HMN » Topics » SCHEDULE B

This excerpt taken from the HMN 10-K filed Feb 28, 2008.


SCHEDULE I

HORACE MANN EDUCATORS CORPORATION

ALIGN="center">SUMMARY OF INVESTMENTS-OTHER THAN INVESTMENTS IN RELATED PARTIES

SIZE="2">December 31, 2007

This excerpt taken from the HMN 8-K filed Apr 21, 2006.

SCHEDULE B

LOGO

Horace Mann Educators Corporation $125 million Senior Notes due 04/15/2016

 

Issuer:    Horace Mann Educators Corporation (“Horace Mann”)
Security offered:    $125 million aggregate principal amount of senior notes (the “Securities”).
Trade Date:    April 18th, 2006
Settlement Date:    April 21st, 2006
Maturity:    April 15th, 2016
Coupon:    6.85%
Pay Dates:    Semi-annual, 30/360 day count: April 15th and October 15th, Initial Coupon October 15th, 2006
Purchase Price (to Investors):    99.695% of par
Yield to Investors:    6.893%
Spread:    +190 basis points versus UST 4.500% due 2/16 (Strike Price: 96-6+ Strike Yield: 4.993%)
Redemption and Redemption Price:    Make-whole call (T+30)
Ranking:    The Securities are unsecured senior indebtedness
Registration:    SEC Registered, Shelf Takedown
Key Covenants:    Standard investment grade covenants
Use of Proceeds:    Approximately $74.0 million of the net proceeds will be used to reduce the amount currently outstanding under the Issuer’s bank credit agreement, which borrowings were used to retire other corporate indebtedness. The Issuer may reborrow these amounts under the terms of its bank credit agreement. Any remaining net proceeds will be used for general corporate purposes, and potentially to reduce other corporate indebtedness.
Underwriter:    Keefe, Bruyette & Woods
Cusip:    440327 AJ 3


The issuer has filed a registration statement (including a prospectus) with the SEC (File No., 333-111234) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or the “Investor Relations” section of the issuer’s web site at www.horacemann.com. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1(800) 966-1559.

Any legends, disclaimers or other notices that may appear below or on any electronic communication to which this free writing prospectus is attached which state that (1) these materials do not constitute an offer (or a solicitation of an offer), (2) no representation is made as to the accuracy or completeness of these materials and that these materials may not be updated or (3) these materials may be confidential are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.

 

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SCHEDULE C

Material Subsidiaries

Horace Mann Insurance Company

Horace Mann Life Insurance Company

Horace Property & Casualty Insurance Company

Teachers Insurance Company

 

C - 1


This excerpt taken from the HMN 8-K filed Jun 9, 2005.

SCHEDULE II

 

TITLE OF DESIGNATED SECURITIES:

 

6.05% Senior Notes

 

due June 15, 2015

 

AGGREGATE PRINCIPAL AMOUNT:

 

$75,000,000

 

PRICE TO PUBLIC:

 

99.643% of the principal amount of the Designated Securities, plus accrued interest, if any, from June 9, 2005

 

PURCHASE PRICE BY UNDERWRITERS:

 

98.993% of the principal amount of the Designated Securities, plus accrued interest from June 9, 2005

 

FORM OF DESIGNATED SECURITIES:

 

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC

 

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

 

Federal (same day) funds

 

TIME OF DELIVERY:

 

10:00 a.m. (New York City time), June 9, 2005

 

INDENTURE:

 

Indenture dated June 9, 2005, between the Company and JPMorgan Chase Bank, N.A., as Trustee and First Supplemental Indenture dated June 9, 2005, between the Company and JPMorgan Chase Bank, N.A., as Trustee

 

MATURITY: June 15, 2015

 

INTEREST RATE:

 

6.05%

 

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INTEREST PAYMENT DATES:

 

June 15 and December 15 of each year, commencing December 15, 2005

 

REDEMPTION PROVISIONS:

 

The Designated Securities will be redeemable, at the option of the Company, in whole at any time or in part from time to time (a “Redemption Date”), at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Designated Securities to be redeemed and (ii) an amount equal to the sum of the present values of the remaining scheduled payments for principal and interest on the Designated Securities to be redeemed, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points; plus in each case, accrued and unpaid interest on the Designated Securities to be redeemed to, but excluding, such Redemption Date.

 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Designated Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Designated Securities.

 

“Comparable Treasury Price” means with respect to any Redemption Date for the Designated Securities (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Independent Investment Banker” means Goldman, Sachs & Co. and any successor firm or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company that is acceptable to the Trustee.

 

“Reference Treasury Dealer” means each of Goldman, Sachs & Co. and four other primary U.S. government securities dealers (each a “Primary Treasury Dealer”), as specified by the Company; provided that (1) if any of Goldman, Sachs & Co. or any Primary Treasury Dealer as specified by the Company shall cease to be a Primary Treasury Dealer, the Company will substitute therefore another Primary Treasury Dealer and (2) if the Company fails to select a substitute within a reasonable period of time, then the substitute will be a Primary Treasury Dealer selected by the Trustee after consultation with the Company.

 

“Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the

 

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Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day (as defined in the Indenture) preceding such Redemption Date.

 

“Treasury Rate” means the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

 

The Company shall notify the Trustee of the Redemption Price with respect to the foregoing redemption promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption Price.

 

If less than all of the Designated Securities are to be redeemed, The Depository Trust Company, as depositary, shall determine, in accordance with its procedures, the principal amount of such Designated Securities held by each beneficial owner of such Designated Securities to be redeemed. The Depository Trust Company may select notes and portions of notes in amounts of $2,000 and integral multiples of $1,000.

 

SINKING FUND PROVISIONS:

 

No sinking fund provisions

 

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

 

June 9, 2005 at 10:00 a.m. New York City time at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, New York 10019

 

ADDITIONAL CLOSING CONDITIONS:

 

See Section 7 of the Underwriting Agreement

 

NAMES AND ADDRESSES OF REPRESENTATIVES:

 

Designated Representatives:

   Goldman, Sachs & Co.
Address for Notices, etc.:    85 Broad Street
     New York, New York 10004
     Attention: Registration Department

 

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