ALLMERICA FINANCIAL CORP
8-K, 1999-02-05
FIRE, MARINE & CASUALTY INSURANCE
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                                 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): February 5, 1999


                          ALLMERICA FINANCIAL CORPORATION           
              (Exact name of Registrant as specified in its charter)



Delaware                          1-137540                   4-3263626
(State or other            (Commission File Number)     (I.R.S. Employer
jurisdiction of                  04-3263626                I.D.Number)
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 10 pages
                      Exhibit Index on page 4
Page 1
<PAGE>

Item 5.  Other Events.

On February 4, 1999, Allmerica Financial Corporation announced its 
financial results for the fourth quarter and full-year 1998 and 
expectation of a $44.5 million charge in the first quarter of 1999 
due to severe winter storms and adverse weather.  A copy of the press 
release is attached as Exhibit 99 and is incorporated by reference 
herein.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE `SAFE HARBOR' PROVISIONS 
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-Looking Statements

The Company wishes to caution readers that the following important 
factors, among others, in some cases have affected and in the future 
could affect, the Company's actual results and could cause the Company's
actual results for 1997 and beyond to differ materially from those 
expressed in any forward-looking statements made by, or on behalf of, 
the Company.  When used in the attached press release, words such as
 "believes", "anticipated", "expects" and similar expressions are 
intended to identify forward looking statements.  See "Important 
Factors Regarding Forward-Looking Statements" filed as Exhibit 99-2 
to the Company's Annual Report on Form 10-K for the period ended 
December 31, 1997.

Factors that may cause actual results to differ materially from those 
contemplated or projected, forecast, estimated or budgeted in such 
forward looking statements include among others, the following 
possibilities: (i) adverse catastrophe experience and severe weather; 
(ii) adverse loss development for events the Company insured in prior 
years or adverse trends in mortality and morbidity; (iii) heightened
competition, including the intensification of price competition, the 
entry of new competitors, and the introduction of new products by new 
and existing competitors; (iv) adverse state and federal legislation or
regulation, including decreases in rates, limitations on premium levels,
increases in minimum capital and reserve requirements, benefit mandates,
limitations on the ability to manage care and utilization, and tax 
treatment of insurance and annuity products; (v) changes in interest 
rates causing a reduction of investment income or in the market value 
of interest rate sensitive investments; (vi) failure to obtain new 
customers, retain existing customers or reductions in policies in force 
by existing customers; (vii) higher service, administrative, or general
expense due to the need for additional advertising, marketing, 
administrative or management information systems expenditures; (viii) 
loss or retirement of key executives; (ix) increases in medical costs,
including increases in utilization, costs of medical services,
pharmaceuticals, durable medical equipment and other covered items; (x)
termination of provider contracts or renegotiations at less 
cost-effective rates or terms of payment; (xi) changes in the 
Company's liquidity due to changes in asset and liability matching; 
(xii) restrictions on insurance underwriting, based on genetic testing 
and other criteria; (xiii) adverse changes in the ratings obtained 
from independent rating agencies, such as Moody's, Standard and Poor's, 
A.M. Best, and Duff & Phelps; (xiv) lower appreciation on and decline 
in value of managed investments, resulting in reduced variable 
products, assets and related fees; (xv) possible claims relating to 
sales practices for insurance products; and (xvi) uncertainty related 
to the Year 2000 issue.



Item 7.  Financial Statements and Exhibits.

Exhibit 99   Press Release dated February 4, 1999, announcing  
             Allmerica Financial Corporation fourth quarter and 
             full-year 1998 financial results and expectation of a $44.5
             million charge in the first quarter of 1999 due to 
             severe winter storms and adverse weather.
Page 2
<PAGE>
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:  February 5, 1999

Page 3
<PAGE>





Exhibit Index

Exhibit 99  Press Release dated February 4, 1999, announcing Allmerica 
            Financial Corporation fourth quarter and full-year 1998 
            Financial results and expectation of a $44.5 million charge 
            in the first quarter of 1999 due to severe winter storms and
            adverse weather. 

Page 4
<PAGE>




































                                EXHIBIT 99





ALLMERICA FINANCIAL CORPORATION REPORTS
$3.60 OPERATING EARNINGS PER SHARE FOR 1998

WORCESTER, Mass., February 4, 1999 - Allmerica Financial Corporation 
(NYSE:AFC) today reported record operating earnings for the fourth
quarter and full-year 1998.

Fourth quarter highlights:

Net operating income increased to $67.6 million, or $1.13 per share, 
from $55.7 million, or $0.93 per share in 1997.  Net operating income 
excludes net realized investment gains and losses and other 
non-recurring gains and charges, net of taxes.

Asset Accumulation pre-tax operating earnings were $49.5 million, up 25
percent from $39.6 million for the same period in 1997.

Variable annuity sales increased to $707.3 million, from $670.0 million 
in the same quarter of 1997.

Risk Management pre-tax operating earnings were $54.2 million, down from 
the $62.0 million reported in the fourth quarter of 1997.  This decline 
is principally due to lower operating results in Corporate Risk 
Management Services (CRMS).  CRMS had pre-tax operating earnings of 
$0.8 million, versus $8.1 million in the fourth quarter of 1997, due 
to a higher claims ratio and increased operating expenses.

Net income was $65.9 million, or $1.10 per share, compared to $94.9 
million, or $1.58 per share in 1997.  Fourth quarter 1998 net income 
includes a charge of $8.4 million, net of taxes, for certain 
restructuring expenses. This charge relates to actions taken in the 
Risk Management business to exit CRMS' administrative services only 
business, close certain sales offices and take additional expense 
reductions in the home office.  Further, property and casualty 
operations consolidated field support activities from fourteen 
regional branches into three hub locations.   The 1997 quarter includes 
a gain of $30.5 million, net of taxes, related to the reinsurance of 
the mortality risk for universal life and variable universal life blocks 
of business, and a $2.0 million charge net of taxes, for other 
restructuring and non-operating items.

Page 5
<PAGE>


Full-year highlights:

Net operating income increased to $216.9 million in 1998, or $3.60 per
share, up from $181.0 million, or $3.30 per share in 1997. 

Asset Accumulation pre-tax operating income was $190.4 million, a 24 
percent increase from $153.0 million in 1997.

Variable annuity sales increased 32 percent to $3.2 billion, up from 
$2.4 billion in 1997.

Risk Management pre-tax operating income for the year was $159.0 
million, down from $199.9 million for the full year 1997.  This 
decrease is principally the result of catastrophe losses which 
increased by $63.8 million on a year-to-year basis, and a decrease 
of $19.4 million in operating results from the CRMS unit, offset by 
reductions in expenses.

1998 net income was $201.2 million, or $3.33 per share, a decrease from 
$209.2 million, or $3.82 per share in 1997.  Basic net income per share 
was $3.36 and $3.83, respectively, for the years ended December 31, 
1998 and 1997.

Full-year 1998 net income includes the following non-operating items:

A gain of $29.9 million for net realized gains on investments, net of 
taxes, minority interest and amortization

A charge of $20.2 million for sales practice litigation expense, net of
taxes

A charge of $16.4 million from exiting reinsurance pools, net of taxes

Restructuring charges of $8.4 million, net of taxes and minority interest

Other non-operating items totaling $0.6 million, net of taxes

Full year 1997 net income includes the following non-operating items:

A gain of $37.5 million for net realized gains on investments, net of 
taxes, minority interest and amortization

A loss of $35.0 million from cession of disability income business, net 
of taxes

A gain of $30.5 million from a change in mortality assumptions, net of 
taxes

Restructuring charges and other non-operating items totaling $4.8 
million, net of taxes and minority interest

     "Our fourth year of record operating earnings illustrate that our 
basic strategies are sound," said John F. O'Brien, president and chief
executive officer of Allmerica Financial Corporation.  "Excessive 
weather-related catastrophe losses were the principal cause of our 
lower earnings in the Risk Management segment.  However, we made 
solid progress in our Asset Accumulation business which reported 
another year of record growth and profits."

Page 6
<PAGE>

Segment Results

Allmerica Financial operates in two primary businesses: Asset 
Accumulation and Risk Management.  Asset Accumulation markets 
insurance and retirement savings products and services to individual 
and institutional clients.  Risk Management markets property and 
casualty insurance products on a regional basis through The Hanover 
Insurance Company and Citizens Insurance Company of America.  Risk 
Management also markets group life and health benefit solutions.

Asset Accumulation

Fourth quarter pre-tax operating earnings for the Asset Accumulation 
business increased to $49.5 million from $39.6 million in 1997.  
Full-year Asset Accumulation pre-tax operating earnings increased 
24 percent, to $190.4 million, compared to $153.0 million in 1997.

Allmerica Financial Services' pre-tax operating earnings increased to 
$42.8 million in the quarter, up from $35.0 million in the fourth 
quarter of 1997.  Full-year pre-tax operating earnings were $166.7 
million in 1998, up 24 percent from $134.6 million in 1997.

Allmerica Asset Management's fourth quarter pre-tax operating earnings 
were $6.7 million, a 46 percent increase, from $4.6 million in the same 
period in the prior year.  Full-year pre-tax operating earnings in 1998 
grew to $23.7 million, from $18.4 million in 1997.

Asset Accumulation highlights:

Variable annuity sales reached a record $3.2 billion in 1998, up from 
$2.4 billion in 1997. 

Variable life insurance sales were up 16 percent, to $21.4 million in 
the quarter, and increased 11 percent, to $74.8 million for the 
full-year 1998.

Variable product fees of $56.1 million were up nearly 32 percent over 
the 1997 fourth quarter, and up 40 percent for the year to $201.7 
million. Increased fees are related to variable product asset growth 
resulting from strong sales and stock market appreciation.

Variable product assets grew to $13.7 billion at December 31, 1998, 
up 40 percent from $9.8 billion at year-end 1997.

Allmerica Asset Management's funding agreement sales for the year were 
$1.1 billion.

Page 7
<PAGE>

Risk Management

Risk Management pre-tax operating earnings were $54.2 million, compared 
to $62.0 million for the fourth quarter of 1997.  Pre-tax catastrophe 
losses were $7.9 million in the quarter, up from $0.6 million in 1997.  
Full-year Risk Management pre-tax operating earnings were $159.0 
million in 1998, compared to $199.9 million in 1997, reflecting full 
year over year increased catastrophe losses of $63.8 million, and a 
decrease in CRMS profits of $19.4 million.

Property and casualty pre-tax operating earnings were $53.4 million 
in the fourth quarter of 1998, compared to $53.9 million in 1997.  
Full-year property and casualty pre-tax operating earnings were 
$151.4 million in 1998, down from $172.9 million in 1997.

Risk Management highlights:

Net written premiums were $455.1 million and $483.9 million for the 
fourth quarters of 1998 and 1997, respectively.  Full year net written 
premiums were $2.0 billion in both 1998 and 1997.  Net written 
premiums, adjusted for exit states and the discontinuance of Allmerica 
Re increased by approximately 4.6% on a year-over-year basis.
Net premiums earned were $489.8 million in the quarter, bringing 
full-year 1998 earned premium to $2.0 billion.

Policy acquisition and other underwriting expenses in the quarter 
decreased $15.1 million from the prior year due primarily to lower 
technology and employee-related costs.  The statutory expense ratio 
improved by 1.1 points to 28.9 percent in the quarter, down from 
30.0 percent in the same period in 1997.  The full-year statutory 
expense ratio was 28.5 percent in 1998, compared to 30.0 percent in 
1997.

Corporate

Corporate segment net expenses were $15.3 million in the fourth 
quarter of 1998, compared to $17.2 million in 1997.  Full-year 
corporate net expenses were $50.9 million and $48.0 million in 
1998 and 1997, respectively.

Investment Results

Net investment income, including the Closed Block, was $175.1 million 
for the fourth quarter of 1998, compared to $168.5 million in the same 
period in 1997. This increase was due to higher average invested assets 
and lower investment expenses, partially offset by lower portfolio 
yields.  Full-year 1998 net investment income, including the Closed 
Block, was $677.5 million, compared to $706.8 million in 1997.  This 
decline is due to a shift from the general account to separate 
account business and the disposal of Allmerica's individual disability 
income business.

Fourth quarter net realized investment gains were $10.4 million, 
compared to $19.5 million in 1997.  Full-year 1998 net realized 
investment gains were $60.9 million, down from $76.2 million in 1997.
During 1998, realized gains related principally to the sale of 
appreciated equities in the property and casualty investment portfolio, 
gains on fixed maturities in the Asset Management investment portfolio, 
and the sale of real estate properties. 

Page 8
<PAGE>



Balance Sheet

Shareholders' equity was $2.5 billion, or $41.95 per share at 
December 31, 1998, compared to $2.4 billion, or $39.71 per share 
at December 31, 1997.  Excluding the impact of SFAS No. 115, book 
value was $38.87 per share at the close of the fourth quarter, 
compared to $36.08 per share at December 31, 1997. 

Total assets were $27.6 billion at December 31, 1998, up from $22.5 
billion at year-end 1997.  Separate account assets increased to $13.7 
billion at December 31, 1998, up from $9.8 billion at December 31, 
1997.

Additional Items 

As a result of several winter snow storms and adverse weather that 
struck the Midwest, Northeast, and the South, Allmerica Financial 
sustained pre-tax catastrophe losses estimated at $44.5 million in 
January, 1999.

As of February 4, 1999 Allmerica Financial had repurchased 2,522,700 
shares of its common stock for an aggregate cost of approximately 
$137.7 million.

At December 31, 1998 Allmerica Financial had common equity securities 
carried at $397.1 million.  In January, 1999 the Company sold 
approximately $340 million at a gain, after taxes, of approximately 
$88.5 million.

Interim information is unaudited.

Allmerica Financial Corporation is the holding company for a diversified
group of insurance and financial services companies headquartered in
Worcester, Mass.


CONTACTS:              Investors               Media
                       Henry P. St. Cyr        Michael F. Buckley 
                       (508) 855-2959          (508) 855-3099


Page 9
<PAGE>

<TABLE>
<CAPTION>

ALLMERICA FINANCIAL CORPORATION
(In millions, except per share data)

                                 Quarter ended          Year ended
                                  December 31           December 31
                                 1998     1997         1998     1997
<S>                              <C>      <C>          <C>      <C>
Net income                       $65.9    $94.9        $201.2   $209.2
Net income per share             $1.10    $1.58        $3.33    $3.82
Weighted average shares           59.9     60.2         60.3     54.8

</TABLE>

The following is a reconciliation from net operating income to net 
income per share:

<TABLE>
<CAPTION>

PER SHARE DATA (DILUTED) <F2>
                                 Quarter ended          Year ended
                                  December 31           December 31
                                 1998     1997         1998     1997
<S>                              <C>      <C>          <C>      <C>
Net operating income <F1>        $1.13    $0.93        $3.60    $3.30
Net realized gains on 
investments, net of taxes, 
minority interest and 
amortization                      0.11     0.18         0.49     0.68
Sales practice litigation 
expense, net of taxes               0        0         (0.33)     0
Loss from exiting reinsurance 
pool, net of taxes                  0        0         (0.27)     0
Loss from cession of 
disability income business, 
net of taxes                        0        0            0     (0.63)
Gain from change in mortality 
assumptions, net of taxes           0      0.51           0      0.56
Restructuring charges, net of 
taxes and minority interest      (0.14)   (0.03)       (0.15)   (0.08)
Other non-operating items, 
net of taxes                        0     (0.01)       (0.01)   (0.01)
                                 -----    -----        -----    -----
Net income                       $1.10    $1.58        $3.33    $3.82
                                 =====    =====        =====    =====

<FN>
<F1>  Net operating income excludes net realized gains and losses and 
other items which management believes are not indicative of overall 
operating trends, all net of taxes and minority interest.

<F2>  Basic net income per share was $1.11 for the quarter ended 
December 31, 1998 and $3.36 and $3.83 for the years ended December 31, 
1998 and 1997, respectively.  For the quarter ended December 31, 1997, 
basic and diluted net income per share are the same.

</FN>
</TABLE>
All figures reported are unaudited and are in accordance with generally
accepted accounting principles.

Page 10
<PAGE>


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