-----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, BqIaqYo/uWtMavaKW3cSA3BnT7Sj4EDB/VS0+SJwlmpAhzTzCtCA2aylDYjeBOD1 wl8oSUKJLfagXQQbJQ3tsw== 0000927016-98-004277.txt : 19981216 0000927016-98-004277.hdr.sgml : 19981216 ACCESSION NUMBER: 0000927016-98-004277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981215 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: 98770182 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): December 14, 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 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 14, 1998, Allmerica Financial Corporation issued a press release, a copy of which is attached as an exhibit hereto, relating to the consummation of the merger of Citizens Acquisition Corporation with and into Citizens Corporation. As a result of such merger, Citizens Corporation became a wholly-owned subsidiary of Allmerica Financial. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial dated December 14, 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 14, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial dated December 14, 1998 6 -5- EX-99 2 PRESS RELEASE OF ALLMERICA DATED 12/14/1998 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. -----END PRIVACY-ENHANCED MESSAGE-----