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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 17, 1996
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ALLMERICA FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-13754 04-3263626
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D.
of Incorporation) Number)
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440 Lincoln Street, Worcester, Massachusetts 01653
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(Address of Principal Executive Offices) (Zip Code)
(508) 855-1000
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Registrant's Telephone Number, including area code
Page 1 of 4 pages
Exhibit Index on page 4
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Item 5. Other Events
On December 17, 1996, Allmerica Financial Corporation ("AFC") a 59.5%
stockholder of Allmerica Property & Casualty Companies, Inc. ("Allmerica P&C"),
announced that AFC's Board of Directors had made a proposal to the Board of
Directors of Allmerica P&C to acquire the shares of Common Stock of Allmerica
P&C that AFC and its subsidiaries do not already own (the "Acquisition"). Under
the proposal, each outstanding share of Allmerica P&C (other than shares owned
by AFC and its subsidiaries) would be exchanged for $16.59 in cash and .385 of a
share of AFC Common Stock (the "Merger Consideration"). Approximately $401
million of the aggregate Merger Consideration would be paid in cash and the
balance would be paid by the issuance of an aggregate of 9.3 million shares of
AFC Common Stock. Allmerica P&C shareholders would be permitted to elect to
receive the Merger Consideration all in cash, or alternatively, all in shares of
AFC Common Stock, subject to proration in the event either election is over-
subscribed.
Under the Proposal, Allmerica P&C would merge with a wholly-owned
acquisition subsidiary of AFC. Immediately before the merger, the Common Stock
of Allmerica P&C held by SMA Financial Corp. would be exchanged for Class B
Common Stock of Allmerica P&C. Upon consummation of the merger, Allmerica P&C
would be a wholly-owned subsidiary of AFC (the "Acquisition").
A copy of the written proposal provided to Allmerica P&C's Board of
Directors and AFC's press release announcing such proposal are attached hereto
as Exhibits 1 and 2, respectively, and each document is incorporated by
reference herein.
Item 7. Financial Statements and Exhibits
Exhibit 1 Proposal made to Allmerica P&C's Board of Directors by
AFC's Board of Directors regarding the Acquisition.
Exhibit 2 Press Release of AFC dated December 17, 1996 announcing
its proposal to Allmerica P&C's Board of Directors
regarding the Acquisition.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ALLMERICA FINANCIAL CORPORATION
By: /s/ John F. Kelly
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Title: Vice President
Date: December 18, 1996
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Exhibit Index Page
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Exhibit 1 Proposal made to Allmerica P&C's Board of Directors by AFC's
Board of Directors regarding the Acquisition.
Exhibit 2 Press Release of AFC dated December 17, 1996 announcing
its proposal to Allmerica P&C's Board of Directors regarding
the Acquisition.
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