-----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, UR0at6bJI39tmk4yVXkuxYVENBIs8Dp95nbxEqIUkGJYg5zDXvireVu5hV/uhVI1 p1S2TTevt/xbvGlRvlX28Q== 0000927016-98-004097.txt : 19981118 0000927016-98-004097.hdr.sgml : 19981118 ACCESSION NUMBER: 0000927016-98-004097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS CORP /DE/ CENTRAL INDEX KEY: 0000895469 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 043178765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11714 FILM NUMBER: 98754375 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 8-K 1 FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 1998 ----------------- __________ CITIZENS CORPORATION ----------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-11714 04-3178765 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D. of Incorporation) Number) __________ 440 Lincoln Street, Worcester, Massachusetts 01653 -------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) (508) 855-1000 ------------------------------------------------ Registrant's Telephone Number, including area code Page 1 of pages 5 Exhibit Index on page 5 ================================================================================ Item 5. Other Events Allmerica Financial Corporation and Citizens Corporation announced on November 16, 1998 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 was 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. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial and Citizens dated November 16, 1998 -3- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CITIZENS CORPORATION By: /s/ Edward J. Parry, III ---------------------------------------- Title: Vice President, Treasurer and Chief Financial Officer Date: November 16, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial and Citizens dated November 16, 1998 6 -5- EX-99 2 PRESS RELEASE OF ALLMERICA FINANCIAL & CITIZENS 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-----