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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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CITIZENS CORPORATION
(NAME OF SUBJECT COMPANY)
CITIZENS CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
01-174533 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES A. COTTER, JR.
CHAIRMAN OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
CITIZENS CORPORATION
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
DANIEL S. STERNBERG, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company to which this Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") relates is Citizens
Corporation, a Delaware corporation (the "Company"), and the address of its
principal executive offices is 440 Lincoln Street, Worcester, Massachusetts
01653. The title of the class of equity securities to which this Schedule 14D-
9 relates is the Company's common stock, par value $0.01 per share (shares of
such common stock are referred to herein as the "Shares"). The Shares are
listed on the New York Stock Exchange under the symbol "CZC."
ITEM 2. TENDER OFFER OF THE BIDDER.
This Schedule 14D-9 relates to a tender offer by Citizens Acquisition
Corporation, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Allmerica Financial Corporation, a Delaware corporation ("AFC"),
to purchase all of the outstanding Shares not owned by AFC or its subsidiaries
(the "Public Shares"). The offer is being made at a price of $33.25 per Share,
net to the seller in cash, without interest (the "Revised Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 2, 1998, as amended by a press release issued on November 16,
1998 and a supplement dated November 17, 1998 (the "Offer to Purchase"), and
the related Letter of Transmittal (which together constitute the "Offer").
According to the Offer to Purchase, immediately prior to making the Offer,
AFC, through certain of its wholly owned subsidiaries, owned approximately 83%
of the outstanding Shares.
The Purchaser and AFC filed a Rule 13e-3 Transaction Statement and a related
Tender Offer Statement on Schedule 14D-1 on November 2, 1998. According to the
Offer to Purchase, the Purchaser is making the Offer for the purpose of
acquiring at least that number of Shares (the "Minimum Number") which,
together with the Shares already owned by AFC or its subsidiaries, would
constitute at least 90% of the outstanding Shares. The consummation of the
Offer is conditioned, subject to waiver, on at least the Minimum Number of
Shares being validly tendered and not withdrawn in the Offer. Consummation of
the Offer is not conditioned on the approval or recommendation of the Offer by
the Board of Directors of the Company (the "Board of Directors") or the
Special Committee (as defined below).
The Offer to Purchase states that following acquisition of at least the
Minimum Number of Shares pursuant to the Offer, the Purchaser and AFC plan to
effect a "short-form merger" under Section 253 of the General Corporation Law
of the State of Delaware (the "DGCL"), pursuant to which the Purchaser will be
merged with and into the Company without any action by the Board of Directors
or its stockholders (the "Merger," and together with the Offer, the
"Transaction"). According to the Offer to Purchase, the Purchaser has approved
the consummation of the Merger subject to certain conditions, including the
acquisition of at least the Minimum Number of Shares. The Offer to Purchase
states that at the effective time of the Merger (the "Effective Time"), each
Share that is issued and outstanding immediately prior to the Effective Time
(other than Shares held in the treasury of the Company, by AFC or its
subsidiaries, or by stockholders who shall have demanded and perfected
appraisal rights under Section 262 of the DGCL) would be canceled and
converted automatically into the right to receive the Revised Offer Price in
cash, or any higher price paid per Share pursuant to the Offer, without
interest.
According to the Offer to Purchase, following consummation of the Merger,
the Purchaser would cease to exist and the Company would continue as the
surviving corporation (the "Surviving Corporation") and a wholly owned
subsidiary of AFC. The address of the principal executive offices of the
Purchaser and AFC, as set forth in the Offer to Purchase, is 440 Lincoln
Street, Worcester, Massachusetts 01653.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Company, which is the person filing
this Schedule 14D-9, are set forth in Item 1 above. Pursuant to resolutions of
the Board of Directors, dated October 27, 1998, a special committee of the
Board of Directors, consisting of James A. Cotter, Jr., Neal J. Curtin and
Dona Scott Laskey (the "Special Committee"), was established to review,
evaluate, and, if advisable, negotiate on behalf of the Company with respect
to, the Offer. The Board of Directors authorized the Special Committee to make
a
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recommendation with respect to the Offer and to file this Schedule 14D-9 on
behalf of the Company. The resolutions of the Board of Directors, dated
October 27, 1998, have been filed with the Securities and Exchange Commission
(the "Commission") as Exhibit 1 hereto.
(b) Except as described or incorporated by reference in this Item 3(b), to
the knowledge of the Special Committee, as of the date hereof, there are no
material contracts, agreements, arrangements or understandings, or any actual
or potential conflicts of interest, between the Company or its affiliates and
(1) the Company or its executive officers, directors or affiliates, or (2) the
Purchaser, AFC or their executive officers, directors or affiliates.
Agreements and Arrangements with Executive Officers and
Directors. Information with respect to certain contracts, agreements,
arrangements or understandings between the Company and its affiliates, on the
one hand, and certain of the Company's directors and executive officers, on
the other hand, is set forth in the Company's Proxy Statement, dated March 31,
1998, for its Annual Meeting of Stockholders held on May 12, 1998 (the "Proxy
Statement"). The Proxy Statement has been filed with the Commission as Exhibit
2 hereto, and pages one through nine thereof are incorporated herein by
reference.
AFC's Control of the Company. The Company was formed in 1993 by AFC as a
holding company for Citizens Insurance Company of America, a Michigan
insurance company. In March and April of 1993, the Company issued an aggregate
of 6,981,600 Shares in its initial public offering, as a result of which,
approximately 19% of the outstanding Shares became publicly held. Since 1991,
as described below, the management and operations of the Company and other
subsidiaries of AFC have been combined in part. According to the Offer to
Purchase, as a result of the repurchase of Shares by the Company, AFC, through
its wholly owned subsidiaries First Allmerica Financial Life Insurance Company
("FAFLIC"), SMA Financial Corp., Allmerica Property & Casualty, Inc. and the
Hanover Insurance Company, owned approximately 83% of the outstanding Shares
immediately prior to making the Offer.
Contracts, Agreements and Arrangements between the Company and AFC. As a
subsidiary of AFC, the Company has entered into various contracts, agreements
and arrangements with AFC and its subsidiaries. The Special Committee has been
informed by AFC that certain employees of the Company have assisted AFC and
the Purchaser with respect to the Transaction, primarily by providing
information concerning the Company for the preparation of the Offer to
Purchase in compliance with the requirements of the Securities and Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.
According to the Offer to Purchase, no employee of the Company has, or will,
receive any additional or separate compensation for such services.
The Company is a party to a Consolidated Service Agreement among AFC and its
subsidiaries under which FAFLIC and other AFC subsidiaries provide management,
technological, administrative and other services, as well as office space, to
the Company and its subsidiaries. The Company and its subsidiaries were
charged approximately $20.5 million, $13.3 million and $9.7 million by certain
affiliates of AFC for services rendered under this agreement during 1997, 1996
and 1995, respectively. These charges amounted to approximately $30.5 million
and $8.4 million for the six months ended June 30, 1998 and 1997,
respectively. Prior to 1998, services were charged to the Company under this
agreement based on either (1) the low end of market prices when reasonably
available, or (2) the "full cost" of providing those services plus 10%. "Full
cost" is defined as direct chargeable costs plus assigned overhead costs, as
determined in accordance with the agreement. The 10% surcharge was intended to
cover other direct and indirect costs that were not specifically identifiable
and were not cost-effective to measure. Since January 1, 1998, services
provided under the Consolidated Service Agreement have been charged to the
Company based on "full cost," without surcharge. The Board of Directors has
approved the Consolidated Service Agreement and periodically reviews the
dollar amount of charges from other subsidiaries of AFC. The Consolidated
Service Agreement has been filed with the Commission as Exhibit 14 hereto.
Beginning in 1996, AFC and the Company's computer data centers were
consolidated under FAFLIC. This resulted in the increase in total intercompany
charges to the Company from 1995 to 1996. Beginning in 1997,
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certain other functions, such as accounting, internal audit, tax management,
cash management, human resource management and facilities management, which
had been performed independently by the Company, were consolidated and managed
by AFC. This resulted in the increase in total intercompany charges to the
Company from 1996 to 1997.
On January 1, 1998, all employees of the Company became employees of FAFLIC
under a single employer arrangement for AFC and its subsidiaries. In
conjunction with this transition, AFC and the Company consolidated certain
additional functions which had been performed independently by the Company,
including technology, claims, customer service, premium billing, training,
printing and mail. Accordingly, these services are now charged to the Company
by FAFLIC in accordance with the Consolidated Service Agreement, resulting in
an increase in total charges from 1997 to 1998. However, under the single
employment arrangement, the costs related to the majority of former Company
employees are absorbed directly by the Company, and are not reflected in the
intercompany charges summarized above.
Additional Interests of Certain Directors and Executive Officers of the
Company. Certain members of the Board of Directors and certain senior
executive officers of the Company have additional interests which may present
them with actual or potential conflicts of interest in connection with the
Transaction. Four of the seven members of the Board of Directors, Messrs. May,
McAuliffe, O'Brien and Simonsen, are currently members of the Board of
Directors of AFC or are officers of AFC, and certain of the Company's senior
executive officers are also officers of AFC. Mr. O'Brien, Chairman of the
Board of Directors, President and Chief Executive Officer of the Company, is
Chief Executive Officer, President and a director of AFC. Such persons are
expected to retain their respective positions at AFC following consummation of
the Merger. For more information see pages one through four of the Proxy
Statement, which are incorporated herein by reference, and Appendix A to the
Offer to Purchase. The members of the Special Committee have no affiliation
with AFC, except as directors of the Company.
In addition, certain of the Company's directors and senior executive
officers own Shares and/or shares of AFC common stock. Information regarding
share ownership is set forth on page five of the Proxy Statement and is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(A)(1) THE RECOMMENDATION OF THE SPECIAL COMMITTEE.
THE SPECIAL COMMITTEE HAS UNANIMOUSLY DETERMINED THAT THE OFFER IS FAIR TO
AND IN THE BEST INTERESTS OF THE HOLDERS OF PUBLIC SHARES. ACCORDINGLY, THE
SPECIAL COMMITTEE UNANIMOUSLY RECOMMENDS THAT HOLDERS OF PUBLIC SHARES ACCEPT
THE OFFER AND TENDER THEIR SHARES.
(A)(2) BACKGROUND OF THE RECOMMENDATION.
AFC issued a press release regarding its intention to commence the Offer at
the original offer price of $29.00 per Share (the "Initial Offer Price") on
October 27, 1998.
On October 27, 1998, at a regularly scheduled meeting of the Board of
Directors, executive officers of AFC advised the Board of Directors that AFC
intended to commence the Offer. In contemplation of the Offer, the Board of
Directors established the Special Committee, consisting of independent
directors James A. Cotter, Jr., Neal J. Curtin and Dona Scott Laskey, to
review, evaluate, and, if advisable, negotiate on behalf of the Company with
respect to, the Offer. The Board of Directors also authorized the Special
Committee to make a recommendation with respect to the Offer and to file this
Schedule 14D-9 on behalf of the Company. Ms. Laskey and Messrs. Cotter and
Curtin are the only members of the Board of Directors who have not served as
officers, directors or employees of AFC or any of its subsidiaries other than
the Company.
Following the October 27, 1998 meeting of the Board of Directors, the
Special Committee convened and elected Mr. Cotter as its Chairman. After
interviewing a number of law firms over several days, the Special Committee
unanimously decided to retain Cleary, Gottlieb, Steen & Hamilton as the legal
advisor to the Special Committee ("Cleary Gottlieb").
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On November 2, 1998, AFC and Purchaser commenced the Offer at the Initial
Offer Price.
The Special Committee met on November 2, 1998 to discuss their duties under
applicable law with Cleary Gottlieb and to select an investment banking firm
to serve as financial advisor to the Special Committee. After interviewing
four investment banking firms, the Special Committee unanimously decided to
retain Merrill Lynch & Co. ("Merrill Lynch") to provide financial advice to
the Special Committee in connection with the Offer and render its opinion (the
"Opinion") as to whether or not the consideration to be received by the Public
Shareholders in the Offer was adequate or fair, as applicable, to the holders
of Public Shares (the "Public Shareholders") from a financial point of view.
See Item 5 below for a description of the terms of Merrill Lynch's engagement.
During the week of November 2, 1998, Merrill Lynch conducted a due diligence
review with respect to the Company and the Offer. For further information
regarding Merrill Lynch's due diligence review, see Item 4(b) below under the
caption "Opinion of Financial Advisor to the Special Committee."
On November 3, 1998, the Special Committee issued a press release urging
Public Shareholders to take no action with respect to the Offer. The press
release has been filed with the Commission as Exhibit 6 hereto.
On November 7, 1998, the Special Committee held a meeting attended by
representatives of Merrill Lynch and Cleary Gottlieb. At the meeting,
representatives of Merrill Lynch summarized the results of their due diligence
review and presented certain preliminary valuation and financial analyses they
had performed with respect to the Company and the Shares. The Merrill Lynch
representatives indicated that although they were not yet prepared to render a
formal opinion regarding the Initial Offer Price, and additional analyses
would be required before they were in a position to do so, they had reached a
preliminary conclusion, based on the valuation and financial analyses
performed to date, that the Initial Offer Price was inadequate from a
financial point of view. Representatives of Cleary Gottlieb then discussed the
duties of the Special Committee under applicable law in light of Merrill
Lynch's preliminary conclusion. Following further discussion of these matters,
the Special Committee came to a preliminary conclusion that the Initial Offer
Price was not fair to or in the best interests of the Public Shareholders and
requested that representatives of Merrill Lynch communicate the preliminary
conclusions of Merrill Lynch and the Special Committee to representatives of
AFC and Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisor to AFC.
The Special Committee also requested that Merrill Lynch, on behalf of the
Special Committee, request that AFC consider increasing the offer price and
amending the Offer so that AFC's ability to consummate the Offer would be
conditioned on the valid tender of a majority of the Public Shares (the
"Majority of Minority Condition").
On November 8, 1998, representatives of Merrill Lynch contacted a
representative of AFC. The AFC representative indicated that AFC was unlikely
to amend the Offer to include the Majority of Minority Condition.
Representatives of Merrill Lynch and AFC agreed to exchange certain of their
valuation analyses and supporting data and to hold additional discussions in
the coming days.
On November 9, November 10, and November 11, 1998, representatives of
Merrill Lynch and Goldman Sachs exchanged information and discussed the
methodologies and assumptions underlying certain of their valuation and
financial analyses. During these conversations no specific revised offer price
or range of revised offer prices were proposed. Representatives of Merrill
Lynch reviewed the results of these conversations with the members of the
Special Committee and representatives of Cleary Gottlieb in several
conversations on those dates.
On November 11, 1998, the Special Committee held a meeting attended by
representatives of Merrill Lynch and Cleary Gottlieb. Representatives of
Merrill Lynch reviewed certain further preliminary valuation and financial
analyses they had performed taking into account certain information received
during conversations with AFC and Goldman Sachs. The Special Committee
requested that representatives of Merrill Lynch continue their discussions
with AFC and Goldman Sachs in order to communicate the results of these
additional analyses and to reiterate the request that AFC propose a higher
offer price.
On November 12, 1998, the Special Committee held a meeting attended by
representatives of Merrill Lynch and Cleary Gottlieb. Representatives of
Merrill Lynch stated that they had been informed by representatives of
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Goldman Sachs on behalf of AFC that "AFC is considering increasing its offer
to $30.25 per share subject to acceptance by the Special Committee as to the
fairness of the price offered to the unaffiliated stockholders." The Merrill
Lynch representatives indicated to the Special Committee that although they
were not yet prepared to render a formal opinion regarding a $30.25 price per
Public Share, it was their preliminary conclusion, based on the valuation and
financial analyses performed to date, that such a price, if offered, would be
inadequate from a financial point of view. After discussion, the Special
Committee concluded that a price of $30.25 per Public Share, if offered, would
not be fair to the Public Shareholders and asked that Merrill Lynch
communicate that view to Goldman Sachs.
On November 13, 1998, members of the Special Committee participated in a
teleconference with certain Public Shareholders who previously had requested
an opportunity to state their views regarding the Offer to the Special
Committee. In the course of the teleconference, several Public Shareholders
made statements to the effect that they did not believe that the Initial Offer
Price was fair to the Public Shareholders. The members of the Special
Committee did not make any statement during the teleconference.
On November 13, 1998, representatives of Merrill Lynch informed
representatives of Goldman Sachs that the Special Committee had concluded
that, if offered, a price of $30.25 per Public Share would not be fair to the
Public Shareholders.
On November 14, 1998, the Special Committee held a meeting attended by
representatives of Merrill Lynch and Cleary Gottlieb. Representatives of
Merrill Lynch stated that they had been informed by representatives of Goldman
Sachs on behalf of AFC that AFC may be prepared to increase the offer price to
$32.00 if the Special Committee would conclude that the Offer at such price
was fair to the Public Shareholders. The Merrill Lynch representatives
indicated to the Special Committee that although they were not yet prepared to
render a formal opinion regarding a $32.00 price, it was their preliminary
conclusion, based on the valuation and financial analyses performed to date,
that such a price, if offered, would be inadequate from a financial point of
view. After discussion, the Special Committee concluded that a price of $32.00
per Public Share, if offered, would be inadequate and asked that Merrill Lynch
communicate that view to Goldman Sachs.
Later on November 14, 1998, representatives of Merrill Lynch communicated
the views of the Special Committee and Merrill Lynch regarding a possible
increase in the offer price to $32.00 to representatives of Goldman Sachs.
During the course of the day on November 15 and continuing during November
16, 1998, representatives of Merrill Lynch and Cleary Gottlieb continued to
discuss the terms of the Offer with representatives of Goldman Sachs and Ropes
& Gray, counsel to AFC, and to review the substance of those discussions with
the members of the Special Committee. Such discussions resulted, on November
16, 1998, in an agreement between the Special Committee and AFC that AFC would
amend the Offer to increase the price to be paid in the Offer to $33.25 per
Public Share and the Special Committee would recommend acceptance of the Offer
as so amended to the Public Shareholders. In connection with the Special
Committee arriving at its agreement with AFC, at a meeting of the Special
Committee held on November 16, 1998 attended by representatives of Merrill
Lynch and Cleary Gottlieb, Merrill Lynch presented its financial and valuation
analyses, which had been updated to take into account the completion of its
due diligence investigation of the Company and recent market conditions, and
then rendered its oral opinion to the effect that the Revised Offer Price of
$33.25 per Public Share was fair, from a financial point of view, to the
Public Shareholders.
On November 16, 1998, a tentative settlement was reached in the litigation
brought with respect to the Offer on the assumption that the offer price would
be increased to $33.25. See Item 8 below for more information regarding the
litigation.
On November 16, 1998, AFC and the Company issued a joint press release
announcing the amendment of the Offer and the Special Committee's agreement to
recommend the Offer as so amended to the Public Shareholders. The press
release has been filed with the Commission as Exhibit 7 hereto.
Except for the recommendation made by the Special Committee, no person or
entity, including the legal or financial advisors to the Special Committee, is
making any recommendation to the Public Shareholders in this Schedule 14D-9 as
to whether they should tender Shares in the Offer. Although the Special
Committee has made a recommendation, the adequacy, fairness and acceptability
of the Offer is for each Public Shareholder to decide
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in light of such Public Shareholder's particular circumstances. Consequently,
the Special Committee strongly urges each Public Shareholder to consider all
available information.
(B) REASONS FOR RECOMMENDATION OF THE SPECIAL COMMITTEE; OPINION OF MERRILL
LYNCH.
Reasons for Recommendation of the Special Committee.
AS NOTED ABOVE, THE SPECIAL COMMITTEE HAS UNANIMOUSLY DETERMINED THAT THE
OFFER IS FAIR TO AND IN THE BEST INTERESTS OF THE HOLDERS OF PUBLIC SHARES.
ACCORDINGLY, THE SPECIAL COMMITTEE UNANIMOUSLY RECOMMENDS THAT HOLDERS OF
PUBLIC SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES.
The primary factor considered by the Special Committee in making its
recommendation was the Opinion of Merrill Lynch, the independent financial
advisor to the Special Committee, to the effect that, as of the date of such
Opinion, the Revised Offer Price was fair to the Public Shareholders from a
financial point of view. Public Shareholders are urged to read the Opinion in
its entirety (the Opinion is attached as Annex A to this Schedule 14D-9). In
connection with the Opinion, the Special Committee carefully considered the
supporting financial and valuation analyses presented by Merrill Lynch at the
meeting of the Special Committee held on November 16, 1998. See information in
this Item 4(b) under the caption "Opinion of Financial Advisor to the Special
Committee" for a description of the Opinion and certain of the material
analyses presented by Merrill Lynch. The written materials distributed by
Merrill Lynch in connection with the November 16, 1998 meeting of the Special
Committee have been filed with the Commission as Exhibit 5 hereto.
In determining that the Offer is fair to, and in the best interests of, the
Public Shareholders, and in making its recommendation, the Special Committee
also considered the following material factors, among others, which taken as a
whole, supported its determination and recommendation:
(i) The Special Committee noted that the Revised Offer Price represented
(A) a premium of 20.6% to the closing price of the Shares on October 26,
1998, the last trading day prior to the announcement of the Offer, (B) a
premium of 9.5% to the closing price of the Shares on November 13, 1998,
the last trading day prior to the agreement of the Special Committee and
AFC with regard to the Revised Offer Price, (C) a premium of 11.5% to the
average closing price over the one-year period ended October 26, 1998 and
(D) a premium of 22.4% to the average closing price of the Shares over the
thirty-day period ended October 26, 1998. The Special Committee also noted
that the Revised Offer Price implied a value of the Company of 1.27x its
GAAP book value per share at September 30, 1998.
(ii) The Special Committee considered the fact that, in making the Offer,
AFC expressly stated its unwillingness to sell its Shares to a third-party,
thereby effectively precluding a sale of control of the Company.
(iii) The Special Committee considered the trading history of the Shares,
with particular emphasis on (A) the historical under-performance of the
Shares relative to the stock market as a whole, and (B) the relatively low
trading volume in the Shares.
(iv) The Special Committee considered the history of negotiations between
the Special Committee and AFC with respect to the Offer that resulted in an
increase in the offer price from $29.00 to $33.25 per Public Share, and the
Special Committee's conclusion, based on such negotiations, that AFC would
not pay more than $33.25 per Public Share.
(v) The Special Committee considered (A) information with respect to the
financial condition, results of operations, business and prospects of the
Company, (B) recent changes in the property and casualty industry generally
and their impact on the Company and (C) the historical relationship between
the Company and AFC, including the services provided to the Company by AFC
and the fees charged for such services.
(vi) The Special Committee considered the terms of the Offer and the
structure of the Transaction, which provide for a cash tender offer for all
outstanding Shares held by the Public Shareholders to be followed, if
certain conditions are satisfied, by a merger for the same consideration
(thereby enabling the Public Shareholders to quickly obtain the Revised
Offer Price in exchange for their Shares). The Special Committee also
considered the fact that consummation of the Offer is not conditioned on
the approval or recommendation of the Offer by the Board of Directors or
the Company.
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(vii) The Special Committee considered the recent volatility in equity
markets generally, and noted that although the Public Shareholders will no
longer have the opportunity to participate in future growth of the Company,
they will no longer be exposed to the risk that the Shares may decline in
value.
(viii) The Special Committee considered the fact that, in the event the
Offer is terminated without any Shares being purchased it is uncertain
whether the Public Shareholders will have the opportunity to sell their
Shares, in the open market or otherwise, for prices equal to or in excess
of the Revised Offer Price.
(ix) The Special Committee considered the fact that a tentative
settlement had been reached in the litigation brought with respect to the
Offer on the assumption that the offer price would be increased to $33.25.
See Item 8 below for more information regarding the litigation.
(x) The Special Committee considered the value to AFC of completing the
transaction, including the flexibility it would provide AFC to more
effectively manage its property and casualty business.
The members of the Special Committee evaluated the aforementioned factors in
light of their knowledge of the business, financial condition and prospects of
the Company, and the state and prospects of the property and casualty
insurance sector generally. Other than the Opinion, which was the primary
factor considered, in light of the number and variety of other factors that
the Special Committee considered in connection with their evaluation of the
Offer, the Special Committee did not find it practicable to quantify or
otherwise assign relative weights to any of such other factors, and
accordingly, the Special Committee did not do so. The Special Committee
considered the going concern value of the Company based on the factors set
forth above and the analyses presented by Merrill Lynch. The Special Committee
did not believe it was relevant to consider the liquidation value of the
Company in its evaluation of the Offer because the Special Committee believes
that AFC will maintain the Company as a going concern regardless of whether
the Offer is completed.
The Special Committee noted that AFC had declined to amend the Offer to
include the Majority of the Minority condition. In this regard, the Special
Committee considered that: (i) the Special Committee consisted of the
Company's three independent directors (unaffiliated with AFC except as
directors of the Company) appointed to represent the interests of the Public
Shareholders; (ii) the Special Committee retained and was advised by
independent legal counsel; (iii) the Special Committee retained and was
advised by an independent financial advisor, who assisted the Special
Committee in evaluating and negotiating the terms of the Offer and rendered a
fairness opinion with respect to the Offer; and (iv) the negotiations between
the Special Committee and AFC resulted in an increase in the offer price to
the Revised Offer Price. In light of these considerations, the Special
Committee did not believe it necessary to retain any other independent
representatives to act on behalf of the Public Shareholders.
Opinion of Financial Advisor to Special Committee.
On November 16, 1998, Merrill Lynch delivered its oral Opinion to the
Special Committee, which was subsequently confirmed in writing, that as of
that date and on the basis of and subject to the matters set forth therein,
the Revised Offer Price was fair to the holders of the Public Shares from a
financial point of view.
THE FULL TEXT OF THE WRITTEN OPINION, WHICH SETS FORTH ASSUMPTIONS MADE,
MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN IN CONNECTION WITH
THE OPINION, IS ATTACHED HERETO AS APPENDIX A TO THIS SCHEDULE 14D-9 AND IS
INCORPORATED HEREIN BY REFERENCE. SHAREHOLDERS OF THE COMPANY ARE URGED TO,
AND SHOULD, READ THE OPINION IN ITS ENTIRETY.
In arriving at its Opinion, Merrill Lynch, among other things: (1) reviewed
the Offer to Purchase, the related Letter of Transmittal, the related Tender
Offer Statement on Schedule 14D-1 filed by AFC and Purchaser with the
Commission, the Schedule 14D-9, dated November 16, 1998 and filed on such date
by the Company with the Commission, and a draft, dated November 16, 1998, of
Amendment No. 1 to the Schedule 14D-9; (2) reviewed certain publicly available
business and financial information relating to the Company and AFC which it
deemed to be relevant; (3) reviewed certain information, including financial
forecasts and projections, relating to the business, earnings, cash flow,
assets, liabilities and prospects of the Company, furnished to it by the
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Company and AFC; (4) conducted discussions with members of management and
representatives of the Company and AFC concerning the matters described in
clauses (2) and (3) above; (5) reviewed the historical market prices, trading
activity and valuation multiples for the Public Shares and the common shares
of AFC and compared them with those of certain publicly traded companies which
it deemed to be relevant; (6) compared the proposed financial terms of the
Offer with the financial terms of certain other transactions which it deemed
to be relevant; (7) participated in certain discussions and negotiations among
representatives of the Company and AFC and their financial and legal advisors;
(8) reviewed the potential pro forma impact of the Offer on AFC; and (9)
reviewed and performed such other financial studies, analyses and
investigations, and took into account such other matters as it deemed
necessary, including its assessment of general economic, market, financial and
other conditions.
Merrill Lynch assumed and relied upon the accuracy and completeness of all
of the financial and other information supplied or otherwise made available to
it by the Company and AFC, discussed with or reviewed by or for it, or
publicly available, and has assumed such accuracy and completeness for
purposes of rendering its Opinion. In addition, Merrill Lynch has not made or
assumed any responsibility for independently verifying such information and it
has not undertaken or assumed any responsibility for making an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries nor has it been furnished with any such evaluation or
appraisal. With respect to the financial forecasts and projections furnished
to it or discussed with it by the Company and AFC, Merrill Lynch has assumed
that they have been reasonably prepared and reflect the best currently
available estimates and judgments of the respective managements of the Company
and AFC as to the future operating and financial performance of the Company.
The Opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and information made available to Merrill Lynch,
as of the date of the Opinion. The Opinion was provided for the information
and assistance of the Special Committee in connection with its consideration
of the transaction contemplated by the Offer and such Opinion does not
constitute a recommendation as to whether any holder of the Public Shares
should tender its shares in such transaction.
The preparation of a fairness opinion is a complex analytic process
involving various determinations as to the most appropriate and relevant
methods of financial analysis and the application of those methods to the
particular circumstances at issue, and, therefore, such an opinion is not
readily susceptible to partial analysis or summary description. In arriving at
its Opinion, Merrill Lynch did not attribute any particular weight to any
analysis or factor considered by it, but rather made qualitative judgments as
to the significance and relevance of each analysis and factor. Accordingly,
Merrill Lynch believes that its analysis must be considered as a whole and
that selecting portions of its analysis, without considering its analysis in
full, would create an incomplete view of the process underlying its Opinion.
No limitations were imposed by the Board of Directors or the Special Committee
on the investigations made or procedures followed by Merrill Lynch.
The following is a summary of the material financial analyses used by
Merrill Lynch in connection with providing the Opinion to the Special
Committee. All implied per share values referred to below reflect the value of
the Company as a whole, including all of its divisions.
(i) Historical Stock Trading Analysis. Merrill Lynch reviewed the
historical trading prices and volumes for the Public Shares both separately
and in comparison to the S&P 500 Index, the S & P Property and Casualty
Index and to AFC and the Public Comparables (as defined below) over various
time periods ranging from March 19, 1993 to November 13, 1998. In addition,
Merrill Lynch analyzed the consideration to be received by the Public
Shareholders pursuant to the Offer in relation to the market price of the
Public Shares both before and after the announcement of the Offer. Such
analysis indicated that the price per share to be paid pursuant to the
Offer represents a premium of 9.5% to the closing price of $30.38 on
November 13, 1998, a premium of 20.6% to the closing price of $27.56 on
October 26, 1998 (the last trading day prior to the announcement of the
Offer) and a premium of 22.4% to the average closing price of $27.16 for
the thirty-day period ended October 26, 1998. In addition, the Offer price
represents a premium of 11.5% to the average closing price of $29.82 for
the one-year period ended October 26, 1998 and a 4.8% discount to the 52-
week high of $34.94.
8
<PAGE>
(ii) Recapitalization Analysis. Merrill Lynch analyzed the financial and
operating leverage under which the Company and its insurance subsidiaries
currently operate. By analyzing the Company's statutory surplus in relation
to its net premiums written and loss and LAE reserves and assuming
operating constraints akin to property and casualty companies of a similar
nature, Merrill Lynch determined that a certain level of capital existed
that could be removed without changing the Company's financial strength and
competitive position from a financial point of view. The Company's
financial leverage was also analyzed by reference to its debt to total
capitalization ratio, which currently stands at 0%, and it was determined
that the Company had the financial flexibility to add leverage to its
balance sheet. The impact on earnings and book value per share was then
calculated assuming that the excess capital and the proceeds from the
incurrence of debt would be used to either (A) repurchase shares of the
Company's common stock or (B) pay a special one-time dividend to
shareholders. The application of multiples ranging from 11.5x to 13.5x to
1999 management estimated earnings per share, as adjusted, implied values,
including the financial impact of amounts distributed pursuant to the
assumed repurchase or special dividend, for the Public Shares of $31.31 to
$34.99 per share.
(iii) Discounted Cash Flow Analysis. Using a discounted cash flow
methodology, Merrill Lynch calculated a range of implied values for the
Public Shares based on (A) discount rates ranging from 9.5% to 11.5% and
(B) 2004 estimated net income terminal multiples ranging from 11.5x to
13.5x. The discounted cash flow analysis was performed using the maximum
dividends permitted under Michigan law without regulatory approval
("Maximum Dividend"). The Maximum Dividend in each year was calculated as
follows: the greater of (i) 10% of the previous year's surplus and (ii) the
previous year's net income (based on Michigan law) excluding realized
gains; subject to a maximum ratio of net premiums written to surplus of
1.8x. Certain assumptions used in this analysis, including but not limited
to, premium growth, loss and LAE ratios, expense ratios, dividend ratios,
reserve development, investment yields and tax-exempt investments/total
invested assets, were estimated using the Company's management projections
and historical data. This discounted cash flow analysis indicated a
reference range of implied values for the Public Shares of between $27.74
and $33.56 per share. In addition, Merrill Lynch performed the discounted
cash flow analysis assuming the payment of an extraordinary dividend which
increased the ratio of net premiums written to surplus to 1.7x. Applying
this assumption in the discounted cash flow analysis resulted in a range of
implied values for the Public Shares of $31.28 to $36.40 per share.
(iv) Comparable Public Company Analysis. Using publicly available
information (including estimates by First Call Corporation ("First Call")),
Merrill Lynch compared certain financial information and multiples for the
Company with corresponding financial information and multiples for a group
of publicly traded property and casualty insurance companies that Merrill
Lynch deemed similar to the Company (the "Public Comparables"). The
multiples for the Company were calculated using a price of $30.38 per
share, the closing price of the Public Shares on the New York Stock
Exchange on November 13, 1998. The multiples for the Company were based on
First Call earnings estimates and earnings estimates provided by the
Company's management. The multiples for each of the Public Comparables were
based on the most recent publicly available information. For each of the
Public Comparables, Merrill Lynch compared (1) the closing price on
November 13, 1998 of the common stock of each of the Public Comparables as
a multiple of their respective estimated earnings per share ("EPS") for the
calendar year 1998 (the "1998 P/E Multiple") and estimated EPS for the
calendar year 1999 (the "1999 P/E Multiple") and (2) the price of each of
the Public Comparables as a multiple of their respective book values per
share as of September 30, 1998 (the "Price/Book Multiple"). Merrill Lynch
calculated (1) a range of 1998 P/E Multiples for the Public Comparables of
11.3x to 28.5x, with a mean of 14.9x and a median of 16.1x, (2) a range of
1999 P/E Multiples for the Public Comparables of 10.1x to 22.1x, with a
mean of 12.5x and a median of 13.2x, and (3) a range of Price/Book
Multiples for the Public Comparables of 1.00x to 2.88x, with a mean of
1.64x and a median of 1.25x.
By applying the mean and median of the 1998 P/E Multiples to 1998
management earnings estimates, Merrill Lynch calculated implied values for
the Public Shares of $29.37 and $31.84 per share, respectively. By applying
the mean and median of the 1999 P/E Multiples to 1999 management earnings
estimates,
9
<PAGE>
Merrill Lynch calculated implied values for the Public Shares of $29.01 and
$30.74 per share, respectively. By applying the mean and median of the 1999
P/E Multiples to 1999 management earnings estimates, as adjusted, Merrill
Lynch calculated implied values for the Public Shares of $33.11 and $34.48
per share, respectively. By applying the mean and median of the Price/Book
Multiples to book value per share of the Company as of September 30, 1998,
Merrill Lynch calculated implied values for the Public Shares of $42.94 and
$32.75 per share, respectively. By applying the mean and median of the
Price/Book Multiples to book value per share of the Company as of September
30, 1998, as adjusted, Merrill Lynch calculated implied values for the
Public Shares of $36.40 and $30.17 per share, respectively.
(v) Analysis of Other Minority-Purchase Transactions. Merrill Lynch
researched and identified other comparable transactions involving purchases
by controlling shareholders of outstanding minority interests. Merrill
Lynch analyzed (1) the percentage change of the final offer price from the
initial offer price, which indicated a mean of 6.9% and median of 7.0%, (2)
the percentage premium represented by the applicable final offer price as
compared to the closing price of the target's stock on the day prior to the
announcement of the initial offer (the "One Day Prior Premium"), which
indicated a mean of 24.6% and a median of 22.8%, and (3) the percentage
premium represented by the applicable final offer price as compared to the
closing price of the target's stock on the day four weeks prior to the
announcement of the initial offer (the "Four Weeks Prior Premium"), which
indicated a mean of 27.2% and a median of 24.2%.
By applying the foregoing premiums to the closing price of the Public
Shares on October 26, 1998, Merrill Lynch calculated the following implied
values for the Public Shares: (1) based on the mean and median One Day
Prior Premiums, $34.34 and $33.84 per share, respectively, and (2) based on
the mean and median Four Weeks Prior Premiums, $35.06 and $34.24 per share,
respectively.
In addition, Merrill Lynch compared the premiums and multiples implied by
the Offer to the premiums and multiples paid in the 1997 purchase by AFC of
the minority interest in Allmerica Property & Casualty ("APY"). Merrill
Lynch's comparison indicated that the final APY offer represented the
following: (1) a 15.8% premium to APY's stock price one day prior to the
initial APY offer and a 14.3% premium to APY's stock price four weeks prior
to the initial APY offer, (2) a 5.2% premium to APY's stock price one day
prior to the final APY offer, (3) a 7.8% premium to APY's stock price four
weeks prior to the final APY offer, and (4) a final offer price to APY book
value per share multiple of 1.22x.
(vi) Analysis of Selected Acquisition Transactions. Merrill Lynch reviewed
the implied premiums and multiples paid in a number of acquisition
transactions involving property and casualty insurance companies. Merrill
Lynch compared (1) the percentage premium of the applicable price paid over
the closing price of the target's stock on the day prior to the
announcement of the transaction, indicating a mean of 40.6% and a median of
25.6%, (2) the percentage premium of the applicable price paid over the
closing price of the target's stock 30 days prior to the announcement of
the transaction, indicating a mean of 51.9% and a median of 30.6%, (3) the
price paid as a multiple of book value per share (the "Transactions
Price/Book Multiple"), indicating a mean multiple of 2.32x and a median
multiple of 2.13x, (4) the price paid as a multiple of trailing operating
earnings (the "Price/Trailing Earnings Multiple"), indicating a mean
multiple of 19.5x and a median multiple of 18.7x, and (5) the price paid as
a multiple of forward operating earnings (the "Price/Forward Earnings
Multiple"), indicating a mean multiple of 18.7x and a median multiple of
18.4x.
By applying the foregoing mean and median calculations to 1999 management
earnings estimates, Merrill Lynch calculated the following implied values
for the Public Shares: (1) $60.58 and $55.62 per share (based on the mean
and median Transactions Price/Book Multiples, respectively), (2) $38.49 and
$36.87 per share (based on the mean and median Price/Trailing Earnings
Multiples, respectively) and (3) $45.35 and $43.44 per share (based on the
mean and median Price/Forward Earnings Multiples, respectively). By
applying the foregoing median and mean calculations to 1999 management
earnings estimates, as adjusted, Merrill Lynch
calculated the following implied values for the Public Shares: (1) $47.20
and $44.16 per share (based on
10
<PAGE>
the mean and median Price/Book Multiples, respectively) and (2) $46.06 and
$44.54 per share (based on the mean and median Price/Forward Earnings
Multiples, respectively).
(vii) Analysis of Pro Forma Financial Impact to AFC. Merrill Lynch analyzed
the pro forma financial impact of the Offer on AFC's 1999 estimated
earnings per share. This analysis indicated that the Offer would be
accretive to AFC's pro forma 1999 earnings per share based on a range of
per share purchase prices of $29.00 to $37.00 for the Public Shares.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Letter Agreement with Merrill Lynch. Pursuant to a letter agreement, dated
October 27, 1998 (the "Letter Agreement"), the Special Committee, on behalf of
the Company, retained Merrill Lynch to provide financial advice to the Special
Committee in connection with the Offer and render the Opinion as to whether or
not the consideration to be received by the Public Shareholders in the Offer
was adequate or fair, as applicable, to the Public Shareholders from a
financial point of view.
The Special Committee retained Merrill Lynch based on its experience and
expertise. Merrill Lynch is an internationally recognized investment banking
and business and financial advisory services firm. Merrill Lynch, as part of
its investment banking business, is continuously engaged in the valuation of
businesses and securities in connection with mergers and acquisitions,
negotiated underwritings, competitive biddings, secondary distributions of
listed and unlisted securities, private placements and for corporate and other
purposes. In the ordinary course of its business, Merrill Lynch and its
affiliates may at any time actively trade or hold the securities of the
Company or AFC for their own account or for the account of customers and,
accordingly, hold a long or short position in such securities. Merrill Lynch
has rendered significant investment banking and advisory services to the
Company and AFC in the past for which it has received customary compensation.
The Special Committee was made aware of such prior relationships before
retaining Merrill Lynch, and Merrill Lynch informed the Special Committee that
it is not currently rendering any services to AFC.
Pursuant to the Letter Agreement, the Company agreed to pay the following
fees to Merrill Lynch: (i) a fee of $100,000, payable upon execution of the
Letter Agreement, and (ii) an additional fee of $1,000,000, payable either (x)
on the date Merrill Lynch renders the Opinion, or (y) if for any reason
Merrill Lynch is not requested to render the Opinion, the date that Merrill
Lynch determines, in its reasonable discretion, that it has completed the work
necessary to render the Opinion. In addition, the Company has agreed to
reimburse Merrill Lynch for its reasonable out-of-pocket expenses incurred in
connection with its activities pursuant to the Letter Agreement, including the
reasonable fees and disbursements of its counsel. The Company also agreed to
indemnify Merrill Lynch and its affiliates and their respective directors,
officers, employees, agents and controlling persons against certain
liabilities and expenses arising in connection with Merrill Lynch's activities
under the Letter Agreement.
To the knowledge of the Special Committee, neither the Company nor any
person acting on its behalf has employed, retained or compensated any other
person to make solicitations or recommendations to security holders of the
Company on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a)-(b) To the knowledge of the Special Committee, neither the Company, any
of its subsidiaries, nor any executive officer or director of any of the
foregoing has engaged in any transactions involving the Shares during the
period of 60 business days prior to the date hereof.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) Except as described in Items 3 and 4 above, to the knowledge of the
Special Committee no negotiation is being undertaken or is under way by the
Company in response to the Offer which related to or would result in
11
<PAGE>
(i) an extraordinary transaction, such as a merger or reorganization,
involving the Company or any affiliate or subsidiary of the Company, (ii) a
purchase, sale or transfer of a material amount of assets by the Company or
any subsidiary of the Company, (iii) a tender offer for or other acquisition
of securities by or of the Company or (iv) any material change in the present
capitalization or dividend policy of the Company.
(b) Except as described in Items 3 and 4 above, there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Offer which relate to or would result in one or more of the matters
referred to in paragraph (a) of this Item 7.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Certain Litigation
Since the announcement by AFC of its intention to commence the Offer, six
lawsuits have been commenced by Public Shareholders in the Delaware Chancery
Court: Susser v. O'Brien, et al., Civil Action No. 16745; Specht v. O'Brien,
et al., Civil Action No. 16746; Steiner v. O'Brien, et al., Civil Action No.
16747; Finkelstein v. O'Brien, et al., Civil Action No. 16748; McKinnie v.
O'Brien, et al., Civil Action No. 16749; and Hunter v. O'Brien, et al., Civil
Action No. 16772. Each of the actions purports to be a class action brought on
behalf of the Public Shareholders and asserts claims against AFC, the Company
and the members of the Board of Directors (including the members of the
Special Committee). The actions each allege that, through the conduct of the
defendants, AFC has proposed to acquire the Shares at an unfair and inadequate
price, in violation of fiduciary duties allegedly owed by the defendants to
the Public Shareholders. The various complaints purport by their terms to seek
injunctive relief preventing consummation of the Offer and Merger, or
rescission if they are successfully consummated, and compensatory damages. The
description of the lawsuits set forth above is qualified by reference to the
complaints filed in such lawsuits which have been filed with the Commission as
Exhibits 8 through 13 hereto.
On November 16, 1998, the parties to each of the lawsuits executed a
Memorandum of Understanding (the "MOU") memorializing an agreement-in-
principle to settle the lawsuits. Under the terms of the MOU, the parties have
agreed to use their best efforts to execute and present a formal Stipulation
of Settlement to the Delaware Chancery Court as soon as practicable. In the
event that the Delaware Chancery Court approves the proposed settlement, it is
anticipated that the lawsuits will be dismissed with prejudice as to the
individual plaintiffs and the class of Public Shareholders. The consideration
for the plaintiffs' agreement to such settlement is the right of such
plaintiffs to receive, along with each other Public Shareholder, the Revised
Offer Price. The description of the MOU set forth above is qualified by
reference to the MOU which has been filed with the Commission as Exhibit 15
hereto.
12
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
Exhibit 1 --Resolutions of the Board of Directors of the Company, dated
October 27, 1998.**
Exhibit 2 --Proxy Statement of the Company dated March 31, 1998, relating to
its Annual Meeting of Stockholders held on May 12, 1998.**
Exhibit 3 --Form of Letter to Stockholders of the Company, dated November 16,
1998.*
Exhibit 4 --Opinion of Merrill Lynch, dated November 16, 1998 (attached as
Annex A hereto).*
Exhibit 5 --Presentation Book of Merrill Lynch, dated November 16, 1998.
Exhibit 6 --Press release issued by the Company on November 3, 1998.**
Exhibit 7 --Press release issued by the Company and AFC on November 16, 1998.
Exhibit 8 --Complaint filed in Finkelstein v. O'Brien, et al.
(Civil Action No. 16748, Delaware Court of Chancery).**
Exhibit 9 --Complaint filed in McKinnie v. O'Brien, et al.
(Civil Action No. 16749, Delaware Court of Chancery).**
Exhibit 10 --Complaint filed in Specht v. O'Brien, et al.
(Civil Action No. 16746, Delaware Court of Chancery).**
Exhibit 11 --Complaint filed in Steiner v. O'Brien, et al.
(Civil Action No. 16747, Delaware Court of Chancery).**
Exhibit 12 --Complaint filed in Susser v. O'Brien, et al.
(Civil Action No. 6745, Delaware Court of Chancery).**
Exhibit 13 --Complaint filed in Hunter v. O'Brien, et al.
(Civil Action No. 16772, Delaware Court of Chancery).**
Exhibit 14 --Consolidated Service Agreement, dated January 1, 1998
(incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997).
Exhibit 15 --Memorandum of Understanding, dated November 16, 1998.
</TABLE>
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* Included with Schedule 14D-9 mailed to stockholders.
** Previously filed.
13
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 17, 1998
CITIZENS CORPORATION
By the Special Committee of the
Board of Directors of Citizens
Corporation
/s/ James A. Cotter, Jr.
-------------------------------------
James A. Cotter, Jr.
/s/ Neal J. Curtin
-------------------------------------
Neal J. Curtin
/s/ Dona Scott Laskey
-------------------------------------
Dona Scott Laskey
14
<PAGE>
ANNEX A
[Merrill Lynch Letterhead]
November 16, 1998
Special Committee of the Board of Directors
Citizens Corporation
440 Lincoln Street
Worcester, MA 01653
Attention: Mr. James A. Cotter, Jr.
Chairman of the Special Committee
Ladies and Gentleman :
Citizens Acquisition Corporation (the "Acquisition Sub"), a wholly owned
subsidiary of Allmerica Financial Corporation (the "Acquiror"), has commenced a
tender offer (the "Offer") for all of the outstanding shares of common stock,
par value $.01 per share, of Citizens Corporation (the "Company") that the
Acquiror and its affiliates do not currently own (the "Public Shares"). The
Offer is being made at a price of $33.25 per share, net to the seller in cash,
without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 2, 1998, as
amended by a press release issued by the Acquiror and the Company on November
16, 1998, and the related Letter of Transmittal (the "Offer to Purchase").
You have asked us whether, in our opinion, the Offer Price is fair to the
holders of the Public Shares from a financial point of view.
In arriving at the opinion set forth below, we have, among other things:
(1) reviewed the Offer to Purchase and the related Tender Offer Statement
on Schedule 14D-1 filed by the Acquiror and Acquisition Sub with the
Securities and Exchange Commission (the "Commission") and the
Solicitation/Recommendation Statement on Schedule 14D-9, dated November 16,
1998 and filed on such date by the Company with the Commission;
(2) reviewed certain publicly available business and financial
information relating to the Company and the Acquiror which we deemed to be
relevant;
(3) reviewed certain information, including financial forecasts and
projections, relating to the business, earnings, cash flow, assets,
liabilities and prospects of the Company, furnished to us by the Company
and the Acquiror;
(4) conducted discussions with members of management and representatives
of the Company and the Acquiror concerning the matters described in clauses
(2) and (3) above;
(5) reviewed the historical market prices, trading activity and valuation
multiples for the Public Shares and the common shares of the Acquiror and
compared them with those of certain publicly traded companies which we
deemed to be relevant;
(6) compared the proposed financial terms of the Offer with the financial
terms of certain other transactions which we deemed to be relevant;
A-1
<PAGE>
(7) participated in certain discussions and negotiations among
representatives of the Company and the Acquiror and their financial and
legal advisors;
(8) reviewed the potential pro forma impact of the Offer on the Acquiror;
and
(9) reviewed and performed such other financial studies, analyses and
investigations, and took into account such other matters as we deemed
relevant and necessary, including our assessment of general economic,
market, financial and other conditions.
In preparing our opinion, we have assumed and relied upon the accuracy and
completeness of all of the financial and other information supplied or
otherwise made available to us by the Company and the Acquiror, discussed with
or reviewed by or for us, or publicly available, and we have not assumed any
responsibility for independently verifying such information and we have not
undertaken or assumed any responsibility for making an independent appraisal
of the assets of the Company nor have we been furnished with any such
evaluation or appraisal. With respect to the financial forecasts and
projections furnished to us or discussed with us by the Company and the
Acquiror, we have assumed that they have been reasonably prepared and reflect
the best currently available estimates and judgments of the respective
managements of the Company and the Acquiror as to the future operating and
financial performance of the Company.
In connection with the preparation of this opinion, Merrill Lynch took into
consideration the current ownership by the Acquiror of approximately 83% of
the outstanding common stock of the Company and the fact that the Acquiror had
stated that it did not intend to sell such stock. Accordingly, Merrill Lynch
has not been authorized by the Company, its Board of Directors or the Special
Committee of its Board of Directors (the "Special Committee") to solicit, nor
have we solicited, interest from any third party with respect to the
acquisition of all or any part of the Company.
Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as
of, the date of this letter. We are acting as financial advisor to the Special
Committee in connection with the Offer and will receive a fee from the Company
for our services, a portion of which is payable upon delivery of this opinion.
In addition, the Company has agreed to indemnify us for certain liabilities
arising out of our engagement. As part of its investment banking services,
Merrill Lynch is regularly engaged in the valuation of businesses and
securities in connection with mergers, acquisitions, underwritings, sales and
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. We have, in the past, performed
significant investment banking and other services for the Company and the
Acquiror and have been compensated for such services. In addition, in the
ordinary course of its business, Merrill Lynch and its affiliates may at any
time actively trade or hold the securities of the Company or the Acquiror for
their own account or for the account of customers and, accordingly, hold a
long or short position in such securities.
This opinion is for the sole use and benefit of the Special Committee in its
consideration of the Offer and is, in any event, limited to the fairness of
the Offer Price to the holders of the Public Shares from a financial point of
view, and does not constitute a recommendation to any holder of the Public
Shares as to whether to tender such holder's shares in the Offer.
On the basis of and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Offer Price is fair to the holders of the Public
Shares from a financial point of view.
Very truly yours,
By: /s/ Merrill Lynch, Pierce, Fenner &
Smith Incorporated
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
A-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
Exhibit 1 --Resolutions of the Board of Directors of the Company, dated
October 27, 1998.*
Exhibit 2 --Proxy Statement of the Company, dated March 31, 1998, relating to
its Annual Meeting of Stockholders held on May 12, 1998.*
Exhibit 3 --Form of Letter to Stockholders of the Company, dated November 16,
1998.
Exhibit 4 --Opinion of Merrill Lynch, dated November 16, 1998 (attached as
Annex A to the Schedule 14D-9).
Exhibit 5 --Presentation Book of Merrill Lynch, dated November 16, 1998.
Exhibit 6 --Press release issued by the Company on November 3, 1998.*
Exhibit 7 --Press release issued by the Company and AFC on November 16, 1998.
Exhibit 8 --Complaint filed in Finkelstein v. O'Brien, et al.
(Civil Action No. 16748, Delaware Court of Chancery).*
Exhibit 9 --Complaint filed in McKinnie v. O'Brien, et al.
(Civil Action No. 16749, Delaware Court of Chancery).*
Exhibit 10 --Complaint filed in Specht v. O'Brien, et al.
(Civil Action No. 16746, Delaware Court of Chancery).
Exhibit 11 --Complaint filed in Steiner v. O'Brien, et al.
(Civil Action No. 16747, Delaware Court of Chancery).*
Exhibit 12 --Complaint filed in Susser v. O'Brien, et al.
(Civil Action No. 6745, Delaware Court of Chancery).*
Exhibit 13 --Complaint filed in Hunter v. O'Brien, et al.
(Civil Action No. 16772, Delaware Court of Chancery).*
Exhibit 14 --Consolidated Service Agreement, dated January 1, 1998
(incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997).
Exhibit 15 --Memorandum of Understanding, dated November 16, 1998.
</TABLE>
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* Previously filed.
<PAGE>
Exhibit 3
November 17, 1998
Dear Shareholder:
I am pleased to inform you that on November 16, 1998, following discussions
with the Special Committee of the Board of Directors of Citizens Corporation
(the "Company"), Allmerica Financial Corporation ("AFC"), through its
subsidiary Citizens Acquisition Corporation ("Purchaser"), amended its
previously commenced tender offer for all of the outstanding shares (the
"Shares") of the Company's common stock not owned by AFC or its subsidiaries,
to increase the price to be paid in the tender offer to $33.25 per Share, net
to the seller in cash.
The consummation of the tender offer is conditioned upon, among other things,
the valid tender of a number of Shares which, when added to the number of
Shares already owned by AFC or its subsidiaries, would constitute at least 90%
of the total number of Shares outstanding. AFC has stated that, following
consummation of the tender offer, it intends to effect a merger of Purchaser
and the Company, in which any Shares not purchased in the tender offer will be
converted into the right to receive $33.25 per Share in cash. Immediately prior
to making the tender offer, AFC, through certain of its subsidiaries, owned
approximately 83% of the outstanding Shares.
Your Board of Directors established the Special Committee of three
independent directors, each without any affiliation with AFC except as
directors of the Company, to review, evaluate, and, if advisable, negotiate on
behalf of the Company with respect to, the tender offer.
THE SPECIAL COMMITTEE HAS UNANIMOUSLY DETERMINED THAT THE TENDER OFFER IS
FAIR TO AND IN THE BEST INTERESTS OF THE PUBLIC SHAREHOLDERS OF THE COMPANY.
ACCORDINGLY, THE SPECIAL COMMITTEE UNANIMOUSLY RECOMMENDS THAT THE PUBLIC
SHAREHOLDERS OF THE COMPANY ACCEPT THE TENDER OFFER AND TENDER THEIR SHARES.
In arriving at its recommendation, the Special Committee gave careful
consideration to the factors referred to in the attached Schedule 14D-9. Among
other things, the Special Committee considered the opinion of Merrill Lynch &
Co., its independent financial advisor, to the effect that the price of $33.25
per Share offered in the tender offer was fair to the public shareholders of
the Company from a financial point of view.
I urge you to consider the recommendation of the Special Committee and read
the enclosed materials carefully in deciding whether to tender your Shares.
Sincerely,
/s/ James A. Cotter, Jr.
James A. Cotter, Jr.
Chairman of the Special Committee
of the Board of Directors
<PAGE>
Exhibit 4
[Merrill Lynch Letterhead]
November 16, 1998
Special Committee of the Board of Directors
Citizens Corporation
440 Lincoln Street
Worcester, MA 01653
Attention: Mr. James A. Cotter, Jr.
Chairman of the Special Committee
Ladies and Gentleman :
Citizens Acquisition Corporation (the "Acquisition Sub"), a wholly owned
subsidiary of Allmerica Financial Corporation (the "Acquiror"), has commenced a
tender offer (the "Offer") for all of the outstanding shares of common stock,
par value $.01 per share, of Citizens Corporation (the "Company") that the
Acquiror and its affiliates do not currently own (the "Public Shares"). The
Offer is being made at a price of $33.25 per share, net to the seller in cash,
without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 2, 1998, as
amended by a press release issued by the Acquiror and the Company on November
16, 1998, and the related Letter of Transmittal (the "Offer to Purchase").
You have asked us whether, in our opinion, the Offer Price is fair to the
holders of the Public Shares from a financial point of view.
In arriving at the opinion set forth below, we have, among other things:
(1) reviewed the Offer to Purchase and the related Tender Offer Statement
on Schedule 14D-1 filed by the Acquiror and Acquisition Sub with the
Securities and Exchange Commission (the "Commission") and the
Solicitation/Recommendation Statement on Schedule 14D-9, dated November 16,
1998 and filed on such date by the Company with the Commission;
(2) reviewed certain publicly available business and financial
information relating to the Company and the Acquiror which we deemed to be
relevant;
(3) reviewed certain information, including financial forecasts and
projections, relating to the business, earnings, cash flow, assets,
liabilities and prospects of the Company, furnished to us by the Company
and the Acquiror;
(4) conducted discussions with members of management and representatives
of the Company and the Acquiror concerning the matters described in clauses
(2) and (3) above;
(5) reviewed the historical market prices, trading activity and valuation
multiples for the Public Shares and the common shares of the Acquiror and
compared them with those of certain publicly traded companies which we
deemed to be relevant;
(6) compared the proposed financial terms of the Offer with the financial
terms of certain other transactions which we deemed to be relevant;
A-1
<PAGE>
(7) participated in certain discussions and negotiations among
representatives of the Company and the Acquiror and their financial and
legal advisors;
(8) reviewed the potential pro forma impact of the Offer on the Acquiror;
and
(9) reviewed and performed such other financial studies, analyses and
investigations, and took into account such other matters as we deemed
relevant and necessary, including our assessment of general economic,
market, financial and other conditions.
In preparing our opinion, we have assumed and relied upon the accuracy and
completeness of all of the financial and other information supplied or
otherwise made available to us by the Company and the Acquiror, discussed with
or reviewed by or for us, or publicly available, and we have not assumed any
responsibility for independently verifying such information and we have not
undertaken or assumed any responsibility for making an independent appraisal
of the assets of the Company nor have we been furnished with any such
evaluation or appraisal. With respect to the financial forecasts and
projections furnished to us or discussed with us by the Company and the
Acquiror, we have assumed that they have been reasonably prepared and reflect
the best currently available estimates and judgments of the respective
managements of the Company and the Acquiror as to the future operating and
financial performance of the Company.
In connection with the preparation of this opinion, Merrill Lynch took into
consideration the current ownership by the Acquiror of approximately 83% of
the outstanding common stock of the Company and the fact that the Acquiror had
stated that it did not intend to sell such stock. Accordingly, Merrill Lynch
has not been authorized by the Company, its Board of Directors or the Special
Committee of its Board of Directors (the "Special Committee") to solicit, nor
have we solicited, interest from any third party with respect to the
acquisition of all or any part of the Company.
Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as
of, the date of this letter. We are acting as financial advisor to the Special
Committee in connection with the Offer and will receive a fee from the Company
for our services, a portion of which is payable upon delivery of this opinion.
In addition, the Company has agreed to indemnify us for certain liabilities
arising out of our engagement. As part of its investment banking services,
Merrill Lynch is regularly engaged in the valuation of businesses and
securities in connection with mergers, acquisitions, underwritings, sales and
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. We have, in the past, performed
significant investment banking and other services for the Company and the
Acquiror and have been compensated for such services. In addition, in the
ordinary course of its business, Merrill Lynch and its affiliates may at any
time actively trade or hold the securities of the Company or the Acquiror for
their own account or for the account of customers and, accordingly, hold a
long or short position in such securities.
This opinion is for the sole use and benefit of the Special Committee in its
consideration of the Offer and is, in any event, limited to the fairness of
the Offer Price to the holders of the Public Shares from a financial point of
view, and does not constitute a recommendation to any holder of the Public
Shares as to whether to tender such holder's shares in the Offer.
On the basis of and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Offer Price is fair to the holders of the Public
Shares from a financial point of view.
Very truly yours,
By: /s/ Merrill Lynch, Pierce, Fenner &
Smith Incorporated
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
A-2
<PAGE>
EXHIBIT 5
====================================================
Confidential Materials Prepared on Behalf of
The Special Committee of the Board
of Directors of Citizens Corporation
Regarding
Project Tiger
November 16, 1998
<PAGE>
================================================================================
These materials are based solely on information received from publicly available
documents and certain other information provided by the management of Citizens
Corporation and the management of Allmerica Financial Corporation. Merrill
Lynch & Co. has had discussions with management of Citizens and Allmerica but
has not attempted independently to investigate or verify such information, and
Merrill Lynch does not assume responsibility for the accuracy or the
completeness of such information. With respect to the projections included in
the materials, Merrill Lynch has relied on estimates from the managements of
Citizens and Allmerica. Projections involve elements of subjective judgment and
analysis, and there can be no assurance that such projections will be attained.
Merrill Lynch expresses no opinion as to, and assumes no responsibility for,
the accuracy of such projections or the assumptions underlying them. These
materials are being furnished and should be considered only in connection with
the opinion being provided by Merrill Lynch in connection herewith, and are not
to be circulated to, or used or relied upon by, any other persons, without
Merrill Lynch's prior consent.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Table of Contents
Summary of Offer......................................... 1
Overview of Citizens Corporation......................... 2
Valuation Analysis....................................... 3
[LOGO] Merrill Lynch ===========================================================
<PAGE>
================================================================================
Summary of Offer
================================================================================
<PAGE>
Project Tiger
================================================================================
Summary of the Offer
. On November 16, 1998, Allmerica announced its intention to revise its
tender offer for the 16.8% interest in Citizens that it did not already own
for $33.25 in cash per share, or $196 million in the aggregate (the
"Revised Offer") from $29.00 in cash per share, or $171 million in the
aggregate (the "Initial Offer"). The Revised Offer represents a
9.5% premium to current price of $30.38
20.6% premium to closing price of $27.56 on the day prior to
announcement
. Tender offer commenced on Monday, November 2 and will expire 20 business
days later (Wednesday, December 2), unless extended
. Allmerica had earlier announced the Initial Offer on October 27, 1998
. Tender offer is not conditioned upon approval of the Special Committee or
the Board of Citizens
. Tender offer is conditioned upon Allmerica achieving a 90% ownership
interest in Citizens, subject to Allmerica's right to waive such condition
. Each outstanding stock option will be converted into an option to purchase
shares of Allmerica common stock subject to an adjustment formula
. If Allmerica acquires at least 90 percent of Citizens in the tender offer,
it intends to merge Citizens with one of its subsidiaries and convert
any remaining outstanding shares of Citizens into cash at the tender
offer price
[LOGO] Merrill Lynch ===========================================================
1
<PAGE>
<TABLE>
<CAPTION>
Project Tiger
================================================================================
Recent Price and Volume Data
Citizens Price Cumulative
-------------------------------------- CZC CZC AFC S&P S&P P&C
Date High Low Close Volume Volume Price 500 Index
------------ ----------- ----------- ---------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10/20/98 $28.50 $27.63 $28.38 4,300
10/21/98 28.63 28.38 28.38 7,200
10/22/98 29.00 28.56 28.75 12,900
10/23/98 28.94 28.38 28.50 2,800
10/26/98 28.31 27.56 27.56 21,900 44.94 1072.32 935.40
- -----------------------------------------------------------------------------------------------------------------------------------
10/27/98 $29.56 $25.50 $29.50 314,000 314,000 $47.94 1065.34 942.68
- -----------------------------------------------------------------------------------------------------------------------------------
10/28/98 29.94 29.38 29.94 200,200 514,200 47.00 1068.09 942.49
10/29/98 30.13 29.75 29.88 230,500 744,700 47.06 1085.93 958.59
10/30/98 30.38 29.69 30.25 52,300 797,000 50.00 1098.67 972.04
11/2/98 30.25 30.13 30.13 5,800 802,800 52.13 1111.60 966.99
11/3/98 30.13 30.00 30.00 39,100 841,900 50.44 1110.84 972.74
11/4/98 30.13 29.88 30.06 301,300 1,143,200 52.00 1118.67 990.44
11/5/98 30.38 30.00 30.19 418,300 1,561,500 53.63 1133.85 990.81
11/6/98 30.38 30.19 30.25 31,200 1,592,700 54.94 1141.01 989.77
11/9/98 31.00 30.25 31.00 8,800 1,601,500 51.50 1130.20 976.97
11/10/98 31.00 30.38 30.38 3,600 1,605,100 51.31 1128.26 981.72
11/11/98 30.38 30.31 30.31 6,600 1,611,700 51.50 1120.97 974.18
11/12/98 30.63 30.19 30.56 5,600 1,617,300 50.00 1117.69 971.48
11/13/98 30.44 30.25 30.38 4,600 1,621,900 51.06 1125.72 965.19
----------- ------------ ---------- ----------
Cumulative Change (10/26-11/6) 10.0% 13.6% 5.0% 3.2%
----------- ------------ ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Project Tiger
- ---------------------------------------------------------------------------------------------------------------------------
Multiples Based on $33.25 Revised Offer
<S> <C>
Tender Offer Price Per Share $33.25
Aggregate Transaction Value ($ millions) $195.7
--------------------------------------------------------------------------------------------------
Premium to Current Price of $30.38 9.5%
Premium to 10/26/98 Price of $27.56 20.6%
Premium to 30 Day Average Price of $27.16 (1) 22.4%
Premium to 1 Year Average Price of $29.82 (1) 11.5%
Premium to 52 Week High of $34.94 (4.8%)
--------------------------------------------------------------------------------------------------
Equity Value as a Multiple of: Value/Share
--------------------
9/30/98 GAAP Book $26.11 1.27x
1998 Estimated Earnings
-----------------------
FirstCall Estimate $1.93 17.2x
Management Estimate (Unadjusted) $1.97 16.9x
1999 Estimated Earnings
-----------------------
FirstCall Estimate $2.53 13.1x
Management Estimate (Unadjusted) $2.32 14.3x
Management Estimate ("Adjusted") (2) $2.78 12.0x
</TABLE>
- ------------------------------------
(1) For the period prior to the announcement of the tender offer.
(2) Reflects share repurchases with the removal of $236.3 million of excess
capital and incurrence of $118.5 million of debt.
<PAGE>
Project Tiger
================================================================================
Stock Price Performance Since the IPO
- ------------------------------------------------
IPO Summary
- ------------------------------------------------
Offering Date: 3/19/93
Offering Amount: $150 million
Shares Issued: 6.25 million
Share Price: $24.00
% Offered: 17.68%
Parent: Hanover Isurance
================================================
- ------------------------------------------------
Valuation Multiples
- ------------------------------------------------
At IPO 10/26/98
----------- -----------
Price/Book Value(1) 1.54x 1.06x
Price/Forward EPS 13.4x 10.8x
ROE 11.5% 8.0%
================================================
- ------------------------------------------------
Price Performance Post-IPO
- ------------------------------------------------
6-m 1yr. 3yrs. 10/26/98
------- ------- ------- ---------
Citizens (14.2)% (25.0)% (18.3)% 14.8%
S&P 500 1.1% 4.1% 44.8% 138.2%
================================================
[THE FOLLOWING DATA WAS REPRESENTED BY A LINE GRAPH]
- ------------------------------------------------
Price and Trading Volume 3/19/93 to 11/13/98
- ------------------------------------------------
---------------------------------
All-Time High: $34.63 on 5/8/98
All-Time Low: $15.00 on 6/2/94
---------------------------------
---------------------------------
Stock Price Regains
IPO Price
On 2/13/97
---------------------------------
Volume
CZC (in thousands)
- ------------------------------------------------
3/19/93 25.5 3415
3/22/93 24.75 601.9
3/23/93 24.25 302
3/24/93 25 674.9
3/25/93 24.88 350.5
3/26/93 24.38 115.9
3/29/93 24.13 378.6
3/30/93 24 153
3/31/93 24.5 188.9
4/1/93 24.5 105.2
4/2/93 23.75 272.9
4/5/93 24.13 209.5
4/6/93 24 109.6
4/7/93 24.25 278.8
4/8/93 24.13 158.1
4/12/93 24.13 28.1
4/13/93 24.38 66.4
4/14/93 24.5 66.9
4/15/93 24.38 114
4/16/93 24.63 79.6
4/19/93 24.13 35.4
4/20/93 24 37.3
4/21/93 23.5 110.8
4/22/93 23.5 68.7
4/23/93 23.25 59.2
4/26/93 22.63 101.9
4/27/93 22.63 44.7
4/28/93 22.5 49.1
4/29/93 23.25 55.7
4/30/93 24.25 137.6
5/3/93 24 63.2
5/4/93 23.5 64.5
5/5/93 23.88 62.2
5/6/93 23.88 43
5/7/93 23.75 13.3
5/10/93 23.88 28
5/11/93 23.63 65.8
5/12/93 23.38 43.8
5/13/93 22.75 37.3
5/14/93 22.88 5.2
5/17/93 23 2.5
5/18/93 22.5 41.7
5/19/93 22.38 22.6
5/20/93 22.5 14.9
5/21/93 22.25 13.2
5/24/93 22.38 18.3
5/25/93 22.25 8.4
5/26/93 22 102
5/27/93 21.88 55
5/28/93 22.13 58.5
6/1/93 22.5 46.7
6/2/93 21.63 39.7
6/3/93 22.25 15.8
6/4/93 21.88 15.5
6/7/93 21.88 51.4
6/8/93 21.63 28.6
6/9/93 22 10.8
6/10/93 21.38 57.7
6/11/93 21.63 15.6
6/14/93 21.13 20.2
6/15/93 20.75 19
6/16/93 21 10
6/17/93 21 66.4
6/18/93 20.38 50
6/21/93 20.5 9.9
6/22/93 20.63 13.1
6/23/93 20 56.9
6/24/93 20.13 31.9
6/25/93 20.5 38
6/28/93 21.75 49.7
6/29/93 21.63 57.1
6/30/93 22.63 29.4
7/1/93 22.75 18.2
7/2/93 22.75 5.2
7/6/93 22.75 6.7
7/7/93 22.5 17.3
7/8/93 22.63 29.5
7/9/93 23.13 35.2
7/12/93 23 18.1
7/13/93 23 39.9
7/14/93 23.13 8.5
7/15/93 22.63 9.8
7/16/93 22 12.8
7/19/93 21.63 3.9
7/20/93 21.25 30.1
7/21/93 21.38 12
7/22/93 21.5 31.8
7/23/93 21.5 41.2
7/26/93 21.63 24.6
7/27/93 21.13 3.8
7/28/93 20.38 56
7/29/93 20.63 36.4
7/30/93 21.75 3.2
8/2/93 20.25 159.9
8/3/93 20 44.1
8/4/93 20.25 30.2
8/5/93 21.25 25.6
8/6/93 21 87.7
8/9/93 20.63 1.9
8/10/93 20.25 8
8/11/93 20.5 12.9
8/12/93 21 5
8/13/93 21.5 4
8/16/93 22 12.2
8/17/93 22 11.2
8/18/93 22.25 5.1
8/19/93 22.13 15.1
8/20/93 22 13.4
8/23/93 22 6.1
8/24/93 22 5.2
8/25/93 21.75 10
8/26/93 22.25 54.3
8/27/93 22.13 48.4
8/30/93 21.75 25.6
8/31/93 23.5 56.1
9/1/93 22.75 5.1
9/2/93 22.63 8.2
9/3/93 23 5.1
9/7/93 23 10.3
9/8/93 23 10.7
9/9/93 23.25 0.5
9/10/93 23.5 4.6
9/13/93 23.63 25.1
9/14/93 23.63 21.2
9/15/93 23.25 6.8
9/16/93 23.25 1.5
9/17/93 23.75 14.5
9/20/93 23 3.5
9/21/93 23 6.9
9/22/93 23.63 17.8
9/23/93 23.63 15.7
9/24/93 23 19.8
9/27/93 23 3.6
9/28/93 22.88 16.6
9/29/93 23 16
9/30/93 22.75 10.2
10/1/93 22.88 2.9
10/4/93 22.88 23.4
10/5/93 22.88 47.1
10/6/93 22.75 46.6
10/7/93 22.88 17.8
10/8/93 22.63 6.2
10/11/93 22.88 43.9
10/12/93 22.75 6.1
10/13/93 22.63 5.9
10/14/93 22.75 8.1
10/15/93 22.5 134.4
10/18/93 22.63 52.2
10/19/93 23 26.3
10/20/93 22.38 23.3
10/21/93 22.13 7.1
10/22/93 22.38 28.8
10/25/93 22.13 1.7
10/26/93 22.5 11.6
10/27/93 21.88 22.4
10/28/93 21.38 41.7
10/29/93 20.88 3.8
11/1/93 21.13 33.3
11/2/93 20.75 11.7
11/3/93 20.75 18
11/4/93 20.5 4
11/5/93 21.25 18.9
11/8/93 20.88 1.5
11/9/93 20.63 21.3
11/10/93 20.63 11.3
11/11/93 20.75 1.8
11/12/93 21.13 11.9
11/15/93 21 20.7
11/16/93 21.13 5.6
11/17/93 21.13 13.6
11/18/93 21 4.1
11/19/93 20 52.2
11/22/93 19 17.2
11/23/93 19.75 23.5
11/24/93 19.25 57.4
11/26/93 20.25 8.9
11/29/93 20.63 8.8
11/30/93 20.13 19.2
12/1/93 20 18.8
12/2/93 19.75 6
12/3/93 19.75 4.1
12/6/93 19.5 1.5
12/7/93 19.75 7.3
12/8/93 19.38 3.2
12/9/93 19.5 30
12/10/93 19.13 22.1
12/13/93 18.75 11.5
12/14/93 19.13 74.8
12/15/93 19.25 14.6
12/16/93 19.38 9.8
12/17/93 20.38 24.3
12/20/93 20.38 6.4
12/21/93 20.25 9.3
12/22/93 20.25 12.2
12/23/93 20.38 3.9
12/27/93 20.25 7
12/28/93 20.25 17.2
12/29/93 20 18
12/30/93 19.88 21.3
12/31/93 19.63 32.4
1/3/94 20.25 22
1/4/94 20 7.8
1/5/94 19.88 11.4
1/6/94 19.5 5.6
1/7/94 19.63 1.5
1/10/94 19.38 7
1/11/94 19.5 21.1
1/12/94 20.13 4.3
1/13/94 20.25 37.9
1/14/94 20 14.5
1/17/94 19.75 1.8
1/18/94 19.38 13.5
1/19/94 19.13 12.8
1/20/94 19 13.2
1/21/94 19.25 41.8
1/24/94 19.88 20.8
1/25/94 19.88 14.4
1/26/94 19.88 3.9
1/27/94 19.5 12.2
1/28/94 18.5 66.2
1/31/94 18.75 34.6
2/1/94 18.88 39.4
2/2/94 18.88 5.4
2/3/94 18.63 35
2/4/94 18.75 14.3
2/7/94 18.25 47
2/8/94 18.38 54.1
2/9/94 18.38 30.7
2/10/94 17.5 176.2
2/11/94 17.88 26.4
2/14/94 17.75 55.4
2/15/94 18 87.9
2/16/94 17.63 23.4
2/17/94 17.88 7.6
2/18/94 17.88 4.9
2/22/94 18.63 17.5
2/23/94 18.5 7.3
2/24/94 18.38 3.4
2/25/94 18.63 2
2/28/94 19 9.2
3/1/94 18.75 22.4
3/2/94 18.38 108.7
3/3/94 18.13 40
3/4/94 18.38 2.2
3/7/94 18.5 84.3
3/8/94 18.5 1.7
3/9/94 18.25 515.9
3/10/94 18 10.4
3/11/94 17.63 4.2
3/14/94 17.63 4.6
3/15/94 18 48.2
3/16/94 18.38 6.7
3/17/94 18.25 6.4
3/18/94 18.13 3.7
3/21/94 18 2.3
3/22/94 17.88 1.8
3/23/94 17.88 2.1
3/24/94 17.88 11.4
3/25/94 17.75 70.5
3/28/94 17.38 1.8
3/29/94 16.63 9
3/30/94 17 3.9
3/31/94 17 6.5
4/4/94 16.63 5.3
4/5/94 16.75 4.8
4/6/94 16.75 1.4
4/7/94 17.5 20.6
4/8/94 17.5 1.5
4/11/94 17.88 3.7
4/12/94 17.88 5.2
4/13/94 17.75 16.3
4/14/94 17.88 7.7
4/15/94 18.38 32.3
4/18/94 17.63 2.8
4/19/94 18 8
4/20/94 18.13 63.9
4/21/94 18.13 9.2
4/22/94 18.25 7.5
4/25/94 17.88 8.2
4/26/94 17.5 5.2
4/28/94 17 103.8
4/29/94 16.75 5.1
5/2/94 17.13 19.4
5/3/94 17.25 1.9
5/4/94 17 1.6
5/5/94 16.75 1
5/6/94 16.13 237.9
5/9/94 15.75 2.7
5/10/94 16.25 25.2
5/11/94 16.5 5.5
5/12/94 16.63 2.3
5/13/94 16.88 27.4
5/16/94 16.25 4.5
5/17/94 16.13 8
5/18/94 16 22
5/19/94 15.5 8.3
5/20/94 15.63 5.8
5/23/94 15.63 1.4
5/24/94 15.63 44.1
5/25/94 15.38 1.8
5/26/94 15.25 33.7
5/27/94 15.38 4.1
5/31/94 15.13 24.2
6/1/94 15.38 0.9
6/2/94 15 20.7
6/3/94 15.25 5.3
6/6/94 15.38 2.9
6/7/94 15.25 22.8
6/8/94 16.25 113.8
6/9/94 16.63 14.2
6/10/94 16.88 16.3
6/13/94 16.63 1.4
6/14/94 16.63 127.6
6/15/94 17 2.4
6/16/94 17.38 4.6
6/17/94 17 7.7
6/20/94 16.88 9.7
6/21/94 17.13 39.8
6/22/94 17.25 9.4
6/23/94 17.25 2
6/24/94 17.38 40.9
6/27/94 16.5 86.1
6/28/94 17 33.5
6/29/94 17.75 11.5
6/30/94 17.5 33.4
7/1/94 17.25 4.5
7/5/94 17.25 2.5
7/6/94 18.25 22.7
7/7/94 18.25 10.9
7/8/94 18.75 21.8
7/11/94 18.38 20.6
7/12/94 18.25 25.5
7/13/94 18.25 3.3
7/14/94 18.38 0.5
7/15/94 18.5 6.5
7/18/94 18.5 61.6
7/19/94 18.25 0.4
7/20/94 17.75 4.6
7/21/94 17.75 2
7/22/94 17.63 5.4
7/25/94 18 17.5
7/26/94 17.13 32.5
7/27/94 18 27.7
7/28/94 18.25 3.6
7/29/94 18.25 1.7
8/1/94 17.75 25.5
8/2/94 17.75 2.5
8/3/94 17.63 9.2
8/4/94 17.5 0.9
8/5/94 17.38 11.5
8/8/94 17.25 1.3
8/9/94 17.38 2.2
8/10/94 17 6.5
8/11/94 16.88 13.6
8/12/94 17 9.4
8/15/94 17 7.7
8/16/94 16.88 11.2
8/17/94 17 6.1
8/18/94 16.88 6.7
8/19/94 16.75 8.9
8/22/94 16.88 1.6
8/23/94 17 18
8/24/94 17 5.2
8/25/94 17.5 7.1
8/26/94 16.88 6
8/29/94 16.88 10.3
8/30/94 17.25 25.2
8/31/94 17.38 11
9/1/94 17.38 3.8
9/2/94 17.38 3.1
9/6/94 17.13 1.7
9/7/94 17.38 6.4
9/8/94 17.25 22.9
9/9/94 17 11
9/12/94 17.13 2.7
9/13/94 17.13 1.3
9/14/94 17.25 3.9
9/15/94 17.38 12.6
9/16/94 17 6.9
9/19/94 17.13 4.9
9/20/94 17.13 4.6
9/21/94 17.13 3.4
9/22/94 17.25 1.2
9/23/94 17 3.9
9/26/94 17.13 4.3
9/27/94 17 4.5
9/28/94 17 3.8
9/29/94 17 2.6
9/30/94 17.13 6.3
10/3/94 17 23.6
10/4/94 17 15.3
10/5/94 16.88 2
10/6/94 16.75 6.3
10/7/94 16.88 3.6
10/10/94 17 10.2
10/11/94 16.75 10
10/12/94 16.75 8.6
10/13/94 16.75 6.3
10/14/94 16.88 7.7
10/17/94 16.88 3.9
10/18/94 16.63 3.3
10/19/94 16.75 4.5
10/20/94 16.75 2
10/21/94 16.88 5.8
10/24/94 16.5 1.4
10/25/94 16.63 21.4
10/26/94 16.38 3.1
10/27/94 16.5 2.4
10/28/94 16.5 19.1
10/31/94 16.38 7.4
11/1/94 16.13 65.7
11/2/94 16 10.9
11/3/94 16 17.7
11/4/94 15.75 27.9
11/7/94 15.63 2.9
11/8/94 16.25 77
11/9/94 16 21.9
11/10/94 15.63 11.9
11/11/94 15.63 20.2
11/14/94 15.88 44.9
11/15/94 16 17.2
11/16/94 15.75 4.2
11/17/94 16 18.5
11/18/94 16 18.3
11/21/94 15.75 3.8
11/22/94 15.63 6.7
11/23/94 15.63 5.8
11/25/94 15.75 0.4
11/28/94 15.88 5.8
11/29/94 15.88 5.1
11/30/94 16 14.1
12/1/94 16.13 19.5
12/2/94 16 3.3
12/5/94 16 97.5
12/6/94 16 2.5
12/7/94 15.88 1.5
12/8/94 15.5 4.5
12/9/94 15.75 6.7
12/12/94 16 6.9
12/13/94 16.38 3
12/14/94 15.38 70.4
12/15/94 15.75 11.7
12/16/94 15.5 15.3
12/19/94 15.5 2.4
12/20/94 15 7.1
12/21/94 15.75 16.5
12/22/94 15.75 16.2
12/23/94 15.88 3.5
12/27/94 15.5 9.5
12/28/94 15.88 12
12/29/94 15.5 13.9
12/30/94 17 104
1/3/95 16.63 9.5
1/4/95 17 31.1
1/5/95 17 10.1
1/6/95 17 1.4
1/9/95 16.88 1.9
1/10/95 17 17.6
1/11/95 16.88 4.2
1/12/95 16.63 1.8
1/13/95 16.63 4.8
1/16/95 16.75 1.5
1/17/95 16.88 3.9
1/18/95 17.13 203.8
1/19/95 17.13 12
1/20/95 17 5.4
1/23/95 16.75 13
1/24/95 16.63 15
1/25/95 16.88 4.3
1/26/95 16.75 3.9
1/27/95 17.75 5.9
1/30/95 17.75 1.8
1/31/95 17.63 0.1
2/1/95 17.63 2.8
2/2/95 17.63 3
2/3/95 17.63 0.7
2/6/95 17.63 5.7
2/7/95 17.63 21.7
2/8/95 17.38 0
2/9/95 17.38 6.3
2/10/95 17.5 2
2/13/95 17.25 4.8
2/14/95 17.25 2
2/15/95 17.25 11.2
2/16/95 17.13 12.3
2/17/95 16.88 10.5
2/21/95 17 26.1
2/22/95 16.88 2.7
2/23/95 16.88 1.3
2/24/95 16.75 21.6
2/27/95 17 3.6
2/28/95 17.38 11.3
3/1/95 17.38 3.9
3/2/95 17 4.2
3/3/95 17 4.6
3/6/95 17 188.5
3/7/95 16.75 7.9
3/8/95 16.5 3.3
3/9/95 16.63 0.9
3/10/95 16.5 2
3/13/95 16.5 2.5
3/14/95 16.63 6
3/15/95 17.13 6.5
3/16/95 17.25 4.5
3/17/95 16.63 22.8
3/20/95 16.63 5.1
3/21/95 16.25 6.8
3/22/95 16.38 4.8
3/23/95 16.5 6.5
3/24/95 16.63 68.3
3/27/95 16.88 4.1
3/28/95 16.75 1.4
3/29/95 16.88 19.2
3/30/95 16.75 7.9
3/31/95 16.75 12
4/3/95 16.88 7
4/4/95 16.88 4.3
4/5/95 17.13 4.5
4/6/95 17.13 4.9
4/7/95 17 4.3
4/10/95 17.25 16.2
4/11/95 17.13 24.3
4/12/95 17 14.3
4/13/95 16.88 2.4
4/17/95 16.63 10.5
4/18/95 16.75 4.5
4/19/95 16.75 3.1
4/20/95 16.88 4.5
4/21/95 16.75 2.1
4/24/95 16.88 2.5
4/25/95 16.88 2.1
4/26/95 17 11.4
4/27/95 16.88 3.9
4/28/95 17 7.8
5/1/95 16.88 0.6
5/2/95 16.88 3.8
5/3/95 16.88 3.3
5/4/95 16.88 6
5/5/95 16.88 3.4
5/8/95 17 20.1
5/9/95 16.88 3.8
5/10/95 17 18.3
5/11/95 16.88 4
5/12/95 16.63 8
5/15/95 16.63 2.7
5/16/95 16.75 0.9
5/17/95 16.88 11.9
5/18/95 16.88 1.6
5/19/95 16.88 9.2
5/22/95 17.13 7.1
5/23/95 18.13 26.1
5/24/95 17.75 26.2
5/25/95 17.63 1.2
5/26/95 17.38 2.8
5/30/95 17.38 0.7
5/31/95 17.13 3.3
6/1/95 16.88 7.9
6/2/95 17 15.2
6/5/95 17.13 7.1
6/6/95 17.25 4.6
6/7/95 17.13 10
6/8/95 17.13 7
6/9/95 17 1.6
6/12/95 17.25 27.8
6/13/95 17 4.4
6/14/95 17.13 21.6
6/15/95 17.13 4.3
6/16/95 16.88 5.1
6/19/95 17 5.2
6/20/95 16.75 10.3
6/21/95 17 5.3
6/22/95 17.13 21.8
6/23/95 16.88 1.9
6/26/95 17.38 9.3
6/27/95 17.38 36.6
6/28/95 17.25 0.9
6/29/95 16.5 19.6
6/30/95 16.88 23.4
7/3/95 16.75 4.9
7/5/95 16.88 3.8
7/6/95 17.25 7.4
7/7/95 17.25 5.4
7/10/95 17.75 5
7/11/95 17.5 2
7/12/95 17.5 4.5
7/13/95 17.25 5.8
7/14/95 17.38 3.7
7/17/95 17.63 7.1
7/18/95 17.75 6.3
7/19/95 17.63 11.1
7/20/95 17.75 3.1
7/21/95 17.88 1.1
7/24/95 18 2.1
7/25/95 18.13 1.9
7/26/95 19 16.5
7/27/95 19 15.7
7/28/95 19 0.9
7/31/95 19 2.1
8/1/95 19 8.2
8/2/95 19.13 4
8/3/95 19 6.9
8/4/95 19 11.5
8/7/95 19 6.7
8/8/95 19 3
8/9/95 19.13 1.2
8/10/95 18.88 1
8/11/95 19.13 1.6
8/14/95 19 5.9
8/15/95 18.88 1.1
8/16/95 18.88 0.4
8/17/95 19.25 3
8/18/95 19 14
8/21/95 19 0.8
8/22/95 19 1.5
8/23/95 19 1.9
8/24/95 19.25 3.5
8/25/95 19 5.8
8/28/95 19.25 22.9
8/29/95 19.25 8.3
8/30/95 19.25 3.8
8/31/95 19.13 0.4
9/1/95 19.13 0.3
9/5/95 18.88 7.1
9/6/95 18.38 16.3
9/7/95 18.13 29.3
9/8/95 18.5 8.4
9/11/95 18.63 1.4
9/12/95 18.63 0
9/13/95 19 2.3
9/14/95 18.5 13.1
9/15/95 19 10.2
9/18/95 19 4.2
9/19/95 19.13 49.4
9/20/95 19 21.6
9/21/95 18.75 29.5
9/22/95 18.88 0.1
9/25/95 19.25 317.6
9/26/95 19.13 0.1
9/27/95 19 11
9/28/95 19 6.9
9/29/95 19 1.7
10/2/95 19 2.6
10/3/95 19.13 8.8
10/4/95 18.75 6.4
10/5/95 18.5 4.6
10/6/95 18.25 1.1
10/9/95 18.13 1.4
10/10/95 17.75 1.3
10/11/95 18 6.1
10/12/95 18.38 3.5
10/13/95 18.63 5.6
10/16/95 18 10.8
10/17/95 17.5 14.6
10/18/95 17.5 40.6
10/19/95 17.5 45.8
10/20/95 17.5 34.4
10/23/95 17.75 34.8
10/24/95 18 2.4
10/25/95 18.25 4.5
10/26/95 18.63 5.9
10/27/95 18.38 1.7
10/30/95 18.38 0.2
10/31/95 18.13 3.1
11/1/95 18.38 2.9
11/2/95 18.63 0.7
11/3/95 19.25 16.1
11/6/95 19.25 4.3
11/7/95 19 2.3
11/8/95 18.88 1.2
11/9/95 19 8
11/10/95 19 0.8
11/13/95 19 0.8
11/14/95 19 1.2
11/15/95 18.5 5.9
11/16/95 18.25 3.7
11/17/95 18 3.7
11/20/95 17.75 7.7
11/21/95 18 7.3
11/22/95 18 2.6
11/24/95 18 2.5
11/27/95 18.25 4.5
11/28/95 18.25 3.6
11/29/95 18.38 1.4
11/30/95 18.63 15.4
12/1/95 18.75 23.8
12/4/95 18.75 25.1
12/5/95 18.75 25.3
12/6/95 18.63 37.9
12/7/95 18.63 11.1
12/8/95 19.13 11.7
12/11/95 19.13 11.2
12/12/95 18.63 5.1
12/13/95 18.75 66.8
12/14/95 19 13.6
12/15/95 19 11.2
12/18/95 18.88 4.6
12/19/95 18.88 43.8
12/20/95 19 86.4
12/21/95 18.88 8.9
12/22/95 18.88 28.6
12/26/95 18.88 18.8
12/27/95 18.75 6.1
12/28/95 18.63 4.8
12/29/95 18.63 20.3
1/2/96 18.63 1.1
1/3/96 18.75 23
1/4/96 18.63 0.2
1/5/96 18.88 51.5
1/8/96 18.75 6
1/9/96 18.88 38
1/10/96 18.75 14.2
1/11/96 18.75 8.6
1/12/96 18.75 17
1/15/96 18.75 2.5
1/16/96 18.88 4
1/17/96 18.75 7.2
1/18/96 18.75 5.8
1/19/96 18.5 4.3
1/22/96 18.63 20.3
1/23/96 18.75 3.8
1/24/96 18.88 2.3
1/25/96 18.75 2.4
1/26/96 18.88 3.2
1/29/96 19 3.6
1/30/96 18.75 4.2
1/31/96 18.63 10.4
2/1/96 18.63 7.6
2/2/96 18.63 2.5
2/5/96 18.75 6.7
2/6/96 18.75 8.8
2/7/96 19.25 22.5
2/8/96 19.38 1.5
2/9/96 19.38 2.3
2/12/96 19.63 0.6
2/13/96 19.63 1.4
2/14/96 19.88 4.1
2/15/96 20 4
2/16/96 19.75 3.2
2/20/96 19.75 3
2/21/96 19.63 0
2/22/96 19.75 5.9
2/23/96 19.63 2.1
2/26/96 19.75 1.6
2/27/96 19.75 1.7
2/28/96 19.63 1.9
2/29/96 19.63 1.9
3/1/96 19.63 0.4
3/4/96 19.88 6.3
3/5/96 20 3.8
3/6/96 20 5.4
3/7/96 20.13 0.3
3/8/96 19.63 3.8
3/11/96 19.75 4.3
3/12/96 19.75 3.9
3/13/96 20 2.2
3/14/96 19.75 5.8
3/15/96 19.75 4.2
3/18/96 19.63 4.1
3/19/96 19.63 22.2
3/20/96 20 11.6
3/21/96 19.88 3.7
3/22/96 19.38 0
3/25/96 19.38 0
3/26/96 19.88 9.9
3/27/96 19.5 12.8
3/28/96 19.63 4.8
3/29/96 19.5 1.7
4/1/96 19.38 10.4
4/2/96 19 6.5
4/3/96 19 13.1
4/4/96 19 2
4/8/96 19 1.6
4/9/96 19.13 8.1
4/10/96 19.25 4
4/11/96 19.38 3.6
4/12/96 19.38 3.1
4/15/96 19.38 7.4
4/16/96 19.5 2.9
4/17/96 19.38 3.9
4/18/96 19.38 4
4/19/96 19.38 14.3
4/22/96 19.5 3.2
4/23/96 19.5 4.3
4/24/96 19.63 1
4/25/96 19.5 17.1
4/26/96 19.63 5.1
4/29/96 19.63 0.6
4/30/96 19.5 8.3
5/1/96 19.5 2.4
5/2/96 19.13 3.1
5/3/96 19 9.3
5/6/96 18.38 44
5/7/96 18.38 34.9
5/8/96 18.13 23.5
5/9/96 18 40.3
5/10/96 18 52.4
5/13/96 18.25 32.1
5/14/96 18.25 66.7
5/15/96 18.13 25.3
5/16/96 18.13 42.5
5/17/96 18.13 43.1
5/20/96 18 24.6
5/21/96 18.25 51.2
5/22/96 18.13 72.2
5/23/96 18.38 103.9
5/24/96 18.25 55.9
5/28/96 18.38 9.3
5/29/96 18.13 23
5/30/96 18.13 10.9
5/31/96 18.25 32
6/3/96 18.25 20
6/4/96 18.25 9.1
6/5/96 18.38 23.1
6/6/96 18.25 8.5
6/7/96 18.13 47.7
6/10/96 18.38 54.6
6/11/96 18.75 2.6
6/12/96 19.25 18.5
6/13/96 19.13 1.4
6/14/96 18.88 0.6
6/17/96 18.75 307.6
6/18/96 18.75 5.1
6/19/96 18.88 5.1
6/20/96 18.5 7.1
6/21/96 18.63 27.8
6/24/96 19 7.6
6/25/96 19.38 9.8
6/26/96 18.88 6.8
6/27/96 19 6
6/28/96 18.75 12.5
7/1/96 18.88 2.9
7/2/96 19.25 4.2
7/3/96 19 10.4
7/5/96 18.88 5.9
7/8/96 18.88 2.7
7/9/96 19.25 11.5
7/10/96 19.63 21.9
7/11/96 19.13 6
7/12/96 19.38 3
7/15/96 19.25 1
7/16/96 18.75 4.2
7/17/96 19 4.2
7/18/96 18.88 1.5
7/19/96 19 0.1
7/22/96 18.88 7.6
7/23/96 18.5 6.2
7/24/96 18.63 1.1
7/25/96 18.75 6
7/26/96 18.75 0.9
7/29/96 18.75 0.2
7/30/96 18.75 2
7/31/96 18.63 2.4
8/1/96 19.13 4.9
8/2/96 19.5 6.2
8/5/96 19.63 6.3
8/6/96 19.5 2.6
8/7/96 19 2.1
8/8/96 19 2.8
8/9/96 18.88 0
8/12/96 19 3.3
8/13/96 18.75 3.3
8/14/96 18.75 2
8/15/96 19 3.3
8/16/96 19.13 3.2
8/19/96 19 0
8/20/96 19.13 1
8/21/96 19.25 4
8/22/96 19.38 3.3
8/23/96 19.25 28.5
8/26/96 19.25 0.4
8/27/96 19.25 2.7
8/28/96 19.38 2.1
8/29/96 19.38 8.6
8/30/96 19.5 7.6
9/3/96 19.88 15.1
9/4/96 20 4.7
9/5/96 20 2.2
9/6/96 20.13 0.8
9/9/96 20.25 1.3
9/10/96 20.75 7.2
9/11/96 21 7.1
9/12/96 21.13 1.8
9/13/96 21.38 10.2
9/16/96 21.63 3.9
9/17/96 21.5 2.9
9/18/96 21.38 1.8
9/19/96 22.13 18
9/20/96 22 6.9
9/23/96 22 0.4
9/24/96 22.25 25
9/25/96 22.25 8.6
9/26/96 22.38 27.2
9/27/96 22.38 5.4
9/30/96 21.88 29.5
10/1/96 22.13 2.3
10/2/96 22.5 7.8
10/3/96 22.13 13.1
10/4/96 21.75 10.5
10/7/96 21.25 3.2
10/8/96 21.25 2.1
10/9/96 21 1.3
10/10/96 20.75 3.5
10/11/96 20.38 2.6
10/14/96 20.5 1.7
10/15/96 20.25 1.3
10/16/96 20.25 3.7
10/17/96 20.25 1.8
10/18/96 20.63 5.9
10/21/96 20.63 1
10/22/96 20.5 0.6
10/23/96 20.25 2.1
10/24/96 20.38 0.6
10/25/96 20.38 5.6
10/28/96 20.5 16.9
10/29/96 20.38 5.5
10/30/96 20.38 0.3
10/31/96 20.13 9.8
11/1/96 20.13 10.3
11/4/96 20.63 18.7
11/5/96 20.63 24.2
11/6/96 20.75 11.6
11/7/96 20.63 8.2
11/8/96 20.75 0.7
11/11/96 20.5 4.3
11/12/96 20.5 3.6
11/13/96 20.75 3.7
11/14/96 20.5 3.2
11/15/96 20.5 13.2
11/18/96 21 32.8
11/19/96 21.38 1.9
11/20/96 21.25 0.9
11/21/96 21.38 2.4
11/22/96 21.13 2.3
11/25/96 21.25 0.9
11/26/96 21.25 2.5
11/27/96 21.5 12.4
11/29/96 21.88 2.3
12/2/96 22 12
12/3/96 21.88 2.1
12/4/96 21.88 7.2
12/5/96 21.75 1.3
12/6/96 21.5 7.3
12/9/96 21.88 5
12/10/96 21.38 10.5
12/11/96 21.38 23.6
12/12/96 22 4.2
12/13/96 22.13 3.3
12/16/96 22 3.3
12/17/96 21.75 3.7
12/18/96 22 21.3
12/19/96 22 23.9
12/20/96 22 4
12/23/96 22 1.6
12/24/96 22.13 4.3
12/26/96 22.13 7.9
12/27/96 22.75 8.7
12/30/96 22.75 6.5
12/31/96 22.5 8.6
1/2/97 22.38 8.9
1/3/97 22.38 5.9
1/6/97 22.25 7.3
1/7/97 22.38 4
1/8/97 22.25 2.6
1/9/97 22.5 12
1/10/97 22.38 15.1
1/13/97 22.38 2
1/14/97 22.5 0.4
1/15/97 22.25 8.9
1/16/97 22 34.1
1/17/97 22.38 11.4
1/20/97 22.25 1.8
1/21/97 22.88 16.8
1/22/97 23.13 14.6
1/23/97 23.63 17.8
1/24/97 23.63 12.4
1/27/97 23.63 6.1
1/28/97 23.5 3.9
1/29/97 23.63 4.7
1/30/97 23.75 5.7
1/31/97 23.63 0.2
2/3/97 23.63 8.5
2/4/97 23.75 8.2
2/5/97 23.75 5.4
2/6/97 23.63 4.2
2/7/97 23.38 7.2
2/10/97 23.5 61.8
2/11/97 23.38 1.9
2/12/97 23.88 11.1
2/13/97 24.13 37
2/14/97 24 3.1
2/18/97 24.88 2.9
2/19/97 25 14.8
2/20/97 25 9.8
2/21/97 24.75 14.8
2/24/97 24.75 4.3
2/25/97 24.75 6.2
2/26/97 24.63 9.9
2/27/97 24.5 4
2/28/97 24.88 7.9
3/3/97 24.75 6.8
3/4/97 24.88 2.2
3/5/97 25 19.4
3/6/97 24.88 10.2
3/7/97 24.88 1.5
3/10/97 24.88 0.2
3/11/97 25 9.2
3/12/97 24.63 2
3/13/97 24.75 4.2
3/14/97 24.75 3.4
3/17/97 24.75 0.2
3/18/97 24.75 3.1
3/19/97 24.75 1.9
3/20/97 25 3.2
3/21/97 24.88 11.2
3/24/97 25.13 2.2
3/25/97 24.38 12.2
3/26/97 23.63 5.2
3/27/97 23.88 11.9
3/31/97 24.63 8.8
4/1/97 24.88 12.6
4/2/97 24.75 36.8
4/3/97 23.88 9.3
4/4/97 24.13 2.6
4/7/97 24.13 5.7
4/8/97 24.25 6.7
4/9/97 24.25 12.7
4/10/97 24.88 8.8
4/11/97 24.5 2.2
4/14/97 24 0
4/15/97 24.5 0.5
4/16/97 24.25 1
4/17/97 24.13 0.5
4/18/97 24 0.6
4/21/97 23.88 0.7
4/22/97 24.25 4.9
4/23/97 24.13 0.4
4/24/97 24.25 1.9
4/25/97 24.25 1.5
4/28/97 24.25 1.9
4/29/97 25.5 12.7
4/30/97 26.5 40.6
5/1/97 25.38 16
5/2/97 26.13 13
5/5/97 26.13 4.6
5/6/97 25.75 12.2
5/7/97 25.75 2.3
5/8/97 26.38 7.5
5/9/97 26.75 22.2
5/12/97 26.75 13.8
5/13/97 26.75 10.3
5/14/97 26.5 35.2
5/15/97 25.5 3.6
5/16/97 25.63 3.9
5/19/97 25.38 1.4
5/20/97 25.13 4.2
5/21/97 25 2
5/22/97 25.13 3.1
5/23/97 25.25 3.8
5/27/97 24.75 0
5/28/97 25.25 0.9
5/29/97 25 12.6
5/30/97 25.38 3.6
6/2/97 25.38 1.5
6/3/97 25 0
6/4/97 25.13 2
6/5/97 25.75 11.9
6/6/97 25.5 3.1
6/9/97 25.5 0.2
6/10/97 26 4.4
6/11/97 26.25 10.5
6/12/97 26.25 1
6/13/97 26.63 7.9
6/16/97 27.25 6.7
6/17/97 27.25 11.4
6/18/97 27.38 7.3
6/19/97 27.13 6.7
6/20/97 25.88 15.8
6/23/97 25.88 4.1
6/24/97 26.38 10
6/25/97 26.94 5.2
6/26/97 27.44 18.7
6/27/97 27.81 20.2
6/30/97 27.63 23.5
7/1/97 27.81 21.2
7/2/97 28.88 15.2
7/3/97 29.06 12.1
7/7/97 28.88 11.7
7/8/97 28.94 21
7/9/97 28.25 23.2
7/10/97 28.5 4.1
7/11/97 28.38 0.4
7/14/97 28.38 0.6
7/15/97 28.63 23
7/16/97 28.94 14.1
7/17/97 28.13 24.3
7/18/97 28.5 7.3
7/21/97 28.5 49.1
7/22/97 28.63 2.2
7/23/97 28.63 9.8
7/24/97 28.44 26.5
7/25/97 28.38 83.3
7/28/97 28.44 14.7
7/29/97 28.13 0.9
7/30/97 29.06 23.8
7/31/97 29 10.8
8/1/97 29.31 2
8/4/97 29.75 3.2
8/5/97 29.63 9.1
8/6/97 30.44 5.1
8/7/97 29.44 22
8/8/97 29.06 2.4
8/11/97 29.94 14.3
8/12/97 29.88 6.7
8/13/97 29.88 0.9
8/14/97 29.75 2.2
8/15/97 29.13 11.7
8/18/97 29 6.1
8/19/97 28.88 6.1
8/20/97 28.63 5.3
8/21/97 28.63 1.7
8/22/97 28.13 6.5
8/25/97 28.13 3.2
8/26/97 28.25 1.5
8/27/97 28.25 5.1
8/28/97 28.63 2.1
8/29/97 28.25 4.7
9/2/97 28.25 7.3
9/3/97 28.13 8
9/4/97 28.75 13.9
9/5/97 28.19 3.9
9/8/97 28.38 8.6
9/9/97 28.44 0.6
9/10/97 28.44 6.5
9/11/97 28.44 6.8
9/12/97 28.44 0.8
9/15/97 27.81 4.9
9/16/97 28.06 6.3
9/17/97 28.06 85.5
9/18/97 28 1
9/19/97 28.06 3.4
9/22/97 28.25 11.7
9/23/97 28.44 14.7
9/24/97 28.19 2.7
9/25/97 28.63 9.3
9/26/97 28.63 0.9
9/29/97 28.63 3.1
9/30/97 28.94 30.1
10/1/97 30 16
10/2/97 30.75 16
10/3/97 30 157.9
10/6/97 30 50
10/7/97 30.19 82.3
10/8/97 30.13 41.5
10/9/97 30.25 26.2
10/10/97 31 38.5
10/13/97 31.06 42
10/14/97 30.25 26.3
10/15/97 30.25 26.2
10/16/97 30.13 376.8
10/17/97 29.63 18.9
10/20/97 30 16.1
10/21/97 30.56 9.9
10/22/97 30.56 10.4
10/23/97 30 28.4
10/24/97 29.88 20.3
10/27/97 29.13 7
10/28/97 29 5.4
10/29/97 29.06 5.1
10/30/97 28.94 2.7
10/31/97 29.31 11.2
11/3/97 29.69 1.3
11/4/97 30.38 3.9
11/5/97 29.88 6.4
11/6/97 29.56 2.1
11/7/97 28.63 269.7
11/10/97 29.44 7.8
11/11/97 29.19 3.1
11/12/97 29.06 0.6
11/13/97 28.81 2.2
11/14/97 28.88 2.9
11/17/97 29.31 2.5
11/18/97 28.81 2.1
11/19/97 28.75 2
11/20/97 28.88 3.2
11/21/97 29.31 2.1
11/24/97 28.94 2.4
11/25/97 28.75 2.8
11/26/97 28.56 6.5
11/28/97 29.44 5.8
12/1/97 29.44 5.1
12/2/97 29.38 0.9
12/3/97 28.75 16.3
12/4/97 29 2.2
12/5/97 29 0.1
12/8/97 28.94 0.8
12/9/97 29.13 1.8
12/10/97 28.63 3.6
12/11/97 28.81 1.5
12/12/97 28.88 0.7
12/15/97 28.81 3
12/16/97 28.81 1.7
12/17/97 28.69 18.9
12/18/97 28.63 0.3
12/19/97 28.56 10.5
12/22/97 28.38 18.7
12/23/97 28.25 8.1
12/24/97 28 9.8
12/26/97 27.81 17.8
12/29/97 28.31 3.8
12/30/97 28.69 2.3
12/31/97 28.75 7.3
1/2/98 29.75 6.2
1/5/98 29.63 1.7
1/6/98 28.88 5.6
1/7/98 28.38 8.8
1/8/98 27.38 6.6
1/9/98 27.31 9.3
1/12/98 27.06 3.6
1/13/98 27.31 1.5
1/14/98 27.69 1.4
1/15/98 27.94 1.3
1/16/98 28 8.2
1/20/98 27.81 9.8
1/21/98 27.75 2.3
1/22/98 27.13 16.9
1/23/98 26.69 3
1/26/98 26.69 2
1/27/98 27.44 6.2
1/28/98 27.38 15
1/29/98 26.75 26
1/30/98 27.31 20.9
2/2/98 27.5 3.4
2/3/98 27.31 5.4
2/4/98 27.31 4.9
2/5/98 27.56 2.7
2/6/98 29.31 17.2
2/9/98 29.56 3.6
2/10/98 30.31 13.1
2/11/98 31.13 13.7
2/12/98 31.63 9.9
2/13/98 31.69 7.4
2/17/98 30.69 7
2/18/98 31.69 7
2/19/98 33.31 14.1
2/20/98 33.31 8.1
2/23/98 32.88 0
2/24/98 32.94 3.7
2/25/98 34 14.5
2/26/98 33.5 8.9
2/27/98 33.38 2.7
3/2/98 33 1
3/3/98 32.56 1.4
3/4/98 32.69 3.2
3/5/98 33.06 1.7
3/6/98 33.81 3
3/9/98 33.69 0.5
3/10/98 33.56 17
3/11/98 33.19 4.5
3/12/98 32.63 0
3/13/98 33.25 1.4
3/16/98 32.88 1.6
3/17/98 32.81 0.8
3/18/98 32.69 1.7
3/19/98 31.56 3.9
3/20/98 31.19 2.6
3/23/98 31.44 2.1
3/24/98 31.63 1
3/25/98 31.63 0.9
3/26/98 30.38 10.8
3/27/98 31.19 10.6
3/30/98 31.5 4.1
3/31/98 31.13 29.1
4/1/98 34.5 22.9
4/2/98 34.56 16.6
4/3/98 34 2.9
4/6/98 33.75 0.6
4/7/98 33.13 5
4/8/98 31.94 12.6
4/9/98 32.25 3.8
4/13/98 32.69 7
4/14/98 32.94 11.5
4/15/98 32.75 0.6
4/16/98 32 11.3
4/17/98 31.44 7.9
4/20/98 31.63 3.5
4/21/98 32.13 4.6
4/22/98 31.81 2.4
4/23/98 31.63 9.1
4/24/98 31.69 8.2
4/27/98 31.5 6.3
4/28/98 31.56 1.8
4/29/98 31.81 4.2
4/30/98 32 4.5
5/1/98 32.44 4.1
5/4/98 33.06 8.1
5/5/98 34.19 9.7
5/6/98 33.19 8.2
5/7/98 33.56 1.9
5/8/98 34.63 9.7
5/11/98 34.13 6.7
5/12/98 33.63 3
5/13/98 33.69 1.6
5/14/98 33.63 0.2
5/15/98 33.31 3
5/18/98 33.56 3.5
5/19/98 34.56 4.5
5/20/98 34.19 7.7
5/21/98 34.38 5.1
5/22/98 33.88 3.8
5/26/98 33.5 1.5
5/27/98 33 2.5
5/28/98 33.06 3.2
5/29/98 32.13 16.4
6/1/98 32.13 4.1
6/2/98 31.88 5.3
6/3/98 32 1.5
6/4/98 32.38 9.9
6/5/98 32.56 3.9
6/8/98 32.75 5.3
6/9/98 32 10.2
6/10/98 31.88 1
6/11/98 30.63 4.6
6/12/98 31.19 7.2
6/15/98 31 2.1
6/16/98 31.19 1.5
6/17/98 31.06 4.6
6/18/98 30.63 18.4
6/19/98 30.94 2.3
6/22/98 30.94 0.4
6/23/98 31.19 5.4
6/24/98 31.44 9.3
6/25/98 30.56 13.1
6/26/98 31.25 2.9
6/29/98 31.31 5.2
6/30/98 31.31 14.4
7/1/98 31.31 2.1
7/2/98 31.44 22.5
7/6/98 31.44 5.4
7/7/98 31.38 2.7
7/8/98 31.13 0.7
7/9/98 31.25 2.4
7/10/98 31.31 8.1
7/13/98 31.31 1.1
7/14/98 30.75 0
7/15/98 31.13 1.5
7/16/98 31.19 0.3
7/17/98 31.25 6.1
7/20/98 30.94 1.5
7/21/98 30.38 2.1
7/22/98 30.75 3.4
7/23/98 30.44 0.7
7/24/98 30.25 1.2
7/27/98 30.19 2.5
7/28/98 30 2.5
7/29/98 29.81 2.6
7/30/98 29.63 1.4
7/31/98 28.81 11.1
8/3/98 27.25 28.1
8/4/98 27.38 9.3
8/5/98 28.25 15.9
8/6/98 28.13 0.8
8/7/98 27.88 7.5
8/10/98 27.63 1.8
8/11/98 27.25 1.6
8/12/98 27.13 5.1
8/13/98 27.19 4.2
8/14/98 27.31 706.7
8/17/98 27.31 0.7
8/18/98 27.38 9.6
8/19/98 27.5 1.8
8/20/98 27.69 5.4
8/21/98 27.56 3.1
8/24/98 27.19 1
8/25/98 27 1.7
8/26/98 26.38 1.1
8/27/98 25.88 1.2
8/28/98 25.44 0.8
8/31/98 25.31 3.1
9/1/98 25 1.4
9/2/98 24.88 4.1
9/3/98 23.88 7.5
9/4/98 23.88 1
9/8/98 24.44 2.3
9/9/98 24.44 4.4
9/10/98 24.5 0.6
9/11/98 25 2.5
9/14/98 25.69 5
9/15/98 25.69 16.9
9/16/98 25.81 0.3
9/17/98 25.63 1.8
9/18/98 27.69 14
9/21/98 27.69 4.6
9/22/98 28.31 1.5
9/23/98 28.44 11.1
9/24/98 28.25 3.2
9/25/98 27.44 1.1
9/28/98 27.75 2.3
9/29/98 27.5 2
9/30/98 26.94 6.6
10/1/98 26.81 3.4
10/2/98 27.44 2.6
10/5/98 27.25 6.3
10/6/98 26.69 5.8
10/7/98 26.5 0.9
10/8/98 26.19 2.6
10/9/98 25.88 3.5
10/12/98 25.88 3.2
10/13/98 26.06 3.6
10/14/98 26.5 1.5
10/15/98 26.63 1.8
10/16/98 26.69 7.8
10/19/98 27.5 3.6
10/20/98 28.38 4.3
10/21/98 28.38 7.2
10/22/98 28.75 12.9
10/23/98 28.5 2.8
10/26/98 27.56 21.9
10/27/98 29.5 314
10/28/98 29.94 200.2
10/29/98 29.88 230.5
10/30/98 30.25 52.3
11/2/98 30.13 5.8
11/3/98 30 39.1
11/4/98 30.06 301.3
11/5/98 30.19 418.3
11/6/98 30.25 31.2
11/9/98 31 8.8
11/10/98 30.38 3.6
11/11/98 30.31 6.6
11/12/98 30.56 5.6
- -----------------------------------------------
- ------------------------------
(1) Based on $24.00 IPO price divided by pro forma
book value per share of $15.62
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Overview of Citizens Corporation
================================================================================
Analysis of Trading Volume, from 10/27/1997 to 10/26/1998
- --------------------------------------------------------------------------------
Percent of volume Traded in Stock Price Range
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
Volume
$23.00
to
$23.99 8,500
$24.00 11,400
$25.00 39,700
$26.00 66,100
$27.00 975,000
$28.00 497,200
$29.00 103,200
$30.00 87,500
$31.00 260,100
$32.00 111,100
$33.00 109,000
$34.00
to
$34.99 100,300
====================================
- --------------------------------------------------------------------------------
Percent of volume Traded in Stock Price Range
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
Volume
$23.99 8,500
$24.99 19,900
$25.99 59,600
$26.99 125,700
$27.99 1,100,700
$28.99 1,597,900
$29.99 1,701,100
$30.99 1,788,600
$31.99 2,048,700
$32.99 2,159,800
$33.99 2,268,800
$34.99 2,369,100
====================================
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Relative Stock Price Performance of CZC and AFC
- ----------------------------------------------------
October 11, 1995(1) to November 13, 1998
(Indexed Stock Price)
- ----------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A LINE GRAPH]
- ----------------------------------------------------
Ending Indexed Price
--------------------
AFC: 210.6
CZC: 168.8
- ----------------------------------------------------
DATE CZC AFC
10/11/95 100 100
10/12/95 102.08 101.55
10/13/95 103.47 104.64
10/16/95 100 104.64
10/17/95 97.22 104.12
10/18/95 97.22 106.7
10/19/95 97.22 107.73
10/20/95 97.22 107.73
10/23/95 98.61 105.15
10/24/95 100 105.67
10/25/95 101.39 106.7
10/26/95 103.47 105.67
10/27/95 102.08 103.09
10/30/95 102.08 102.58
10/31/95 100.69 103.61
11/1/95 102.08 106.19
11/2/95 103.47 106.7
11/3/95 106.94 104.64
11/6/95 106.94 101.55
11/7/95 105.56 102.06
11/8/95 104.86 102.58
11/9/95 105.56 102.58
11/10/95 105.56 102.06
11/13/95 105.56 102.06
11/14/95 105.56 101.03
11/15/95 102.78 102.58
11/16/95 101.39 104.12
11/17/95 100 104.12
11/20/95 98.61 104.12
11/21/95 100 102.58
11/22/95 100 103.09
11/24/95 100 102.06
11/27/95 101.39 104.64
11/28/95 101.39 105.15
11/29/95 102.08 106.19
11/30/95 103.47 107.22
12/1/95 104.17 107.73
12/4/95 104.17 109.79
12/5/95 104.17 110.31
12/6/95 103.47 117.01
12/7/95 103.47 114.95
12/8/95 106.25 114.95
12/11/95 106.25 114.95
12/12/95 103.47 116.49
12/13/95 104.17 113.92
12/14/95 105.56 114.43
12/15/95 105.56 113.4
12/18/95 104.86 111.34
12/19/95 104.86 112.37
12/20/95 105.56 110.31
12/21/95 104.86 111.86
12/22/95 104.86 111.86
12/26/95 104.86 112.37
12/27/95 104.17 111.86
12/28/95 103.47 111.34
12/29/95 103.47 111.34
1/2/96 103.47 107.73
1/3/96 104.17 110.82
1/4/96 103.47 111.34
1/5/96 104.86 110.31
1/8/96 104.17 109.79
1/9/96 104.86 108.76
1/10/96 104.17 106.19
1/11/96 104.17 107.22
1/12/96 104.17 110.31
1/15/96 104.17 110.82
1/16/96 104.86 110.82
1/17/96 104.17 112.89
1/18/96 104.17 113.4
1/19/96 102.78 110.82
1/22/96 103.47 108.76
1/23/96 104.17 106.7
1/24/96 104.86 104.64
1/25/96 104.17 105.67
1/26/96 104.86 106.19
1/29/96 105.56 107.22
1/30/96 104.17 109.79
1/31/96 103.47 109.79
2/1/96 103.47 109.28
2/2/96 103.47 108.76
2/5/96 104.17 110.31
2/6/96 104.17 110.82
2/7/96 106.94 112.37
2/8/96 107.64 111.86
2/9/96 107.64 111.34
2/12/96 109.03 110.82
2/13/96 109.03 115.46
2/14/96 110.42 112.37
2/15/96 111.11 111.86
2/16/96 109.72 111.86
2/20/96 109.72 108.25
2/21/96 109.03 108.76
2/22/96 109.72 112.89
2/23/96 109.03 111.34
2/26/96 109.72 109.79
2/27/96 109.72 109.79
2/28/96 109.03 110.31
2/29/96 109.03 111.34
3/1/96 109.03 110.82
3/4/96 110.42 111.86
3/5/96 111.11 110.82
3/6/96 111.11 111.86
3/7/96 111.81 111.86
3/8/96 109.03 107.22
3/11/96 109.72 106.7
3/12/96 109.72 104.64
3/13/96 111.11 103.61
3/14/96 109.72 107.73
3/15/96 109.72 104.64
3/18/96 109.03 104.64
3/19/96 109.03 105.67
3/20/96 111.11 106.19
3/21/96 110.42 105.67
3/22/96 107.64 104.64
3/25/96 107.64 105.15
3/26/96 110.42 106.7
3/27/96 108.33 107.22
3/28/96 109.03 109.28
3/29/96 108.33 108.76
4/1/96 107.64 109.28
4/2/96 105.56 108.76
4/3/96 105.56 108.25
4/4/96 105.56 108.25
4/8/96 105.56 106.7
4/9/96 106.25 106.7
4/10/96 106.94 107.22
4/11/96 107.64 105.67
4/12/96 107.64 106.19
4/15/96 107.64 106.7
4/16/96 108.33 105.15
4/17/96 107.64 106.19
4/18/96 107.64 106.19
4/19/96 107.64 107.22
4/22/96 108.33 106.7
4/23/96 108.33 105.67
4/24/96 109.03 105.67
4/25/96 108.33 106.19
4/26/96 109.03 106.19
4/29/96 109.03 106.19
4/30/96 108.33 107.22
5/1/96 108.33 107.22
5/2/96 106.25 105.15
5/3/96 105.56 105.67
5/6/96 102.08 107.73
5/7/96 102.08 108.76
5/8/96 100.69 109.28
5/9/96 100 107.22
5/10/96 100 109.28
5/13/96 101.39 108.25
5/14/96 101.39 109.28
5/15/96 100.69 108.76
5/16/96 100.69 107.73
5/17/96 100.69 107.73
5/20/96 100 108.76
5/21/96 101.39 109.28
5/22/96 100.69 110.31
5/23/96 102.08 109.28
5/24/96 101.39 110.31
5/28/96 102.08 109.79
5/29/96 100.69 110.82
5/30/96 100.69 113.92
5/31/96 101.39 109.28
6/3/96 101.39 110.31
6/4/96 101.39 110.82
6/5/96 102.08 110.31
6/6/96 101.39 109.79
6/7/96 100.69 110.31
6/10/96 102.08 110.82
6/11/96 104.17 110.31
6/12/96 106.94 111.34
6/13/96 106.25 111.86
6/14/96 104.86 112.89
6/17/96 104.17 113.4
6/18/96 104.17 115.46
6/19/96 104.86 115.46
6/20/96 102.78 115.46
6/21/96 103.47 115.46
6/24/96 105.56 115.98
6/25/96 107.64 117.01
6/26/96 104.86 119.59
6/27/96 105.56 120.1
6/28/96 104.17 123.2
7/1/96 104.86 120.62
7/2/96 106.94 122.16
7/3/96 105.56 119.59
7/5/96 104.86 117.53
7/8/96 104.86 116.49
7/9/96 106.94 117.01
7/10/96 109.03 117.53
7/11/96 106.25 115.98
7/12/96 107.64 116.49
7/15/96 106.94 117.01
7/16/96 104.17 115.98
7/17/96 105.56 119.07
7/18/96 104.86 120.1
7/19/96 105.56 119.07
7/22/96 104.86 116.49
7/23/96 102.78 116.49
7/24/96 103.47 117.01
7/25/96 104.17 116.49
7/26/96 104.17 117.01
7/29/96 104.17 116.49
7/30/96 104.17 117.53
7/31/96 103.47 122.16
8/1/96 106.25 124.74
8/2/96 108.33 123.2
8/5/96 109.03 120.62
8/6/96 108.33 122.68
8/7/96 105.56 125.26
8/8/96 105.56 125.77
8/9/96 104.86 128.35
8/12/96 105.56 128.87
8/13/96 104.17 128.87
8/14/96 104.17 132.99
8/15/96 105.56 132.99
8/16/96 106.25 132.99
8/19/96 105.56 132.47
8/20/96 106.25 132.99
8/21/96 106.94 129.9
8/22/96 107.64 126.8
8/23/96 106.94 126.29
8/26/96 106.94 127.32
8/27/96 106.94 127.84
8/28/96 107.64 128.87
8/29/96 107.64 128.87
8/30/96 108.33 127.32
9/3/96 110.42 124.74
9/4/96 111.11 124.23
9/5/96 111.11 126.8
9/6/96 111.81 130.41
9/9/96 112.5 129.38
9/10/96 115.28 129.9
9/11/96 116.67 129.9
9/12/96 117.36 129.9
9/13/96 118.75 129.9
9/16/96 120.14 130.93
9/17/96 119.44 131.96
9/18/96 118.75 134.02
9/19/96 122.92 133.51
9/20/96 122.22 131.44
9/23/96 122.22 129.9
9/24/96 123.61 131.44
9/25/96 123.61 130.93
9/26/96 124.31 130.93
9/27/96 124.31 132.99
9/30/96 121.53 134.02
10/1/96 122.92 134.54
10/2/96 125 136.08
10/3/96 122.92 136.6
10/4/96 120.83 141.75
10/7/96 118.06 138.14
10/8/96 118.06 136.08
10/9/96 116.67 135.05
10/10/96 115.28 134.54
10/11/96 113.19 134.54
10/14/96 113.89 135.05
10/15/96 112.5 134.02
10/16/96 112.5 131.96
10/17/96 112.5 133.51
10/18/96 114.58 129.9
10/21/96 114.58 128.35
10/22/96 113.89 130.93
10/23/96 112.5 130.93
10/24/96 113.19 130.93
10/25/96 113.19 130.41
10/28/96 113.89 129.38
10/29/96 113.19 126.8
10/30/96 113.19 128.87
10/31/96 111.81 125.26
11/1/96 111.81 130.93
11/4/96 114.58 131.96
11/5/96 114.58 131.96
11/6/96 115.28 129.9
11/7/96 114.58 133.51
11/8/96 115.28 135.05
11/11/96 113.89 135.57
11/12/96 113.89 135.57
11/13/96 115.28 136.6
11/14/96 113.89 135.05
11/15/96 113.89 135.05
11/18/96 116.67 135.57
11/19/96 118.75 136.08
11/20/96 118.06 136.08
11/21/96 118.75 136.08
11/22/96 117.36 135.05
11/25/96 118.06 135.05
11/26/96 118.06 135.05
11/27/96 119.44 135.57
11/29/96 121.53 136.6
12/2/96 122.22 136.08
12/3/96 121.53 134.02
12/4/96 121.53 129.9
12/5/96 120.83 127.84
12/6/96 119.44 126.29
12/9/96 121.53 129.9
12/10/96 118.75 126.29
12/11/96 118.75 131.44
12/12/96 122.22 132.99
12/13/96 122.92 131.44
12/16/96 122.22 132.47
12/17/96 120.83 130.41
12/18/96 122.22 135.05
12/19/96 122.22 135.05
12/20/96 122.22 136.08
12/23/96 122.22 136.08
12/24/96 122.92 136.6
12/26/96 122.92 138.14
12/27/96 126.39 138.14
12/30/96 126.39 137.11
12/31/96 125 138.14
1/2/97 124.31 137.63
1/3/97 124.31 139.69
1/6/97 123.61 143.3
1/7/97 124.31 142.27
1/8/97 123.61 138.14
1/9/97 125 139.18
1/10/97 124.31 137.63
1/13/97 124.31 135.05
1/14/97 125 138.14
1/15/97 123.61 139.18
1/16/97 122.22 142.27
1/17/97 124.31 143.3
1/20/97 123.61 144.33
1/21/97 127.08 148.97
1/22/97 128.47 152.58
1/23/97 131.25 151.55
1/24/97 131.25 151.03
1/27/97 131.25 146.91
1/28/97 130.56 146.91
1/29/97 131.25 146.91
1/30/97 131.94 147.94
1/31/97 131.25 151.03
2/3/97 131.25 152.58
2/4/97 131.94 154.12
2/5/97 131.94 154.64
2/6/97 131.25 151.03
2/7/97 129.86 156.19
2/10/97 130.56 156.7
2/11/97 129.86 157.22
2/12/97 132.64 160.82
2/13/97 134.03 163.4
2/14/97 133.33 161.86
2/18/97 138.19 158.25
2/19/97 138.89 156.19
2/20/97 138.89 162.89
2/21/97 137.5 163.92
2/24/97 137.5 164.43
2/25/97 137.5 163.4
2/26/97 136.81 160.31
2/27/97 136.11 158.76
2/28/97 138.19 154.12
3/3/97 137.5 152.58
3/4/97 138.19 153.09
3/5/97 138.89 151.55
3/6/97 138.19 152.06
3/7/97 138.19 152.06
3/10/97 138.19 151.55
3/11/97 138.89 151.55
3/12/97 136.81 149.48
3/13/97 137.5 151.55
3/14/97 137.5 150
3/17/97 137.5 148.97
3/18/97 137.5 149.48
3/19/97 137.5 146.39
3/20/97 138.89 145.88
3/21/97 138.19 145.36
3/24/97 139.58 144.33
3/25/97 135.42 143.81
3/26/97 131.25 142.27
3/27/97 132.64 144.33
3/31/97 136.81 144.85
4/1/97 138.19 143.81
4/2/97 137.5 142.78
4/3/97 132.64 140.72
4/4/97 134.03 141.24
4/7/97 134.03 143.81
4/8/97 134.72 143.81
4/9/97 134.72 141.24
4/10/97 138.19 141.24
4/11/97 136.11 140.21
4/14/97 133.33 138.66
4/15/97 136.11 140.72
4/16/97 134.72 140.72
4/17/97 134.03 140.21
4/18/97 133.33 140.72
4/21/97 132.64 140.21
4/22/97 134.72 140.21
4/23/97 134.03 140.21
4/24/97 134.72 140.21
4/25/97 134.72 140.72
4/28/97 134.72 140.72
4/29/97 141.67 143.81
4/30/97 147.22 148.45
5/1/97 140.97 146.91
5/2/97 145.14 148.45
5/5/97 145.14 148.45
5/6/97 143.06 148.97
5/7/97 143.06 147.94
5/8/97 146.53 148.45
5/9/97 148.61 148.97
5/12/97 148.61 151.55
5/13/97 148.61 147.94
5/14/97 147.22 149.48
5/15/97 141.67 148.45
5/16/97 142.36 146.91
5/19/97 140.97 147.42
5/20/97 139.58 145.88
5/21/97 138.89 144.85
5/22/97 139.58 145.36
5/23/97 140.28 147.42
5/27/97 137.5 148.45
5/28/97 140.28 150
5/29/97 138.89 147.42
5/30/97 140.97 150
6/2/97 140.97 150.52
6/3/97 138.89 154.64
6/4/97 139.58 155.15
6/5/97 143.06 155.15
6/6/97 141.67 155.15
6/9/97 141.67 153.09
6/10/97 144.44 153.61
6/11/97 145.83 154.12
6/12/97 145.83 162.89
6/13/97 147.92 161.86
6/16/97 151.39 159.79
6/17/97 151.39 163.92
6/18/97 152.08 164.95
6/19/97 150.69 164.43
6/20/97 143.75 164.43
6/23/97 143.75 162.89
6/24/97 146.53 160.82
6/25/97 149.65 159.54
6/26/97 152.43 163.4
6/27/97 154.51 164.69
6/30/97 153.47 164.43
7/1/97 154.51 163.66
7/2/97 160.42 166.24
7/3/97 161.46 166.49
7/7/97 160.42 167.01
7/8/97 160.76 169.07
7/9/97 156.94 170.1
7/10/97 158.33 167.53
7/11/97 157.64 171.91
7/14/97 157.64 172.42
7/15/97 159.03 178.09
7/16/97 160.76 179.12
7/17/97 156.25 180.67
7/18/97 158.33 174.74
7/21/97 158.33 173.2
7/22/97 159.03 172.94
7/23/97 159.03 175
7/24/97 157.99 176.03
7/25/97 157.64 179.64
7/28/97 157.99 179.64
7/29/97 156.25 180.93
7/30/97 161.46 182.47
7/31/97 161.11 182.47
8/1/97 162.85 179.12
8/4/97 165.28 181.19
8/5/97 164.58 182.22
8/6/97 169.1 178.09
8/7/97 163.54 174.74
8/8/97 161.46 175
8/11/97 166.32 173.2
8/12/97 165.97 173.2
8/13/97 165.97 175.52
8/14/97 165.28 174.23
8/15/97 161.81 175.52
8/18/97 161.11 173.71
8/19/97 160.42 172.42
8/20/97 159.03 174.74
8/21/97 159.03 172.68
8/22/97 156.25 170.62
8/25/97 156.25 168.04
8/26/97 156.94 165.46
8/27/97 156.94 165.98
8/28/97 159.03 169.07
8/29/97 156.94 170.62
9/2/97 156.94 177.06
9/3/97 156.25 177.06
9/4/97 159.72 174.74
9/5/97 156.6 176.29
9/8/97 157.64 173.71
9/9/97 157.99 174.48
9/10/97 157.99 173.71
9/11/97 157.99 171.13
9/12/97 157.99 169.85
9/15/97 154.51 171.65
9/16/97 155.9 175.26
9/17/97 155.9 178.09
9/18/97 155.56 179.9
9/19/97 155.9 182.47
9/22/97 156.94 184.79
9/23/97 157.99 180.15
9/24/97 156.6 182.73
9/25/97 159.03 177.32
9/26/97 159.03 179.38
9/29/97 159.03 180.41
9/30/97 160.76 181.19
10/1/97 166.67 185.82
10/2/97 170.83 190.46
10/3/97 166.67 192.78
10/6/97 166.67 195.36
10/7/97 167.71 195.1
10/8/97 167.36 193.56
10/9/97 168.06 200
10/10/97 172.22 200.77
10/13/97 172.57 203.87
10/14/97 168.06 199.23
10/15/97 168.06 198.71
10/16/97 167.36 198.45
10/17/97 164.58 194.33
10/20/97 166.67 197.94
10/21/97 169.79 197.16
10/22/97 169.79 197.94
10/23/97 166.67 193.3
10/24/97 165.97 195.88
10/27/97 161.81 188.92
10/28/97 161.11 190.72
10/29/97 161.46 190.98
10/30/97 160.76 188.66
10/31/97 162.85 193.3
11/3/97 164.93 198.71
11/4/97 168.75 198.2
11/5/97 165.97 196.39
11/6/97 164.24 201.29
11/7/97 159.03 198.97
11/10/97 163.54 198.71
11/11/97 162.15 199.48
11/12/97 161.46 198.97
11/13/97 160.07 196.13
11/14/97 160.42 199.23
11/17/97 162.85 199.48
11/18/97 160.07 199.48
11/19/97 159.72 200.26
11/20/97 160.42 202.84
11/21/97 162.85 204.12
11/24/97 160.76 201.8
11/25/97 159.72 199.48
11/26/97 158.68 201.03
11/28/97 163.54 200
12/1/97 163.54 205.93
12/2/97 163.19 200.77
12/3/97 159.72 203.87
12/4/97 161.11 205.67
12/5/97 161.11 206.44
12/8/97 160.76 204.64
12/9/97 161.81 202.06
12/10/97 159.03 203.61
12/11/97 160.07 202.06
12/12/97 160.42 204.38
12/15/97 160.07 206.19
12/16/97 160.07 205.93
12/17/97 159.38 206.44
12/18/97 159.03 204.9
12/19/97 158.68 200.77
12/22/97 157.64 204.12
12/23/97 156.94 205.93
12/24/97 155.56 200.77
12/26/97 154.51 198.97
12/29/97 157.29 201.55
12/30/97 159.38 205.93
12/31/97 159.72 205.93
1/2/98 165.28 205.93
1/5/98 164.58 205.67
1/6/98 160.42 205.15
1/7/98 157.64 200.26
1/8/98 152.08 194.85
1/9/98 151.74 184.54
1/12/98 150.35 181.44
1/13/98 151.74 183.51
1/14/98 153.82 188.4
1/15/98 155.21 189.43
1/16/98 155.56 189.18
1/20/98 154.51 194.07
1/21/98 154.17 203.09
1/22/98 150.69 201.8
1/23/98 148.26 205.67
1/26/98 148.26 205.41
1/27/98 152.43 208.51
1/28/98 152.08 214.18
1/29/98 148.61 217.53
1/30/98 151.74 217.01
2/2/98 152.78 223.2
2/3/98 151.74 222.94
2/4/98 151.74 223.71
2/5/98 153.13 224.23
2/6/98 162.85 221.13
2/9/98 164.24 225
2/10/98 168.4 230.15
2/11/98 172.92 236.34
2/12/98 175.69 236.08
2/13/98 176.04 245.36
2/17/98 170.49 252.06
2/18/98 176.04 252.58
2/19/98 185.07 255.93
2/20/98 185.07 259.02
2/23/98 182.64 251.29
2/24/98 182.99 250.52
2/25/98 188.89 250.52
2/26/98 186.11 250.52
2/27/98 185.42 253.61
3/2/98 183.33 254.38
3/3/98 180.9 253.87
3/4/98 181.6 258.76
3/5/98 183.68 254.64
3/6/98 187.85 257.73
3/9/98 187.15 257.47
3/10/98 186.46 260.31
3/11/98 184.38 259.54
3/12/98 181.25 264.18
3/13/98 184.72 262.89
3/16/98 182.64 263.4
3/17/98 182.29 266.49
3/18/98 181.6 266.75
3/19/98 175.35 267.01
3/20/98 173.26 265.72
3/23/98 174.65 266.24
3/24/98 175.69 269.59
3/25/98 175.69 269.33
3/26/98 168.75 266.24
3/27/98 173.26 263.4
3/30/98 175 263.4
3/31/98 172.92 263.4
4/1/98 191.67 261.6
4/2/98 192.01 276.55
4/3/98 188.89 271.13
4/6/98 187.5 269.07
4/7/98 184.03 267.01
4/8/98 177.43 267.53
4/9/98 179.17 265.72
4/13/98 181.6 268.3
4/14/98 182.99 270.36
4/15/98 181.94 268.56
4/16/98 177.78 267.78
4/17/98 174.65 276.29
4/20/98 175.69 275.77
4/21/98 178.47 272.42
4/22/98 176.74 272.94
4/23/98 175.69 264.43
4/24/98 176.04 261.6
4/27/98 175 252.84
4/28/98 175.35 253.35
4/29/98 176.74 256.7
4/30/98 177.78 258.25
5/1/98 180.21 262.11
5/4/98 183.68 267.27
5/5/98 189.93 268.3
5/6/98 184.38 270.36
5/7/98 186.46 268.81
5/8/98 192.36 273.71
5/11/98 189.58 274.23
5/12/98 186.81 272.42
5/13/98 187.15 273.2
5/14/98 186.81 272.68
5/15/98 185.07 266.49
5/18/98 186.46 266.24
5/19/98 192.01 265.46
5/20/98 189.93 272.16
5/21/98 190.97 268.3
5/22/98 188.19 262.11
5/26/98 186.11 263.92
5/27/98 183.33 257.73
5/28/98 183.68 256.7
5/29/98 178.47 258.51
6/1/98 178.47 261.34
6/2/98 177.08 262.11
6/3/98 177.78 260.82
6/4/98 179.86 286.6
6/5/98 180.9 292.27
6/8/98 181.94 297.42
6/9/98 177.78 294.07
6/10/98 177.08 294.59
6/11/98 170.14 275.26
6/12/98 173.26 268.81
6/15/98 172.22 258.76
6/16/98 173.26 259.79
6/17/98 172.57 264.69
6/18/98 170.14 259.54
6/19/98 171.88 255.41
6/22/98 171.88 258.25
6/23/98 173.26 262.89
6/24/98 174.65 264.18
6/25/98 169.79 262.63
6/26/98 173.61 258.51
6/29/98 173.96 266.75
6/30/98 173.96 268.04
7/1/98 173.96 271.13
7/2/98 174.65 268.04
7/6/98 174.65 271.91
7/7/98 174.31 269.33
7/8/98 172.92 270.36
7/9/98 173.61 272.16
7/10/98 173.96 271.91
7/13/98 173.96 271.91
7/14/98 170.83 273.2
7/15/98 172.92 271.13
7/16/98 173.26 271.39
7/17/98 173.61 271.39
7/20/98 171.88 269.33
7/21/98 168.75 270.62
7/22/98 170.83 269.33
7/23/98 169.1 270.36
7/24/98 168.06 260.05
7/27/98 167.71 262.89
7/28/98 166.67 261.08
7/29/98 165.63 262.63
7/30/98 164.58 260.31
7/31/98 160.07 275.77
8/3/98 151.39 279.12
8/4/98 152.08 270.1
8/5/98 156.94 269.59
8/6/98 156.25 276.29
8/7/98 154.86 272.16
8/10/98 153.47 277.32
8/11/98 151.39 277.32
8/12/98 150.69 284.54
8/13/98 151.04 284.28
8/14/98 151.74 283.51
8/17/98 151.74 281.44
8/18/98 152.08 279.9
8/19/98 152.78 284.28
8/20/98 153.82 297.42
8/21/98 153.13 293.81
8/24/98 151.04 291.24
8/25/98 150 292.27
8/26/98 146.53 285.05
8/27/98 143.75 267.78
8/28/98 141.32 264.18
8/31/98 140.63 245.88
9/1/98 138.89 247.94
9/2/98 138.19 255.15
9/3/98 132.64 248.2
9/4/98 132.64 236.34
9/8/98 135.76 253.61
9/9/98 135.76 258.25
9/10/98 136.11 250.26
9/11/98 138.89 252.58
9/14/98 142.71 263.14
9/15/98 142.71 264.69
9/16/98 143.4 262.37
9/17/98 142.36 256.7
9/18/98 153.82 256.7
9/21/98 153.82 251.55
9/22/98 157.29 251.03
9/23/98 157.99 265.72
9/24/98 156.94 255.67
9/25/98 152.43 243.56
9/28/98 154.17 244.59
9/29/98 152.78 243.04
9/30/98 149.65 245.88
10/1/98 148.96 226.03
10/2/98 152.43 211.6
10/5/98 151.39 204.12
10/6/98 148.26 189.69
10/7/98 147.22 173.71
10/8/98 145.49 161.86
10/9/98 143.75 164.69
10/12/98 143.75 177.06
10/13/98 144.79 168.56
10/14/98 147.22 172.16
10/15/98 147.92 179.64
10/16/98 148.26 171.13
10/19/98 152.78 183.51
10/20/98 157.64 185.57
10/21/98 157.64 188.66
10/22/98 159.72 189.95
10/23/98 158.33 188.14
10/26/98 153.13 185.31
10/27/98 163.89 197.68
10/28/98 166.32 193.81
10/29/98 165.97 194.07
10/30/98 168.06 206.19
11/2/98 167.36 214.95
11/3/98 166.67 207.99
11/4/98 167.01 214.43
11/5/98 167.71 221.13
11/6/98 168.06 226.55
11/9/98 172.22 216.49
11/10/98 168.75 211.6
11/11/98 168.4 212.37
11/12/98 169.79 206.19
11/13/98
====================================================
- ----------------------------------------------------
December 13, 1996(2) to November 13, 1998
(Indexed Stock Price)
- ----------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A LINE GRAPH]
- ----------------------------------------------------
Ending Indexed Price
--------------------
AFC: 160.2
CZC: 137.3
- ----------------------------------------------------
DATE CZC AFC
12/13/96 100 100
12/16/96 99.44 100.78
12/17/96 98.31 99.22
12/18/96 99.44 102.75
12/19/96 99.44 102.75
12/20/96 99.44 103.53
12/23/96 99.44 103.53
12/24/96 100 103.92
12/26/96 100 105.1
12/27/96 102.82 105.1
12/30/96 102.82 104.31
12/31/96 101.69 105.1
1/2/97 101.13 104.71
1/3/97 101.13 106.27
1/6/97 100.56 109.02
1/7/97 101.13 108.24
1/8/97 100.56 105.1
1/9/97 101.69 105.88
1/10/97 101.13 104.71
1/13/97 101.13 102.75
1/14/97 101.69 105.1
1/15/97 100.56 105.88
1/16/97 99.44 108.24
1/17/97 101.13 109.02
1/20/97 100.56 109.8
1/21/97 103.39 113.33
1/22/97 104.52 116.08
1/23/97 106.78 115.29
1/24/97 106.78 114.9
1/27/97 106.78 111.76
1/28/97 106.21 111.76
1/29/97 106.78 111.76
1/30/97 107.34 112.55
1/31/97 106.78 114.9
2/3/97 106.78 116.08
2/4/97 107.34 117.25
2/5/97 107.34 117.65
2/6/97 106.78 114.9
2/7/97 105.65 118.82
2/10/97 106.21 119.22
2/11/97 105.65 119.61
2/12/97 107.91 122.35
2/13/97 109.04 124.31
2/14/97 108.47 123.14
2/18/97 112.43 120.39
2/19/97 112.99 118.82
2/20/97 112.99 123.92
2/21/97 111.86 124.71
2/24/97 111.86 125.1
2/25/97 111.86 124.31
2/26/97 111.3 121.96
2/27/97 110.73 120.78
2/28/97 112.43 117.25
3/3/97 111.86 116.08
3/4/97 112.43 116.47
3/5/97 112.99 115.29
3/6/97 112.43 115.69
3/7/97 112.43 115.69
3/10/97 112.43 115.29
3/11/97 112.99 115.29
3/12/97 111.3 113.73
3/13/97 111.86 115.29
3/14/97 111.86 114.12
3/17/97 111.86 113.33
3/18/97 111.86 113.73
3/19/97 111.86 111.37
3/20/97 112.99 110.98
3/21/97 112.43 110.59
3/24/97 113.56 109.8
3/25/97 110.17 109.41
3/26/97 106.78 108.24
3/27/97 107.91 109.8
3/31/97 111.3 110.2
4/1/97 112.43 109.41
4/2/97 111.86 108.63
4/3/97 107.91 107.06
4/4/97 109.04 107.45
4/7/97 109.04 109.41
4/8/97 109.6 109.41
4/9/97 109.6 107.45
4/10/97 112.43 107.45
4/11/97 110.73 106.67
4/14/97 108.47 105.49
4/15/97 110.73 107.06
4/16/97 109.6 107.06
4/17/97 109.04 106.67
4/18/97 108.47 107.06
4/21/97 107.91 106.67
4/22/97 109.6 106.67
4/23/97 109.04 106.67
4/24/97 109.6 106.67
4/25/97 109.6 107.06
4/28/97 109.6 107.06
4/29/97 115.25 109.41
4/30/97 119.77 112.94
5/1/97 114.69 111.76
5/2/97 118.08 112.94
5/5/97 118.08 112.94
5/6/97 116.38 113.33
5/7/97 116.38 112.55
5/8/97 119.21 112.94
5/9/97 120.9 113.33
5/12/97 120.9 115.29
5/13/97 120.9 112.55
5/14/97 119.77 113.73
5/15/97 115.25 112.94
5/16/97 115.82 111.76
5/19/97 114.69 112.16
5/20/97 113.56 110.98
5/21/97 112.99 110.2
5/22/97 113.56 110.59
5/23/97 114.12 112.16
5/27/97 111.86 112.94
5/28/97 114.12 114.12
5/29/97 112.99 112.16
5/30/97 114.69 114.12
6/2/97 114.69 114.51
6/3/97 112.99 117.65
6/4/97 113.56 118.04
6/5/97 116.38 118.04
6/6/97 115.25 118.04
6/9/97 115.25 116.47
6/10/97 117.51 116.86
6/11/97 118.64 117.25
6/12/97 118.64 123.92
6/13/97 120.34 123.14
6/16/97 123.16 121.57
6/17/97 123.16 124.71
6/18/97 123.73 125.49
6/19/97 122.6 125.1
6/20/97 116.95 125.1
6/23/97 116.95 123.92
6/24/97 119.21 122.35
6/25/97 121.75 121.37
6/26/97 124.01 124.31
6/27/97 125.71 125.29
6/30/97 124.86 125.1
7/1/97 125.71 124.51
7/2/97 130.51 126.47
7/3/97 131.36 126.67
7/7/97 130.51 127.06
7/8/97 130.79 128.63
7/9/97 127.68 129.41
7/10/97 128.81 127.45
7/11/97 128.25 130.78
7/14/97 128.25 131.18
7/15/97 129.38 135.49
7/16/97 130.79 136.27
7/17/97 127.12 137.45
7/18/97 128.81 132.94
7/21/97 128.81 131.76
7/22/97 129.38 131.57
7/23/97 129.38 133.14
7/24/97 128.53 133.92
7/25/97 128.25 136.67
7/28/97 128.53 136.67
7/29/97 127.12 137.65
7/30/97 131.36 138.82
7/31/97 131.07 138.82
8/1/97 132.49 136.27
8/4/97 134.46 137.84
8/5/97 133.9 138.63
8/6/97 137.57 135.49
8/7/97 133.05 132.94
8/8/97 131.36 133.14
8/11/97 135.31 131.76
8/12/97 135.03 131.76
8/13/97 135.03 133.53
8/14/97 134.46 132.55
8/15/97 131.64 133.53
8/18/97 131.07 132.16
8/19/97 130.51 131.18
8/20/97 129.38 132.94
8/21/97 129.38 131.37
8/22/97 127.12 129.8
8/25/97 127.12 127.84
8/26/97 127.68 125.88
8/27/97 127.68 126.27
8/28/97 129.38 128.63
8/29/97 127.68 129.8
9/2/97 127.68 134.71
9/3/97 127.12 134.71
9/4/97 129.94 132.94
9/5/97 127.4 134.12
9/8/97 128.25 132.16
9/9/97 128.53 132.75
9/10/97 128.53 132.16
9/11/97 128.53 130.2
9/12/97 128.53 129.22
9/15/97 125.71 130.59
9/16/97 126.84 133.33
9/17/97 126.84 135.49
9/18/97 126.55 136.86
9/19/97 126.84 138.82
9/22/97 127.68 140.59
9/23/97 128.53 137.06
9/24/97 127.4 139.02
9/25/97 129.38 134.9
9/26/97 129.38 136.47
9/29/97 129.38 137.25
9/30/97 130.79 137.84
10/1/97 135.59 141.37
10/2/97 138.98 144.9
10/3/97 135.59 146.67
10/6/97 135.59 148.63
10/7/97 136.44 148.43
10/8/97 136.16 147.25
10/9/97 136.72 152.16
10/10/97 140.11 152.75
10/13/97 140.4 155.1
10/14/97 136.72 151.57
10/15/97 136.72 151.18
10/16/97 136.16 150.98
10/17/97 133.9 147.84
10/20/97 135.59 150.59
10/21/97 138.14 150
10/22/97 138.14 150.59
10/23/97 135.59 147.06
10/24/97 135.03 149.02
10/27/97 131.64 143.73
10/28/97 131.07 145.1
10/29/97 131.36 145.29
10/30/97 130.79 143.53
10/31/97 132.49 147.06
11/3/97 134.18 151.18
11/4/97 137.29 150.78
11/5/97 135.03 149.41
11/6/97 133.62 153.14
11/7/97 129.38 151.37
11/10/97 133.05 151.18
11/11/97 131.92 151.76
11/12/97 131.36 151.37
11/13/97 130.23 149.22
11/14/97 130.51 151.57
11/17/97 132.49 151.76
11/18/97 130.23 151.76
11/19/97 129.94 152.35
11/20/97 130.51 154.31
11/21/97 132.49 155.29
11/24/97 130.79 153.53
11/25/97 129.94 151.76
11/26/97 129.1 152.94
11/28/97 133.05 152.16
12/1/97 133.05 156.67
12/2/97 132.77 152.75
12/3/97 129.94 155.1
12/4/97 131.07 156.47
12/5/97 131.07 157.06
12/8/97 130.79 155.69
12/9/97 131.64 153.73
12/10/97 129.38 154.9
12/11/97 130.23 153.73
12/12/97 130.51 155.49
12/15/97 130.23 156.86
12/16/97 130.23 156.67
12/17/97 129.66 157.06
12/18/97 129.38 155.88
12/19/97 129.1 152.75
12/22/97 128.25 155.29
12/23/97 127.68 156.67
12/24/97 126.55 152.75
12/26/97 125.71 151.37
12/29/97 127.97 153.33
12/30/97 129.66 156.67
12/31/97 129.94 156.67
1/2/98 134.46 156.67
1/5/98 133.9 156.47
1/6/98 130.51 156.08
1/7/98 128.25 152.35
1/8/98 123.73 148.24
1/9/98 123.45 140.39
1/12/98 122.32 138.04
1/13/98 123.45 139.61
1/14/98 125.14 143.33
1/15/98 126.27 144.12
1/16/98 126.55 143.92
1/20/98 125.71 147.65
1/21/98 125.42 154.51
1/22/98 122.6 153.53
1/23/98 120.62 156.47
1/26/98 120.62 156.27
1/27/98 124.01 158.63
1/28/98 123.73 162.94
1/29/98 120.9 165.49
1/30/98 123.45 165.1
2/2/98 124.29 169.8
2/3/98 123.45 169.61
2/4/98 123.45 170.2
2/5/98 124.58 170.59
2/6/98 132.49 168.24
2/9/98 133.62 171.18
2/10/98 137.01 175.1
2/11/98 140.68 179.8
2/12/98 142.94 179.61
2/13/98 143.22 186.67
2/17/98 138.7 191.76
2/18/98 143.22 192.16
2/19/98 150.56 194.71
2/20/98 150.56 197.06
2/23/98 148.59 191.18
2/24/98 148.87 190.59
2/25/98 153.67 190.59
2/26/98 151.41 190.59
2/27/98 150.85 192.94
3/2/98 149.15 193.53
3/3/98 147.18 193.14
3/4/98 147.74 196.86
3/5/98 149.44 193.73
3/6/98 152.82 196.08
3/9/98 152.26 195.88
3/10/98 151.69 198.04
3/11/98 150 197.45
3/12/98 147.46 200.98
3/13/98 150.28 200
3/16/98 148.59 200.39
3/17/98 148.31 202.75
3/18/98 147.74 202.94
3/19/98 142.66 203.14
3/20/98 140.96 202.16
3/23/98 142.09 202.55
3/24/98 142.94 205.1
3/25/98 142.94 204.9
3/26/98 137.29 202.55
3/27/98 140.96 200.39
3/30/98 142.37 200.39
3/31/98 140.68 200.39
4/1/98 155.93 199.02
4/2/98 156.21 210.39
4/3/98 153.67 206.27
4/6/98 152.54 204.71
4/7/98 149.72 203.14
4/8/98 144.35 203.53
4/9/98 145.76 202.16
4/13/98 147.74 204.12
4/14/98 148.87 205.69
4/15/98 148.02 204.31
4/16/98 144.63 203.73
4/17/98 142.09 210.2
4/20/98 142.94 209.8
4/21/98 145.2 207.25
4/22/98 143.79 207.65
4/23/98 142.94 201.18
4/24/98 143.22 199.02
4/27/98 142.37 192.35
4/28/98 142.66 192.75
4/29/98 143.79 195.29
4/30/98 144.63 196.47
5/1/98 146.61 199.41
5/4/98 149.44 203.33
5/5/98 154.52 204.12
5/6/98 150 205.69
5/7/98 151.69 204.51
5/8/98 156.5 208.24
5/11/98 154.24 208.63
5/12/98 151.98 207.25
5/13/98 152.26 207.84
5/14/98 151.98 207.45
5/15/98 150.56 202.75
5/18/98 151.69 202.55
5/19/98 156.21 201.96
5/20/98 154.52 207.06
5/21/98 155.37 204.12
5/22/98 153.11 199.41
5/26/98 151.41 200.78
5/27/98 149.15 196.08
5/28/98 149.44 195.29
5/29/98 145.2 196.67
6/1/98 145.2 198.82
6/2/98 144.07 199.41
6/3/98 144.63 198.43
6/4/98 146.33 218.04
6/5/98 147.18 222.35
6/8/98 148.02 226.27
6/9/98 144.63 223.73
6/10/98 144.07 224.12
6/11/98 138.42 209.41
6/12/98 140.96 204.51
6/15/98 140.11 196.86
6/16/98 140.96 197.65
6/17/98 140.4 201.37
6/18/98 138.42 197.45
6/19/98 139.83 194.31
6/22/98 139.83 196.47
6/23/98 140.96 200
6/24/98 142.09 200.98
6/25/98 138.14 199.8
6/26/98 141.24 196.67
6/29/98 141.53 202.94
6/30/98 141.53 203.92
7/1/98 141.53 206.27
7/2/98 142.09 203.92
7/6/98 142.09 206.86
7/7/98 141.81 204.9
7/8/98 140.68 205.69
7/9/98 141.24 207.06
7/10/98 141.53 206.86
7/13/98 141.53 206.86
7/14/98 138.98 207.84
7/15/98 140.68 206.27
7/16/98 140.96 206.47
7/17/98 141.24 206.47
7/20/98 139.83 204.9
7/21/98 137.29 205.88
7/22/98 138.98 204.9
7/23/98 137.57 205.69
7/24/98 136.72 197.84
7/27/98 136.44 200
7/28/98 135.59 198.63
7/29/98 134.75 199.8
7/30/98 133.9 198.04
7/31/98 130.23 209.8
8/3/98 123.16 212.35
8/4/98 123.73 205.49
8/5/98 127.68 205.1
8/6/98 127.12 210.2
8/7/98 125.99 207.06
8/10/98 124.86 210.98
8/11/98 123.16 210.98
8/12/98 122.6 216.47
8/13/98 122.88 216.27
8/14/98 123.45 215.69
8/17/98 123.45 214.12
8/18/98 123.73 212.94
8/19/98 124.29 216.27
8/20/98 125.14 226.27
8/21/98 124.58 223.53
8/24/98 122.88 221.57
8/25/98 122.03 222.35
8/26/98 119.21 216.86
8/27/98 116.95 203.73
8/28/98 114.97 200.98
8/31/98 114.41 187.06
9/1/98 112.99 188.63
9/2/98 112.43 194.12
9/3/98 107.91 188.82
9/4/98 107.91 179.8
9/8/98 110.45 192.94
9/9/98 110.45 196.47
9/10/98 110.73 190.39
9/11/98 112.99 192.16
9/14/98 116.1 200.2
9/15/98 116.1 201.37
9/16/98 116.67 199.61
9/17/98 115.82 195.29
9/18/98 125.14 195.29
9/21/98 125.14 191.37
9/22/98 127.97 190.98
9/23/98 128.53 202.16
9/24/98 127.68 194.51
9/25/98 124.01 185.29
9/28/98 125.42 186.08
9/29/98 124.29 184.9
9/30/98 121.75 187.06
10/1/98 121.19 171.96
10/2/98 124.01 160.98
10/5/98 123.16 155.29
10/6/98 120.62 144.31
10/7/98 119.77 132.16
10/8/98 118.36 123.14
10/9/98 116.95 125.29
10/12/98 116.95 134.71
10/13/98 117.8 128.24
10/14/98 119.77 130.98
10/15/98 120.34 136.67
10/16/98 120.62 130.2
10/19/98 124.29 139.61
10/20/98 128.25 141.18
10/21/98 128.25 143.53
10/22/98 129.94 144.51
10/23/98 128.81 143.14
10/26/98 124.58 140.98
10/27/98 133.33 150.39
10/28/98 135.31 147.45
10/29/98 135.03 147.65
10/30/98 136.72 156.86
11/2/98 136.16 163.53
11/3/98 135.59 158.24
11/4/98 135.88 163.14
11/5/98 136.44 168.24
11/6/98 136.72 172.35
11/9/98 140.11 164.71
11/10/98 137.29 160.98
11/11/98 137.01 161.57
11/12/98 138.14 156.86
====================================================
- ------------------------------------
(1) Date of Allmerica IPO.
(2) Date two days prior to initial APY offer.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Related Stock Price Performance Versus Peer Group
- ---------------------------------------
Annual Rates of Return Since
Citizens' IPO in March 1993*
- ---------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
CZC -4.70%
AFC -1.60%
CINF 32.00%
SAFC -6.30%
OCAS -11.40%
CGI 10.00%
HGIC -5.10%
SIGI -30.60%
=======================================
- ---------------------------------------
LTM Rates of Return
(10/27/97 - 10/26/98)
- ---------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
PLTS 7ACZC 4.90%
AFC 26.44%
CINF 15.71%
SAFC 8.40%
OCAS 6.85%
CGI 12.57%
HGIC 9.04%
SIGI 10.87%
=======================================
- ------------------------
* Rate of return for AFC is since October 1995, the date of its IPO.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Selected Financial Data
- ------------------------------------
Net Premiums Written
- ------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
1993 743
1994 779
1995 834
1996 838
1997 864
YTD* 683.3
- ------------------------------------
'93 - '97 CAGR = 3.8%
====================================
- ------------------------------------
Statutory Combined Ratio
- ------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
1993 98.90%
1994 104.50%
1995 98.60%
1996 100.40%
1997 101.10%
YTD* 103.50%
- ------------------------------------
'93 - '97 CAGR = 100.7%
====================================
- ------------------------------------
Net Operating EPS
- ------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
1993 1.82
1994 1.16
1995 1.95
1996 2.1
1997 2.14
YTD* 1.24
- ------------------------------------
'93 - '97 CAGR = 4.1%
====================================
- ------------------------------------
Shareholders' Equity
- ------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED BY A BAR GRAPH]
1993 640
1994 646
1995 683
1996 755
1997 873
YTD* 913.6
- ------------------------------------
'93 - '97 CAGR = 8.1%
====================================
- -----------------------------
* Data as of or for the nine months ended September 30, 1998
[LOGO] Merrill Lynch ===========================================================
8
<PAGE>
================================================================================
Overview of Citizens Corporation
================================================================================
<PAGE>
Project Tiger
===============================================================================
Shareholder Profile of Citizens*
Shares Held at
---------------------------------------
Top 15 Institutions 12/31/97 3/31/98 6/30/98
-------------------- ------------ ----------- -----------
Prudential Insurance 1,418,000 1,418,000 1,418,300
Franklin Resources 740,000 740,000 0 (1)
First Chicago NBD 620,480 620,480 620,480
Ohio State Teachers Retirement 494,000 494,000 494,100
Barclays Bank PLC 400,000 403,000 353,632
Mellon Bank Corp. 338,000 332,000 333,103
Fidelity Mgmnt and Res Corp. 227,000 225,000 259,900
Buchanan Parker Asset 215,000 220,000 219,970
Brandywine Asset Mgmnt. 170,000 164,000 161,500
Vanguard Group Inc. 93,000 95,000 97,000
Neuberger & Berman LLC 55,000 76,000 77,450
Dimensional Fund Advisors 65,000 67,000 67,400
World Asset Mgmnt. 37,000 37,000 57,095
Pioneering Mgmnt. Corp. 50,000 50,000 50,000
Greenhaven Associates 56,000 48,000 45,650
------------- ------------- -----------
Total Top 15 4,978,480 4,989,480 4,255,580
============= =============
Other Institutions 1,211,633 (1)
-----------
Total Institutions 5,467,213
Officers & Directors 23,213
Other Public Holdings 402,474
Total Minority Holdings 5,892,900
The Hanover Insurance Company 29,093,500
------------
Total Shares Outstanding 34,986,400
============
Holdings at 6/30/98
-----------------------------
% of % of
Top 15 Institutions CZC Shares Minority
-------------------- ------------- -----------
Prudential Insurance 4.1% 24.1%
Franklin Resources 0.0% 0.0%
First Chicago NBD 1.8% 10.5%
Ohio State Teachers Retiremen 1.4% 8.4%
Barclays Bank PLC 1.0% 6.0%
Mellon Bank Corp. 1.0% 5.7%
Fidelity Mgmnt and Res Corp. 0.7% 4.4%
Buchanan Parker Asset 0.6% 3.7%
Brandywine Asset Mgmnt. 0.5% 2.7%
Vanguard Group Inc. 0.3% 1.6%
Neuberger & Berman LLC 0.2% 1.3%
Dimensional Fund Advisors 0.2% 1.1%
World Asset Mgmnt. 0.2% 1.0%
Pioneering Mgmnt. Corp. 0.1% 0.8%
Greenhaven Associates 0.1% 0.8%
------- -------
Total Top 15 12.2% 72.2%
Other Institutions 3.5% 20.6%
------- -------
Total Institutions 15.6% 92.8%
Officers & Directors 0.1% 0.4%
Other Public Holdings 1.2% 6.8%
------- -------
Total Minority Holdings 16.8% 100.0%
The Hanover Insurance Company 83.2% =======
-------
Total Shares Outstanding 100.0%
=======
- -----------------------------
*Source: Spectrum Report for the period ending June 30, 1998 and Offer to
Purchase, dated November 2, 1998.
(1) Reflects the repurchase by the Company of 295,700 shares from Franklin
Resources and assumes the sale of the remainder of Franklin's holdings to other
institutions.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
<TABLE>
<CAPTION>
Project Tiger MANAGEMENT PROJECTIONS
================================================================================
GAAP Historical and Projected Consolidated Income Statement
($ in millions) Management Projections
----------------------
1995A 1996A 1997A 1998 YTD (1) 1998E 1999E 2000E
------- ------- ------- ------- ------- ------- -------
Pure Loss Ratio by Line
-----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Personal Auto 69.5% 63.6% 65.7% 64.6% 64.8% 65.9% N/A
Homeowners 68.5% 82.1% 81.2% 101.9% 87.9% 75.9% N/A
Other Personal 44.1% 50.2% 43.9% 52.2% 51.3% 50.0% N/A
-------- -------- -------- -------- -------- -------- --------
Total Personal 68.7% 66.8% 68.4% 79.5% 69.5% 67.6% N/A
Commercial MP 50.3% 76.2% 85.3% 79.5% 73.3% 61.8% N/A
Commercial Auto 77.4% 69.9% 74.7% 78.5% 73.9% 67.1% N/A
Worker's Comp 41.8% 48.0% 38.4% 52.0% 57.6% 76.0% N/A
Other Commercial 44.1% 50.2% 59.9% 89.1% 64.8% 59.6% N/A
-------- -------- -------- -------- -------- -------- --------
Total Commercial 51.2% 59.3% 61.5% 71.5% 67.5% 67.5% N/A
Total 62.7% 64.2% 66.2% 71.5% 68.9% 67.6% N/A
- ----------------------------------------------------------------------------------------------------------------
Statutory Ratios:
----------------
Loss & LAE Ratio 71.0% 72.3% 74.6% 78.6% 76.1% 74.8% 74.3%
Expense Ratio 26.8% 27.2% 25.7% 24.3% 25.1% 24.3% 24.0%
Dividend Ratio 0.8% 0.9% 0.8% 0.6% 0.7% 0.6% 0.6%
-------- -------- -------- -------- -------- -------- --------
Combined Ratio 98.6% 100.4% 101.1% 103.5% 101.9% 99.7% 98.9%
=================================================================================================================
GAAP Ratios:
------------
Loss & LAE Ratio 70.7% 72.3% 74.7% 78.6% 76.1% 74.8% 74.3%
Expense Ratio 26.8% 27.3% 26.7% 25.6% 26.2% 25.4% 25.2%
Dividend Ratio 0.8% 0.9% 0.8% 0.6% 0.7% 0.6% 0.6%
-------- -------- -------- -------- -------- -------- --------
Combined Ratio 98.4% 100.6% 102.1% 104.7% 103.0% 100.8% 100.1%
=================================================================================================================
</TABLE>
- ----------------------------------
(1) For the nine months ended 9/30/98
Page 10
[LOGO] Merrill Lynch============================================================
<PAGE>
Project Tiger MANAGEMENT PROJECTIONS
================================================================================
Historical and Projected Net Premiums Written Composition
($ in millions)
<TABLE>
<CAPTION>
1995A 1996A 1997A 1998E
---------------- ---------------- ---------------- ----------------
$ % Total $ % Total $ % Total $ % Total
------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Personal Auto $425.4 51.1% $433.8 51.6% $453.7 52.4% $466.9 52.4%
Homeowners 101.9 12.3% 107.7 12.8% 120.0 13.9% 126.0 14.1%
Other Personal 13.8 1.7% 14.5 1.7% 15.6 1.8% 15.3 1.7%
------- -------- ------- -------- ------- -------- ------- --------
Total Personal $541.2 65.1% $556.0 66.2% $589.3 68.1% $608.2 68.3%
Commercial MP $57.6 6.9% $63.6 7.6% $75.3 8.7% $85.9 9.6%
Commercial Auto 64.7 7.8% 70.4 8.4% 76.6 8.8% 83.5 9.4%
Worker's Comp 145.9 17.5% 127.0 15.1% 100.4 11.6% 88.3 9.9%
Other Commercial 22.3 2.7% 23.5 2.8% 24.2 2.8% 25.0 2.8%
------- -------- ------- -------- ------- -------- ------- --------
Total Commercial $290.5 34.9% $284.5 33.8% $276.5 31.9% $282.7 31.7%
Total $831.7 100% $840.5 100% $865.8 100% $890.9 100%
======= ======= ======= =======
Implied Growth Rates
- --------------------
Personal Auto 5.3% 2.0% 4.6% 2.9%
Homeowners 7.3% 5.7% 11.4% 5.0%
Total Personal 8.5% 2.8% 6.0% 3.2%
Commercial MP 18.4% 10.4% 18.4% 14.1%
Commercial Auto 11.3% 8.9% 8.8% 9.0%
Worker's Comp 2.1% (13.0%) (21.0%) (12.1%)
Total Commercial 16.4% (2.1%) (2.8%) 2.2%
Total 11.1% 1.1% 3.0% 2.9%
<CAPTION>
1999E 2000E
---------------- ----------------
$ % Total $ % Total
------- -------- ------- --------
<S> <C> <C> <C> <C>
Personal Auto $483.0 52.1% $502.4 51.7%
Homeowners 133.5 14.4% 143.4 14.8%
Other Personal 15.9 1.7% 16.4 1.7%
------- -------- ------- --------
Total Personal $632.4 68.2% $662.2 68.2%
Commercial MP $92.1 9.9% $97.0 10.0%
Commercial Auto 87.5 9.4% 93.2 9.6%
Worker's Comp 89.0 9.6% 91.5 9.4%
Other Commercial 25.8 2.8% 27.0 2.8%
------- -------- ------- --------
Total Commercial $294.4 31.8% $308.7 31.8%
Total $926.8 100% $970.9 100%
======= =======
Implied Growth Rates
- --------------------
Personal Auto 3.4% 4.0%
Homeowners 6.0% 7.4%
Total Personal 4.0% 4.7%
Commercial MP 7.2% 5.3%
Commercial Auto 4.8% 6.5%
Worker's Comp 0.8% 2.8%
Total Commercial 4.1% 4.9%
Total 4.0% 4.8%
</TABLE>
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger MANAGEMENT PROJECTIONS
===============================================================================
GAAP Historical and Projected Consolidated Income Statement
($ in millions)
<TABLE>
<CAPTION>
Management Projections
-----------------------------------
1995A 1996A 1997A 1998 YTD (1) 1998E 1999E 2000E
-------- --------- -------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Written Premiums $833.7 $838.2 $863.7 $683.3 $890.9 $926.8 $970.9
% Change 7.0% 0.5% 3.0% NA 3.1% 4.0% 4.8%
Net Earned Premiums $817.8 $835.5 $855.5 $659.2 $877.1 $907.0 $946.6
Net Investment Income 78.8 88.9 101.8 75.8 98.2 96.5 96.0
Net Realized Gains 3.8 15.0 28.8 29.9 36.9 0.0 0.0
Other Income 0.6 6.2 6.5 4.6 6.0 6.0 6.0
-------- --------- -------- ------------ ---------- ----------- ----------
Total Revenue $901.0 $945.6 $992.4 $769.5 $1,018.2 $1,009.6 $1,048.6
Incurred Losses & LAE $578.3 $604.4 $638.7 $517.9 $667.5 $678.4 $703.4
Operating Expenses 219.4 228.5 228.3 168.7 229.5 230.8 238.6
P/H Dividends 6.6 7.2 6.6 3.7 6.1 5.4 5.7
-------- --------- -------- ------------ ---------- ----------- ----------
Total Expenses $804.3 $840.1 $873.6 $690.3 $903.1 $914.6 $947.7
Income Before Taxes $96.7 $105.5 $118.8 $79.2 $115.1 $94.9 $101.0
Federal Income Taxes 21.7 21.4 24.6 14.2 21.8 13.7 16.0
-------- --------- -------- ------------ ---------- ----------- ----------
Net Income $74.9 $84.1 $94.2 $65.0 $93.4 $81.3 $85.0
======== ========= ======== ============ ========== =========== ==========
Net Operating Income $72.5 $74.4 $75.5 $43.4 $69.4 $81.3 $85.0
======== ========= ======== ============ ========== =========== ==========
% Change 59.9% 2.6% 1.5% NA (8.1%) 17.1% 4.6%
Operating EPS $1.95 $2.10 $2.14 $1.24 $1.98 $2.32 $2.43
======== ========= ======== ============ ========== =========== ==========
% Change 50.5% 7.7% 1.9% NA (7.3%) 17.1% 4.6%
----------------------------------------------------------------------------------------------------------------------------
BOY Equity $645.8 $682.8 $754.5 $834.6(3) $872.9* $959.3* $1,033.6*
Return on BOY Equity (2) 11.6% 12.3% 12.5% 8.9(4) 10.7% 8.5% 8.2%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------------------------------
* As calculated by Merrill Lynch.
(1) For the nine months ended 9/30/98.
(2) Net operating income divided by BOY equity.
(3) Equity as of 9/30/97.
(4) LTM net operating income divided by 9/30/97 equity.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
- --------------------------------------------------------------------------------
Valuation Analysis
- --------------------------------------------------------------------------------
<PAGE>
Project Tiger
================================================================================
Recapitalization Analysis
($ in millions, except per share data)
"Excess Surplus"
----------------
Statutory Surplus - December 31, 1998 (Estimated) $781.5
1999E Net Premiums Written (Mgmt.) $926.8
"Excess Surplus" Based on a Target NPW to Surplus of 1.7x $236.3
Proforma - Statutory Surplus - December 31, 1998 (Estimated) $545.2
<TABLE>
<CAPTION>
Adjusted Book
Value Per Share
---------------------------
Aggreg. Repurch. (1) Dividend (2)
------------ ------------ ------------
<S> <C> <C> <C>
September 30, 1998 GAAP Book Value - As Reported $913.6 $26.11 $26.11
Less: Stock Repurchases/Dividends with "Excess Surplus" (3) (236.3)
Less: Repurchases/Dividends with Debt Incurred - 17.5% Target (118.5)
------------
September 30, 1998 GAAP Book Value - Adjusted $558.8 $24.13 $15.97
============ ============ ============
</TABLE>
- ------------------------------
(1) Assumes repurchase of 11.8 million shares, or 34% of shares outstanding, at
$30.00 per share.
(2) Total special dividend of $354.8 million, or $10.14 per share.
(3) Assumes there are no taxes payable on the liquidation of the portfolio to
pay the dividend.
Page 13
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Recapitalization Analysis - Adjusted Earnings
($ in millions, except per share data)
<TABLE>
<CAPTION>
Adjusted
Earnings Per Share
-----------------------------
Aggreg. Repurch. (1) Dividend (2)
------------ ------------ ------------
<S> <C> <C> <C>
1999E Net Oper. Income (Management) $81.3 $2.32 $2.32
Less: Investment Income on "Excess Surplus" @ 7.5% pre-tax (11.5)
Less: Interest Expense on Debt Incurred @ 7.0% pre-tax (5.4)
------------
1999E Net Oper. Income (Management) - Adjusted $64.4 $2.78 $1.84
============ ============ ============
% Change 19.6%
</TABLE>
-------------------------------------------------------------------
1999E Return on 9/30/98 Equity - Unadjusted 8.9%
1999E Return on 9/30/98 Equity - Adjusted 11.5%
-------------------------------------------------------------------
- ------------------------
(1) Assumes repurchase of 11.8 million shares, or 34% of shares outstanding, at
$30.00 per share.
(2) Total special dividend of $354.8 million, or $10.14 per share.
Page 14
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
===============================================================================
Summary Implied Values
($ in millions, except per share data)
<TABLE>
<CAPTION>
Implied Value Based on a
Multiple of 1999E Earnings
-----------------------------------------
Value 11.5x 12.5x 13.5x
------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
With Share Repurchase
---------------------
1999E Earnings (Management Levered) $64.4 $740.4 $804.8 $869.2
Amount Per Share $2.78 $31.97 $34.75 $37.53
Implied Multiple of Adjusted Book Value $24.13 1.33x 1.44x 1.56x
Per Share Value of Shares Repurchased $30.00 $30.00 $30.00
----------------------------------------------------------------------------------------------------------------
Blended Amount Per Share $31.31 $33.15 $34.99
----------------------------------------------------------------------------------------------------------------
With Special Dividend
---------------------
1999E Earnings (Management Levered) $64.4 $740.4 $804.8 $869.2
Amount Per Share $1.84 $21.16 $23.00 $24.84
Implied Multiple of Adjusted Book Value $15.97 1.33x 1.44x 1.56x
Add: Special Dividend Per Share $10.14 $10.14 $10.14
----------------------------------------------------------------------------------------------------------------
Total Amount Per Share $31.31 $33.15 $34.99
----------------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger MANAGEMENT OPERATING ASSUMPTIONS
================================================================================
Summary DCF Analysis - With Pre-Closing Dividend
($ in millions)
<TABLE>
--------------------------------------------------------------------------------------------------------------------------------
1/1/99E 12/31/99E 12/31/00E 12/31/01E 12/31/02E 12/31/03E 12/31/04E
------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Statutory Net Income - $79.1 $78.6 $79.6 $77.7 $79.7 $81.5
Statutory Combined Ratio - 99.8% 99.0% 99.0% 99.5% 99.5% 99.5%
Statutory Surplus $545.2 $555.6 $565.3 $577.3 $588.7 $614.7 $641.9
Statutory Dividend Paid (1) $236.3 $78.1 $79.1 $78.6 $78.2 $66.4 $67.9
GAAP Net Income - $82.9 $83.2 $84.6 $83.0 $84.7 $86.7
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------ ------------------------------------------
Total DCF Value - Aggregate Total DCF Value - Per Share
------------------------------------------ ------------------------------------------
------------------------------------------ ------------------------------------------
Terminal Value as a Terminal Value as a
Multiple of GAAP 2004E NI Multiple of GAAP 2004E NI
------------------------------------------ ------------------------------------------
WACC 11.5x 12.5x 13.5x 11.5x 12.5x 13.5x
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
11.5% $1,094 $1,145 $1,195 $31.28 $32.72 $34.15
10.5% $1,128 $1,181 $1,233 $32.24 $33.74 $35.25
9.5% $1,163 $1,218 $1,273 $33.25 $34.83 $36.40
------------------------------------------ ------------------------------------------
</TABLE>
- -------------------------------
(1) A closing dividend is taken which increases NPW to Surplus to 1.7x. Uses
the "Greater of Test" thereafter, subject to an operating constraint of
1.80x NPW to Surplus, which is triggered in 2002.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger MANAGEMENT OPERATING ASSUMPTIONS
================================================================================
Summary DCF Analysis - No Pre-Closing Dividend
($ in millions)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
1/1/99E 12/31/99E 12/31/00E 12/31/01E 12/31/02E 12/31/03E 12/31/04E
------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Statutory Net Income - $85.0 $90.6 $91.8 $89.9 $91.7 $93.0
Statutory Combined Ratio - 99.8% 99.0% 99.0% 99.5% 99.5% 99.5%
Statutory Surplus $781.5 $797.9 $813.7 $825.9 $835.8 $850.3 $865.2
Statutory Dividend Paid (1) $0.0 $78.1 $85.0 $90.6 $91.8 $89.9 $91.7
GAAP Net Income - $88.9 $95.3 $96.9 $95.2 $96.7 $98.2
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------ ------------------------------------------
Total DCF Value - Aggregate Total DCF Value - Per Share
------------------------------------------ ------------------------------------------
------------------------------------------ ------------------------------------------
Terminal Value as a Terminal Value as a
Multiple of GAAP 2004E NI Multiple of GAAP 2004E NI
------------------------------------------ ------------------------------------------
WACC 11.5x 12.5x 13.5x 11.5x 12.5x 13.5x
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
11.5% $971 $1,028 $1,085 $27.74 $29.37 $31.00
10.5% $1,009 $1,069 $1,128 $28.84 $30.55 $32.25
9.5% $1,050 $1,112 $1,174 $30.00 $31.78 $33.56
------------------------------------------ ------------------------------------------
</TABLE>
- -------------------------------
(1) Using the "Greater of Test", dividends are subject to an operating
constraint of 1.80x NPW to Surplus, which is never triggered.
Page 17
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Selected Publicly Traded Property and Casualty Companies
($ amounts in millions, except per share data)
<TABLE>
<CAPTION>
9/30/98
Stock Market Operating EPS (a) ---------------------------
Price % Change Value ------------------- P/E Multiples 1999E Book Price/ D+P/
Company Name 11/13/98 YTD (MM) 1998E 1999E 1998E 1999E ROAE Value B.V. Cap.(b)
- -------------------------- --------- --------- --------- ---------- -------- ------- -------- ------- -------- -------- ---------
Citizens Corporation $30.38 2.1% $1,063 $1.93 $2.53 15.7x 12.0x 9.1% $26.11 1.16x 0.0%
Allmerica Financial Corp. $51.06 2.3% $3,082 $3.51 $4.61 14.5x 11.1x 10.4% $41.09 1.24x 22.3%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cincinnati Financial $36.75 (18.6%) $6,136 $1.29 $1.66 28.5x 22.1x 5.5% $29.30 1.25x 8.8%
Safeco Corporation 43.88 (9.5%) 5,979 2.30 3.30 19.1x 13.3x 8.1% 40.74 1.08x 21.1%
Erie Indemnity 26.56 (10.7%) 1,781 1.77 1.96 15.0x 13.6x 20.9% 9.21 2.88x 0.0%
Horace Mann 29.50 3.5% 1,255 1.80 2.12 16.4x 13.9x 16.4% 11.97 2.46x 22.1%
Ohio Casualty 39.56 (12.3%) 1,273 2.45 2.99 16.1x 13.2x 7.4% 39.50 1.00x 2.7%
Commerce Group 33.63 3.1% 1,176 2.57 2.68 13.1x 12.5x 13.1% 19.25 1.75x 0.0%
Harleysville Corp. 20.31 (17.1%) 592 1.80 2.02 11.3x 10.1x 11.1% 17.23 1.18x 16.2%
Selective Insurance Group 20.75 (22.1%) 591 1.81 1.96 11.5x 10.6x 9.8% 20.41 1.02x 16.6%
State Auto Financial 13.88 (17.2%) 582 0.83 1.09 16.7x 12.7x 13.1% 7.77 1.79x 0.0%
---------------------------------------------------------------------------
Mean* 14.9x 12.5x 12.5% 1.64x 9.8%
Median 16.1x 13.2x 11.1% 1.25x 8.8%
===========================================================================
<CAPTION>
Imputed Value Based on Mean (1) and Median (2)
----------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FirstCall Estimate $1.93 $2.53 $28.75 $31.60 (1) $26.11 $42.94
$31.17 $33.48 (2) $32.75
Management Estimate $1.97 $2.32 $29.37 $29.01 (1) $26.11 $42.94
$31.84 $30.74 (2) $32.75
Management Estimate ("Adjusted") (c) $2.78 $33.11 (1) $24.13 $36.40
$34.48 (2) $30.17
========================================================================================================
</TABLE>
- -----------------------------------
* Cincinnati Financial has been excluded from the mean.
(a) Earnings exclude net realized gains and losses. Source: First Call. Data as
of November 13, 1998.
(b) Data with respect to debt + preferred is as of 9/30/98 except for Selective
Insurance Group for which the latest avaible data was 6/30/98.
(c) Implied price is blended to reflect portion of value to shareholders from
assumed stock repurchase in adjusting management's estimates.
Page 18
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
================================================================================
Analysis of Selected Acquisitions of Minority Interests in the Insurance
Industry
(Dollars in Millions, except per share data)
<TABLE>
% Final Offer
Change ------------------
Value of Initial Final ------ Prem. Prem. Owned
Date Trans. Offer Offer Final/ 1 Day 4 Weeks Shares After
Ann'd Acquiror/Target ($ mil) Price Price Initial Prior(a) Prior (a) Acq. Trans.
------- ---------------------------- -------- ------- ----- ------- -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2/27/95 Conseco/Bankers Life Holding $460 $22.00 W - - - - 60.4%
2/27/95 Conseco/CCP 277 22.50 23.25 3.3% 20.0% 23.2% 49.4% 100.0%
8/25/95 Berkshire Hathaway/GEICO Corp 2,349 70.00 70.00 0.0% 25.6% 25.3% 47.4% 100.0%
9/26/95 SCOR/SCOR US Corp 60 14.00 15.25 8.9% 37.1% 38.6% 20.0% 100.0%
5/7/96 Orion Capital Corp/Guaranty Nat'l 85 17.50 18.50 5.7% 15.6% 22.3% 31.0% 81.2%
12/17/96 Allmerica Financial/Allmerica P&C 817 29.00 33.00 13.8% 15.8% 14.3% 40.7% 100.0%
1/13/97 Zurich Versicherungs/Zurich Reins. 319 36.00 39.50 9.7% 28.5% 22.5% 34.0% 100.0%
2/6/97/(b)/ Anthem/Acordia Inc 193 37.00 40.00 8.1% 43.5% 43.5% 33.2% 100.0%
9/18/97 Orion Capital Corp/Guaranty Nat'l 117 34.00 36.00 5.9% 10.8% 28.0% 22.7% 100.0%
<CAPTION>
Acq.
Market
Date Cap.
Ann'd Acquiror/Target ($mil) Consid.
------- ---------------------------- ------- ---------
<S> <C> <C> <C>
2/27/95 Conseco/Bankers Life Holding $1,636 Cash
2/27/95 Conseco/CCP 1,636 Cash
8/25/95 Berkshire Hathaway/GEICO Corp 29,241 Cash
9/26/95 SCOR/SCOR US Corp N/A Cash
5/7/96 Orion Capital Corp/Guaranty Nat'l 330 Cash
12/17/96 Allmerica Financial/Allmerica P&C 1,654 Cash/Com.
1/13/97 Zurich Versicherungs/Zurich Reins. NA Cash
2/6/97/(b)/ Anthem/Acordia Inc NA Cash
9/18/97 Orion Capital Corp/Guaranty Nat'l 1,151 Cash
</TABLE>
------------------------------------------------------
Mean $32.50 $34.44 6.9% 24.6% 27.2% 34.8%
Median $31.50 $34.50 7.0% 22.8% 24.2% 33.6%
------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
10/27/98 Allmerica Financial/Citizens Corp $171 $29.00 - - 5.(c) 5.(c) 16.8% -
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
10/27/98 Allmerica Financial/Citizens Corp $3,017 Cash
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Actual CZC Stock Price of $27.56 $27.50
-----------------------------------------------
<S> <C> <C> <C>
Implied Valuation of Citizens Based On Mean $34.34 $35.06
Median $33.84 $34.24
-----------------------------------------------
</TABLE>
- ---------------------
(a) Prior to announcement date of initial offer.
(b) The date on which Anthem announced the hiring of a financial advisor to
assess alternatives with respect to its Acordia investment.
(c) Premiums calculated by dividing initial offer price by stock price prior to
announcement of initial offer.
[LOGO] Merrill Lynch ===========================================================
<PAGE>
Project Tiger
===============================================================================
Multiples Paid in APY Minority Buy-In
<TABLE>
<CAPTION>
Initial APY Proposal Final APY Proposal CZC
------------------------------ --------------------------------
APY Data CZC Data APY Data CZC Data Proposal
------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Date 12/17/96 02/19/97 11/16/98
Offer Price $29.00 $33.00 $33.25
Actual Price Day Before $28.50 $22.00 $31.38 $24.88 $27.56
Transaction Value $700 $800 $196
---------------------------------------------------------------------------------------------------------------------------
Market Value Day Before $1,700.1 $775.9 $1,871.6 $877.3 $972.1
---------------------------------------------------------------------------------------------------------------------------
Premium Over Prior Day Price 1.8% 5.2% 20.6%
Premium Over 4 Weeks Prior Price (5.3%) 7.8% 21.2%
Current Year EPS (FirstCall) $2.16 $1.99 $2.23 $2.07 $1.93
Forward Year EPS (FirstCall) $2.26 $2.10 $2.45 $2.28 $2.53
---------------------------------------------------------------------------------------------------------------------------
Offer Price/Current Year EPS 13.4x 14.8x 17.2x
Offer Price/Forward Year EPS 12.8x 13.5x 13.1x
---------------------------------------------------------------------------------------------------------------------------
Market Price/Current Year EPS 11.1x 12.0x
Market Price/Forward Year EPS 10.5x 10.9x
Book Value Per Share $25.92 $20.28 $26.99 $21.39 $26.11
---------------------------------------------------------------------------------------------------------------------------
Offer Price/Book Value 1.12x 1.22x 1.27x
Market Price/Book Value 1.08x 1.16x
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] Merrill Lynch============================================================
<PAGE>
<TABLE>
<CAPTION>
Project Tiger
================================================================================
Summary of P&C Acquisition Transactions
($ in millions)
Date Premium to
- ------------------------------------- ----------------------------------- Equity
Announced Closed Acquiror/Target Day Prior 30 Days Prior Value
- ---------------------- ----------- ---------------------------- --------------- ---------------- --------
Key Acquisition Comparables
- -------------------------------------
<S> <C> <C> <C> <C> <C>
06/01/98 9/1/98 GRE / ING P&C N/A N/A $1,150
05/18/98 11/12/98 Nationwide / Allied Group 69.4% 48.6% 1,440
01/19/98 4/24/98 St. Paul / USF&G 18.2% 12.9% 2,830
06/09/97 10/01/97 Safeco / Amer. States 23.3% 30.6% 2,824
Other Acquisition Comparables
- -------------------------------------
10/16/97 02/12/98 Hartford Fin'l / Omni 78.9% 130.9% 188
08/08/97 12/22/97 USF&G / Titan 1.4% (1.8%) 234
06/30/97 11/04/97 GECC / Colonial Penn N/A N/A 950
06/23/97 10/17/97 GMAC / Integon 67.7% 121.3% 517
08/25/95 01/02/97 Berkshire Hathaway / GEICO 25.6% 21.0% 2,316
------------------------------------------------------------------------------------------
Mean 40.6% 51.9% $1,478
Median 25.6% 30.6% 1,440
==========================================================================================
Imputed Value of Citizens Based on Mean (1) and Median (2)
===============================================================
--------------------------------------------------------------------------------------------------------
1998E 1999E 9/30/98
-------- --------- ------------
FirstCall Estimate $1.93 $2.53 $26.11
Management Estimate $1.97 $2.32 $26.11
Management Estimate ("Adjusted") (a) $2.78 $24.13
=======================================================================================================
</TABLE>
Equity Value as a Multiple of
------------------------------------
Date Operating Earnings
- -------------------------------------- GAAP -------------------------
Announced Closed Book Trailing Forward
- --------------------- -------------- ------ ----------- -----------
Key Acquisition Comparables
- --------------------------------------
06/01/98 9/1/98 1.96x 22.8x 21.9x
05/18/98 11/12/98 3.20x 21.5x 20.2x
01/19/98 4/24/98 1.40x 13.7x 12.7x
06/09/97 10/01/97 2.13x 15.9x 14.3x
Other Acquisition Comparables
- --------------------------------------
10/16/97 02/12/98 3.29x 30.5x 27.4x
08/08/97 12/22/97 1.97x 13.8x 11.7x
06/30/97 11/04/97 1.70x 15.3x 16.4x
06/23/97 10/17/97 2.37x N/A 25.2x
08/25/95 01/02/97 2.86x 22.7x 18.4x
------------------------------------
2.32x 19.5x 18.7x
2.13x 18.7x 18.4x
------------------------------------
Imputed Value of Citizens Based on Mean (1) and Median (2)
==================================================================
FirstCall Estimate (1) $60.58 $37.68 $49.40
(2) $55.62 $36.09 $47.31
Management Estimate (1) $60.58 $38.49 $45.35
(2) $55.62 $36.87 $43.44
Management ("Adjusted")(a)
Estimate (1) $47.20 $46.06
(2) $44.16 $44.54
==================================================================
(a) Implied price is blended to reflect portion of value to shareholders from
assumed stock repurchase in adjusting management's estimates.
LOGO Merrill Lynch=============================================================
<PAGE>
<TABLE>
<CAPTION>
Project Tiger
================================================================================
Pro Forma Financial Impact to AFC
($ in millions, except per share data)
Assumed Purchase Price Per Share
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$29.00 $31.00 $33.00 $35.00 $37.00
--------- --------- -------- --------- ----------
Goodwill Created
----------------
Equity Value of Shares Purchased $170.9 $182.7 $194.5 $206.3 $218.0
Less: 9/30/98 Book Value of Shares Purchased (153.9) (153.9) (153.9) (153.9) (153.9)
---------- ------------ ----------- ------------ ----------
Goodwill Created from Transaction $17.0 $28.8 $40.6 $52.4 $64.2
========== ============ =========== ============ ==========
AFC 1999E Oper. Income (FirstCall) (1) $277.2 $277.2 $277.2 $277.2 $277.2
Add: CZC 1999E Oper. Income (Managemt.) (2) 13.7 13.7 13.7 13.7 13.7
---------- ------------ ----------- ------------ ----------
Combined 1999E Oper. Income $290.9 $290.9 $290.9 $290.9 $290.9
Adjustments:
A/T Invest. Income on AFC Cash (6.5% pre-tax) (7.2) (7.7) (8.2) (8.7) (9.2)
Amortization of New Goodwill @ 40 years (0.4) (0.7) (1.0) (1.3) (1.6)
Amortization of Mark-to-Market (3) (1.8) (1.8) (1.8) (1.8) (1.8)
---------- ------------ ----------- ------------ ----------
Total Adjustments ($9.5) ($10.3) ($11.0) ($11.8) ($12.6)
Pro Forma 1999E AFC Earnings $281.5 $280.7 $279.9 $279.1 $278.3
- ----------------------------------------------------------------------------------------------------------------------------------
Pro Forma 1999E EPS $4.66 $4.65 $4.63 $4.62 $4.61
$ Accretion of Current EPS of $4.59 $0.07 $0.06 $0.04 $0.03 $0.02
$ Accretion of Current EPS of $4.59 1.5% 1.2% 1.0% 0.7% 0.4%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------
* Does not include impact of $200 million share repurchase recently announced by
Allmerica.
(1) Includes earnings related to Citizens for 83% already owned.
(2) Earnings as projected by management related to the portion of Citizens to be
purchased.
(3) Purchase accounting adjustment representing amortization of unrealized gains
over an assumed 7 year period.
[LOGO] Merrill Lynch============================================================
<PAGE>
EXHIBIT 7
Citizens Corporation and Allmerica Financial Corporation Agree to Cash
Tender Offer for Citizens Shares at $33.25 Per Share
WORCESTER, Mass., Nov. 16 /PRNewswire/ -- 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.
<PAGE>
Exhibit 15
MEMORANDUM OF UNDERSTANDING
---------------------------
WHEREAS, on or about October 27, 1998, Allmerica Financial Corporation
("Allmerica") proposed to acquire the outstanding shares of Citizens Corporation
("Citizens") through an all-cash tender offer of $29.00 per share of Citizens
common stock not already (i) owned of record by Allmerica or any subsidiary of
Allmerica, or (ii) held in the treasury of the Company or held by any wholly-
owned subsidiary of the Company (the "Initial Proposal"); and
WHEREAS, six putative class action lawsuits challenging the Initial
Proposal styled as Hunter v. John F. O'Brien et al., C.A. No. 16772; McKinnie v.
-------------------------------- -----------
O'Brien, et al., C.A. No. 16749; Susser v. O'Brien et al., C.A. No. 16745;
- --------------- ------------------------
Specht v. O'Brien et al., C.A. No. 16746; Steiner v. O'Brien et al., C.A. No.
- ------------------------ -------------------------
16747; Finkelstein v. O'Brien et al., C.A. No. 16748; and Hunter v. O'Brien,
----------------------------- -----------------
C.A. No. 16777 (the "Delaware Actions") were filed by Citizens stockholders in
the Court of Chancery of the State of Delaware in and for New Castle County (the
"Delaware Court" and the "Delaware Actions"); and
WHEREAS, as a result of the pendency and prosecution of the Delaware
Actions, counsel for plaintiffs in the Delaware Actions and counsel for
Allmerica conducted negotiations in an effort to reach a settlement of the
Delaware Actions in conjunction with the consideration of the final acquisition
proposal by Allmerica; and
WHEREAS, Allmerica considered the existence of the Delaware Actions
and the settlement negotiations with plaintiffs' counsel in the Delaware Actions
in agreeing to the terms of the proposal discussed below;
NOW, THEREFORE, as a result of the foregoing, the parties to the
Delaware Actions, by their respective attorneys, have reached an agreement-in-
principle providing for the
<PAGE>
settlement of the Delaware Actions (the "Settlement") on the terms and subject
to the conditions set forth below in this memorandum of understanding (the
"Memorandum"):
1. The purpose of this Memorandum is to set forth the agreement-in-principle
of the parties to the Delaware Actions with respect to the matters
addressed below. However, the obligations of the parties pursuant to this
Memorandum are subject to modifications, if necessary, to ensure that the
terms thereof will not generate any adverse tax, accounting or other
consequences to the parties (including to enable Citizens and Allmerica to
obtain any necessary third party consents). Any necessary adjustments will
be made on a mutually agreeable basis so as to preserve the economic,
operational and other objectives of the parties in reaching this agreement-
in-principle.
2. In full settlement of any and all claims whatsoever which have been or
could have been made in the Delaware Actions, all of which shall be
released and discharged:
a. Allmerica will proceed with a first-step tender offer (the "Tender
Offer") and, subject to the completion of the Tender Offer, a second-
step merger (the "Merger") in which the holders of Citizens Common
Stock, other than as described above, will receive $33.25 cash per
share of Citizens' Common Stock (the "Exchange Price").
b. The parties to the Delaware Actions agree that the value of the
consideration provided by the Exchange Price described above
constitutes fair, adequate and reasonable consideration for the
settlement of all claims which were raised or could have been raised
by plaintiffs or any members of the Class (as defined below) in the
Delaware Actions. Allmerica further agrees that it took into account
the desirability of
-2-
<PAGE>
satisfactorily addressing the claims asserted in the Delaware Actions
in agreeing to the above-described Exchange Price.
c. Counsel for plaintiffs shall review shareholder disclosure materials
relating to the Tender Offer and the Merger. The parties will
negotiate and seek to resolve any issues raised by plaintiffs' counsel
concerning the adequacy of said disclosure materials.
3. The parties to the Delaware Actions will use their best efforts to complete
the discovery contemplated by this Memorandum and to agree upon, execute
and present to the Court, as soon as practicable, a formal Stipulation of
Settlement and such other documents as may be necessary and appropriate in
order to obtain the prompt approval by the Court of the Settlement and the
dismissal with prejudice of the Delaware Actions in the manner contemplated
herein and by the Stipulation of Settlement. Pending the negotiation and
execution of the Stipulation of Settlement, all proceedings in the Delaware
Actions, except for Settlement-related proceedings pursuant to this
Memorandum of Understanding, shall be suspended.
4. The Stipulation of Settlement expressly will provide as follows:
a. for the conditional certification of the Delaware Actions, for
settlement purposes only, as a class action pursuant to Chancery Court
Rules 23(b)(1) and (b)(2) on behalf of a class consisting of all
record and beneficial owners of Citizens stock during the period
beginning on and including the close of business on October 26, 1998
through and including the date of the consummation of the Merger,
including any and all of their respective successors in interest,
predecessors, representatives,
-3-
<PAGE>
trustees, executors, administrators, heirs, assigns or transferees,
immediate and remote, and any person or entity acting for or on behalf
of, or claiming under any of them, and each of them, and excluding
Citizens and Allmerica (the "Class");
b. for the complete discharge, dismissal with prejudice, settlement and
release of, and an injunction barring, all claims, demands, rights,
actions or causes of action, rights, liabilities, damages, losses,
obligations, judgments, suits, matters and issues of any kind or
nature whatsoever, whether known or unknown, contingent or absolute,
suspected or unsuspected, disclosed or undisclosed, hidden or
concealed, matured or unmatured, that have been, could have been, or
in the future can or might be asserted in the Delaware Actions or in
any court, tribunal or proceeding (including, but not limited to, any
claims arising under federal or state law relating to alleged fraud,
breach of any duty, negligence, violations of the federal securities
laws or otherwise) by or on behalf of any member of the Class, whether
individual, class, derivative, representative, legal, equitable or any
other type or in any other capacity against defendants in the Delaware
Actions or any of their families, parent entities, associates,
affiliates or subsidiaries and each and all of their respective past,
present or future officers, directors, stockholders, representatives,
employees, attorneys, financial or investment advisors, consultants,
accountants, attorneys, investment bankers, commercial bankers,
engineers, advisors or agents, heirs, executors, trustees, general or
limited partners or partnerships, personal representatives, estates,
administrators, predecessors, successors and assigns (collectively,
the "Released Persons") which have arisen, could have arisen, arise
now or hereafter arise out of,
-4-
<PAGE>
or relate in any manner to, the allegations, facts, events,
transactions, acts, occurrences, statements, representations,
misrepresentations, omissions or any other matter, thing or cause
whatsoever, or any series thereof, embraced, involved, set forth or
otherwise related, directly or indirectly, to any of the complaints
filed at any time in the Delaware Actions, the Initial Proposal, the
Tender Offer, the Merger, and any offering or proxy material, public
filings or statements (including, but not limited to, public
statements) by any of the defendants in the Delaware Actions or any
other Released Persons in connection with the Initial Proposal, the
Tender Offer, or the Merger (collectively, the "Settled Claims");
c. that defendants in the Delaware Actions have denied, and continue to
deny, that any of them have committed or have threatened to commit any
violations of law or breaches of duty to the plaintiff, the Class or
anyone;
d. that defendants in the Delaware Actions are entering into the
Stipulation of Settlement solely because the proposed Settlement would
eliminate the uncertainty, distraction, burden and expense of further
litigation;
e. subject to the Order of the Court, pending final determination of
whether the Settlement provided for in the Stipulation of Settlement
should be approved, that plaintiffs and all members of the Class, or
any of them, are barred and enjoined from commencing, prosecuting,
instigating or in any way participating in the commencement or
prosecution of any action asserting any Settled Claims, either
directly, representatively, derivatively or in any other capacity,
against any defendant in the Delaware Actions which have been or could
have been asserted, or which arise
-5-
<PAGE>
out of or relate in any way to any of the transactions or events
described in any complaint or amended complaint in the Delaware
Actions.
5. The plaintiffs and their financial advisor in the Delaware Actions will
cooperate with Citizens and Allmerica in all reasonable respects (subject
to applicable legal restrictions) in connection with the Tender Offer, the
Merger and the other understandings set forth herein. The parties to the
Delaware Actions, through their counsel, (i) agree to use their best
efforts to pursue the Settlement of the Delaware Actions in as expeditious
and comprehensive a manner as possible and acknowledge that time is of the
essence; and (ii) agree to cooperate with Citizens and Allmerica in
preparing any and all necessary papers to define, pursue and effectuate the
Settlement of the Delaware Actions.
6. Pending negotiation, execution and Court approval of the Settlement, the
plaintiffs in the Delaware Actions agree to stay any discovery and to stay
any and all other proceedings other than those incident to the Settlement
itself. The parties also agree to use their best efforts to prevent, stay
or seek dismissal of or oppose entry of any interim or final relief in
favor of any member of the Class in any other litigation against any of the
parties to this Memorandum which challenges the Settlement, the Initial
Proposal or the Merger or otherwise involves a Settled Claim.
7. The Settlement contemplated by this Memorandum of Understanding will not be
binding upon any party until, and is otherwise subject to:
a. the completion by plaintiffs in the Delaware Actions of such
documentary discovery and/or oral depositions or interviews as
reasonably are requested by them and agreed to by the respective party
from whom discovery is requested (the scope of such
-6-
<PAGE>
discovery having been discussed by counsel prior to the execution of
this Memorandum of Understanding);
b. a formal Stipulation of Settlement (and such other documentation as
may be required to obtain final approval by the Court of the
Settlement) has been executed by counsel for the parties to the
Delaware Actions, which Stipulation of Settlement shall include a
provision permitting defendants to terminate the Settlement if, prior
to the Effective Date of the Settlement (as defined below), any action
is pending in any state or federal court which raises any Settled
Claims against any of the Released Persons;
c. the completion of the Tender Offer and the consummation of the Merger;
d. final approval by the Delaware Court of the Settlement (and the
exhaustion of possible appeals, if any) and the dismissal of the
Delaware Actions by the Delaware Court with prejudice and without
awarding costs to any party (except as provided herein) have been
obtained, and entry by the Delaware Court of a final order and
judgment containing such release language as is negotiated by the
parties and contained in the Stipulation of Settlement; and
e. the determination by defendants in the Delaware Actions that the
dismissal of the Delaware Actions in accordance with the Stipulation
of Settlement will result in the release with prejudice of the Settled
Claims.
8. This Memorandum of Understanding shall be null and void and of no force and
effect should any of the conditions set forth herein not be met or should
plaintiffs' counsel in the Delaware Actions determine in good faith that,
based upon the discovery contemplated by this Memorandum, the proposed
Settlement is not fair, reasonable and adequate; in such event,
-7-
<PAGE>
this Memorandum of Understanding shall not be deemed to prejudice in any
way the positions of the parties with respect to the Delaware Actions nor
to entitle any party to the recovery of costs and expenses incurred to
implement this Memorandum of Understanding (except as provided in paragraph
11 hereof for the costs of notice of the Settlement).
9. Subject to the terms and conditions of this Memorandum and the terms and
conditions of the Stipulation of Settlement contemplated hereby, Citizens
shall pay, on behalf of and for the benefit of the Citizens director
defendants in the Delaware Actions, such fees and expenses as may be
awarded to plaintiffs' counsel by the Delaware Court, which shall be
payable in accordance with the terms of the Stipulation. Except as
provided herein, the Released Persons shall bear no other expenses, costs,
damages or fees alleged or incurred by the named plaintiff, by any member
of the Class, or by any of their attorneys, experts, advisors, agents or
representatives.
10. The Effective Date of the Settlement shall be the date on which the order
of the Delaware Court approving the Settlement becomes final and no longer
subject to further appeal or review, whether by exhaustion of any possible
appeal, lapse of time or otherwise.
11. Citizens shall be responsible for providing notice of the Settlement to the
members of the Class. Citizens shall pay, on behalf of and for the benefit
of the Citizens director defendants in the Delaware Actions, all reasonable
costs and expenses incurred in providing notice of the Settlement to the
members of the Class and shall cooperate with plaintiffs' counsel in
providing such information as is reasonably available to it and reasonably
identifies potential Class members.
-8-
<PAGE>
12. Except as provided herein, the defendants in the Delaware Actions shall
bear no other expenses, costs, damages or fees alleged or incurred by any
named plaintiffs in the Delaware Actions, by any member of the Class, or by
any of their attorneys, experts, advisors, agents or representatives.
13. The provisions contained in this Memorandum of Understanding shall not be
deemed a presumption, concession or an admission by any defendant in the
Delaware Actions of any fault, liability or wrongdoing as to any facts or
claims alleged or asserted in the Delaware Actions or any other actions or
proceedings, and shall not be interpreted, construed, deemed, invoked,
offered, or received in evidence or otherwise used by any person in the
Delaware Actions or in any other action or proceeding, whether civil,
criminal or administrative.
14. This Memorandum of Understanding constitutes the entire agreement among the
parties with respect to the subject matter hereof, and may not be amended
nor any of its provisions waived except by a writing signed by all of the
signatories hereto.
15. This Memorandum of Understanding and the Settlement contemplated by it
shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without regard to conflict of laws principles.
16. This Memorandum will be executed by counsel for the parties to the Delaware
Actions. This Memorandum may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. By signing this Memorandum,
counsel for plaintiffs in the Delaware Actions represent that they have
authority to act on behalf of plaintiffs and their counsel in all of the
actions constituting the Delaware Actions.
-9-
<PAGE>
17. The plaintiffs and plaintiffs' counsel in the Delaware Actions represent
and warrant that none of plaintiffs' claims or causes of action referred to
in any complaint in the Delaware Actions or this Memorandum of
Understanding have been assigned, encumbered or in any manner transferred
in whole or in part.
18. This Memorandum of Understanding shall be binding upon and shall inure to
the benefit of the parties and their respective agents, successors,
executors, heirs and assigns.
19. The parties to this Memorandum of Understanding agree to use their best
efforts (a) to achieve the expedited dismissal of the Delaware Actions in
accordance with the terms of this Memorandum of Understanding, and (b) to
cause the timely occurrence of all events, transactions, or other
circumstances described herein.
-10-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Memorandum effective as
of the date set forth below.
Of Counsel: Attorneys for Defendants John F. O'Brien,
Eric A. Simonsen, James R. McAuliffe,
John D. Donovan, Jr. J. Barry May and Allmerica Financial
Ropes & Gray Corporation
One International Place
Boston, MA 02110
(617) 951-7000
------------------------------
Michael D. Goldman
- ----------------------------- Setphen C. Norman
Kevin G. Abrams Potter, Anderson & Corroon
Dominick T. Gattuso Hercules Building
Richards, Layton & Finger 1313 North Market Street
One Rodney Square Wilmington, DE 19801
Wilmington, Delaware 19899 Attorney for Defendants Neal J. Curtin,
(302) 651-7000 James A. Cotter, Jr. and Dona Scott
Laskey and Citizens Corporation Of Counsel:
Daniel F. Sternberg ------------------------------
Cleary, Gottlieb, Steen & Hamilton Joseph A. Rosenthal
One Liberty Plaza Rosenthal, Monhait, Gross & Goddess
New York, N.Y. 10006 Mellon Bank Center - Suite 1401
(212) 225-2000 Wilmington, DE 19899
(302) 656-4433
Delaware Liaison Counsel for Plaintiffs
Of Counsel:
Arthur N. Abbey
Abbey, Gardy & Squitieri, LLP
212 E. 39th Street
New York, NY 10016
(212) 889-3700
Lawrence A. Sucharow
Goodkind, Labaton, Rudoff &
Sucharow LLP
100 Park Avenue
New York, NY 10017-5563
(212) 907-0700
Joseph H. Weiss
Weiss & Yourman
551 Fifth Avenue
New York, NY 10176
(212) 594-5300
DATED: November 16, 1998
-11-
