FILED PURSUANT TO RULE 424(b)(3) AND (c)
REGISTRATION NUMBER 333-98043
PROSPECTUS SUPPLEMENT
(to prospectus, dated November 7, 2002, and
to the prospectus supplements, dated November 14, 2002,
November 19, 2002 and November 27, 2002)
HORACE MANN EDUCATORS CORPORATION
$353,500,000
SENIOR CONVERTIBLE NOTES DUE 2032
AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THE SENIOR CONVERTIBLE NOTES
This prospectus supplement supplements our prospectus, dated November 7, 2002,
and our prospectus supplements, dated November 14, 2002, November 19, 2002 and
November 27, 2002, relating to the sale by certain of our securityholders, or by
their transferees, pledgees, donees or other successors, of up to $353,500,000
aggregate principal amount of our senior convertible notes due 2032 and the
common shares issuable upon the conversion of the notes. You should read this
supplement in conjunction with the prospectus and the previous prospectus
supplements. This supplement is qualified by reference to the prospectus and the
previous prospectus supplements, except to the extent the information in this
supplement supersedes the information contained in the prospectus or in the
previous prospectus supplements.
Investing in the notes involves Risks.
See "Risk Factors" beginning on page 13 of the
prospectus.
Neither the Securities and Exchange Commission nor any other state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
SELLING SECURITYHOLDERS
The following table provides information regarding the principal amount of notes
beneficially owned by certain of our selling securityholders, the percentage of
outstanding notes held by these selling securityholders, the number of our
common shares beneficially owned by these selling securityholders, the number of
our common shares each selling securityholder would beneficially own upon
conversion of its entire principal amount of notes and the percentage of our
outstanding common shares held by these selling securityholders.
The table below supersedes the table of securityholders contained on pages 2
through 4 of the prospectus supplement dated November 14, 2002, which superseded
the table of securityholders contained on pages 57 through 59 of the
prospectus, and our previous prospectus supplements. This information was
furnished to us by the selling securityholders listed below on or before
December 10, 2002. Because selling securityholders may trade all or some of the
notes listed at any time without notifying us, the table below may not reflect
the exact value of notes held by each selling securityholder on the date of this
supplement.
The date of this prospectus supplement is December 13, 2002.
Number of
Shares of
Principal Number of Common Stock
Amount of Notes Percentage Shares of Underlying the
Beneficially of Notes Common Stock Notes and Percentage of
Name of Selling Securityholder Owned and Outstanding Beneficially Offered Hereby Common Stock
(1) Offered Hereby (2) Owned (3) (4) (5) Outstanding (6)
--- -------------- --- --------- ------- ---------------
1976 Distribution Trust FBO
Jane A. Lauder $ 36,000 * 0 639 0
1976 Distribution Trust FBO
A.R. Lauder/Zinterhofer 18,000 * 0 319 0
2000 Revocable Trust FBO A.R
Lauder/Zinterhofer 18,000 * 0 319 0
Advent Convertible Master
Cayman L.P. 18,791,000 7.69 0 333,784 0
Aid Association for Lutherans,
as successor to Lutheran
Brotherhood 3,000,000 1.23 0 53,289 0
AIG DKR SoundShore Opportunity
Holding Fund Ltd. (formerly
DKR Fixed Income Holding
Fund Ltd.) 2,500,000 1.02 0 44,407 0
Akela Capital Master Fund, Ltd. 3,000,000 1.23 0 53,289 0
Allentown City Firefighters
Pension Plan 63,000 * 0 1,119 0
Allentown City Officers &
Employees Pension Fund 48,000 * 0 852 0
Allentown City Police Pension
Plan 76,000 * 0 1,349 0
Alpha US Sub Fund 4, LLC 1,486,000 * 0 26,395 0
Arapahoe County Colorado 138,000 * 0 2,451 0
Argent Classic Convertible
Arbitrage Fund L.P. 1,800,000 * 0 31,973 0
Argent Classic Convertible
Arbitrage Fund (Bermuda)
Ltd 3,200,000 1.31 0 56,841 0
Argent LowLev Convertible
Arbitrage Fund LLC 300,000 * 0 5,328 0
Argent LowLev Convertible
Arbitrage Fund Ltd. 3,500,000 1.43 0 62,170 0
Arlington County Employees
Retirement System 1,500,000 * 0 26,644 0
Banc of America Securities LLC 2,750,000 1.12 0 48,848 0
2
Number of
Shares of
Principal Number of Common Stock
Amount of Notes Percentage Shares of Underlying the
Beneficially of Notes Common Stock Notes and Percentage of
Name of Selling Securityholder Owned and Outstanding Beneficially Offered Hereby Common Stock
(1) Offered Hereby (2) Owned (3) (4) (5) Outstanding (6)
--- -------------- --- --------- ------- ---------------
British Virgin Islands Social
Security Board $ 197,000 * 0 3,499 0
Calamos Market Neutral Fund --
Calamos Investment Trust 6,000,000 2.45 0 106,578 0
City of New Orleans 568,000 * 0 10,089 0
City University of New York 341,000 * 0 6,057 0
Clinton Convertible Managed
Trading Account I Limited 4,700,000 1.92 0 83,486 0
Clinton Multistrategy Master
Fund, Ltd. 12,800,000 5.24 0 227,366 0
Clinton Riverside Convertible
Portfolio Limited 14,300,000 5.85 0 254,010 0
Commonwealth Professional
Assurance Co. c/o Income
Research & Management 930,000 * 0 16,519 0
Consulting Group Capital
Markets Funds 200,000 * 0 3,552 0
Context Convertible Arbitrage
Fund 1,000,000 * 0 17,763 0
Convertible Securities Fund 130,000 * 0 2,309 0
Credit Suisse First Boston
Corporation 2,500,000 1.02 0 44,407 0
Credit Suisse First Boston
Europe Limited 35,000,000 14.31 0 621,705 0
DBAG London 855,000 * 0 15,187 0
Delaware Public Employees
Retirement System 2,644,000 1.08 0 46,965 0
Elm (IFI) Limited 67,500 * 0 1,199 0
Georgia Municipal Employee
Benefit System 1,624,000 * 0 28,847 0
Grady Hospital Foundation 300,000 * 0 5,328 0
Hamilton Multi-Strategy Master
Fund, L.P. 4,000,000 1.64 0 71,052 0
HFR CA Select Fund 1,000,000 * 0 17,763 0
HFR Convertible Arbitrage
Account 1,434,000 * 0 25,472 0
Highbridge International LLC 43,000,000 17.59 0 763,809 0
Independence Blue Cross 918,000 * 0 16,306 0
JP Morgan Securities Inc. 8,000,000 3.27 58 142,104 *
KBC Convertible Opportunities
Fund 7,000,000 2.86 0 124,341 0
Lyxor 4,056,000 1.66 0 72,046 0
Lyxor Master Fund Ref: Argent/
LowLev CB 800,000 * 0 14,210 0
McMahan Securities Co. L.P. 10,000,000 4.09 0 177,630 0
Merrill Lynch Insurance Group 741,000 * 0 13,162 0
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 14,316,000 5.86 0 254,295 0
Minnesota Power and Light 368,000 * 0 6,536 0
Municipal Employees 511,000 * 0 9,076 0
3
Number of
Shares of
Principal Number of Common Stock
Amount of Notes Percentage Shares of Underlying the
Beneficially of Notes Common Stock Notes and Percentage of
Name of Selling Securityholder Owned and Outstanding Beneficially Offered Hereby Common Stock
(1) Offered Hereby (2) Owned (3) (4) (5) Outstanding (6)
--- -------------- --- --------- ------- ---------------
Nations Convertible Securities
Fund $ 9,870,000 4.04 0 175,320 0
New Orleans Firefighters
Pension/ Relief Fund 308,000 * 0 5,471 0
Occidental Petroleum
Corporation 588,000 * 0 10,444 0
Ohio Bureau of Workers
Compensation 399,000 * 0 7,087 0
Policeman and Firemen
Retirement System of the
City of Detroit 1,405,000 * 0 24,957 0
Pro-mutual 1,683,000 * 0 29,895 0
Quattro Fund Ltd. 3,000,000 1.23 0 53,289 0
Reliant Trading 873,000 * 0 15,507 0
SAM Investments LDC 12,500,000 5.11 0 222,037 0
San Diego County Employees
Retirement Association 3,500,000 1.43 0 62,170 0
SG Cowen Securities -
Convertible Arbitrage 15,000,000 6.13 0 266,445 0
Shell Pension Trust 891,000 * 0 15,826 0
Shepherd Trading Limited 1,309,500 * 0 23,260 0
State of Georgia c/o Income
Research & Management 1,000,000 * 0 17,763 0
State of Maryland Retirement
Agency 7,215,000 2.95 0 128,160 0
Sunrise Partners Limited
Partnership 2,500,000 1.02 0 44,407 0
Sutton Brook Capital
Portfolio, LP 29,000,000 11.86 0 515,127 0
Tag Associates 344,000 * 0 6,110 0
Teachers Insurance and Annuity
Association 18,400,000 7.53 0 326,839 0
The Coast Fund L.P. 4,500,000 1.84 0 79,933 0
The Grable Foundation 208,000 * 0 3,694 0
Trustmark Insurance 776,000 * 0 13,784 0
Tufts Associated Health Plan
c/o Income Research &
Management 4,250,000 1.74 0 75,492 0
UMASS Memorial Health Care c/o
Income Research & Management 840,000 * 0 14,920 0
UMASS Memorial Investment
Partnership c/o Income
Research & Management 840,000 * 0 14,920 0
University of Massachusetts
c/o Income Research &
Management 640,000 * 0 11,368 0
Wachovia Bank National
Association 27,645,000 11.31 0 491,058 0
Wachovia Securities
International Ltd. 23,500,000 9.61 0 417,430 0
White River Securities LLC 11,000,000 4.50 0 195,393 0
Wolverine Trading LP 2,500,000 1.02 0 44,407 0
4
Number of
Shares of
Principal Number of Common Stock
Amount of Notes Percentage Shares of Underlying the
Beneficially of Notes Common Stock Notes and Percentage of
Name of Selling Securityholder Owned and Outstanding Beneficially Offered Hereby Common Stock
(1) Offered Hereby (2) Owned (3) (4) (5) Outstanding (6)
--- -------------- --- --------- ------- ---------------
Zazove Hedged Convertible Fund
L.P $ 3,500,000 1.43 0 62,170 0
Zazove Income Fund L.P. 2,500,000 1.02 0 44,407 0
Zurich Institutional Beachmark
Master Fund Ltd 400,000 * 0 7,105 0
Zurich Institutional
Beachmarks Master Fund Ltd 3,000,000 1.23 0 53,289 0
Zurich Institutional Benchmark
Management
c/o Quattro Global Capital,
LLC 800,000 * 0 14,210 0
Zurich Institutional
Benchmarks Master Fund Ltd 4,000,000 1.64 0 71,052 0
* Less than 1%.
(1) Also includes any sale of the notes and the underlying common stock by
pledgees, donees, transferees or other successors in interest that
receive such securities by pledge, gift, distribution or other non-sale
related transfer from the named selling securityholders.
(2) Based on $244,500,000 aggregate principal amount of notes outstanding
as of December 12, 2002, net of $56,000,000 aggregate principal amount
of notes held by Horace Mann.
(3) Excludes common stock issuable upon conversion of the selling
securityholder's notes.
(4) Assumes conversion of all of the selling securityholder's notes at a
conversion rate of 17.763 per note and a cash payment in lieu of the
issuance of any fractional share interest. However, this conversion
rate is subject to adjustment as described under "Description of the
Notes -- Conversion Rights." As a result, the number of common stock
issuable upon conversion of the notes may increase or decrease in the
future.
(5) Reflects rounding down of fractional common stock issuable to each
selling securityholder upon conversion of the notes.
(6) Calculated based on Rule 13d-3 of the Securities Exchange Act of 1934
using 42,691,244 shares of common stock outstanding as of December 12,
2002. In calculating this amount, we did not treat as outstanding the
common stock issuable upon conversion of notes.
5