-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiRscw2HOjpTt9Rt6aM3XdugQL8zenVTmStIXKdrTxrBwVXRji4o9627wBcQLzs9 Gao9zsjwgGW1WE8bAtedIA== 0001035704-98-000230.txt : 19980401 0001035704-98-000230.hdr.sgml : 19980401 ACCESSION NUMBER: 0001035704-98-000230 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: AMEX 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: 10-K SEC ACT: SEC FILE NUMBER: 001-13004 FILM NUMBER: 98583166 BUSINESS ADDRESS: STREET 1: P O BOX 149151 CITY: AUSTIN STATE: TX ZIP: 78714 BUSINESS PHONE: 5128377100 MAIL ADDRESS: STREET 1: P O BOX 149151 CITY: AUSTIN STATE: TX ZIP: 78714 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL INVESTORS LIFE INC DATE OF NAME CHANGE: 19881222 10-K 1 FORM 10-K FOR YEAR ENDED DECEMBER 31, 1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 -------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------- For the transition period from to -------------------------- Commission file number 1-13004 CITIZENS, INC. -------------- (Exact name of registrant as specified in its charter) Colorado 84-0755371 ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) 400 East Anderson Lane, Austin, Texas 78752 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (512) 837-7100 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock American Stock Exchange -------------------- ----------------------- Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X No . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 15, 1998, aggregate market value of the Class A voting stock held by non-affiliates of the Registrant was approximately $90,107,000. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Report incorporates certain portions of the definitive proxy material of the Registrant in respect of its 1998 Annual Meeting of Shareholders. Number of shares of common stock outstanding as of March 15, 1998 Class A: 20,765,088 Class B: 621,049 2 PART I ITEM 1. BUSINESS (A) GENERAL DEVELOPMENT OF BUSINESS Citizens, Inc. ("Citizens") operates primarily as an insurance holding company. It was incorporated in 1977. Citizens is the parent holding company that directly or indirectly owns 100% of Citizens Insurance Company of America ("CICA"), Computing Technology, Inc. ("CTI"), Insurance Investors, Inc. ("III"), Funeral Homes of America ("FHA") (formerly Funeral Homes of Louisiana), Central Investors Life Insurance Company of Illinois ("CILIC"), American Investment Network, Inc. ("AIN"), United Security Life Insurance Co. ("USLIC"), and National Security Life and Accident Insurance Company ("NSLIC"). Collectively, Citizens and its subsidiaries are referred to herein as the "Company." Pertinent information relating to Citizens' subsidiary companies is set forth below:
YEAR STATE OF BUSINESS SUBSIDIARY INCORPORATED INCORPORATION ACTIVITY ---------- ------------ ------------- -------- CICA 1968 Colorado Life insurance CTI 1986 Colorado Data processing III 1965 Texas Aircraft transportation AIN 1987 Mississippi Financial holding co. USLIC 1967 Mississippi Life insurance FHA 1989 Louisiana Funeral home CILIC 1965 Illinois Life insurance NSLIC 1954 Texas Life insurance
On October 28, 1996, CICA announced that it had signed a definitive written agreement for the acquisition of American Investment Network, Inc. (AIN), a life insurance holding company headquartered in Jackson, Mississippi with $7.5 million in assets, $3.4 million of stockholders' equity, revenues of $3.2 million and $67 million of life insurance in-force. Following the acquisition by CICA, AIN shareholders received 1 share of Citizens, Inc. Class A Common Stock for each 7.2 shares of AIN Common Stock owned. The transaction closed on June 19, 1997. Citizens issued approximately 700,000 Class A shares in connection with the transaction, which was accounted for as a purchase. The companies operate in their respective locations under a combined management team with consolidation of computer data processing on the Citizens' system. On October 31, 1996, CICA, CICA Acquisition, Inc. (a subsidiary organized for purposes of the transaction) and First American Investment Corporation ("FAIC"), a holding company, entered into a merger agreement for the merger of CICA Acquisition, Inc. into FAIC. Prior thereto, Citizens had indirectly owned approximately 94.5% of FAIC. As part of this merger, CICA acquired the approximately 5.5% of FAIC shares owned by minority investors at an exchange rate 2 3 of 0.1111 shares of Class A Common Stock for each 1 share of FAIC owned by minority investors. The merger became effective March 7, 1997, and Citizens issued approximately 134,000 shares of Class A Common Stock in this transaction which was accounted for as a purchase. Subsequently, FAIC was liquidated. To streamline its corporate structure, Citizens and American Liberty Financial Corporation ("ALFC"), a wholly-owned subsidiary holding company, entered into a merger agreement dated November 22, 1996 for the merger of ALFC into Citizens. No shares of Citizens were issued in the merger which became effective in January 1997. Also on November 22, 1996, CICA and American Liberty Life Insurance Company ("ALLIC"), a subsidiary of ALFC, entered into a merger agreement for the merger of ALLIC into CICA. The agreements closed in June, 1997. Pursuant to a Stock Purchase Agreement, the Company purchased from Jansen Enterprises, Inc., a Texas corporation, 100% of the issued and outstanding shares of National Security Life and Accident Insurance Company (NSLIC) for $1,700,000, consisting of $1,000,000 cash and restricted shares of Applicant's Class A Common Stock valued at $700,000 in a transaction that closed on November 20, 1997. NSLIC is a Texas-domiciled life and A&H insurer with assets of approximately $5 million and annual revenues of approximately $5 million. Certain statements contained in this Annual Report on Form 10-K are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the "Act"), including, without limitation, the italicized statements and the statements specifically identified as forward-looking statements within this document. In addition, certain statements in future filings by the Company with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of the Company which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements, include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure, and other financial items, (ii) statements of plans and objectives of the Company or its management or Board of Directors including those relating to products or services, (iii) statements of future economic performance and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "may", "will" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (i) the strength of foreign and U.S. economies in general and the strength of the local economies in which operations are conducted; (ii) the effects of and changes in trade, monetary and fiscal policies and laws; (iii) inflation, interest rates, market and monetary fluctuations and volatility; (iv) the timely development of 3 4 and acceptance of new products and services and perceived overall value of these products and services by existing and potential customers; (v) changes in consumer spending, borrowing and saving habits; (vi) concentrations of business from persons residing in third world countries; (vii) acquisitions; (viii) the persistency of existing and future insurance policies sold by the Company and its subsidiaries; (ix) the dependence of the Company on its Chairman of the Board; (x) the ability to control expenses; (xi) the effect of changes in laws and regulations (including laws and regulations concerning insurance) with which the Company and its subsidiaries must comply, (xii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board, (xiii) changes in the Company's organization and compensation plans; (xiv) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and (xv) the success of the Company at managing the risks involved in the foregoing. Such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events. (B) FINANCIAL INFORMATION REGARDING THE INSURANCE BUSINESS Citizens, through CICA, USLIC, NSLIC and CILIC, operates principally in one business segment, that of selling selected lines of individual life and accident and health ("A&H") insurance policies. Except for certain insignificant operations, Citizens has no present intention to engage in any non-insurance related business. The following tables set forth certain statistical information concerning the operations of the Company for each of the five years ended December 31, 1997. The information is presented in accordance with generally accepted accounting principles. TABLE I The following table sets forth (i) life insurance in-force and (ii) mean life insurance in-force.
IN-FORCE MEAN LIFE BEGINNING IN-FORCE INSURANCE OF YEAR END OF YEAR IN-FORCE (A) (B) (A) (B) (A) (B) ------------------ ------------------ ------------------- 1997 $ 2,231,017 $ 2,250,197 $ 2,240,607 1996 2,151,955 2,231,017 2,191,486 1995 2,144,709 2,151,955 2,148,332 1994 2,030,615 2,144,709 2,087,662 1993 1,696,606 2,030,615 1,863,611
- ---------------- (a) In thousands (000s) (b) Before ceding reinsurance to reinsurers. 4 5 The increases in insurance in-force as shown above reflect the volumes of new business written by the Company over the past five years. Approximately $40,243,000 of the 1995 increase relates to the acquisition of ALLIC in 1995, while $96,803,000 of the 1997 increases resulted from the acquisitions of USLIC and NSLIC. TABLE II The following table sets forth (i) the ratio of lapses and surrenders to mean life insurance in-force and (ii) life reinsurance ceded.
RATIO OF REINSURANCE CEDED(B) LAPSES AND ------------------------------------------------ SURRENDERS AMOUNT REINSURANCE LAPSES AND TO MEAN OF PREMIUM SURRENDERS (A) IN-FORCE REINSURANCE (A) CEDED --------------------- ----------------- ----------------------- ------------------- 1997 $ 95,684 4.3% $ 318,630 $ 1,952,316 1996 101,860 4.6 296,378 2,511,318 1995 87,273 4.1 290,677 2,241,111 1994 84,390 4.0 285,104 2,309,672 1993 98,712 5.3 303,727 1,939,425
- ---------------------- (a) In thousands (000s) (b) Approximately 95 percent of the reinsurance is yearly renewable term insurance, with the remainder being coinsurance. Premiums reflect both life and accident and health business. The increased lapsation during 1996 reflects the inclusion of the ALLIC insurance business. TABLE III The following table sets forth information with respect to total insurance premiums.
ORDINARY ANNUITY & ACCIDENT LIFE (A) UNIVERSAL LIFE GROUP LIFE & HEALTH (A) TOTAL -------- -------------- ---------- ------------ ----- 1997 $ 49,412,066 $ 366,135 $ 284,632 $5,299,783 $ 55,362,616 1996 49,563,720 389,084 309,953 4,040,688 54,303,445 1995 45,120,631 119,335 306,256 698,206 46,244,428 1994 42,984,741 75,564 541,370 259,250 43,860,925 1993 36,491,961 106,955 1,106,590 284,510 37,990,016
- ------------------ (a) After deduction for reinsurance ceded. Premium income has grown substantially due to the volume of new business written each year, as well as the acquisitions. However, new sales of life insurance decreased in 1995, and remained at similar levels in 1996 and 1997; therefore, the overall increase since 1995 is less than for previous years. The acquisition of ALLIC mitigated the total decline in new life insurance sales, although only three months of ALLIC's premiums are reflected in the above table for 1995. 5 6 TABLE IV The following table sets forth information relating to the ratio of underwriting and other expenses to insurance revenues.
COMMISSIONS, UNDERWRITING AND OPERATING EXPENSES, POLICY RESERVE INCREASES, COMMISSIONS, UNDERWRITING POLICYHOLDER BENEFITS AND AND OPERATING EXPENSES DIVIDENDS TO POLICYHOLDERS ------------------------------------- ---------------------------------------- RATIO TO RATIO TO INSURANCE INSURANCE INSURANCE PREMIUMS (A) AMOUNT PREMIUMS AMOUNT PREMIUMS ------------ ------ -------- ------ -------- 1997 $ 55,362,616 $ 18,910,594 34.2% $ 58,865,744 106.3% 1996 54,303,445 21,948,637 40.4 59,113,575 108.9 1995 46,244,428 17,375,574 37.6 50,767,435 109.8 1994 43,860,925 17,461,910 39.8 48,763,076 111.2 1993 37,990,017 15,918,491 41.9 43,644,554 114.9
- --------------------- (a) After premiums ceded to reinsurers. Prior to 1996, the ratios of expenses to premiums had declined each year since 1989. These declines are the result of three factors: 1) underwriting and operating expenses have generally not increased at the same rate as premium income due to the Company's efficient method of operation; 2) sales commissions as a percentage of total premium income are declining annually as the business enters renewal stages and commissions are paid at a lower rate than the first year; and 3) the amount of new insurance written annually represents a smaller percentage of the Company's total premium income. However, in 1996, with the addition of ALLIC and the considerable expense associated with its marketing operation start-up, the ratio reached its highest level since 1993. Following the merger of ALLIC in 1997, significant reductions in operating expenses were realized. TABLE V The following table sets forth changes in new life insurance business produced between participating and nonparticipating policies.
PARTICIPATING NONPARTICIPATING TOTAL NEW --------------------------- --------------------------- BUSINESS (A) AMOUNT (A) PERCENT AMOUNT (A) PERCENT ------------ ---------- ------- ---------- ------- 1997 $ 286,698 $ 245,547 85.6% $ 41,151 14.4% 1996 337,051 294,408 87.3 42,643 12.7 1995 296,811 271,108 91.3 25,703 8.7 1994 380,281 352,542 92.7 27,739 7.3 1993 376,460 345,882 91.9 30,578 8.1
- ------------------ (a) In thousands (000s) The percentage of the new business produced that is participating has increased steadily due to the fact that the Ultra Expansion products were all participating and represent the majority of new business. The decline in new business during 1995 was caused in part by disruptions in the 6 7 international market. See Management's Discussion and Analysis. The decrease in non-participating business in 1997 results from sales by USLIC and NSLIC, which sell only non-participating policies. TABLE VI The following table sets forth changes in new business issued according to policy types.
WHOLE LIFE AND ENDOWMENT TERM UNIVERSAL LIFE TOTAL NEW ----------------------- ---------------------- ----------------------- BUSINESS (A) AMOUNT (A) PERCENT AMOUNT (A) PERCENT AMOUNT (A) PERCENT ------------ ---------- ------- ---------- ------- ---------- ------- 1997 $ 286,698 $ 245,637 85.7% $ 41,062 14.3% $ 0 - 1996 337,051 296,985 88.1 40,066 11.9 0 - 1995 296,811 270,963 91.3 25,848 8.7 0 - 1994 380,281 352,357 92.7 27,924 7.3 0 - 1993 376,460 345,683 91.8 30,777 8.2 0 -
(a) In thousands (000s) This table illustrates that virtually all of the new business written is whole life. The 1995 results reflect a decrease in new business during the year, as does 1997. TABLE VII The following table sets forth deferred policy acquisition costs capitalized and amortized compared to new business issued.
DEFERRED POLICY TOTAL NEW ACQUISITION COSTS BUSINESS ----------------------------------------- ISSUED CAPITALIZED AMORTIZED ------ ----------- --------- 1997 $ 286,698,000 $ 9,804,022 $ 9,630,705 1996 337,051,000 10,531,222 10,221,917 1995 296,811,000 10,579,704 8,511,876 1994 380,281,000 13,128,049 7,203,593 1993 376,460,000 13,472,064 6,455,401
Capitalized policy acquisition expenses increased steadily until 1994, such increases reflecting the growing amount of new business issued. In 1994, the rate of capitalization was affected by an adjustment due to the lower interest environment. The amortization of these costs has grown as the aggregate deferred acquisition cost asset has increased. In 1996, this amortization increased due to the increase in surrender activity. The decrease in costs capitalized for 1995 and 1997 reflects the reduction in the amount of new business produced and lower commission expenses incurred as a result thereof. In 1996, new business increased; however the increase in capitalized costs was not as high due to changes in the commission structure of the Company. 7 8 TABLE VIII The following table sets forth investment results.
RATIO OF NET INVESTMENT INCOME MEAN AMOUNT OF NET INVESTMENT TO MEAN AMOUNT INVESTED ASSETS (A) INCOME (B) OF INVESTED ASSETS (A) ------------------- ---------- ---------------------- 1997 $ 150,481,414 $ 10,038,736 6.7% 1996 134,167,938 9,185,506 6.8 1995 111,926,695 7,026,909 6.3 1994 90,419,823 5,295,784 5.9 1993 82,598,407 4,771,079 5.8
- -------------------- (a) The year 1995 includes assets acquired from ALLIC on September 14, 1995. The year 1996 includes assets acquired from CILIC on March 12, 1996. The year 1997 includes assets acquired from NSLIC and USLIC. (b) Does not include realized and unrealized gains and losses on investments. Available yields began to increase in mid-1994 and the Company was able to obtain a slight growth in the return on invested assets. This growth continued throughout most of 1995, and continued through 1996. The Company hired an investment advisor in 1995, and this action contributed to the increased yield in 1996. Significant decreases in yields in the bond market caused the yield on invested assets to drop slightly in 1997. (C) NARRATIVE DESCRIPTION OF BUSINESS (i) BUSINESS OF CITIZENS Citizens' principal business is ownership of CICA and NSLIC and their affiliates. Additionally, it provides management services to these companies under management services agreements. At December 31, 1997, Citizens had approximately 75 full and part-time employees. (ii)BUSINESS OF CICA Historically, CICA's revenues have been derived from insurance premiums and revenues from investments. CICA is a Colorado-domiciled life insurance company marketing primarily ordinary whole-life products on an international basis through marketing companies. Additionally, it offers specialty life and individual accident and health policies to United States residents. During the fiscal year ended December 31, 1997, 92.5% of CICA's premium income was attributable to life, endowment and term insurance; 0.5% to individual annuities; and 7.1% to accident and health insurance. Of the life policies in force at December 31, 1997 and 1996, 34.4% and 13.0%, were nonparticipating and 65.6% and 87.0%, respectively were participating. The change in participating 8 9 policies as a percentage of total results from the ALLIC merger in 1997 into CICA described above. From 1987 to 1997, CICA offered its Ultra Expansion products, a series of participating whole life policies targeted for international markets. All of the Ultra products were participating with dividends ranging from 2% of the premium in the first year to 123% in the 20th year. Beginning January 1, 1998, CICA introduced its Millennia 2000 series of policies as a replacement for the Ultra Expansion plans. The ten plans that make up the Millennia Series are, like the Ultra Expansion plans, designed for the international market and maintain many of the features of the Ultra series, with several new enhancements. These enhancements include terminal illness protection as well as dismemberment provisions. Management believes the Millennia products should increase new sales significantly. Additionally, following the merger with ALLIC, CICA began offering specialty individual Accident and Health products as well as ordinary whole life policies to residents of the United States. The sale of these products is focused in Oklahoma, Louisiana and Mississippi. The CICA underwriting policy requires a medical examination of applicants for ordinary insurance in excess of certain prescribed limits. These limits are graduated according to the age of the applicant and the amount of insurance. Generally, the maximum amount of ordinary life insurance issued domestically without a medical examination is $200,000 for ages 0 through 35; $100,000 for ages 36 through 45; $50,000 for ages 46 through 50; $15,000 for ages 51 through 55; and $10,000 for ages 56 and over. Limits for insuring non-United States applicants without a medical examination are: $150,000 for ages 0 through 39; $50,000 for ages 40 through 65; and all amounts over age 65. The accident and health policies sold in the U.S. have only minimal, field underwriting. On life policies, CICA's maximum coverage on any one life is not limited by company policy. However, CICA reinsures the amount of coverage which is in excess of its retention policy. See "Business of CICA - Reinsurance." CICA does not accept substandard risks above Table 6 (generally policyholders who cannot qualify for standard ordinary insurance because of past medical history) in exchange for which CICA would charge higher premiums. CICA has $22.2 million of insurance in-force on individuals that are classified as substandard risks, the majority of such business having been acquired in the purchase of other companies. Management believes the exposure to loss as a result of insuring these individuals is minimal, since the premiums are increased to cover the nature of the risk, additional reserves are established, and the amount of insurance represents less than 1.0% of the total insurance in-force. 9 10 GEOGRAPHICAL DISTRIBUTION OF BUSINESS For the year ended December 31, 1997, insurance policies held by residents of the State of Oklahoma accounted for 6.2% of CICA's total premium income from direct business, policies held by residents of the State of Texas accounted for 2.7% of premium income from direct business, policies held by residents of the State of Louisiana accounted for 1.5% of premium income and policies held by residents of Colorado represented 1% of premium income from direct business for the same period. All other states of the United States totaled 7.2% of the premium income from direct business with no single state, except as set forth above, accounting for as much as 1% of premium income. Business on foreign residents accounted for the remaining 82.9%. For the year ended December 31, 1996, residents of the State of Oklahoma accounted for 7.0% of CICA's total premium income, residents of Texas accounted for 3.0%, Mississippi, 2.3%, Louisiana, 1.6% and Georgia, 1.1%. No other state in the U.S. amounted to 1% of total premium income during the period. Business on foreign citizens represented 81.0% of 1996 premium income. For the year ended December 31, 1995, residents of the State of Texas accounted for 2.7% of CICA's total premium income and residents of Colorado accounted for 2.1%. No other state in the U.S. amounted to 1% of total premium income during the period. Business on foreign citizens represented 91.8% of 1995 premium income. The increase in domestic business as a percentage of total premium income in 1997 results from the above-described merger of ALLIC into CICA during the year. The participating whole life policies accepted by CICA on high net worth residents of foreign countries have an average face amount of approximately $70,000 and are marketed primarily to the top 5% of the population in terms of household income. CICA accepts applications for international insurance policies marketed by several independent international marketing firms with whom CICA has nonexclusive marketing contracts. These firms market life insurance products to citizens of foreign countries, with a present emphasis in Latin America. Such life products are specially designed by CICA to be compatible with marketing methods and commission requirements. The international marketing firms have many years experience marketing life insurance products for CICA. The contract with the marketers provides that they have the responsibility for recruiting and training salesmen. They are responsible for all of their overhead costs and bear the expense of awards. These firms guarantee any advances against future commissions made by CICA to marketers and their agents. In consideration for the services rendered, the marketing contractors receive an override commission on all new policies sold by them or their salesmen. See "Business of CICA - Commissions." The marketing contracts may be terminated for various causes, at any time by mutual consent of the parties or upon 30 days' notice by either party. 10 11 These firms provide recruitment, training and supervision of their managers and salesmen in the sale of dollar-denominated life insurance products; however, all managers and salesmen contract directly with CICA and receive their commission from CICA. Accordingly, should the marketing arrangement between any firm and CICA be canceled for any reason, CICA believes it could continue suitable marketing arrangements with the individuals of the marketing firms without appreciable loss of present and future sales, as it has done in the past. There is, however, always a risk that sales could decrease. At present, CICA is dependent on the non-U.S. markets for virtually all of its new life insurance business. This subjects CICA to potential risks with regard to the continued ability to write such business should adverse events occur in the countries from which CICA receives applications. These potential risks include lapses of policies if funds that flow out of such countries were to become restricted and the improbable necessity that incorporating an insurance subsidiary in such countries would become required. Based on more than 30 years experience in the marketplace in which CICA competes, management believes such risks are not probable or material. The Company maintains no assets outside the U.S. and requires all premiums to be paid in the U.S. with U.S. dollars via drafts drawn on banks in the U.S.; therefore, it could lose no funds from currency devaluation or foreign appropriation. Further, management does not believe that the flow of funds will be restricted in the future, because almost all of the insureds are in the upper percentiles of incomes in their country. Such insureds are actively involved in business leadership roles in their communities and would be vehemently opposed to funds flow restriction. Many of the inherent risks in foreign countries, such as political instability, hyper-inflation and economic disruptions tend to improve rather than hurt CICA's business because it encourages individuals to convert assets out of local currencies to the more stable U.S. dollar. MARKETING OPERATIONS CICA holds licenses to do business in 15 states and accepts applications from numerous foreign countries. Additionally, CICA has applications for admission pending in two states. CICA's operations are conducted on the independent contractor basis, with a sales force at December 31, 1997 of 777 individuals, 1,319 individuals at December 31, 1996 and 1,308 individuals at December 31, 1995. The decrease in marketing consultants in 1997 reflects the termination of all individuals who had not produced in the last twelve months, a practice that had not been enforced in several years. COMMISSIONS CICA's marketing managers are independent contractors, responsible for their respective expenses, and are compensated on a percentage of premium basis. The 11 12 maximum amount of commission expense which may be incurred by CICA on an individual life insurance policy is 120% of the first year premium, 10% of the premium for each of the next nine years and 2% of the premium for the eleventh and subsequent years as a continuing service fee. Percentage amounts paid to salesmen on individual term, annuity and accident and health insurance are substantially less than the levels paid for individual ordinary life insurance. The marketing managers receive overriding first year and renewal commissions on business written by individuals under their supervision and all marketing expenses related thereto are included in the above percentages. RESERVES CICA establishes actuarial reserves as liabilities to meet obligations on all outstanding policies. Reserves and deferred acquisition costs are prepared in conformity with the American Academy of Actuaries Committee on Financial Reporting Principles and generally accepted accounting principles. In determining such reserves CICA used the 1955 to 1960, 1965 to 1970, and 1975 to 1980 Select and Ultimate Mortality Tables with interest rates at 4% or in a range graded from 9% to 5% with recent issues reserved at 7% graded to 6 1/2%. Withdrawal assumptions are based primarily on actual historical experience. Statutory reserves are used for paid-up life business. Claims reserves include an amount equal to the expected benefit to be paid on reported claims in addition to an estimate of claims that are incurred but not reported, based on actual historical experience. CICA receives an independent actuarial certification of its reserves prepared in accordance with both Generally Accepted Accounting Principles and Statutory Accounting Principles. The certifications have noted no deficiencies for the years presented herein. REINSURANCE CICA assumes and cedes insurance with other insurers, reinsurers and members of various reinsurance pools. Reinsurance arrangements are utilized to provide greater diversification of risk and minimize exposure on larger risks. INSURANCE CEDED CICA generally retains $75,000 of risk on any one person. As of December 31, 1997, the aggregate amount of life insurance ceded amounted to $281,400,000 or 13.1% of total direct and assumed life insurance in force, and $293,864,000 or 13.5% in 1996. CICA is contingently liable with respect to ceded insurance should any reinsurer be unable to meet the obligations reinsured. As of December 31, 1997, CICA had in effect automatic reinsurance agreements that provide for cessions of ordinary insurance from CICA. Additionally, CICA has reinsurance treaties in force with several reinsurers of life and accident and health insurance. These treaties provide for both automatic and facultative 12 13 reinsurance of standard and substandard risks ceded to them by CICA for life, accident and health and supplemental benefits above CICA's retention limit on a yearly renewable term, coinsurance or modified coinsurance basis. Treaties with Employers Reassurance (ERC) and Businessmen's Assurance ("BMA") historically have been the primary vehicle utilized by CICA for its international business. The treaties are structured in such a way as to allow CICA to "self administer" the cessions on a reduced cost basis. During 1995, a third carrier was added as a principal reinsurer, Riunione Adriatica di Sicurta, of Italy (RAS). The ERC and BMA agreements provide that for risks reinsured in specified countries, 70% of each risk in excess of CICA's retention will be ceded to ERC and 30% to BMA. The RAS agreement provides that on risks reinsured in specified countries, 100% of the risk in excess of CICA's retention will be ceded to RAS. CICA pays premiums to ERC, BMA and RAS on an annual basis and is responsible for the production of the reporting monthly and annually to ERC, BMA and RAS to allow proper accounting for the treaties. The cessions are on a yearly renewable term basis and are automatic up to $333,333 for ERC, $500,000 for RAS and $166,667 for BMA at which point the reinsurance is subject to a facultative review by the reinsurers. At December 31, 1997, CICA had ceded $166,969,000 in face amount of insurance to ERC, $24,800,000 to BMA and $62,265,000 to RAS under these agreements. RAS is an unauthorized reinsurer in the state of Colorado; however, RAS has agreed to comply with Colorado statutes regarding such companies. Under these statutes, RAS will provide a letter of credit, issued by a U.S. bank meeting the Colorado requirements, equal to any liabilities it incurs under its agreement with CICA. A reinsurance treaty with Connecticut General Life Insurance Company (CG) covers all of CICA's accidental death insurance supplementing its life insurance policies. These cessions are on a yearly renewable term basis and occur automatically if total accidental death benefits known to CICA are less than $250,000 or otherwise on a facultative review basis. At December 31, 1997, CICA had ceded $1,285,000,000 in face amount of business to CG under this treaty. CICA monitors the solvency of its reinsurers to minimize the risk of loss in the event of a failure by one of the parties. The primary reinsurers of CICA are large, well capitalized entities which have no current or prior history of financial difficulty. 13 14 (b) INSURANCE ASSUMED. At December 31, 1997, CICA had in-force reinsurance assumed as follows:
TYPE OF AMOUNT BUSINESS IN-FORCE AT NAME OF COMPANY LOCATION ASSUMED END OF YEAR - --------------------- ---------- --------- ------------- Prudential Insurance Newark, Ordinary Company (Prudential) New Jersey Group Life $224,953,000
The reinsurance agreement with Prudential provides for CICA to assume a portion of the insurance under a group insurance policy issued by Prudential to the Administrator of Veterans' Affairs. CICA's portion of the total insurance under the policy is allocated to CICA in accordance with the criteria established by the Administrator. CICA has also entered into a Serviceman's Group Life Insurance Conversion Pool Agreement with Prudential, under the above described agreement, whereby CICA assumed a portion of the risk of Prudential under the group policy due to excess mortality under the conversion pool agreement resulting from issuing conversion policies as prescribed for membership in the conversion pool. INVESTMENTS State insurance statutes prescribe the quality and percentage of the various types of investments which may be made by insurance companies and generally permit investment in qualified state, municipal, federal and foreign government obligations, high quality corporate bonds, preferred and common stock, real estate and mortgage loans by certain specified percentages. CICA's invested assets at December 31, 1997 were distributed as follows: fixed maturities - 85.39%, equity securities - 0%, mortgage loans - 0.86%, policy loans - 13.4%, government insured student loans - 0.05%, short-term investments - 0% and other long-term investments - 0.30% (see Note 2 of the "Notes to Consolidated Financial Statements"). CICA did not foreclose on any mortgage loans in 1997. All mortgage loans are supported by independently appraised real estate. The investment policy of CICA with regard to mortgage loans is consistent with the provisions of the Colorado Insurance Code. At December 31, 1997, 85.7% of CICA's investments in fixed maturities were comprised of U.S. Treasury securities and obligations of U.S. government corporations and agencies, including U.S. government guaranteed mortgage-backed securities, compared to 95.9% at December 31, 1996. Of these mortgage-backed securities, all were guaranteed by U.S. government agencies or corporations that are backed by the full faith and credit of the U.S. government or that bear the implied full faith and credit of the U.S. government. The decline in 14 15 1997 reflects the ALLIC merger into CICA, as ALLIC had a number of corporate bonds in its portfolio. REGULATION CICA is subject to regulation and supervision by the insurance department of each state or other jurisdiction in which it is licensed to do business. These departments have broad administrative powers relating to the granting and revocation of licenses to transact business, the licensing of marketing persons, the approval of policy forms, the advertising and solicitation of insurance, the form and content of mandatory financial statements, the reserve requirements, and the type of investments which may be made. CICA is required to file detailed annual reports with each such insurance department, and its books and records are subject to examination at any time. In accordance with state laws and the rules and practices of the National Association of Insurance Commissioners, CICA is examined periodically by examiners of its domiciliary state and by representatives (on an "association" or "zone" basis) of the other states in which it is licensed to do business. CICA's most recent examination which was completed during 1992, was for the six years ended December 31, 1991, and was conducted by a public accounting firm representing the Colorado Division of Insurance. An examination was begun in late 1997 for the five years ended December 31, 1996, by a public accounting firm under contract with and supervision by the Colorado Division of Insurance. CICA is audited annually by an independent public accounting firm. Various states, including Colorado, have enacted "Insurance Holding Company" legislation which requires the registration and periodic reporting by insurance companies which control, or are controlled by, other corporations or persons. Under most of such legislation, control is presumed to exist with the ownership of ten percent or more of an insurance company's voting securities. CICA is subject to such regulation and has registered under such statutes as a member of an "insurance holding company system." The legislation typically requires periodic disclosure concerning the transactions between the registered insurer, the ultimate controlling party, and all affiliates and subsidiaries of the ultimate controlling party, and in many instances requires prior approval of intercorporate transfers of assets (including in some instances payment of dividends by the insurance subsidiary) within the holding company system. Since CICA does not physically conduct business in countries outside the U.S. but rather accepts applications from overseas marketers, it is not subject to regulation in countries where most of its insureds are residents. The prospect of such regulation is viewed as remote by management of CICA because obtaining insurance through application by mail outside of one's country is a common practice in many foreign countries, particularly those where CICA's insureds reside. 15 16 COMPETITION The life insurance business is highly competitive, and CICA competes with a large number of stock and mutual companies. CICA believes that its premium rates and its policies are generally competitive with those of other life insurance companies, many of which are larger than CICA, selling similar types of insurance. CICA's marketing plan stresses the sale of dollar-denominated life insurance products to high net worth individuals residing in foreign countries, with present emphasis in Latin America and the sale of individual, supplemental accident and health products and whole life products to United States residents. Virtually all of CICA's total first year and renewal life insurance premium income during 1997 came from the international market. See "Business of CICA - Geographical Distribution of Business." Management believes that CICA is a significant competitor in the international market and attributes its success in penetrating that market to the expertise of management, the uniqueness of its life insurance products and competitiveness of its pricing methods. CICA faces competition from several other American life insurance companies that also sell U.S. dollar denominated policies to non-U.S. citizens, with no one company being dominant in the market. Some companies may be deemed to have a competitive advantage due to histories of successful operations and large agency forces. Management believes that its experience, combined with the special features of the Ultra Expansion policies, as well as the new, enhanced Millennia series of policies, allows CICA to compete effectively in maintaining and pursuing new business. Management believes that CICA competes indirectly with non-U.S. companies in its business, particularly with respect to Latin American companies. CICA, as a U.S. domestic insurer paying claims in U.S. dollars in the U.S., has a different clientele and product than foreign-domiciled companies. CICA's product is usually acquired by persons in the top 5% of income of their respective countries. The policies sold by foreign companies are sold broadly and are priced based on the mortality of the entire populace of the respective geographic region. Because of the predominance of lower incomes in most of these countries, the mortality experience tends to be very high on the average, causing mortality charges which are considered unreasonable based on the life mortality experience of the upper five percent of income of the population. Additionally, the assets that back up the policies issued by foreign companies are invested in the respective countries, and thus, are exposed to the inflationary risks and economic crises that historically have impacted many foreign countries. Another reason that CICA experiences an advantage is that many of its policyholders desire to transfer capital out of their countries due to the perceived financial strength and security of the United States by foreigners. Also, CICA 16 17 competes indirectly with other U.S. and European insurers in countries where CICA's insureds reside. CICA's experience has been that its market niche is in attracting insureds who want the safety and security of a U.S. domestic insurer. Management of CICA considers it to be difficult and speculative to estimate the potential of the foreign market for U.S. insurers. However, based upon the volume of new premium generated by CICA that originates from several countries in Latin America, management believes that CICA receives a substantial share of such business. However, CICA does not have market share data to confirm management's belief. In CICA's block of accident and health insurance, (7% of total premium income), it is in competition with many insurance companies as well as with voluntary and government-sponsored plans for meeting hospitalization and medical expenses such as Blue Cross/Blue Shield, "Medicare" and "Medicaid." Future expansion of such programs or the establishment of additional government health programs could adversely affect the future of accident and health insurance on CICA's books, most of which has been acquired in the acquisition of other companies. FEDERAL INCOME TAXATION CICA is a "small company" as that term is defined in the Internal Revenue Code (the "Code"), section 806. As such, CICA qualified for a special small company deduction (presently equal to 60% of "tentative life insurance company taxable income") which serves to decrease significantly the amount of tax which might otherwise have to be paid. The Omnibus Reconciliation Act of 1993 (the "1993 Act") was signed into law on August 10, 1993. Among its provisions was an increase to corporate tax rates to 35% on taxable income between $10,000,000 and $15,000,000 and to 38% on taxable income between $15,000,000 and $18,300,000. This legislation had no material impact on the financial position of the Company. The Revenue Reconciliation Act of 1990 revised the method in which insurance companies claim deductions for policy acquisition costs. Previously, insurance companies were allowed to deduct actual policy acquisition costs as they were incurred. Beginning in 1990, policy acquisition costs are determined as a percentage of annual net premiums and are then deductible on a straight-line basis over a ten-year period rather than treated as an immediate deduction. This change in treatment for acquisition costs has had a significant impact on CICA's taxable income due to the relatively large amounts of such deferrals caused by the increases in new business. CICA files a consolidated Federal income tax return with Citizens and its subsidiaries. 17 18 (iii) BUSINESS OF CTI CTI is a wholly-owned subsidiary of CICA and engages in the business of providing data processing services and acquisition and leasing of furniture and equipment for its parent as well as data processing services and software to other companies. Pursuant to an Information Systems Management and Services Contract dated October 1, 1991, CTI provides data processing services to the Company for a fixed fee of $53,000 per month. In August, 1997, this fee was increased to $85,000 per month to reflect the growth in the Company's business. As of and for the year ended December 31, 1997, CTI's total assets were $767,000 and revenues were $832,000. All intercompany fees and expenses have been eliminated in the consolidated financial statements. (iv) BUSINESS OF III In August, 1993, Citizens sold the stock of III to CICA for its book value. CICA subsequently contributed debit balances receivable of approximately $169,000 to III. III collected such receivables and, as additional consideration, received an airplane which it operates for Citizens and CICA. During 1994, CICA made an additional capital contribution of $200,000 to III. Also, during 1994, III acquired a different airplane for use in providing aviation transportation and services to Citizens and the airplane previously owned by III was sold. As of and for the year ended December 31, 1997, III's total assets were $751,000 and revenues were $170,700. All intercompany fees and expenses have been eliminated in the consolidated financial statements. (v) BUSINESS OF AIN AIN is a financial holding company whose principal business is the ownership of USLIC. Additionally, AIN owns the building that is the primary office facility for USLIC (See Item 2. Description of Properties). At December 31, 1997, total assets were $2.9 million and annual revenues were $201,000. All intercompany fees and expenses have been eliminated in the consolidated financial statements. 18 19 (vi) BUSINESS OF USLIC USLIC is a Mississippi-domiciled life and accident and health insurer offering whole life products and specialty accident and health products to residents of the Southeastern United States. USLIC is licensed in the states of Alabama, Arizona, Arkansas, Georgia, Indiana, Louisiana, Mississippi, New Mexico, Oklahoma, Tennessee and Texas. As of December 31, 1997, USLIC had $45,058,000 of life insurance in force, of which $30,478,000 was reinsured and $14,580,000 retained. The maximum retention by USLIC on any one life for life insurance policies is $20,000. All of the accidental death benefit coverage is reinsured. USLIC offers customary forms of life insurance, including non-participating whole life, decreasing term, level term policies, supplementary health policies and a participating whole life policy. Its leading life policy in the past has been the "Lifetime Accumulator," a participating whole life insurance policy. This policy differs from the usual offering of life insurance in that the premium is uniform but the amount of insurance varies by the age of the proposed insured. The product is sold, therefore, in premium units rather than in face amount units. While this policy is written only on persons at ages 0 - 40, other life insurance products are offered at ages 0 - 70. The Lifetime Accumulator, by being sold at ages less than 40 and in small insurance amounts, does not usually require a medical examination of the proposed insured. Examinations are obtained if the amounts exceed the usual published guidelines of USLIC. Electrocardiograms, x-rays, blood profiles and urinalysis are obtained. USLIC can, and does, request records from the proposed insured's attending physician and it obtains investigative consumer reports as well. Applications must be submitted on every proposed insured. Also questions regarding driving, habits, hazardous sports and flying are asked. Supplementary questionnaires are also obtained where required on aviation and hazardous avocations. Additional information of this nature may be requested when indicated by responses on the application. Through 1993, USLIC had written primarily the Lifetime Accumulator, which accounted for approximately 98% of premium income. During latter 1993, USLIC shifted its marketing thrust to non-participating ordinary life products and supplementary accident and health products. For 1997, 22.8% of premium income was from life policies and 77.2% was from accident and health policies, and in 1996, 36% of premium income was from life products, and 64% from accident and health. The persistency of the products has followed USLIC's actuarial projection for the products and lapses have not exceeded the assumptions. As mentioned above, USLIC writes various forms of life insurance, and since early 1994 it has developed several new supplementary health insurance products, 19 20 i.e., cancer, hospital indemnity, mental illness, outpatient sickness, catastrophic illness, emergency accident, intensive care and disability income and Medicare supplement. In 1998, USLIC plans to actively mass market these products through various companies' employee groups. Premiums will be employer paid or paid through payroll deduction. USLIC can issue life insurance on a rated premium substandard basis up through Table 16 (400% extra mortality), but in so doing it will reinsure all of the risk. USLIC only issues through Table 4 (100% extra mortality) on its Lifetime Accumulator policy to improve the mortality and potential profitability on that product line. The substandard risks are those that by reason of health, occupation or avocation fall outside the normal anticipated mortality levels of the general population as developed by the actuarial sciences. It reinsures all of its accidental death risk. USLIC also has a reinsurance agreement on its cancer policy which limits its claim risk to $25,000 in any calendar year on any one claim. It also reinsures various amounts on several other health products. USLIC's selling efforts are not usually concentrated on any one economic, occupational, hazard or age group other than for. The Lifetime Accumulator as indicated above. The marketing territory is Alabama, Arizona, Arkansas, Indiana, Louisiana, Mississippi, Oklahoma, Tennessee and Texas. USLIC's products are generally competitive with those of other insurers in those states. USLIC's policies are being sold by direct licensed representatives and licensed general agents. None of these agents has underwriting authority. The commissions paid are believed by management to be competitive with commissions paid by other life insurance companies in the states in which USLIC is licensed to operate. USLIC is aware that there is considerable competition for obtaining qualified agents and that it will be competing with well-established life insurance companies for agents to sell its policies. USLIC will also recruit agents from among persons who are not now engaged in the selling of life and accident and health insurance, and USLIC expects to train such agents. USLIC presently has approximately 300 licensed agents. The agents recruited and licensed by USLIC hold licenses with other companies and possibly could sell other companies' policies that are similar in some respects to USLIC's policies. This arrangement is quite common with companies that recruit and license general agents. INVESTMENTS USLIC invests and reinvests certain of its reserves and other funds. A part of its income will be derived from this source. The investments of USLIC are limited as to type and amount by the Mississippi insurance laws which are designed to insure prudent investment policies. The investment of capital, paid-in and operating surplus and other funds of insurers organized under the laws of the State of Mississippi is specified by the 20 21 Mississippi Insurance Code. This statute includes general and specific limitations on investments, records of investments and other matters. The Mississippi insurance law regulating investments and other aspects of the management of insurance companies is designed primarily for the protection of policyholders rather than investors. The administration of USLIC's investment portfolio is handled by the same outside investment manager as CICA's, with all trades approved by a committee of the Board of Directors. The guidelines used require that bonds, both government and corporate, are of high quality and comprise a majority of the investment portfolio. The assets selected are intended to mature in accordance with the average maturity of the insurance products and to provide the cash flow for USLIC to meet its policyholder obligations. The type, quality and mix should enable USLIC to compete in the life insurance marketplace and to provide appropriate interest margins. USLIC has classified all its investments as securities available-for-sale which are carried at fair value. REINSURANCE As is customary among insurance companies, USLIC will reinsure with other companies portions of the life insurance risks it will underwrite. The primary purpose of reinsurance agreements is to enable the company to reduce the amount of its risk on any particular policy and, by reinsuring the amount exceeding the maximum amount the insurance company is willing to retain, to write policies in amounts larger than it could without such agreements. Even though a portion of the risk may be reinsured, USLIC will remain liable to perform all obligations imposed by the policies issued by it and is liable if its reinsurer should be unable to meet its obligation under the reinsurance agreements. USLIC's general policy is to reinsure business with insurance companies with an A.M. Best and Company rating of "A" or better. USLIC's life reinsurance is being ceded through automatic and facultative treaties with two unaffiliated insurance companies, Business Men's Assurance Company, Kansas City, Missouri, and Optimum Re, Dallas, Texas. At December 31, 1997, USLIC had ceded to BMA, $16,273,000 in face amount, and $14,205,000 to Optimum Re. It is the practice of USLIC to reinsure all accidental death benefit risks that are written with the Lifetime Accumulator product of USLIC or with other forms of insurance. USLIC has a reinsurance agreement with Reliastar Financial Corporation, Minneapolis, Minnesota, providing coverage of claims in excess of various amounts on several of USLIC's accident and health policies. RESERVES 21 22 USLIC has set up actuarially computed reserves as liabilities to meet the obligations on the policies it writes. These reserves are the amounts which, with additions from premiums to be received and with interest in such reserves, compounded annually at certain assumed rates, are calculated to be sufficient according to accepted actuarial principles to meet policy obligations as they mature. The various actuarial factors are determined from mortality tables and interest rates in effect when the policies are issued. The reserves to be included in statutory filings will be valued on a basis that meets the requirements of law in Mississippi. USLIC receives an independent actuarial certification of its reserves prepared in accordance with both GAAP and Statutory principles. REGULATION Mississippi insurance laws and regulations generally govern the accounting practices and prescribe the procedures and forms for financial reports of insurance companies prepared on a Statutory accounting basis and filed with the Insurance Department. Reports prepared in accordance with the prescribed statutory accounting practices are primarily intended to insure the ability of an insurance company to meet its obligations to policyholders and do not necessarily reflect going concern value. Balance sheets prepared in accordance with statutory accounting practices are designed primarily to reflect the financial position of insurance companies from the standpoint of solvency. Certain of the prescribed or permitted accounting practices differ in some respects from generally accepted accounting principles followed by other business enterprises in determining financial position and results of operations. The insurance laws of the State of Mississippi also provide that a life insurance company will be assessed a lower premium tax if up to 25% of the life company's investments are in Mississippi securities. The management of USLIC has invested its assets in a manner to incur the lower tax rate. In common with other insurance companies operating in Mississippi, USLIC is subject to the regulation and supervision of the Mississippi Insurance Commissioner. After making application for admission and receiving proper license, USLIC may operate in other states and, at that time, will be subject to regulation and supervision in any other state where it may be permitted to transact business. Such regulation is primarily for the benefit and protection of insurance policyholders rather than shareholders of insurance companies. Broad administrative powers are possessed by the Mississippi Department of Insurance and other supervising agencies. Although the powers differ from state to state, in general they include authority to grant and revoke licenses to transact business, to be an agent, to supervise premium rates, to approve the form of insurance contracts, to supervise the form of financial statements filed with such agency, to regulate capital requirements, to regulate insurable interest on one life and to require the filing of detailed annual reports. USLIC's business and accounts will be subject to examination by the Mississippi Department of Insurance. Such 22 23 regulation includes the filing of financial statements by USLIC, periodic reporting and examination by the insurance regulatory authorities, and review of transactions between members of the holding company group. (vii) BUSINESS OF FHA Formed in 1989, FHA, formerly Funeral Homes of Louisiana, owns and operates a funeral home in Baker, Louisiana. Constructed in 1992, the Baker Funeral Home constitutes the primary business function of FHA. At December 31, 1997, FHL had total assets of $666,000 and total revenues of $341,000. (viii) BUSINESS OF CILIC CILIC is an Illinois domiciled life insurer admitted to do business in four states. Dormant for several years, the Company services a closed block of life insurance policies. At December 31, 1997, CILIC had assets of $3.1 million and yearly revenues of $200,000. (ix) BUSINESS OF NSLIC NSLIC was acquired in November, 1997 by Citizens. Domiciled in Arlington, Texas, NSLIC's revenues have historically been derived from revenues generated by the sale of ordinary whole life insurance, individual supplemental and major medical health insurance and credit insurance and investment income. During the year ended December 31, 1997, 11.6% of premium revenue was attributable to life, endowment and term insurance; 15.9% to credit insurance; and 72.5.% to accident and health insurance. All of the life insurance in force is non-participating. In recent years, NSLIC's sales efforts have centered on a major medical supplemental hospitalization policy and its credit business. The claims incurred on the accident and health policy to date are below the level anticipated in the development and pricing of the product. The credit business is sold primarily through a chain of furniture stores in Texas. As a result, the average contract size is relatively small, and the average duration is approximately three years. GEOGRAPHICAL DISTRIBUTION OF BUSINESS For the year ended December 31, 1997, 96.6% of NSLIC's total premium income was derived from residents of Texas; 3.3% from Louisiana residents and 0.1% from Oklahoma residents. 23 24 MARKETING OPERATIONS NSLIC holds licenses to do business in three states - Texas, Oklahoma and Louisiana. NSLIC's operations are conducted through independent contractors, with a sales force of 218 representatives at December 31, 1997. COMMISSION The maximum amount of commission expense which may be incurred by NSLIC on an individual life sale is 75% in the first year, and 20% in years 2-10. On individual supplemental accident and health, the first year commission ranges up to 65%, with up to 17% being incurred in years 2-10. On the supplemental hospitalization plan, first year commissions amount to 32.5%, while years 2 and thereafter are 12.5%. Commissions on the credit business, which is all single premium, are 85%. RESERVES NSLIC establishes actuarial reserves as liabilities to meet obligations on all outstanding policies. Reserves and deferred acquisition costs are prepared in conformity with the American Academy of Actuaries Committee on Financial Reporting Principles and generally accepted accounting principles. Claims reserves include an amount equal to the expected benefit to be paid on reported claims in addition to an estimate of claims that are incurred but not reported, based on actual historical experience. NSLIC receives an independent actuarial certification of its reserves. The certifications have noted no deficiencies for the years presented herein. REINSURANCE NSLIC cedes insurance with other insurers, reinsurers and members of various reinsurance pools. Reinsurance arrangements are utilized to provide greater diversification of risk and minimize exposure on larger risks. INSURANCE CEDED NSLIC generally retains $20,000 of risk on any one person. As of December 31, 1997, the aggregate amount of life insurance ceded amounted to $5,432,000 or 10.5% of total direct life insurance in force. Additionally, NSLIC ceded $92,000 of Accident and Health premium (approximately 27.7% of total A & H premium). NSLIC is contingently liable with respect to ceded insurance should any reinsurer be unable to meet the obligations reinsured. As of December 31, 1997, NSLIC had in effect automatic reinsurance agreements that provide for cessions of ordinary insurance from NSLIC. Additionally, NSLIC has reinsurance treaties in force with several reinsurers of life and accident and health insurance. These treaties provide for both automatic and facultative 24 25 reinsurance of standard and substandard risks ceded to them by NSLIC for life, accident and health and supplemental benefits above NSLIC's retention limit on a yearly renewable term basis. A treaty with Employers Reassurance (ERC) has historically been the primary vehicle utilized by NSLIC for its life business. A reinsurance treaty with Continental Assurance Company covers virtually all of NSLIC's accident and health business. NSLIC closely monitors the solvency of its reinsurers to minimize the risk of loss in the event of a failure by one of the parties. The primary reinsurers are large, well capitalized entities which have no history of financial difficulty. INVESTMENTS State insurance statutes prescribe the quality and percentage of the various types of investments which may be made by insurance companies and generally permit investment in qualified state, municipal, federal and foreign government obligations, high quality corporate bonds, preferred and common stock, real estate and mortgage loans by certain specified percentages. NSLIC's invested assets at December 31, 1997 were distributed as follows: fixed maturities - 96.66%, equity securities - 0.36%, mortgage loans - 0%, policy loans - 0.26%, short-term investments - 2.72%. REGULATION NSLIC is subject to regulation and supervision by the insurance department of each state or other jurisdiction in which it is licensed to do business. These departments have broad administrative powers relating to the granting and revocation of licenses to transact business, the licensing of marketing persons, the approval of policy forms, the advertising and solicitation of insurance, the form and content of mandatory financial statements, the reserve requirements, and the type of investments which may be made. NSLIC is required to file detailed annual reports with each such insurance department, and its books and records are subject to examination at any time. In accordance with state laws and the rules and practices of the National Association of Insurance Commissioners, NSLIC is examined periodically by examiners of its domiciliary state and by representatives (on an "association" or "zone" basis) of the other states in which it is licensed to do business. NSLIC's most recent examination which was completed during 1994, was for the three years ended December 31, 1993, by the Texas Insurance Department. NSLIC is audited annually by an independent public accounting firm. 25 26 Various states, including Texas, have enacted "Insurance Holding Company" legislation which requires the registration and periodic reporting by insurance companies which control, or are controlled by, other corporations or persons. Under most of such legislation, control is presumed to exist with the ownership of ten percent or more of an insurance company's voting securities. NSLIC is subject to such regulation and has registered under such statutes as a member of an "insurance holding company system." The legislation typically requires periodic disclosure concerning the transactions between the registered insurer, the ultimate controlling party, and all affiliates and subsidiaries of the ultimate controlling party, and in many instances requires prior approval of intercorporate transfers of assets (including in some instances payment of dividends by the insurance subsidiary) within the holding company system. COMPETITION The life insurance business is highly competitive, and NSLIC competes with a large number of stock and mutual companies. NSLIC believes that its premium rates and its policies are generally competitive with those of other life insurance companies, many of which are larger than NSLIC, selling similar types of insurance. In NSLIC's block of accident and health insurance, it is in competition with many life insurance companies as well as with voluntary and government-sponsored plans for meeting hospitalization and medical expenses such as Blue Cross/Blue Shield, "Medicare" and "Medicaid." Future expansion of such programs or the establishment of additional government health programs could adversely affect the future of accident and health insurance on NSLIC's books. ITEM 2. DESCRIPTION OF PROPERTIES CICA owns its principal office in Austin, Texas, consisting of an 80,000 square foot office building. Approximately 33,000 square feet is occupied by CICA and its affiliates with the remainder of the building being leased or for lease. At December 31, 1997, the occupancy rate of the property was 100%. CICA also owns 1.10 acres of land with a 13,000 square foot office building which previously served as the Company's executive offices. The property has a book value of $104,000. A triple-net lease was executed during 1995 on the building for a term of three years, with a purchase option at a price of $850,000 during the period. The purchase option was not exercised, and in March, 1998, a purchase contract was executed with a third party for $840,000. 26 27 During 1995, CICA acquired through foreclosure, a 7,500 square foot office property in Wheatridge, Colorado for $116,000. Subsequently, the Company renovated the property, bringing its investment to $230,000. The property was listed for sale in December 1996. Management expects the ultimate realized value of the property to be $250,000 to $300,000. Through the acquisition of American Liberty Financial Corporation described above, the Company also owns a 6,324 square foot funeral home in Baker, Louisiana with a total cost of $473,000. This facility is owned and operated by a subsidiary, FHA. AIN owns a 13,000 square foot building in a suburb of Jackson, Mississippi. In March, 1998, this building was under a contract for sale at $537,000. ITEM 3. LEGAL PROCEEDINGS On September 25, 1997, the Company was notified that class action certification was granted September 15, 1997 to plaintiffs in a lawsuit (Dwain Kirkham et al. v. American Liberty Life Insurance Company et al., No. 25,954, 2nd Judicial District, Jackson Parish, Louisiana) filed against American Liberty Life Insurance Company "ALLIC") on August 19, 1996 and against Citizens, Inc. on December 20, 1996 (collectively "Defendants"). In the same ruling Defendants' motion for summary judgment and exception of prescription (statute of limitations) were denied. Defendants believe that these rulings are significantly in error. Defendants will appeal these rulings, during which time, the trial court proceedings will be stayed. Defendants intend to vigorously defend against these claims The lawsuit was filed by four individuals who purchased from ALLIC, prior to August 1, 1986, life insurance policies on their children and grandchildren. In the complaint, plaintiffs allege that the insurance policies were fraudulently misrepresented to be "retirement" and "insured savings" plans in which, after six or seven years, additional premiums would be unnecessary and monthly retirement income would be generated for plaintiffs. Plaintiffs also allege other causes of action including breach of contract and are seeking rescission, unspecified damages, interest and attorneys' fees. Prior to the class certification ruling, rescission of the insurance policies purchased by the four plaintiffs would have resulted in a total payment of $31,000 (including 33% for contingent attorneys fees). The activities described in plaintiffs' complaint allegedly occurred over 10 years ago with respect to certain types of insurance policies sold by an independent general agent. Prior to its recent merger into CICA, ALLIC had been a separate subsidiary of Citizens since September 1995. 27 28 As part of the acquisition, not all historical records of ALLIC were loaded on the computer system currently used. Further, no officers or managers of ALLIC are currently employed by the Company or any of its affiliates. Due to the unexpected nature of this ruling, the historical records have not been examined to determine if such an estimate can be developed. The Company from time to time may be a party to various legal proceedings incidental to its business. Management does not expect the ultimate resolution of these legal proceedings to have a material adverse impact on the financial condition of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to shareholders of Citizens during the fourth calendar quarter of 1997. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Citizens' Class A common stock is traded on the American Stock Exchange (Amex) under the symbol CIA. The high and low prices per share as supplied by the Amex Monthly Statistical Report are as follows.
1997 1996 ------------------------- ------------------------ QUARTER ENDED HIGH LOW HIGH LOW - --------------------- ---------- ---------- --------- ---------- March 31 $ 8.81 7.63 9.13 8.50 June 30 8.13 7.25 7.50 5.13 September 30 7.88 7.19 8.13 7.38 December 31 7.56 6.38 9.75 7.69
As of December 31, 1997, the approximate number of record owners of Citizens' Class A common stock was 15,000. Management estimates the number of beneficial owners to be approximately 57,000. Citizens has not paid dividends in any of the past four years and does not intend to pay cash dividends in the immediate future. For restrictions on the present and future ability to pay dividends, see Note 7 of the "Notes to Consolidated Financial Statements." ITEM 6. SELECTED FINANCIAL DATA The table below sets forth, in summary form, selective data of the Company. This data, which is not covered in the report of the independent auditors, should be 28 29 read in conjunction with the consolidated financial statements and notes which are included elsewhere herein (amounts in thousands except per share amounts).
YEAR ENDED DECEMBER 31, (IN THOUSANDS EXCEPT PER SHARE DATA) ---------------------------------------------------------------------------- 1993 1997 1996 1995 1994 (AS RESTATED) ---- ---- ---- ---- ------------- NET OPERATING REVENUES $ 65,027 $ 63,822 $ 53,130 $ 49,212 $ 42,761 NET INCOME $ 3,426 $ 2,214 $ 2,750 $ 4,175 $ 5,526 NET INCOME PER SHARE $ .16 $ .11 $ .16 $ .25 $ .34 TOTAL ASSETS $249,519 $ 218,277 $ 209,308 $ 149,798 $ 134,105 NOTES PAYABLE $ 937 $ 489 $ 773 $ 712 $ 1,101 TOTAL LIABILITIES $169,938 $ 151,394 $ 144,595 $ 114,742 $ 106,090 TOTAL STOCKHOLDERS' EQUITY $ 79,581 $ 66,883 $ 64,713 $ 35,056 $ 28,015 BOOK VALUE PER SHARE $ 3.83 $ 3.29 $ 3.24 $ 1.99 $ 1.68
See Part I (b) - Financial information regarding the insurance business and Item 7 - Management's Discussion and Analysis. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Citizens, Inc. pursuant to a Stock Purchase Agreement, purchased from Jansen Enterprises, Inc., a Texas corporation, 100% of the issued and outstanding shares of National Security Life and Accident Insurance Company (NSLIC) for $1,700,000, consisting of $1,000,000 cash, and restricted shares of Class A Common Stock valued at $700,000 in a transaction that closed on November 20, 1997. NSLIC is a Texas-domiciled life and A&H insurer with assets of approximately $5 million and annual revenues of approximately $5 million. In June 1997 Citizens acquired American Investment Network, Inc. (AIN), a life insurance holding company that was the parent of United Security Life Insurance Company, headquartered in Jackson, Mississippi with $7.5 million in assets, $3.4 million of stockholders' equity, annual revenues of $3.2 million and $67 million of life insurance in force. Citizens issued approximately 700,000 Class A shares in connection with the transaction, which was accounted for as a purchase. The companies operate in their respective locations under a combined management team with consolidation of computer data processing on the Citizens' system. In March 1997 CICA acquired the remaining 5.5% of FAIC not owned by ALLIC. CICA issued approximately 134,000 shares of Citizens Class A Common Stock to the minority holders of FAIC. Upon consummation of the acquisition of the minority interest, Citizens incurred a non-recurring charge to earnings of approximately $400,000. This charge is based upon the fair market value of the shares to be issued, less the minority interest acquired, and approximately $670,000 of goodwill. Subsequently, FAIC was liquidated. 29 30 To streamline its corporate structure, ALFC was merged into Citizens in June 1997. Also ALLIC was merged into CICA in June 1997. RESULTS OF OPERATIONS Net income for the year ended December 31, 1997 was $3,425,523 or $.16 per share compared to $2,213,726 or $.11 per share in 1996 and $2,750,212 or $.16 per share in 1995. Decreases in acquisition related expenses associated with ALLIC and economies of scale created by the combination of companies contributed to the increase in 1997 income. Increases in expense associated with the expansion of ALLIC's marketing activities was the primary factor of the decrease in earnings from 1995 to 1996. Total revenues for the year ended December 31, 1997 were $65,027,298 compared to $63,822,160 in 1996, an increase of 1.9%. Revenues increased from $53,130,172 in 1995 to the $63,822,160 in 1996. Decreased writing of new business by CICA in the international market and by ALLIC domestically was offset by the premium revenues of USLIC and NSLIC, which contributed to the increase in revenue in 1997. Additionally, only six months of revenues of USLIC and only one month of NSLIC's revenues are included in the 1997 results. The substantial revenue growth in 1996 is attributable to the inclusion of ALLIC for the entire year, which contributed approximately $9,200,000 to revenues. Premium income reached $55,362,616 in 1997, a 1.9% increase over the previous year when premium income totaled $54,303,445. The 1996 amount represented a 17.4% increase over 1995 when premiums amounted to $46,244,428. Declines in the production of international premium by CICA and domestically by ALLIC's former marketing operations during 1997 contributed to the nominal increase. Additionally, as stated above, the results for USLIC and NSLIC were not included for the entire year. In January, 1998, CICA introduced a new line of international products known as the Millennia 2000 series. Based on the early reception of these products by the Company's marketing consultants, management believes the production of new premium from this market, which has been flat for the past few years, should experience significant growth, although this result cannot be assured. Additionally, the products previously sold by ALLIC in the United States were not available following the merger of ALLIC into CICA until late in 1997 because of delays in obtaining requisite approval from state insurance regulatory authorities.. Management has been successful in returning the largest producing marketing organization of ALLIC to production and anticipates significant new production in 1998, compared to virtually none in 1997. Premiums for 1996 were boosted by the inclusion of ALLIC, which contributed $3.8 million of accident and health premium and an additional $4.1 million of life premiums. 30 31 It is management's belief that CICA, utilizing the marketing representatives who previously represented ALLIC, is better served to continue to exploit its niche selling specialty accident and health life products through existing distribution channels. The acquisition of USLIC and NSLIC also bring capable sales forces that have historically sold similar products; therefore management believes that the ability to "cross-sell" products between companies is high. Net investment income increased 9.29% during 1997 to $10,038,736 from $9,185,506 in 1996. In 1995, such income was $7,026,909. The 1997 results reflect the continuing expansion of the Company's asset base as well as the actions taken in previous years to change the mix and duration of the Company's invested assets. The 1996 results reflect actions taken during late 1994 and early 1995 to extend the duration of the Company's portfolio slightly to take advantage of higher yields. Overall, the duration was increased to approximately 6 years from 4 to 5 years. Additionally, the acquisition of ALLIC which increased the Company's invested assets by approximately $17.8 million, contributed, along with the Company's own internal growth. ALLIC represented $550,000 of 1995's investment income; however, this amount represented only slightly more than three months of earnings on that asset base. In 1996, the contribution was $1.2 million. The low yields available in the bond market during the Company's growth period have made it difficult to increase the return on the Company's invested assets without exposing the portfolio to undue risk; however, management believes that as yields change, the Company is positioned to take advantage of the investment opportunities that will present themselves and, thus, enhance future returns. Management hired the investment advisory firm of Asset Allocation and Management, Inc. of Chicago ("AAM"), Illinois in late 1995 to manage the Company's fixed maturity portfolio. It is the belief of management that an overall increase in returns can be achieved by implementing the plans of AAM to provide more diversity in the portfolio without significantly increasing risk. During 1996, a nominal reconfiguration was begun. In lieu of purchasing U.S. Treasury instruments, the Company began to purchase U.S. Government guaranteed mortgage pass-through securities. This program continued throughout 1997. Additionally, approximately $3 million of A to AA rated private placement bonds were acquired. Management expects to continue this strategy throughout 1998 as opportunities present themselves. Future policy benefit reserves increased $8,958,166 in 1997, compared to $8,198,243 in 1996 and $11,033,763 in 1995. Increased surrender activity was the primary reason for the lower reserve increases in 1997 and 1996. Additionally, in the early years of a policy, the net reserves (benefit reserve less deferred acquisition costs) are small due to the large capitalized costs in the first and second policy years. As the policy matures, the reserve increases. The Company's reserves are certified annually by an independent actuary. Such certification noted no deficiencies for the years presented. 31 32 Overall policyholder dividends increased 18% in 1997 amounting to $2,782,215, compared to $2,363,201 in 1996 and $2,422,168 in 1995. The 1997 growth is primarily due to the acquisition of USLIC, which increased the current year results by approximately $397,000. In late 1993, management reduced the dividends paid on various plans to reflect the lower levels of return that were available in the bond market. As a result, the dividends paid in recent years have not been growing as rapidly. Virtually all CICA's policies that have been sold since 1989 are participating. Participating policies represent a large majority (82%) of the Company's business in-force. As a result, management expects continued growth in this item subject to factors such as persistency and future sales; however, dividends are factored into the policies' premiums and thus management does not believe continued increases in dividend expense should impair or dilute future profitability. Claims and surrenders increased 7.5% in 1997, reaching $27,852,907 from $25,919,054 in 1996. In 1995, such expenses were $19,282,954. Death benefits increased to $4,475,083 in 1997, compared to $3,667,159 in 1996. In 1995, such benefits were $2,923,339. The increase in such claims in 1997 does not appear to be due to any trend. Rather, it is the result of the growing block of business written by the Company. Additionally, the pre-need and burial policies formerly sold by ALLIC were marketed to an older clientele and as such, higher claims are anticipated and factored into the product. The Company has historically adhered to a strict underwriting policy which requires complete medical examinations on all applicants who are foreign residents, except children, regardless of age or face amount of the policy applied for. For 1996 and future years, management initiated a change to more selective medical examinations in conjunction with dry spot blood tests and extensive medical questions on the application in order to lower the cost of new business without sacrificing necessary information for the underwriter. Additionally, X-rays and electrocardiograms are required depending on age and face amount of the policy. On all policies of $150,000 or more, inspection reports are required which detail the background resources and lifestyle of the applicant. The Company has developed numerous contacts throughout Latin America with which its underwriters can validate information contained in the application, medical or inspection report. Accident and Health benefits grew to $2,948,257 in 1997, compared to $1,719,244 in 1996, and $304,704 in 1995. The increase reflects the growing block of accident and health premium on the Company's books. Additionally, in 1997, the addition of USLIC contributed approximately $740,000 to the benefit amounts. In 1996, the acquisition of ALLIC caused such benefits to increase sharply because of the volume of A&H premium on ALLIC's books compared to the amount on CICA's books. In 1995, only three months of activity for ALLIC are included. 32 33 Endowment expense grew to $5,258,881 in 1997 from $5,192,607 in 1996. In 1995, such expenses were $4,631,261. Beginning in late 1990, Citizens introduced a new series of plans called "Ultra Expansion Plus" which carried an immediate endowment benefit of an amount elected by the policyowner. This endowment is factored into the premium of the policy and is paid annually. The relatively small increase from 1996 to 1997 reflects the decreased production of new business over the last three years. Management does not expect this benefit to adversely impact profitability since it is factored into the cost of the policy. Policy surrenders were $14,322,593 in 1997, compared to $14,421,683 in 1996 and $10,611,335 in 1995. The increase in surrenders in 1996 and 1995 is, in the opinion of management, due to acquisitions and the growing block of business in-force, as well as representative of the economic problems seen in Argentina during 1995 and early 1996. The decrease in 1997 is, in the opinion of management, the result of a campaign begun in mid-1997 to inform policyowners about the benefits of their policy. Other claim expenses amounted to $848,093 in 1997, $918,361 in 1996 and $812,315 in 1995. These expenses are comprised of supplemental contract benefits, interest on policy funds and assorted other miscellaneous policy benefits. During 1997, commissions decreased to $11,918,192 from $12,447,664 in 1996. In 1995 commissions were $10,273,173. The majority of such amounts paid relates to first year commissions which were $8,120,748, $8,677,297 and $7,292,264, respectively, in 1997, 1996, and 1995. The 1996 increases relate to improved sales activity in CICA and approximately $1.5 million associated with ALLIC. The decline in first year commissions during 1997 relates to the slowdown in new sales discussed earlier. Underwriting, acquisition and insurance expenses decreased to $6,992,402 in 1997 from $9,500,973 in 1996 and $7,102,401 in 1995. The 1996 expenses include approximately $3.2 million associated with ALLIC. Due to the consolidation of ALLIC's operations with CICA, management believes significant reductions have been achieved through economies of scale which are reflected in the 1997 results. It should be noted that only six months of expense associated with USLIC and one month from NSLIC are included. Management believes that through economies of scale which can be achieved in the future after conversion of systems of these companies, additional expense reductions can be made. In order to convert a majority of CICA's marketing overhead from fixed to variable, management began discussions in early 1997 with an independent international marketing company to serve as managing agent for the Company's international marketing activities. This firm will receive an overriding commission on all new business sold internationally in exchange for the absorption of all marketing management and promotion activities. By taking such 33 34 actions, management believes a significant amount of fixed overhead can be converted to a variable expense in 1998 and thereafter. Management has utilized firms such as this in previous periods with great success at obtaining increases in sales and expense reductions. Additionally, management undertook the expense reductions associated with ALLIC's marketing operations discussed previously. These actions should result in additional annual overhead reduction in future periods based upon the 1996 level of expenditures. Capitalized deferred policy acquisition costs were $9,804,022 in 1997, compared to $10,531,222 in 1996 and $10,579,704 in 1995. The decline in amounts in 1997 reflects the lower level of new sales experienced during the year, as well as the lower interest rate environment. There was an adjustment of capitalization for 1994 and after issued policies to reflect the lower interest rates available to be earned on the Company's investment portfolio compared to earlier years. Amortization of these costs was $9,630,705, $10,221,917 and $8,511,876 respectively in 1997, 1996, and 1995. The increased surrender activity discussed above contributed to the increased amortization in 1996. Amortization of cost of insurance acquired and excess of cost over net assets acquired increased to $2,305,127 in 1997 from $1,398,859 in 1996 and $678,997 in 1995. The increase is attributable to the goodwill and cost of insurance recorded on the acquisitions of USLIC, NSLIC, ALLIC and IIH. Because of the slowdown in sales activity on the part of the agency operations previously associated with ALLIC, management is monitoring the goodwill associated with the acquisition of ALLIC in 1995. Should actual production levels be less than anticipated production, the potential exists that the Company would have to charge-off the goodwill associated with such decline. Management, in conjunction with its independent actuaries is monitoring this recoverability on a quarterly basis. At December 31, 1997, all goodwill on the Company's balance sheet was recoverable within the period of amortization. Because of the production by former ALLIC agents discussed above, management believes that there should not be future issues associated with such goodwill recovery; however, in the event any such amount proved unrecoverable, a charge in the appropriate period will be booked. LIQUIDITY AND CAPITAL RESOURCES Stockholders' equity increased to $79,581,698 at December 31, 1997 from $66,883,016 in 1996. The acquisition of USLIC and NSLIC and the income earned during the period were the primary reasons for the growth in equity during 1997. The increase in equity during the year was enhanced by the improvement in the market value (approximately $2.3 million, net of tax) on the Company's available-for-sale bond portfolio. This unrealized gain was attributable to increases in prices in the bond market in 1997. 34 35 The Company's second offering of Class A common stock pursuant to Regulation S was initiated in May 1995. The second offering, to the Company's international policyholders, originally was planned to expire on October 31, 1997. Shares were priced at $7.50 and purchasers were required to agree to a three-year holding period. The offering was terminated in June, 1997. Approximately $1 million of additional capital was raised through the offering. Invested assets grew to $162,651,692 in 1997 from $138,311,136 at December 31, 1996, an increase of 17.6%. The acquisition of USLIC and NSLIC contributed to said increase. The balance of the growth is attributable to the internal growth achieved by the Company. At December 31, 1997, fixed maturities have been categorized into two classifications: Fixed maturities held to maturity, which are valued at amortized cost, and fixed maturities available for sale which are valued at market. The Company does not have a plan to make material dispositions of fixed maturities during 1998; however, because of continued uncertainty regarding long-term interest rates, management cannot rule out sales during 1998. Fixed maturities held to maturity, amounting to $5,617,131 consist of U.S. Treasury securities. Management has the intent and believes the Company has the ability to hold the securities to maturity. The Company's mortgage loan portfolio, which constitutes 0.8% of invested assets at December 31, 1997, (1.2% at December 31, 1996) has historically been composed of small residential loans in Texas. At December 31, 1997, one mortgage loan with a principal balance of approximately $38,400 was in default. At December 31, 1996, no loans were in default. Management has established a reserve of $50,000 at December 31, 1997 and 1996 (approximately 3% of the mortgage portfolio's balance) to cover potential unforeseen losses in the Company's mortgage portfolio. Policy loans comprise 12.6% of invested assets at December 31, 1997 compared to 14.3% at December 31, 1996. These loans, which are secured by the underlying policy values, have yields ranging from 5% to 10% percent and maturities that are related to the maturity or termination of the applicable policies. Management believes that the Company maintains more than adequate liquidity despite the uncertain maturities of these loans. Cash balances of the Company in its primary depository, Chase Bank of Texas, Austin, Texas, were significantly in excess of Federal Deposit Insurance Corporation (FDIC) coverage at December 31, 1997 and 1996. Management monitors the solvency of all financial institutions in which it has funds to minimize the exposure for loss. Management does not believe the Company is at risk for such a loss. During 1998, the Company intends to utilize highly-rated commercial paper as a cash management tool to minimize excess cash balances and enhance return. 35 36 In February 1992, the Company paid cash for an 80,000 square foot office building in Austin, Texas to serve as its primary office. This building will, in the opinion of management, provide adequate space for the Company's operations for many years. Renovation and remodeling of the property began in the third quarter of 1992 and the Company relocated to the building in September 1993. The Company occupies approximately 33,000 square feet of space in the building. The Company's former office property, consisting of approximately 13,000 square feet in Austin, with a carrying value of $104,000 was leased to a third party on a triple-net basis for three years during 1995. The lease provided that the party could purchase the building during the first 18 months of the lease for $850,000 cash, with no lease payments applying to the purchase price. The option period expired in 1996. The property was placed under a contract of sale in March 1998 for $840,000. CICA owned 1,821,332 and 1,955,457 shares of Citizens Class A common stock at December 31, 1997 and 1996, respectively. For statutory accounting purposes, CICA received written approval from the Colorado Insurance Department to carry its investment in Citizens in 1996 at 50% of the fair market value limited to 7% of admitted assets, which differs from prescribed statutory accounting practices. Statutory accounting practices prescribed by Colorado require that the Company carry its investment at market value reduced by the percentage ownership of Citizens by CICA, limited to 2% of admitted assets. As of December 31, 1997, the Company valued the shares in accordance with prescribed statutory accounting practices. In the Citizens' consolidated financial statements, this stock is shown as treasury stock. CICA had outstanding at December 31, 1997, a $400,000 surplus debenture payable to Citizens. For statutory accounting purposes, this debenture is a component of surplus, while for GAAP it is eliminated in consolidation. Citizens has recognized a liability for its related obligation to a bank in a like amount. The NAIC has established minimum capital requirements in the form of Risk-Based Capital ("RBC"). Risk-based capital factors the type of business written by a company, the quality of its assets, and various other factors into account to develop a minimum level of capital called "authorized control level risk-based capital" and compares this level to an adjusted statutory capital that includes capital and surplus as reported under Statutory Accounting Principles, plus certain investment reserves. Should the ratio of adjusted statutory capital to control level risk-based capital fall below 200%, a series of actions by the Company would begin. At December 31, 1997, CICA, NSLIC, USLIC and CILIC were well above required minimum levels. INFORMATION SYSTEMS AND THE YEAR 2000 36 37 The inability of computers, software and other equipment utilizing microprocessors to recognize and properly process data fields containing a two-digit year is generally referred to as the Year 2000 compliance issue. As the year 2000 approaches, such systems may be unable to accurately process certain date-based or date-sensitive information. The Company is in the process of identifying all significant applications that will require modification to ensure Year 2000 compliance. Internal resources will be used as necessary to make the required modifications and to test and verify Year 2000 compliance. Due to the nature of the programming of the Company's core processing systems, such date oriented issues are not a problem since the dates are stored as the number of days since the year 1900, rather than as a two-digit field. Accordingly a significant part of the Company's efforts to ensure Year 2000 compliance will be to obtain assurances from vendors that timely upgrades will be made available to make third party software Year 2000 compliant. Additionally, the Company will contact companies with whom it does business and upon whose systems the Company may indirectly rely, to obtain assurances that such systems will be timely modified. The Company anticipates that it will complete this process in early 1999, leaving adequate time to assess and resolve any significant remaining issues. The cost of Year 2000 compliance is not expected to be material to the Company's financial position or results of operations in any one year. 37 38 FINANCIAL ACCOUNTING STANDARDS In February 1997, the FASB issued Statement 128 "Earnings per Share" ("Statement 128"). Statement 128 establishes the standards for computing and presenting earnings per share ("EPS"). This statement replaces the presentation of primary EPS with a presentation of basic EPS and requires dual presentation of basic and diluted EPS. Statement 128 is effective for fiscal years ending after December 15, 1997. Implementation did not have a material impact on the Company's earnings per share. In June 1997, the FASB issued Statement 130 "Reporting Comprehensive Income" ("Statement 130"). Statement 130 establishes the standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Statement 130 is effective for fiscal periods beginning after December 15, 1997. The Company does not believe that this statement will have an impact on future operations or liquidity. 38 39 ITEM 8. FINANCIAL STATEMENTS CITIZENS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
PAGE REFERENCE --------- Independent auditor's report 44 Consolidated balance sheets at December 31, 1997 and 1996 45-46 Consolidated statements of operations - years ended December 31, 1997, 1996 and 1995 47-48 Consolidated statements of stockholders' equity - years ended December 31, 1997, 1996 and 1995 49 Consolidated statements of cash flows - years ended December 31, 1997, 1996 and 1995 50-52 Notes to consolidated financial statements 53-71 Schedules at December 31, 1997 and 1996: Schedule II - Condensed Financial Information of Registrant 72-74 Schedules for each of the years in the three-year period ended December 31, 1997: Schedule IV - Reinsurance 75
All other schedules have been omitted as the required information is inapplicable or the information required is presented in the financial statements or the notes thereto filed elsewhere herein. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the 24 months preceding the date of the audited financial statements of Citizens included herein, there has been no change of accountants made by Citizens, nor has it reported on Form 8-K any disagreements between the Company and its independent accountants. 39 40 PART III Items 10, 11, 12, and 13 of this Report incorporate by reference the information in the Company's definitive proxy material under the headings "Stock and Principal Stockholders," "Control of the Company," "Election of Directors," `Executive Officers," "Executive Officer and Director Compensation" and "Certain Reports" to be filed with the Securities and Exchange Commission within 120 days after December 31, 1997. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1 AND 2 FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The financial statements and schedules listed on the following index to financial statements and financial statement schedules are filed as part of this Form 10-K. (a) 3 EXHIBITS
EXHIBIT EXHIBIT NO. DESCRIPTION PAGE NO. ----------- ----------- -------- (1) Underwriting Agreement N/A (2) Plan of acquisition, reorganization, arrangement, liquidation or succession (e) (3) 3.1 Articles of Incorporation; as amended (d) 3.2 Bylaws (b) (4) Instruments defining the rights of security holders, including indentures N/A (5) Opinion re: Legality N/A (6) (Removed and Reserved) N/A (7) (Removed and Reserved) N/A (8) Opinion re: Tax Matters N/A (9) Voting Trust Agreement N/A (10) Material Contracts 10.1 Automatic Yearly Renewable term (NR) Life Reinsurance Agreement between Citizens Insurance Company of America and The Centennial Life Insurance Company dated March 1, 1982 (a) 10.2 Stock Purchase Agreement between Citizens Insurance Company of America and Citizens, Inc. (a)
40 41 10.3 Plan and Agreement of Merger and Exchange by and among Insurance Investors & Holding Co., Central Investors Life Insurance Company of Illinois, Citizens, Inc. and Citizens Acquisition, Inc. (g) 10.4 Self-Administered Automatic Reinsurance Agreement - Citizens Insurance Company of America and Riunione Adriatica di Sicurta, S.p.A. (h) 10.5 Plan and Agreement of Exchange dated October 28, 1996 between Citizens, Inc. and American Investment Network, Inc. (h) 10.6 Agreement and Plan of Merger dated October 31, 1996 between Citizens Insurance Company of America, CICA Acquisition, Inc., and First American Investment Corporation (h) 10.7 Plan and Agreement of Merger dated November 22, 1996 between Citizens, Inc. and American Liberty Financial Corporation, as amended (i) 10.8 Plan and Agreement of Merger dated November 22, 1996 between Citizens Insurance Company of America and American Liberty Life Insurance Company, as amended (i) 10.9 Bulk Accidental Death Benefit Reinsurance Agreement between Connecticut General Life Insurance Company and Citizens Insurance Company of America, as amended Plan and Agreement of Exchange dated October 28, 1996 (i) 10.10 Plan and Agreement of Exchange between American Investment Network, Inc., and Citizens Insurance Company of America filed dated October 28, 1996 herewith 10.11 Stock Purchase Agreement dated August 13, 1997 between Jansen Enterprises, Inc., Joe T. Bailey D. Steven Hansen, filed and Citizens Inc. herewith (11) Statement re: Computation of per share earnings N/A (12) Statement re: Computation of ratios N/A (13) Annual report to security holders, Form 10-Q or quarterly report to N/A security holders (14) (Removed and Reserved) N/A (15) Letter re: Unaudited interim financial statements N/A (16) Letter re: Change in certifying accountant N/A (17) Letter re: Director resignation N/A (18) Letter re: Change in accounting principles N/A (19) Report furnished to security holders N/A (20) Other documents or statements to security holders N/A
41 42 (21) Subsidiaries of the registrant Filed herewith (22) Published report regarding matters submitted to a vote of security holders N/A (23) Independent Auditor's consent Filed herewith (24) Power of Attorney See signature page (25) Statement of eligibility of trustee N/A (26) Invitations for competitive bids N/A (27) Financial Data Schedule Filed herewith (28) (Removed and Reserved) N/A (99) Additional Exhibits N/A
- ---------------- (a) Filed as a part of the Amendment No. 1 to Registration Statement on Form S-4, SEC File No. 33--4753, filed on or about June 19, 1992. (b) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. (c) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference. (d) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (e) Filed with or referenced in the Registrant's Current Report on Form 8-K dated December 9, 1994 and incorporated herein by reference. (f) Filed as a part of the Registration Statement on Form S-4, SEC File No. 33--59039, filed on or about May 2, 1995. (g) Filed as a part of the Registration Statement on Form S-4, SEC File No. 33--63275, filed on or about October 6, 1995. (h) Filed as a part of the Registration Statement on Form S-4, SEC File No. 333--16163, filed on or about November 14, 1996. (i) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. (b) REPORTS ON FORM 8-K No Reports on Form 8-K were filed by Citizens during the fourth quarter of 1997. 42 43 CITIZENS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
PAGE REFERENCE --------- Independent auditors' report 44 Consolidated balance sheets at December 31, 1997 and 1996 45-46 Consolidated statements of operations - years ended December 31, 1997, 1996 and 1995 47-48 Consolidated statements of stockholders' equity - years ended December 31, 1997, 1996 and 1995 49 Consolidated statements of cash flows - years ended December 31, 1997, 1996 and 1995 50-52 Notes to consolidated financial statements 53-71 Schedules at December 31, 1997 and 1996: Schedule II - Condensed Financial Information of Registrant 72-74 Schedules for each of the years in the three-year period ended December 31, 1997: Schedule IV - Reinsurance 75
All other schedules have been omitted as the required information is inapplicable or the information required is presented in the financial statements or the notes thereto filed elsewhere herein. 43 44 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Citizens, Inc.: We have audited the consolidated financial statements of Citizens, Inc. and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedules as listed in the accompanying index. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Citizens, Inc. and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. KPMG PEAT MARWICK LLP Dallas, Texas March 18, 1998 44 45 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1997 AND 1996
ASSETS 1997 1996 ----- ---- Investments (note 2): Fixed maturities held to maturity, at amortized cost (market $5,704,000 in 1997 and $5,217,000 in 1996) $ 5,617,131 $ 5,627,256 Fixed maturities available for sale at market (cost $130,621,420 in 1997 and $110,759,634 in 1996) 133,021,681 109,723,050 Equity securities, at market (cost $983,513 in 1997 and $89,580 in 1996) 978,391 50,155 Mortgage loans on real estate (net of reserve of $50,000 in 1997 and 1996) 1,287,295 1,672,522 Policy loans 20,466,184 19,819,125 Guaranteed student loans (net of reserve of $10,000 in 1997 and 1996) 81,681 298,683 Other long-term investments 899,329 920,345 Short-term investments 300,000 200,000 ------------ ------------ Total investments 162,651,692 138,311,136 Cash 6,454,956 6,085,383 Other receivables 1,007,878 594,088 Accrued investment income 2,010,512 1,682,084 Reinsurance recoverable 2,069,423 1,773,541 Deferred policy acquisition costs 37,107,070 36,933,753 Other intangible assets 2,596,925 1,633,625 Federal income tax receivable -- 357,608 Deferred federal income tax (note 12) 572,430 743,712 Cost of insurance acquired (note 3) 10,639,667 7,219,594 Excess of cost over net assets acquired (note 3) 17,466,123 16,756,433 Property, plant and equipment 5,795,573 5,442,578 Other assets 1,147,186 743,636 ------------ ------------ $249,519,435 $218,277,171 ============ ============
45 46 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS, CONTINUED DECEMBER 31, 1997 AND 1996
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996 ---- ---- Liabilities: Future policy benefit reserves (notes 4 and 5): Life insurance $ 140,003,642 $ 126,910,222 Annuities 3,819,861 3,936,178 Accident and health 8,295,539 6,219,274 Dividend accumulations 4,789,194 3,961,603 Premium deposits 2,010,102 1,803,358 Policy claims payable (notes 4, 5 and 10) 3,488,484 2,966,818 Other policyholders' funds 1,873,588 1,958,992 ------------- ------------- Total policy liabilities 164,280,410 147,756,445 Other liabilities 2,703,346 2,052,001 Commissions payable 880,811 928,288 Notes payable (note 6) 937,430 489,166 Federal income tax payable 762,992 -- Amounts held on deposit 372,748 168,255 ------------- ------------- Total liabilities 169,937,737 151,394,155 ------------- ------------- Stockholders' equity (notes 7, 8, and 9): Common stock: ClassA, no par value, 50,000,000 shares authorized 22,708,910 shares issued in 1997 and 21,761,894 shares issued in 1996, including shares in treasury of 1,943,822 in 1997 and 2,077,947 in 1996 52,790,643 45,941,552 Class B, no par value, 1,000,000 shares authorized, 621,049 shares issued and outstanding in 1997 and 1996 283,262 283,262 Unrealized investment gain (loss) (note 2) 1,580,790 (710,166) Retained earnings 26,856,157 23,430,634 ------------- ------------- 81,510,852 68,945,282 Treasury stock, at cost (1,929,154) (2,062,266) ------------- ------------- Total stockholders' equity 79,581,698 66,883,016 ------------- ------------- Commitments and contingencies (notes 5, 8, and 10) $ 249,519,435 $ 218,277,171 ============= =============
See accompanying notes to consolidated financial statements. 46 47 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS DECEMBER 31, 1997 AND 1996
1997 1996 1995 ---- ---- ---- Revenues: Premiums (notes 5 and 11): Life insurance $ 49,696,698 $ 49,873,673 $ 45,426,887 Accident and health 5,299,783 4,040,688 698,206 Annuity and universal life considerations 366,135 389,084 119,335 Net investment income (note 2) 10,038,736 9,185,506 7,026,909 Realized gains (losses) on investments (note 2) (320,125) 226,212 (109,096) Other income 23,945 136,566 75,062 Interest expense (77,874) (29,569) (107,131) ------------ ------------ ------------ Total revenues 65,027,298 63,822,160 53,130,172 ------------ ------------ ------------ Benefits and expenses: Insurance benefits paid or provided: Increase in future policy benefit reserves 8,958,166 8,198,243 11,033,763 Policyholders' dividends 2,782,215 2,363,201 2,422,168 Claims and surrenders (note 5) 27,852,907 25,919,054 19,282,954 Annuity expenses 361,862 684,440 652,976 ------------ ------------ ------------ Total insurance benefits paid or provided 39,955,150 37,164,938 33,391,861 Commissions 11,918,192 12,447,664 10,273,173 Other underwriting, acquisition and insurance expenses 6,992,402 9,500,973 7,102,401 Capitalization of deferred policy acquisition costs (9,804,022) (10,531,222) (10,579,704) Amortization of deferred policy acquisition costs 9,630,705 10,221,917 8,511,876 Amortization of cost of insurance acquired and excess of cost over net assets acquired (note 3) 2,305,127 1,398,859 678,997 ------------ ------------ ------------ Total benefits and expenses 60,997,554 60,203,129 49,378,604 ------------ ------------ ------------
(Continued) 47 48 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS, CONTINUED YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ---- ---- ---- Income before Federal income taxes $4,029,744 $3,619,031 $3,751,568 Federal income tax expense 604,221 1,405,305 1,001,356 ---------- ---------- ---------- (note 12) Net income $3,425,523 $2,213,726 $2,750,212 ========== ========== ========== Basic and diluted earnings per share of common stock (notes 1 and 8) $ .16 $ .11 $ .16 ========== ========== ==========
See accompanying notes to consolidated financial statements. 48 49 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
COMMON STOCK UNREALIZED TOTAL --------------------------- INVESTMENT RETAINED TREASURY STOCKHOLDERS' CLASS A CLASS B GAINS (LOSSES) EARNINGS STOCK EQUITY ------- ------- -------------- -------- ----- ------ BALANCE AT DECEMBER 31, 1994 $ 21,457,303 $ 283,262 $ (2,970,597) $ 18,466,696 $(2,181,291) $ 35,055,373 Net income -- -- -- 2,750,212 -- 2,750,212 Unrealized investment gains, net -- -- 4,238,344 -- -- 4,238,344 Acquisition of ALFC (note 9) 22,246,163 -- -- -- -- 22,246,163 Sale of stock 638,980 -- -- -- -- 638,980 Stock issuance costs (257,495) -- -- -- -- (257,495) Retire shares held in treasury stock (114,782) -- -- -- 114,782 -- Sale of treasury stock 37,170 -- -- -- 4,243 41,413 ------------ ---------- ------------ ------------ ----------- ------------ BALANCE AT DECEMBER 31, 1995 $ 44,007,339 $ 283,262 $ 1,267,747 $ 21,216,908 $(2,062,266) $ 64,712,990 ============ ========== ============ ============ =========== ============ Net income -- -- -- 2,213,726 -- 2,213,726 Unrealized investment gains, net -- -- (1,977,913) -- -- (1,977,913) Acquisition of IIH (note 9) 1,542,501 -- -- -- -- 1,542,501 Sale of stock 445,462 -- -- -- -- 445,462 Stock issuance costs (157,500) -- -- -- -- (157,500) Exercise of options (note 8) 103,750 -- -- -- -- 103,750 ------------ ---------- ------------ ------------ ----------- ------------ BALANCE AT DECEMBER 31, 1996 $ 45,941,552 $ 283,262 $ (710,166) $ 23,430,634 $(2,062,266) $ 66,883,016 ============ ========== ============ ============ =========== ============ Net income -- -- 3,425,523 -- 3,425,523 Unrealized investment gains, net -- 2,290,956 -- -- 2,290,956 Acquisition of minority interest in -- FAIC (Note 9) 932,584 -- -- -- 133,112 1,065,696 Acquisition of AIN (Note 9) 5,320,895 -- -- -- -- 5,320,895 Acquisition of NSLIC (Note 9) 700,000 -- -- -- 700,000 Stock options exercised (Note 8) 130,500 -- -- -- -- 130,500 Stock issuance costs (234,888) -- -- -- -- (234,888) ------------ ---------- ------------ ------------ ----------- ------------ BALANCE AT DECEMBER 31, 1997 $ 52,790,643 $ 283,262 $ 1,580,790 $ 26,856,157 $(1,929,154) $ 79,581,698 ============ ========== ============ ============ =========== ============
See accompanying notes to consolidated financial statements. 49 50 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ---- ---- ---- Cash flows from operating activities: Net income $ 3,425,523 $ 2,213,726 $ 2,750,212 Adjustments to reconcile net income to net cash provided by operating activities, net of assets acquired: Realized gains (losses) on sale of investments and other assets (320,125) 226,212 (109,096) Accrued investment income (236,828) 372,781 (131,835) Net deferred policy acquisition costs (173,317) (309,305) (2,086,984) Amortization of cost of insurance acquired and excess cost over net assets acquired 2,305,127 1,398,859 678,997 Change in: Other receivables (134,853) 626,300 602,662 Future policy benefit reserves 9,511,158 8,357,859 9,929,505 Other policy liabilities (291,121) 34,343 1,527,695 Deferred Federal income tax (1,008,907) (407,226) (981,068) Federal income tax 1,120,600 (1,368,629) (104,424) Commissions payable and other liabilities (569,763) 226,675 (224,308) Amounts held on deposit 204,491 (99,348) (42,829) Other, net 95,349 672,085 613,198 ------------ ------------ ------------ Net cash provided by operating activities 13,927,334 11,944,332 12,421,725 ------------ ------------ ------------ Cash flows from investing activities: Maturity of fixed maturities held to maturity -- -- 2,600,000 Sale of fixed maturities available for sale 19,967,749 16,403,929 28,419,387 Maturity of fixed maturities available for sale 3,596,134 5,811,179 -- Purchase of fixed maturities available for sale (36,553,342) (33,759,945) (38,614,148) Sale of equity securities 619,277 66,251 1,892 Purchase of equities securities (511,231) -- -- Principal payments on mortgage loans 510,561 391,804 652,819 Mortgage loans funded (125,334) (203,718) (54,875) Guaranteed student loans funded (60,131) (100,902) (272,635) Guaranteed student loans sold 277,133 135,606 179,491 Sale of other long-term investments and property, plant and equipment 21,291 (303,567) 474,257
(Continued) 50 51 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ---- ---- ---- Cash and short-term investments provided by mergers 834,290 355,654 $ 1,178,600 Acquisition of NSLIC (1,000,000) -- -- Increase in policy loans (net) (638,141) (801,105) (3,491,760) Purchase of other long-term investments and property, plant and equipment (197,286) (691,632) (947,733) ------------ ------------ ------------ Net cash used by investing activities (13,259,030) (12,696,446) (9,874,705) ------------ ------------ ------------ Cash flows from financing activities: Additional borrowings on notes payable -- -- 60,461 Payments on notes payable (94,343) (603,068) -- Sale of stock, net (104,388) 391,712 381,485 ------------ ------------ ------------ Net cash provided (used) by financing activities (198,731) (211,356) 441,946 ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents 469,573 (963,470) 2,988,966 ------------ ------------ ------------ Cash and cash equivalents at beginning of year 6,285,383 7,248,853 4,259,887 ------------ ------------ ------------ Cash and cash equivalents at end of year 6,754,956 6,285,383 7,248,853 ============ ============ ============
Supplemental disclosures of cash flow information:
1997 1996 1995 ---- ---- ---- Cash paid during the year for: Interest $ 77,874 $ 38,826 $ 53,030 ============ ============ ============ Income taxes $ 800,000 $ 3,195,245 $ 2,000,000 ============ ============ ============
(Continued) 51 52 CITIZENS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 Supplemental disclosures of non-cash investing and financing activities (see also Note 9): The Company issued Class A stock and cash to purchase all of the capital stock of AIN, NSLIC, and the minority ownership in FAIC in 1997, IIH in 1996 and ALFC in 1995. In conjunction with the acquisitions, liabilities were assumed as follows: 1997 1996 1995 ---- ---- ---- Fair value of tangible assets acquired $ 9,726,825 $ 2,381,252 $ 20,330,059 Fair value of intangible assets acquired, gross 6,795,488 614,665 21,653,585 ------------ ------------ ------------ Net assets acquired 16,522,313 2,995,917 41,983,644 Capital stock issued and cash paid (8,086,591) (1,542,501) (22,246,163) ------------ ------------ ------------ Liabilities assumed $ 8,435,722 $ 1,453,416 $ 19,737481 ============ ============ ============ Issuance of 134,125 treasury shares in 1997 and and 4,248 treasury shares in 1995 $ 133,112 $ -- $ 41,413 ============ ============ ============
See accompanying notes to consolidated financial statements. 52 53 CITIZENS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997, 1996 AND 1995 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) NATURE OF BUSINESS The consolidated financial statements include the accounts and operations of Citizens, Inc. (Citizens), incorporated in the state of Colorado on November 8, 1977 and its wholly-owned subsidiaries, Citizens Insurance Company of America (CICA), Computing Technology, Inc. (CTI), formerly Continental Leasing Company, Insurance Investors, Inc. (III), American Liberty Financial Corp. (ALFC), Insurance Investors and Holding Company (IIH), American Investment Network (AIN) and National Security Life and Accident Insurance Company (NSLIC). ALFC and its subsidiaries, American Liberty Life Insurance Company (ALLIC), First American Investment Corp. (FAIC), and American Liberty Exploration Company (ALEC) were acquired by Citizens in September 1995. IIH, which was acquired in March 1996, owns Central Investors Life Insurance Company of Illinois (CILIC). Effective January 1, 1997, ALFC was merged into Citizens and ALLIC and FAIC were merged into CICA. Citizens and its subsidiaries are collectively referred to as "the Company." All significant intercompany accounts and transactions have been eliminated. Citizens provides life and health insurance policies through four of its subsidiaries - CICA, United Security Life Insurance Company (USLIC), NSLIC and CILIC. CICA sells ordinary whole-life policies internationally, burial insurance, pre-need policies, accident and health specified disease, hospital indemnity, and accidental death policies, throughout the southern United States and USLIC and NSLIC sell participating whole life policies and specialty individual accident and health policies. CILIC does not actively market insurance policies, but does administer an in-force block of life insurance. (b) INVESTMENTS, OTHER THAN AFFILIATES Investments are shown on the following basis: 1. Fixed maturities, primarily consisting of bonds which the Company has the ability and intent to hold to maturity are carried at amortized cost. Fixed maturities which may be sold prior to maturity to support the Company's investment strategies are considered held as available for sale and carried at fair 53 54 value as of the balance sheet date. The unrealized holding gains or losses included in the separate component of equity for securities transferred from available-for-sale to held-to-maturity are maintained and amortized into earnings over the remaining life of the security as an adjustment to yield in a manner consistent with the amortization or accretion of premium or discount on the associated security. 2. Equity securities include non-redeemable preferred stock and are reported at fair value. 3. Mortgage loans on real estate, policy loans, and guaranteed student loans are reported at unpaid principal balances less an allowance for uncollectible amounts, if any. 4. Other long-term investments consist primarily of real estate which is recorded at the lower of fair value minus estimated costs to sell, or cost. If the fair value of the real estate minus estimated costs to sell is less than cost, a valuation allowance is provided for the deficiency. Increases in the valuation allowance are charged to income. 5. Short-term investments consist of treasury bills and commercial paper with maturities of ninety days or less, or commercial paper, and are carried at cost, which approximates market. Unrealized appreciation (depreciation) of equity securities and fixed maturities held for sale is shown as a separate component of stockholders' equity, net of tax, and is not included in the determination of net income. Costs of investments sold are determined using the specific identification method. Net realized gains and losses are included in other income and expenses as incurred. The Company has assets with a fair value of $10,652,298 at December 31, 1997 and $8,382,149 at December 31, 1996 on deposit with various state regulatory authorities to fulfill statutory requirements. (c) PREMIUM REVENUE AND RELATED EXPENSES Premiums on life and accident and health policies are reported as earned when due or, for short duration contracts, over the contract periods. Benefits and expenses are associated with earned premiums so as to result in recognition of profits over the estimated life of the contracts. This matching is accomplished by means of 54 55 provisions for future benefits and the capitalization and amortization of deferred policy acquisition costs. Annuities are accounted for in a manner consistent with accounting for interest bearing financial instruments. Premium receipts are not reported as revenues but rather as deposits to annuity contracts. (d) DEFERRED POLICY ACQUISITION COSTS AND COST OF INSURANCE ACQUIRED Acquisition costs, consisting of commissions and policy issuance and underwriting expenses which relate to and vary with the production of new business, are deferred. These deferred policy acquisition costs are amortized primarily over the estimated premium paying period of the related policies in proportion to the ratio of the annual premium recognized to the total premium revenue anticipated using the same assumptions as were used in computing liabilities for future policy benefits. The Company uses the factor method to determine the amount of costs to be capitalized and the ending asset balance. This method limits the amount of deferred cost to their estimated realizable value. The value of insurance acquired in the Company's various acquisitions, which is included in cost of insurance acquired in the accompanying consolidated financial statements, was determined based on the present value of future profits discounted at a risk rate of return. The cost of insurance acquired is being amortized over the anticipated premium paying period of the related policies. (e) POLICY LIABILITIES AND ACCRUALS Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, dividends on participating business, mortality and withdrawals based upon the Company's and industry experience, which provide for possible unfavorable deviation (see note 4). Annuity benefits are carried at accumulated contract values based on premiums paid by participants, annuity rates of return ranging from 3.0% to 7.0% (primarily at 4.0% - 5.5%) and annuity withdrawals. Premium deposits accrue interest at rates ranging from 3.5% to 8.25% per annum. Cost of insurance is included in premium when collected and interest is credited annually to the deposit account. Policy and contract claims are based on case-basis estimates for reported claims, and on estimates, based on experience, for incurred but unreported claims and loss expenses. 55 56 (f) EXCESS OF COST OVER NET ASSETS ACQUIRED AND OTHER INTANGIBLE ASSETS The excess of cost over the fair value of net assets acquired in mergers and acquisitions is amortized on a straight-line basis ranging from 5 to 20 years. Other intangible assets, primarily the value of state licenses, are amortized on a straight-line basis over 10 years. The Company continually monitors long-lived assets and certain intangible assets, such as excess of cost over net assets acquired and cost of insurance acquired, for impairment. An impairment loss is recorded in the period in which the carrying value of the assets exceeds the fair value or expected future cash flows. Any amounts deemed to be impaired are charged, in the period in which such impairment was determined, as an expense against earnings. (g) PARTICIPATING POLICIES At December 31, 1997 and 1996, participating business approximated 82% and 86%, respectively, of life insurance in-force and premium income. The amount of dividends to be paid is determined annually by the Board of Directors. (h) EARNINGS PER SHARE Basic and diluted earnings per share have been computed using the weighted average number of shares of common stock outstanding during each period. The weighted average shares outstanding for the years ended December 31, 1997, 1996 and 1995 were 20,868,921, 20,236,469, and 17,668,047, respectively. (i) INCOME TAXES For the year ended December 31, 1997 the Company will file six separate tax returns as follows: 1) Citizens, Inc., CICA and all direct non-life subsidiaries, excluding FAIC and AIN 2) FAIC and its subsidiaries 3) AIN 4) USLIC 5) NSLIC and 6) CILIC. For the year ended December 31, 1996 the Company filed three separate tax returns as follows: 1) Citizens, Inc., CICA, and all direct non-life subsidiaries, excluding FAIC 2) CILIC 3) FAIC and its subsidiaries. For the year ended December 31, 1995 the Company filed one consolidated return which included Citizens, Inc., CICA, and all direct non-life subsidiaries, excluding FAIC. Two additional returns were filed at December 31, 1995 which included FAIC and its subsidiaries and ALLIC. 56 57 Deferred tax asset and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (j) ACCOUNTING PRONOUNCEMENTS In February 1997, the FASB issued Statement 128 "Earnings per Share" ("Statement 128"). Statement 128 establishes the standards for computing and presenting earnings per share ("EPS"). This statement replaces the presentation of primary EPS with a presentation of basic EPS and requires dual presentation of basic and diluted EPS. Statement 128 is effective for fiscal years ending after December 15, 1997. Implementation did not have a material impact on the Company's earnings per share. In June 1997, the FASB issued Statement 130 "Reporting Comprehensive Income" ("Statement 130"). Statement 130 establishes the standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Statement 130 is effective for fiscal periods beginning after December 15, 1997. The Company does not believe that this statement will have an impact on future operations or liquidity. (k) CASH EQUIVALENTS The Company considers as cash equivalents all securities whose duration does not exceed ninety days at the date of acquisition. These securities are reflected as short-term investments in the accompanying consolidated financial statements. 57 58 (l) DEPRECIATION Depreciation is calculated on a straight line basis using estimated useful lives ranging from 3 to 10 years. Leasehold improvements are depreciated over the estimated life of 30 years. (m) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. (n) RECLASSIFICATIONS Certain reclassifications have been made to the 1996 and 1995 amounts to conform with the 1997 presentation. (2) INVESTMENTS A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed other than temporary is charged to earnings resulting in the establishment of a new cost basis for the security. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities classified as available-for-sale and held-to-maturity are included in earnings and are derived using the specific identification method for determining the cost of securities sold. 58 59 The amortized cost and estimated fair values of investments in debt securities as of December 31, 1997 and 1996 respectively, are as follows:
1997 --------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ---- ----- ------ ----- Fixed maturities held-to-maturity: US Treasury securities $ 5,617,131 $ 86,869 $ -- $ 5,704,000 ============ ============ ============ ============ Total Fixed maturities available for sale: US Treasury securities and obligations of US government corporations and agencies 65,413,351 961,435 398,435 65,976,351 Public Utilities 5,227,886 42,574 67,761 5,202,699 Debt securities issued by States of the United States and political subdivisions of the States 1,192,979 75,127 -- 1,268,106 Debt securities issued by foreign governments 207,807 7,373 -- 215,180 Corporate securities 12,140,899 463,698 19,474 12,585,123 Mortgage-backed securities 46,438,498 1,477,627 141,903 47,774,222 ------------ ------------ ------------ ------------ Total $130,621,420 $ 3,027,834 $ 627,573 $133,021,681 ============ ============ ============ ============
59 60
1996 ---------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ---- ----- ------ ----- Fixed maturities held-to-maturity: US Treasury securities $ 5,627,256 $ -- $ 410,256 $ 5,217,000 ------------ ------------ ------------ ------------ Total 5,627,256 -- $ 410,256 5,217,000 ============ ============ ============ ============ Fixed maturities available-for-sale: US Treasury securities and obligations of US government corporations and agencies 67,828,066 639,107 1,148,240 67,318,933 Public Utilities 4,691,540 19,497 237,212 4,473,825 Debt securities issued by States of the United States and political subdivisions of the States 207,968 4,894 8,252 204,610 Debt securities issued by foreign governments 291,219 11,807 466 302,560 Corporate securities 9,061,298 176,078 352,721 8,884,655 Mortgage-backed securities 28,679,543 233,705 374,781 28,538,467 ------------ ------------ ------------ ------------ Total $110,759,634 $ 1,085,088 $ 2,121,672 $109,723,050 ============ ============ ============ ============
The amortized cost and fair value of fixed maturities at December 31, 1997, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 60 61 FIXED MATURITIES HELD TO MATURITY
AMORTIZED ESTIMATED COST MARKET VALUE ---- ------------ Due after ten years $ 5,617,131 $ 5,704,000 ============ ============
FIXED MATURITIES AVAILABLE FOR SALE
AMORTIZED ESTIMATED COST MARKET VALUE ---- ------------ Due in one year or less $ 3,311,677 $ 3,312,678 Due after one year through five years 21,183,723 21,222,067 Due after five years through ten years 42,752,450 43,206,991 Due after ten years 16,935,074 17,505,408 ------------ ------------ Mortgage-backed securities 46,438,496 47,774,537 ------------ ------------ Totals $130,621,420 $133,021,681 ============ ============
The Company had no investments in any one entity which exceeded 10% of stockholders' equity at December 31, 1997 other than investments guaranteed by the U.S. Government. The Company's investment in mortgage loans is concentrated 24% in Colorado, 63% in Texas and 13% in other states as of December 31, 1997. At December 31, 1997 and 1996, unrealized depreciation of equity securities of $5,122 and $39,425, respectively, consisting of gross unrealized gains of $49,226 and $0, respectively and gross unrealized losses of $54,348 and $39,425, respectively. 61 62 Major categories of investment income are summarized as follows:
YEAR ENDED DECEMBER 31 ------------------------------------------------ 1997 1996 1995 ---- ---- ---- Investment income on: Fixed maturities $ 8,086,920 $ 6,999,425 $ 5,208,785 Equity securities 37,042 -- 15,823 Mortgage loans on real estate 140,629 178,330 195,321 Policy loans 1,425,301 1,442,423 1,478,333 Short-term investments 197,912 526,910 106,872 Other 1,156,090 910,223 900,341 ------------ ------------ ------------ 11,043,894 10,057,311 7,905,475 Investment expenses (1,005,158) (871,805) (878,566) ------------ ------------ ------------ Net investment income $ 10,038,736 $ 9,185,506 $ 7,026,909 ============ ============ ============
Equity securities of $23,328 and other long-term assets of $257,492 held by the Company as of December 31, 1997, did not produce income during the preceding 12 months. Proceeds from available-for-sale securities in 1997, 1996 and 1995 were $23,563,883, $22,215,108 and $29,132,810, respectively. Gross realized gains and losses on such sales were $375,530 and $661,088, respectively, for the year ended December 31, 1997, and $175,125 and $199,890 respectively, for the year ended December 31, 1996, and $346,370 and $426,841, respectively, for the year ended December 31, 1995. Realized gains (losses) on investments are as follows:
YEAR ENDED DECEMBER 31, ---------------------------------------- 1997 1996 1995 ---- ---- ----- Realized gains (losses): Fixed maturities $ 195,261 $ (24,765) $ (80,471) Equity securities (480,819) -- -- Other (34,567) 250,977 (28,625) --------- --------- --------- Net realized gains (losses) on investments (320,125) 226,212 (109,096) ========= ========= =========
(3) COST OF INSURANCE ACQUIRED AND EXCESS OF COST OVER NET ASSETS ACQUIRED Cost of insurance acquired is summarized as follows:
YEAR ENDED DECEMBER 31, ------------------------------------------------ 1997 1996 1995 ---- ---- ---- Balance at beginning of period $ 7,219,594 $ 7,522,827 $ 2,271,866 Increase related to acquisitions 4,253,354 121,000 5,562,574 Interest 541,470 564,212 171,541 Amortization (1,374,751) (988,445) (483,154) ------------ ------------ ------------ Balance at end of period $ 10,639,667 $ 7,219,594 $ 7,522,827 ============ ============ ============
62 63 Accretion of interest on cost of insurance acquired is calculated based on the rates of interest used in setting the related policy reserves. These rates range from 6.5% to 8.5%. Estimated amortization in each of the next five years is as follows. These amounts are greater than the carrying value due to interest accretion. Actual future amortization will differ from these estimates due to variances from estimated future withdrawal assumptions. 1998 $ 1,047,421 1999 881,991 2000 839,514 2001 791,557 2002 753,392 Thereafter 8,015,718
Excess of cost over net assets acquired is summarized as follows:
YEAR ENDED DECEMBER 31, ------------------------------------------------- 1997 1996 1995 ---- ---- ---- Balance at beginning of period, net of accumulated amortization of $1,483,072, $695,145 and $374,436 in 1997, 1996 and 1995, respectively $ 16,756,433 $ 17,124,481 $ 3,344,844 Increase related to acquisitions 1,939,837 419,879 14,100,346 Amortization (1,230,147) (787,927) (320,709) ------------ ------------ ------------ Balance at end of period $ 17,466,123 $ 16,756,433 $ 17,124,481 ============ ============ ============
(4) POLICY LIABILITIES In applying purchase accounting to the future policy benefit reserves acquired through mergers, the Company revalued policy benefit reserves to reflect the Company's reserve assumptions with regard to interest rates, lapse rates and surrenders. The percentage of the Company's future policy benefits as of December 31, 1997 and 1996 under these assumptions are as follows:
1997 1996 ---- ---- Pre-American Liberty Life Insurance Company acquisitions 14.80% 16.50% American Liberty Life Insurance Company 8.80% 9.00% United Security Life Insurance Company 1.70% -- National Security Life Insurance Company 2.50% -- Central Investors Life Insurance Company of Illinois 1.00% 1.00%
63 64 Various assumptions used to determine the future policy benefit reserves include the following: a) valuation interest rates from 4 - 9%, b) mortality assumptions are from the 1955-60, 1965-70, and 1975-80 Select and Ultimate mortality tables, and c) withdrawals are based primarily on actual historical termination rates. The following table presents information on changes in the liability for accident and health policy and contract claims for the years ended December 31,1997 and 1996.
1997 1996 ---- ---- Policy and contract claims payable at January 1 1,238,729 917,714 Policy and contract claims payable, acquired through acquisition 686,903 -- Add claims incurred, related to: Current year 3,388,328 1,658,966 Prior years (424,692) 60,279 ---------- ---------- 2,963,636 1,719,245 Deduct claims paid, related to: Current year 2,190,820 614,115 Prior years 614,857 784,125 ---------- ---------- 2,805,677 1,398,240 Policy and contract claims payable, December 31 2,083,591 1,238,729 ========== ==========
In 1997, as a result of changes in estimates of insured events in prior years, the liability for policy and contract claims decreased. (5) REINSURANCE In the normal course of business, the Company reinsures portions of certain policies that it underwrites to limit disproportionate risks. The Company retains varying amounts of individual insurance up to a maximum retention of $75,000 on any life and $35,000 on health policies. Amounts not retained are ceded to other insurance enterprises or reinsurers, through yearly renewable term insurance or coinsurance contracts. Risks are reinsured with other companies to permit the recovery of a portion of any direct losses. The Company remains contingently liable to the extent that the reinsuring companies cannot meet their obligations under these reinsurance treaties. At December 31, 1997 and 1996, life insurance in-force aggregating approximately $224,953,000 and $304,380,000, respectively, was assumed and $318,630,000 and $296,378,000, respectively, was ceded to other insurance companies out of a total in-force of approximately $2,250,197,000 and $2,231,017,000, respectively. Premiums assumed were approximately $284,632, $310,000, and $306,000 in the years ended December 31, 1997, 1996 and 1995, respectively. Premiums ceded were approximately $3,115,000, $2,583,000, and $2,214,000 in the years ended December 31, 1997, 1996 and 1995, respectively. Claims and surrenders assumed were approximately $269,000, $314,000 and 64 65 $286,000 and claims and surrenders ceded were approximately $976,000, $264,000 and $377,000 in the years ended December 31, 1997, 1996 and 1995, respectively. Amounts paid or deemed to have been paid for reinsurance contracts are recorded as reinsurance receivables. The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies. (6) NOTES PAYABLE Notes payable as of December 31, 1997 and 1996 consist of:
1997 1996 ---- ---- Note A; payable to bank, 7%, dated June 20, 1988, payable in nine annual installments of $66,667 beginning June 30, 1989, with remainder due June 30, 1998 $400,000 $466,666 Note B; payable to bank, prime (8.25% at December 31, 1996) dated May 24, 1995, payable in monthly installments of $3,000 plus interest beginning June 30, 1995 -- 22,500 Note C; payable to bank, prime plus 1.5%, payable in monthly installments of $5,751 including interest, with a balloon payment due on December 19, 1999 537,430 -- -------- -------- $937,430 $489,166 ======== ========
Note A is secured by two life insurance policies and proceeds from the surplus debenture between CICA and the Company. Note B was secured by computer equipment. Note C is collateralized by property. (7) STOCKHOLDERS' EQUITY AND RESTRICTIONS The two classes of stock of Citizens are equal in all respects, except (a) the Class B common stock elects a simple majority of the Board of Directors of Citizens and the Class A common stock elects the remaining directors; and (b) each Class A share receives twice the cash dividends paid on a per share basis to the Class B common stock. Generally, the net assets of the insurance subsidiaries available for transfer to the Company are limited to the greater of the subsidiary net gain from operations during the preceding year or 10% of the subsidiary net statutory surplus as of the end of the preceding year as determined in accordance with accounting practices prescribed or permitted by insurance regulatory authorities. Payments of dividends in excess of such amounts would generally 65 66 require approval by the regulatory authorities. Based upon statutory net gain from operation and surplus of the individual insurance companies as of and for the year ended December 31, 1997, approximately $4,635,000 of dividends could be paid to the Company without prior regulatory approval. CICA, USLIC, NSLIC, and CILIC have calculated their risk based capital (RBC) in accordance with the National Association of Insurance Commissioners' Model Rule and the RBC rules as adopted by their respective state of domicile. The RBC as calculated exceeded levels requiring company or regulatory action. (8) STOCK OPTIONS During 1989, the Company entered into an agreement granting Stephen B. Booke, a financial public relations consultant providing services to the Company, the right and option to purchase 100,000 shares of Class A no par common stock of the Company at $2.50 per share, the fair market value of the common stock at the date of the agreement. Such option is for authorized but unissued shares at the date of the agreement. The option which would have expired on February 8, 1994 was extended for an additional 36 months during 1993. Transfer of this option is limited by the agreement. During 1997, 52,200 shares were issued in conjunction with the exercise of this option. The remaining options expired in 1997. The outstanding options had no impact on diluted earnings per share for the years ended December 31, 1996 and 1995. (9) MERGER AND ACQUISITIONS During March 1997, the Company acquired the 5.52% minority interest in First American Investment Corporation, a 94.8% subsidiary of ALFC. The Company issued 134,125 shares of the Company's Class A stock to consummate this transaction. The excess of cost over net assets acquired amounted to $1,065,696 of which $399,353 was written off concurrent with the acquisition. On October 28, 1996, CICA announced that it had signed definitive written agreements for the acquisition of American Investment Network, Inc. (AIN), a Jackson, Mississippi, based life insurance holding company and its wholly-owned subsidiary United Security Life Insurance Company (USLIC) with $7.5 million in assets, $3.4 million of stockholders' equity, revenues of $3.2 million and $67 million of life insurance in-force. The AIN agreement provided that following the acquisition by CICA, American Investment shareholders will receive 1 share of Citizens, Inc. Class A Common Stock for each 7.2 shares of AIN Common Stock owned. The Company issued approximately 700,000 Class A shares in connection with the transaction, which was accounted for as a purchase. The companies will continue to operate in their respective locations under a combined management team with consolidation of computer data processing on the Company's system. The transaction was consummated on June 19, 1997. 66 67 On August 13, 1997, Citizens signed a definitive agreement to acquire 100% of the outstanding shares of National Security Life and Accident Insurance Company (NSLIC) of Arlington, Texas for $1.7 million in cash and restricted stock. The transaction, which was accounted for as a purchase, was consummated on November 20, 1997. In conjunction with the acquisition the Company and two executives of NSLIC executed employment agreements which require the executives to provide services to the Company for 42 months. The employees will be compensated $8,333 a month for the first twelve months escalating to $12,500 a month for the remaining thirty months. The pro-forma unaudited results of operations for the years ended December 31, 1997 and 1996, assuming the purchase of AIN, NSLIC and the minority ownership in FAIC, had been consummated at the beginning of fiscal 1996, are presented below. Adjustments have been made for amortization of amounts assigned to the fair value of historical assets. It is assumed in the pro-forma basic earnings per share calculations that the shares issued in connection with the acquisitions were outstanding from the beginning of the period presented (stated in thousands other than per share amounts).
1997 1996 ---- ---- Revenue $ 70,931 $ 72,903 Net income 3,037 2,872 Basic earnings per share $ .14 $ .13
The IIH agreement closed on March 12, 1996 and provided that Investors' shareholders would receive one share of Citizens' Class A Common Stock for each eight shares of Investors Common Stock owned. Additionally, Citizens acquired all shares of Central Investors Life Insurance Company (a 94% owned subsidiary of Investors) not already owned by Investors, based upon an exchange ratio of one share of Citizens' Class A common stock for each four shares of Central Investors owned. The acquisition of these two companies involved the issuance of approximately 171,000 of Citizens' Class A shares which was accounted for as a purchase. On December 9, 1994, Citizens announced that it had signed definitive written agreements for the acquisition of (i) American Liberty Financial Corporation, a Baton Rouge, Louisiana based life insurance holding company and (ii) Insurance Investors & Holding Co., a Peoria, Illinois based life insurance holding company. The ALFC agreement provided that following the acquisition by Citizens, ALFC shareholders would receive 1.10 shares of Citizens' Class A for each share of ALFC Common Stock owned and 2.926 shares of Citizens' Class A Common Stock for each one share of ALFC Preferred Stock owned. Citizens issued approximately 2.3 million Class A shares in connection with the transaction, which was accounted for as a purchase. The companies will continue to operate in their respective locations under a combined management team with consolidation of computer data processing on the Citizens' system. The transaction was consummated on September 14, 1995. 67 68 (10) CONTINGENCIES The Company is a party to various legal proceedings incidental to its business. Contingent liabilities that might arise from litigation are not considered material in relation to the financial position of the Company. Reserves for claims payable are based on the expected claim amount to be paid after a case by case review of the facts and circumstances relating to each claim. A contingency exists with regard to these reserves until such time as the claims are adjudicated and paid. (11) INTERNATIONAL SALES A significant portion of the Company's business is derived through sales in Latin America. Approximately 69%, 74% and 64% of premiums recorded in the 1997, 1996, and 1995 consolidated statements of operations, respectively, represent policies sold to residents of Central and South America. Sales in Argentina and Columbia represented approximately 31% and 15% of reported premiums in 1997, 38% and 18% in 1996, and 40% and 19% in 1995, respectively. The Company has no assets, offices or employees outside of the United States of America (U.S.) and requires that all transactions be in U.S. dollars paid in the U.S. (12) INCOME TAXES A reconciliation of Federal income tax expense computed by applying the Federal income tax rate of 34% to income before Federal income tax expense for the years ended December 31, 1997, 1996 and 1995 follows:
1997 1996 1995 ---- ---- ---- Computed normal tax expense $ 1,370,113 $ 1,230,470 $ 1,275,533 Small life insurance company deduction (762,889) (472,541) (423,084) Change in valuation allowance (575,147) (10,097) (62,355) Small life deduction rate change -- 218,438 -- Amortization of excess of costs over net assets acquired 481,728 331,373 109,041 Other 90,416 107,662 102,221 ----------- ----------- ----------- Federal income tax expense $ 604,221 $ 1,405,305 $ 1,001,356 =========== =========== ===========
Income tax expense for the years ended December 31, 1997, 1996 and 1995 consists of:
1997 1996 1995 ---- ---- ---- Current $ 1,613,128 $ 1,812,531 $ 1,982,424 Deferred (1,008,907) (407,226) (981,068) ----------- ----------- ----------- $ 604,221 $ 1,405,305 $ 1,001,356 =========== =========== ===========
68 69 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1997 and 1996 are presented below.
1997 1996 ---- ---- Deferred tax assets: Future policy benefit reserves $13,431,989 $12,613,081 Net operating loss carryforwards and alternative minimum tax credits 614,598 989,925 Investments, available for sale -- 365,843 Other 1,078,423 836,098 ----------- ----------- Total gross deferred tax assets 15,125,010 14,804,947 Less valuation allowance 197,829 772,976 ----------- ----------- Net deferred tax assets $14,927,181 $14,031,971 ----------- ----------- Deferred tax liabilities: Deferred policy acquisition costs 9,181,507 9,257,148 Cost of insurance acquired 2,132,016 2,454,662 Investments available for sale 814,347 -- Other 2,226,881 1,576,449 ----------- ----------- Total gross deferred tax liabilities 14,354,751 13,288,259 ----------- ----------- Net deferred tax asset $ 572,430 $ 743,712 =========== ===========
During 1997 the Company released the valuation allowance associated with ALFC net operating losses as these losses can be utilized by Citizens, Inc. as a result of the merger of these two entities. The Company has established a valuation allowance for net operating losses of IIH and other entities which may not be used prior to their expiration. The Company and its subsidiaries have net operating losses at December 31, 1997 available to offset future taxable income of approximately $1,139,600 for Federal income tax and $227,000 for Federal alternative minimum tax purposes which expire through 2008. The net operating loss carryforward is subject to limitations under Section 382 of the Internal Revenue Code. At December 31, 1997, the Company had accumulated approximately $3,291,143 in its "policyholders' surplus account." This is a special memorandum tax account into which certain amounts not previously taxed, under prior tax laws, were accumulated. No new additions will be made to this account. Federal income taxes will become payable thereon at the then current tax rate (a) when and if distributions to the shareholder, other than stock dividends and other limited exceptions, are made in excess of the accumulated previously taxed income; or (b) when a company ceases to be a life insurance company as defined by the Internal Revenue Code and such termination is not due to another life insurance company acquiring its assets in a nontaxable transaction. The Company does not anticipate any transactions that would cause any part of this amount to become taxable. However, should the balance at December 31, 1997 become taxable, the tax computed at present rates would be approximately $1,119,000. 69 70 (13) FAIR VALUE OF FINANCIAL INSTRUMENTS Estimates of fair values are made at a specific point in time, based on relevant market prices and information about the financial instrument. The estimated fair values of financial instruments presented below are not necessarily indicative of the amounts the Company might realize in actual market transactions. The carrying amount and fair value for the financial assets and liabilities on the consolidated balance sheets at each year-end were:
1997 1996 ----------------------------- ------------------------------ CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ------ ----- ------ ----- Financial assets: Fixed maturities $138,638,812 $138,725,681 $115,350,306 114,940,050 Equity securities 978,391 978,391 50,155 50,155 Cash and short-term 6,754,956 6,754,956 6,285,383 6,285,383 investments Mortgage Loans 1,287,295 1,287,295 1,672,522 1,672,522 Student Loans 81,681 81,681 298,683 298,683 Financial Liabilities: Note Payable 937,430 937,430 489,166 489,166
Fair values for fixed income securities and equity securities are based on quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other assumptions, including the discount rate and estimates of future cash flows. Mortgage loans are secured principally by residential properties. Weighted average interest rate for these loans as of December 31, 1997, was approximately 9.4% with maturities ranging from one to fifteen years. Management believes that reported amounts approximate fair value. Student loans are guaranteed by the government. Weighted average interest rate for these loans as of December 31, 1997, was approximately 7.7%. Management believes that the reported amounts approximate fair value as these loans are sold as soon as possible. The carrying value of the note payable approximates fair value as the interest rate charged on the note payable is indexed with the prime rate. Policy loans have a weighted average interest rate of 7.1% as of December 31, 1997 and 1996 and have no specified maturity dates. The aggregate market value of policy loans approximates the carrying value reflected on the consolidated balance sheet. These loans 70 71 typically carry an interest rate that is tied to the crediting rate applied to the related policy and contract reserves. Policy loans are an integral part of the life insurance policies which the Company has in force and cannot be valued separately. For cash, and short-term investments, accrued investment income, amounts recoverable from reinsurers, other assets, federal income tax payable and receivable, dividend accumulations, commissions payable, amounts held on deposit, and other liabilities, the carrying amounts approximate fair value because of the short maturity of such financial instruments. (14) QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table contains selected unaudited consolidated financial data for each quarter.
1997 ------------------------------------------------------------------ FOURTH THIRD SECOND FIRST QUARTER QUARTER QUARTER QUARTER ------- ------- ------- ------- Revenues $ 16,795,936 $ 18,172,671 $ 15,918,698 $ 14,139,993 Expenses 15,309,437 16,267,692 15,089,776 14,330,649 Other 178,033 (543,363) (307,863) 68,972 Net income 1,664,532 1,361,616 521,059 (121,684) Basic and diluted earnings .08 .06 .03 (.01) per share
1996 ------------------------------------------------------------------ FOURTH THIRD SECOND FIRST QUARTER QUARTER QUARTER QUARTER ------- ------- ------- ------- Revenues $ 17,666,077 $ 16,976,294 $ 15,484,789 $ 13,695,000 Expenses 16,221,781 16,093,457 14,936,524 12,951,367 Other (542,568) (237,302) (366,799) (258,636) Net income 901,728 645,535 181,466 484,997 Basic and diluted earnings .04 .03 .01 .03 per share
1995 ------------------------------------------------------------------ FOURTH THIRD SECOND FIRST QUARTER QUARTER QUARTER QUARTER ------- ------- ------- ------- Revenues $ 16,115,722 $ 13,420,798 $ 12,872,679 $ 10,862,138 Expenses 15,659,326 11,727,114 11,488,128 10,497,876 Other (61,739) (31,757) (19,262) (28,407) Net income 558,290 901,266 1,017,773 272,883 Basic and diluted earnings .03 .05 .06 .02 per share
71 72 SCHEDULE II CITIZENS, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT CITIZENS, INC. (PARENT COMPANY) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
1997 1996 ---- ---- Assets Investment in subsidiaries 76,379,058 64,241,647 Accrued investment income 17,254 20,089 Real estate 436,287 356,339 Cash 752,907 1,318,221 Notes receivable (1) 452,488 521,686 Other assets 2,020,263 1,073,825 ------------ ------------ $ 80,058,257 $ 67,531,807 ============ ============ Liabilities and Stockholders' Equity Liabilities: Notes payable $ 400,000 $ 466,667 Accrued expense and other 76,559 182,124 ------------ ------------ $ 476,559 $ 648,791 Stockholders' equity: Common stock: Class A $ 52,790,643 $ 45,941,552 Class B 283,262 283,262 Retained earnings 26,856,157 23,430,634 Unrealized investment gain (loss) of securities held by subsidiaries, net 1,580,790 (710,166) Treasury stock (1,929,154) (2,062,266) ------------ ------------ 79,581,698 66,883,016 ------------ ------------ $ 80,058,257 $ 67,531,807 ============ ============
(1) Eliminated in consolidation. See accompanying independent auditor's report. 72 73 SCHEDULE II, CONTINUED CITIZENS, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT CITIZENS, INC. (PARENT COMPANY) STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997 AND 1996 AND 1995
1997 1996 1995 ---- ---- ---- Revenues: Management service fees (1) $10,462,052 $10,428,468 $ 8,068,030 Investment income (1) 125,746 83,957 118,103 Other 82,668 2,357 11,551 Realized (gain) loss -- 151,334 (1,573) ----------- ----------- ----------- 10,670,466 10,666,116 8,196,111 ----------- ----------- ----------- Expenses: General 9,516,881 9,374,706 7,710,834 Interest 30,186 34,853 42,113 Taxes 323,635 447,450 327,815 ----------- ----------- ----------- $ 9,870,702 $ 9,857,009 $ 8,080,762 ----------- ----------- ----------- Income (loss) before equity in income of unconsolidated subsidiaries 799,764 809,107 115,349 Equity in income of unconsolidated subsidiaries 2,625,759 1,404,619 2,634,863 ----------- ----------- ----------- Net income $ 3,425,523 $ 2,213,726 $ 2,750,212 =========== =========== ===========
(1) Eliminated in consolidation. See accompanying independent auditor's report. 73 74 SCHEDULE II, CONTINUED CITIZENS, INC. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT CITIZENS, INC. (PARENT COMPANY) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 ---- ---- ---- Cash flows from operating activities: Net income $ 3,425,523 $ 2,213,726 $ 2,750,212 Adjustments to reconcile net loss to net cash used by operating activities: Realized (gains) loss on sales of investments -- (151,334) -- Equity in net income of unconsolidated subsidiaries (2,625,759) (795,318) (3,871,812) Accrued expenses and other liabilities (105,565) (604,315) 514,447 Accrued investment income 2,835 4,257 2,243 Other assets (246,993) (393,323) 2,951 ----------- ----------- ----------- Net cash provided (used) by operating activities 450,041 273,693 (601,959) ----------- ----------- ----------- Cash flows from investing activities: Acquisition of NSLIC (1,000,000) -- -- Capital contribution to subsidiary (374,000) (400,000) -- Cash provided by merger 540,450 -- -- Payments on notes receivable 69,198 152,267 52,075 Investment in real estate (79,948) -- -- Sale of real estate -- 82,974 154,169 ----------- ----------- ----------- Net cash provided (used) by investing activities (844,300) (164,759) 206,244 ----------- ----------- Cash flows from financing activities: Sale of common stock, net (104,388) 391,712 381,485 Payment on notes payable (66,667) (66,666) (73,849) ----------- ----------- ----------- Net cash provided by financing activities (171,055) 325,046 307,636 ----------- ----------- ----------- Net increase (decrease) in cash (565,314) 433,980 (88,079) Cash at beginning of year 1,318,221 884,241 972,320 ----------- ----------- ----------- Cash at end of year $ 752,907 $ 1,318,221 $ 884,241 =========== =========== ===========
See accompanying independent auditor's report. 74 75 SCHEDULE IV CITIZENS, INC. AND SUBSIDIARIES REINSURANCE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
CEDED ASSUMED PERCENTAGE GROSS TO OTHER FROM OTHER NET OF AMOUNT AMOUNT COMPANIES COMPANIES AMOUNT ASSUMED TO NET ------ --------- --------- ------ -------------- Year ended December 31, 1997: Life insurance in-force $2,250,197,000 $ 318,630,000 $ 224,953,000 $2,156,520,000 10.4% ============== ============== ============== ============== Premiums: Life insurance 51,364,382 1,952,316 284,632 49,696,698 .6% Accident and health insurance 5,605,023 305,240 0 5,299,783 -- -------------- -------------- -------------- ------------- Total premiums $ 56,969,405 2,257,556 284,632 54,996,481 .5% ============== ============== ============== ============= Year ended December 31, 1996: Life insurance in-force $2,231,017,000 $ 296,378,000 $ 304,380,000 $2,239,019,000 13.7% ============== ============== ============== ============= Premiums: Life insurance 52,075,038 2,511,318 309,953 49,873,673 0.6% Accident and health insurance 4,111,969 71,281 0 4,040,688 --% -------------- -------------- -------------- ------------- Total premiums $ 56,187,007 2,582,599 309,953 53,914,361 0.6% ============== ============== ============== ============= Year ended December 31, 1995: Life insurance in-force $1,866,954,000 $ 290,677,000 $ 285,001,000 $1,861,278,000 15.3% ============== ============== ============== ============= Premiums: Life insurance 47,361,742 2,241,111 306,256 45,426,887 0.7% Accident and health insurance 698,206 0 0 698,206 -- -------------- -------------- -------------- ------------- Total premiums $ 48,059,948 2,241,111 306,256 46,125,093 0.7% ============== ============== ============== =============
See accompanying independent auditor's report. 75 76 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 26, 1998 By: /s/ MARK A. OLIVER ------------------------------------- Mark A. Oliver, President By: /s/ WILLIAM P. BARNHILL ------------------------------------- William P. Barnhill, Treasurer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each individual whose signature appears below hereby designates and appoints Harold E. Riley and Mark A. Oliver, and each of them, as such person's true and lawful attorney's-in-fact and agents (the "Attorneys-in-Fact") with full power of substitution and resubstitution, for each person and in such person's name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, which amendments may make such changes in this Annual Report on Form 10-K as either Attorney-in-Fact deems appropriate and to file therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and think requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, in their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ MARK A. OLIVER /s/ HAROLD E. RILEY - ---------------------------- ----------------------------------- Mark A. Oliver, Director Harold E. Riley, Chairman of the Board and Director /s/ RALPH M. SMITH /s/ JOE R. RENEAU - ---------------------------- ----------------------------------- Ralph M. Smith, Director Joe R. Reneau, Director /s/ TIMOTHY T. TIMMERMAN - ---------------------------- ----------------------------------- Flay F. Baugh, Director Timothy T. Timmerman, Director /s/ STEVE SHELTON - ---------------------------- ----------------------------------- Rick D. Riley, Director Steve Shelton, Director /s/ T. ROBY DOLLAR - ---------------------------- T. Roby Dollar, Director 76 77 EXHIBIT INDEX
EXHIBIT EXHIBIT NO. DESCRIPTION PAGE NO. ----------- ----------- -------- (1) Underwriting Agreement N/A (2) Plan of acquisition, reorganization, arrangement, liquidation or succession (e) (3) 3.1 Articles of Incorporation; as amended (d) 3.2 Bylaws (b) (4) Instruments defining the rights of security holders, including indentures N/A (5) Opinion re: Legality N/A (6) (Removed and Reserved) N/A (7) (Removed and Reserved) N/A (8) Opinion re: Tax Matters N/A (9) Voting Trust Agreement N/A (10) Material Contracts 10.1 Automatic Yearly Renewable term (NR) Life Reinsurance Agreement between Citizens Insurance Company of America and The Centennial Life Insurance Company dated March 1, 1982 (a) 10.2 Stock Purchase Agreement between Citizens Insurance Company of America and Citizens, Inc. (a)
78 10.3 Plan and Agreement of Merger and Exchange by and among Insurance Investors & Holding Co., Central Investors Life Insurance Company of Illinois, Citizens, Inc. and Citizens Acquisition, Inc. (g) 10.4 Self-Administered Automatic Reinsurance Agreement - Citizens Insurance Company of America and Riunione Adriatica di Sicurta, S.p.A. (h) 10.5 Plan and Agreement of Exchange dated October 28, 1996 between Citizens, Inc. and American Investment Network, Inc. (h) 10.6 Agreement and Plan of Merger dated October 31, 1996 between Citizens Insurance Company of America, CICA Acquisition, Inc., and First American Investment Corporation (h) 10.7 Plan and Agreement of Merger dated November 22, 1996 between Citizens, Inc. and American Liberty Financial Corporation, as amended (i) 10.8 Plan and Agreement of Merger dated November 22, 1996 between Citizens Insurance Company of America and American Liberty Life Insurance Company, as amended (i) 10.9 Bulk Accidental Death Benefit Reinsurance Agreement between Connecticut General Life Insurance Company and Citizens Insurance Company of America, as amended Plan and Agreement of Exchange dated October 28, 1996 (i) 10.10 Plan and Agreement of Exchange between American Investment Network, Inc., and Citizens Insurance Company of America filed dated October 28, 1996 herewith 10.11 Stock Purchase Agreement dated August 13, 1997 between Jansen Enterprises, Inc., Joe T. Bailey D. Steven Hansen, filed and Citizens Inc. herewith (11) Statement re: Computation of per share earnings N/A (12) Statement re: Computation of ratios N/A (13) Annual report to security holders, Form 10-Q or quarterly report to N/A security holders (14) (Removed and Reserved) N/A (15) Letter re: Unaudited interim financial statements N/A (16) Letter re: Change in certifying accountant N/A (17) Letter re: Director resignation N/A (18) Letter re: Change in accounting principles N/A (19) Report furnished to security holders N/A (20) Other documents or statements to security holders N/A
79 (21) Subsidiaries of the registrant Filed herewith (22) Published report regarding matters submitted to a vote of security holders N/A (23) Independent Auditor's consent Filed herewith (24) Power of Attorney See signature page (25) Statement of eligibility of trustee N/A (26) Invitations for competitive bids N/A (27) Financial Data Schedule Filed herewith (28) (Removed and Reserved) N/A (99) Additional Exhibits N/A
- ---------------- (a) Filed as a part of the Amendment No. 1 to Registration Statement on Form S-4, SEC File No. 33--4753, filed on or about June 19, 1992. (b) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. (c) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference. (d) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (e) Filed with or referenced in the Registrant's Current Report on Form 8-K dated December 9, 1994 and incorporated herein by reference. (f) Filed as a part of the Registration Statement on Form S-4, SEC File No. 33--59039, filed on or about May 2, 1995. (g) Filed as a part of the Registration Statement on Form S-4, SEC File No. 33--63275, filed on or about October 6, 1995. (h) Filed as a part of the Registration Statement on Form S-4, SEC File No. 333--16163, filed on or about November 14, 1996. (i) Filed with or referenced in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. EX-10.10 2 PLAN AND AGREEMENT OF EXCHANGE 1 EXHIBIT 10.10 PLAN AND AGREEMENT OF EXCHANGE This Plan and Agreement of Exchange ("Agreement") is entered into between and among CITIZENS INSURANCE COMPANY OF AMERICA, a Colorado-domiciled insurance company ("CICA") and AMERICAN INVESTMENT NETWORK, INC., a Mississippi corporation ("American"). WITNESSETH WHEREAS, CICA, which was chartered on February 13, 1968 in Colorado as Continental Investors Life Insurance Company, Inc. ("CILICI"), and by Articles of Merger filed with the Secretary of State of Colorado on August 31, 1988, CILIC changed its corporate name to Citizens Insurance Company of America is a wholly owned subsidiary of Citizens, Inc., a Colorado corporation ("Citizens") ; and WHEREAS, American, which was chartered in 1987 in the State of Mississippi as Great American Investment Network, Inc. , and in 1995 changed its name to American Investment Network, Inc., owns all of the issued and outstanding capital stock of United Security Life Insurance Company, a Mississippi-domiciled stock insurance company ("USLI"), which was chartered in 1967 in the State of Mississippi as American Empire Life Insurance Company, which name was changed in 1973 to Financial Security Life of Mississippi, which was in 1994 merged with United Security Life Insurance Company, a corporation chartered in 1987 in the State of Mississippi, and at which time the name of the merged corporation was changed to United Security Life insurance Company; and WHEREAS, CICA and American desire to effect a share exchange pursuant to Mississippi Code Ann. 79-4-11.01 et seq. and 83-19-99 et seq. (together the "Exchange Act") in which all the outstanding shares of Class "All Common Stock and Class "B" Common Stock of American will be exchanged for shares of Class A Common Stock of Citizens owned and held by CICA; NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I The Exchange 1.1 Subject to the terms and conditions set forth herein, the transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") to occur as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law and as required by this Agreement. On the Closing Date, all of the documents to be furnished to American and CICA, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to Jones & Keller, P.C., counsel to CICA ("Jones & Keller") to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 The terms of the Exchange shall be: (i) The Exchange shall be effective ("Effective Date") as of the filing of the Certificate of Exchange by American and CICA with the Secretary of State and the Commissioner of Insurance of the State of Mississippi or, if later, the date specified therein. (ii) At and as of the Effective Date: (a) each shareholder of American prior to the Effective Date shall cease to be a shareholder of American; (b) The ownership of all issued and outstanding stock of American (other than shares for which dissenter's rights are perfected in accordance with the Exchange Act) shall vest in CICA automatically without any physical transfer or deposit of the certificates representing such shares, and CICA will become the sole shareholder of American; 1 2 (c) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date (other chan any shares for which dissenter's rights are perfected in accordance with the Exchange Act) shall have the right to receive from CICA in accordance with Article II of the Agreement one (1) share of Citizens Class A common stock, no par value, for each seven and two-tenths (7.2) shares of American Class A or Class B Common Stock prior to the Effective Date, provided, however, that all consideration to be received shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of American shares outstanding; and (d) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date for which dissenter's rights are perfected in accordance with the Exchange Act shall have the right to receive from American payment therefor in accordance with the Exchange Act. (iii) The directors and officers of American shall be removed as of the Effective Date, and the directors and officers of CICA shall become the directors and officers of American as of the Effective Date. (iv) The Exchange shall have the effect set forth in the Exchange Act. 1.3 On the Closing Date, American and CICA will file with the Secretaries of State of Mississippi and Colorado Articles of Share Exchange in the forms attached hereto as Exhibit A. ARTICLE II Exchange of Shares 2.1 At the Effective Date, the shares of Citizens Class A common stock to be exchanged as provided in Section 1.2 shall be distributed by CICA to shareholders of American (other than those shares as to which dissenters' rights have been perfected in accordance with the Exchange Act). 2.2 The stock transfer books of American shall be closed on the Effective Date, and thereafter no transfers of the stock of American shall be made. CICA shall appoint an exchange agent ("Exchange Agent"), which is expected to be Citizens' then stock transfer agent ("Stock Transfer Agent") , to accept surrender of the certificates representing the shares of American and to deliver for such surrendered certificates, shares of Class A common stock of Citizens. If outstanding certificates for shares of American are not surrendered or the payment for them is not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of CICA (and to the extent not in its possession shall be paid over to it) , free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of American shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.3 No fractional shares of Citizens stock shall be exchanged as a result of the Agreement; rather, such shares shall evidence the right to receive a cash value per fractional share of Citizens Class A common stock which shall be the average closing price of the Class A common stock of Citizens as reported on the American Stock Exchange for the five trading days prior to the Effective Date. In the event the exchange of shares results in any shareholder being entitled to a fraction less than a whole share of Citizens stock, such shareholder shall be given a cash payment by American for such fractional share at the rate per share as calculated in the previous sentence. 2.4 At the Effective Date, each holder of a certificate or certificates representing shares of American, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters, rights shall have been asserted and perfected pursuant to the Exchange Act shall not be converted into shares of Citizens Class A common 2 3 stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.4, certificates representing shares of American previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of American at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of American have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate. ARTICLE III Representations , Warranties and Covenants of CICA No representations or warranties are made by any director, officer, employee or shareholder of CICA as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "CICA Disclosure Statement"). CICA hereby represents, warrants and covenants to American, except as stated in the CICA Disclosure Statement, as follows: 3.1 Citizens and CICA are, respectively, a corporation and an insurance company, each duly organized, validly existing and in good standing under the laws of the State of Colorado, and each have the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Citizens and CICA, copies of which have been delivered to American, are complete and accurate, and the minute books of Citizens and CICA contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Citizens and CICA. 3.2 The aggregate number of shares which Citizens is authorized to issue is 50,000,000 shares of Class A common stock, no par value, and 1,000,000 shares of Class B common stock, no par value; of which 21,651,161 shares of such Class A common stock are issued and 19,572,614 shares are outstanding, fully paid and nonassessable and 621, 049 shares of Class B common stock are issued and outstanding, fully paid and nonassessable. There are 1, 955,457 shares of Class A common stock of Citizens owned and held by CICA that will be used to satisfy the exchange obligations of CICA under the Agreement. Citizens has no outstanding options, warrants, or other rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of capital stock, except an option for 76,000 shares of Class A common stock. The two (2) classes of stock of Citizens are equal in all respects, except (a) the Class B common stock elects a simple majority of the Board of Directors of Citizens, and the Class A common stock elects the remaining directors; and (b) each Class A share receives twice the cash dividends paid on a per share basis to the Class B common stock. 3.3 CICA has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. None of Citizens, and its subsidiaries have any liability or obligation to pay any fee or commission to any broker, agent or finder with respect to the transaction contemplated hereby except to Merger & Acquisition Profiles, Inc. 3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by CICA will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of CICA. 3.5 The execution, delivery and performance cf this Agreement have been duly authorized and approved by the Board of Directors of CICA. 3.6 CICA has delivered to American consolidated financial statements of Citizens and its subsidiaries, dated December 31, 1995 and June 30, 1996. All such statements, herein sometimes called "Citizens Financial Statements," are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of Citizens and its subsidiaries for the periods included. The December 31, 1995 and June 30, 1996 Citizens consolidated financial statements have been prepared in accordance with generally accepted accounting principles. 3 4 3.7 Since the dates of the Citizens Financial Statements there have not been any material adverse changes in the business or condition, financial or otherwise, of Citizens. Citizens and its subsidiaries do not have any material liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) except as disclosed in the Citizens Financial Statement. 3.8 CICA has delivered to American a list and description of all pending legal proceedings involving Citizens, none of which will materially adversely affect it, and, except for these proceedings, there . are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of Citizen, threatened against Citizens or affecting any of its assets or properties, and Citizens is not in any material breach or violation of or default under any contract or instrument to which Citizens is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by Citizens under any contract or other instrument to which Citizens is a party or by which it or any of its properties may be bound or affected, or under its respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to Citizens or its subsidiaries. 3.9 Citizens shall not enter into or consummate any transactions prior to the Effective Date other than (i) in the ordinary course of business or (ii) business acquisitions, combinations and exchanges. Citizens will not pay any dividend or, except in the ordinary course of business, enter into an agreement or transaction which would adversely affect its financial condition. 3.10 Neither CICA nor Citizens is a party to any contract performable in the future except insurance policies, customary agent contracts, normal reinsurance agreements, agreements with subsidiaries, and those which will not adversely affect it. 3.11 The representations and warranties of CICA shall be true and correct as of the date hereof and as of the Effective date. 3.12 CICA has delivered, or will deliver within two weeks of the date of this Agreement, to American true and correct copies of Citizens Annual Report to Shareholders for the years ended December 31, 1995 and 1994. CICA will also deliver to American on or before the Closing Date any reports relating to the financial and business condition of Citizens which are filed with the SEC after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement. Citizens has duly filed all reports required to be filed by it under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws"). No such reports, or any reports sent to the shareholders of Citizens generally as of their respective dates, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such reports, in light of the circumstances under which they were made, not misleading. 3.13 CICA has delivered to American a copy of each of the consolidated federal income tax returns of Citizens and its subsidiaries for the year ended December 31, 1994 and for any additional open years. The provisions for taxes paid by Citizens are believed by Citizens to be sufficient for payment of all accrued and unpaid federal, state, county and local taxes of Citizens (including any penalties or interest payable) whether or not disputed for the periods then ended and for all prior fiscal periods. All returns and reports or other information required or requested by federal, state, county, and local tax authorities have been filed or supplied in a timely fashion, and all such information is true and correct in all material respects. Provision has been made for the payment of all taxes due to date by Citizens. 3.14 Citizens has no employee benefit plan, except for a noncontributory, qualified profit-sharing plan and a group accident and health insurance plan. 3.15 No representation or warranty by CICA in this Agreement, the CICA Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 4 5 ARTICLE IV Representations, Warranties and Covenants of American No representations or warranties are made by any director, officer, employee or shareholder of American as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "American Disclosure Statement") . American hereby represents, warrants and covenants to CICA, except as stated in the American Disclosure Statement, as follows: 4.1 American and USLI are, respectively, a corporation and an insurance company duly organized, validly existing and in good standing under the laws of the State of Mississippi, each having the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of American and USLI, copies of which have been delivered to CICA, are complete and accurate, and the minute books ' of American and USLI contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of American and USLI. 4.2 The aggregate number of shares which American is authorized to issue is 15,000,000 shares of Class A common stock, participating, no par value, and 2, 500 shares of Class B Common Stock, participating (by virtue of a 1994 amendment to the Articles of Incorporation), $1.00 par value; of which 5,025,490 shares of such Class A Common Stock are issued and 5, 021, 764 are outstanding, fully paid and nonassessable and 2,500 shares of Class B Common Stock are issued and outstanding, fully paid and nonassessable. American has no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock, except as shown on the American Disclosure Statement attached to and made a part of this Agreement. There are 3, 726 shares of Class A common stock owned and held by USLI. The aggregate number of shares which USLI is authorized to issue is 4,000 shares of Common Stock, participating, $500.00 par value, of which 2,000 shares are issued and outstanding, fully paid and nonassessable. USLI has no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. All issued and outstanding shares of USLI stock are owned and held by American. The subsidiaries of American are each an association, corporation, or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or association; each has the power and authority to lease its properties and to carry on its business as now being conducted and is qualified to do business; and each holds or shall hold all licenses, franchises, permits or other governmental authorizations required to enable it to conduct its business or own its properties in every jurisdiction in which it currently conducts business or owns property and where the failure to do so would have a material adverse effect on the business of the subsidiary. All outstanding shares of capital stock of each subsidiary are duly and validly authorized and issued, fully paid and nonassessable. American directly or indirectly owns all of the issued and outstanding capital stock of such subsidiaries, including USLI. There are no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock of any subsidiary of American or USLI, except as shown on the American Disclosure Statement. 4.3 American and USLI each have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. None of American and its subsidiaries have any liability or obligation to pay any fee or commission to any broker, agent or finder with respect to the transactions contemplated hereby. 4.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transaction contemplated herein by American will conflict with or result in a breach or violation of any Articles of Incorporation or Bylaws of American or its subsidiaries. 4.5 The execution of this Agreement has been duly authorized and approved by American's Board of Directors. 5 6 4.6 American has delivered to CICA consolidated financial statements of American and its subsidiaries, dated December 31 1995 and June 30, 1996, and the annual and quarterly convention statements of USLI as of December 31, 1995 and the six months ended June 30, 1996, as filed with the Mississippi Department of Insurance. All such statements, herein sometimes called "American Financial Statements," are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of American and USLI for the periods indicated. The December 31, 1995 and June 30, 1996 American consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the December 31, 1995 and June 30, 1996 convention statements have been prepared in accordance with statutory accounting practices. 4.7 Since the dates of the American Financial Statements there have not been any material adverse changes in the business or condition, financial or otherwise, of American or any of its subsidiaries. None of American or its subsidiaries have any material liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise), except as disclosed in the American Financial Statements. 4.8 American has delivered to CICA a list and description of all pending legal proceedings involving American or any of its subsidiaries, all of which are listed on the American Disclosure Statement, none of which will materially adversely affect American or such subsidiary, and, except for these proceedings, there are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of American, threatened against American or USLI or affecting any of its assets or properties, and American and USLI are not in any material breach or violation of or default under any contract or instrument to which American or USLI is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by American or USLI under any contract or other instrument to which American or USLI is a party or by which either of them or any of their respective properties may be bound or affected, or under their respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to American or USLI. 4.9 Neither American nor USLI shall enter into or consummate any transactions prior to the Effective Date other than in the ordinary course of business and will pay no dividend, or increase the compensation of officers and will not enter into any agreement 'I or transaction which would adversely affect their financial condition in a material manner. 4.10 The assets of USLI had admissible values at least equal to those attributed to them on its December 31, 1995 or June 30, 1996 convention statements. 4.11 Neither American nor USLI nor any subsidiary of American or USLI is a party to any contract performable in the future except insurance policies, customary agent contracts, normal reinsurance agreements and those which will not adversely affect them, except as set out on the American Disclosure Statement attached to this Agreement. 4.12 All policy and claim reserves of USLI have been properly provided for and are adequate to comply with all regulatory requirements regarding same. 4.13 The representations and warranties of American shall be true and correct as of the date hereof and as of the Effective Date. 4.14 American has delivered, or will deliver within two weeks of the date of this Agreement, to CICA true and correct copies of American's Annual Report to Shareholders for the years ended December 31, 1995 and 1994 and each of its other reports to shareholders and filings with the Securities and Exchange Commission ("SEC") for the years ended December 31, 1995, 1994 and 1993. American will also deliver to CICA on or before the Closing Date any reports relating to the financial and business condition of American which are filed with the SEC after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement. American has duly filed all reports required to be filed by it under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws") . No such reports, or any reports sent to the shareholders of American generally, contained any untrue statement of material fact or omitted to state any material 6 7 fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. 4.15 American has delivered to CICA a copy of each of the federal income tax returns of American for the years ended December 31, 1995, 1994 and 1993 and for any additional open years. The provisions for taxes paid by American are believed by American to be sufficient for payment of all accrued and unpaid federal, state, county and local taxes of American (including any penalties or interest payable) whether or not disputed for the periods then ended and for all prior fiscal periods. All returns and reports or other information required or requested by federal, state, county and local tax authorities have been filed or supplied in a timely fashion, and all such information is true and correct in all material respects. Provision has been made for the payment of all taxes due to date by American. 4.16 Neither American nor USLI have any employee benefit plans, except for a noncontributory 401K plan and a group accident, health and life insurance plans. 4.17 No representation or warranty by American in this Agreement, the American Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. ARTICLE V Obligations of the Parties Pending the Effective Date 5.1 This Agreement shall be duly submitted to the shareholders of American for the purpose of considering and acting upon this Agreement in the manner required by law at a meeting of shareholders on a date selected by American, such date to be the earliest practicable date after the proxy statement may first be sent to American shareholders without objection by applicable governmental authorities. CICA will furnish to American the information relating to Citizens required by the Federal Securities Laws to be included in the proxy statement CICA represents and warrants that at the time of the American shareholders, meeting, the proxy statement, insofar as it relates to Citizens and contains information furnished by CICA specifically for use in such proxy statement, (a) will comply in all material respects with the provisions of the Federal Securities Laws; and (b) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Board of Directors of American, subject to its fiduciary obligations to shareholders, shall use its best efforts to obtain the requisite approval of American shareholders of this Agreement and the transactions contemplated herein. American and CICA shall take all reasonable and necessary steps and actions to comply with and to secure American shareholders approval of this Agreement and the transactions contemplated herein as may be required by the statutes, rules and regulations of such states. 5.2 At all times prior to the Effective Date, during regular business hours each party will permit the other to examine its books and records and the books and records of any subsidiaries and will furnish copies thereof on request. It is recognized that, during the performance of this Agreement, each party may provide the other parties with information which is confidential or proprietary information. During the term of this Agreement, and for four years following the termination of this Agreement, the recipient of such information shall protect such information from disclosure to persons, other than members of its own or affiliated organizations and its professional advisors in the same manner as it protects its own confidential or proprietary information from unauthorized disclosure, and not use such information to the competitive detriment of the disclosing party. In addition, if this Agreement is terminated for any reason, each party shall promptly return or cause to be returned all documents or other written records of such confidential or proprietary information, together with all copies of such writings and, in addition, shall either furnish or cause to be furnished, or shall destroy, or shall maintain with such standard of care as is exercised with respect to its own confidential or proprietary information, all copies of all documents or other written records developed or prepared by such party on the basis of such confidential or proprietary information. No information shall be considered confidential or proprietary if it is (a) information already in the possession of the party to whom disclosure is made; (b) information acquired by the party to whom the disclosure is made from other sources; or (c) information in the public domain or generally available to interested persons or which at a later date passes into the public domain or becomes available to the party to whom disclosure is made without any wrongdoing by the party to whom the disclosure is made. 7 8 5.3 American and CICA shall promptly provide each other with information as to any significant developments in the performance of this Agreement, and shall promptly notify the other if it discovers that any of its representations, warranties and covenants contained in this Agreement or in any document delivered in connection with this Agreement was not true and correct in all material respects or became untrue or incorrect in any material respect. 5.4 All parties to this Agreement shall take all such action as may be reasonably necessary and appropriate and shall use their best efforts in order to consummate the transactions contemplated hereby as promptly as practicable. ARTICLE VI Procedure for Exchange 6.1 As soon as practical and in any event within 30 days after the Execution of this Agreement, the parties shall file with the Insurance Commissioner of Mississippi all of the documents required by Mississippi law. ARTICLE VII Conditions Precedent to the Consummation of the Exchange The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 CICA and American shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Effective Date and American and CICA shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at a meeting of the shareholders of American duly and properly called for such purposes in accordance with the applicable laws. 7.3 This Agreement is in all things subject to the provisions of the applicable insurance laws and the regulations promulgated thereunder, and shall not become effective until all necessary approvals are obtained from the Commissioners of Insurance of the States of Colorado and Mississippi in accordance with the provisions of the laws of said states. CICA and American as soon as practical after the execution and delivery of this Agreement, agree to file and to use their best efforts to obtain such approvals of the transactions contemplated by this Agreement. Neither CICA nor American shall be obligated to file a suit or to appeal from any Commissioner's adverse ruling, nor shall CICA or American be obligated to make any material changes in any lawful, good faith management policy in order to gain such approval. In the event either approval is denied, this Agreement shall terminate. 7.4 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation, or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.5 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for CICA and American. 7.6 The representations and warranties by CICA and American in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes 8 9 caused by transactions suggested or approved in writing by CICA; or (2) events or changes (which shall not in the aggregate, have materially and adversely affected the business, assets, or financial condition of American or Citizens) during or arising after the date of this Agreement. 7.7 American shall have furnished CICA with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of American approving this Agreement and the transactions contemplated by it in accordance with applicable law and directing the submission thereof to a vote of the shareholders of American; (2) a certified copy of a resolution or resolutions duly adopted by the shareholders of American approving this Agreement and the transactions contemplated by it in accordance with applicable law; (3) an opinion of Spencer, Tyra & Crecink, counsel for American, dated as of the Closing Date as set forth in "Exhibit B" attached hereto; (4) an agreement from each "affiliate" of American as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rule 144; (b) none of the shares of Citizens Class A common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any Citizens Class A common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by Citizens on SEC Form 10-Q or otherwise. 7.8 CICA shall furnish American with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors approving this Agreement and the transactions contemplated by it; and (2) an opinion dated the Effective Date of Jones & Keller, P.C., counsel for CICA, as set forth in "Exhibit C" attached hereto. ARTICLE VIII Termination and Abandonment 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of American and/or CICA) prior to the Effective Date: (a) By mutual consent of the Boards of Directors of CICA and American; (b) By CICA or American, if any condition set forth in Article VII relating to the other party has not been satisfied or has not been waived; (c) By CICA or American, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or 9 10 (e) By CICA, if dissenters' rights are perfected in accordance with the Exchange Act for more than 2.5% of the outstanding shares of American; or (f) By either party if the Effective Date does not occur within ninety (90) days from the date hereof. (g) By any party, if it is determined by counsel of either party that the transaction will not constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. 8.2 Any of the terms or conditions of the Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action by its Board of Directors; provided, however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition. ARTICLE IX Termination of Representation and Warranties and Certain Agreements 9.1 The respective representations and warranties of the parties hereto shall expire with, and be terminated and extinguished by consummation of the Agreement; provided, however, that the covenants and agreements of the parties hereto shall survive in accordance with their terms. ARTICLE X Miscellaneous 10.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein. 10.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 10.3 Each of the parties hereto will pay its own fees and expenses incurred in connection with the transactions contemplated by this Agreement. Except as otherwise disclosed in their respective Disclosure Statements, CICA and American each represent to the other that it has not employed any investment bankers, brokers, finders, or intermediaries in connection with the transaction contemplated hereby who might be entitled to any fee or other payment from American or Citizens or any of their respective subsidiaries upon consummation of the transactions contemplated by this Agreement. 10.4 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary of proper to carry out the purpose of this Agreement. 10.5 This Agreement may be amended upon approval of the Board of Directors of each party provided that the share exchange ratio hereunder shall not be amended without approval of the requisite shareholders of American. 10.6 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, fees prepaid, addressed as follows: To CICA, Inc.: and to American: Citizens Insurance Company American Investment Network, Inc. of America United Security Life Insurance 10 11 Post Office Box 149151 Company Austin, Texas 78714-9159 660 Lakeland East Drive Attn: Harold E. Riley Flowood, Mississippi 39208 Chairman Attn: John S. Camara, President Phone: (512) 837-7100 Phone: (601) 936-2090 Fax: (512) 836-9334 Fax: (691) 939-4372 with copies to: with copies to: Jones & Keller, P.C. Spencer, Tyra & Crecink 1625 Broadway, Ste 1600 660 Lakeland East Drive, Ste 100 Denver, Colorado 80202 Jackson, MS 39208 Attn: Reid A. Godbolt, Esq. Attn: Ernest 0. Spencer, III, Esq. Phone: (303) 573-1600 Phone: (601) 939-9193 Fax: (303) 573-0608 Fax: (601) 939-9195 or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 10.7 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of CICA and American. However, either CICA or American may issue at any time any press release or other public statement it believes on the advise of its counsel it is obligated to issue to avoid liability under the law relating to disclosures to itself or any of its affiliates, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 10.8 The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any references to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. The word "including" shall mean including without limitation. 10.9 The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. 10.10 This Agreement Shall be governed by and construed in accordance with the domestic laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction) that would cause the application of the laws 'or any jurisdiction other than the State of Mississippi. IN WITNESS WHEREOF, the parties have set their hands and seals this 28th day of October, 1996. CITIZENS INSURANCE COMPANY AMERICAN INVESTMENT NETWORK, OF AMERICA INC. By:/s/ Mark A. Oliver By:/s/ John S. Camara ---------------------------------- -------------------------------- Mark A. Oliver John S. Camara, President Executive Vice-President and Treasurer 11 12 EXHIBIT A (Attach Form of Articles of Share Exchange] 12 13 F0013 - Page 1 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Merger or Share Exchange Profit Corporation The undersigned corporation pursuant to Section 79-4-11.05, as amended, hereby executes the following document and sets forth: 1. Name of Corporation 1 American Investment Network, Inc. 2. Name of Corporation 2 Citizens Insurance Company of America 3. Name of Corporation 3 4. The future effective date is (Complete if applicable) January 1, 1997 5. The plan of merger or share exchange. (Attach page) 6. Mark appropriate box. [ ] (a) Shareholder approval of the plan of merger or share exchange was not required. OR [x] (b) If approval of the shareholders of one or more corporations party to the merger or share exchange was required (i) the designation, number of outstanding shares. and number of votes entitled to be cast by each class entitled to vote separately on the plan as to each corporation were
Name of Corporation Designation No. of outstanding No. of votes shares entitled to be cast American Class A investment Common Stock 5,021,764 5,021,764 Network, Inc. American Investment Class B Network, Inc. Common Stock 2,500 2,500
13 14 F0013 - Page 2 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Merger or Share Exchange Profit Corporation AND EITHER a. the total number of votes, cast for and against the plan by each class entitled to vote separately on the plan was
Name of Corporation Class Total no. of votes Total no. of votes cast cast FOR the Plan AGAINST the Plan American Investment Class A Network, Inc. Common Stock American Investment Class B Network, Inc. Common Stock
OR b. the total number of undisputed votes cast for the plan separately by each class was
Name of Corporation Class Total no. of undisputed votes cast FOR the Plan
and the number of votes cast for the plan by each class was sufficient for approval by that class. Name of Corporation 1 AMERICAN INVESTMENT NETWORK, INC. By: Signature (Please keep writing within blocks) ------------------ Printed Name Title -------------------------------------- ---------------- 14 15 F0013 - Page 3 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 392054136 (601) 359-1333 Articles of Merger or Share Exchange Profit Corporation Name of Corporation 2 CITIZENS INSURANCE COMPANY OF AMERICA By: Signature (Please keep writing within blocks) ------------------------- Printed Name Title ------------------------- ------------------------- Name of Corporation 3 By: Signature (Please keep writing within blocks) ------------------------- Printed Name Title ------------------------- ------------------------- NOTE 1. If shareholder approval is required, the plan must be approved by each voting group entitled to vote on the plan by a majority of all votes entitled to be cast by that voting group unless the Act or the articles of incorporation provide for a greater or lessor vote, but not less than a majority of all votes cast at a meeting. 2. The articles cannot be filed unless the corporation(s) has (have) paid all fees and taxes (and delinquencies) imposed by law. 3. The articles must be similarly executed by each corporation that is a party to the merger. 15 16 ATTACHMENT TO ARTICLES OF SHARE EXCHANGE OF AMERICAN INVESTMENT NETWORK, INC. AND CITIZENS INSURANCE COMPANY OF AMERICA In accordance with Mississippi Code Ann. Sections 79-4-11.01 et seq. and 83-19-99 et. seq. (together the "Exchange Act") , a plan and agreement of exchange ("Plan of Exchange") has been approved, adopted and executed by American Investment Network, Inc. and Citizens Insurance Company of America as follows: 1. The Exchange shall be effective as of January 1, 1997 ("Effective Date"). 2. At and as of the Effective Date: (a) each shareholder of American prior to the Effective Date shall cease to be a shareholder of American; (b) the ownership of all issued and outstanding stock of American (other than shares for which dissenter's rights are perfected in accordance with the Exchange Act) shall vest in CICA automatically without any physical transfer. or deposit of the certificates representing such shares, and CICA will become the sole shareholder of American; (c) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date (other than any shares for which dissenter's rights are perfected in accordance with the Exchange Act) shall have the right to receive from CICA in accordance with Article II of the Plan of Exchange one (1) share of Citizens Class A common stock, no par value, for each seven and two-tenths (7.2) shares of American Class A or Class B Common Stock; provided, however, that all consideration to be received shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of American shares outstanding; and (d) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date for which dissenter's rights are perfected in accordance with the Exchange Act shall have the right to receive from American payment therefor in accordance with the Exchange Act. 3. The Exchange shall have the effect set forth in the Exchange Act. 4. The Plan of Exchange has been approved by the shareholders of American. No shareholder approval by the shareholders of CICA, a Colorado stock insurance company, was required, pursuant to Section 7-111-103 (7) of the Colorado Business Corporation Act and Sections 79-4-11.01 et seq. of the Mississippi Code of 1972, as amended. 16 17 ARTICLES OF SHARE EXCHANGE Pursuant to the provisions of the Colorado Business Corporation Act, AMERICAN INVESTMENT NETWORK, INC., a Mississippi corporation ("American"), and CITIZENS INSURANCE COMPANY OF AMERICA, a stock insurance company organized under the laws of the State of Colorado ("CICA"), adopt the following articles of share exchange: First: The plan of share exchange (the "Plan of Exchange") is summarized as follows: At and as of the effective time set forth below (the "Effective Date"): (a) each shareholder of American prior to the Effective Date shall cease to be a shareholder of American: (b) the ownership of all issued and Outstanding stock of American (other than shares for which dissenter's rights are perfected in accordance with applicable law) shall vest in CICA automatically without any physical transfer or deposit of the certificates representing such shares and CICA will become the sole shareholder of American; (c) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date (other than any shares for which dissenter's rights are perfected in accordance with applicable law) shall have the right to receive from CICA in accordance with Article II of the Plan of Exchange one (1) share of Citizens Class A common stock, no par value, for each seven and two-tenths (7.2) shares of American Class A or Class B Common Stock; provided, however, that all consideration to be received shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of American shares outstanding; and (d) the holders of each issued and outstanding share of American Class A or Class B Common Stock prior to the Effective Date for which dissenter's rights are perfected in accordance with applicable law shall have the right to receive from American payment therefor in accordance with applicable law. Second: The plan of share exchange was approved by the shareholders of American. Approval by the shareholders of CICA was not required. Third: As to American, whose shareholders were required to vote for approval, the number of votes cast for the plan by each voting group entitled to vote separately on the share exchange was sufficient for approval by that voting group. Forth: These articles are to become effective on January 1, 1997 at 12:01 a.m., unless prior to the effective date they are abandoned and a statement of abandonment is filed prior to the effective date. Dated: _____________________, 1996 AMERICAN INVESTMENT NETWORK, INC. CITIZENS INSURANCE COMPANY OF AMERICA, INC. By: By: ------------------------------ ------------------------------ Title: Title: --------------------------- --------------------------- 17 18 EXHIBIT B Opinion of Counsel for American At the Closing, American shall deliver to CICA an opinion, in form and substance satisfactory to CICA and its counsel, dated the Closing Date, of Spencer, Tyra & Crecink, counsel to American, to the effect that: (i) The execution, delivery, and performance of the Agreement by American shall not result in a breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under any contract, commitment, agreement, indenture, mortgage, pledge agreement, note, bond, license, or other instrument or obligation to which American is a party or by which American is bound or the charter or bylaws of American or other governing instruments of American. (ii) The Agreement has been duly authorized, executed and delivered by American and is a legal, valid and binding obligation of American enforceable against American in accordance with its terms (subject to the applicability of equitable principles or the effect of bankruptcy or creditors, rights laws on the enforceability of the Agreement); (iii) American and USLI are, respectively, a corporation and a stock insurance company duly organized, validly existing and in good standing under the laws of the State of Mississippi; (iv) American has full corporate power and authority to enter into Agreement and to carry out the transactions contemplated by the Agreement; (v) To such counsel's knowledge, after due inquiry, there are no civil or criminal actions, suits, arbitrations, administrative or other proceedings or governmental investigations pending or threatened against American or its subsidiaries which will constitute a breach of the representations, warranties or covenant under the Agreement or will prevent American from consummating the transactions contemplated by the Agreement; (vi) The authorized and outstanding capital stock of American and USLI are as stated in Section 4.2 of the Agreement, and such shares have been duly authorized, are fully paid and nonassessable and were not issued in violation of the preemptive rights of any party; (vii) To such counsel's knowledge, after due inquiry, except as set forth in the Agreement, there are no outstanding subscriptions, options, warrants, rights, convertible securities, calls, commitments, privileges or other arrangements,, preemptive or contractual, calling for or requiring the acquisition of, or the issuance, transfer, sale, or other disposition of any shares of the capital stock of American or USLI, or calling for or requiring the issuance of any securities or rights convertible into or exchangeable for shares of capital stock of American or USLI, except as disclosed in the Agreement; and (viii) The execution, delivery, and performance of the Agreement, and the performance by American of its obligations thereunder, is not in contravention of any law, ordinance, rule, or regulation, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, will not cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, American, USLI or any of their material properties. 18 19 EXHIBIT C Opinion of Counsel for CICA At the Closing, CICA shall deliver to American, an opinion, in form and substance satisfactory to American and its counsel, dated the Closing Date, of Jones & Keller, P.C., counsel to CICA, to the effect that: (i) The execution, delivery, and performance of the Agreement by CICA shall not result in a breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under any contract, commitment, agreement, indenture, mortgage, pledge agreement, note, bond, license, or other instrument or obligation to which CICA is a party or by which CICA is bound or the charter or bylaws of CICA or other governing instruments of CICA; (ii) The Agreement has been duly authorized, executed and delivered by CICA and is a legal, valid and binding obligation of CICA enforceable against CICA in accordance with its terms (subject to the applicability of equitable principles or the effect of bankruptcy or creditors' rights laws on the enforceability of the Agreement); (iii) Citizens and CICA respectively are a corporation and a stock insurance company, duly organized, validly existing and in good standing under the laws of the State of Colorado; (iv) CICA has full corporate power and authority to enter into the Agreement and to carry out the transactions contemplated by the Agreement; (v) To such counsel's knowledge, after due inquiry, there are no civil or criminal actions, suits, arbitrations, administrative or other proceedings or governmental investigations pending or threatened against CICA which will constitute a breach of the representations, warranties or covenants under the Agreement or will prevent CICA from consummating the transactions contemplated by the Agreement; (vi) The authorized and outstanding capital stock of Citizens is as stated in Section 3.2 of the Agreement, and each of the shares of Class A common stock to be issued pursuant to the agreement has been duly authorized and when issued pursuant to the terms of the Agreement shall be validly issued and fully paid and non-assessable and issued in violation of the preemptive rights of any party; (vii) To such counsel's knowledge, after due inquiry, except as set forth in the Agreement or CICA's Disclosure Statement, there are no outstanding subscriptions, options, warrants, rights, convertible securities, calls, commitments, privileges or other arrangements, preventive or contractual, calling for or requiring the acquisition of, or the issuance, transfer, sale, or other disposition of any shares of the capital stock of Citizens, or calling for or requiring the issuance of any securities or rights convertible into or exchangeable for shares of capital stock of Citizens; (viii) The execution, delivery, and performance of the Agreement, and the performance by CICA of its obligations thereunder, is not in contravention of any law, ordinance, rule, or regulation, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, will not cause the suspension or revocation of any authorization, consent, approval, or license presently in effect, which affects or binds CICA or any of its subsidiaries or any of its or their material properties; (xi) Consummation of the transaction in accordance with the terms of the Agreement will constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the "Code") ; American and CICA will each be a party to the reorganization; no gain or loss will be recognized pursuant to the Code by American as a consequence of the transactions contemplated hereby; CICA will succeed to and take into account the items of American described in the Code; when a American 19 20 shareholder receives solely Citizens Class A common stock in accordance with the transactions contemplated hereby, such American shareholder will not recognize gain or loss; the basis for the Citizens Class A common stock to be received by American shareholders will be the same as the basis for the shares of American stock they surrender in connection with the transactions contemplated hereby; the holding period for any American shareholder of the Citizens Class A common stock received in the transactions contemplated hereby will include the period during which the shares of the American stock surrendered were held provided that the American stock was a capital asset in the hands of such American shareholder on the Effective Date; and the payment of cash to any American shareholder in lieu of a fractional share of Citizens Class A common stock will be treated as received as a distribution and redemption of the fractional share interest, subject to the limitations of Section 302 of the Code; and (c) The exchange of Citizens Class A common stock for shares of American stock is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof and, with respect to state securities laws and the securities laws of other applicable jurisdictions, if any, is either exempt from qualification or registration thereunder or such qualification or registration requirements have been satisfied. 20 21 CICA DISCLOSURE STATEMENT Pursuant to the provisions of Article III of the Plan and Agreement of Exchange between and among CICA and American, CICA hereby makes the following disclosures respecting the similarly numbered sections in the Plan and Agreement of Exchange: 3.3 At the Effective Date, brokerage commissions will be owed to Merger & Acquisition Profiles, Inc. 3.7 Citizens has the liabilities disclosed in the Citizens Financial Statements and those incurred thereafter in the ordinary course of business. 3.10 Computer Maintenance Agreement between Computing Technology, Inc. and Wang Laboratories, effective 7/l/91 and amended 8/26/91. 21 22 AMERICAN DISCLOSURE STATEMENT Pursuant to the provisions of Article IV of the Plan and Agreement of Exchange between and among CICA and American, American hereby makes the following disclosures respecting the similarly numbered sections in the Plan and Agreement of Exchange: 4.2 Outstanding warrants, options, or other rights to purchase or subscribe to, or securities convertible into, or exchangeable for, shares of capital stock of American: (1) Stock Incentives issued to certain key employees of Great American Investment Network, Inc. and USLI pursuant to the 1994 Stock Incentive Plan, adopted by the Board of Directors on November 30, 1993, and approved by the Shareholders on May 3, 1994. 4.7 American has liabilities disclosed in their financial statements and those incurred thereafter in the ordinary course of business. 4.8 Pending litigation: As of the date of execution hereof, the following litigation against American and/or USLI was pending: (1) David Anderson and Marty Stanford, D/B/A Premiere Insurance Agency, and Chiropractic National Association, Plaintiffs, versus United Security Life Insurance Company, Defendant, Civil Action No. 96-002(r)L, in the Circuit Court of Lee County, Mississippi. (2) Donald and Karen Mayo, Plaintiffs, versus United Security Life Insurance Company, Defendant, Civil Action No. 95-268(f)L, in the Circuit Court of Lee County, Mississippi. 4.11 American is subject to the following contracts and agreements which are, or may be, performable in the future, copies of which have heretofore been furnished to CICA: (1) Settlement Agreement dated March 2, 1995, among Robert Tillman and Tillman Insurance Agency, Inc. ("Plaintiffs"), and The Gain Agency, Inc., Great American Investment Network, Inc., Walter L. Shelton and Jesse Byrd (Defendants). (2) Executive Compensation Plan and Agreement adopted November 11, 1994 by the Directors, and approved by the Shareholders on May 2, 1995, between Great American Investment Network, Inc. and Walter L. Shelton and Jesse L. Byrd. (3) Employment Agreement dated August 23, 1996, between, American, USLI and John S. Camara. (4) Employment Agreement dated August 23, 1996, between, American, USLI and H. Harold Crumpler. (5) Employment Agreement dated August 23, 1996, between, American, USLI and Phillip E. Faller. (6) Employment Agreement dated August 23, 1996, between, American, USLI and Linda M. Pepper. (7) Contract Agreements between Great American Investment Network, Inc. and the individual members of Magnolia Consulting Group, an unincorporated association. (8) Promissory Note dated December 19, 1994, in favor of Merchants and Farmers Bank, in the original principal amount of $535,562.62, with a final maturity date of December 15, 1999. 22 23 The Promissory Note is secured by a Deed of Trust between the parties dated as of the same date, and recorded in the office of the Chancery Clerk of. Rankin County, Mississippi in Book 1018 at Page 89. (9) Second Deed of Trust dated March 2, 1995, securing the Settlement Agreement referenced as Item No. (1), above, among Great American Investment Network, Inc., Mark T. Davis as Trustee, and Dale Hubbard, Tillman Insurance Agency, Inc. and Robert Tillman, beneficiaries. This instrument is recorded in the Office of the Chancery Clerk of Rankin County, Mississippi in Book 1031 at Page 649. 23 24 AMENDMENT TO PLAN AND AGREEMENT OF EXCHANGE This Amendment to Plan and Agreement of Exchange ("Amendment") is entered into among CITIZENS, INC., a Colorado corporation ("Citizens"), CITIZENS INSURANCE OF AMERICA, a Colorado-domiciled insurance company ("CICA"), and AMERICAN INVESTMENT NETWORK, INC., a Mississippi corporation ("American"). WITNESSETH WHEREAS, CICA and American have heretofore entered into a Plan and Agreement of Exchange dated October 28, 1996 ("the Plan"), to effect a share exchange between them under Mississippi law, as provided in the Plan; and WHEREAS, CICA and American desire to amend the Plan, as adopted, as to the source of stock to be used to implement the exchange, said stock to be additional shares of Citizens Class A Common Stock to be issued by Citizens and distributed to CICA; NOW THEREFORE, Citizens, CICA and American hereby agree that the Plan should be, and hereby is, amended as follows: I. Article III, Section 3.2 of the Plan, is hereby amended to read as follows: "3.2 The aggregate number of shares which Citizens is authorized to issue is 50,000,000 shares of Class A common stock, no par value, and 1,000,000 shares of Class B common stock, no par value; of which 21,651,161 shares of such Class A common stock were issued and 19,572,614 shares were outstanding, fully paid and nonassessable and 621,049 shares of Class B common stock were issued and outstanding, fully paid and non-assessable, as of October 28, 1996, the date of the Plan. A total of 700,000 shares of Class A common stock. of Citizens, previously authorized but unissued, will be issued by Citizens and distributed to CICA to satisfy the exchange obligations of CICA under the Agreement. Citizens has no outstanding options, warrants or other rights to purchase, or to subscribe to, or securities convertible into or exchangeable for any shares of capital stock, except an option for 76,000 shares of Class A common stock. The two (2) classes of stock of Citizens are equal in all respects, except (a) the Class B common stock elects a simple majority of the Board of Directors of Citizens, and the Class A common stock elects the remaining directors; and (b) each Class' A share receives twice the cash dividends paid on a per share basis to the Class B common stock." 24 25 II. Article VIII, Section 8. I (f) of the Plan, is hereby amended to read as follows: "(f) By either party, if the Effective Date does not occur on or before March 31, 1997." III. Except as amended herein, the Plan remains in full force and effect, without change. IN WITNESS WHEREOF, Citizens, CICA and American have set their hands and seals this 17th day of January, 1997, but effective as of the 31st day of December, 1996. CITIZENS INSURANCE COMPANY AMERICAN INVESTMENT NETWORK, INC. OF AMERICA By: /s/ Mark A. Oliver By: /s/ John S. Camara ---------------------------------- ------------------------------- Mark A. Oliver John S. Camara, President Executive Vice President, Chief Financial Officer, Secretary and Treasurer CITIZENS, INC. By:/s/ Mark A. Oliver ---------------------------------- Mark A. Oliver Executive Vice President, Chief Financial Officer, Secretary and Treasurer 25 26 AMENDMENT NO. 2 TO PLAN AND AGREEMENT OF EXCHANGE This Amendment No. 2 to Plan and Agreement of Exchange is entered into among CITIZENS, INC., a Colorado corporation ("Citizens"), CITIZENS INSURANCE COMPANY OF AMERICA, a Colorado-domiciled insurance company ("CICA"), and AMERICAN INVESTMENT NETWORK, INC., a Mississippi corporation ("American"). WITNESSETH WHEREAS, CICA and American have heretofore entered into a Plan and Agreement of Exchange dated October 28, 1996 ("the Plan"), to effect a share exchange between them under Mississippi law, as provided in the Plan; and WHEREAS, CICA and American amended the Plan on January 27, 1997 ("Amendment No. 1") to reflect the contribution by Citizens of stock to CICA for the share exchange and to extend the closing date; and WHEREAS, Citizens, CICA and American desire to further amend the Plan, as to the closing date of the transaction. NOW THEREFORE, Citizens, CICA and American hereby agree that the Plan should be, and hereby is, amended as follows: I. Article VIII, Section 8. 1 (f) of the Plan, is hereby amended to read as follows: "(f) By either party, if the Effective Date does not occur on or before June 30, 1997." II. Except as amended herein, the Plan as amended by Amendment No. I remains in full force and effect, without change. IN WITNESS WHEREOF, Citizens, CICA and American have set their hands and seals as of March 31, 1997. CITIZENS INSURANCE COMPANY AMERICAN INVESTMENT NETWORK, INC. OF AMERICA By: /s/ Mark A. Oliver By: /s/ John S. Camara ---------------------------- ---------------------------------- Mark A. Oliver, President John S. Camara, President CITIZENS, INC. By: /s/ Mark A. Oliver ---------------------------- Mark A. Oliver, President 26 EX-10.11 3 STOCK PURCHASE AGREEMENT 1 EXHIBIT 10.11 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is entered into by and among CITIZENS, INC., a Colorado corporation ("Citizens"), JANSEN ENTERPRISES, INC., a Texas corporation ("Jansen"), JOE T. BAILEY, an individual residing in Texas ("Bailey"), and D. STEVEN HANSEN, an individual residing in Texas ("Hansen"). WITNESSETH: WHEREAS, Jansen owns all of the issued and outstanding capital stock of National Security Life and Accident Insurance Company, a Texas-domiciled stock life insurance company ("NSL"); and WHEREAS, Citizens desires to purchase, and Jansen desires to sell, 405,000 shares of common stock, $1.30 par value, of NSL (the "Shares"), which constitutes all of the issued and outstanding shares of capital stock of NSL; NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I Purchase and Sale Subject to the terms and conditions set forth in this Agreement, Jansen agrees to sell. and Citizens agrees to purchase, all of the issued and outstanding shares of capital stock of NSL as follows: 1.1 The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") to occur as soon as possible after all regulatory approvals are obtained in accordance with law and as required by this Agreement. 1.2 Citizens will pay to Jansen at the Closing $1,700,000 (the "Purchase Price") by delivery of (i) cash in the amount of $1,000,000 payable by wire transfer or delivery of other immediately available funds. and (ii) $700,000 in restricted shares of Citizens Class A Common Stock, free and clear of all security interests, liens, charges. encumbrances, or rights of any third parties of any kind or nature, the number of shares representing same to be determined based upon the average consolidated market closing price of Citizens shares-on the American Stock Exchange for the ninety (90) calendar days preceding the Closing of this Agreement. 1.3 At Closing, (i) Jansen will deliver to Citizens the various certificates, instruments. and documents referred to in Section 6.6, (ii) Citizens will deliver to Jansen the various certificates, instruments, and documents referred to in Section 6.7, (iii) Jansen will deliver to Citizens stock certificates representing 405,000 shares of NSL common stock, $1.30 par value. endorsed in blank or accompanied by duly executed assignment documents free and clear of all security interests, liens, charges, encumbrances. restrictions or rights of any third parties of any kind or nature, and (iv) Citizens will deliver to Jansen the consideration specified in Section 1.2. ARTICLE II Representations, Warranties and Covenants of Citizens No representations or warranties are made by any director, officer, employee or shareholder of Citizens as individuals. Citizens hereby represents, warrants and covenants to Jansen, subject to the disclosures made in the Citizens Disclosure Statement attached hereto, as follows: 2.1 Citizens is a corporation duly organized, validly existing and in goo. standing under the laws of the State of Colorado, having the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Citizens, copies of which have been delivered to Jansen, are complete and accurate, and the minute books of Citizens contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Citizens. 1 2 2.2 The aggregate number of shares which Citizens is authorized to issue is 50,000,000 shares of Class A common stock, no par value, and 1,000,000 shares of Class B common stock, no par value: of which 22,')48,976 shares of such Class A common stock are issued and 20,270,429 are outstanding, fully paid and nonassessable as of June 30, 1997, and 621,049 shares of Class B common stock are issued and outstanding, fully paid and nonassessable. There are 1,822.332 shares of Class A common stock of Citizens owned and held by its subsidiary, Citizens Insurance Company of America. Citizens has no outstanding options, warrants, or other rights to purchase. or subscribe to, or securities convertible into or exchangeable for any shares of capital stock, except for options exercisable with respect to a maximum of 15,555 shares of Class A Common Stock as a result of the share exchange effected June 19, 1997 with American Investment Network, Inc. ("AIN Exchange"). The two (2) classes of stock of Citizens are equal in all respects, except (a) the Class B common stock elects a simple majority of the Board of Directors of Citizens, and the Class A common stock elects the remaining directors; and (b) each Class A share receives twice the cash dividends paid on a per share basis to the Class B common stock. 2.3 Citizens has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. None of Citizens and its subsidiaries have any liability or obligation to pay any fee or commission to any broker, agent or finder other than Merger and Acquisition Profiles, Inc. with respect to the transactions contemplated hereby. 2.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Citizens will conflict with or result in a breach or violation of its Articles of Incorporation or Bylaws. 2.5 The execution. delivery and performance of this Agreement has been duly authorized and approved by the Board of Directors of Citizens. 2.6 Citizens has delivered to Jansen consolidated financial statements of Citizens and its subsidiaries, dated December 31, 1996 and March 31, 1997. All such statements, herein sometimes called "Citizens Financial Statements," are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of Citizens and its subsidiaries for the periods included. The December 31, 1996 and March 31, 1997 Citizens consolidated financial statements have been prepared in accordance with generally accepted accounting principles. 2.7 Since the dates of the Citizens Financial Statements there have not been any material adverse changes in the business or condition, financial or otherwise, of Citizens and its subsidiaries. Citizens and its subsidiaries do not have any material liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) except as disclosed in the Citizens Financial Statements. 2.8 Citizens has delivered, or will deliver within two weeks of the date of this Agreement, to Jansen a list and description of all pending legal proceedings involving Citizens, none of which will materially adversely affect it, and, except for these proceedings, there are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of Citizens, threatened against Citizens or affecting any of its assets or properties. Citizens is not in any material breach or violation of or default under any contract or instrument to which Citizens is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by Citizens under any contract or other instrument to which Citizens is a party or by which it or any of its properties may be bound or affected, or under its Articles of Incorporation or Bylaws, nor is there any pending court or regulatory order applicable to Citizens. 2.9 Citizens shall not enter into or consummate any transactions prior to the Closing other than (i) in the ordinary course of business and (ii) business acquisitions, combinations and exchanges. Citizens will not pay any dividend or. except in the ordinary course of business, enter into an agreement or transaction which would adversely affect its financial condition. 2.10 Citizens is not a party to any contract performable in the future except agreements with subsidiaries, and those contracts which will not adversely affect it. 2 3 2.11 Citizens has delivered, or will deliver within two weeks of the date of this Agreement. to Jansen true and correct copies of Citizens' Annual Report to Shareholders for the years ended December 31, 1996 and 1995. Citizens will also deliver to Jansen on or before the Closing Date any reports relating to the financial and business condition of Citizens which are filed with the SEC after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement. Citizens has duly filed all reports required to be filed by it under the Securities Act of 193'), as amended, and the Securities Exchange Act of 1934, as amended, (the "Federal Securities Laws"). No such reports, or any reports sent to the shareholders of Citizens generally as of their respective dates, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. 2.12 Citizens has delivered, or will deliver within two weeks of the date of this Agreement, to Jansen a copy of each of the consolidated federal income tax returns of Citizens and its subsidiaries for the year ended December 31, 1995 and for any additional open years. The provisions for taxes paid by Citizens are believed by Citizens to be sufficient for payment of all accrued and unpaid federal, state, county and local taxes of Citizens (including any penalties or interest payable) whether or not disputed for the periods then ended and for all prior fiscal periods. All returns and reports or other information required or requested by federal, state, county, and local tax authorities have been filed or supplied in a timely fashion, and all such information is true and correct in all material respects. Provision has been made for the payment of all taxes due to date by Citizens. 2.13 Citizens has no employee benefit plans, except for a noncontributory, qualified profit-sharing plan and a group accident and health insurance plan. 2.14 No representation or warranty by Citizens in this Agreement, the Citizens Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 2.15 Citizens (i) understands that the Shares of NSL have not been, and will not be, registered under any federal or state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Shares solely for its own account for investment purposes, and not with a view to public distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Shares and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Shares, (v) is able to bear the economic risk and lack of liquidity inherent in holding the Shares, and (vi) is an "accredited investor" as that term is defined for purposes of Regulation D promulgated under the Securities Act of 1933, as amended. ARTICLE III Representations, Warranties and Covenants of Jansen Jansen, Bailey and Hansen, jointly and severally, hereby represent, warrant and covenant to Citizens, subject to the disclosures made in the Jansen Disclosure Statement attached hereto, as follows: 3.1 Jansen and NSL are. respectively, a corporation and a life and accident and health insurance company duly organized, validly existing and in good standing, under the laws of the State of Texas, each having the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Jansen and NSL, copies of which have been delivered to Citizens, are complete and accurate, and the minute books of Jansen and NSL contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Jansen and NSL. 3.2 All of the issued and outstanding shares of Jansen are owned by Bailey and Hansen. Jansen has no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. The aggregate number of shares which NSL is authorized to issue is 810,000 shares of common stock, $1.30 par value, of which 405,000 are issued and outstanding, fully paid, 3 4 nonassessable. All issued and outstanding shares of NSL are owned of record and held by Jansen and are not subject to any security interests, liens, charges, encumbrances, restrictions or rights of any third parties of any kind or nature. NSL has no outstanding options, warrants or other rights to purchase or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. NSL has no subsidiaries. 3.3 Jansen has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. None of Jansen and its subsidiaries have any liability or obligation to pay any fee or commission to any broker, agent or finder with respect to the transactions contemplated hereby. 3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Jansen will conflict with or result in a breach or violation of any Articles of Incorporation or Bylaws of Jansen or its subsidiaries. 3.5 The execution of this Agreement has been duly authorized and approved by Jansen's Board of Directors and shareholders. 3.6 Jansen has delivered to Citizens the annual and quarterly convention statements of NSL as of December 31, 1996 and the three months ended March 31, 1997, as filed with the Texas Department of Insurance. All such statements, herein sometimes called "NSL convention statements," are complete and correct in all material respects and, together with the notes to these financial statements. present fairly the financial position and results of operations NSL for the periods indicated. The December 1, 1996 and March 1, 1997 NSL convention statements have been prepared in accordance with statutory accounting practices. All amounts owed (including agent balances) to NSL by any "affiliate" (as defined under Federal Securities Laws and shall include Jansen, Insurance Facility Management, Inc., Texas Co-op Plans, Inc. and Lifestyles Insurance Agency) are entirely recoverable in the ordinary course of business and are not subject to offset or reduction. 3.7 Since the dates of the NSL convention statements there have not been any material adverse changes in the business or condition, financial or otherwise, of NSL. NSL has no material liabilities or obligations, secured or unsecured (whether accrued. absolute. contingent or otherwise), except for contractual liability pursuant to policies of insurance issued or assumed by NSL, and except as disclosed in the NSL convention statements. 3.8 Jansen, Bailey and Hansen have delivered to Citizens a list and description of all pending legal proceedings involving NSL, and, except for these proceedings, there are no legal proceedings or regulatory proceedings involving, or to the knowledge of the officers of Jansen, threatened against NSL or affecting any of its assets or properties. The aggregate adverse consequences to NSL of all pending legal proceedings shall not exceed $100,000. As used in this Agreement, the term "adverse consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments. orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement. liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses. NSL is not in any material breach or violation of or default under any contract or instrument to which NSL is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by NSL under any contract or other instrument to which NSL is a party or by which it or any of its properties may be bound or affected, or under its Articles of Incorporation or Bylaws, nor is there any pending court or regulatory order applicable to NSL. 3.9 Except for the Permitted Transactions, NSL shall not enter into or consummate any transactions prior to the Closing other than in the ordinary course of business and will pay no dividend, or increase the compensation of officers or employees and will not enter into any agreement or transaction which would adversely affect its financial condition in a material manner. As used herein, "Permitted Transactions" shall mean the transfer from NSL to Jansen, and the marketing by Jansen and its affiliates, of the Columbia-HCA PPO contract to third parties. 3.10 The assets of NSL had admissible values at least equal to those attributed to them on its December 31, 1996 and March 31, 1997 convention statements. 4 5 3.11 NSL is not a party to any sales, agency, lease, rental, license, royalty, union or other material contracts or agreement, written or otherwise, other than insurance policies issued or assumed by NSL and those contracts or agreements disclosed in the NSL Disclosure Statement. 3.12 All policy and claim reserves of NSL have been properly provided for and are adequate to comply with all regulatory requirements regarding same. 3.13 Jansen (i) understands that the Citizens Class A Common Stock has not been, and will not be, registered under any federal or state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Citizens Class A Common Stock solely for its own account for investment purposes, and not with a view to public distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Citizens and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the restricted Citizens Class A Common Stock, (v) is able to bear the economic risk and lack of liquidity inherent in holding the Citizens Class A Common Stock, and (vi) is an "accredited investor" as that term is defined for purposes of Regulation D promulgated under the Securities Act of 1933, as amended. 3.14 Jansen will deliver to Citizens on or before the Closing Date any reports relating to the financial and business condition of NSL which are filed with any governmental authority after the date of this Agreement. No such reports will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. With respect to any convention statements of NSL filed subsequent to the latest NSL convention statement referenced in Section 3.6, the representations and warranties contained in Sections 3.6, 3.7 and 3.10 shall apply thereto at, and subject to, Closing. 3.15 Jansen has delivered to Citizens a copy of each of the federal income tax returns of NSL for the years ended December 31, 1996, 1995 and 1994 and for any additional open years. All accrued and unpaid federal, state, county and local taxes of NSL (including any penalties or interest payable) whether or not disputed for the periods then ended and for all prior fiscal periods shall not exceed by more than $100,000 the sum of (i) the provision for taxes reflected in the NSL March 31, 1997 convention statement and (ii) any tax refunds hereafter received by NSL for the years ended December 31, 1996, 1995 and 1994 and for any additional open years. All returns and reports or other information required or requested by federal, state, county, and local tax authorities have been filed or supplied in a timely fashion, and all such information is true and correct in all material respects. 3.16 NSL has no employee benefit plans. 3.17 Since December 31, 1996, NSL has continued actively in the conduct of its business, meeting and performing all of its obligations in the regular course of business, and (i) there has been no material adverse change in the assets or liabilities or in the condition, business, financial or otherwise, of NSL since said date; (ii) except for the Permitted Transactions, NSL has not transferred, conveyed, or acquired any material assets or property or entered into any transaction which by reason of its size or otherwise is not in the ordinary course of its business; (iii) NSL has not paid to any employee any bonus or special compensation except in the ordinary course of business; (iv) NSL has not declared or paid any dividend or authorized or made any other distribution of any kind to its shareholders, or issued or sold, or issued rights or options to purchase or subscribe to, or subdivided or otherwise changed, or agreed to repurchase or redeem. any shares of its capital stock (however, NSL has amended its Articles of Incorporation to increase par value from $1.00 to $1.30); and (v) NSL has not made or agreed to make any changes in the designations, preferences or restrictions with respect to its capital stock as regards dividends, redemption, voting powers or restriction or qualifications of voting powers as presently exist in its Articles of Incorporation. 3.18 NSL is not in default in the payment of any of its obligations. Other than those normal liabilities incurred by NSL since December 31, 1996 in the ordinary course of its routine business affairs, there are no material liabilities, whether such liabilities are contingent, absolute. direct, or indirect, matured, unmatured or otherwise, and including, but not limited to, liabilities for federal, state or local taxes, penalties and assessments. which do not appear on the aforesaid financial statements of NSL as of December 31, 1996 and March 31, 1997. 5 6 3.19 NSL has no outstanding corporate bonds, debentures, trust or premium certificates or other income, surplus, debt or capital obligations of a similar nature. 3.20 NSL has now, and at Closing will have, good and indefeasible title to all of its properties and assets, including the property and assets set forth in the balance sheet of NSL as of December 31, 1996, and in each case other than deposits held in joint custody with insurance regulatory authorities such assets and properties are free and clear of all mortgages, pledges, liens, leases, restrictions, security interests, encumbrances or charges whatsoever, and of every kind and nature. 3.21 Article VIII of the Articles of Incorporation of NSL prohibits preemptive rights of stockholders to subscribe to additional shares of NSL capital stock, and Article VII of the Articles of Incorporation prohibits cumulative voting for members of NSL's Board of Directors. The capital stock shares of NSL are equal and the same in all rights and respects. 3.22 NSL has not issued and does not have in force any insurance or annuity contracts which provide for participation or sharing in the profits, earnings, accumulations or expense savings of NSL except as disclosed in the NSL Disclosure Statement. 3.23 No representation or warranty by Jansen, Bailey or Hansen in this Agreement, the Jansen Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. ARTICLE IV Obligations of the Parties Pending the Closing 4.1 At all times prior to the Closing, during regular business hours each party will permit the other to examine its books and records and the books and records of any subsidiaries and will furnish copies thereof on request. It is recognized that, during the performance of this Agreement, each party may provide the other parties with information which is confidential or proprietary information. During the term of this Agreement, and for four years following the termination of this Agreement. the recipient of such information shall protect such information from disclosure to persons, other than members of its own or affiliated organizations and its professional advisers, in the same manner as it protects its own confidential or proprietary information from unauthorized disclosure, and not use such information to the competitive detriment of the disclosing party. In addition, if this Agreement is terminated for any reason, each party shall promptly return or cause to be returned all documents or other written records of such confidential or proprietary information, together with all copies of such writings and, in addition, shall either furnish or cause to be furnished, or shall destroy, or shall maintain with such standard of care as is exercised with respect to its own confidential or proprietary information, all copies of all documents or other written records developed or prepared by such party on the basis of such confidential or proprietary information. No information shall be considered confidential or proprietary if it is (a) information already in the possession of the party to whom disclosure is made; (b) information acquired by the party to whom the disclosure is made from other sources; or (c) information in the public domain or generally available to interested persons or which at a later date passes into the public domain or becomes available to the party to whom disclosure is made without any wrongdoing by the party to whom the disclosure is made. 4.2 Jansen and Citizens shall promptly provide each other with information as to any significant developments in the performance of this Agreement, and shall promptly notify the other if it discovers that any of its representations, warranties and covenants contained in this Agreement or in any document delivered in connection with this Agreement was not true and correct in all material respects or became untrue or incorrect in any material respect. 4.3 All parties to this Agreement shall take all such action as may be reasonably necessary and appropriate and shall use their best efforts in order to consummate the transactions contemplated hereby as promptly as practicable. 6 7 4.4 JANSEN, BAILEY AND HANSEN AGREE THAT NSL WILL NOT, BETWEEN THE DATE HEREOF AND CLOSING: (a) issue or sell, or agree to issue or sell, any stocks, bonds or other corporate securities, or declare or pay any dividends on capital stock, or make any other payments or distributions to its stockholders; (b) incur any obligation or liability, absolute, contingent, direct or indirect, other than current liabilities incurred in the ordinary and usual course of its business; (c) incur any indebtedness for money borrowed; make any loans or advances to any individual, firm or corporation other than commission advances to sales agents and others in the normal course of business, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation; (d) discharge or satisfy any lien or encumbrance or pay any obligation or liability other than current liabilities shown on the NSL convention statement as of March 31, 1997, or those incurred thereafter; (e) mortgage, pledge, or subject to lien or security interest, charge or otherwise encumber any of its assets or properties; (f) sell or transfer any of its properties or assets, or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary and usual course of business and for a consideration equal to the fair value thereof, (g) except in the ordinary course of business, pay any bonuses or special remuneration to any officer or employee, increase the salaries or other remuneration of any officer or employee, enter into any contract of employment, management or consultation, or enter into any contract or adopt or amend any plan providing for such bonuses or for stock options or warrants, pensions, retirement benefits, profit sharing or the like; (h) waive any right of any substantial value; (i) sell or transfer any of its real properties; (j) make any investment of a capital nature; (k) enter into any long-term contracts or commitments, except in the ordinary course of business; (l) use any of its assets or properties except for proper corporate purposes; (m) except for the Permitted Transactions, modify, amend, cancel or terminate any existing agreement except in the ordinary and usual course of its business; (n) issue, sell, or contract to sell any equity or debt securities; (o) except for the Permitted Transactions, enter into any transaction or agreement other than in the usual and ordinary course of its business; (p) have any proceedings pending or threatened against it, either administrative or judicial, which would in any manner affect its rights to continue such business; (q) have any outstanding contracts, agreements, options, warrants, calls or commitments relating to its authorized, unissued stock; (r) have any material liabilities, whether such liabilities are contingent, absolute, direct or indirect, matured, unmatured or otherwise, which do not appear on the NSL convention statement as of December 31, 1996, 7 8 and except those later incurred in the normal course of its business, none of which have materially adversely affected it; (s) issue or grant any outstanding corporate bonds, debentures, trust or premium certificates or other income, surplus or capital obligations of a similar nature, except as specified herein; or (t) have any material adverse change in its financial condition from that reflected by the NSL convention statement as of December 31, 1996. ARTICLE V Regulatory Filings Within 15 days after the execution of this Agreement, Citizens shall file with the Insurance Commissioner of Texas all of the regulatory approval documents required by Texas law in order to close this Agreement. ARTICLE VI Conditions Precedent Each of the following are conditions precedent to the consummation of the Agreement by Citizens and Jansen to the extent failure of any such condition is not caused by any willful, reckless or negligent act or omission of such party or any "control person" (as defined for Federal Securities Laws) of the party seeking to rely thereon: 6.1 This Agreement is in all things subject to the provisions of the applicable insurance laws and the regulations promulgated thereunder, and shall not become effective until all necessary approvals are obtained from the Commissioner of Insurance of the State of Texas and any other applicable governmental authority. Citizens agrees to file and to use its best efforts to obtain such approvals of the transactions contemplated by this Agreement. Neither Citizens nor Jansen shall be obligated to file a suit or to appeal from any Commissioner's adverse ruling, nor shall Citizens or Jansen be obligated to make any material changes in any lawful, good faith management policy in order to gain such approval. In the event approval is denied, this Agreement shall terminate. 6.2 Citizens and Jansen shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date pursuant to the terms of this Agreement. 6.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine. forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation, or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for Citizens and Jansen. 6.5 The representations and warranties by Citizens, Jansen, Bailey and Hansen in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing, except to the extent that such representations and warranties may be untrue on and as of the Closing because of (1) changes caused by transactions suggested or approved in writing by the other party, or (2) events or changes (which shall not, in the aggregate. have materially and adversely affected the business, assets, or financial condition of NSL or Citizens) during or arising after the date of this Agreement. 8 9 6.6 JANSEN SHALL HAVE FURNISHED CITIZENS WITH: (a) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Jansen approving this Agreement and the transactions contemplated by it in accordance with applicable law; (b) a certified copy of a resolution or resolutions duly adopted by the shareholders of Jansen approving this Agreement and the transactions contemplated by it in accordance with applicable law; (c) a certificate of Jansen, Bailey and Hansen dated the Closing Date to the effect that each of the conditions specified above in Sections 6.1 through 6.5 have been, to the extent applicable to Jansen or NSL, satisfied in all respects; (d) an agreement to the effect and in form and substance satisfactory to counsel for Citizens that (i) Jansen is familiar with SEC Regulation D and Rule 144 and acknowledges that the Citizens Class A common stock will be "restricted securities" within the meaning thereof and the stock certificates therefor will bear restrictive legends; (ii) Jansen is an "accredited investor" within the meaning of Regulation D; and (iii) none of the shares of Citizens Class A common stock will be transferred in violation of the Federal Securities Laws; and (e) at Closing, the directors and officers of NSL shall be individuals acceptable to Citizens. 6.7 CITIZENS SHALL HAVE FURNISHED JANSEN WITH: (a) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Citizens, approving this Agreement and the transactions contemplated by it; and (b) a certificate of Citizens dated the Closing Date to the effect that each of the conditions specified above in Sections 6.1 through 6.5 have been, to the extent applicable to Citizens, satisfied in all respects. ARTICLE VII Termination and Abandonment 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of the Boards of Directors of Citizens and Jansen; (b) By Citizens or Jansen for failure of a condition precedent in Article VI if such failure was not caused by any willful. reckless or negligent act or omission of such party or any control person (as defined for Federal Securities Law) of such party seeking to rely thereon; (c) By Citizens or Jansen, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By Citizens or Jansen, if there is discovered any material error, misstatement or omission in the representations and warranties of the other party; or (e) By Citizens or Jansen if the Closing does not occur within ninety (90) days from the date hereof. 7.2 Any of the terms or conditions of this Agreement may be waived (if a corporation, by action of its Board of Directors) at any time by the party which is entitled to the benefit thereof. This Agreement may be amended upon approval of the Board of Directors of each party except that modification of the Purchase Price shall also require approval of the Jansen shareholders. 9 10 ARTICLE VIII Noncompetition; Confidentiality; Indemnification; Consultation 8.1 For a period of five years from and after the Closing Date and except for Permitted Services, Jansen. Bailey and Hansen will not engage directly or indirectly in any business competitive with the business conducted by NSL as of the Closing Date in the geographic area in which NSL conducts business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this covenant not to compete is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the covenant not to compete shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. As used herein, "Permitted Services" shall mean (i) service to or on behalf of Citizens, (iii) direct or indirect service as a sales agent or broker for any insurance company, and (iv) such other services as shall be approved in writing by the Chairman of Citizens. 8.2 Jansen, Bailey and Hansen will maintain the confidentiality of all information concerning NSL and its business which is confidential or proprietary, refrain from using any of such information except in connection with this Agreement, and deliver promptly, to Citizens or destroy, at the request and option of Citizens, all tangible embodiments (and all copies) of such information which are in his or its possession. In the event that any of Jansen, Bailey and Hansen is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any such information, Citizens will be promptly notified of the request or requirement so that Citizens may seek an appropriate protective order or waive compliance with the provisions of this Section. If any of Jansen, Bailey and Hansen is, on the advice of counsel, compelled to disclose any such information to any tribunal or else stand liable for contempt. he or it may disclose such information to the tribunal; provided, however, that the disclosing party shall use his or its best efforts to obtain, at the request of Citizens, an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as Citizens shall designate. 8.3 The representations and warranties in Sections 3.8 and 3.15 shall survive the Closing hereunder and continue in full force and effect for a period of five years thereafter. All other representations and warranties of the parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect for a period of three years thereafter. 8.4 After the Closing, the parties shall indemnify each other as follows: (a) In the event any party ("Indemnifying Party") breaches (or in the event any third party alleges facts that, if true, would mean such party has breached) any of his or its representations, warranties or covenants contained herein, and another party ("Indemnified Party") makes a written claim for indemnification pursuant to this Section 8.4 within the applicable survival period specified in Section 8.3, then the Indemnifying Party agrees to indemnify the Indemnified Party from and against the adverse consequences the Indemnified Party may suffer through and after the date of the claim for indemnification (including any adverse consequences suffered after the end of any applicable survival period) resulting from, arising out of, or relating to such breach or alleged breach. (b) If any third party shall notify any party ("Indemnified Party") with respect to a matter ("Third Party Claim") which may give rise to a claim for indemnification against another party ("Indemnifying Party") under this Section 8.4, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (c) Each of Jansen, Bailey and Hansen hereby agrees that he or it will not make, and hereby waives effective as of Closing, any claim (whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) now existing or hereafter arising against NSL for indemnification with respect to (i) any judgments, damages, penalties, fines, costs, amounts paid in settlement, losses or expenses incurred in whole or in part because 10 11 he or it was (A) a director, officer, employee, agent, shareholder of, or served in any other capacity with respect to. NSL, or (B) serving at the request or for the benefit of NSL as a partner, trustee, director, officer, employee, or agent of, or in any other capacity with respect to, another entity, plan or trust, or (ii) any action, suit, proceeding, complaint, claim, or demand brought by Citizens against such individual or entity (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise). 8.5 After the Closing, Citizens shall use commercially reasonable efforts either to consult, or cause NSL to consult, with Bailey and Hansen regarding the handling and disposition of the pending legal matters referenced in Section 3.8 hereof. ARTICLE IX Miscellaneous 9.1 This Agreement (including the schedules and exhibits referred to herein and which are hereby incorporated herein) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties. written or oral, to the extent related to the subject matter hereof. 9.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument,. but all such counterparts together shall constitute but one instrument. 9.3 Each of the parties hereto will pay its own fees and expenses incurred in connection with the transactions contemplated by this Agreement, and NSL shall not bear any such fees or expenses. 9.4 All parties to this Agreement agree that if it becomes necessary or desirable to execute- further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 9.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, fees prepaid, addressed as follows: To Citizens. and to Jansen, Bailey & Hansen: Citizens, Inc. Jansen Enterprises, Inc. P.O. Box 149151 P.O. Box 91502 Austin, Texas 78714-9151 Arlington, Texas 76015-0002 Attn: Harold E. Riley, Chairman Attn: D. Steven Hansen and Joe T. Bailey Phone: (512) 837-7100 Phone: (817) 467-4911 Fax: (512) 836-9334 Fax: (817) 784-9936 with copies to: with copies to: Heath, Davis & McCalla Sneed Vine & Perry PC 200 Perry Brooks Building 901 Congress Avenue Austin, Texas 78701 Austin, Texas 78701 Attn: Will D. Davis, Esq. Attn: Jim Shawn Phone: (512) 478-5671 Phone: (512) 476-6955 Fax: (512) 476-1451 Fax: (512) 476-1825 or such other addresses as shall be famished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 11 12 9.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of Citizens and Jansen. However, either Citizens or Jansen may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures to itself or any of its affiliates, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 9.7 The par-ties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. The word "including" shall mean including without limitation. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 9.8 This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder. 9.9 Each party acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each party agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter in addition to any other remedy to which they may be entitled, at law or in equity. All remedies identified in this Agreement are cumulative of any remedies available at law or in equity. 9.10 This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws or any jurisdiction other than the State of Texas. Any term or provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof. IN WITNESS WHEREOF, the parties have set their hands and seals this 13th day of August, 1997. CITIZENS, INC. JANSEN ENTERPRISES, INC. By: /s/ Mark A. Oliver By: /s/ D. Steven Hansen ------------------------------- ---------------------------------- Mark A. Oliver President D. Steven Hansen, President /s/ D. Steven Hansen ------------------------------------- D. Steven Hansen /s/ Joe T. Bailey ------------------------------------- Joe T. Bailey 12 13 CITIZENS DISCLOSURE STATEMENT Pursuant to the provisions of Article II of the Stock Purchase Agreement between and among Citizens, Jansen, Bailey and Hansen, Citizens hereby makes the following disclosures respecting the similarly numbered sections in the Stock Purchase Agreement: 2.7 Citizens has the liabilities disclosed in the Citizens Financial Statements and those incurred thereafter in the ordinary course of business. 2.10 (a) Computer Maintenance Agreement between Computing Technology, Inc. and Wang Laboratories, effective 7/l/91 and amended 8/26/91. (b) Marketing Consultant Agreement dated April 1, 1997 with Worldwide Professional Associates, Inc. 13 14 JANSEN DISCLOSURE STATEMENT Pursuant to the provisions of Article III of the Stock Purchase Agreement between and among Citizens, Jansen, Bailey and Hansen, Jansen hereby makes the following disclosures respecting the similarly numbered sections in the Stock Purchase Agreement: 3.7 NSL has liabilities disclosed in NSL's convention statements and those incurred thereafter in the ordinary course of business. 3.8 National Security Life and Accident, Successor in interest in National Life Insurance Company of Texas -vs- Commissioner of Internal Revenue. Allen D. Pierce -vs- National Security Life and Accident Insurance Company, Cause No. 96-08782-C, 68th Judicial District Court. 3.11 NSL has a contractual obligation to an affiliated party on the home office lease, which term ends December 31, 1997. NSL has a claims payment contract with an affiliate, Insurance Facility Management, Inc. This agreement is capable of being terminated by giving proper notice. NSL is under a management agreement with an affiliate, Jansen Enterprises, Inc. This agreement is capable of being terminated by giving proper notice. NSL has vested commission agency contracts with affiliated agencies and individuals. The agreements are with Texas Co-op Plans, Inc., Lifestyles Agency, Joe T. Bailey, and D. Steven Hansen. 3.15 Jansen has delivered all requested income tax returns except 1996. The 1996 Federal Income Tax Return is being prepared. 3.16 NSL has a group insurance policy through United Health Care, Group Number 90050. Jansen's 401K Program has employees of NSL as participants. 3.17 The Board of Director's of NSL have declared a dividend to Jansen. This declared dividend will not be paid during the period of this agreement. 14 EX-21 4 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21 SUBSIDIARIES OF REGISTRANT
STATE OF PERCENTAGE COMPANY NAME INCORPORATION TAX I.D. OWNERSHIP - ------------ ------------- -------- --------- Citizens Insurance Company of America Colorado 84-0583103 100% Direct Insurance Investors, Inc. Texas 74-1458561 100% Indirect Industrial Benefits, Inc. Texas 76-0159854 100% Indirect Computing Technology, Inc. Colorado 84-1037266 100% Indirect American Liberty Exploration Corporation Louisiana 72-0895903 100% Indirect American Liberty Exploration Corporation, 1981-1 Louisiana 72-0914867 100% Indirect American Liberty Exploration Corporation, 1982-1 Louisiana 72-0928484 100% Indirect Funeral Homes of America, Inc. Louisiana 72-1148400 100% Indirect American Investment Network, Inc. Mississippi 74-2447294 100% Indirect United Security Life Insurance Company Mississippi 64-0442514 100% Indirect National Security Life and Accident Insurance Co. Texas 75-0947122 100% Direct Central Investors Life Insurance Company of Illinois Illinois 37-0862705 100% Indirect
EX-23 5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors Citizens, Inc.: We consent to incorporation by reference in the registration statement on Form S-3 of Citizens, Inc. of our report dated March 18, 1998, relating to the consolidated balance sheets of Citizens, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and all related schedules, which report appears in the December 31, 1997 annual report on Form 10-K of Citizens, Inc. KPMG PEAT MARWICK LLP Dallas, Texas March 18, 1998 EX-27 6 FINANCIAL DATA SCHEDULE
7 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 0 5,617,131 133,021,681 978,391 1,287,295 899,329 162,651,692 6,454,956 2,069,423 37,107,070 249,519,435 152,119,042 0 10,287,780 1,873,588 937,430 0 0 53,073,905 26,507,793 249,519,435 55,362,616 10,038,736 (320,125) 23,945 39,955,150 6,819,085 0 4,029,744 604,221 3,425,523 0 0 0 3,425,523 .16 .16 0 0 0 0 0 0 0
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