amended and restated in its entirety to read as follows:
(a)-(b) As a result of the Recapitalization and the Merger, the Filing Persons
and their affiliates own 35,472,600 shares of the Issuer's Class B Common Stock
and 25,185,806 shares of the Issuer's Common Stock, which constitutes all of the
issued and outstanding capital stock of the Issuer. AFC has the sole power to
vote and dispose of the shares of the Issuer's Common Stock and 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 the shares of Class B
Common Stock of the Issuer.
All of the shares of Common Stock of the Issuer held by the directors and
executive officers of the Filing Persons were converted in the Merger into the
right to receive the Merger Consideration.
(c) Except as set forth on Schedule A and as set forth above, 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) AFC has the right to receive the dividends paid on, and the proceeds of
sales of, the shares of Common Stock of the Issuer owned by AFC.
Item 7. Material to Be Filed as Exhibits
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Item 7 is hereby amended by the addition of the following exhibit to the end
thereof:
Exhibit 23 Press release of Allmerica Financial Corporation dated July 16,
1997 announcing consummation of the Merger.
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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: July 16, 1997
ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry III
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Title: Vice President, Chief Financial Officer
and Treasurer
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By: /s/ Edward J. Parry III
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Title: Vice President
SMA FINANCIAL CORP.
By: /s/ Edward J. Parry III
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Title: Vice President
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Exhibit Index Page
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Exhibit 23 Press release of AFC dated July 16, 1997 announcing the
consumation of the Merger. 6
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Exhibit 23
ALLMERICA FINANCIAL CLOSES ALLMERICA P&C MERGER
WORCESTER, Mass., July 16, 1997 - Allmerica Financial Corporation (NYSE: AFC)
today announced the closing of the merger with Allmerica Property & Casualty
Companies, Inc. Through the transaction, Allmerica Financial acquired 24.2
million shares of Allmerica P&C for approximately $426 million in cash and 9.7
million shares of Allmerica Financial common stock.
"Allmerica P&C's operations are a critical component of our business, as we help
our clients meet their insurance protection and financial security needs," said
John F. O'Brien, Allmerica Financial president and chief executive officer.
"Allmerica Financial is now better positioned to effectively allocate capital
among its companies and to enhance shareholder value."
As a result of the merger, Allmerica P&C shares have been converted into the
right to receive $17.60 in cash and 0.40 shares of Allmerica Financial common
stock. Alternatively, Allmerica P&C shareholders may elect to receive for each
share of Allmerica P&C stock either $33.00 in cash or 0.85714 shares of
Allmerica Financial common stock. The aggregate amounts of cash and stock
issuable is limited, and the elections of the form of merger consideration is
subject to proration in the event the cash or stock election is over-subscribed.
Merger consideration election forms will be mailed to Allmerica P&C shareholders
within the next few days. The election deadline is August 13, after which merger
consideration will be distributed as soon as practicable.
Allmerica Financial Corporation, headquartered in Worcester, Mass., is the
holding company for a diversified group of insurance and financial services
companies. Allmerica Financial markets insurance and retirement savings
products, as well as group benefit programs, to individual and institutional
clients. Allmerica Financial offers property and casualty insurance products and
services through The Hanover Insurance Company and Citizens Insurance Company of
America.
Its property and casualty operation ranks among the top 30 property and casualty
insurers in the United States on the basis of net written premiums, and is
regionally focused in the Northeast and the Midwest.
7/97
CONTACTS: Investors: Jean Peters Media: Michael F Buckley
(508) 855-3599 (508) 855-3099
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