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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or
Registration Statement No.:
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4) Date Filed:
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 2, 1998, 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, 1998 John K. Drisdale, Jr. , Secretary
CITIZENS, INC.
400 East Anderson Lane
Austin, Texas 78752
April 25, 1998
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 2, 1998
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 2, 1998, 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, 1998.
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,
1998 are entitled to vote at the Meeting. As of the March 15,
1998, the Company had outstanding and entitled to vote 20,765,088
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 only person known to the Company to
be a beneficial ownerof more than five percent of the Company's
Class A and Class B common stock at
April 15, 1998.
Shares Owned and Percent
Name and Address Nature of Ownership of
Class
Harold E. Riley 4,898,698 Class A direct and indirect*
Post Office Box 621,049 Class B 23.6%
149151 indirect* 100.0%
Austin, Texas
_____________
* See footnote (1) in the table immediately below.
The following table shows, as of March 15, 1998, 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 4,898,698Class A direct
and indirect (1) 23.6%
621,049Class B indirect
(1) 100.0%
Rick D. Riley 389,580Class A direct
and indirect 1.8%
(2)
Joe R. Reneau, M.D. 42,652 Class A direct (3)
Flay F. Baugh 34,459Class A direct
and indirect (4) (3)
T. Roby Dollar 31,743Class A direct
and indirect (5) (3)
Ralph M. Smith, 17,468Class A direct
Th.D. and indirect (6) (3)
Sarah C. Morris 15,019 Class A direct (3)
Timothy T. 10,800 Class A direct (3)
Timmerman
Steven F. Shelton 3,720 Class A direct (3)
Mark A. Oliver 434 Class A direct (3)
Clayton D. Dunham 386 Class A direct (3)
William P. Barnhill 107 Class A direct (3)
John K. Drisdale, 67 Class A direct (3)
Jr.
All executive 5,427,933Class A direct 26.1%
officers and and indirect
directors as a 621,049Class B indirect 100.0%
group (thirteen)
____________
(1)Owns 4,643,211 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 265,056 Class A shares
directly, 15,100 Class A shares as joint tenant with spouse,
and 103,560 and 5,864 Class A shares indirectly as trustee
for minor children and spouse, respectively.
(3)Less than one percent (1%).
(4)Owns 8,873 Class A shares directly and 25,586 Class A shares
as joint tenant with spouse.
(5)Owns 16,743 Class A shares directly and spouse owns 15,000
Class A shares.
(6)Owns 9,850 Class A shares directly and spouse owns 7,618
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, 4,898,698
shares (23.6%) 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 1999, 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
3/15/98
James C. Mott 69 Consultant -- 8,132
Austin, Texas Class A
Steven F. Shelton 41 Farmer/Rancher 1993 3,720
Lamar, Colorado Class A
Ralph M. Smith, 66 Pastor Emeritus 1993 17,468
Th.D. Hyde Park Class A
Baptist Church
Austin, Texas
Timothy T. 36 President 1989 10,800
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 Directo Beneficially
Name Ag Occupation r Owned
e Since 3/15/98
T. Roby Dollar 59 Vice Chairman, Chief 1993
Actuary of the Company 31,743 Class
Austin, Texas A
Mark A. Oliver 39 President of the
Company 1997 434 Class A
Austin, Texas
Joe R. Reneau, 65 Physician, Medical 1989 42,652 Class A
M.D. Consultant
Austin, Texas
Harold E. 69 Chairman of the Board 1987 4,898,698 Cl
Riley of the Company ass A
Austin, Texas
621,049 Clas
s B
Rick D. Riley 44 Executive Vice 1989 389,580
* President Class A
of the Company
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:
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 C. Mott, Consultant to the Company from December 31, 1997 to
present; Senior Vice President from 1996 until December 31, 1997;
Supervisor of the Policyowner Service Department of Citizens
Insurance Company of America from 1992 until his partial retirement
in 1995; Coordinator in the Marketing Department of Citizens
Insurance Company of America from 1991 to 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
three meetings during 1997, of which all directors participated at
least 75% except for Flay Baugh, who was unable to attend or
participate in three meetings due to illness. During 1997, 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 40 times during 1997 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, the Articles of
Incorporation or Bylaws of the Company.
The Audit Committee, composed of Messrs. Joe R. Reneau, Ralph M.
Smith and Timothy T. Timmerman, met once during 1997. 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
1997. 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 1997 all such reports
were filed on a timely basis except that, due to an incapacitating
illness, Dr. Ralph M. Smith filed one late report regarding a
transaction in December 1997.
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 69 Chairman of the Board
(1) and
Chief Executive
Officer
Mark A. Oliver 39 President
(2)
T. Roby Dollar 59 Vice Chairman, Chief
(1) Actuary and Assistant
Treasurer
Clayton D. 54 Executive Vice
Dunham (3) President
Sarah C. 52 Executive Vice
Morris(4) President, Chief
Operations Officer
Rick D. Riley 44 Executive Vice
(5) President
John K. 43 Vice President, Chief
Drisdale, Counsel and Secretary
Jr.(6)
William P. 46 Vice President and
Barnhill (7) 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,
U.S. Marketing in August 1997. Mr. Dunham served as Chief
Operations Officer from March 1997 to August 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.
(4)Sarah C. Morris was named Chief Operations Officer on
August 4, 1997. Prior to that time, Ms. Morris was Vice
President of Claims from 1987.
(5)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.
(6)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 investment 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.
(7)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 the next four highest compensated
executive officers whose aggregate annual compensation exceeded
$100,000 in 1997. 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 Payou
ts
(a (b) (c) (d (e) (f) (g (h) (i)
) ) Othe )
r Rest All
Na Annu rict LTI Other
me Yea Salary al ed Op P Compen-
an r Bo Comp Stoc ti Pay sation
d nu en- k on out
Pr s sati Awar s s
in on d(s) SA
ci Rs
pa
l
Po
si
ti
on
Ha 199 $360,00 N/ N/A N/A N/ N/A $16,
ro 7 0 A N/A N/A A N/A 165*
ld 199 $325,00 N/ N/A N/A N/ N/A $12,
E. 6 0 A A 268*
Ri 199 $312,70 N/ N/A $3,7
le 5 0 A 61*
y,
Ch
ai
rm
an
an
d
Ch
ie
f
Ex
ec
ut
iv
e
Of
fi
ce
r
Cl 199 $174,20 N/ N/A N/A N/ $446*
ay 7 0 A N/A N/A A N/A $3,084*
to 199 $143,53 N/ N/A N/A N/ N/A $0
n 6 3 A A
Du 199 $120,20 N/ N/
nh 5 0 A A
am
,
E.
V.
P.
-
U.
S.
Ma
rk
et
in
g
Ma 199 $129,72 N/ N/A N/A N/ N/A $ 6,5
rk 7 7 A N/A N/A A N/A 79*
A. 199 $103,43 N/ N/A N/A N/ N/A $ 3,1
Ol 6 7 A A 78*
iv 199 N/ N/ $ 2,1
er 5 $95,822 A A 38*
,
Pr
es
id
en
t
Ri 199 $117,28 N/ N/A N/A N/ N/A $16,0
ck 7 3 A N/A N/A A N/A 60*
D. 199 $107,68 N/ N/A N/A N/ N/A $10,7
Ri 6 0 A A 09*
le 199 $100,20 N/ N/ $1,903*
y, 5 0 A A
E.
V.
P.
-
El
ec
tr
on
ic
Sy
st
em
s
Th 199 $109,47 N/ N/A N/A N/ N/A $16,0
om 7 0 A N/A N/A A N/A 65*
as 199 $99,61 N/ N/A N/A N/ N/A $10,6
Ro 6 8 A A 47*
by 199 N/ N/ $2,1
Do 5 $96,554 A A 12*
ll
ar
,
Vi
ce
Ch
ai
rm
an
&
Ch
ie
f
Ac
tu
ar
y
* 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. The Company made a $50,000 annual contribution to the
Plan in 1995 and a $100,000 annual contribution in 1996. In 1997,
the Company made an annual contribution of $100,000. Messrs. H.E.
Riley, Dollar, Dunham, R.D. Riley and Oliver had $84,265.69,
$80,833.70, $3,530.14, $80,731.13, and $14,523.81, respectively,
vested under the Plan as of December 31, 1996, the last allocation
date.
During 1997, the members of Board of Directors who are not
officers of the Company were paid $1,000 per meeting, while
Committee members who are not officers were paid $150. Total
directors' fees paid during 1997 were $12,900. Messrs. Reneau and
Smith were paid $15,000 and $1,800, respectively in 1997 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 1999 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 1999, must be received at the offices of the
Company, 400 East Anderson Lane, Austin, Texas 78752, no later
than February 1, 1999.
BY THE ORDER OF THE BOARD OF DIRECTORS
Austin, Texas John K. Drisdale, Jr.
April 25, 1998 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. The personal contribution of Chairman Harold E. Riley 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 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 $145,000,000.
Mr. Riley has been the instrumental person in developing the new
"Millennia" Series of insurance products scheduled for
international market introduction on January 1, 1998. Furthermore,
Mr. Riley's personal development and coordination of new product
and marketing concepts with Worldwide Professional Associates, an
international marketing firm, brings to bear his more than 30 years
of international insurance experience.
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
$450,000 for 1998 from the present $360,000.
November 6, 1997 COMPENSATION COMMITTEE:
Joe R. Reneau, M.D.
Ralph M. Smith, Th.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, 1997
COMPANY 1992 1993 1994 1995 1996 1997
CITIZENS, INC. 100.00 170.00 165.00 183.7 170.0 130.0
5 0 0
PEER GROUP 100.00 114.96 105.46 150.8 193.3 265.5
3 1 0
BROAD MARKET 100.00 118.81 104.95 135.2 142.7 171.7
8 4 6
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
