-----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, S1xOX1ml03O10WvngdBr7VfZGEvccydGw+6grlWU1mFV0s6R6jvffvnf5skuub8a 9ddZgVoj/nqQK28KRQdPdg== 0000927016-98-004275.txt : 19981216 0000927016-98-004275.hdr.sgml : 19981216 ACCESSION NUMBER: 0000927016-98-004275 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981215 SUBJECT COMPANY: 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: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-54783 FILM NUMBER: 98770059 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: FIRE, MARINE & CASUALTY INSURANCE [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 # 5 TO SCHEDULE 13E-3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (AMENDMENT NO. 5) (FINAL AMENDMENT) 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* CITIZENS 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 - -------------------------------------------------------------------------------- $195,938,925.00 $39,187.79 - --------------------------------------------------------------------------------
- ---------------- * On December 14, 1998, Citizens Acquisition Corporation merged with and into Citizens Corporation and, as a result of such merger, ceased to exist as a separate entity. ** 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 $33.25 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: $39,187.79 Filing Parties: Allmerica Financial Corporation and Citizens Acquisition Corporation Form or Registration No.: Schedule 14D-1 Date Filed: November 2, 1998 and November 17, 1998 and Amend. No. 2 thereto
INTRODUCTION Allmerica Financial Corporation ("AFC"), Citizens Acquisition Corporation* (the "Purchaser") and Citizens Corporation ("Citizens") hereby amend and supplement their Rule 13e-3 Transaction Statement (the "Schedule 13E-3") originally filed on November 2, 1998 and as amended, 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 that AFC does not already own. Capitalized terms used herein but not defined are used as defined in the Schedule 13E-3. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. Item 10 of the Schedule 13E-3 is hereby amended and supplemented to add the following: On December 14, 1998, the Merger of the Purchaser with and into Citizens was consummated. As a result of the Merger, the purchaser ceased to exist as a separate entity, and Citizens became a wholly-owned indirect subsidiary of AFC. On December 14, 1998, AFC issued a press release regarding the consummation of the Merger, a copy of which is included as exhibit (d)(11) hereto, and the information contained therein is incorporated by reference. ITEM 16. ADDITIONAL INFORMATION. On December 15, 1998, Citizens filed a Form 15 Notice of Termination of Registration with the Securities and Exchange Commission requesting that the registration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended, be terminated. On December 14, 1998, in connection with the consummation of the Merger, a Notice of Merger was mailed, together with a related Letter of Transmittal, to holders of Shares immediately prior to the effective time of the Merger. The Notice of Merger and related Letter of Transmittal are filed as Exhibits (d)(12) and (d)(13) hereto, respectively. - ---------------- * On December 14, 1998, Citizens Acquisition Corporation merged with and into Citizens Corporation and, as a result of such merger, ceased to exist as a separate entity. -2- ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 of the Schedule 13E-3 is amended and supplemented to add the following exhibits: (d)(11) Press release dated December 14, 1998. (d)(12) Notice of Merger dated December 14, 1998. (d)(13) Letter of Transmittal dated December 14, 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: December 14, 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 CITIZENS CORPORATION By: /s/ Edward J. Parry, III ---------------------------------------------- Name: Edward J. Parry, III Title: Vice President, Treasurer and Chief Financial Officer - ---------------- * On December 14, 1998, Citizens Acquisition Corporation merged with and into Citizens Corporation and, as a result of such merger, ceased to exist as a separate entity. -4- EXHIBIT INDEX Exhibits -------- (d)(11) Press release dated December 14, 1998. (d)(12) Notice of Merger dated December 14, 1998. (d)(13) Letter of Transmittal dated December 14, 1998. EX-99.(D)(11) 2 PRESS RELEASE DATED 12/14/98 ALLMERICA FINANCIAL CORPORATION ANNOUNCES COMPLETION OF ACQUISITION OF CITIZENS CORPORATION WORCESTER, Massachusetts, December 14, 1998 -- Allmerica Financial Corporation (NYSE: AFC) today announced that it has acquired all shares of common stock of Citizens Corporation not purchased pursuant to its tender offer, through the merger of its wholly owned subsidiary, Citizens Acquisition Corp., with and into Citizens Corporation at a price of $33.25 per share. The merger became effective as of December 14, 1998. As a result of the merger, Citizens Corporation is now a wholly owned subsidiary of Allmerica. Pursuant to the terms of the merger, each issued and outstanding Citizens Corporation share held by shareholders of record immediately prior to the effective time of the merger (other than shares held by Allmerica affiliates) has been converted in the merger into the right to receive $33.25 in cash. Shares held in Citizens Corporation's treasury and shares held by Allmerica affiliates have been canceled and cease to exist as a result of the merger. Holders of Citizens Corporation shares who did not tender all their shares pursuant to the offer will receive information from Citizens Corporation setting forth the procedures to be followed in order to either receive the merger consideration of $33.25 per share or exercise appraisal rights. Allmerica Financial Corporation is the holding company for a diversified group of insurance and financial services companies, including Citizens, and is based in Worcester, Mass. EX-99.(D)(12) 3 NOTICE OF MERGER DATED 12/14/98 Exhibit (d)(12) to 13E-3 LETTER OF TRANSMITTAL TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF CITIZENS CORPORATION SURRENDERED FOR $33.25 PER SHARE CASH PAYMENT THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, SIGNED AND SUBMITTED, TOGETHER WITH YOUR CERTIFICATE(S) FORMERLY REPRESENTING SHARES OF COMMON STOCK OF CITIZENS CORPORATION TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK (THE "PAYING AGENT") DELIVERY OF THIS LETTER OF TRANSMITTAL WILL NOT CONSTITUTE A VALID DELIVERY UNLESS DELIVERED TO THE PAYING AGENT AT THE ADDRESS SPECIFIED BELOW: By Hand: By Overnight Courier: By Mail: First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company of New York of New York of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges c/o Securities Transfer and Suite 4680-CIT Suite 4660-CIT Reporting Services Inc. 14 Wall Street, 8th Floor P.O. Box 2569 100 William Street, Galleria New York, NY 10005 Jersey City, NJ 07303-2569 New York, NY 10038
The undersigned acknowledges notice of the merger of Citizens Acquisition Corporation (the "Purchaser") with and into Citizens Corporation ("Citizens"), and encloses herewith and surrenders the following described share certificate(s) (the "Share Certificates") formerly representing shares of Common Stock, par value $.01 per share, of Citizens (the "Shares"), for the purpose of exchanging each such Share for $33.25 in cash, without interest:
- -------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES SUBMITTED - -------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) TENDERED SHARE CERTIFICATE(S) AND SHARE(S) TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY) - -------------------------------------------------------------------------------------------------------- SHARE NUMBER OF SHARES CERTIFICATE REPRESENTED NUMBER(S)* BY CERTIFICATES* TOTAL SHARES: - --------------------------------------------------------------------------------------------------------
In accordance with the Offer to Purchase dated November 2, 1998 (the "Offer to Purchase") and the Supplement thereto dated November 17, 1998 (the "Supplement"), the undersigned hereby surrenders the Share Certificates described above to the Paying Agent in exchange for $33.25 per Share, net to the seller in cash, without interest, subject to applicable withholding taxes. Payment is subject to the terms and conditions set forth in the Offer to Purchase, the Supplement, and in this Letter of Transmittal. Upon surrender to the Paying Agent of a duly endorsed Share Certificate, together with this Letter of Transmittal, properly completed and duly executed, and any signature guarantees or other documents required thereby, each holder of a Share Certificate will receive, in exchange for each Share represented thereby, $33.25 in cash, without interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares described above, and that the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver any signature guarantees or additional documents deemed by the Paying Agent to be necessary or desirable to complete the transfer of the Shares tendered. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. The undersigned hereby transfers to the Purchaser all rights, title and interest in and to all the Shares that are being submitted herewith. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for $33.25 in respect of any Share Certificates submitted in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check to the undersigned to the address(es) of the registered holder(s) appearing under "Description of Shares Submitted." In the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, please issue the check in the name(s) of, and/or mail the check to, the person(s) so indicated. -2- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY You are hereby authorized and instructed to make the payment of $33.25 per Share, without interest, due pursuant to the Offer to Purchase and the Supplement thereto, the right of which is evidenced by the enclosed Share Certificate(s), by forwarding a check payable to the undersigned to the address indicated above, unless instructed in the following boxes.
- -------------------------------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, AND 6) (SEE INSTRUCTIONS 4 AND 6) - -------------------------------------------------------------------------------------------------------- To be completed ONLY if the check for the To be completed ONLY if the check for cash cash payment is to be ISSUED in the name(s) of payment is to be MAILED to someone other than someone other than the registered holder(s) the undersigned, or to the undersigned at an appearing above under "Description of Share address other than that shown under "Description Certificates Surrendered". of Share Certificates Surrendered" or, if the box immediately to the left is filled in, other than to the address appearing therein. Issue to: Mail to: ________________________________________ ________________________________________ Name(s) (Please Print) Name(s) (Please Print) ________________________________________ ________________________________________ ________________________________________ ________________________________________ Address Address ________________________________________ ________________________________________ (Include Zip Code) (Include Zip Code) ________________________________________ (Taxpayer Identification or Social Security No.) (See Substitute Form W-9) - --------------------------------------------------------------------------------------------------------
-3- STOCKHOLDERS SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9) _______________________________________________________________________________ _______________________________________________________________________________ SIGNATURE(S) OF STOCKHOLDER(S) (Must be signed by registered holder(s) as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 4.) PLEASE PRINT OR TYPE Name(s)________________________________________________________________________ _______________________________________________________________________________ (Please Print or Type) Capacity (Full Title)__________________________________________________________ Address________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number (Home)________________________________________________________ Area Code and Telephone Number (Business)____________________________________________________ Tax Identification or Social Security Number_________________________________________________________ (Complete Substitute Form W-9 Below) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 4) Authorized Signature______________________________________________________________________ Name___________________________________________________________________________ (PLEASE PRINT OR TYPE) Full Title_____________________________________________________________________ Name of Firm___________________________________________________________________ Address________________________________________________________________________ _______________________________________________________________________________ Area Code and Telephone Number_______________________________________________________________ Dated: ______________________ , 1998 -4- INSTRUCTIONS FOR SURRENDERING SHARE CERTIFICATES FORMERLY REPRESENTING SHARES OF COMMON STOCK OF CITIZENS CORPORATION FOR $33.25 IN CASH 1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a participant in the Security Transfer Agents Medallion Program or any other "eligible guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), unless this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby and such holder(s) has (have) not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on this Letter of Transmittal. See Instruction 4. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. The method of delivery of this Letter of Transmittal, Shares and all other required documents, is at the option and risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Paying Agent. If delivery is by mail, it is recommended that such certificates and documents be sent by registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to insure timely delivery. 3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of Shares tendered should be listed on a separate signed schedule and attached hereto. 4. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Share Certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal is signed by the registered holder(s) of the Shares evidenced by Share Certificates listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to a person other than the registered holder(s), in which case signatures on such certificates and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Share Certificate(s). Signatures on such Share Certificate(s) or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Share Certificates or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Paying Agent of such person's authority so to act must be submitted. 5. Stock Transfer Taxes. Except as set forth in this Instruction 5, the Purchaser will pay or cause to be paid any stock transfer taxes with respect to the surrender of any Shares to it. If, however, the payment is to be made to any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the submission of Share Certificates to the Paying Agent, the amount of any stock transfer taxes (whether imposed on -5- the registered holder(s) or such other person) payable on account of the transfer to such person will be deducted from the $33.25 unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER OF TRANSMITTAL. 6. Special Payment and Delivery Instructions. If a check issued for payment for Shares tendered hereby is to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if such check is to be sent to someone other than the signer above, or to the signer above but at an address other than that shown in the box entitled "Description of Shares Tendered" on the first page hereof, the appropriate boxes on this Letter of Transmittal should be completed. 7. Request for Assistance or Additional Copies. Requests for assistance may be directed to, or additional copies of this Letter of Transmittal may be obtained from, the Paying Agent at the telephone number set forth below. 8. Substitute Form W-9. The tendering stockholder is required to provide the Paying Agent with a correct Taxpayer Identification Number ("TIN"), generally the stockholder's Social Security Number or Employer Identification Number, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, whether he or she is subject to backup withholding of federal income tax. If a tendering stockholder is subject to backup withholding, he or she must cross out item (2) of the Certification Box on Substitute Form W-9. Failure to provide the information on Substitute Form W-9 may subject the tendering stockholder to 31% federal income tax withholding on the payment of the purchase price. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should write "Applied For" in the space provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I and the Paying Agent is not provided with a TIN within 60 days, the Paying Agent will withhold 31% of payments for surrendered Shares thereafter until a TIN is provided to the Paying Agent. 9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a Share Certificate whose certificate(s) has been mutilated, lost, stolen or destroyed should call the Paying Agent at 1-800-317-4454. -6- IMPORTANT TAX INFORMATION Under federal tax law, a stockholder whose Shares are surrendered for payment is required to provide the Paying Agent (as payor) with such stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is an individual, the TIN is such stockholder's Social Security Number. If the Paying Agent is not provided with the correct TIN or an adequate basis for exemption, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares may be subject to backup withholding. Certain stockholders (including, among others, certain corporations and foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Paying Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Paying Agent is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a stockholder with respect to any Share Certificates, the stockholder is required to notify the Paying Agent of his or her correct TIN by completing the Substitute Form W-9 contained herein, certifying that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and that (1) the stockholder is exempt from backup withholding, (2) the stockholder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report all interest or dividends, or (3) the Internal Revenue Service has notified the stockholder that he or she is no longer subject to backup withholding. WHAT NUMBER TO GIVE THE PAYING AGENT The stockholder is required to give the Paying Agent the Social Security Number or Employer Identification Number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should write "Applied For" in the space provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I and the Paying Agent is not provided with a TIN within 60 days, the Paying Agent will withhold 31% of all payments of the purchase price until a TIN is provided to the Paying Agent. -7-
- ------------------------------------------------------------------------------------------------------------------------- PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS PAYING AGENT - ------------------------------------------------------------------------------------------------------------------------- Social Security or Employee SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE Identification Number BOX AT RIGHT AND CERTIFY BY SIGNING AND FORM W-9 DATING BELOW. DEPARTMENT OF ___________________________ THE TREASURY __________________________________ INTERNAL REVENUE NAME (PLEASE PRINT) (If awaiting TIN SERVICE write "applied for") __________________________________ ADDRESS __________________________________ CITY STATE ZIP CODE PART II -- For Payees NOT subject to backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein. CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: 1. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because either (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) - ------------------------------------------------------------------------------------------------------------------------- Signature: _________________________________________________________________ Dated: _________________, 1998 - ------------------------------------------------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.
-8- - ------------------------------------------------------------------------- PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS PAYING AGENT - ------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. Signatures:_______________________________ Dated:_________________ -9- EX-99.(D)(13) 4 LETTER OF TRANSMITTAL DATED 12/14/98 Exhibit (d)(13) to 13E-3 NOTICE OF MERGER OF CITIZENS ACQUISITION CORPORATION A WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION INTO CITIZENS CORPORATION To Holders of Shares of Common Stock of Citizens Corporation: MERGER NOTIFICATION Pursuant to Sections 253 and 262 of the Delaware General Corporation Law, notice is hereby given that the merger (the "Merger") of Citizens Acquisition Corporation, a Delaware corporation ("Purchaser"), into Citizens Corporation, a Delaware corporation ("Citizens"), became effective on December 14, 1998. The Purchaser was the owner of more than 90% of the common stock of Citizens outstanding immediately prior to the Merger and, accordingly, under applicable Delaware law, no further action was required by stockholders of Citizens for the Merger to become effective. The Purchaser is an indirect wholly owned subsidiary of Allmerica Financial Corporation. Under the terms and conditions of the Offer to Purchase dated November 2, 1998 and the Supplement thereto dated November 17, 1998 (which, together with the related Letter of Transmittal and Revised Letter of Transmittal, constituted the "Offer") and the Certificate of Ownership and Merger dated December 14, 1998 pursuant to which the Merger was accomplished, each share of Common Stock, $.01 par value per share (collectively, the "Shares"), of Citizens (other than Shares held by the Purchaser or by persons who properly exercise appraisal rights, as described below) were converted into the right to receive, and each holder of Shares on the effective date of the Merger is entitled to receive as a result of the Merger, $33.25 net to such holder in cash, without interest, for each Share owned by such holder, payable upon the surrender of such holder's certificate(s) representing his or her Shares. The Purchaser paid this same amount per Share to holders who tendered Shares pursuant to its recently concluded cash tender offer for all outstanding Shares. All of the outstanding Shares have been automatically canceled as a result and by virtue of the Merger, and holders of Shares no longer have any rights with respect to such Shares other than (i) a right as former stockholders of Citizens to receive $33.25 for each Share, or (ii) a right to dissent from the Merger and obtain an appraisal of such Shares under applicable Delaware law (see below). Citizens stock transfer books were closed effective on December 14, 1998 at the time of the Merger. Accordingly, certificates representing Shares should not be sent to First Chicago Trust Company of New York as Citizens transfer agent for registration of transfer, but should be sent to First Chicago Trust Company of New York, as Paying Agent (the "Paying Agent"), as described below. IMPORTANT: HOLDERS OF SHARES WILL NOT RECEIVE ANY PAYMENT FOR THEIR SHARES UNLESS AND UNTIL THEY DELIVER A LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TO THE PAYING AGENT, TOGETHER WITH THE CERTIFICATES REPRESENTING THEIR SHARES AND ANY OTHER REQUIRED DOCUMENTS AS DESCRIBED BELOW. NO INTEREST WILL BE PAID ON AMOUNTS DUE FOR SHARES. PAYMENT PROCEDURE In order to obtain payment of $33.25 in cash for each Share held by you, you must deliver or mail your certificate(s) representing such Shares, together with the enclosed Letter of Transmittal, duly and properly completed and signed, and any other documents required by such Letter of Transmittal, to the Paying Agent at one of the following addresses:
By Mail: By Overnight Mail: By Hand: - ---------------------------- ------------------------- ---------------------------- First Chicago Trust First Chicago Trust First Chicago Trust Company of New York Company of New York Company of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4660-CIT Suite 4680-CIT c/o Securities Transfer and P.O. Box 2569 14 Wall Street, 8th Floor Reporting Services Inc. Jersey City, NJ 07303-2569 New York, NY 10005 100 William Street, Galleria New York, NY 10038
Please read and follow carefully the instructions contained in the Letter of Transmittal. A Letter of Transmittal addressed to the Paying Agent is enclosed for your convenience. THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE PAYING AGENT IS AT THE ELECTION AND RISK OF THE TRANSMITTING STOCKHOLDER. NEVERTHELESS, IN ORDER TO PROTECT AGAINST LOSS, IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. You should note that no payment will be made to you until you surrender the certificate or certificates representing your Shares to the Paying Agent. In the event that you have lost such certificate or certificates, you should contact the Paying Agent regarding the procedures you must follow to obtain the $33.25 per Share payment. If you have any questions concerning the instructions for surrendering Shares, please call the Paying Agent at (800) 317-4454. 2 APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS Holders of record of Shares who comply with statutory requirments and have not voted in favor of or consented to the Merger are entitled under the provisions of Section 262 of the Delaware General Corporation Law, as an alternative to receiving the $33.25 cash payment described above, to seek an appraisal by a Delaware state court of the fair value of their Shares and to receive a payment equal to such appraised value, which pursuant to Section 262 will be the "fair value exclusive of any element of value arising from the accomplishment or expectation of the merger." Such appraised value may be greater than, the same as, or less than, the $33.25 per Share which holders are entitled to receive pursuant to the Merger. To exercise his or her appraisal rights, a stockholder must strictly comply with the procedures set forth in Section 262 of the Delaware General Corporation Law and is urged to consult his or her legal advisor before electing or attempting to exercise such appraisal rights. The full text of Section 262 is set forth in Exhibit A to this Notice of Merger. Among other things, should record holders of Shares decide to perfect their rights of appraisal in respect of such Shares, such holders must mail or deliver to Citizens Corporation, 440 Lincoln Street, Worcester, MA 01653, Attention: Charles F. Cronin, a written demand for appraisal WHICH MUST BE RECEIVED BY THE COMPANY WITHIN 20 DAYS AFTER DECEMBER 14, 1998, THE DATE OF MAILING OF THIS NOTICE. From and after the effectiveness of the Merger, Citizens' stockholders will not be entitled to vote their Citizens Common Stock for any purpose and will not be entitled to receive payment of dividends or other distributions in respect of such Citizens Common Stock payable to stockholders of record thereafter. Citizens Corporation December 14, 1998 3 EXHIBIT A SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW APPRAISAL RIGHTS (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to the provisions of subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with the provisions of subsection (d) of this Section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to Section 228 of this Chapter shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this Section. As used in this Section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a non-stock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a non-stock corporation; and the words "depository receipt" mean a receipt of other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to Sections 251 (other than a corporation which has in its certificate of incorporation the provision required by subsection (g)(7)(i) of Section 251 of this title), 252, 254, 257, 258, 263 or 264 of this Chapter. (1) Provided, however, that no appraisal rights under this Section shall be available for the shares of any class or series of stock which stock, or depositary receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsections (f) or (g) of Section 251 of this Chapter. (2) Notwithstanding the provisions of subsection (b)(1) of this Section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to Sections 251, 252, 254, 257, 258, 263 and 264 of this Chapter to accept for such stock anything except: (i) shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; (ii) shares of stock of any other corporation, or depository receipts in respect thereof, which at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 stockholders; (iii) cash in lieu of fractional shares or fractional depository receipts described in the foregoing clauses (i) and (ii); or (iv) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares, or fractional depository receipts described in the foregoing clauses (i), (ii) and (iii) of this subsection. A-1 (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under Section 253 of this Chapter is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this Section, including those set forth in subsections (d) and (e), shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this Section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsections (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this Section. Each stockholder electing to demand the appraisal of his shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with the provisions of this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to (S)228 or (S)253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within twenty days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holders' shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need A-2 only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw his demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after his written request for such a statement is received by the surviving or resulting corporation or, within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addressed therein stated. Such notice shall also be given by one or more publications at least one week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with the provisions of this Section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and A-3 may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this Section and who has submitted his certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that he is not entitled to appraisal rights under this Section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and in the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any other state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all of the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this Section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of his demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this Section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. A-4 -----END PRIVACY-ENHANCED MESSAGE-----