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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Check the appropriate box:
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by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] 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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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 3, 1997, 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 25, 1997 John K. Drisdale, Jr. ,
Secretary
CITIZENS, INC.
400 East Anderson Lane
Austin, Texas 78752
April 25, 1997
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 3, 1997
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 3, 1997, 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 25, 1997.
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 15,
1997 are entitled to vote at the Meeting. As of the record date,
the Company had outstanding and entitled to vote 19,892,159 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, 1997.
Shares Owned and Percent
Name and Address Nature of Ownership of Class
Harold E. Riley 5,399,687 Class A direct and
Post Office Box indirect* 27.1%
149151 621,049 Class B indirect* 100.0%
Austin, Texas
Marjorie D. 1,060,000 Class A direct**
Riley 5.3%
30222 Briarcrest Drive
Georgetown,Texas
_____________
* See footnote (1) in the table immediately below.
** In record name.
The following table shows, as of April 15, 1997, 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 5,399,687 Class A direct 27.1%
and indirect (1)
621,049 Class B indirect (1) 100.0%
Rick D. Riley 372,208 Class A direct
and indirect (2) 1.9%
Randall H. Riley 123,260 Class A direct
and indirect (4) (3)
Joe R. Reneau, M.D. 42,652 Class A direct (3)
Flay F. Baugh 34,459 Class A direct
and indirect (5) (3)
Timothy T. 40,800 Class A direct (3)
Timmerman
T. Roby Dollar 31,697 Class A direct
and indirect (6) (3)
Ralph M. Smith, 19,772 Class A direct
Th.D. and indirect (7) (3)
Steven F. Shelton 3,720 Class A direct (3)
Clayton D. Dunham 308 Class A direct (3)
Mark A. Oliver 240 Class A direct (3)
All executive 6,068,841 Class A direct 30.5%
officers and directors as and indirect
a group (eleven) 621,049 Class B indirect 100.0%
____________
(1) Owns 5,144,200 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 264,044 Class A shares
directly, 16,700 Class A shares as joint tenant with spouse,
and 89,040 and 2,424 Class A shares indirectly as trustee for
minor children and spouse, respectively.
(3) Less than one percent (1%).
(4) Son of Harold E. Riley. Resigned March 7, 1997. Owns 100,209
Class A shares directly, 4,600 Class A shares as joint tenant
with spouse, and 14,706 and 2,424 Class A shares indirectly
as trustee for minor children and spouse, respectively;
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 16,697 Class A shares directly and spouse owns 15,000
Class A shares.
(7) Owns 11,088 Class A shares directly and spouse owns 8,684
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, 5,399,687
shares (27.1%) 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 1998, 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 Director Stock
Name Age Occupation Since Beneficially
Owned
4/15/97
Flay F. Baugh 83 Investments 1989 34,459
Temple, Texas Class A
Steven F. Shelton 41 Farmer/Rancher 1993 3,720
Lamar, Colorado Class A
Ralph M. Smith, 66 Pastor Emeritus 1993 19,772
Th.D. Hyde Park Baptist Class A
Church Austin, Texas
Timothy T. 36 President 1989 40,800
Timmerman Texas Cable Class A
Systems, Inc.
TCSI-Huntsville
and Timmerman
Investments,
Inc., Round Rock,
Texas
Nominees For Election By Class B Stockholders
Common Stock
Principal Director Beneficially
Name Age Occupation Since Owned
4/15/97
T. Roby Dollar 59 Vice Chairman, Chief 1993 31,697
Actuary of the Company Class A
Austin, Texas
Mark A. Oliver 38 President of the 240
Company 1997** Class A
Austin, Texas
Joe R. Reneau, 65 Physician, Medical 1989 42,652
M.D. Consultant Class A
Austin, Texas
Harold E. 68 Chairman of the Board 1987 5,399,687
Riley of the Company Class A
Austin, Texas 621,049
Class B
Rick D. Riley 43 Executive Vice 1989 372,208
** President Class A
of the Company
Austin, Texas
_________________
* Elected March 1997 to fill vacancy on the Board of
Directors.
**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.
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.
Mark Oliver, President of the Company and its affiliates from
March 1997 to present; Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company and its affiliates
from 1990-1997; Treasurer and Chief Financial Officer of the
Company and its affiliates from 1988-1990; Treasurer and
Controller of the Company and its affiliates from 1984-1988.
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; President of the Company and its
affiliates from November 1996 to March 1997; 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.
Rick D. Riley, Executive Vice President of the Company and its
affiliates from September 1995 to present; Chief Operating Officer
of the Company and its affiliates from September 1995 to March
1997; 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
four meetings during 1996, of which all directors participated at
least 75% except for Flay Baugh, who was unable to attend or
participate in two meetings due to illness. During 1996, 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 17 times during 1996 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 1996. 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
1996. 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.
CERTAIN REPORTS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more
than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Based solely upon a
review of such reports and amendments thereto furnished to the
Company, the Company believes that during 1996 all such reports
were filed on a timely basis except that, due to an incapacitating
illness, Dr. Ralph M. Smith filed on November 1996 five late
reports regarding two transactions in 1996, two transactions in
1995, and one transaction in 1994.
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 Age Principal Occupation
Harold E. Riley 68 Chairman of the Board
(1)
Mark A. Oliver 38 President
(2)
Clayton D. 53 Executive Vice
Dunham (3) President and Chief
Operating Officer
T. Roby Dollar 58 Vice Chairman, Chief
(1) Actuary
and Assistant
Treasurer
Rick D. Riley 43 Executive Vice
(4) President
John K. 42 Vice President, Chief
Drisdale, Counsel and Secretary
Jr.(5)
William P. 45 Vice President and
Barnhill (6) Treasurer
___________
(1) H. Riley and R. Dollar have served since 1987. They hold
similar positions in affiliated subsidiaries.
(2) Mark A. Oliver has served since 1987 and holds similar
positions in affiliated subsidiaries. Prior to becoming
President in March 1997, Mr. Oliver served as Executive Vice
President, Chief Financial Officer and Secretary/Treasurer.
(3) Clayton D. Dunham was named Executive Vice President and
Chief Operating Officer in March 1997. Mr. Dunham served as
Senior Vice President and Director of Marketing of the
Company and its affiliates from November 1994 to March 1997.
From 1990 to 1994, he served as President of DIA
International. From 1987 through 1990, he was General
Manager of Negocios Savoy, S.A.
(4) Rick D. Riley has served from 1987 to 1991 and 1992 to
present and holds similar positions in affiliated
subsidiaries. From 1991 to 1992, he was President of
Computing Technology, Inc.
(5) John K. Drisdale, Jr. joined the Company in December 1995
as Vice President and Chief Counsel. In March 1997, Mr.
Drisdale became Secretary. 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.
(6) William P. Barnhill joined the Company in June 1996 as
Vice President and Controller. In March 1997, Mr. Barnhill
became Treasurer. From 1981 to June 1996, Mr. Barnhill
worked for Western General Life Insurance Company in various
capacities ultimately attaining to Senior Vice President and
Treasurer in 1991, in which capacity he served until joining
the Company.
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 1996. 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
Name and Annual Restricted All Other
Principal Compen Stock Option LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
Harold E.
Riley,
Chairman 1996 $325,000 N/A N/A N/A N/A N/A 12,268**
1995 312,700 N/A N/A N/A N/A N/A 3,761**
1994 260,616 N/A N/A N/A N/A N/A 6,691**
Randall H.
Riley, *
Vice Chmn 1996 $160,200 N/A N/A N/A N/A N/A 4,514**
1995 161,431 N/A N/A N/A N/A N/A 4,415**
1994 160,200 N/A N/A N/A N/A N/A N/A
Clayton
Dunham,
Chief
Operating
Officer 1996 $143,533 N/A N/A N/A N/A N/A 3,084**
1995 120,200 N/A N/A N/A N/A N/A 0
Rick D.
Riley,
EVP 1996 $107,680 N/A N/A N/A N/A N/A 10,709**
1995 100,200 N/A N/A N/A N/A N/A 1,903**
Mark A.
Oliver,
President 1996 $103,437 N/A N/A N/A N/A N/A 3,178**
* Randall H. Riley, formerly Vice Chairman, resigned
March 7, 1997.
** Profit-sharing plan allocation made in year indicated
for the preceding year.
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. Company made $50,000 annual contributions to the Plan in
1994 and 1995 and a $100,000 annual contribution in 1996. Messrs.
H.E. Riley, R.H. Riley, Dunham, R.D. Riley and Oliver had $68,099,
$1,785, $0, $64,670, and $7,944, respectively, vested under the
Plan as of December 31, 1995, the last allocation date.
During 1996, the members of Board of Directors who are not
officers of the Company were paid $300 per meeting, while
Committee members who are not officers were paid $150. Total
directors' fees paid during 1996 were $6,000. Messrs. Reneau and
Smith were paid $15,000 and $1,800, respectively in 1996 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 1998 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 1998, must be received at the offices of the
Company, 400 East Anderson Lane, Austin, Texas 78752, no later
than December 26, 1997.
BY THE ORDER OF THE BOARD OF DIRECTORS
Austin, Texas John K. Drisdale, Jr.
April 25, 1997 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.
Over the past ten years, the Company has experienced
significant growth. This history, along with the fact
that such growth has been achieved without the incurrence
of significant debt, is the primary factor upon which
Chairman Harold E. Riley's compensation has been
determined. His personal contribution to the sound
management and solid growth of the Company cannot be
measured. His creation of the "Ultra Expansion"
insurance products in 1987 has been the most important
factor contributing to the Company's growth. The
acquisitions that have been made during his tenure have
served to provide additional sources of capitalization
without a dilution in stockholder equity. Additionally,
his guidance and actions have resulted in significant
growth in shareholder value in the marketplace. In 1987,
the Company's market value per share times the number of
shares outstanding was under $2,000,000, compared to
today's value of over $180,000,000.
When evaluating his overall contribution toward the
dynamic growth of the company and the level of
compensation received by other individuals in similar
positions of responsibility in the insurance industry, we
recommend an increase in Mr. Riley's salary to $360,000
for 1997 from the present $325,000.
November 13, 1996 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.
ASSUMES $100 INVESTED ON JAN. 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1996
COMPANY 1991 1992 1993 1994 1995 1996
CITIZENS, INC. 100 90.91 154.55 150.00 167.05 154.55
PEER GROUP 100 128.03 147.18 135.02 193.10 247.49
BROAD MARKET 100 101.37 120.44 106.39 137.13 144.70
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
