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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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CITIZENS CORPORATION
(Name of the Issuer)
ALLMERICA FINANCIAL CORPORATION
CITIZENS ACQUISITION CORPORATION
(Name of Persons Filing Statement)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
01-174533 10 9
(CUSIP Number of Class of Securities)
JOHN F. KELLY, ESQ.
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
(Name of Person Authorized to Receive
Notices on Behalf of Filing Persons)
Copy to:
LAUREN I. NORTON, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee
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$170,894,100.00 $34,178.82
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* For purposes of calculating the fee only. This amount assumes the purchase
of 5,892,900 shares of common stock, par value $.01 per share, of Citizens
Corporation at $29.00 net in cash per share, which represents all
outstanding shares at October 30, 1998 not owned directly or indirectly by
the persons filing this statement. The amount of the filing fee calculated
in accordance with Rule 0-11 equals 1/50th of 1% of the value of the shares
to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $34,178.82 Filing Parties: Allmerica Financial Corporation and
Citizens Acquisition Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: November 2, 1998
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INTRODUCTION
Allmerica Financial Corporation ("AFC") and Citizens Acquisition
Corporation (the Purchaser") hereby amend and supplement their Rule 13e-3
Transaction Statement (the "Schedule 13E-3") originally filed on November 2,
1998, with respect to the offer to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Citizens Corporation,
a Delaware corporation ("Citizens") that AFC does not already own. Capitalized
terms used herein but not defined are used as defined in the Schedule 14D-1.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is amended and supplemented to to add the
following exhibit:
(d)(8) Press Release dated November 16, 1998.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 16, 1998 ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry, III
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Name: Edward J. Parry, III
Title: Vice President, Treasurer and
Chief Financial Officer
CITIZENS ACQUISITION CORPORATION
By: /s/ Edward J. Parry, III
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Name: Edward J. Parry, III
Title: President and Treasurer
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EXHIBIT INDEX
Exhibits
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(d)(8) Press Release dated November 16, 1998.
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CITIZENS CORPORATION AND ALLMERICA FINANCIAL CORPORATION
AGREE TO CASH TENDER OFFER FOR CITIZENS SHARES AT $33.25 PER SHARE
WORCESTER, Mass., November 16, 1998 -- Allmerica Financial Corporation (NYSE:
AFC) and Citizens Corporation (NYSE: CZC) today announced that pursuant to an
agreement between the Special Committee of the Board of Directors of Citizens
Corporation and Allmerica Financial Corporation, the offer price in the
outstanding Offer to Purchase by Allmerica is hereby increased and amended to
$33.25 per share in cash. The Citizens Special Committee has agreed to recommend
that the Citizens stockholders accept the revised offer price and tender their
shares.
John F. O'Brien, president and chief executive officer of Allmerica, said
"Allmerica is pleased to have reached an agreement with the Citizens Special
Committee. Our revised offer provides Citizens stockholders a substantial
benefit in the form of liquidity at a very attractive price."
The Expiration Date of the offer will continue to be December 2, 1998. The
Citizens Special Committee will disseminate promptly its recommendation to the
Citizens stockholders. Allmerica will disseminate promptly to Citizens
shareholders a supplement to its prior Offer to Purchase, dated November 2,
1998.
Allmerica and Citizens also announced that they had reached an agreement in
principle to settle the shareholder litigation regarding the tender offer
currently pending before the Delaware Chancery Court.
Allmerica Financial Corporation is the holding company for a diversified group
of insurance and financial services companies, including Citizens Corporation,
and is based in Worcester, Mass.
CONTACT: Investors: Media:
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Jean Peters Michael F. Buckley
(508) 855-3599 (508) 855-3099
AF-39
11/98
