<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1997
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
ALLMERICA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3263626
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
----------------------
440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------
Allmerica Property & Casualty Companies, Inc. 1995 Long-Term Stock
Incentive Plan
Allmerica Financial Corporation Long-Term Stock Incentive Plan
(Full title of each plan)
-------------------------
JOHN F. KELLY, ESQ.
440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000
(Name and address, including zip
code, and telephone number, including area
code, of agent for service of process for
registrant)
-------------------------
With copies to:
LAUREN I. NORTON, ESQ.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 59,829 shares $ 24.50 $ 1,465,811 $ 444.19
par value $0.01 68,572 shares 29.75 2,040,017 618.19
2,572 shares 31.06 79,886 24.21
2,500,000 shares 40.59 (2) 101,475,000 (2) $30,750.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total 2,630,973 shares $ 39.93 (3) $105,060,714 (3) $31,836.59
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</TABLE>
(1) This Registration Statement covers (i) 130,973 shares of Common Stock
issuable upon exercise of options granted under the Allmerica Property &
Casualty Companies, Inc. 1995 Long-Term Stock Incentive Plan and assumed by
Allmerica Financial Corporation pursuant to a merger and (ii) 2,500,000
shares of Common Stock issuable pursuant to the Allmerica Financial
Corporation Long-Term Stock Incentive Plan. In addition, this Registration
Statement covers an indeterminate number of additional shares of Common
Stock which may be issued under such plans as a result of stock splits,
stock dividends or similar transactions in accordance with the provisions of
such plans.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely
for purposes of calculating the registration fee and based on the average of
the high and low prices of the Common Stock reported on the New York Stock
Exchange on July 10, 1997.
(3) Based on the weighted average of the proposed maximum offering prices per
share listed above.
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Exhibit Index on page 9
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of this Form
S-8 and the statement of availability of information of Allmerica Financial
Corporation (the "Company" or the "Registrant"), and other information required
by Item 2 of this Form will be sent or given to employees as specified by Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The Company shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy of any
or all of the documents included in such file.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Allmerica Financial Corporation (the "Company") hereby incorporates
by reference 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 fiscal year
ended December 31, 1996;
(b) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(d) The description of the common stock of the Company
contained in the Company's Registration Statement on Form
S-1 (File No. 33-91766) which the Commission declared
effective on October 10, 1995, and any amendment or report
filed for the purpose of updating any such description;
(e) The Company's Current Reports on Form 8-K dated
February 5, 1997, February 19, 1997, April 15, 1997, June 16,
1997 and July 16, 1997;
(f) The Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1996; and
(g) All other reports filed by the Registrant with the
Securities and Exchange Commission pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") since the end of the fiscal year
covered by the Registrant's Annual Report referred to
above.
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 to this registration statement that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not required.
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. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (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 or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment
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<PAGE>
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit. The
Certificate of Incorporation and By-Laws of the Company contain provisions
eliminating the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.
Section 145 of the DGCL 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 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 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 such person serving in any such capacity 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, against expenses actually and reasonably incurred 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 such other court in which such action or suit was brought
shall determine upon application that, despite the 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. The Certificate of Incorporation of the
Company provides for indemnification of each of the Company's directors,
officers and employees to the full extent permitted by the DGCL.
The Registrant and its subsidiaries and affiliates maintain various
directors' and officers' insurance policies.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1. Allmerica Property & Casualty Companies, Inc. 1995 Long-Term
Stock Incentive Plan (filed as Exhibit A to the definitive Proxy
Statement of Allmerica Property & Casualty Companies, Inc. (File
No. 0-20668) dated March 30, 1995 and incorporated herein by
reference).
4.2. Allmerica Financial Corporation Long-Term Stock Incentive Plan
(filed as Exhibit A to the definitive Proxy Statement of the
Registrant dated March 31, 1997 and incorporated herein by
reference).
4.3 Certificate of Incorporation of the Company.*
4.4 By-Laws of the Company.*
4.5 Specimen Certificate of Common Stock.*
5. Opinion of John F. Kelly, Vice President and General Counsel.
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<PAGE>
23.1. Consent of Price Waterhouse LLP.
23.2. Consent of John F. Kelly, Vice President and General Counsel
(contained in the opinion filed as Exhibit 5 to this
registration statement).
24. Power of Attorney (included in Part II of this registration
statement under the caption "Signatures").
- -------------------
*Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (No. 33-91766) originally filed with the Commission on May 1, 1995.
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;
(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;
(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 this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification
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<PAGE>
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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 16th day of July, 1997.
ALLMERICA FINANCIAL CORPORATION
By /s/ John F. O'Brien
------------------------------
Name: John F. O'Brien
Title: Chief Executive
Officer, President
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 1997.
KNOW ALL MEN BY THESE PRESENTS that each officer and director of
Allmerica Financial Corporation whose signature appears below constitutes and
appoints John F. O'Brien, John F. Kelly and Edward J. Parry III and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him or her and in his or her name, place and
stead, in any and all capacities, to execute any and all amendments, or any
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ John F. O'Brien Chief Executive Officer, President and Director
- ------------------------------------ (Principal Executive Officer)
John F. O'Brien
/s/ Edward J. Parry
- ------------------------------------ Chief Financial Officer (Principal Financial
Edward J. Parry and Accounting Officer)
/s/ Michael P. Angelini Director
- ------------------------------------
Michael P. Angelini
/s/ David A. Barrett Director
- -------------------------------------
David A. Barrett
/s/ Gail L. Harrison Director
- -------------------------------------
Gail L. Harrison
/s/ Robert P. Henderson Director
- -------------------------------------
Robert P. Henderson
</TABLE>
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<PAGE>
/s/ J. Terrence Murray Director
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J. Terrence Murray
/s/ Robert J. Murray Director
- --------------------------------------------
Robert J. Murray
/s/ John L. Sprague Director
- --------------------------------------------
John L. Sprague
/s/ Robert G. Stachler Director
- --------------------------------------------
Robert G. Stachler
/s/ Herbert M. Varnum Director
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Herbert M. Varnum
/s/ Richard M. Wall Director
- --------------------------------------------
Richard M. Wall
-8-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Title of Exhibit Number
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<S> <C> <C>
4.1. Allmerica Property & Casualty Companies, Inc. 1995 Long-Term Stock Incentive Plan (filed as
Exhibit A to the definitive Proxy Statement of Allmerica Property & Casualty Companies,
Inc. (File No. 0-20668) dated March 30, 1995 and incorporated herein by reference).
4.2. Allmerica Financial Corporation Long-Term Stock Incentive Plan (filed as Exhibit A to the
definitive Proxy Statement of the Company dated March
31, 1997 and incorporated herein by reference).
4.3 Certificate of Incorporation of the Company.*
4.4 By-Laws of the Company.*
4.5 Specimen Certificate of Common Stock.*
5. Opinion of John F. Kelly, Vice President and General Counsel.
23.1. Consent of Price Waterhouse LLP.
23.2. Consent of John F. Kelly, Vice President and General Counsel (contained in the opinion
filed as Exhibit 5 to this registration statement).
24. Power of Attorney (included in Part II of this registration statement under the caption
"Signatures").
</TABLE>
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*Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (No. 33-91766) originally filed with the Commission on May 1, 1995.
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<PAGE>
Exhibit 5
---------
July 16, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allmerica Financial Corporation -- 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 Financial Corporation (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) 130,973 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable from time to time upon exercise of
options granted under the Allmerica Property & Casualty Companies, Inc. 1995
Long-Term Incentive Plan (the "APY Plan") and assumed by the Company, (ii)
2,500,000 shares of the Company's Common Stock issuable from time to time
pursuant to the Allmerica Financial Corporation Long-Term Stock Incentive Plan
(together with the APY Plan, the "Plans"), and (iii) an indeterminate number of
shares of such Common Stock which may be issued or become issuable under the
Plans 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 Plans. 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 Plans, 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
Plans, the 2,630,973 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 Plans by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plans 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.
<PAGE>
Securities and Exchange Commission -11- July 16, 1997
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
<PAGE>
Exhibit 23.1
------------
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 3, 1997, except
as to Note 1, which is as of February 19, 1997, and Note 2, which is as of April
14, 1997 which appears in Allmerica Financial Corporation's Annual Report on
Form 10-K/A for the year ended December 31, 1996. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears in such Annual Report on Form 10-K/A.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
July 16, 1997
