-----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, EBX4m1xKcwcJP8lUl2zfbGukjFlH6rNixNyJProUrbPjFPcNsHYoQWBcrBrU3oV9 1jLCSh+FAdBQ8Du3SqxQEQ== 0000927016-98-004075.txt : 19981130 0000927016-98-004075.hdr.sgml : 19981130 ACCESSION NUMBER: 0000927016-98-004075 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981116 DATE AS OF CHANGE: 19981127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS CORP /DE/ CENTRAL INDEX KEY: 0000895469 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 043178765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-54783 FILM NUMBER: 98753474 BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN STREET CITY: WORCESTER STATE: MA ZIP: 01653 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLMERICA FINANCIAL CORP CENTRAL INDEX KEY: 0000944695 STANDARD INDUSTRIAL CLASSIFICATION: 6331 IRS NUMBER: 043263626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 SC 13E3/A 1 AMENDMENT # 1 TO SCHEDULE 13E-3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (AMENDMENT NO. 1) RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) -------------------- CITIZENS CORPORATION (Name of the Issuer) ALLMERICA FINANCIAL CORPORATION CITIZENS ACQUISITION CORPORATION (Name of Persons Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 01-174533 10 9 (CUSIP Number of Class of Securities) JOHN F. KELLY, ESQ. 440 LINCOLN STREET WORCESTER, MASSACHUSETTS 01653 (508) 855-1000 (Name of Person Authorized to Receive Notices on Behalf of Filing Persons) Copy to: LAUREN I. NORTON, ESQ. ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 (617) 951-7000 This statement is filed in connection with (check the appropriate box): a. [_] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [_] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [_] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [_] CALCULATION OF FILING FEE - - -------------------------------------------------------------------------------- Transaction Value* Amount of Filing Fee - - -------------------------------------------------------------------------------- $170,894,100.00 $34,178.82 - - --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase of 5,892,900 shares of common stock, par value $.01 per share, of Citizens Corporation at $29.00 net in cash per share, which represents all outstanding shares at October 30, 1998 not owned directly or indirectly by the persons filing this statement. The amount of the filing fee calculated in accordance with Rule 0-11 equals 1/50th of 1% of the value of the shares to be purchased. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $34,178.82 Filing Parties: Allmerica Financial Corporation and Citizens Acquisition Corporation Form or Registration No.: Schedule 14D-1 Date Filed: November 2, 1998
INTRODUCTION Allmerica Financial Corporation ("AFC") and Citizens Acquisition Corporation (the Purchaser") hereby amend and supplement their Rule 13e-3 Transaction Statement (the "Schedule 13E-3") originally filed on November 2, 1998, with respect to the offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Citizens Corporation, a Delaware corporation ("Citizens") that AFC does not already own. Capitalized terms used herein but not defined are used as defined in the Schedule 14D-1. -2- ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 of the Schedule 13E-3 is amended and supplemented to to add the following exhibit: (d)(8) Press Release dated November 16, 1998. -3- SIGNATURES After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 16, 1998 ALLMERICA FINANCIAL CORPORATION By: /s/ Edward J. Parry, III ---------------------------------------------- Name: Edward J. Parry, III Title: Vice President, Treasurer and Chief Financial Officer CITIZENS ACQUISITION CORPORATION By: /s/ Edward J. Parry, III ---------------------------------------------- Name: Edward J. Parry, III Title: President and Treasurer -4- EXHIBIT INDEX Exhibits -------- (d)(8) Press Release dated November 16, 1998. EX-99.(D)(8) 2 PRESS RELEASE DATED 11/16/98 CITIZENS CORPORATION AND ALLMERICA FINANCIAL CORPORATION AGREE TO CASH TENDER OFFER FOR CITIZENS SHARES AT $33.25 PER SHARE WORCESTER, Mass., November 16, 1998 -- Allmerica Financial Corporation (NYSE: AFC) and Citizens Corporation (NYSE: CZC) today announced that pursuant to an agreement between the Special Committee of the Board of Directors of Citizens Corporation and Allmerica Financial Corporation, the offer price in the outstanding Offer to Purchase by Allmerica is hereby increased and amended to $33.25 per share in cash. The Citizens Special Committee has agreed to recommend that the Citizens stockholders accept the revised offer price and tender their shares. John F. O'Brien, president and chief executive officer of Allmerica, said "Allmerica is pleased to have reached an agreement with the Citizens Special Committee. Our revised offer provides Citizens stockholders a substantial benefit in the form of liquidity at a very attractive price." The Expiration Date of the offer will continue to be December 2, 1998. The Citizens Special Committee will disseminate promptly its recommendation to the Citizens stockholders. Allmerica will disseminate promptly to Citizens shareholders a supplement to its prior Offer to Purchase, dated November 2, 1998. Allmerica and Citizens also announced that they had reached an agreement in principle to settle the shareholder litigation regarding the tender offer currently pending before the Delaware Chancery Court. Allmerica Financial Corporation is the holding company for a diversified group of insurance and financial services companies, including Citizens Corporation, and is based in Worcester, Mass. CONTACT: Investors: Media: ---------- ------ Jean Peters Michael F. Buckley (508) 855-3599 (508) 855-3099 AF-39 11/98 -----END PRIVACY-ENHANCED MESSAGE-----