0000024090-19-000024.txt : 20190715 0000024090-19-000024.hdr.sgml : 20190715 20190715100626 ACCESSION NUMBER: 0000024090-19-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190712 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190715 DATE AS OF CHANGE: 20190715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS, INC. CENTRAL INDEX KEY: 0000024090 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 840755371 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16509 FILM NUMBER: 19954292 BUSINESS ADDRESS: STREET 1: 2900 ESPERANZA CROSSING STREET 2: 2ND FLOOR CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5128377100 MAIL ADDRESS: STREET 1: P O BOX 149151 CITY: AUSTIN STATE: TX ZIP: 78714 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL INVESTORS LIFE INC DATE OF NAME CHANGE: 19881222 8-K 1 form8-k7x2019irsclosingagr.htm 8-K Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2019

 
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
 

COLORADO
 
0-16509
 
84-0755371
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2900 Esperanza Crossing, Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
(512) 837-7100
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock
CIA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

 


Item 8.01 Other Events.
 
On June 7, 2019, two domestic subsidiaries of Citizens, Inc. (the “Company”), CICA Life Insurance Company of America (“CICA”) and Citizens National Life Insurance Company (“CNLIC”), each entered into a closing agreement with the Internal Revenue Service (“IRS”) covering their respective domestic life insurance businesses (the “Closing Agreements”). The Closing Agreements were pursuant to Section 7121 and Rev. Proc. 2008-40 and related to the IRS’s earlier determination that a portion of the life insurance policies issued by CICA and CNLIC failed to qualify for the favorable U.S. federal income tax treatment afforded by Section 7702 of the Internal Revenue Code of 1986. Pursuant to the Closing Agreements, CICA and CNLIC agreed to pay the IRS $123,778.86 and $4,117.66, respectively, and take action to amend the insurance policies that are the subject to the Closing Agreements through the addition of an endorsement. Such payments were made to the IRS on July 12, 2019.
The Company has yet to settle past liabilities with the IRS relating to the international insurance policies issued by CICA, which were novated to CICA Life Ltd. (“CICA Ltd.”), the Company’s Bermuda subsidiary, effective July 1, 2018. A discussion of the estimated liability relating to CICA Ltd. can be found in Note 7. Commitments and Contingencies in the notes to the consolidated financial statements included in the Company’s Form 10-Q for the quarter ended March 31, 2019.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS, INC.
 
 
By:
 
/s/ Geoffrey M. Kolander
 
 
President and Chief Executive Officer
Date: July 15, 2019