Common use of INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Clause in Contracts

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. BUSINESS OF APY APY is a non-insurance holding company organized as a Delaware corporation in 1992 to hold all of the outstanding shares of Hanover. APY, through its primary insurance operating subsidiaries, Hanover and Citizens Insurance Company of America ("Citizens Insurance"), is engaged in the business of underwriting personal and commercial property and casualty insurance. Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (except for flooding), theft and vandalism, and against third party liability claims. Commercial automobile coverage insures businesses against losses incurred form personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Workers' compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers' compensation policies are often written in conjunction with other commercial policies. 57 Commercial multiple peril coverage insures businesses against third party liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (except for flooding), theft and vandalism. Both Hanover and Citizens Insurance also offer a variety of other products, such as inland marine, fire, and fidelity and surety insurance. APY provides self-insurance administration services for individual and group risks and writes excess reinsurance coverage for the self-insurance programs it administers through its wholly-owned subsidiary, Citizens Management, Inc. Through its insurance subsidiaries, the Company is licensed to sell property and casualty insurance in all fifty states in the United States, as well as the District of Columbia and all provinces of Canada, except Xxxxxx Xxxxxx Island. Hanover's business is concentrated in the Northeast, primarily Massachusetts, New York, New Jersey and Maine. Citizens' business is predominantly in Michigan and has recently expanded into Indiana and Ohio. Additional information concerning APY is included in the APY Reports incorporated by reference in this Information Statement/Prospectus. See "Available Information" and "Incorporation of Certain Documents by Reference."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. BUSINESS OF APY APY is a non-insurance holding company organized as a Delaware corporation in 1992 to hold all of the outstanding shares of Hanover. APY, through its primary insurance operating subsidiaries, Hanover and Citizens Insurance Company of America ("Citizens Insurance"), is engaged in the business of underwriting personal and commercial property and casualty insurance. Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (except for flooding), theft and vandalism, and against third party liability claims. Commercial automobile coverage insures businesses against losses incurred form personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Workers' compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers' compensation policies are often written in conjunction with other commercial policies. 57 Commercial multiple peril coverage insures businesses against third party liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (except for flooding), theft and vandalism. Both Hanover and Citizens Insurance also offer a variety of other products, such as inland marine, fire, and fidelity and surety insurance. APY provides self-insurance administration services for individual and group risks and writes excess reinsurance coverage for the self-insurance programs it administers through its wholly-owned subsidiary, Citizens Management, Inc. Through its insurance subsidiaries, the Company is licensed to sell property and casualty insurance in all fifty states in the United States, as well as the District of Columbia and all provinces of Canada, except Xxxxxx Xxxxxx Island. Hanover's business is concentrated in the Northeast, primarily Massachusetts, New York, New Jersey and Maine. Citizens' business is predominantly in Michigan and has recently expanded into Indiana and Ohio. Additional information concerning APY is included in the APY Reports incorporated by reference in this Information Statement/Prospectus. See "Available Information" and "Incorporation of Certain Documents by Reference."" UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1997

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. BUSINESS OF APY APY is a non-insurance holding company organized as a Delaware corporation in 1992 to hold all of the outstanding shares of Hanover. APY, through its primary insurance operating subsidiaries, Hanover and Citizens Insurance Company of America ("Citizens Insurance"), is engaged in the business of underwriting personal and commercial property and casualty insurance. Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (except for flooding), theft and vandalism, and against third party liability claims. Commercial automobile coverage insures businesses against losses incurred form personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Workers' compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers' compensation policies are often written in conjunction with other commercial policies. 57 53 Commercial multiple peril coverage insures businesses against third party liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (except for flooding), theft and vandalism. Both Hanover and Citizens Insurance also offer a variety of other products, such as inland marine, fire, and fidelity and surety insurance. APY provides self-insurance administration services for individual and group risks and writes excess reinsurance coverage for the self-insurance programs it administers through its wholly-owned subsidiary, Citizens Management, Inc. Through its insurance subsidiaries, the Company is licensed to sell property and casualty insurance in all fifty states in the United States, as well as the District of Columbia and all provinces of Canada, except Xxxxxx Xxxxxx Island. Hanover's business is concentrated in the Northeast, primarily Massachusetts, New York, New Jersey and Maine. Citizens' business is predominantly in Michigan and has recently expanded into Indiana and Ohio. Additional information concerning APY is included in the APY Reports incorporated by reference in this Information Statement/Prospectus. See "Available Information" and "Incorporation of Certain Documents by Reference."" 54

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. BUSINESS OF APY APY is a non-insurance holding company organized as a Delaware corporation in 1992 to hold all of the outstanding shares of Hanover. APY, through its primary insurance operating subsidiaries, Hanover and Citizens Insurance Company of America ("Citizens Insurance"), is engaged in the business of underwriting personal and commercial property and casualty insurance. Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (except for flooding), theft and vandalism, and against third party liability claims. Commercial automobile coverage insures businesses against losses incurred form personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Workers' compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers' compensation policies are often written in conjunction with other commercial policies. 57 56 Commercial multiple peril coverage insures businesses against third party liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (except for flooding), theft and vandalism. Both Hanover and Citizens Insurance also offer a variety of other products, such as inland marine, fire, and fidelity and surety insurance. APY provides self-insurance administration services for individual and group risks and writes excess reinsurance coverage for the self-insurance programs it administers through its wholly-owned subsidiary, Citizens Management, Inc. Through its insurance subsidiaries, the Company is licensed to sell property and casualty insurance in all fifty states in the United States, as well as the District of Columbia and all provinces of Canada, except Xxxxxx Xxxxxx Island. Hanover's business is concentrated in the Northeast, primarily Massachusetts, New York, New Jersey and Maine. Citizens' business is predominantly in Michigan and has recently expanded into Indiana and Ohio. Additional information concerning APY is included in the APY Reports incorporated by reference in this Information Statement/Prospectus. See "Available Information" and "Incorporation of Certain Documents by Reference." 57 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma consolidated financial information (the "Pro Forma Information") of AFC presented below is based upon its consolidated financial statements, which include the accounts of APY, as adjusted to give effect to the Merger Transactions. The Merger Agreement provides that each outstanding share of APY Common Stock held by an APY Public Stockholder, will be converted into the right to receive (x) 0.4 of a share of AFC Common Stock, and (y) an amount in cash, without interest, equal to $17.60; provided, however, that (1) in the event the Average Stock Price is less than $36.00, the Standard Cash Consideration shall be equal to (A) $32.00 less (B) the Standard Exchange Ratio multiplied by the Average Stock Price and (2) in the event the Average Stock Price is greater than $41.00, the Standard Cash Consideration shall be equal to (A) $34.00 less (B) the Standard Exchange Ratio multiplied by the Average Stock Price. Alternatively, an APY stockholder may elect to receive their merger consideration solely in AFC Common Stock or in cash, subject to proration in the event that the election made by such stockholder is oversubscribed. If no election is made by an APY Public Stockholder, such holder will be deemed to have made a Standard Election with respect to such holder's shares. See "The Merger Transactions--Payment to Stockholders; Election Procedures" and "The Merger Transactions--The Merger Agreement--APY Merger Consideration." The following unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 1997 and for the year ended December 31, 1996 give effect to the Merger Transactions and the offering of 8.207% Series A Capital Securities by AFC Capital Trust I (the "Offering," and together with the Merger Transactions, the "Transactions") as if each had occurred at the beginning of 1997 and 1996, respectively, and is based on the consolidated statement of income of AFC for such period. The following unaudited pro forma condensed consolidated balance sheet at March 31, 1997 gives effect to the Transactions as if each had occurred on such date and is based on the consolidated balance sheet of AFC as of March 31, 1997. The Pro Forma Information is based on available information and on assumptions management believes are reasonable and that reflect the effects of the Transactions. The Pro Forma Information is provided for informational purposes only and should not be construed to be indicative of AFC's consolidated financial position or its results of operations had the transactions been consummated on the dates assumed and does not in any way represent a projection or forecast of AFC's consolidated financial position or consolidated results of operations for any future date or period. The Pro Forma Information should be read in conjunction with the AFC and APY historical consolidated financial statements and the notes thereto included elsewhere in this Information Statement/Prospectus and with the information set forth under "The Merger Transactions," as well as AFC and APY audited consolidated financial statements including the notes thereto, AFC's and APY's management's discussion and analysis of financial condition and results of operations and AFC's and APY's description of business, which are incorporated by reference into this Information Statement/Prospectus. See "Incorporation of Certain Documents by Reference." 58 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1997