UNITED STATES
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): June 16, 1997
ALLMERICA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13754 04-3263626
(State or other jurisdic- (Commission File (I.R.S. Employer
tion of Incorporation) Number) I.D. 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 5 pages
Exhibit Index on page 4
Item 5. Other Events.
On June 16, 1997, Allmerica Financial Corporation announced that its
merger with Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C")
is expected to close on or about July 16, 1997. Through the transaction,
Allmerica Financial will acquire the 40.5 percent of Allmerica P&C that it
does not already own. A copy of the press release is attached as Exhibit 1
and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
Exhibit 1 Press Release dated June 16, 1997, announcing Allmerica
Financial Corporation's expected closing date for the Allmerica Property &
Casualty Companies, Inc. merger.
page 2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLMERICA FINANCIAL
CORPORATION
By: /s/ John F. Kelly,
John F. Kelly
Vice President, General Counsel,
and Assistant Secretary
Date: June 18, 1997
page 3
Exhibit Index
Exhibit 1 Press Release dated June 16, 1997, announcing Allmerica
Financial Corporation's expected closing date for the Allmerica Property &
Casualty Companies, Inc. merger.
page 4
EXHIBIT 1
ALLMERICA FINANCIAL CORP. ANNOUNCES EXPECTED CLOSING DATE
FOR ALLMERICA PROPERTY & CASUALTY COMPANIES, INC. MERGER
WORCESTER, Mass., June 16, 1997 - Allmerica Financial
Corporation (NYSE: AFC) today announced that its merger with
Allmerica Property & Casualty Companies, Inc. (NYSE: APY) is
expected to close on or about July 16, 1997. Through the
transaction, Allmerica Financial will acquire the 40.5
percent of Allmerica P&C that it does not already own. An
information statement and notice in regard to the merger is
being mailed to Allmerica P&C shareholders of record as of
May 28, 1997.
Under the terms of the transaction, Allmerica P&C
shareholders will receive the right to exchange each share
of Allmerica P&C common stock for $17.60 in cash and 0.40
shares of Allmerica Financial common stock. However, if
prior to the closing date, Allmerica Financial's 10-day
average closing stock price for the period ending five
trading days prior to closing falls below $36.00 per share
or exceeds $41.00 per share, the cash component of the
merger consideration will be adjusted so that the value
received by Allmerica P&C shareholders in the exchange is
not less than $32.00 per share and not more than $34.00 per
share. In addition, in lieu of receiving the specified
combination of cash and stock, Allmerica P&C shareholders
may elect to receive consideration either entirely in cash
or the common shares of Allmerica Financial, which amounts
are also subject to adjustment and will be limited by the
aggregate amounts of Allmerica Financial common stock and
cash issuable in the merger. An aggregate of approximately
9.67 million shares of Allmerica Financial common stock will
be issued to Allmerica P&C shareholders in the transaction.
Allmerica P&C shareholders will be sent merger consideration
election materials following the closing of the transaction.
The election deadline is expected to be on or about August
13, 1997.
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
Allmerica P&C.
Allmerica P&C is among the top 30 property and casualty
insurers in the United States, based on net written
premiums. Allmerica P&C is regionally focused in the
Northeast and Michigan, and operates through two primary
subsidiaries, The Hanover Insurance Company and Citizens
Corporation (NYSE: CZC).
CONTACTS: Investors: Jean Peters Media: Michael Buckley
(508) 855-3599 (508) 855-3099
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