-----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, R3ohrHris6H5ELDQp595mJaqWWmEuj94/ddGpbuqiohl3eL0872TJru5KWs5e5F2 wzxqQWw8exaB7psRhHNIlw== 0000927016-98-003709.txt : 19981028 0000927016-98-003709.hdr.sgml : 19981028 ACCESSION NUMBER: 0000927016-98-003709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981027 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13754 FILM NUMBER: 98731540 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 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): October 27, 1998 ---------------- __________ ALLMERICA FINANCIAL CORPORATION ----------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-13754 04-3263626 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) I.D. 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 6 pages Exhibit Index on page 5 - -------------------------------------------------------------------------------- Item 5. Other Events Allmerica Financial Corporation announced on October 27, 1998 that it, or a subsidiary, will shortly commence a cash tender offer to acquire all of the outstanding shares of Citizens Corporation common stock that it does not already own at a price of $29.00 per share. If Allmerica Financial acquires at least 90 percent of the ownership interest in Citizens Corporation, it intends to initiate a merger of Citizens Corporation with one of its subsidiaries through which any remaining shares of Citizens Corporation not then owned by Allmerica Financial or its subsidiaries will be converted into cash at the tender offer price. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial dated October 27, 1998 announcing the tender offer. -3- SIGNATURES 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. ALLMERICA FINANCIAL CORPORATION By: /s/ Edward J. Parry, III --------------------------------------- Title: Vice President and Chief Financial Officer Date: October 27, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial dated October 27, 1998 6 announcing the tender offer EX-99 2 PRESS RELEASE Exhibit 99 ---------- ALLMERICA FINANCIAL TO ACQUIRE CITIZENS CORPORATION; BOARD AUTHORIZES REPURCHASE OF ALLMERICA STOCK WORCESTER, Mass., October 27, 1998 - Allmerica Financial corporation (NYSE: AFC) today announced that it, or one of its wholly-owned subsidiaries, shortly will commence a cash tender offer to acquire all of the outstanding shares of Citizens Corporation (NYSE: CZC) common stock that it does not already own at a price of $29.00 per share. If Allmerica Financial acquires at least 90 percent of the ownership interest in Citizens Corporation as a result of the tender offer, it intends to initiate a merger of Citizens Corporation with one of its subsidiaries through which any remaining shares of Citizens Corporation not then owned by Allmerica Financial or its subsidiaries will be converted into cash at the tender offer price. Based on the number of shares of Citizens Corporation common stock held by unaffiliated stockholders, the transaction is valued at approximately $171 million. Allmerica Financial also announced that its board of directors has authorized the expenditure of up to $200 million to repurchase outstanding shares of its own common stock. Purchases will be made in the open market or through negotiated transactions, according to the company. "Both the tender offer and the stock repurchase program represent an effective use of the company's capital and underscore our confidence in the company's operating strategies," said Edward J. Parry, III, vice president and chief financial officer at Allmerica Financial. This news release does not constitute an offer to purchase any securities, or authorization for or with respect to a meeting of the shareholders of Allmerica Financial or Citizens Corporation or any action in lieu of a meeting. Any offers will be made only pursuant to separate materials in compliance with the requirements of applicable federal and state securities laws. Allmerica Financial Corporation is the holding company for a diversified group of insurance and financial services companies based in Worcester, Mass. CONTACT: Investors Media --------- ----- Jean Peters Michael F. Buckley (508) 855-3599 (508) 855-3099 AF-35 10/98 -----END PRIVACY-ENHANCED MESSAGE-----