HORACE MANN EDUCATORS CORPORATION
1 HORACE MANN PLAZA
SPRINGFIELD, ILLINOIS 62715-0001
ANNUAL MEETING -- MAY 25, 2000
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of your Corporation
to be held at 9:00 a.m. on Thursday, May 25, 2000, at the Renaissance
Springfield Hotel, 701 East Adams Street, Springfield, Illinois.
We will present a report on the current affairs of the Corporation at the
meeting and Shareholders will have an opportunity for questions and comments.
We request that you sign, date and mail your proxy card whether or not you
plan to attend the Annual Meeting.
Prompt return of your proxy card will reduce the cost of further mailings
and other follow-up work. You may revoke your voted proxy at any time prior to
the meeting or vote in person if you attend the meeting.
We look forward to seeing you at the meeting. If you do not plan to attend
and vote by proxy, let us know your feelings about the Corporation either by
letter or by comment on the proxy card.
Sincerely yours,
/s/ Paul J. Kardos
Paul J. Kardos
Chairman of the Board
/s/ Louis G. Lower II
Louis G. Lower II
President and
Chief Executive Officer
Springfield, Illinois
March 31, 2000
HORACE MANN EDUCATORS CORPORATION
1 HORACE MANN PLAZA
SPRINGFIELD, ILLINOIS 62715-0001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
HORACE MANN EDUCATORS CORPORATION (the "Company") will be held at the
Renaissance Springfield Hotel, 701 East Adams Street, Springfield, Illinois, on
Thursday, May 25, 2000, at 9:00 a.m., Central Daylight Savings Time, for the
following purposes:
1. To elect nine Directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been duly
elected and qualified;
2. To approve an Amendment to the Company's Certificate of Incorporation
provision which would permit Ralph S. Saul, currently serving as a
member of the Board of Directors, to be eligible for re-election to the
Board of Directors at the Annual Meeting for one additional year of
service on the Board;
3. To approve an Amendment to the Company's 1991 Stock Incentive Plan
which will make 2,000,000 additional shares of Common Stock available
under the Plan;
4. To ratify the appointment of KPMG LLP, independent certified public
accountants, as the Company's auditors for the year ending December
31, 2000; and
5. To consider and take action with respect to such other matters as may
properly come before the Annual Meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 2000 as
the record date for the determination of Shareholders entitled to notice of, and
to vote at, the Annual Meeting.
All Shareholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, the Board of Directors
urges you to complete, date, sign and return the enclosed proxy card as soon as
possible in the enclosed business reply envelope, which requires no postage if
mailed in the United States. You may revoke your voted proxy at any time prior
to its exercise provided that you comply with the procedures set forth in the
Proxy Statement to which this Notice of Annual Meeting of Shareholders is
attached. If you attend the Annual Meeting, you may vote in person if you wish.
By order of the
Board of Directors,
/s/ Ann M. Caparros
Ann M. Caparros
Corporate Secretary
Springfield, Illinois
March 31, 2000
IMPORTANT: PLEASE MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. THE MEETING
DATE IS MAY 25, 2000.
PROXY STATEMENT
HORACE MANN EDUCATORS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2000
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Horace Mann Educators Corporation (the
"Company") of proxies from holders of the Company's common stock, par value
$.001 per share (the "Common Stock"). The proxies will be voted at the Annual
Meeting of Shareholders to be held on Thursday, May 25, 2000, at 9:00 a.m.,
Central Daylight Savings Time, at the Renaissance Springfield Hotel, 701 East
Adams Street, Springfield, Illinois, and through any adjournment or adjournments
thereof (the "Annual Meeting").
The mailing address of the Company is 1 Horace Mann Plaza, Springfield,
Illinois 62715-0001 (telephone number (217) 789-2500). The Proxy Statement and
the accompanying proxy card are being first transmitted to Shareholders of the
Company on or about April 4, 2000.
The Board has fixed the close of business on March 15, 2000 as the record
date (the "Record Date") for determining the Shareholders of the Company
entitled to receive notice of, and to vote at, the Annual Meeting. At the close
of business on the Record Date, an aggregate of 41,371,157 shares of Common
Stock were issued and outstanding, each share entitling the holder thereof to
one vote on each matter to be voted upon at the Annual Meeting. The presence, in
person or by proxy, of the holders of a majority of such outstanding shares is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Proxies will be solicited by mail. The Company also intends to make,
through bankers, brokers or other persons, a solicitation of beneficial owners
of Common Stock.
At the Annual Meeting, Shareholders of the Company will be asked (i) to
elect nine Directors to hold office until the next Annual Meeting of
Shareholders and until their respective successors have been duly elected and
qualified; (ii) to approve an Amendment to the Company's Certificate of
Incorporation provision which would permit Ralph S. Saul, currently serving as a
member of the Board of Directors, to be eligible for re-election to the Board of
Directors at the Annual Meeting for one additional year of service on the Board
(the "Board Amendment"); (iii) to approve an Amendment to the Company's 1991
Stock Incentive Plan which will make 2,000,000 additional shares of Common Stock
available under the Plan (the "Option Plan Amendment") and (iv) to ratify the
appointment of KPMG LLP, independent certified public accountants, as the
Company's auditors for the year ending December 31, 2000.
Shareholders may also be asked to consider and take action with respect to
such other matters as may properly come before the Annual Meeting or any
adjournment or adjournments thereof.
Copies of the Company's Annual Report to Shareholders and its Annual Report
on Form 10-K for the year ended December 31, 1999 were mailed to known
Shareholders on or about April 4, 2000.
SOLICITATION AND REVOCATION
PROXIES IN THE FORM ENCLOSED ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY. THE PERSONS NAMED IN THE FORM OF PROXY HAVE BEEN
DESIGNATED AS PROXIES BY THE BOARD OF DIRECTORS. SUCH PERSONS ARE DIRECTORS OF
THE COMPANY.
Shares of Common Stock represented at the Annual Meeting by a properly
executed and returned proxy will be voted at the Annual Meeting in accordance
with the instructions noted thereon, or if no instructions are noted, the proxy
will be voted in favor of the proposals set forth in the Notice of Annual
Meeting. A submitted proxy is revocable by a
Shareholder at any time prior to it being voted provided that such Shareholder
gives oral or written notice to the Corporate Secretary at or prior to the
Annual Meeting that such Shareholder intends to vote in person or by submitting
a subsequently dated proxy. Attendance at the Annual Meeting by a Shareholder
who has given a proxy shall not in and of itself constitute a revocation of such
proxy.
Proxies will be solicited initially by mail. Further solicitation may be
made by officers and other employees of the Company personally, by phone or
otherwise, but such persons will not be specifically compensated for such
services. Banks, brokers, nominees and other custodians and fiduciaries will be
reimbursed for their reasonable out-of-pocket expenses in forwarding soliciting
material to their principals, the beneficial owners of Common Stock of the
Company. The costs of soliciting proxies will be borne by the Company. It is
estimated these costs will be nominal.
SHAREHOLDER APPROVAL
Shareholders are entitled to one vote per share on all matters submitted
for consideration at the Annual Meeting. The affirmative vote of a plurality of
the shares of Common Stock represented in person or by proxy at the Annual
Meeting is required for the election of Directors. The affirmative vote of a
majority of the shares of Common Stock represented in person or by proxy at the
Annual Meeting is required for the approval of the Board Amendment, the Option
Plan Amendment and ratification of KPMG LLP as the Company's auditors for 2000.
Abstentions may not be specified with regard to the election of Directors.
However, abstentions may be specified on the proposal for the approval of the
Board Amendment, the Option Plan Amendment and ratification of KPMG LLP as the
Company's auditors for 2000. Such abstentions will be counted as present for
purposes of approving the Board Amendment, the Option Plan Amendment and
ratification of KPMG LLP as the Company's auditors for 2000 and such abstentions
will have the effect of a negative vote.
Please note that under the rules of the New York Stock Exchange, Inc.,
brokers who hold shares in street name for customers have the authority to vote
on certain items when they have not received instructions from beneficial
owners.
ABSENCE OF DISSENTERS' OR APPRAISAL RIGHTS
Under Section 262 of the Delaware General Corporation Law, Shareholders of
the Company have the right to dissent from certain actions. In such cases,
dissenting Shareholders are entitled to have their shares appraised and to be
paid an amount equal to the fair value of their shares, provided that certain
procedures perfecting their rights are followed. In the opinion of counsel, the
proposals described in this Proxy Statement do not entitle a Shareholder to
exercise any such dissenters' or appraisal rights. Accordingly, Shareholders who
do not approve of any of the proposals contained in this Proxy Statement will
not be entitled to exercise any dissenters' or appraisal rights.
OTHER MATTERS
Other than the matters set forth above, the Board knows of no matters to be
brought before the Annual Meeting. However, should any other matters properly
come before the meeting, the persons named in the accompanying Form of Proxy
will vote or refrain from voting thereon in their discretion.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide for the Company to have not less than
five nor more than 15 Directors. The following ten persons currently are serving
as Directors of the Company: William W. Abbott, Emita B. Hill, Paul J. Kardos,
Donald E. Kiernan, Louis G. Lower II, Jeffrey L. Morby, Shaun F. O'Malley,
Charles A. Parker, Ralph S. Saul and William J. Schoen. The terms of the current
Directors expire at the Annual Meeting.
2
The proxies solicited by and on behalf of the Board of Directors will be
voted "FOR" the election of Mr. Abbott, Dr. Hill, Mr. Kiernan, Mr. Lower, Mr.
Morby, Mr. O'Malley, Mr. Parker, Mr. Saul and Mr. Schoen (the "Board
Nominees") unless such authority is withheld as provided in the proxy; provided,
however, that if the Board Amendment is not approved by the Shareholders, the
proxies will be voted for all of such nominees other than Mr. Saul. The Company
has no reason to believe that any of the foregoing Board Nominees is not
available to serve or will not serve if elected, although in the unexpected
event that any such Board Nominees should become unavailable to serve as a
Director, full discretion is reserved to the persons named as proxies to vote
for such other persons as may be nominated. Each Director will serve until the
next Annual Meeting of Shareholders and until his or her respective successor is
duly elected and qualified.
NOMINEES
The following information, as of March 15, 2000, is provided with respect
to each Board Nominee:
WILLIAM W. ABBOTT, 68 .................. Mr. Abbott has been a Director of the Company since September 1996.
Chairman of the Compensation He is currently self-employed as a business consultant. In 1989, Mr.
Committee; Member of the Abbott retired from 35 years of service at Procter & Gamble, as a Senior
Organization Committee, Special Vice President in charge of worldwide sales and other operations. He
Committee and Audit Committee served as a member of the Board of Directors of Armstrong World
of the Board Industries from 1982 to 1994. He currently serves as a member of the
Boards of Directors of Fifth Third Bank of Naples, Florida and Acorn
Products, Inc., (which he also serves as Chairman of the Board), a
member of the Advisory Board of Manco, a member of the Board
of Overseers of the Duke Cancer Center, and an Executive Professor at
Florida Gulf Coast University.
EMITA B. HILL, 64 ...................... Dr. Hill has been a Director of the Company since September 1996. She
Member of the Compensation is currently the Chancellor Emeritus of Indiana University Kokomo, a title
Committee, Organization Committee she has held since 1999. Prior to that, she served as Chancellor of Indiana
and Audit Committee of the Board University Kokomo, a position she held for more than five years.
DONALD E. KIERNAN, 59 .................. Mr. Kiernan has been a Director of the Company since February 1998. He
Member of the Compensation is currently the Senior Executive Vice President and Chief Financial Officer
Committee, Investment & Finance of SBC Communications Inc., a position he has held since July 1993. He
Committee and Audit Committee currently serves as a member of the Boards of Directors of Pacific Telesis
of the Board Group, Pacific Bell, Southwestern Bell Telephone Company, Telefonos de
Mexico, S.A., de C.V. (Telmex), and BioNumerik Pharmaceuticals, Inc.
LOUIS G. LOWER II, 54 .................. Mr. Lower joined the Company as Director, President and Chief Executive
President and Chief Executive Officer; Officer in February 2000. Prior to that, he served as Chief Executive
Member of the Executive Committee, Officer of Allstate Life Insurance Company, a position he held from
Organization Committee and January 1990 through January 2000. He currently serves as a member of
Investment & Finance Committee of the Board of Directors of the Life Office Management Association, the Life
the Board Insurance Marketing and Research Association, the Illinois Life Insurance
Council, Evanston Hospital and Chicago Botanic Garden. Mr. Lower has
over 20 years experience in the insurance industry.
3
JEFFREY L. MORBY, 62 ................... Mr. Morby has been a Director of the Company since September 1996. He
Member of the Executive Committee, is currently self-employed as a business consultant and investor. Mr. Morby
Compensation Committee, Investment serves as a Director and Chairman of AMARNA Corporation, and a
& Finance Committee and Audit general partner of AMARNA Partners. Mr. Morby retired on June 30,
Committee of the Board 1996 as Vice Chairman of Mellon Bank Corporation and Mellon Bank,
N.A., positions he had held for more than five years. As Vice Chairman of
Mellon Bank, he served on the Boards of Directors of numerous entities
affiliated with Mellon Bank. In addition, Mr. Morby serves on the Boards
of Directors of Duquesne University, Pittsburgh Cultural Trust, Pittsburgh
Historical Society, Pittsburgh City Theater Company, International
Advisors of the City of Wuhan, China and International Council of the
World Wildlife Fund. Mr. Morby also serves as Chairman of Alung
Technologies, Inc. and China Center of the Greater Pittsburgh
Metropolitan Area.
SHAUN F. O'MALLEY, 64 .................. Mr. O'Malley has been a Director of the Company since September 1996.
Chairman of the Audit Committee; He is currently the Chairman Emeritus of Price Waterhouse LLP, a title he
Member of the Organization has held since July 1995. Prior to that, he served as Chairman and Senior
Committee and Investment & Finance Partner of Price Waterhouse LLP. He currently serves as a member
Committee of the Board of the Boards of Directors of the Finance Company of Pennsylvania,
Regulus Group, LLC, Vlasic Foods International, Ethics Resource Center
and The Philadelphia Contributionship, as a member of the Boards of Overseers
of The Wharton School and The Curtis Institute of Music, and as Chairman of
the Panel on Audit Effectiveness of the accounting professions Public Oversight
Board.
CHARLES A. PARKER, 65 .................. Mr. Parker has been a Director of the Company since September 1997. He
Member of the Executive Committee, retired in 1995 after 17 years of service at The Continental Corporation,
Organization Committee, Special including service as Executive Vice President, Chief Investment Officer and
Committee and Investment & Director. He currently serves as a member of the Boards of Directors of
Finance Committee of the Board T.C.W. Convertible Fund, Underwriters Re Group and StockJungle.com,
as a member of the Business Advisory Council of the University of Colorado
School of Business and as a Governor of the Burridge Center for Research in
Security Prices (University of Colorado School of Business).
RALPH S. SAUL, 77 ...................... Mr. Saul has been a Director of the Company since June 1995. He
Lead Outside Director; Chairman of currently serves as a Director of The Brookings Institution, the Committee
the Organization Committee and for Economic Development, as a member of the Advisory Board of Banc
Special Committee; Member of the Funds, and as a member of the Panel on Audit Effectiveness of the
Executive Committee and Investment accounting professions Public Oversight Board. During his career, in
& Finance Committee of the Board addition to the aforementioned positions, he has served as Director of the
Division of Trading and Markets of the United States Securities and Exchange
Commission, President of the American Stock Exchange, Chief Executive Officer
of INA Corporation, and Co-Chief Executive Officer and Chairman of the
Board of CIGNA Corporation.
WILLIAM J. SCHOEN, 64 .................. Mr. Schoen has been a Director of the Company since September 1996.
Chairman of the Investment & He is currently the Chairman of the Board and Chief Executive Officer of
Finance Committee; Member of the Health Management Associates, Inc., positions he has held for more than
Compensation Committee, five years. He serves on the Board of Directors of Health Management
Organization Committee and Audit Associates and many of its subsidiaries.
Committee of the Board
4
EXECUTIVE OFFICERS
Set forth below is certain information, as of March 15, 2000, with respect
to the Executive Officers of the Company and its subsidiaries who are not
Directors of the Company (Louis G. Lower II, President and Chief Executive
Officer, is discussed above):
PAUL J. KARDOS, 63 ..................... Mr. Kardos was elected Chairman of the Board in May 1998. He retired as
Chairman of the Board; Chairman of President and Chief Executive Officer of the Company in January 2000,
the Executive Committee; Member of positions he held for more than five years. Mr. Kardos will retire
the Organization Committee, Special from employment with the Company on May 31, 2000.
Committee, and Investment & Finance
Committee of the Board
LARRY K. BECKER, 51 .................... Mr. Becker was named Executive Vice President in February 1992 and
Executive Vice President and Chief Chief Financial Officer ("CFO") in January 1986. Mr. Becker serves on the
Financial Officer Board of Directors of Security Bank in Springfield, Illinois. Mr. Becker has
been with the Company for 29 years. Mr. Becker has announced his intention to
retire and the Company has entered into a voluntary seperation agreement with
Mr. Becker as described in the section Agreements with Key Employees.
GEORGE J. ZOCK, 49 ..................... Mr. Zock was named Executive Vice President in September 1997. Mr.
Executive Vice President Zock is responsible for insurance operations. He also served as Senior Vice
President from February 1992 to September 1997 and Treasurer from
September 1989 to April 1997. Mr. Zock has been with the Company
for 26 years.
ROGER W. FISHER, 47 .................... Mr. Fisher was named Senior Vice President in June 1998 and Senior Vice
Senior Vice President and Controller President and Controller in January 2000. He previously served as Vice
President and Controller from February 1990 to May 1998. Mr. Fisher has 22
years of experience in the insurance industry, including 10 years of
experience in public accounting with Coopers & Lybrand specializing in its
insurance industry practice. Mr. Fisher has announced he is resigning from
employment with the Company effective April 7, 2000.
ANN M. CAPARROS, 47 .................... Ms. Caparros joined the Company in March 1994 as Vice President,
Vice President, General Counsel and General Counsel and Corporate Secretary. Ms. Caparros has 22 years of
Corporate Secretary experience in the insurance industry.
J. MICHAEL HENDERSON, 58 ............... Mr. Henderson joined the Company in September 1997 as Vice President
Vice President and Treasurer and Treasurer. From March 1985 through September 1997, Mr. Henderson
was associated with Bear Stearns and served as a Managing Director.
SPECIAL ADVISORY BOARD
The Company maintains a special advisory board composed of leaders of
education associations. The Company meets with the special advisory board on a
regular basis. The educators and education association leaders serving on the
special advisory board receive a fee of $200 plus expenses for each special
advisory board meeting attended. The special advisory board met two times in
1999.
BOARD OF DIRECTORS
There were ten members on the Company's Board of Directors as of March 15,
2000. The Board met ten times during 1999. No Director of the Company attended
fewer than 75% of the meetings held during the period of 1999 for which he or
she has been a Director, nor did any Director attend fewer than 75% of the
meetings of committees to which he or she was appointed held during the period
of 1999 for which he or she has been a Director.
5
The standing committees of the Board consist of the Executive Committee,
Compensation Committee, Organization Committee, Investment & Finance Committee
and Audit Committee. Each standing committee has a charter which defines its
role and power.
The Executive Committee exercises certain powers of the Board during
intervals between meetings of the Board and, as requested by the Chief Executive
Officer, acts as a sounding board for discussing strategic and operating issues
between meetings of the Board. The current members of the Committee are Mr.
Kardos (Chairman), Mr. Lower, Mr. Morby, Mr. Parker and Mr. Saul. The Executive
Committee did not meet during 1999.
The Compensation Committee reviews, approves and recommends the
compensation of Officers and Directors of the Company. The current members of
the Committee are Mr. Abbott (Chairman), Dr. Hill, Mr. Kiernan, Mr. Morby and
Mr. Schoen. The Compensation Committee met five times during 1999.
The Organization Committee oversees planning relating to the Senior
Management of the Company and Chief Executive Officer succession issues and also
recommends nominees to the Board of Directors. The Organization Committee will
consider nominees recommended by Shareholders. Nominations may be submitted in
writing to Ann M. Caparros, Corporate Secretary. Current members of the
Committee are Mr. Saul (Chairman), Mr. Abbott, Dr. Hill, Mr. Kardos, Mr. Lower,
Mr. O'Malley, Mr. Parker and Mr. Schoen. The Organization Committee met two
times during 1999.
The Investment & Finance Committee approves investment strategies and
monitors the performance of investments made on behalf of the Company and its
subsidiaries and oversees issues and decisions relating to the Company's capital
structure. Current members of the Committee are Mr. Schoen (Chairman), Mr.
Kardos, Mr. Kiernan, Mr. Lower, Mr. Morby, Mr. O'Malley, Mr. Parker and Mr.
Saul. The Committee met four times during 1999.
The Audit Committee oversees the financial reporting and internal operating
controls of the Company. It meets with both Management and the Company's
independent public accountants. The current members of the Committee are Mr.
O'Malley (Chairman), Mr. Abbott, Dr. Hill, Mr. Kiernan, Mr. Morby and Mr.
Schoen. The Committee met eight times during 1999.
In 1999, the Board created a Special Committee to oversee the strategic
review process conducted during that year (the "1999 Special Committee"). Its
members were Mr. Saul (Chairman), Mr. Abbott, Mr. Kardos and Mr. Parker. The
1999 Special Committee met five times during 1999.
6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the Company's
Common Stock owned on March 15, 2000 by each person who is known by the Company
to own beneficially more than 5% of the Company's Common Stock, and by each of
the Company's Directors, Board Nominees, the Company's CEO and the other four
highest compensated Executive Officers (collectively the "Named Executive
Officers"), and by all Directors, Board Nominees and Executive Officers of the
Company as a group. Except as otherwise indicated, to the Company's knowledge,
all shares are beneficially owned and investment and voting power is held solely
by the persons named as owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF DIRECTORS, BOARD NOMINEES AND EXECUTIVE OFFICERS
AMOUNT OF
BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ---------------- ---------- -------
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS
Common Stock Ariel Capital Management, Inc. (1) 3,923,880 10%
Common Stock Merrill Lynch & Co., Inc. (2) 2,420,166 6%
SECURITY OWNERSHIP OF DIRECTORS, BOARD NOMINEES AND EXECUTIVE OFFICERS
Common Stock William W. Abbott (3) 20,667 *
Common Stock Emita B. Hill (4) 10,546 *
Common Stock Paul J. Kardos (5) 1,516,956 4%
Common Stock Donald E. Kiernan (6) 9,107 *
Common Stock Louis G. Lower II (7) 10,000 *
Common Stock Jeffrey L. Morby (8) 11,837 *
Common Stock Shaun F. O'Malley (9) 10,945 *
Common Stock Charles A. Parker (10) 7,641 *
Common Stock Ralph S. Saul (11) 26,924 *
Common Stock William J. Schoen (12) 166,628 *
Common Stock Larry K. Becker (13) 472,598 1%
Common Stock George J. Zock (14) 163,124 *
Common Stock Roger W. Fisher (15) 7,775 *
Common Stock J. Michael Henderson (16) 18,475 *
Common Stock All Directors, Board Nominees and Executive
Officers as a group (15 persons) (3), (4), (5), (6), (7),
(8), (9), (10), (11), (12), (13), (14), (15), (16), (17) 2,471,280 6%
- ----------
* Less than 1%.
(1) Ariel Capital Management, Inc. has a principal place of business at
307 North Michigan Avenue, Chicago, IL 60601 and is an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940. All securities reported upon this Schedule are owned by
investment advisory clients of Ariel Capital Management, Inc., no one
of which to the knowledge of Ariel Capital Management, Inc. owns more
than 5% of the class. The foregoing is based on Amendment No. 1 to
Schedule 13G filed by Ariel Capital Management, Inc. in February 2000.
7
(2) Merrill Lynch Asset Management Group ("AMG") of Merrill Lynch & Co.,
Inc. ("ML&Co.") is comprised of the following legal entities: Merrill
Lynch Asset Management, L.P. doing business as Merrill Lynch Asset
Management ("MLAM"), QA Advisers, LLC ("QA"), Merrill Lynch
Quantitative Advisers, Inc. Hotchkis and Wiley divisions thereof; Fund
Asset Management, L.P., doing business as Fund Asset Management
("FAM"); Merrill Lynch Asset Management U.K. Limited ("MLAM UK");
Merrill Lynch (Suisse) Investment Management Limited ("MLS"); Mercury
Asset Management International Limited ("MAMI"); Mercury Asset
Management Ltd; Mercury Asset Management, Ltd.; Mercury Asset
Management (Asia Pacific Limited); Mercury Asset Management Asia
Limited; Merrill Lynch Mercury Kapitalanlagegesellschaft MBH; Munich
London Investment Management, Ltd.; Merrill Lynch Asset Management
(Hong Kong) Limited; Merrill Lynch Mercury Asset Management Japan
Limited; Atlas Asset Management, Inc.; Merrill Lynch Investment
Management Canada, Inc.; DSP Merrill Lynch Asset Management (India)
Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra Securities
Co., Ltd.; Merrill Lynch Global Asset Management, Limited; Mercury
Asset Management Channel Islands, Limited; Mercury Asset Management
International Channel Islands Limited ("MAMCI"); Grosvenor Venture
Managers, Limited; and Mercury Fund Managers, Limited. Each of MLAM,
FAM, MLAM UK, MAMCI, QA, MLS, and MAMI is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
which acts as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940. Each
other firm constituting part of AMG is an investment adviser operating
under the laws of a jurisdiction other than the United States. The
investment advisers that comprise AMG exercise voting and investment
powers over portfolio securities independently from other direct and
indirect subsidiaries of ML&Co. The foregoing is based on Amendment No.
3 to Schedule 13G filed by ML&Co. (on behalf of AMG) in February 2000.
(3) Includes 9,188.614 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan, and 1,778 shares which are owned by a trust as to which Mr.
Abbott is a trustee.
(4) Includes 7,945.688 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan.
(5) Includes options to purchase 47,700 shares of Common Stock which are
currently exercisable pursuant to the Option Plan. Does not include
options to purchase 32,700 shares granted pursuant to the Option Plan,
13,125 of which will vest on April 28, 2000, 6,975 of which will vest
on February 23, 2001, 5,625 of which will vest on April 28, 2001 and
6,975 of which will vest on February 23, 2002. Also includes 1,449,592
shares owned by a trust as to which Mr. Kardos is a trustee. Also
includes 13,324 shares owned by Mr. Kardos' children and 6,340 shares
owned by trusts as to which Mr. Kardos' children are trustees; with
regard to these shares as to which Mr. Kardos' children are beneficial
owners, Mr. Kardos shares voting and dispositive power with his
children.
(6) Includes 4,707.339 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan.
(7) Does not include options to purchase 750,000 shares granted pursuant to
the Option Plan, 150,000 of which will vest on January 1, 2001, 150,000
of which will vest on January 1, 2002, 150,000 of which will vest on
January 1, 2003, 150,000 of which will vest on January 1, 2004 and
150,000 of which will vest on January 1, 2005.
(8) Includes 9,237.000 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan.
(9) Includes 7,945.366 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan.
(10) Includes 5,040.740 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan.
(11) Includes 18,323.602 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan and 4,000 shares which are owned by a trust as to which Mr. Saul
is a trustee.
8
(12) Includes 9,828.328 Common Stock Equivalent Units pursuant to the
Director Stock Plan. Also includes options to purchase 2,600 shares of
Common Stock which are currently exercisable pursuant to the Option
Plan and 154,200 shares which are owned by trusts as to which Mr.
Schoen is a trustee.
(13) Includes options to purchase 170,000 shares of Common Stock which are
currently exercisable pursuant to the Option Plan. Does not include
options to purchase 12,500 shares granted pursuant to the Option Plan,
5,625 of which will vest on April 28, 2000, 2,500 of which will vest on
February 23, 2001, 1,875 of which will vest on April 28, 2001 and 2,500
of which will vest on February 23, 2002. Also includes 291,398 shares
owned by trusts as to which Mr. Becker is a trustee.
(14) Includes options to purchase 23,850 shares of Common Stock which are
currently exercisable pursuant to the Option Plan. Does not include
options to purchase 16,350 shares granted pursuant to the Option Plan,
7,500 of which will vest on April 28, 2000, 2,550 of which will vest on
February 23, 2001, 3,750 of which will vest on April 28, 2001 and 2,550
of which will vest on February 23, 2002. Also includes 200 shares owned
by Mr. Zock's child under the Uniform Gift to Minors Act for which Mr.
Zock is the custodian and 67,538 shares held by his wife, as to which
Mr. Zock shares voting and dispositive power.
(15) Consists entirely of options to purchase 7,775 shares of Common Stock
which are currently exercisable pursuant to the Option Plan. Does not
include options to purchase 5,275 shares granted pursuant to the Option
Plan, 2,000 of which will vest on April 28, 2000, 1,262.5 of which will
vest on February 23, 2001, 750 of which will vest on April 28, 2001 and
1,262.5 of which will vest on February 23, 2002.
(16) Consists entirely of options to purchase 18,475 shares of Common Stock
which are currently exercisable pursuant to the Option Plan. Does not
include options to purchase 8,475 shares granted pursuant to the Option
Plan, 250 of which will vest on April 28, 2000, 5,000 of which will
vest on September 10, 2000, 1,487.5 of which will vest on February 23,
2001, 250 of which will vest on April 28, 2001 and 1,487.5 of which
will vest on February 23, 2002.
(17) Includes options for the group of Directors and Executive Officers to
purchase 306,400 shares of Common Stock which are currently exercisable
pursuant to the Option Plan. Does not include options to purchase
830,100 shares which vest in the future. The grant dates and vesting
schedules vary; however, each award expires 10 years from the date of
grant. Also includes 72,216.677 Common Stock Equivalent Units pursuant
to the Director Stock Plan and 244.751 Common Stock Equivalent Units
pursuant to the Deferred Compensation Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company has established procedures by which Executive Officers and
Directors provide relevant information regarding transactions in Company stock
to a Company representative and the Company prepares and files the required
ownership reports. Based on a review of those reports and other written
representations, the Company believes that, with the following exception, there
was full compliance with the reporting requirements under Section 16(a). In
1999, Mr. Becker gifted shares to charities which was reported but not on a
timely basis.
9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth all reportable
compensation awarded to, earned by or paid to the Company's former Chief
Executive Officer, new Chief Executive Officer and four most highly compensated
Executive Officers for services rendered in the capacities described above.
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------------ ------------------
AWARDS PAYOUTS
-------- --------
LTIP ALL OTHER
SALARY BONUS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(3) (#)(4) ($)(5) ($)(6)
------------------------- ---- ------ ------ -------- -------- ------------
Louis G. Lower II ............................ (1) 1999 0 0 250,000 0 0
President & Chief Executive
Officer
Paul J. Kardos .................................... 1999 410,004 400,000 0 192,694 17,134(7)
Chairman of the Board, President 1998 410,004 400,000 50,400 383,887 17,134(7)
& Chief Executive Officer 1997 414,169 400,000 30,000 677,484 16,998(7)
Larry K. Becker ................................... 1999 234,596 0 0 91,880 16,246(8)
Executive Vice President & 1998 220,008 31,714 17,500 171,661 16,246(8)
Chief Financial Officer 1997 206,672 153,041 15,000 284,587 16,154(8)
George J. Zock .................................... 1999 239,588 0 0 93,835 16,510(9)
Executive Vice President-- 1998 225,000 69,863 25,200 175,556 16,510(9)
Insurance Operations 1997 181,836 122,303 15,000 250,388 16,377(9)
Roger W. Fisher ................................... 1999 154,008 0 0 30,159 14,750(10)
Senior Vice President 1998 148,173 44,391 8,050 57,806 14,750(10)
& Controller 1997 133,339 65,171 5,000 64,263 14,607(10)
J. Michael Henderson ......................... (2) 1999 161,250 0 0 31,577 12,862(11)
Vice President & Treasurer 1998 150,000 57,186 6,950 58,519 11,089(11)
1997 49,423 19,127 20,000 17,014 4,041(11)
- ----------
(1) Mr. Lower was hired effective February 1, 2000.
(2) Mr. Henderson was hired effective September 2, 1997.
(3) The Annual Compensation Bonus amounts are paid pursuant to the Horace
Mann Educators Corporation Short Term Incentive Plan.
(4) The Options are awarded pursuant to the Horace Mann Educators
Corporation 1991 Stock Incentive Plan. The number of options shown for
1998, reflects an award made in 1998 and an award made in 1999 based on
1998 performance as discussed in the Report on Executive Compensation
of the Compensation Committee of the Board of Directors in the Proxy
Statement for the 1999 Annual Shareholders meeting.
(5) The Long Term Compensation Payout amounts are paid pursuant to the
Horace Mann Educators Corporation Long Term Incentive Plan. The Long
Term Incentive Plan numbers shown for 1997 reflect two separate Long
Term Incentive Plan payments reportable in that year.
10
(6) Includes Company contributions to the Horace Mann Supplemental
Retirement and Savings ("401(k)") Plan and to the Horace Mann Money
Purchase Pension ("MPP") Plan (both defined contribution plans) and
Company contributions attributable to group term life insurance
premiums.
(7) For Mr. Kardos, $4,800 was contributed to the 401(k) Plan in 1999,
$4,800 in 1998 and $4,750 in 1997. In addition, $11,200 was contributed
to the MPP Plan on behalf of Mr. Kardos in 1999, $11,200 in 1998 and
$11,200 in 1997. In 1999, $1,134 was attributed to group term life
insurance premiums, $1,134 in 1998 and $1,048 in 1997.
(8) For Mr. Becker, $4,800 was contributed to the 401(k) Plan in 1999,
$4,800 in 1998 and $4,750 in 1997. In addition, $11,200 was contributed
to the MPP Plan on behalf of Mr. Becker in 1999, $11,200 in 1998 and
$11,200 in 1997. In 1999, $246 was attributed to group term life
insurance premiums, $246 in 1998 and $204 in 1997.
(9) For Mr. Zock, $4,800 was contributed to the 401(k) Plan in 1999, $4,800
in 1998 and $4,750 in 1997. In addition, $11,200 was contributed to the
MPP Plan on behalf of Mr. Zock in 1999, $11,200 in 1998 and $11,200 in
1997. In 1999, $510 was attributed to group term life insurance
premiums, $510 in 1998 and $427 in 1997.
(10) For Mr. Fisher, $4,800 was contributed to the 401(k) Plan in 1999,
$4,800 in 1998 and $4,750 in 1997. In addition, $9,600 was contributed
to the MPP Plan on behalf of Mr. Fisher in 1999, $9,600 in 1998 and
$9,600 in 1997. In 1999, $350 was attributed to group term life
insurance premiums, $350 in 1998 and $257 in 1997.
(11) For Mr. Henderson, $4,800 was contributed to the 401(k) Plan in 1999,
$3,027 in 1998 and $1,009 in 1997. In addition, $8,000 was contributed
to the MPP Plan on behalf of Mr. Henderson in 1999, $8,000 in 1998 and
$3,012 in 1997. In 1999, $62 was attributed to group term life
premiums, $62 in 1998 and $20 in 1997.
OPTION GRANTS IN LAST FISCAL YEAR
GRANT
DATE
INDIVIDUAL GRANTS VALUE
- ------------------------------------------------------------------------------------------------------- --------
OPTIONS
GRANTED
TO GRANT
EMPLOYEES EXERCISE DATE
OPTIONS IN FISCAL OR BASE PRESENT
GRANTED YEAR % OF PRICE EXPIRATION VALUE
NAME (#) TOTAL ($/SH) DATE ($)(2)
- ----- ---------- ---------- ------ --------- ---------
Louis G. Lower II ..................................... 250,000(1) 51.6% 19.53 12/31/09 2,646,010
- ----------
(1) The options vest in five equal annual installments beginning on
January 1, 2001. Mr. Lower was awarded an additional 500,000 options
at the time of his hire, as discussed in the section Agreements with
Key Employees.
(2) The awards to Mr. Lower were made pursuant to his employment agreement
as described in the section Agreements with Key Employees. The
Bloomberg standard option valuation model for American options was used
to calculate the present value of the option on the grant date. The
valuation assumed an expected volatility rate of 65%, a risk-free rate
of return of 6.6%, a dividend yield of 2.1% and a delay in exercise
based on vesting. There were no adjustments made for
non-transferability or risk of forfeiture.
11
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------ ---------------------- -------------------------
Louis G. Lower II ............................................ 0 / 250,000 0 / 23,750
Paul J. Kardos ............................................... 540,725 / 39,675 5,312,500 / 0
Larry K. Becker .............................................. 167,500 / 15,000 1,593,750 / 0
George J. Zock ............................................... 21,300 / 18,900 0 / 0
Roger W. Fisher .............................................. 6,513 / 6,537 0 / 0
J. Michael Henderson ......................................... 16,988 / 9,963 0 / 0
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED
PLANS(1)
-----------------------------
PERFORMANCE OR OTHER THRESHOLD TARGET MAXIMUM
NAME PERIOD UNTIL MATURATION OR PAYOUT (%) (%) (%)
- ----- --------------------------------- --------- ------ --------
Louis G. Lower II ............................................. 1999-2002(2) 15.00 60.00 120.00
2000-2003 15.00 60.00 120.00
Paul J. Kardos ................................................ 1997-2000 15.00 60.00 120.00
Larry K. Becker ............................................... 1997-2000 12.50 50.00 100.00
1998-2001 12.50 50.00 100.00
1999-2002 12.50 50.00 100.00
2000-2003 12.50 50.00 100.00
George J. Zock ................................................ 1997-2000 12.50 50.00 100.00
1998-2001 12.50 50.00 100.00
1999-2002 12.50 50.00 100.00
2000-2003 12.50 50.00 100.00
Roger W. Fisher ............................................... 1997-2000 6.25 25.00 50.00
1998-2001 6.25 25.00 50.00
1999-2002 6.25 25.00 50.00
2000-2003 6.25 25.00 50.00
J. Michael Henderson .......................................... 1997-2000 6.25 25.00 50.00
1998-2001 6.25 25.00 50.00
1999-2002 6.25 25.00 50.00
2000-2003 6.25 25.00 50.00
- ----------
(1) The Threshold, Target and Maximum numbers are the percentage of the
individual's base salary at the final date of the applicable
performance period.
(2) For Mr. Lower, the Long Term Incentive Plan amount payable in 2001 is
guaranteed as described in the section Agreements with Key Employees.
12
PENSION AND EXCESS PENSION PLANS
The following pension table illustrates the total benefits available
without considering social security offsets.
YEARS OF COVERED SERVICE
COVERED REMUNERATION ($) 15 20 25 30 35
------------------------- ------- ------- ------- ------- -------
125,000 37,500 50,000 62,500 75,000 75,000
150,000 45,000 60,000 75,000 90,000 90,000
175,000 52,500 70,000 87,500 105,000 105,000
200,000 60,000 80,000 100,000 120,000 120,000
225,000 67,500 90,000 112,500 135,000 135,000
250,000 75,000 100,000 125,000 150,000 150,000
300,000 90,000 120,000 150,000 180,000 180,000
400,000 120,000 160,000 200,000 240,000 240,000
450,000 135,000 180,000 225,000 270,000 270,000
500,000 150,000 200,000 250,000 300,000 300,000
600,000 180,000 240,000 300,000 360,000 360,000
700,000 210,000 280,000 350,000 420,000 420,000
800,000 240,000 320,000 400,000 480,000 480,000
900,000 270,000 360,000 450,000 540,000 540,000
1,000,000 300,000 400,000 500,000 600,000 600,000
- ----------
(1) Represents the maximum combined benefits payable from all qualified and
nonqualified pension plans based on the pre-August 29, 1989 formula, as
defined below, without regard to social security offsets.
(2) As of December 31, 1999, Mr. Lower has 0 years of credited service;
Mr. Kardos has 30 years; Mr. Becker has 24 years; Mr. Zock has 24
years; Mr. Fisher has nine years; and Mr. Henderson has two years.
Compensation for purposes of the defined benefit plan includes only
compensation earned while participating in the defined benefit plan. In general,
eligible compensation for Executive Officers includes base salaries and cash
bonuses. Although compensation voluntarily deferred by an employee is not
considered as eligible earnings for pension purposes, there is a special
exception for employees who participate in the Company's defined contribution
(401(k)) plan. The employee's tax-deferred contributions to that plan are
eligible earnings under the defined benefit plan. In addition, any amount
selected pursuant to Section 125 of the Internal Revenue Code is also considered
eligible earnings under the defined benefit plan.
For participants hired prior to August 29, 1989, annual benefits would be
determined by multiplying an average of the 36 highest consecutive months of
earnings by 2% times years of credited service minus 50% of the social security
income benefit earned while an employee. For participants hired after August 29,
1989, benefits would be determined by multiplying an average of the 36 highest
consecutive months of earnings by 1.6% times years of credited service. Under
the terms of the Plan, a maximum of 30 years is eligible for credited service.
DIRECTOR COMPENSATION
A Director, other than an Officer of the Company, receives an annual
retainer of $25,000 and a fee of $1,000 plus expenses for attendance (whether in
person or by telephone) at each Board and Board Committee meeting. The Chairman
of each Committee receives an additional annual retainer of $2,500 for serving
in such capacity. The Lead Outside Director receives an annual retainer of
$25,000 in addition to the other fees described above. Directors have the option
to take all or part of such fees in the form of Common Stock of the Company, on
a deferred compensation basis, with a 25% matching addition to the sums listed
above made by the Company pursuant to the Director Stock Plan. In September
1999, the Board of Directors approved the payment in cash of a one time fee to
Mr. Saul, Mr. Abbott and Mr. Parker in the amount of $50,000, $30,000 and
$30,000, respectively, for their service on the 1999 Special
13
Committee; no additional meeting fees were paid in connection with that service.
In addition to the foregoing compensation, in May 1999 each Director was granted
1,500 stock options at market price pursuant to the Horace Mann Educators
Corporation 1991 Stock Incentive Plan.
AGREEMENTS WITH KEY EMPLOYEES
Effective February 1, 2000, the Company entered into an employment
agreement with Mr. Lower employing him as the Company's President and Chief
Executive Officer. That agreement is an exhibit to the Company's Annual Report
on Form 10-K for 1999. The term of that agreement expires on December 31, 2000
but is subject to an annual evergreen renewal which extends the agreement an
additional year on each September 1, so long as neither Mr. Lower or the Company
has, prior to September 1, notified the other that the agreement will not so
extend. The agreement provides for an annual salary of $500,004 and for Mr.
Lower to participate in the Company's short and long term bonus plans, with
minimum guaranteed bonuses under each of those plans for payments in 2001
($400,000 and $300,000, respectively). Mr. Lower received a stock grant of
10,000 shares of Common Stock and options to purchase 750,000 shares of Common
Stock, vesting 150,000 on January 1, 2001 and each successive January 1 through
January 1, 2005 so long as he is employed by the Company on each such date. The
Company also agreed to pay the following retirement benefits to Mr. Lower:
LAST DATE OF EMPLOYMENT ANNUAL BENEFIT
---------------------- -------------
On or prior to December 31, 2000 $ 0
January 1, 2001 to December 31, 2001 $ 45,000
January 1, 2002 to December 31, 2002 $ 90,000
January 1, 2003 to December 31, 2003 $ 135,000
January 1, 2004 or later $ 180,000
The agreement contains provisions regarding reimbursement of Mr. Lower's
costs of moving to Springfield, Illinois, including under certain circumstances
covering any loss on sale of the house he has purchased in Springfield and
provisions relating to Mr. Lower's death, disability or other termination of his
employment. In addition, the agreement provides that if there is a Change of
Control, as defined therein, and Mr. Lower's employment is within three years
thereof actually or constructively terminated, Mr. Lower will be paid a lump-sum
cash amount equal to the sum of (i) three times the greater of his highest
annual cash compensation from the Company or $1,200,000 and (ii) the actuarially
determined present value of Mr. Lower's retirement benefits calculated as if he
had been employed by the Company until the date which is three years after the
Change in Control. Mr. Lower's other benefits are also continued for three years
and there is an excise tax gross-up provision.
Effective February 1, 2000, the Company also amended its existing
employment agreement with Mr. Kardos, providing for his retirement from the
Company on May 31, 2000. That agreement is also an exhibit to the Company's
Annual Report on Form 10-K for 1999. The amendment provides for Mr. Kardos to
receive 5/12 of the short and long term bonuses he would have received for
calendar year 2000 (less the $400,000 guaranteed short term bonus for that
period) and for him to receive a lump sum payment on May 31, 2000 of $1,111,666.
Effective March 21, 2000, the Company has entered into an agreement with
Mr. Becker regarding his voluntary separation of employment with the Company on
June 22, 2000. That agreement is also an exhibit to the Company's Annual Report
on Form 10-K for 1999. The Company has agreed to allow any unvested options
granted prior to June 22, 2000 to vest on June 22, 2001 and to permit Mr. Becker
to exercise his vested options until the earlier of the expiration of such
options or June 22, 2002 in exchange for Mr. Becker's agreement to certain
restrictive and confidentiality provisions.
In addition, the Company has entered into agreements with certain key
employees, including each of Mr. Kardos, Mr. Becker, Mr. Zock, Mr. Fisher and
Mr. Henderson, which provide that if, within three years after a change in
control of the Company, the employee is terminated from employment by the
Company, whether actually or constructively, for any reason other than cause,
the employee will receive (i) a one-time cash payment, (ii) continued insurance
coverage for a specified period, (iii) the present value of such employee's
accrued benefits as of the date of termination under the Company's non-qualified
supplemental pension plan(s) (which amount will be offset against any amount
payable under such plan) and (iv) a payment sufficient to negate the effect on
such employee of excise taxes attributable to the benefits received by the
employee under the agreement. For Mr. Kardos, Mr. Becker and Mr. Zock, the
one-time cash payment
14
would be equal to 2.9 times the highest annual cash compensation (salary and
bonus) received by the employee in the five preceding years, and the specified
period during which such employee's insurance benefits would continue is two
years, 11 months. For Mr. Fisher and Mr. Henderson, the one-time cash payment
would be equal to two times the highest annual cash compensation (salary and
bonus) received by the employee in the five preceding years, and the specified
period during which such employee's insurance benefits would continue is two
years.
In addition, the Company has entered into agreements with certain key
employees, including each of Mr. Kardos, Mr. Becker, Mr. Zock and Mr. Fisher,
which provide that upon a change in control of the Company, the foregoing Named
Executive Officers will be entitled to receive an amount equal to his 1993
salary plus bonus for his continuation of employment. Such agreements are
subject to an evergreen annual renewal effective December 31. If a change in
control occurs during the term of the agreement and provided that the employee's
employment is not terminated either by the employee's election or by the Company
for cause prior to the 60 days following the change in control, the employee
shall be entitled to receive one half of the amount on the date of the change in
control and the remainder 60 days later. If the employee is terminated by the
Company without cause, any payments pursuant to the agreement will become
immediately due and owing by the Company.
REPORT ON EXECUTIVE COMPENSATION OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Compensation
Committee") reviews compensation of the Company's Named Executive Officers and
recommends actions to the Board regarding the cash compensation (base salary and
cash bonuses) to be paid to the Chief Executive Officer ("CEO") and the other
Named Executive Officers of the Company. In addition, the Compensation Committee
grants stock, stock options, stock appreciation rights and restricted stock
awards to employees of the Company. Currently, the components of compensation
for the CEO and each Named Executive Officer are base salary, short term
incentive compensation, long term incentive compensation, stock and stock
options. Each of these components is discussed in more detail below.
BASE SALARY
In determining the base salaries for the Named Executive Officers of the
Company, the primary information considered by the Compensation Committee is
data regarding salaries paid to Executives in similar positions at other
insurance companies. The Compensation Committee has obtained such data from the
Life Office Management Association ("LOMA") Executive Compensation Survey and
the National Association of Independent Insurers ("NAII") Executive Compensation
Survey, specifically: (i) the LOMA Executive Compensation Survey for U.S.
Companies, which for 1999 included data on 91 insurance companies, (ii) the LOMA
Executive Compensation Survey for U.S. Companies with Assets of Between $1.5
Billion and $5 Billion, which for 1999 included data on 24 insurance companies
and (iii) the NAII Executive Compensation Survey for participating insurance
companies which for 1999 included data on 27 insurance companies (collectively
referred to as the "compensation surveys"). The compensation surveys are used
without regard to an analysis of the performance of the individual companies
included in each survey.
The Compensation Committee strives to set salaries for the Company's Named
Executive Officers at average or slightly below average levels for like
Executives as indicated in the compensation surveys, while attempting to have
total compensation be at or above such average levels.
The Compensation Committee considers two additional factors in setting
salaries. Those factors are the possible need for an adjustment to reflect a
change in the position or responsibilities of the Executive and/or to encourage
the Executive to join the Company and the length of the Executive's industry
experience. Either one of these factors could result in a base salary above the
point determined by reference to the salaries of Executives in similar positions
as indicated in the compensation surveys.
When the Compensation Committee reviews the base salary of Named Executive
Officers, which is done an average of 12 to 24 months after a prior increase, it
makes adjustments to base salary on the basis of its subjective evaluation of
five items. The first four items, all considered in roughly equal weight are:
(i) the officer's performance regarding
15
planning, organizing and performing assigned tasks; (ii) the officer's
performance concerning managing costs; (iii) the officer's performance
concerning managing personnel who report to the officer; and (iv) the officer's
performance in encouraging an ethical work environment, providing exemplary
customer service and providing a work environment in which employees experience
fair treatment and have an equal opportunity for advancement. The fifth item is
a review of the compensation surveys to compare the CEO or Named Executive
Officer's salary to the average salaries for similar positions as reported in
the compensation surveys. If the CEO or Named Executive Officer is below the
average survey salaries, a larger salary increase may occur. If the CEO or Named
Executive Officer is above the average survey salaries, the Officer may not
receive as much of an increase as the individual would have received as a result
of the analysis of only the first four items or the increase in base salary may
be delayed. The fifth item is considered only if the Compensation Committee
determines that a base salary increase is warranted after analyzing the first
four items.
The Compensation Committee noted that as discussed in the section
Agreements with Key Employees, the Company entered into an employment agreement
with the former CEO in October 1998 which fixed his salary for the three year
term of that agreement. In 1999, the Compensation Committee did review the base
salaries of three Named Executive Officers other than the CEO. Effective
February 1, 2000, the Company entered into an employment agreement with the new
CEO which fixed his salary as described in the section Agreements with Key
Employees.
HORACE MANN EDUCATORS CORPORATION SHORT TERM INCENTIVE PLAN
The Company's Short Term Incentive Plan ("STIP") is designed to reward all
officers (the "Officers") of the Company for achieving corporate and operating
unit short term performance objectives. The STIP is intended to provide an
incentive for superior work and to motivate Officers toward even higher
achievement and business results, to tie their goals and interests to those of
the Company and its Shareholders and to enable the Company to attract and retain
highly qualified employees. The STIP is also intended to secure the full
deductibility of annual incentive compensation payable to the Company's Named
Executive Officers whose compensation is required to be reported in the
Company's proxy statement. All compensation payable hereunder to such persons is
intended to qualify as "performance-based compensation" as described in Section
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the "Code").
The STIP provides that awards to Named Executive Officers are to be tied to
performance goals based upon one or more of the following business criteria,
either applied to the Company as a whole or individual operating units, any of
which may be measured either in absolute terms or as compared to goals set by
the Compensation Committee or the performance of other companies: financial
ratings, return on equity, earnings, earnings growth, earnings per share, growth
in earnings per share, operating earnings, growth in operating earnings,
operating earnings per share, growth in operating earnings per share, insurance
premiums, growth in insurance premiums, total return to Shareholders (stock
price appreciation plus dividends), combined ratio, expense ratio, number of
agents and growth in number of agents. In addition, to the extent consistent
with deductibility of STIP payments under Section 162(m) of the Code,
performance goals may be based upon individual attainment of personal objectives
set by the Chief Executive Officer or the Compensation Committee. Measurement of
the Company's or an Officer's performance against the performance goals
established by the Committee shall be objectively determinable, as defined in
the STIP. The STIP also provides that the effects of extraordinary events during
a performance period which have a material impact on the relevant performance
measures may be eliminated from the calculation of such performance at the
discretion of the Compensation Committee.
The Compensation Committee previously determined the basis on which Named
Executive Officers would be eligible to receive compensation under the STIP with
regard to the performance period of January 1, 1999 through December 31, 1999 by
establishing performance goals and an objective method for computing the amount
of STIP payments to the Named Executive Officers if those goals were attained.
The Committee determined that no STIP awards with regard to 1999 would be paid
unless the Company's operating earnings per share for 1999 were equal to or
greater than 90% of the Corporation's budgeted operating earnings per share for
1999. The Committee also determined that the corporate portion of each award
would be determined on the basis of two performance goals: operating earnings
per share (75% weighting) and statutory premiums (25% weighting) each as
compared with budget.
16
With regard to 1999, the Compensation Committee concluded that no STIP
awards for the Named Executive Officers, except the former CEO, were payable
under the STIP.
The former CEO's STIP award is contractually guaranteed to be at least
$400,000 as described in the above section Agreements with Key Employees.
HORACE MANN EDUCATORS CORPORATION LONG TERM INCENTIVE PLAN
The Company's Long Term Incentive Plan ("LTIP") is designed to reward
certain officers of the Company for achieving corporate and operating division
long term performance objectives. The LTIP is intended to motivate participating
Officers toward even higher achievement and business results, to tie their goals
and interests to those of the Company and its Shareholders and to enable the
Company to attract and retain highly qualified executive employees. The LTIP is
also intended to secure the full deductibility of incentive compensation payable
to the Company's Named Executive Officers whose compensation is required to be
reported in the Company's proxy statement. All compensation payable hereunder to
such persons is intended to qualify as "performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.
The Compensation Committee previously determined that certain officers,
including all of the Named Executive Officers, are eligible to receive
compensation under the LTIP.
The Compensation Committee previously set the following performance goals,
to be weighted equally: average annual return on equity for 1996, 1997, 1998 and
1999 compared to a goal of a 15% return on equity and total shareholder return
from December 31, 1996 to December 31, 1999 as compared with the S&P Insurance
Composite Return for the period.
The average annual return on equity for 1996, 1997, 1998 and 1999 was
16.7%. The total shareholder return from December 31, 1996 to December 31, 1999
was 0.3% as compared with the S&P Insurance Composite Return for the period
which was 16.1%.
The awards for the Named Executive Officers, including the former CEO,
under the LTIP for the 1996-1999 performance period were calculated on the basis
of the foregoing performance goals.
HORACE MANN EDUCATORS CORPORATION DEFERRED COMPENSATION PLAN
Effective December 1, 1997, the Company established the Horace Mann
Educators Corporation Deferred Compensation Plan (the "Deferred Compensation
Plan" or "DCP") whereby employees of the Company who are eligible for the LTIP
described above may defer receipt of all or a part of their STIP bonus
compensation and/or their LTIP bonus compensation on a pretax basis to common
stock equivalent units. The DCP is an unfunded plan and is maintained by the
Company primarily for the purpose of providing deferred compensation for a
select group of highly compensated management employees. More particularly, the
purposes of the DCP are to align the interests of certain employees more closely
with the interests of other Shareholders of the Company, to encourage the
highest level of certain employee performance by providing those employees with
a direct interest in the Company's attainment of its financial goals and to help
attract and retain certain qualified employees.
To the extent an investment or distribution of cash or Common Stock may be
made under the DCP, the DCP is intended to qualify for the exemption from short
swing profits liability under Section 16(b) of the Exchange Act, provided by
Rule 16b-3 of the Securities and Exchange Commission as now in effect or
hereafter amended.
HORACE MANN EDUCATORS CORPORATION 1991 STOCK INCENTIVE PLAN
In order to attract, retain and motivate employees, the Company maintains
the Horace Mann Educators Corporation 1991 Stock Incentive Plan (the `'Option
Plan"). Under the Option Plan, Executive Officers, potential employees, other
employees and certain Directors are eligible to receive stock options, stock
appreciation rights and stock awards.
17
The Option Plan is administered by the Compensation Committee which is
comprised of independent Directors. Subject to the provisions of the Option
Plan, the Compensation Committee determines the type of awards, when and to whom
awards will be granted, the vesting period of the awards and the number of
shares covered by each award.
Stock option awards are granted at the prevailing market value of the
Company's Common Stock and are exercisable for a period of up to 10 years from
the date of grant. Because awards are granted at market value, any realization
of compensation by employees is tied to subsequent increases in the market price
of the Company's Common Stock. The Compensation Committee believes that this
causes an Executive Officer's financial interest with regard to such incentive
compensation to parallel the financial interests of the Shareholders.
The Compensation Committee previously determined that no stock options
would be granted in 2000 to the Executive Officers (based on performance in
1999) unless certain thresholds were met: (i) the Company's operating earnings
per share for 1999 were not less than 90% of the Company's budgeted operating
earnings per share for 1999 and (ii) the individual Officer performed
successfully during 1999 and is performing successfully at the time the award is
granted. Provided the thresholds are met, a percent of the individual's salary
will be calculated pursuant to a formula using the Black-Sholes methodology. The
Committee established 0% - 120% as the range used to calculate the former CEO's
stock award and also specified the ranges used to calculate stock option awards
to the other Named Executive Officers.
With regard to 1999 performance, the Compensation Committee concluded that
no stock options would be granted to the Executive Officers in 2000 based on
performance in 1999. The Compensation Committee made awards of stock and stock
options to the new CEO pursuant to his employment agreement as described in the
section Agreements with Key Employees.
NOTE: The Report on Executive Compensation of the Compensation Committee
and the Stock Price Performance Graph on pages 15, 19 and 20 shall not be deemed
to be incorporated by reference, in whole or in part, by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended.
COMPENSATION COMMITTEE
WILLIAM W. ABBOTT, Chairman
EMITA B. HILL, DONALD E. KIERNAN, JEFFREY L. MORBY and WILLIAM J. SCHOEN,
Members
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STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return* of Horace Mann Educators
Corporation, the S&P 500 Index and the S&P Insurance Composite Index. The graph
assumes $100 invested on December 31, 1994 in Horace Mann Educators Corporation,
S&P 500 Index and S&P Insurance Composite Index.
LINE CHART:
HORACE MANN EDUCATORS CORPORATION STOCK PRICE PERFORMANCE
HMEC S&P Insurance Composite S&P 500
12/94 $100 $100 $100
12/95 $149 $142 $137
12/96 $195 $175 $168
12/97 $278 $256 $224
12/98 $282 $264 $287
12/99 $197 $274 $347
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The graph below compares cumulative total return* of Horace Mann Educators
Corporation, the S&P 500 Index and the S&P Insurance Composite Index. The graph
assumes $100 invested on November 18, 1991 (the date of the Company's initial
public offering of its Common Stock) in Horace Mann Educators Corporation, S&P
500 Index and S&P Insurance Composite Index.
LINE CHART:
HMEC S&P Insurance Composite S&P 500
Nov-91 100 100 100
Dec-91 124 113 109
Dec-92 160 133 117
Dec-93 141 141 129
Dec-94 122 141 130
Dec-95 181 201 179
Dec-96 238 252 220
Dec-97 338 368 294
Dec-98 343 381 378
Dec-99 240 394 457
- ----------
* The S&P 500 Index, as published by Standard & Poor's ("S&P"), assumes daily
reinvestment of dividends in calculating total return. The S&P Insurance
Index assumes monthly dividend reinvestment. Horace Mann Educators
Corporation assumes reinvestment of dividends when paid.
20
PROPOSAL NO. 2
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation contains a retirement policy
with regard to the Company's Board of Directors, prohibiting directors from
standing for re-election to the Board if they are 72 years of age or older.
Historically, certain limited exceptions to that policy were included in the
original policy and were approved by the Shareholders. The Board believes that
circumstances justifying an additional limited exception to that policy exist
and are therefore requesting that the Shareholders approve an Amendment to the
Certificate of Incorporation permitting Ralph S. Saul to stand for re-election
to the Board at the Annual Meeting so as to serve on the Board for one
additional year. The text of the proposed amendment is attached hereto as
Exhibit A.
Upon Mr. Kardos' retirement from the Board at the Annual Meeting, Mr. Saul
will be the director with the longest tenure of service with the Company. Mr.
Saul has previously served as Chairman of the Board and Lead Outside Director
since Mr. Kardos became Chairman. The Board's intention, if the Board Amendment
is passed and Mr. Saul is re-elected to the Board, is to elect Mr. Saul as the
Chairman of the Board at the organizational meeting of the Board following the
Annual Meeting. The Board unanimously feels that with the change in leadership
of the Company effected this year, it is in the interests of the Shareholders
for Mr. Saul to continue with the Board in a leadership role, notwithstanding
his age, and for the Board to retain Mr. Saul's experience and knowledge, both
of the insurance industry in general and with the Company in particular. Mr.
Saul, who remains extremely active in corporate and regulatory matters, has
consented to do so, but only for one additional year.
Therefore, the Board urges Shareholders to approve the Board Amendment.
Proxies solicited by and on behalf of the Board of Directors will be voted "FOR"
the Board Amendment.
PROPOSAL NO. 3
AMENDMENT TO THE COMPANY'S 1991 STOCK INCENTIVE PLAN
The Board of Directors has unanimously approved, and recommends to the
Shareholders, the addition of 2,000,000 shares of Common Stock to the authorized
shares available for awards under the 1991 Stock Incentive Plan.
When the Plan was created in 1991, it contained an original authorization
of up to 2,000,000 shares of Common Stock. Other than the stock split in
December 1997, there has been no change in that number since creation of the
Plan. As of March 15, 2000, 3,782,138 shares of Common Stock have been used
under the Plan, leaving only 217,862 shares, and are therefore not available for
additional grants. The Board continues to believe that grants under the 1991
Stock Incentive Plan constitute an excellent tool to motivate employees of the
Company and to align their interests with those of the Shareholders, as is
discussed in more detail in the Report on Executive Compensation of the
Compensation Committee of the Board of Directors, contained herein. The reason
for the requested increase is to make shares available for future grants under
the Plan. The increase in the number of shares is believed by the Board to be a
reasonable number to provide flexibility to the Board to make such grants for a
number of years to come.
Therefore, the Board of Directors urges Shareholders to approve the Option
Plan Amendment. Proxies solicited by and on behalf of the Board of Directors
will be voted "FOR" the Option Plan Amendment.
PROPOSAL NO. 4
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants selected by the Board for the Company's
fiscal year ending December 31, 2000 are KPMG LLP. KPMG LLP served in that
capacity for the fiscal year ended December 31, 1999. A representative of that
firm is expected to be present at the Annual Meeting of the Company. The
representative will be given an
21
opportunity to make a statement to the Shareholders and he or she is expected to
be available to respond to appropriate questions from Shareholders of the
Company.
OTHER MATTERS
COPIES OF ANNUAL REPORT ON FORM 10-K
The Company will furnish, without charge, a copy of its most recent Annual
Report on Form 10-K to the Securities and Exchange Commission to each person
solicited hereunder who mails a written request to the Investor Relations
Department, Horace Mann Educators Corporation, 1 Horace Mann Plaza, Springfield,
Illinois, 62715-0001. The Company also will furnish, upon payment of a
reasonable fee to cover reproduction and mailing expenses, a copy of all
exhibits to the Annual Report on Form 10-K.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposals of Shareholders intended to be presented for inclusion in the
Company's Proxy Statement and Form of Proxy for the next Annual Meeting
scheduled to be held in 2001 must be received in writing by Ann M. Caparros,
Corporate Secretary, 1 Horace Mann Plaza, Springfield, Illinois, 62715-0001 not
later than December 31, 2000 in order for such proposal to be considered for
inclusion in the Company's Proxy Statement and proxy relating to the 2001 Annual
Meeting.
Shareholders are urged to complete, sign and date the accompanying proxy
card and return it in the enclosed envelope, to which no postage need be affixed
if mailed in the United States.
By order of the Board of Directors,
/s/ Ann M. Caparros
Ann M. Caparros
Corporate Secretary
Springfield, Illinois
March 31, 2000
Again, we call your attention to the enclosed proxy card. PLEASE VOTE,
DATE, SIGN AND RETURN IT PROMPTLY, regardless of whether you plan to attend the
meeting.
22
EXHIBIT A
HORACE MANN EDUCATORS CORPORATION
1991 STOCK INCENTIVE PLAN
AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 1999
AMENDMENT 1
Effective May 25, 2000, the Horace Mann Educators Corporation 1991 Stock
Incentive Plan Amended and Restated Effective December 31, 1999("Plan") is
amended in accordance with the terms and conditions of the Plan as follows.
Amend and restate the first paragraph of Section 3 to read in its entirety:
Initially, the total number of shares of Common Stock reserved and
available for distribution pursuant to Awards under the Plan was 2,000,000.
Pursuant to the 2-for-1 split of Common Stock effective December 15, 1997,
an additional 2,000,000 shares of Common Stock were reserved and available
for distribution pursuant to Awards under the Plan. An additional 2,000,000
shares are hereby reserved and available for distribution pursuant to
Awards under the Plan. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
Horace Mann(R)
Insuring America's Educational Community
The Horace Mann Companies
1 Horace Mann Plaza
Springfield, Illinois 62715-0001
217-789-2500
www.horacemann.com
HA-C00329