<PAGE> 1
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
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 Section 240.14a-11(c) or Section 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value or transaction 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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or
Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
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 6, 2000, 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
/s/ JEFFREY J. WOOD
APRIL 20, 2000 JEFFREY J. WOOD, SECRETARY
<PAGE> 3
CITIZENS, INC.
400 EAST ANDERSON LANE
AUSTIN, TEXAS 78752
APRIL 20, 2000
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2000
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 6, 2000, 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 20, 2000.
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 20, 2000 are
entitled to vote at the Meeting. As of the record date, the Company had
outstanding and entitled to vote 22,800,525 Class A shares of common stock and
664,523 Class B shares of common stock.
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<PAGE> 4
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 20, 2000.
<TABLE>
<CAPTION>
SHARES OWNED AND PERCENT OF
NAME AND ADDRESS NATURE OF OWNERSHIP CLASS
- ---------------- ------------------- ----------
<S> <C> <C>
Harold E. Riley 4,084,812 Class A direct and
Post Office Box 149151 indirect* 17.9%
Austin, Texas 664,523 Class B indirect* 100.0%
</TABLE>
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* See footnote (1) in the table immediately following.
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<PAGE> 5
The following table shows, as of April 20, 2000, 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.
<TABLE>
<CAPTION>
SHARES OWNED AND PERCENT OF
NAME NATURE OF OWNERSHIP CLASS
---- ------------------- ----------
<S> <C> <C>
Harold E. Riley 4,084,812 Class A direct and
indirect (1) 17.9%
664,523 Class B indirect (1) 100.0%
Rick D. Riley 458,960 Class A direct and
indirect (2) 2.0%
Joe R. Reneau, M.D. 51,530 Class A direct (3)
T. Roby Dollar 34,103 Class A direct
and indirect (4) (3)
Timothy T. Timmerman 11,556 Class A direct (3)
Ralph M. Smith, Th.D. 6,647 Class A direct and
indirect (5) (3)
James C. Mott 8,701 Class A direct (3)
Steven F. Shelton 2,016 Class A direct (3)
Mark A. Oliver 913 Class A direct (3)
Jeffrey J. Wood 122 Class A direct (3)
All executive officers 4,659,360 Class A direct and
and directors as indirect 20.4%
a group (ten persons) 664,523 Class B indirect 100.0%
</TABLE>
- ------------
(1) Owns 3,811,440 Class A shares directly and spouse owns 273,372 Class A
shares. The Harold E. Riley Trust, of which Mr. Riley is the controlling
Trustee, owns all of the 664,523 issued and outstanding shares of Class B
common stock.
(2) Owns 297,558 Class A shares directly, 12,059 Class A shares as joint tenant
with spouse, and 136,396 and 12,947 Class A shares indirectly as trustee
for minor children and spouse, respectively.
(3) Less than one percent (1%).
(4) Owns 18,053 Class A shares directly and spouse owns 16,050 Class A shares.
(5) Owns 1,725 Class A shares directly and spouse owns 4,922 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 of control of the Company.
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<PAGE> 6
CONTROL OF THE COMPANY
Harold E. Riley is deemed to be the "controlling stockholder" of the Company.
Mr. Riley owns, directly and indirectly, 4,084,812 shares (17.9%) of the
outstanding Class A common stock and 664,523 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. A majority vote of a
quorum of Class A shares is necessary to elect the Class A nominees as
directors. Cumulative voting is not permitted. The Class B nominees will be
elected directors upon affirmative vote of the Class B shares by 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 2001, 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
<TABLE>
<CAPTION>
COMMON STOCK
PRINCIPAL DIRECTOR BENEFICIALLY
NAME AGE OCCUPATION SINCE OWNED 4/20/00
---- --- ---------- -------- -------------
<S> <C> <C> <C> <C>
James C. Mott 71 Consultant 1998 8,701 Class A
Austin, Texas
Steven F. Shelton 43 Farmer/Rancher 1993 2,016 Class A
Lamar, Colorado
Ralph M. Smith, 68 Pastor Emeritus 1993 6,647 Class A
Th.D. Hyde Park Baptist Church
Austin, Texas
Timothy T. Timmerman 38 President 1989 11,556 Class A
Commerce Properties, Inc.;
Partner, Realcom Management;
Partner, Interfase Capital
Austin, Texas
</TABLE>
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<PAGE> 7
NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS
<TABLE>
<CAPTION>
COMMON STOCK
PRINCIPAL DIRECTOR BENEFICIALLY
NAME AGE OCCUPATION SINCE OWNED 4/20/00
---- --- ---------- -------- -------------
<S> <C> <C> <C> <C>
T. Roby Dollar 61 Executive Vice President, Chief 1993 34,103 Class A
Actuarial Officer and Assistant
Secretary of Citizens Insurance Co. of
America
Austin, Texas
Mark A. Oliver 41 President of the Company 1997 913 Class A
Austin, Texas
Joe R. Reneau, M.D. 67 Physician, Medical Consultant 1989 51,530 Class A
Austin, Texas
Harold E. Riley 71 Chairman of the Board 1987 4,084,812 Class A
of the Company 664,523 Class B
Austin, Texas
Rick D. Riley ** 46 Vice Chairman of the Company; Chairman 1989 458,960 Class A
of the Board, CEO and President of
Citizens Insurance Co. of America
Austin, Texas
</TABLE>
- -----------------
** 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:
James C. Mott, Consultant to the Company from December 31, 1997 to April 2000;
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.
T. Roby Dollar, Executive Vice President, Chief Actuarial Officer and Assistant
Secretary of Citizens Insurance Company of America and affiliates, 2000; Vice
Chairman, Chief Actuary, Assistant Secretary of Citizens Insurance Company of
America and affiliates 1999; Vice Chairman, Chief Actuary of the Company and its
affiliates from 1994 to 1999; 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 to 1992.
Mark A. Oliver, President of the Company from February 1999 to present;
President of the Company and its affiliates from March 1997 to February 1999;
Executive Vice President, Chief Financial Officer, Secretary and Treasurer of
the Company and its affiliates from 1990 to 1997; Treasurer and Chief Financial
Officer of the Company and its affiliates from 1988 to 1990; Treasurer and
Controller of the Company and its affiliates from 1984 to 1988.
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<PAGE> 8
Joe R. Reneau, M.D., Physician - Medical Consultant, Abbott Laboratories,
Austin, Texas, from 1987 to present and Medical Director of Company and its
affiliates, from 1987 to present.
Harold E. Riley, controlling stockholder; Chairman of the Board of the Company
1987 to present; Chairman of the Board of the Company and its affiliates from
1994 to 1999; 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, Vice Chairman of the Company, 2000 to Present; Chairman of the
Board of Directors, President and CEO of Citizens Insurance Company of America
and its affiliates, a subsidiary of the Company, from February 1999 to present;
Chief Administrative Officer and Secretary of the Company from October 1998 to
February 1999; Executive Vice President of the Company and its affiliates from
September 1995 to 1998; 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, of 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, Commerce Properties, Inc. from 1990 to present;
Partner, Realcom Management from 1990 to present; Partner, Interfase Capital
from 1999 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 (3) meetings during 1999,
at which all directors were present. During 1999, the Board of Directors was
served by three committees - the Executive Committee, the Compensation Committee
and the Audit Committee. The Executive
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<PAGE> 9
Committee, composed of Messrs. Harold E. Riley, Joe R. Reneau, M.D. and Timothy
Timmerman, met eighteen (18) times during 1999 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. All actions taken by the
Executive Committee are subsequently reviewed by the Board of Directors.
The Audit Committee composed of Messrs. Joe R. Reneau, M.D., Ralph M. Smith and
Timothy T. Timmerman, met once during 1999. 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 1999. 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 1999 all such reports were filed on a
timely basis.
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:
<TABLE>
<CAPTION>
COMPANY POSITIONS &
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
Harold E. Riley (1) 71 Chairman of the Board and CEO
Rick D. Riley (2) 46 Vice Chairman
Mark A. Oliver (3) 41 President
Jeffrey J. Wood (4) 46 Executive Vice President, CFO,
Secretary and Treasurer
</TABLE>
-7-
<PAGE> 10
- -----------
(1) Mr. Riley has served since 1987.
(2) Rick Riley became Vice Chairman in December 1999. He has served in various
capacities for the Company and its affiliates since 1976.
(3) Mark A. Oliver has served since 1987. Prior to becoming President in March
1997, Mr. Oliver served as Executive Vice President, Chief Financial
Officer and Secretary/Treasurer.
(4) Jeffrey J. Wood joined the Company in February 1999 as Executive Vice
President, Chief Financial Officer, Secretary and Treasurer. From July 1987
to February 1999, Mr. Wood worked at Principal Financial Group as Associate
Controller.
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
the Company's four and most highly compensated officers other than the Chief
Executive Officer. 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
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
------------------------- ------------------- --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name and Annual Restricted Options All Other
Principal Compen- Stock SARs LTIP Compen-
Position Year Salary Bonus sation Award(s) Payouts sation**
-------- ---- ------ ----- ------ ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harold E. Riley, 1999 $468,950 N/A N/A N/A N/A N/A $ 22,992
Chairman 1998 $468,950 N/A N/A N/A N/A N/A $ 24,423
1997 $360,000 N/A N/A N/A N/A N/A $ 8,929
*Clayton Dunham, 1999 $200,200 N/A N/A N/A N/A N/A $ 2,499
***E.V.P./C.M.O 1998 $189,200 N/A N/A N/A N/A N/A $ 1,110
1997 $174,200 N/A N/A N/A N/A N/A $ 318
Mark A. Oliver, 1999 $150,200 N/A N/A N/A N/A N/A $ 14,995
President 1998 $149,382 N/A N/A N/A N/A N/A $ 11,656
1997 $129,727 N/A N/A N/A N/A N/A $ 4,145
Rick D. Riley, Vice 1999 $135,200 N/A N/A N/A N/A N/A $ 22,992
Chairman 1998 $133,533 N/A N/A N/A N/A N/A $ 24,423
1997 $117,283 N/A N/A N/A N/A N/A $ 8,929
*T. Roby Dollar, 1999 $125,200 N/A N/A N/A N/A N/A $ 22,992
***Vice Chairman, 1998 $119,991 N/A N/A N/A N/A N/A $ 24,423
Chief Actuary and 1997 $109,470 N/A N/A N/A N/A N/A $ 8,929
Assistant Secretary
</TABLE>
- --------------
* Messrs. Dunham and Dollar served as officers of the Company until February
1999, and continue to serve as officers of the Company's subsidiaries.
** Company contribution to qualified profit-sharing plan.
*** Officer of Company subsidiary.
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<PAGE> 11
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
three years' service and employees become fully vested after seven years'
service. The Company made a $200,000 annual contribution in 1998 and 1999.
Messrs. HE Riley, RD Riley, and MA Oliver had $149,547, $150,976 and $48,640,
respectively, vested under the Plan as of December 31, 1999, the last allocation
date. Mr. Dollar and Mr. Dunham had $151,150 and $6,486 vested in the Plan as of
December 31, 1999, respectively.
During 1999, 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 $300 per Committee Meeting. In December 1999, such
compensation was modified to $6,000 per year and $500 for any Committee
Meetings. Total directors' fees paid during 1999 were $16,175. Messrs. Mott,
Reneau and Smith were paid $83,612, $22,300 and $5,100, respectively in 1999 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 LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201, is the Company's
principal independent auditor. A representative of KPMG LLP 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 2001 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 2001, must
be received at the offices of the Company, 400 East Anderson Lane, Austin, Texas
78752, no later than December 29, 2000.
BY THE ORDER OF THE BOARD OF DIRECTORS
AUSTIN, TEXAS JEFFREY J. WOOD
APRIL 20, 2000 SECRETARY
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<PAGE> 12
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. O1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1999
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRY INDEXES AND/OR BROAD MARKETS
<TABLE>
<CAPTION>
COMPANY 12/30/1994 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
- ------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Citizens, Inc. 100.0 111.36 103.03 78.79 68.18 89.94
Life Insurance 100.0 147.38 187.93 276.82 410.57 372.48
AMEX Market Index 100.0 128.90 136.01 163.66 161.44 201.27
</TABLE>
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
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<PAGE> 13
CITIZENS, INC.
BOARD OF DIRECTORS
Compensation Committee Report on Executive Compensation
The Compensation Committee, which is composed of three outside
directors, makes recommendations to the Board concerning the compensation of the
Company's executive officers. In order to make such recommendations, toward the
end of each year, the Committee evaluates the Company's performance relative to
its business plan and peer group performance. Additionally, each executive
officer's contribution to the Company's achievements during the year is
evaluated.
THE GOAL OF THE COMPENSATION COMMITTEE IS TO ENSURE THAT THE COMPANY
EMPLOYS QUALIFIED, EXPERIENCED EXECUTIVE OFFICERS WHOSE FINANCIAL INTEREST IS
ALIGNED WITH THAT OF THE SHAREHOLDERS. THE COMMITTEE CONSIDERS GENERAL INDUSTRY
PRACTICE, TAX EFFECTS AND OTHER FACTORS IN STRUCTURING EXECUTIVE COMPENSATION
AWARDS. THE FOLLOWING IS A DISCUSSION COMPENSATION FORM CURRENTLY BEING
UTILIZED.
SALARIES FOR EACH OF THE COMPANY'S EXECUTIVE OFFICERS ARE DETERMINED BY
TAKING INTO CONSIDERATION PERFORMANCE, LENGTH OF TENURE WITH THE COMPANY,
COMPENSATION BY INDUSTRY COMPETITORS FOR COMPARABLE POSITIONS AND CAREER
ACHIEVEMENTS. SALARIES PAID WITHIN THE INDUSTRY ARE WEIGHTED MORE HEAVILY IN
SETTING BASE SALARY LEVELS. IN ORDER TO DETERMINE COMPARABLE SALARY LEVELS PAID
WITHIN THE INDUSTRY, THE COMMITTEE REVIEWS VARIOUS INDUSTRY SURVEYS AND PUBLICLY
FILED INFORMATION OF ITS COMPETITORS. NO BONUS OR STOCK OPTION PLANS EXIST;
HOWEVER, THERE IS A PROFIT SHARING PLAN, WHERE DISTRIBUTION IS BASED ON TENURE.
Harold E. Riley was elected Chairman of the Board and Chief Executive
Officer in 1987. Mr. Riley is currently employed by the Company on an "at-will"
basis. The Compensation Committee reviewed industry salary surveys and
determined that his total cash compensation was lower compared to similar
positions with industry competitors; however, was reasonable given the Company's
present size and resources. In evaluating his performance during the last three
fiscal years and using the above criteria, the Committee considered the
significant role Mr. Riley has played in the development of the Company's
various operating and marketing programs, as well as his experience in the
merger and acquisition area and his overall management expertise in establishing
his compensation for the year 2000. The Committee believes that the cash
compensation paid to the chief executive officer is designed to closely align
his interests with those of the shareholders, and that his compensation is
related directly to his performance as a person with considerable experience and
ability in the insurance industry.
COMPENSATION COMMITTEE:
JOE R. RENEAU, M.D.
TIMOTHY T. TIMMERMAN
RALPH M. SMITH, TH.D.
<PAGE> 14
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
CITIZENS, INC.
JUNE 6, 2000
o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o
A [X] Please mark your
votes as in this
example.
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
Vote withheld from the following nominee(s):
- ---------------------------------------------
CLASS A NOMINEES:
James C. Mott
Steven F. Shelton
Ralph M. Smith, Th.D.
Timothy T. Timmerman
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
Signature(s) Dated: , 2000
---------------------- ------------------------------ ------------
Signature if Held Jointly
</TABLE>
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such.
<PAGE> 15
CITIZENS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark A. Oliver, Joel H. Mathis, Rick D.
Riley, or any of them with full power of substitution, proxies to vote at the
Annual Meeting of Stockholders of Citizens, Inc. (the "Company") to be held on
June 6, 2000 at 10:00 a.m., local time, and at any adjournment or adjournments
thereof, hereby revoking any proxies heretofore given, to vote all shares of
common stock of the Company held or owned by the undersigned as directed on the
reverse side and in their discretion upon such other matters as may come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
(TO BE SIGNED ON REVERSE SIDE)
