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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 27, 1998
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CITIZENS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-11714 04-3178765
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) I.D. Number)
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440 Lincoln Street, Worcester, Massachusetts 01653
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(Address of Principal Executive Offices) (Zip Code)
(508) 855-1000
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Registrant's Telephone Number, including area code
Page 1 of pages 6
Exhibit Index on page 5
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Item 5. Other Events
On October 27, 1998, Allmerica Financial Corporation announced that it, or
a subsidiary, will shortly commence a cash tender offer to acquire all of the
outstanding shares of Citizens Corporation common stock that it does not already
own at a price of $29.00 per share. Allmerica Financial's announcement
indicated that if it acquires at least 90 percent of the ownership interest in
Citizens Corporation, it intends to initiate a merger through which any
remaining shares of Citizens Corporation not then owned by Allmerica Financial
or its subsidiaries will be converted into cash at the tender offer price.
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Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of Allmerica Financial Corporation dated
October 27, 1998 announcing the tender offer.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CITIZENS CORPORATION
By: /s/ Edward J. Parry
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Title: Vice President and
Chief Financial Officer
Date: October 27, 1998
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Exhibit Index Page
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Exhibit 99 Press release of Allmerica Financial Corporation dated 6
October 27, 1998 announcing the tender offer
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ALLMERICA FINANCIAL TO ACQUIRE CITIZENS CORPORATION;
BOARD AUTHORIZES REPURCHASE OF ALLMERICA STOCK
WORCESTER, Mass., October 27, 1998 - Allmerica Financial corporation (NYSE: AFC)
today announced that it, or one of its wholly-owned subsidiaries, shortly will
commence a cash tender offer to acquire all of the outstanding shares of
Citizens Corporation (NYSE: CZC) common stock that it does not already own at a
price of $29.00 per share.
If Allmerica Financial acquires at least 90 percent of the ownership interest in
Citizens Corporation as a result of the tender offer, it intends to initiate a
merger of Citizens Corporation with one of its subsidiaries through which any
remaining shares of Citizens Corporation not then owned by Allmerica Financial
or its subsidiaries will be converted into cash at the tender offer price.
Based on the number of shares of Citizens Corporation common stock held by
unaffiliated stockholders, the transaction is valued at approximately $171
million.
Allmerica Financial also announced that its board of directors has authorized
the expenditure of up to $200 million to repurchase outstanding shares of its
own common stock. Purchases will be made in the open market or through
negotiated transactions, according to the company.
"Both the tender offer and the stock repurchase program represent an effective
use of the company's capital and underscore our confidence in the company's
operating strategies," said Edward J. Parry, III, vice president and chief
financial officer at Allmerica Financial.
This news release does not constitute an offer to purchase any securities, or
authorization for or with respect to a meeting of the shareholders of Allmerica
Financial or Citizens Corporation or any action in lieu of a meeting. Any
offers will be made only pursuant to separate materials in compliance with the
requirements of applicable federal and state securities laws.
Allmerica Financial Corporation is the holding company for a diversified group
of insurance and financial services companies based in Worcester, Mass.
CONTACT: Investors Media
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Jean Peters Michael F. Buckley
(508) 855-3599 (508) 855-3099
AF-35
10/98
