UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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by Rule 14a-6(e)(2)
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
CITIZENS, INC.
(Name of Registrant as Specified In
Its Charter)
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[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF CITIZENS, INC.
A COLORADO CORPORATION
Executive Office: 400 East Anderson Lane, Austin, Texas 78752
To the Stockholders of Citizens, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of
Citizens, Inc. will be held Tuesday, June 4, 1996, at 10:00 a.m.,
local time, at the Executive Office of the Company, 400 East
Anderson Lane, Austin, Texas, for the following purposes:
(1)To elect the members of the Board of Directors of the
Company; and
(2)To transact such other business as may properly come before
the Meeting or any adjournment thereof.
It is important, regardless of the number of shares you hold, that
your stock be represented at the Meeting by a signed proxy card or
personal attendance.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND MAIL
IT PROMPTLY TO THE TRANSFER AGENT. NO POSTAGE IS REQUIRED. IF
YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON.
By Order of the Board of Directors
April 29, 1996 Mark A. Oliver, Secretary
CITIZENS, INC.
400 East Anderson Lane
Austin, Texas 78752
April 29, 1996
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 4, 1996
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors
of Citizens, Inc., for use at the Annual Meeting of Stockholders
to be held Tuesday, June 4, 1996, at 10:00 a.m., local time, (the
"Meeting") at the Executive Office of the Company, 400 East
Anderson Lane, Austin, Texas. This statement was sent to the
stockholders of the Company on or about April 29, 1996.
You are requested to complete the enclosed proxy card, sign where
indicated, and return it to the Transfer Agent in the envelope
provided, which requires no postage if mailed in the United
States. Solicitation of proxies will be primarily through the
mail. Proxies may also be solicited by personal interview,
telephone or telegram, by directors, officers and employees of the
Company and its wholly-owned subsidiaries at no additional cost to
the Company. The Company may also request banking institutions,
brokerage firms, custodians, trustees, nominees and fiduciaries to
forward soliciting material to the beneficial owners of the
Company's common stock held of record by such persons, firms, or
institutions, and the Company will reimburse the forwarding
expense. The cost of this solicitation will be borne by the
Company.
PROXIES
The matters to be brought before the Meeting are: (i) the election
of directors; and (ii) such other matters as may properly be
brought before the Meeting. Shares represented by properly
executed proxies received by the Company prior to the Meeting will
be voted as specified thereon. If a proxy fails to specify how it
is to be voted on any proposal it will be voted FOR such proposal.
A person giving a proxy shall have the power to revoke it at any
time before it is voted by notifying the Secretary of the Company
in writing or by personally withdrawing such proxy at the Meeting.
With regard to election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely
from the vote and will have no effect. Under American Stock
Exchange rules, brokers who have not received instructions from
their customers may vote in the election of directors shares held
in street name.
RECORD DATE
Only stockholders of record at the close of business on April 17,
1996 are entitled to vote at the Meeting. As of the record date,
the Company had outstanding and entitled to vote 19,510,164 Class A
shares of common stock and 621,049 Class B shares of common stock.
QUORUM
The presence, in person or by proxy, of the holders of a majority
of the outstanding shares of common stock of the Company entitled
to vote at the Meeting is necessary to constitute a quorum at the
Meeting. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for
the transaction of business. If a quorum is not present or
represented at the Meeting, the stockholders entitled to vote
thereat, present in person or represented by proxy, have the power
to adjourn or recess the Meeting from time to time for up to
thirty (30) days without notice, other than announcement at the
Meeting, until a quorum is present or represented. At such
reconvened Meeting at which a quorum is present or represented,
any business may be transacted which might have been transacted at
the Meeting as originally noticed.
Management knows of no matters to be submitted at the Meeting with
respect to which the stockholders are entitled to vote, other than
the proposals listed below. In the event other matters properly
come before the Meeting, the persons named in the proxy will vote
according to their best judgment.
STOCK AND PRINCIPAL STOCKHOLDERS
Both classes of common stock are equal in all respects, except
that (i) Class B common stock elects a simple majority of the
Board of Directors of the Company and Class A common stock elects
the remaining directors; and (ii) Class A Stockholders receive, on
a per-share basis, twice the cash dividends paid on a per-share
basis to Class B Stockholders. Each outstanding share of common
stock has one vote in all matters to be considered at the Meeting.
The following table shows the persons known to the Company to be
the beneficial owners
of more than five percent of the Company's Class A and Class B
common stock at
April 15, 1996.
Shares Owned and Percent
Name and Address Nature of Ownership of
Class
Harold E. Riley 5,536,086Class A direct and
Post Office Box indirect*
149151 621,049Class B indirect* 28.4%
Austin, Texas 100.0%
Marjorie D. 1,120,000Class A direct**
Riley 5.7%
3410 Tripp
Amarillo, Texas
_____________
* See footnote (1) in the table immediately below.
** In record name.
The following table shows, as of April 15, 1996, certain
information with regard to the beneficial ownership of the
Company's Common Stock by each director, the named executive
officers and by the executive officers and directors as a group.
Shares Owned and Percent
Name Nature of Ownership of
Class
Harold E. Riley 5,536,086Class A direct
and 28.4%
indirect 100.0%
(1)
621,049Class B indirect
(1)
James I. Dunham 621,018 Class A direct 3.2%
Rick D. Riley 338,321Class A direct
and 1.7%
indirect
(2)
Randall H. Riley 111,311Class A direct
and (3)
indirect
(4)
Timothy T. 47,237 Class A direct (3)
Timmerman
Charles E. 37,041 Class A direct (3)
Broussard
Flay F. Baugh 34,459Class A direct (3)
and
indirect
(5)
Joe R. Reneau, M.D. 32,652 Class A direct (3)
T. Roby Dollar 30,612Class A direct
and (3)
indirect
(6)
Ralph M. Smith, 15,389Class A direct
Th.D. and (3)
indirect
(7)
Steven F. Shelton 1,886 Class A direct (3)
Clayton D. Dunham -0- (3)
All executive 6,814,258Class A direct
officers and 34.9%
and directors as indirect 100.0%
a group (fifteen) 621,049Class B indirect
____________
(1)Owns 5,280,599 Class A shares directly and spouse owns
255,487 Class A shares. The Harold E. Riley Trust, of which
Mr. Riley is the controlling Trustee, owns all of the 621,049
issued and outstanding shares of Class B common stock.
(2)Son of Harold E. Riley. Owns 260,093 Class A shares
directly, 11,700 Class A shares as joint tenant with spouse,
and 66,528 Class A shares indirectly as trustee for minor
children.
(3)Less than one percent (1%).
(4)Son of Harold E. Riley. Owns 102,032 Class A shares
directly, 2,000 Class A shares as joint tenant with spouse,
and 5,958 Class A shares indirectly as trustee for minor
children; spouse owns 1,321 Class A shares.
(5)Owns 8,873 Class A shares directly and 25,586 Class A shares
as joint tenant with spouse.
(6)Owns 15,612 Class A shares directly and spouse owns 15,000
Class A shares.
(7)Owns 9,285 Class A shares directly and spouse owns 6,104
Class A shares.
The Company is not aware of any arrangement, including any pledge
by any person of securities of the Company, the operation of which
may at a subsequent date result in a change in control of the
Company.
CONTROL OF THE COMPANY
Harold E. Riley is deemed to be the "controlling stockholder" of
the Company. Mr. Riley owns, directly and indirectly, 5,536,086
shares (28.4%) of the outstanding Class A common stock and 621,049
shares (100%) of the Class B common stock, which stock elects a
majority of the Company's Board of Directors.
ELECTION OF DIRECTORS
Harold E. Riley has advised the Company that he intends to vote
all of his Class A shares in favor of the Class A nominees and all
of the Class B shares owned by the Harold E. Riley Trust in favor
of the Class B nominees. The Class A nominees will be elected
directors if the votes cast by the Class A Stockholders for their
election exceed the votes cast against their election and a quorum
of Class A Stockholders exists at the Meeting. Cumulative voting
is not permitted. The Class B nominees will be elected directors
upon affirmative vote of the Class B shares by Mr. Harold E. Riley
as controlling trustee of the Harold E. Riley Trust.
If for any reason any nominee herein named is not a candidate when
the election takes place (which is not expected), the proxy will
be voted for the election of a substitute nominee at the
discretion of the persons named in the proxy.
Listed below are the persons who have been nominated for election
as directors of the Company to serve for one year until the next
Annual Meeting of Stockholders proposed to be held the first
Tuesday of June 1996, or until their respective successors are
duly elected and qualified. Class A Stockholders will vote on the
nominees indicated below for election by Class A Stockholders, and
Class B Stockholders will vote on the Class B nominees.
Nominees For Election By Class A Stockholders
Common
Principal Directo Stock
Name Age Occupation r Beneficiall
Since y
Owned
4/15/96
Flay F. Baugh 82 Investments 1989 34,459
Temple, Texas Class A
Charles E. 70 Rancher and - 37,041
Broussard Farmer Class A
Kaplan, Louisiana
James I. Dunham 54 President - 621,018
of the Company Class A
Austin, Texas
Steven F. Shelton 40 Farmer/Rancher 1993 1,886
Lamar, Colorado Class A
Timothy T. 35 President 1989 47,237
Timmerman Texas Cable Class A
Systems, Inc.
TCSI-Huntsville
and Timmerman
Investments,
Inc., Round Rock,
Texas
Nominees For Election By Class B Stockholders
Common
Principal Director Stock
Name Age Occupation Since Beneficially
Owned
4/15/96
T. Roby Dollar 58 Vice Chairman, Chief 1993 30,612
Actuary of the Company Class A
Austin, Texas
Joe R. Reneau, 64 Physician, Medical 1989 32,652 Class A
M.D. Consultant
Austin, Texas
Harold E. 67 Chairman of the Board 1987 5,536,086 Class A
Riley of the Company 621,049 Class B
Austin, Texas
Randall H. 41 Vice Chairman, Chief 1993 111,311
Riley * Executive Officer of Class A
the Company
Austin, Texas
Rick D. Riley 42 Executive Vice 1989 338,321 Class A
* President
and Chief Operating
Officer
of the Company
Austin, Texas
Ralph M. 65 Pastor Emeritus 1993 15,389
Smith, Hyde Park Baptist Class A
Th.D. Church
Austin, Texas
_________________
* Son of Harold E. Riley. There are no other family
relationships between or among the nominees to the Board
and the Executive Officers of the Company.
Information concerning the nominees is set forth below:
Flay F. Baugh, Investments; President, Baugh's Inc., Temple,
Texas, from 1954 to present; Director of Citizens Insurance
Company of America (Texas), former parent of the Company, from
1978 to 1988. Director of the Company, from 1989 to present.
Charles E. Broussard, Rancher and Farmer; Director of American
Liberty Financial Corporation and American Liberty Life Insurance
Company from 1977 and 1978, respectively, to present; Director of
Universal Fabricators, Inc. from 1980 to present; President of
Inexpo, LA Livestock Sanitary Board Commission from 1988 to
present; Director for Acadian District Livestock Show from 1992 to
present; Member of the Wetlands Task Force from 1992 to present;
and Vice President of the Midwinter Fair Association from 1993 to
present.
T. Roby Dollar, Vice Chairman, Chief Actuary of the Company and its
affiliates from 1994 to present; President of the Company and its
affiliates from 1992 to 1994; Executive Vice President and Chief
Actuary of the Company and its affiliates from 1987-1992.
James I. Dunham, President of the Company and its affiliated
subsidiaries from September 1995 to present; President and
Chairman of the Board of Directors of American Liberty Financial
Corporation and American Liberty Life Insurance Company from 1977
and 1978, respectively, until their acquisition by the Company in
September 1995.
Joe R. Reneau, M.D., Physician - Medical Consultant, Abbott
Laboratories, Austin, Texas, from 1987 to present and IBM, Austin,
Texas, from 1992 to present; Medical Director of Company and its
affiliates, from 1987 to present.
Harold E. Riley, controlling stockholder; Chairman of the Board of
the Company and its affiliates from 1994 to present; Chairman of
the Board and Chief Executive Officer of the Company and its
affiliates from 1992 to present; Chairman of the Board, Chief
Executive Officer and President of the Company and its affiliates,
from 1987 to 1992; Chairman of the Board, President and Chief
Executive Officer, Continental Investors Life Insurance Company,
from 1989 to 1992.
Randall H. Riley, Vice Chairman and CEO of the Company and its
affiliates from 1994 to present; Vice Chairman and Marketing
Director of the Company, from 1993 to present. General Manager,
Negocios Savoy, S.A. from 1989 to 1993. Director, from 1993 to
present.
Rick D. Riley, Executive Vice President and COO of the Company
from September 1995 to present; Chief Administrative Officer of
the Company and its affiliates, from 1994 to June 1995, and
President thereafter until September 1995; Executive Vice
President and Chief Operating Officer of the Company and its
affiliates, from 1990 to 1991 and 1992 to 1994; President,
Computing Technology, Inc. from 1991 to 1992; Executive Vice
President, Data Processing, the Company and its affiliates, from
1987 to 1991; Executive Vice President, Continental Investors Life
Insurance Company from 1989 to 1992.
Steven F. Shelton, Rancher/Farmer from 1974 to present; Director,
First Centennial Corporation, from January to October 1989 and
August 1990 to 1992. Director of the Company from 1993 to
present.
Ralph M. Smith, Th.D., Pastor Emeritus, Hyde Park Baptist Church,
Austin, Texas, from 1960 to March 1996. Director of the Company
from 1989 to 1990 and 1993 to present; Advisory Director of the
Company from 1991 to 1993.
Timothy T. Timmerman, President, Texas Cable Systems, Inc.;
President, TCSI-Huntsville; President, Northeast Cablevision,
Inc.; President, Timmerman Investments Inc., Round Rock, Texas,
from 1984 to present. Director of the Company from 1989 to
present.
No director of the Company is a director of any other company with
a class of securities registered under the Securities Exchange Act
of 1934 or any investment company registered under the Investment
Company Act of 1940.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business affairs of the Company are conducted under the
direction of its Board of Directors. The Board of Directors held
three meetings during 1995, of which all directors attended at
least 75% except for Ralph M. Smith, who was unable to attend two
meetings due to illness, Flay F. Baugh, who was unable to attend
one meeting due to illness of his spouse, and Rick D. Riley, who
was unable to attend one meeting due to out-of-state Company
business. During 1995, the Board of Directors had three
committees - the Executive Committee, the Compensation Committee
and the Audit Committee. The Executive Committee, composed of
Messrs. Harold E. Riley, Joe R. Reneau, M.D. and Timothy
Timmerman, met 15 times during 1995 and has exercised and may
exercise all of the authority of the Board of Directors in the
management of the business affairs of the Company, except where
action of a majority of all members of the Board of Directors is
required by statute or by the Articles of Incorporation or by the
Bylaws of the Company.
The Audit Committee, composed of Messrs. Joe R. Reneau, Ralph M.
Smith and Timothy T. Timmerman, met once during 1995. The
functions of the Audit Committee include recommending to the Board
each year the firm of independent auditors to be engaged by the
Company, reviewing the annual financial statements issued by the
Company to its security holders, reviewing and approving in
advance the plan and scope of the audit of the Company to be
performed for the following year by the independent auditors,
reviewing with the principal independent auditors upon completion
of their audit, their findings and recommendations, and
periodically reviewing with them the principal accounting policies
of the Company and other pertinent matters.
The Compensation Committee, composed of Messrs. Joe R. Reneau,
M.D., Timothy T. Timmerman and Ralph M. Smith, met once during
1995. The functions of the Compensation Committee include
establishing compensation policies applicable to the Company's
executive officers and making recommendations concerning executive
compensation to the Board of Directors.
Based solely upon a review of Forms 3, 4 and 5 and amendments
thereto furnished to the Company during the year ended December
31, 1995, the Company believes that its executive officers and
directors complied with the applicable filing requirements of
Section 16 of the Securities Exchange Act of 1934.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
executive officers of the Company who are elected annually by the
Board of Directors at the first meeting of the Board following the
Annual Meeting of Stockholders of the Company:
Company Positions &
Name Ag Principal Occupation
e
Harold E. Riley 67 Chairman of the Board
(1)
Randall H. 41 Vice Chairman and
Riley (2) Chief Executive
Officer
T. Roby Dollar 57 Vice Chairman, Chief
(1) Actuary
and Assistant
Treasurer
James I. Dunham 54 President
(3)
Rick D. Riley 42 Executive Vice
(4) President and
Chief Operating
Officer
Mark A. Oliver 37 Executive Vice
(1) President,
Chief Financial
Officer
and
Secretary/Treasurer
Clayton D. 52 Senior Vice President
Dunham (5) and
Director of Marketing
James C. Mott 67 Senior Vice President
(6) and
Executive Assistant
to the
Chairman
John K. 41 Vice President and
Drisdale, Chief Counsel
Jr.(7)
___________
(1)H. Riley, Dollar, and Oliver have served since 1987.
They hold similar positions in affiliated subsidiaries.
(2)Randall H. Riley has served since September 1993 and
holds similar positions in affiliated subsidiaries. Prior
to 1993, he served as General Manager for Negocios Savoy,
S.A., a Panamanian marketing company.
(3)James I. Dunham served as President and Chairman of the
Board of Directors of American Liberty Financial Corporation
from 1977 until its acquisition by the Company in September
1995. He also was President and Chairman of the Board of
Directors of American Liberty Life Insurance Company from
1978 and its subsidiaries since their respective inception
until September 1995. Mr. Dunham was President and Chairman
of the Board of First American Investment Corporation until
September 1995. Following the acquisition of American
Liberty Financial Corp. in September 1995, Mr. Dunham was
named President of the Company and its affiliated
subsidiaries.
(4)Rick D. Riley has served from 1987 to 1991 and 1992 to
present and holds similar positions in affiliated
subsidiaries. Additionally, he is Chairman of the Board and
CEO of Computing Technology, Inc., a subsidiary of the
Company. From 1991 to 1992, he was President of Computing
Technology, Inc.
(5)Clayton D. Dunham was named Senior Vice President and
Director of Marketing of the Company and its affiliates in
November 1994. From 1990 to 1994, he served as President of
DIA International. From 1987 through 1990, he was General Manager
of Negocios Savoy, S.A.
(6)James C. Mott has served as Senior Vice President and
Executive Assistant to the Chairman since January 1996.
During 1991, he served as Coordinator in the Marketing
Department of Citizens Insurance Company of America, a
subsidiary. From 1992 through 1994, Mr. Mott supervised the
Customer Service Department of Citizens Insurance Company of
America. He took partial retirement in 1995 until activated
to his current position.
(7)John K. Drisdale, Jr. joined the Company in December 1995
as Vice President and Chief Counsel. From 1987 to 1992, he
was Vice President and General Counsel of Exeter Holdings
Corp., an acquisition and investments company. In 1992, Mr.
Drisdale entered private law practice as a partner in
Forman, Perry, Watkins & Krutz. In 1993, he started the law
firm of Drisdale & Lindstrom PLLC from which he joined
Citizens.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
The following table presents the aggregate compensation which was
earned by the Chairman and the Chief Executive Officer for each
of the past three years, and for such other officers whose
aggregate compensation exceeded $100,000 in 1995. No other
employee of the Company earned total annual salary and bonus in
excess of $100,000 prior to 1994. There has been no compensation
awarded to, earned by or paid to any employee required to be
reported in any table or column in any fiscal year, other than
what is set forth in the table below.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restr. All
Name and Compen- stock Options LTIP Other
princ. pos. Yr Salary Bonus sation awards Payout Compens.
Harold E. 1995 $312,700 N/A N/A N/A N/A N/A $3,761**
Riley,
Chairman 1994 $260,616 N/A N/A N/A N/A N/A $6,691**
1993 $250,200 N/A N/A N/A N/A N/A N/A
Randall 1995 $161,431 N/A N/A N/A N/A N/A $4,415**
H. Riley 1994 $150,200 N/A N/A N/A N/A N/A N/A
C.E.O.
Clayton 1995 $120,200 N/A N/A N/A N/A N/A N/A
Sr. VP &
Dir of Mktg
Steve 1995 $120,200 N/A N/A N/A N/A N/A N/A
Rekedal*
* Mr. Rekedal, formerly Executive Vice President, resigned
December 31, 1995.
** Profit-sharing plan allocation made in year indicated
for the preceding year.
Messrs. R.H. Riley and Dunham have employment contracts with the
Company terminable by either party on 30 days or less notice
without severance pay or similar benefits. Harold Riley does not
have an employment contract with the Company.
All employees of the Company are covered under a non-contributory
profit-sharing plan. Under the terms of the Plan, all employees
who have completed one year of service are eligible to
participate. Vesting begins following completion of two years'
service and employees become fully vested after seven years'
service. During 1993, no contributions to the Plan were made. The
Company made $50,000 annual contributions to the Plan in 1994 and
1995. Messrs. H.E. Riley, R.H. Riley, Dunham and Rekedal had
$55,831, $4,415, $0 and $0, respectively, vested under the Plan as
of December 31, 1994, the last allocation date.
The members of Board of Directors who are not officers of the
Company are paid $300 per meeting, while Committee members who are
not officers are paid $150. Total directors' fees paid during
1995 were $4,500. Messrs. Reneau and Smith were paid $15,000 and
$1,800, respectively in 1995 for services performed as consultants
to the Company.
OTHER BUSINESS
Should any other business come before the Meeting, and management
is not aware of any at this time and does not expect any, the
persons named in the proxy will vote on such business as their
best judgment and discretion indicates.
PUBLIC ACCOUNTANTS
KPMG Peat Marwick, 200 Crescent Court, Suite 300, Dallas, Texas
75201, is the Company's principal independent auditor. A
representative of KPMG Peat Marwick will be present at the Annual
Meeting of Stockholders to answer questions and make any desired
statement.
ANNUAL REPORT AND OTHER MATERIAL
A copy of the Company's Annual Report to Stockholders has been
mailed under separate cover. A copy of the report of the
Compensation Committee of the Board of Directors and a Performance
Graph regarding stockholder return accompany this Proxy Statement.
No part of such material is incorporated herein and no part
thereof is to be considered proxy soliciting material.
STOCKHOLDER PROPOSAL
DEADLINE FOR 1997 ANNUAL MEETING
Any proposal by a stockholder to be presented at the Company's
next annual meeting currently scheduled to be held on the first
Tuesday in June 1997, must be received at the offices of the
Company, 400 East Anderson Lane, Austin, Texas 78752, no later
than December 26, 1996.
BY THE ORDER OF THE BOARD OF DIRECTORS
Austin, Texas Mark A. Oliver
April 29, 1996 Secretary
BOARD OF DIRECTORS
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The compensation level of Citizens' executives is
circumscribed by the present and envisioned growth plans
of the Company. The present policy is a conservative
compensation plan designed to attract and retain
competent executives who share the Chairman's enthusiasm
for continued growth through hard work, dedication, and
sound decision making. Consideration is also given to
the compensation levels of comparable positions in the
local and national markets.
Harold E. Riley, the Company's Chairman, has provided the
vision and leadership upon which the recent success of
Citizens has been predicated. His invaluable
understanding of domestic and international marketing
operations, as well as his skill and experience in the
area of acquisitions justify a level of compensation well
in excess of the resources available to the Company. His
desire towards attainment of the objective of building a
giant life insurance company has taken precedent over the
demand of large salaries seen by other individuals in
similar roles. Mr. Riley has had only a minimal salary
increase over the past four years, and merits a
significant increase for the coming year; however, Mr.
Riley has indicated his willingness to accept a lower
level of increase than this committee deems justified.
In consideration of his request, it is our recommendation
that his salary be increased from $300,000 to $325,000
per year.
December 7, 1995 COMPENSATION COMMITTEE:
Joe R. Reneau, M.D.
Timothy T. Timmerman
COMPARATIVE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG CITIZENS, INC.,
AMEX MARKET INDEX AND PEER GROUP INDEX
The following graph represents a comparison of the preceding five
year cumulative total return of the Company, a peer group and a
broad market index. The broad market index chosen was the AMEX
Market Index. The peer group, which includes life, accident and
health companies, was compiled by Media General Financial Services.
1990 1991 1992 1993 1994 1995
CITIZENS, INC. 100.00 129.41 117.65 200.00 194.12 216.18
PEER GROUP 100.00 140.51 179.89 206.79 189.72 271.32
BROAD MARKET 100.00 123.17 124.86 148.34 131.04 168.90
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
