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Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLMERICA FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-3263626
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
440 Lincoln Street, Worcester, MA 01653
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(Address of Principal Executive Offices) (Zip Code)
ALLMERICA FINANCIAL CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
and
ALLMERICA FINANCIAL CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
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(Full titles of the plans)
John F. Kelly, Vice President and General Counsel
Allmerica Financial Corporation
440 Lincoln Street
Worcester, MA 01653
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(Name and address of agent for service)
(508) 855-2615
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) unit (2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 2,200,369 shares $34.19 (2) $75,230,616 $22,797.16 (2)
231,500 shares 27.50 6,366,250 1,929.17
68,131 shares 34.125 2,324,970 704.54
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Total 2,500,000 shares $83,921,836 $25,430.87
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(1) This Registration Statement covers 2,350,000 shares of Common Stock under
the Allmerica Financial Corporation Long-Term Stock Incentive Plan and
150,000 shares of Common Stock under the Allmerica Financial Corporation
1996 Non-Employee Director Stock Ownership Plan. In addition, this
Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may be issued under said Plans as a result of
stock splits, stock dividends or similar transactions in accordance with
the provisions of the Plans.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely
for purposes of calculating the registration fee and based upon the average
of the high and low prices reported on the New York Stock Exchange on April
3, 1997.
This document contains 10 pages. The exhibit index is located on page 8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Allmerica Financial Corporation ("Company") hereby incorporates by
reference in this Registration Statement 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 year ended
December 31, 1996 as filed with the Commission on March 24, 1997;
(b) The Company's current reports on Form 8-K dated February 3, 1997
and February 19, 1997 as filed with the Commission on February 5, 1997 and
February 20, 1997, respectively, which current reports on Form 8-K should be
read in conjunction with the financial statements included in the annual report
on Form 10-K referred to in paragraph (a) above;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") since December 31, 1996; and
(e) The description of the Company's common stock, $0.01 par value
per share, contained in the Company's Registration Statement on Form 8-A (No.
113754) filed with the Commission on September 19, 1995.
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 which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part thereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which 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, administrative 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 person 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 by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him 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
the court in which such action or suit was brought shall determine upon
application that, despite an 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.
Reference is also made to Section 102(b)(7) of the Delaware General
Corporation Law, as amended, which permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (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 which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (relating to the liability of a corporation's directors for
unlawful payment of dividends or unlawful stock purchase or redemption;
exoneration from liability; contribution among directors and subrogation), or
(iv) for any transaction from which the director
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derived an improper personal benefit.
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liabilities is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined. The
Company's Certificate of Incorporation further provides that the Company shall
indemnify its directors and officers to the full extent permitted by the law of
the State of Delaware.
The directors and officers of the Company are covered under directors' and
officers' liability insurance policies maintained by First Allmerica Financial
Life Insurance Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Allmerica Financial Corporation Long-Term Stock
Incentive Plan (filed with the Commission on April 5,
1996 as Exhibit A to the Company's definitive Proxy
---------
Statement dated March 29, 1996 and incorporated herein
by reference).
4.2 Allmerica Financial Corporation 1996 Non-Employee
Director Stock Ownership Plan (filed with the
Commission on April 5, 1996 as Exhibit B to the
---------
Company's definitive Proxy Statement dated March 29,
1996 and incorporated herein by reference).
5 Opinion of John F. Kelly, Vice President and General
Counsel
23.1 Consent of John F. Kelly, Vice President and General
Counsel (contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included on signature page in Part
II of the Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(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 of 1933;
(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
(notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act if,
in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this registration statement); and
(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 the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be
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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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 10th
day of April 1997.
ALLMERICA FINANCIAL CORPORATION
By: /s/ John F. O'Brien
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John F. O'Brien
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John F. O'Brien, Edward J. Parry, III and
John F. Kelly, and each of them singly, his or her true and lawful attorneys or
attorneys-in-fact and agents, each with full power of substitution and re-
substitution, for him or her in any and all capacities, to sign this
registration statement and any and all amendments (including post-effective
amendments) hereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any other regulatory authority or body, granting unto each 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 in connection with this registration
statement, as fully and to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof, and ratifying and confirming our signatures
as they may be signed by each attorney-in-fact and agent, or his substitutes, to
this Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/John F. O'Brien President, Chief Executive Officer April 10, 1997
- ------------------------ (Principal Executive Officer) and
John F. O'Brien Director
/s/Edward J. Parry III Vice President and April 10, 1997
- ------------------------ Chief Financial Officer
Edward J. Parry III (Principal Financial and Accounting
Officer)
/s/Michael P. Angelini Director April 10, 1997
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Michael P. Angelini
/s/David A. Barrett Director April 10, 1997
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David A. Barrett
/s/Gail L. Harrison Director April 10, 1997
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Gail L. Harrison
/s/Robert P. Henderson Director April 10, 1997
- ------------------------
Robert P. Henderson
/s/J. Terrence Murray Director April 10, 1997
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Terrence Murray
/s/Robert J. Murray Director April 10, 1997
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Robert J. Murray
/s/John L. Sprague Director April 10, 1997
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John L. Sprague
/s/Robert G. Stachler Director April 10, 1997
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Robert G. Stachler
/s/Herbert M. Varnum Director April 10, 1997
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Herbert M. Varnum
/s/Richard M. Wall Director April 10, 1997
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Richard M. Wall
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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4.1 Allmerica Financial Corporation Long-Term Stock Incentive Plan
(filed with the Commission on April 5, 1996 as Exhibit A in the
---------
Company's definitive Proxy Statement dated March 29, 1996 and
incorporated herein by reference)
4.2 Allmerica Financial Corporation 1996 Non-Employee Director
Stock Ownership Plan (filed with the Commission on April 5, 1996
as Exhibit B in the Company's definitive Proxy Statement dated
---------
March 29, 1996 and incorporated herein by reference)
5 Opinion of John F. Kelly, Vice President and General Counsel 9
23.1 Consent of John F. Kelly, Vice President and General Counsel
(contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP 10
24 Power of Attorney (included on signature page in Part II of the
Registration Statement)
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Exhibit 5
April 10, 1997
Securities and Exchange Commission
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) 2,350,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable from time to time pursuant to the
Allmerica Financial Corporation Long-Term Stock Incentive Plan, (ii) 150,000
shares of the Company's Common Stock issuable from time to time pursuant to the
Allmerica Financial Corporation 1996 Non-Employee Director Stock Ownership Plan
(collectively, 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 adoption of the Plans and the preparation and
filing of the Registration Statement. 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
2,500,000 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.
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
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Exhibit 23.2
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 Notes 1
and 2, which are as of February 19, 1997, which appears on page 50 of the 1996
Annual Report to Shareholders of Allmerica Financial Corporation, which is
incorporated by reference in Allmerica Financial Corporation's Annual Report on
Form 10-K 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 on page 51 of such Annual Report on Form 10-K.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
April 10, 1997
