-----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, LAjMrI3M9/KFO4SAfRi3oqCldFS6yLr7TpqH4XftoTxHTsZSLmDOTTZRD6fy65Nn /4ZJ9Wls3l6wWbQ2LgeZog== 0000927016-98-004168.txt : 19981207 0000927016-98-004168.hdr.sgml : 19981207 ACCESSION NUMBER: 0000927016-98-004168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981204 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: 98763801 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 8K ================================================================================ 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): December 3, 1998 ---------------- __________ ALLMERICA CORPORATION ----------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-11714 04-3263626 -------- ------- ---------- (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 On December 3, 1998, Allmerica Financial Corporation issued a press release, a copy of which is attached as an exhibit hereto, relating to its acceptance for payment of the shares of Citizens Corporation tendered in response to the offer by Allmerica Financial to purchase all of the shares of common stock of Citizens that it did not already own. The tender offer expired at midnight, New York city time, on December 2, 1998. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial dated December 3, 1998 -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, Treasurer and Chief Financial Officer Date: December 3, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial dated December 3, 1998 6 -5- EX-99 2 PRESS RELEASE OF ALLMERICA DATED 12/03/1998 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-----