<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 16, 1997
-------------
__________
ALLMERICA FINANCIAL CORPORATION
-----------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-13754 04-3263626
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D.
of Incorporation) Number)
__________
440 Lincoln Street, Worcester, Massachusetts 01653
-------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
(508) 855-1000
-------------------------------------------------
Registrant's Telephone Number, including area code
Page 1 of 6 pages
Exhibit Index on page 5
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events
On July 16, 1997, Allmerica Financial Corporation ("AFC") announced the
closing of the merger (the "Merger") of Allmerica Property & Casualty Companies,
Inc. ("Allmerica P&C") and a wholly-owned subsidiary of AFC. Through the
transaction, AFC acquired the approximately 24.2 million shares of Allmerica P&C
that it does not already own for approximately $426 million in cash and 9.7
million shares of AFC common stock.
As a result of the Merger, each outstanding share of Allmerica P&C Common
Stock, other than shares owned by AFC or its subsidiaries 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. Alternatively, Allmerica P&C
shareholders may elect to receive for each share of Allmerica P&C stock 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.
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 the merger consideration will be distributed as soon as practicable.
On July 15, 1997, the Certificate of Incorporation of Allmerica P&C was
amended and restated to authorize a Class B Common Stock of Allmerica P&C, $5.00
par value (the "Class B Common Stock"). Immediately prior to the consummation
of the Merger, each share of Allmerica P&C Common Stock owned by AFC and its
subsidiaries was exchanged for one share of Class B Common Stock (the
"Recapitalization").
A copy of the press release of AFC announcing the consummation of the Merger
is attached hereto as Exhibit 1.
-2-
<PAGE>
Item 7. Financial Statements and Exhibits
Exhibit 1 Press release of AFC dated July 16, 1997 announcing the
consummation of the Merger.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry III
-----------------------
Title: Vice President, Chief Financial
Officer and Treasurer
Date: July 16, 1997
-4-
<PAGE>
Exhibit Index Page
- ------------- ----
Exhibit 1 Press release of AFC dated July 16, 1997 announcing the
consummation of the Merger. 6
<PAGE>
Exhibit 1
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
