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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 16, 1998
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CITIZENS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-11714 04-3178765
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D.
of Incorporation) Number)
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440 Lincoln Street, Worcester, Massachusetts 01653
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(Address of Principal Executive Offices) (Zip Code)
(508) 855-1000
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Registrant's Telephone Number, including area code
Page 1 of pages 5
Exhibit Index on page 5
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Item 5. Other Events
Allmerica Financial Corporation and Citizens Corporation announced on
November 16, 1998 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
was 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.
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Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of Allmerica Financial and Citizens dated
November 16, 1998
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CITIZENS CORPORATION
By: /s/ Edward J. Parry, III
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Title: Vice President, Treasurer and
Chief Financial Officer
Date: November 16, 1998
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Exhibit Index Page
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Exhibit 99 Press release of Allmerica Financial and Citizens
dated November 16, 1998 6
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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
