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): July 9, 1997
ALLMERICA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13754 04-3263626
(State or other (Commission File (I.R.S. Employer I.D.
jurisdic- Number) Number)
tion of Incorporation)
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 July 9, 1997, Allmerica Financial Corporation announced that the
average closing price of its common stock was calculated at $40.125 per share
for the 10-day trading period used to determine consideration for its pending
merger with Allmerica Property & Casualty Companies, Inc. Based on this
average closing price, the total value of the merger transaction is
approximately $814 million in cash and Allmerica Financial common stock. 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 July 9, 1997, announcing Allmerica
Financial Corporation's 10-day average stock price of
$40.125.
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/ Edward J. Parry III ,
Edward J. Parry III
Vice President, Chief Financial
Officer, and Treasurer
Date: July 11, 1997
page 3
Exhibit Index
Exhibit 1 Press Release dated July 9, 1997, announcing Allmerica
Financial Corporation's 10-day average stock price of
$40.125.
page 4
EXHIBIT 1
ALLMERICA FINANCIAL ANNOUNCES
10-DAY AVERAGE STOCK PRICE OF $ 40.125
WORCESTER, Mass., July 9, 1997 - Allmerica Financial Corporation (NYSE: AFC)
today announced that the average closing price of its common stock was
calculated at $40.125 per share for the 10-day trading period used to determine
consideration for its pending merger with Allmerica Property & Casualty
Companies, Inc. (NYSE: APY). Based on the average closing price, which was
calculated for the 10 trading days from June 25 through July 9, 1997 in
anticipation of the scheduled July 16 closing, total value of the transaction
is approximately $814 million in cash and Allmerica Financial common stock.
Following completion of the merger, Allmerica P&C shareholders will receive the
right to exchange each share of Allmerica P&C common stock for a standard
election of $17.60 in cash and 0.40 shares of Allmerica Financial common stock.
Alternatively, Allmerica P&C shareholders may elect to receive $33.00 in cash
or 0.85714 shares of Allmerica Financial common stock, subject to proration of
the aggregate amounts of cash and common stock available for the transaction.
Approximately 9.67 million shares of Allmerica Financial common stock, with an
aggregate value of $388 million based on the average closing price, and $426
million in total cash will be payable to Allmerica P&C shareholders in the
transaction.
Election materials will be mailed promptly following the closing of the merger.
The election deadline is expected to be August 13, after which merger
consideration will be distributed as soon as practicable.
After the merger closes, the shares of Allmerica Financial common stock to be
issued in the transaction are expected to be available to trade on a "when
issued" basis on the New York Stock Exchange.
Allmerica Financial, 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 Corporation (NYSE: CZC). 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 Michigan.
AF-30
7/97
CONTACTS: Investors: Jean Peters Media: Michael F. Buckley
(508) 855-3599 (508) 855-3099
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