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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CITIZENS CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
01-174533109
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(CUSIP Number)
COPY TO:
John F. Kelly, Esq. Lauren I. Norton, Esq.
440 Lincoln Street Ropes & Gray
Worcester, Massachusetts 01653 One International Place
(508) 855-1000 Boston, Massachusetts 02110
(617) 951-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 14, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6
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CUSIP NO. 01-174533109 SCHEDULE 13D Page 2 of 6 Pages
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NAME OF REPORTING PERSON: ALLMERICA FINANCIAL CORPORATION
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3263626
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
BK, WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A. Delaware
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SOLE VOTING POWER
7
NUMBER OF 100 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 100 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
100 shares of Common Stock
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
100.0 percent of Common Stock
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TYPE OF REPORTING PERSON*
14
HC
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This Amendment No. 1 (the "Amendment") to Schedule 13D amends and
supplements the report contained in the Tender Offer Statement on Schedule 14D-1
originally filed on November 2, 1998, as amended (the "Schedule 14D-1"), by
Allmerica Financial Corporation, a Delaware corporation ("AFC") and Citizens
Acquisition Corporation, a Delaware corporation (the "Purchaser") and wholly
owned subsidiary of AFC, with respect to the Purchaser's tender offer (the
"Offer") for all outstanding shares of common stock, par value $0.01 per share
(the "Shares") of Citizens Corporation, a Delaware corporation (the "Company")
at $33.25 per Share, net to the seller in cash. Pursuant to Instruction F to
Schedule 14D-1, the final amendment to the Schedule 14D-1, filed on December 3,
1998 satisfied the reporting obligations of AFC and the Purchaser under Section
13(d) of the Securities Exchange Act of 1934 with respect to all securities
acquired by the Purchaser in the Offer. Accordingly, the Schedule 14D-1 and all
exhibits thereto are incorporated herein by reference in their entirety. All
capitalized terms used in this Amendment and not otherwise defined therein shall
have the meanings ascribed to such terms in the Schedule 14D-1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On December 14, 1998, the Purchaser filed with the Secretary of State of
the State of Delaware a Certificate of Ownership and Merger effecting the merger
of the Purchaser with and into the Company (the "Merger"). Pursuant to the terms
of the Merger, each issued and outstanding Share of the Company and each Share
held in the Company's treasury was canceled and each issued and outstanding
share of the Purchaser, par value $.01 per share, was converted into one fully
paid and nonassessable share of common stock, par value $.01 per share, of the
Company. Pursuant to the terms of the Merger, the Company was the surviving
entity in the Merger. As a result of the Merger, AFC now beneficially owns
100% of the outstanding shares of common stock of the Company.
On December 14, 1998, AFC issued a press release announcing the Merger. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Press Release issued on December 14, 1998.
Page 3 of 6 Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: December 22, 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
Page 4 of 6 Pages
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EXHIBIT INDEX
EXHIBITS
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99.1 Press release dated December 14, 1998.
Page 5 of 6 Pages
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ALLMERICA FINANCIAL CORPORATION ANNOUNCES COMPLETION OF
ACQUISITION OF CITIZENS CORPORATION
WORCESTER, Massachusetts, December 14, 1998 -- Allmerica Financial
Corporation (NYSE: AFC) today announced that it has acquired all shares of
common stock of Citizens Corporation not purchased pursuant to its tender offer,
through the merger of its wholly owned subsidiary, Citizens Acquisition Corp.,
with and into Citizens Corporation at a price of $33.25 per share. The merger
became effective as of December 14, 1998. As a result of the merger, Citizens
Corporation is now a wholly owned subsidiary of Allmerica.
Pursuant to the terms of the merger, each issued and outstanding Citizens
Corporation share held by shareholders of record immediately prior to the
effective time of the merger (other than shares held by Allmerica affiliates)
has been converted in the merger into the right to receive $33.25 in cash.
Shares held in Citizens Corporation's treasury and shares held by Allmerica
affiliates have been canceled and cease to exist as a result of the merger.
Holders of Citizens Corporation shares who did not tender all their shares
pursuant to the offer will receive information from Citizens Corporation setting
forth the procedures to be followed in order to either receive the merger
consideration of $33.25 per share or exercise appraisal rights.
Allmerica Financial Corporation is the holding company for a diversified
group of insurance and financial services companies, including Citizens, and
is based in Worcester, Mass.
Page 6 of 6 Pages
