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 supplement dated November 14, 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 supplement dated November 14, 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 supplement. This supplement is qualified by
reference to the prospectus and the previous prospectus supplement, except to
the extent the information in this supplement supersedes the information
contained in the prospectus or in the previous prospectus supplement.
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 supplements or amends the table of securityholders contained on
pages 2 through 4 of the prospectus supplement dated November 14, 2002, which
superseded the table of
security holders contained on pages 57 through 59 of the prospectus. Where the
name of a selling securityholder identified in the table below also appears in
the table in the prospectus or the previous prospectus supplement, the
information set forth in the table below regarding that selling securityholder
supersedes the information in the prospectus and the previous prospectus
supplement. This information was furnished to us by the selling securityholders
listed below on or before November 18, 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 November 19, 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 Owned and Outstanding Beneficially Offered Hereby Common Stock
Securityholder (1) Offered Hereby (2) Owned (3) (4) (5) Outstanding (6)
------------------------------ --------- ----------- ------------ -------------- ------------
Elm (IFI) Limited $ 67,500 * 0 1,199 0
Reliant Trading 873,000 * 0 15,507 0
San Diego County Employees
Retirement Association 3,500,000 1.16 0 62,170 0
SG Cowen Securities -
Convertible Arbitrage 15,000,000 4.99 0 266,445 0
Shepherd Trading Limited 1,309,500 * 0 23,260 0
Zazove Hedged Convertible Fund
L.P. 3,500,000 1.16 0 62,170 0
Zazove Income Fund L.P. 2,500,000 * 0 44,407 0
Zurich Institutional
Benchmarks Master Fund Ltd 4,000,000 1.33 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 $300,500,000 aggregate principal amount of notes outstanding as of
November 12, 2002.
(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
40,853,319 shares of common stock outstanding as of October 31, 2002. In
calculating this amount, we did not treat as outstanding the common stock
issuable upon conversion of notes.
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