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
and November 19, 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 and November 19, 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 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superseded the table of security holders contained on pages 57 through 59 of the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, 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 November 26, 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 27, 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)
------------------------- --------------- ----------- ------------ --------------- ---------------
Advent Convertible Master
Cayman L.P. $ 18,791,000 6.25 0 333,784 0
Delaware Public Employees
Retirement System 2,644,000 * 0 46,965 0
HFR Convertible Arbitrage
Account 1,434,000 * 0 25,472 0
Lyxor 4,056,000 1.35 0 72,046 0
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 14,316,000 4.76 0 254,295 0
The Coast Fund, L.P. 4,500,000 1.50 0 79,933 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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