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,
December 23, 2002, January 16, 2003, February 10, 2003,
March 10, 2003, March 18, 2003, July 7, 2003,
August 26, 2003, November 4, 2003 and December 31, 2003)
HORACE MANN EDUCATORS CORPORATION
$353,500,000
SENIOR CONVERTIBLE NOTES DUE 2032
AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THE SENIOR CONVERTIBLE NOTES
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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, December 23, 2002, January 16, 2003,
February 10, 2003, March 10, 2003, March 18, 2003, July 7, 2003, August 26,
2003, November 4, 2003 and December 31, 2003, 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 stock 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 each selling securityholder, the number of shares of
our common stock beneficially owned by each selling securityholder, the number
of shares of our common stock each selling securityholder would beneficially own
upon conversion of its entire principal amount of notes and the percentage of
our outstanding common stock held by each selling securityholder.
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 securityholders contained in the prospectus and our
previous prospectus supplements filed prior to December 13, 2002. 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 27, 2004. 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 28, 2004.
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Number of Shares
Principal Amount Number of of Common Stock
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)
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Lyxor/Convertible Arbitrage $ 141,000 * 0 2,504 0
Fund, Limited
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Singlehedge U.S. Convertible 419,000 * 0 7,442 0
Arbitrage Fund
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* 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 shares of 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 shares of
common stock issuable upon conversion of the notes may increase or
decrease in the future.
(5) Reflects rounding down of fractional shares of 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 shares of common stock issuable upon conversion of notes.
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