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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): December 14, 1998
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ALLMERICA FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-13754 04-3263626
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer I.D.
of Incorporation) 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 5
Exhibit Index on page 5
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Item 5. Other Events
On December 14, 1998, Allmerica Financial Corporation issued a press
release, a copy of which is attached as an exhibit hereto, relating to the
consummation of the merger of Citizens Acquisition Corporation with and into
Citizens Corporation. As a result of such merger, Citizens Corporation became a
wholly-owned subsidiary of Allmerica Financial.
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Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of Allmerica Financial dated
December 14, 1998
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SIGNATURES
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.
ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry, III
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Title: Vice President, Treasurer and
Chief Financial Officer
Date: December 14, 1998
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Exhibit Index Page
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Exhibit 99 Press release of Allmerica Financial dated
December 14, 1998 6
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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.
