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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 4)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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CITIZENS CORPORATION
(Name of the Issuer)
ALLMERICA FINANCIAL CORPORATION
CITIZENS ACQUISITION CORPORATION
CITIZENS CORPORATION
(Name of Persons Filing Statement)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
01-174533 10 9
(CUSIP Number of Class of Securities)
JOHN F. KELLY, ESQ.
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
(Name of Person Authorized to Receive
Notices on Behalf of Filing Persons)
Copy to:
LAUREN I. NORTON, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee
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$195,938,925.00 $39,187.79
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* For purposes of calculating the fee only. This amount assumes the purchase
of 5,892,900 shares of common stock, par value $.01 per share, of Citizens
Corporation at $33.25 net in cash per share, which represents all
outstanding shares at October 30, 1998 not owned directly or indirectly by
the persons filing this statement. The amount of the filing fee calculated
in accordance with Rule 0-11 equals 1/50th of 1% of the value of the shares
to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $39,187.79 Filing Parties: Allmerica Financial Corporation and
Citizens Acquisition Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: November 2, 1998 and November 17, 1998
and Amend. No. 2 thereto
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INTRODUCTION
Allmerica Financial Corporation ("AFC"), Citizens Acquisition Corporation
(the "Purchaser") and Citizens Corporation ("Citizens") hereby amend and
supplement their Rule 13e-3 Transaction Statement (the "Schedule 13E-3")
originally filed on November 2, 1998 and as amended, with respect to the offer
to purchase all of the outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Citizens that AFC does not already own. Capitalized
terms used herein but not defined are used as defined in the Schedule 13E-3.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Schedule 13E-3 is hereby amended and supplemented to add the
following:
On December 3, 1998, AFC issued a press release, a copy of which is
included as exhibit (d)(10) hereto, and the information contained therein is
incorporated by reference.
ITEM 11. CONTRACTS. ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
Item 11 is hereby amended and supplemented by adding thereto the following:
By executing the Letter of Transmittal or the Revised Letter of
Transmittal, each tendering shareholder has appointed designees of AFC and the
Purchaser as such shareholder's proxies with respect to the tendered Shares. All
such proxies became effective as of Purchaser's acceptance for payment of the
Shares tendered in response to the Offer. Such proxies are irrevocable and
coupled with an interest in the tendered Shares.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is amended and supplemented to add the
following exhibits:
(d)(10) Press release dated December 3, 1998.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: December 3, 1998 ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry, III
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Name: Edward J. Parry, III
Title: Vice President, Treasurer and
Chief Financial Officer
CITIZENS ACQUISITION CORPORATION
By: /s/ Edward J. Parry, III
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Name: Edward J. Parry, III
Title: President and Treasurer
CITIZENS CORPORATION
By: /s/ Edward J. Parry, III
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Name: Edward J. Parry, III
Title: Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibits
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(d)(10) Press release dated December 3, 1998.
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ALLMERICA FINANCIAL COMPLETES
CASH TENDER OFFER FOR CITIZENS CORPORATION
WORCESTER, Mass., December 3, 1998 -- Allmerica Financial Corporation (NYSE:
AFC) today announced that it has completed successfully its tender offer to
purchase shares of Citizens Corporation (NYSE: CZC) common stock for $33.25
per share. The tender offer expired at midnight, New York City time on
December 2, 1998.
Based on its preliminary tabulation, the depositary for the offer has informed
Allmerica that approximately 5,692,865 shares of Citizens stock were tendered
properly and not withdrawn pursuant to the offer, including 366,750 shares
tendered by means of notices of guaranteed delivery. Allmerica accepted for
payment all shares properly tendered prior to the expiration of the offer. The
combination of tendered shares and the 29,093,500 shares of Citizens stock that
Allmerica currently owns represents approximately 99.4 percent of the shares of
Citizens Corporation currently outstanding.
Payment for shares accepted for payment pursuant to the offer will be made
promptly. Allmerica intends to acquire shortly the remaining outstanding shares
of Citizens common stock through the merger of its wholly owned subsidiary,
Citizens Acquisition Corporation, with and into Citizens Corporation at a price
of $33.25 per share.
Allmerica Financial Corporation is the holding company for a diversified group
of insurance and financial services companies, including Citizens, and is based
in Worcester, Mass.
