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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
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*
CITIZENS 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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$195,938,925.00 $39,187.79
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* On December 14, 1998, Citizens Acquisition Corporation merged with and
into Citizens Corporation and, as a result of such merger, ceased to exist
as a separate entity.
** 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 $33.25 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: $39,187.79 Filing Parties: Allmerica Financial Corporation and
Citizens Acquisition Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: November 2, 1998 and November 17, 1998
and Amend. No. 2 thereto
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INTRODUCTION
Allmerica Financial Corporation ("AFC"), Citizens Acquisition Corporation*
(the "Purchaser") and Citizens Corporation ("Citizens") hereby amend and
supplement their Rule 13e-3 Transaction Statement (the "Schedule 13E-3")
originally filed on November 2, 1998 and as amended, 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 that AFC does not already own. Capitalized
terms used herein but not defined are used as defined in the Schedule 13E-3.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Schedule 13E-3 is hereby amended and supplemented to add the
following:
On December 14, 1998, the Merger of the Purchaser with and into Citizens
was consummated. As a result of the Merger, the purchaser ceased to exist as a
separate entity, and Citizens became a wholly-owned indirect subsidiary of AFC.
On December 14, 1998, AFC issued a press release regarding the consummation of
the Merger, a copy of which is included as exhibit (d)(11) hereto, and the
information contained therein is incorporated by reference.
ITEM 16. ADDITIONAL INFORMATION.
On December 15, 1998, Citizens filed a Form 15 Notice of Termination of
Registration with the Securities and Exchange Commission requesting that the
registration of the Shares under Section 12(b) of the Securities Exchange Act of
1934, as amended, be terminated.
On December 14, 1998, in connection with the consummation of the Merger, a
Notice of Merger was mailed, together with a related Letter of Transmittal, to
holders of Shares immediately prior to the effective time of the Merger. The
Notice of Merger and related Letter of Transmittal are filed as Exhibits (d)(12)
and (d)(13) hereto, respectively.
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* On December 14, 1998, Citizens Acquisition Corporation merged with and into
Citizens Corporation and, as a result of such merger, ceased to exist as a
separate entity.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is amended and supplemented to add the
following exhibits:
(d)(11) Press release dated December 14, 1998.
(d)(12) Notice of Merger dated December 14, 1998.
(d)(13) Letter of Transmittal dated December 14, 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: December 14, 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
CITIZENS CORPORATION
By: /s/ Edward J. Parry, III
----------------------------------------------
Name: Edward J. Parry, III
Title: Vice President, Treasurer and
Chief Financial Officer
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* On December 14, 1998, Citizens Acquisition Corporation merged with and into
Citizens Corporation and, as a result of such merger, ceased to exist as a
separate entity.
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EXHIBIT INDEX
Exhibits
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(d)(11) Press release dated December 14, 1998.
(d)(12) Notice of Merger dated December 14, 1998.
(d)(13) Letter of Transmittal dated December 14, 1998.
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ALLMERICA FINANCIAL CORPORATION ANNOUNCES COMPLETION OF
ACQUISITION OF CITIZENS CORPORATION
WORCESTER, Massachusetts, December 14, 1998 -- Allmerica Financial
Corporation (NYSE: AFC) today announced that it has acquired all shares of
common stock of Citizens Corporation not purchased pursuant to its tender offer,
through the merger of its wholly owned subsidiary, Citizens Acquisition Corp.,
with and into Citizens Corporation at a price of $33.25 per share. The merger
became effective as of December 14, 1998. As a result of the merger, Citizens
Corporation is now a wholly owned subsidiary of Allmerica.
Pursuant to the terms of the merger, each issued and outstanding Citizens
Corporation share held by shareholders of record immediately prior to the
effective time of the merger (other than shares held by Allmerica affiliates)
has been converted in the merger into the right to receive $33.25 in cash.
Shares held in Citizens Corporation's treasury and shares held by Allmerica
affiliates have been canceled and cease to exist as a result of the merger.
Holders of Citizens Corporation shares who did not tender all their shares
pursuant to the offer will receive information from Citizens Corporation setting
forth the procedures to be followed in order to either receive the merger
consideration of $33.25 per share or exercise appraisal rights.
Allmerica Financial Corporation is the holding company for a diversified
group of insurance and financial services companies, including Citizens, and
is based in Worcester, Mass.
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Exhibit (d)(12) to 13E-3
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF
CITIZENS CORPORATION
SURRENDERED FOR
$33.25 PER SHARE CASH PAYMENT
THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, SIGNED AND SUBMITTED,
TOGETHER WITH YOUR CERTIFICATE(S) FORMERLY REPRESENTING SHARES OF COMMON STOCK
OF CITIZENS CORPORATION TO:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(THE "PAYING AGENT")
DELIVERY OF THIS LETTER OF TRANSMITTAL WILL NOT CONSTITUTE A
VALID DELIVERY UNLESS DELIVERED TO THE PAYING AGENT AT THE
ADDRESS SPECIFIED BELOW:
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By Hand: By Overnight Courier: By Mail:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
c/o Securities Transfer and Suite 4680-CIT Suite 4660-CIT
Reporting Services Inc. 14 Wall Street, 8th Floor P.O. Box 2569
100 William Street, Galleria New York, NY 10005 Jersey City, NJ 07303-2569
New York, NY 10038
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The undersigned acknowledges notice of the merger of Citizens Acquisition
Corporation (the "Purchaser") with and into Citizens Corporation ("Citizens"),
and encloses herewith and surrenders the following described share
certificate(s) (the "Share Certificates") formerly representing shares of Common
Stock, par value $.01 per share, of Citizens (the "Shares"), for the purpose of
exchanging each such Share for $33.25 in cash, without interest:
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DESCRIPTION OF SHARES SUBMITTED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
SHARE CERTIFICATE(S) AND SHARE(S) TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY)
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SHARE NUMBER OF SHARES
CERTIFICATE REPRESENTED
NUMBER(S)* BY CERTIFICATES*
TOTAL SHARES:
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In accordance with the Offer to Purchase dated November 2, 1998 (the "Offer to
Purchase") and the Supplement thereto dated November 17, 1998 (the
"Supplement"), the undersigned hereby surrenders the Share Certificates
described above to the Paying Agent in exchange for $33.25 per Share, net to the
seller in cash, without interest, subject to applicable withholding taxes.
Payment is subject to the terms and conditions set forth in the Offer to
Purchase, the Supplement, and in this Letter of Transmittal. Upon surrender to
the Paying Agent of a duly endorsed Share Certificate, together with this Letter
of Transmittal, properly completed and duly executed, and any signature
guarantees or other documents required thereby, each holder of a Share
Certificate will receive, in exchange for each Share represented thereby, $33.25
in cash, without interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares described
above, and that the Purchaser will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and that none of such Shares will be subject to any adverse claim.
The undersigned, upon request, shall execute and deliver any signature
guarantees or additional documents deemed by the Paying Agent to be necessary or
desirable to complete the transfer of the Shares tendered.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
The undersigned hereby transfers to the Purchaser all rights, title and
interest in and to all the Shares that are being submitted herewith.
Unless otherwise indicated herein under "Special Payment Instructions," please
issue the check for $33.25 in respect of any Share Certificates submitted in the
name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check to the undersigned to the
address(es) of the registered holder(s) appearing under "Description of Shares
Submitted." In the event that either the Special Delivery Instructions or the
Special Payment Instructions are completed, please issue the check in the
name(s) of, and/or mail the check to, the person(s) so indicated.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
You are hereby authorized and instructed to make the payment of $33.25 per
Share, without interest, due pursuant to the Offer to Purchase and the
Supplement thereto, the right of which is evidenced by the enclosed Share
Certificate(s), by forwarding a check payable to the undersigned to the address
indicated above, unless instructed in the following boxes.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, AND 6) (SEE INSTRUCTIONS 4 AND 6)
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To be completed ONLY if the check for the To be completed ONLY if the check for cash
cash payment is to be ISSUED in the name(s) of payment is to be MAILED to someone other than
someone other than the registered holder(s) the undersigned, or to the undersigned at an
appearing above under "Description of Share address other than that shown under "Description
Certificates Surrendered". of Share Certificates Surrendered" or, if the box
immediately to the left is filled in, other than to
the address appearing therein.
Issue to: Mail to:
________________________________________ ________________________________________
Name(s) (Please Print) Name(s) (Please Print)
________________________________________ ________________________________________
________________________________________ ________________________________________
Address Address
________________________________________ ________________________________________
(Include Zip Code) (Include Zip Code)
________________________________________
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
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STOCKHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9)
_______________________________________________________________________________
_______________________________________________________________________________
SIGNATURE(S) OF STOCKHOLDER(S)
(Must be signed by registered holder(s) as name(s) appear(s) on share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or any other person acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 4.)
PLEASE PRINT OR TYPE
Name(s)________________________________________________________________________
_______________________________________________________________________________
(Please Print or Type)
Capacity (Full Title)__________________________________________________________
Address________________________________________________________________________
(Include Zip Code)
Area Code and
Telephone Number (Home)________________________________________________________
Area Code and
Telephone Number (Business)____________________________________________________
Tax Identification or
Social Security Number_________________________________________________________
(Complete Substitute Form W-9 Below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 4)
Authorized
Signature______________________________________________________________________
Name___________________________________________________________________________
(PLEASE PRINT OR TYPE)
Full Title_____________________________________________________________________
Name of Firm___________________________________________________________________
Address________________________________________________________________________
_______________________________________________________________________________
Area Code and
Telephone Number_______________________________________________________________
Dated: ______________________ , 1998
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INSTRUCTIONS FOR SURRENDERING SHARE CERTIFICATES FORMERLY REPRESENTING
SHARES OF COMMON STOCK OF CITIZENS CORPORATION FOR $33.25 IN CASH
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a participant in the Security Transfer Agents Medallion
Program or any other "eligible guarantor institution" as defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (each, an "Eligible
Institution"), unless this Letter of Transmittal is signed by the registered
holder(s) of Shares tendered hereby and such holder(s) has (have) not completed
either the box entitled "Special Delivery Instructions" or the box entitled
"Special Payment Instructions" on this Letter of Transmittal. See Instruction 4.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. The method of delivery of this Letter of Transmittal,
Shares and all other required documents, is at the option and risk of the
tendering stockholder and the delivery will be deemed made only when actually
received by the Paying Agent. If delivery is by mail, it is recommended that
such certificates and documents be sent by registered mail, properly insured,
with return receipt requested. In all cases, sufficient time should be allowed
to insure timely delivery.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares tendered should be listed on a separate signed schedule and attached
hereto.
4. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Share Certificate(s) without alteration, enlargement
or any change whatsoever. If any of the Shares tendered hereby are held of
record by two or more persons, all such persons must sign this Letter of
Transmittal.
If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares evidenced by Share Certificates listed and transmitted hereby, no
endorsements of Share Certificates or separate stock powers are required unless
payment is to be made to a person other than the registered holder(s), in which
case signatures on such certificates and stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names of
the registered holder or holders appear(s) on the Share Certificate(s).
Signatures on such Share Certificate(s) or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any Share Certificates or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Paying Agent of such person's authority so to act must be
submitted.
5. Stock Transfer Taxes. Except as set forth in this Instruction 5, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the surrender of any Shares to it. If, however, the payment is to be made to
any person other than the registered holder(s), or if a transfer tax is imposed
for any reason other than the submission of Share Certificates to the Paying
Agent, the amount of any stock transfer taxes (whether imposed on
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the registered holder(s) or such other person) payable on account of the
transfer to such person will be deducted from the $33.25 unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER OF
TRANSMITTAL.
6. Special Payment and Delivery Instructions. If a check issued for
payment for Shares tendered hereby is to be issued in the name of a person other
than the person(s) signing this Letter of Transmittal or if such check is to be
sent to someone other than the signer above, or to the signer above but at an
address other than that shown in the box entitled "Description of Shares
Tendered" on the first page hereof, the appropriate boxes on this Letter of
Transmittal should be completed.
7. Request for Assistance or Additional Copies. Requests for assistance
may be directed to, or additional copies of this Letter of Transmittal may be
obtained from, the Paying Agent at the telephone number set forth below.
8. Substitute Form W-9. The tendering stockholder is required to provide
the Paying Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's Social Security Number or Employer Identification
Number, on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify, under penalties of perjury, whether he or
she is subject to backup withholding of federal income tax. If a tendering
stockholder is subject to backup withholding, he or she must cross out item (2)
of the Certification Box on Substitute Form W-9. Failure to provide the
information on Substitute Form W-9 may subject the tendering stockholder to 31%
federal income tax withholding on the payment of the purchase price. If the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, he or she should write
"Applied For" in the space provided for the TIN in Part I, sign and date the
Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I and the Paying
Agent is not provided with a TIN within 60 days, the Paying Agent will withhold
31% of payments for surrendered Shares thereafter until a TIN is provided to the
Paying Agent.
9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a
Share Certificate whose certificate(s) has been mutilated, lost, stolen or
destroyed should call the Paying Agent at 1-800-317-4454.
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IMPORTANT TAX INFORMATION
Under federal tax law, a stockholder whose Shares are surrendered for payment
is required to provide the Paying Agent (as payor) with such stockholder's
correct TIN on Substitute Form W-9 below. If such stockholder is an individual,
the TIN is such stockholder's Social Security Number. If the Paying Agent is not
provided with the correct TIN or an adequate basis for exemption, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect to
Shares may be subject to backup withholding.
Certain stockholders (including, among others, certain corporations and
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit an IRS Form W-8, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Paying Agent. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Paying Agent is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder with
respect to any Share Certificates, the stockholder is required to notify the
Paying Agent of his or her correct TIN by completing the Substitute Form W-9
contained herein, certifying that the TIN provided on the Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and that (1) the
stockholder is exempt from backup withholding, (2) the stockholder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of failure to report all interest or dividends, or (3)
the Internal Revenue Service has notified the stockholder that he or she is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE PAYING AGENT
The stockholder is required to give the Paying Agent the Social Security
Number or Employer Identification Number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, he or she should
write "Applied For" in the space provided for the TIN in Part I, sign and date
the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I and the Paying
Agent is not provided with a TIN within 60 days, the Paying Agent will withhold
31% of all payments of the purchase price until a TIN is provided to the Paying
Agent.
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PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS PAYING AGENT
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Social Security or Employee
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE Identification Number
BOX AT RIGHT AND CERTIFY BY SIGNING AND
FORM W-9 DATING BELOW.
DEPARTMENT OF ___________________________
THE TREASURY __________________________________
INTERNAL REVENUE NAME (PLEASE PRINT) (If awaiting TIN
SERVICE write "applied for")
__________________________________
ADDRESS
__________________________________
CITY STATE ZIP
CODE
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PART II -- For Payees NOT subject to backup withholding, see the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 and complete as instructed therein.
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
1. The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), and
2. I am not subject to backup withholding because either (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I
am subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because of underreporting interest
or dividends on your tax return. However, if after being notified by the IRS that you were
subject to backup withholding you received another notification from the IRS that you are
no longer subject to backup withholding, do not cross out item (2). (Also see instructions
in the enclosed Guidelines.)
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Signature: _________________________________________________________________ Dated: _________________, 1998
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.
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PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS PAYING AGENT
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
Signatures:_______________________________ Dated:_________________
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Exhibit (d)(13) to 13E-3
NOTICE OF MERGER
OF
CITIZENS ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
ALLMERICA FINANCIAL CORPORATION
INTO
CITIZENS CORPORATION
To Holders of Shares of Common
Stock of Citizens Corporation:
MERGER NOTIFICATION
Pursuant to Sections 253 and 262 of the Delaware General Corporation Law,
notice is hereby given that the merger (the "Merger") of Citizens Acquisition
Corporation, a Delaware corporation ("Purchaser"), into Citizens Corporation, a
Delaware corporation ("Citizens"), became effective on December 14, 1998. The
Purchaser was the owner of more than 90% of the common stock of Citizens
outstanding immediately prior to the Merger and, accordingly, under applicable
Delaware law, no further action was required by stockholders of Citizens for the
Merger to become effective. The Purchaser is an indirect wholly owned
subsidiary of Allmerica Financial Corporation.
Under the terms and conditions of the Offer to Purchase dated November 2,
1998 and the Supplement thereto dated November 17, 1998 (which, together with
the related Letter of Transmittal and Revised Letter of Transmittal,
constituted the "Offer") and the Certificate of Ownership and Merger dated
December 14, 1998 pursuant to which the Merger was accomplished, each share of
Common Stock, $.01 par value per share (collectively, the "Shares"), of Citizens
(other than Shares held by the Purchaser or by persons who properly exercise
appraisal rights, as described below) were converted into the right to receive,
and each holder of Shares on the effective date of the Merger is entitled to
receive as a result of the Merger, $33.25 net to such holder in cash, without
interest, for each Share owned by such holder, payable upon the surrender of
such holder's certificate(s) representing his or her Shares. The Purchaser paid
this same amount per Share to holders who tendered Shares pursuant to its
recently concluded cash tender offer for all outstanding Shares.
All of the outstanding Shares have been automatically canceled as a result
and by virtue of the Merger, and holders of Shares no longer have any rights
with respect to such Shares other than (i) a right as former stockholders of
Citizens to receive $33.25 for each Share, or (ii) a right to dissent from the
Merger and obtain an appraisal of such Shares under applicable Delaware law (see
below).
Citizens stock transfer books were closed effective on December 14, 1998 at
the time of the Merger. Accordingly, certificates representing Shares should
not be sent to First Chicago Trust
<PAGE>
Company of New York as Citizens transfer agent for registration of transfer, but
should be sent to First Chicago Trust Company of New York, as Paying Agent (the
"Paying Agent"), as described below.
IMPORTANT: HOLDERS OF SHARES WILL NOT RECEIVE ANY PAYMENT FOR THEIR SHARES
UNLESS AND UNTIL THEY DELIVER A LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND
DULY EXECUTED, TO THE PAYING AGENT, TOGETHER WITH THE CERTIFICATES REPRESENTING
THEIR SHARES AND ANY OTHER REQUIRED DOCUMENTS AS DESCRIBED BELOW. NO INTEREST
WILL BE PAID ON AMOUNTS DUE FOR SHARES.
PAYMENT PROCEDURE
In order to obtain payment of $33.25 in cash for each Share held by you,
you must deliver or mail your certificate(s) representing such Shares, together
with the enclosed Letter of Transmittal, duly and properly completed and signed,
and any other documents required by such Letter of Transmittal, to the Paying
Agent at one of the following addresses:
<TABLE>
<CAPTION>
<S> <C> <C>
By Mail: By Overnight Mail: By Hand:
- ---------------------------- ------------------------- ----------------------------
First Chicago Trust First Chicago Trust First Chicago Trust
Company of New York Company of New York Company of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660-CIT Suite 4680-CIT c/o Securities Transfer and
P.O. Box 2569 14 Wall Street, 8th Floor Reporting Services Inc.
Jersey City, NJ 07303-2569 New York, NY 10005 100 William Street, Galleria
New York, NY 10038
</TABLE>
Please read and follow carefully the instructions contained in the Letter
of Transmittal. A Letter of Transmittal addressed to the Paying Agent is
enclosed for your convenience. THE METHOD OF DELIVERY OF CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE PAYING AGENT IS AT THE ELECTION
AND RISK OF THE TRANSMITTING STOCKHOLDER. NEVERTHELESS, IN ORDER TO PROTECT
AGAINST LOSS, IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
You should note that no payment will be made to you until you surrender the
certificate or certificates representing your Shares to the Paying Agent. In
the event that you have lost such certificate or certificates, you should
contact the Paying Agent regarding the procedures you must follow to obtain the
$33.25 per Share payment.
If you have any questions concerning the instructions for surrendering
Shares, please call the Paying Agent at (800) 317-4454.
2
<PAGE>
APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS
Holders of record of Shares who comply with statutory requirments and have
not voted in favor of or consented to the Merger are entitled under the
provisions of Section 262 of the Delaware General Corporation Law, as an
alternative to receiving the $33.25 cash payment described above, to seek an
appraisal by a Delaware state court of the fair value of their Shares and to
receive a payment equal to such appraised value, which pursuant to Section 262
will be the "fair value exclusive of any element of value arising from the
accomplishment or expectation of the merger." Such appraised value may be
greater than, the same as, or less than, the $33.25 per Share which holders are
entitled to receive pursuant to the Merger.
To exercise his or her appraisal rights, a stockholder must strictly comply
with the procedures set forth in Section 262 of the Delaware General Corporation
Law and is urged to consult his or her legal advisor before electing or
attempting to exercise such appraisal rights. The full text of Section 262 is
set forth in Exhibit A to this Notice of Merger. Among other things, should
record holders of Shares decide to perfect their rights of appraisal in respect
of such Shares, such holders must mail or deliver to Citizens Corporation, 440
Lincoln Street, Worcester, MA 01653, Attention: Charles F. Cronin, a written
demand for appraisal WHICH MUST BE RECEIVED BY THE COMPANY WITHIN 20 DAYS AFTER
DECEMBER 14, 1998, THE DATE OF MAILING OF THIS NOTICE.
From and after the effectiveness of the Merger, Citizens' stockholders will
not be entitled to vote their Citizens Common Stock for any purpose and will not
be entitled to receive payment of dividends or other distributions in respect of
such Citizens Common Stock payable to stockholders of record thereafter.
Citizens Corporation
December 14, 1998
3
<PAGE>
EXHIBIT A
SECTION 262 OF THE DELAWARE GENERAL
CORPORATION LAW
APPRAISAL RIGHTS
(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to the provisions of subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with the provisions of subsection (d) of this Section and who
has neither voted in favor of the merger or consolidation nor consented thereto
in writing pursuant to Section 228 of this Chapter shall be entitled to an
appraisal by the Court of Chancery of the fair value of his shares of stock
under the circumstances described in subsections (b) and (c) of this Section. As
used in this Section, the word "stockholder" means a holder of record of stock
in a stock corporation and also a member of record of a non-stock corporation;
the words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a non-stock
corporation; and the words "depository receipt" mean a receipt of other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series
of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Sections 251 (other than a corporation which has in its
certificate of incorporation the provision required by subsection (g)(7)(i) of
Section 251 of this title), 252, 254, 257, 258, 263 or 264 of this Chapter.
(1) Provided, however, that no appraisal rights under this Section shall be
available for the shares of any class or series of stock which stock, or
depositary receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;
and further provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving
corporation as provided in subsections (f) or (g) of Section 251 of this
Chapter.
(2) Notwithstanding the provisions of subsection (b)(1) of this Section,
appraisal rights under this section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders thereof are
required by the terms of an agreement of merger or consolidation pursuant to
Sections 251, 252, 254, 257, 258, 263 and 264 of this Chapter to accept for such
stock anything except: (i) shares of stock of the corporation surviving or
resulting from such merger or consolidation, or depository receipts in respect
thereof; (ii) shares of stock of any other corporation, or depository receipts
in respect thereof, which at the effective date of the merger or consolidation
will be either listed on a national securities exchange or designated as a
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more than 2,000
stockholders; (iii) cash in lieu of fractional shares or fractional depository
receipts described in the foregoing clauses (i) and (ii); or (iv) any
combination of the shares of stock, depository receipts and cash in lieu of
fractional shares, or fractional depository receipts described in the foregoing
clauses (i), (ii) and (iii) of this subsection.
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<PAGE>
(3) In the event all of the stock of a subsidiary Delaware corporation party
to a merger effected under Section 253 of this Chapter is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall be
available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this Section, including those set forth in subsections (d) and
(e), shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this Section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations, and shall include in such notice
a copy of this Section. Each stockholder electing to demand the appraisal of his
shares shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to demand
the appraisal of his shares. A proxy or vote against the merger or consolidation
shall not constitute such a demand. A stockholder electing to take such action
must do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation who
has complied with the provisions of this subsection and has not voted in favor
of or consented to the merger or consolidation of the date that the merger or
consolidation has become effective; or
(2) If the merger or consolidation was approved pursuant to (S)228 or (S)253
of this title, each constituent corporation, either before the effective date of
the merger or consolidation or within ten days thereafter, shall notify each of
the holders of any class or series of stock of such constituent corporation who
are entitled to appraisal rights of the approval of the merger or consolidation
and that appraisal rights are available for any or all shares of such class or
series of stock of such constituent corporation, and shall include in such
notice a copy of this section; provided that, if the notice is given on or after
the effective date of the merger or consolidation, such notice shall be given by
the surviving or resulting corporation to all such holders of any class or
series of stock of a constituent corporation that are entitled to appraisal
rights. Such notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify such stockholders of the effective
date of the merger or consolidation. Any stockholder entitled to appraisal
rights may, within twenty days after the date of mailing of such notice, demand
in writing from the surviving or resulting corporation the appraisal of such
holders' shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of such holder's shares. If such notice did not
notify stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders of
any class or series of stock of such constituent corporation that are entitled
to appraisal rights of the effective date of the merger or consolidation or
(ii) the surviving or resulting corporation shall send such second notice to all
such holders on or within 10 days after such effective date; provided, however,
that if such second notice is sent more than 20 days following the sending of
the first notice, such second notice need
A-2
<PAGE>
only be sent to each stockholder who is entitled to appraisal rights and who has
demanded appraisal of such holder's shares in accordance with this subsection.
An affidavit of the secretary or assistant secretary or of the transfer agent of
the corporation that is required to give either notice that such notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or, within 10
days after expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addressed therein stated. Such notice
shall also be given by one or more publications at least one week before the day
of the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with the provisions of this Section and who have
become entitled to appraisal rights. The Court may require the stockholders who
have demanded an appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any
stockholder fails to comply with such direction, the Court may dismiss the
proceedings as to such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and
A-3
<PAGE>
may proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on the
list filed by the surviving or resulting corporation pursuant to subsection (f)
of this Section and who has submitted his certificates of stock to the Register
in Chancery, if such is required, may participate fully in all proceedings until
it is finally determined that he is not entitled to appraisal rights under this
Section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and in the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any other state.
(j) The costs of the proceeding may be determined by the Court and taxed upon
the parties as the Court deems equitable in the circumstances. Upon application
of a stockholder, the Court may order all or a portion of the expenses incurred
by any stockholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorney's fees and the fees and expenses of
experts, to be charged pro rata against the value of all of the shares entitled
to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this Section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this Section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.
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