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, November 27, 2002,
December 13, 2002 and December 23, 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,
November 27, 2002, December 13, 2002 and December 23, 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 supplements or amends the table of securityholders contained on
pages 2 through 5 of the prospectus supplement dated December 13, 2002, which
superseded the table of security holders contained in the prospectus and our
previous prospectus supplements. Where the name of a selling securityholder
identified in the table below also appears in the table in the prospectus or in
the previous prospectus supplements, the information set forth in the table
below regarding that selling securityholder supersedes the information in the
prospectus or in the previous prospectus supplements. This information was
furnished to us by the selling securityholders listed below on or before January
14, 2003. 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 January 16, 2003.
Number of
Principal Shares of
Amount of Number of Common Stock
Notes Shares of Underlying Percentage
Beneficially Percentage Common the Notes of Common
Owned and of Notes Stock and Offered Stock
Name of Selling Offered Outstanding Beneficially Hereby (4) Outstanding
Securityholder (1) Hereby (2) Owned (3) (5) (6)
------------------ ------ --- --------- --- ---
Advent Convertible
Master Cayman L.P. $ 20,266 * 0 355 0
Burroughs Wellcome Fund 1,540,000 * 41,100 27,355 *
HFR Convertible
Arbitrage Account 1,651,000 * 0 29,326 0
M.E.R.S. of Michigan 11,045,000 4.52 297,250 196,192 *
R.R. Donnelley & Sons 2,574,000 1.05 69,650 45,721 *
The Cain Foundation 158,000 * 0 2,806 0
Washington University 3,683,000 1.51 87,800 65,421 *
* 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.
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