NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF CITIZENS, INC., A COLORADO CORPORATION Executive Office: 400 East Anderson Lane, Austin, Texas 78752 To the Stockholders of Citizens, Inc. Notice is hereby given that the Annual Meeting of Stockholders of Citizens, Inc. will be held Tuesday, June 6, 1995, at 10:00 a.m., local time, at the Executive Office of the Company, 400 East Anderson Lane, Austin, Texas, for the following purposes: (1)To elect the members of the Board of Directors of the Company; and (2)To transact such other business as may properly come before the Meeting or any adjournment thereof. It is important, regardless of the number of shares you hold, that your stock be represented at the Meeting by a signed proxy card or personal attendance. SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY TO THE TRANSFER AGENT. NO POSTAGE IS REQUIRED. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. By Order of the Board of Directors April 18, 1995 Mark A. Oliver, Secretary CITIZENS, INC. 400 East Anderson Lane Austin, Texas 78752 April 18, 1995 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 1995 SOLICITATION OF PROXIES This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Citizens, Inc., for use at the Annual Meeting of Stockholders to be held Tuesday, June 6, 1995, at 10:00 a.m., local time, (the "Meeting") at the Executive Office of the Company, 400 East Anderson Lane, Austin, Texas. This statement was sent to the stockholders of the Company on or about April 28, 1995. You are requested to complete the enclosed proxy card, sign where indicated, and return it to the Transfer Agent in the envelope provided, which requires no postage if mailed in the United States. Solicitation of proxies will be primarily through the mail. Proxies may also be solicited by personal interview, telephone or telegram, by directors, officers and employees of the Company and its wholly-owned subsidiaries at no additional cost to the Company. The Company may also request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward soliciting material to the beneficial owners of the Company's common stock held of record by such persons, firms, or institutions, and the Company will reimburse the forwarding expense. The cost of this solicitation will be borne by the Company. PROXIES Shares represented by properly executed proxies received by the Company prior to the Meeting will be voted as specified thereon. If a proxy fails to specify how it is to be voted on any proposal it will be voted FOR such proposal. A person giving a proxy shall have the power to revoke it at any time before it is voted by notifying the Secretary of the Company in writing or by personally withdrawing such proxy at the Meeting. The matters to be brought before the Meeting are: (i) the election of directors; and (ii) such other matters as may properly be brought before the Meeting. RECORD DATE Only stockholders of record at the close of business on April 18, 1995 are entitled to vote at the Meeting. As of the record date, the Company had outstanding and entitled to vote 16,980,340 Class A shares of common stock and 621,049 Class B shares of common stock. QUORUM The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote at the Meeting is necessary to constitute a quorum at the Meeting. If a quorum is not present or represented at the Meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, have the power to adjourn or recess the Meeting from time to time for up to thirty (30) days without notice, other than announcement at the Meeting, until a quorum is present or represented. At such reconvened Meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the Meeting as originally noticed. Management knows of no matters to be submitted at the Meeting with respect to which the stockholders are entitled to vote, other than the proposals listed below. In the event other matters properly come before the Meeting, the persons named in the proxy will vote according to their best judgment. STOCK AND PRINCIPAL STOCKHOLDERS Both classes of common stock are equal in all respects, except that (i) Class B common stock elects a simple majority of the Board of Directors of the Company and Class A common stock elects the remaining directors; and (ii) Class A shareholders receive, on a per-share basis, twice the cash dividends paid on a per-share basis to Class B common shareholders. Each outstanding share of common stock has one vote in all matters to be considered at the Meeting. The following table shows the persons known to the Company to be the beneficial owners of more than five percent of the Company's Class A and Class B common stock at April 15, 1995. Shares Owned and Percent Name and Address Nature of Ownership of Class Harold E. Riley 5,542,994Class A direct Post Office Box and 32.6% 149151 indirect 100.0% Austin, Texas (1) 621,049Class B indirect (1) Marjorie D. Riley 1,170,000Class A direct 6.9% 3410 Tripp (2) Amarillo, Texas (1)See footnote (1) in the table immediately below. (2) In record name. The following table shows, as of April 15, 1995, certain information with regard to the beneficial ownership of the Company's Common Stock by each director and by the executive officers and directors as a group. Shares Owned and Percent Name Nature of Ownership of Class Harold E. Riley 5,542,994Class A direct and indirect (1) 32.6% 621,049Class B 100.0% indirect (1) Rick D. Riley 337,712Class A direct and 2.0% indirect (2) Randall H. Riley 104,215Class A direct (3) and indirect (5) Flay F. Baugh 41,959 Class A direct (3) Joe R. Reneau, 42,652 Class A direct (3) M.D. Timothy T. 51,237 Class A direct (3) Timmerman T. Roby Dollar 31,612 Class A direct and (3) indirect (4) Steven A. 1,000 Class A direct (3) Rekedal Mark A. Oliver 127Class A direct (3) Carl E. Orange 50 Class A Direct (3) Steven F. 1,886 Class A direct (3) Shelton Ralph M. Smith 15,389 Class A direct and (3) indirect (6) Clayton D. 10 Class A Direct Dunham (3) All executive officers 6,171,364Class A direct and and directors as indirect 36.3% a group 621,049Class B 100.0% (thirteen) indirect (1)Owns 5,287,507 Class A shares directly and spouse owns 255,487 Class A shares. The Harold E. Riley Trust, of which Mr. Riley is the controlling Trustee, owns 621,049 Class B shares, all the issued and outstanding Class B common stock. (2)Son of Harold E. Riley. Owns 274,184 Class A shares directly and 63,528 Class A shares indirectly as trustee for minor children. (3)Less than one percent (1%). (4)Owns 16,612 Class A shares directly and spouse owns 15,000 Class A shares. (5)Son of Harold E. Riley. Owns 101,694 Class A shares directly, spouse owns 1,321 Class A shares. Mr. Riley is trustee for a minor child owning 1,200 Class A shares. (6)Owns 9,285 Class A shares directly and spouse owns 6,104 Class A shares. The Company is not aware of any arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. CONTROL OF THE COMPANY Harold E. Riley is deemed to be the "controlling stockholder" of the Company. Mr. Riley owns, directly and indirectly, 5,542,994 shares (32.6%) of the outstanding Class A common stock and 621,049 shares (100%) of the Company's Class B common stock, which stock elects a majority of the Company's Board of Directors. PROPOSALS TO BE VOTED ON Proposal No. 1: ELECTION OF DIRECTORS Harold E. Riley has advised the Company that he intends to vote all his Class A shares in favor of the Class A nominees and all his Class B shares in favor of the Class B nominees. If for any reason any nominee herein named is not a candidate when the election takes place (which is not expected), the proxy will be voted for the election of a substitute nominee at the discretion of the persons named in the proxy. A majority vote of a quorum present in person or by proxy will be necessary to elect the directors. Cumulative voting is not permitted. NOMINEES FOR ELECTION AS DIRECTORS Listed below are nine persons who have been nominated for election as directors of the Company. These persons are nominees for election to serve for one year until the next Annual Meeting of Stockholders proposed to be held the first Tuesday of June, 1996, or until their respective successors are duly elected and qualified. Class A Shareholders will vote for those nominees for Class A directors, and Class B Shareholders will vote on the Class B nominees. NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS Common Stock Principal Direct of the Name Age Occupation or Company Since Beneficiall y Owned 4/15/95 Flay F. Baugh 81 Investments 1989 41,959 Temple, Texas Class A Steven F. 39 Farmer/Rancher 1993 1,886 Class Shelton Lamar, Colorado A Ralph M. Smith, 64 Pastor 1993 15,389 Th.D. Hyde Park Baptist Class A Church Austin, Texas Timothy T. 34 President 1989 51,237 Timmerman Texas Cable Class A Systems, Inc. TCSI-Huntsville and Timmerman Investments, Inc., Round Rock Texas NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS Common Stock of the Principal Directo Company Name Ag Occupation r Beneficially e Since Owned 4/15/95 T. Roby Dollar 57 Vice Chairman, Chief 1993 31,612 Class A Actuary of the Company Austin, Texas Joe R. Reneau, 63 Physician - Medical 1989 42,652Class M.D. Consultant A Austin, Texas Harold E. Riley 66 Chairman of the Board 1987 5,542,994Cla and CEO of the ss A Company 621,049Class Austin, Texas B Randall H. 40 Vice Chairman, Chief 1993 104,215 Class Riley * Executive Officer of A the Company Austin, Texas Rick D. Riley * 41 Executive Vice 1989 337,712Class President A and Chief Operating Officer of the Company Austin, Texas * Son of Harold E. Riley. There are no other family relationships between or among the nominees to the Board and the Executive Officers of the Company. Information concerning the nominees is set forth below: Flay F. Baugh, Investments; President, Baugh's Inc., Temple, Texas 1954 to present; Director of Citizens Insurance Company of America (Texas), former parent of the Company, 1978 to 1988. Director of the Company, 1989 to present. T. Roby Dollar, Vice Chairman, Chief Actuary of the Company and its affiliates 1994 to present; President of the Company and its affiliates 1992 to 1994; Executive Vice President and Chief Actuary of the Company and its affiliates 1987-1992. Joe R. Reneau, M.D., Physician- Medical Consultant, Abbott Laboratories, Austin, Texas, 1987 to present and IBM, Austin, Texas, 1992 to present, Medical Director of Company and its affiliates, 1987 to present. Harold E. Riley, controlling stockholder; Chairman of the Board of the Company and its affiliates 1994 to present; Chairman of the Board and Chief Executive Officer of the Company and its affiliates 1992 to present; Chairman of the Board, Chief Executive Officer and President of the Company and its affiliates, 1987 to 1992; Chairman of the Board, President and Chief Executive Officer, Continental Investors Life Insurance Company, 1989 to 1992. Randall H. Riley, Vice Chairman and CEO of the Company and its affiliates 1994 to present; Vice Chairman and Marketing Director of the Company, 1993 to present. General Manager, Negocios Savoy, S.A. 1989 to 1993. Director, 1993 to present. Rick D. Riley, President, Chief Administrative Officer of the Company and its affiliates, 1994 to present; Executive Vice President and Chief Operating Officer of the Company and its affiliates, 1990 to 1991 and 1992 to 1994; President, Computing Technology, Inc. 1991 to 1992; Executive Vice President, Data Processing, the Company and its affiliates, 1987 to 1991; Executive Vice President, Continental Investors Life Insurance Company 1989 to 1992. Steven F. Shelton, Rancher/Farmer 1974 to present; Director, First Centennial Corporation, January to October, 1989 and August, 1990 to 1992. Director of the Company 1993 to present. Ralph M. Smith, ThD, Pastor, Hyde Park Baptist Church, Austin, Texas, 1960 to present. Director of the Company 1989 to 1990, 1993 to present; Advisory Director of the Company 1991 to 1993. Timothy T. Timmerman, President, Texas Cable Systems, Inc.; President, TCSI-Huntsville; President, Northeast Cablevision, Inc.; President, Timmerman Investments Inc., Round Rock, Texas, 1984 to present. Director of the Company 1989 to present. No director of the Company is a director of any other company with a class of securities registered under the Securities Exchange Act of 1934 or any investment company registered under the Investment Company Act of 1940. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The business affairs of the Company are conducted under the direction of its Board of Directors. The Board of Directors held four meetings during 1994. During 1994, the Board of Directors had three committees, the Executive Committee, the Compensation Committee and the Audit Committee. Mr. John Boswell, who has resigned from the Board, attended fewer than 75 percent of the aggregate of the Board of Directors meetings and the Committee meetings on which he served. The Executive Committee, composed of Messrs. Harold E. Riley, Joe R. Reneau, M.D. and Timothy Timmerman met seven times during 1994 and has exercised and may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company, except where action of a majority of all members of the Board of Directors is required by statute or by the Articles of Incorporation or by the Bylaws of the Company, and has the power to authorize the seal of the Company to be affixed to all papers which may require it. The Audit Committee, composed of Messrs. Joe R. Reneau, Ralph M. Smith and Timothy T. Timmerman met once during 1994. The functions of the Audit Committee include recommending to the Board each year the firm of independent auditors to be engaged by the Company, reviewing the annual financial statements issued by the Company to its security holders, reviewing and approving in advance the plan and scope of the audit of the Company to be performed for the following year by the independent auditors, reviewing with the principal independent auditors upon completion of their audit, their findings and recommendations, and periodically reviewing with them the principal accounting policies of the Company and other pertinent matters. The Compensation Committee, composed of Messrs. Joe R. Reneau, M.D., Timothy T. Timmerman and Ralph M. Smith met once during 1994. The functions of the Compensation Committee include establishing compensation policies applicable to the Company's executive officers and making recommendations concerning executive compensation to the Board of Directors. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during the year ended December 31, 1994, the Company is aware of two officers who failed to file reports required by Section 16 of the Securities Exchange Act of 1934 on a timely basis. Messrs. Mark A. Oliver and Steve Rekedal each filed a Form 4 after the due date. Both instances involved an oversight error by the parties and was rectified in the month the form was due, but after the requisite filing date. EXECUTIVE OFFICERS The following table sets forth certain information concerning the executive officers of the Company who are elected annually by the Board of Directors at the first meeting of the Board following the Annual Meeting of Stockholders of the Company: All positions held with the Company and Name Ag Principal Occupation e Harold E. Riley 66 Chairman of the Board (1) Randall H. 40 Vice Chairman and Riley (2) Chief Executive Officer T. Roby Dollar 56 Vice Chairman, Chief (1) Actuary and Assistant Treasurer Rick D. Riley 41 President and (3) Chief Administrative Officer Mark A. Oliver 36 Executive Vice (1) President, Chief Financial Officer and Secretary/Treasurer Carl E. Orange 56 Executive Vice (4) President and Chief Operating Officer Steven A. 48 Executive Vice Rekedal (5) President, Chief Marketing Officer Clayton D. 51 Senior Vice President Dunham (6) and Director of Marketing John A. 59 Vice President and Templeton (7) Controller (1) H. Riley, Dollar, and Oliver have served since 1987. They hold similar positions in affiliated subsidiary: Citizens Insurance Company of America. (2) Randall H. Riley has served since September, 1993 and holds similar positions in Citizens Insurance Company of America, a wholly-owned subsidiary of the Company. Prior to 1993, he served as General Manager for Negocios Savoy, S.A., a Panamanian Marketing Company. (3) Rick D. Riley has served from 1987 to 1991 and 1992 to present and holds similar positions in Citizens Insurance Company of America, a subsidiary. Additionally, he is Chairman of the Board and CEO of Computing Technology, Inc., a subsidiary of the Company. From 1991 to 1992, he was President of Computing Technology, Inc. (4) Carl E. Orange became Executive Vice President and Chief Operating Officer in November, 1994. From June of 1993 until November, 1994, he worked as a self-employed consultant. From 1981 to 1993, he was Vice President of Fidelity Bankers Life of Richmond, Virginia. (5) Steven A. Rekedal joined Citizens in February, 1994 as Executive Vice President and Chief Marketing Officer. From 1987 to February, 1994, he served as Vice President of the DeHayes Consulting Group in Roseville, California. (6) Clayton D. Dunham was named Senior Vice President and Director of Marketing of the Company and its affiliates in November, 1994. From 1990 to 1994, he served as President of DIA International. From 1987 through 1990, he was General Manager of Negocios Savoy, S.A. (7) John A. Templeton became an officer of the Company and its subsidiaries on March 1, 1993. He has held similar position with other life insurance companies since 1965: Vice President, Controller of American Security Life Insurance Company 1978 to 1990, insurance accounting project work for Texas Protective Insurance Company, Legal Security Life Insurance Company and Bankers Life Insurance Company of America, 1990 to 1992, and Senior Financial Analyst, I.C.H., Inc. 1992 to 1993. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION The following table presents the aggregate compensation which was earned by the Chairman for each of the past three years, and for such other officers whose aggregate compensation exceeded $100,000 in 1994. No other employee of the Company earned total annual salary and bonus in excess of $100,000 prior to 1994. There has been no compensation awarded to, earned by or paid to any employee required to be reported in any table or column in any fiscal year, other than what is set forth in the table below. SUMMARY COMPENSATION TABLE Long Term Compensation Annual Awards Payout Compensation s (a) (b (c) (d (e) (f) (g) (h) (i) ) ) Othe Name r Rest All and Annu rict Opt LTI Othe Princ Salar al ed ion P r ipal Ye y Bo Comp Stoc s/ Pay Comp Posit ar nu en- k SAR out en- ion s sati Awar s s sati on d(s) on Harol 1 $260, N/ N/A N/A N/A N/A N/A d E. 9 616 A N/A N/A N/A N/A N/A Riley 9 $25 N/ N/A N/A N/A N/A N/A , 4 0,200 A Chair 19 $25 N/ man 93 0,200 A 19 92 Randa 19 $150, N/ N/A N/A N/A N/A N/A ll H. 94 200 A Riley , C.E.O . Steve 19 $110, N/ N/A N/A N/A N/A N/A n 94 200 A Reked al, Exec. V.P. Harold E. Riley, the Company's Chairman, has pledged 419,666 shares of Class A common stock of the Company, which he directly owns, to a bank as collateral for one of the Company's notes payable in favor of the bank, for which he receives no compensation or other consideration. The shares secure a total principal amount on the note payable of $600,000. All employees of the Company are covered under a non-contributory profit-sharing plan. Under the terms of the Plan, all employees who have completed one year of service are eligible to participate. Vesting begins following completion of two years' service and employees become fully vested after seven years' service. During 1993, no contributions to the Plan were made. In 1994, the Company made a $50,000 contribution to the Plan. Messrs. H. Riley, R. Riley and Dollar each had $52,069, $52,059, and $52,059, respectively, vested under the Plan as of December 31, 1993, the last allocation date. Mr. Oliver had $2,629 of vested benefits. The members of Board of Directors who are not officers of the Company are paid $300 per meeting, while Committee members who are not officers are paid $150. Total directors' fees paid during 1994 were $3,900. Messrs. Reneau and Smith were paid $16,200 and $1,800, respectively in 1994 for services performed as consultants to the Company. OTHER BUSINESS Should any other business come before the Meeting, and management is not aware of any at this time and does not expect any, the persons named in the proxy will vote on such business as their best judgment and discretion indicates. PUBLIC ACCOUNTANTS KPMG Peat Marwick, 200 Crescent Court, Suite 300, Dallas, Texas 75201, is the Company's principal independent auditor. It is expected that a representative of KPMG Peat Marwick will be present at the Annual Meeting of Stockholders to answer questions. ANNUAL REPORT AND OTHER MATERIAL A copy of the Company's Annual Report to Stockholders has been mailed under separate cover. A copy of the report of the Compensation Committee of the Board of Directors and a Performance Graph regarding stockholder return accompany this Proxy Statement. No part of such material is incorporated herein and no part thereof is to be considered proxy soliciting material. DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING TO BE HELD IN JUNE, 1996 Any proposal by a stockholder to be presented at the Company's next annual meeting currently scheduled to be held on the first Tuesday in June, 1996, must be received at the offices of the Company, 400 East Anderson Lane, Austin, Texas 78752, no later than December 18, 1995. BY THE ORDER OF THE BOARD OF DIRECTORS Mark A. Oliver Secretary Austin, Texas April 18, 1995 BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The compensation level of Citizens' executives is circumscribed by the present and envisioned growth plans of the Company. The present policy is a conservative compensation plan designed to attract and retain competent executives who share the Chief Executive Officer's enthusiasm for continued growth through hard work, dedication, and sound decision making. Consideration is also given to the compensation levels of comparable positions in the local and national markets. Since 1987, the Company has experienced record levels of profit, insurance in force, and asset growth. This, along with the fact that such growth has been achieved without significant debt, is the primary factor upon which Chief Executive Officer Harold E. Riley's compensation has been determined. His vision, management, leadership and hands on contribution to the sound and solid growth of the Company cannot be measured. His creation of the "Ultra Expansion" insurance products in 1987 has been the single most important factor contributing to the Company's growth. Additionally, his guidance and actions have resulted in significant growth in shareholder value in the marketplace. In 1987, the Company's market value per share times the number of shares outstanding was under $2,000,000, compared to today's value of over $130,000,000. Furthermore, over the years, he has used and continues to use his personal assets to guarantee obligations and debts of the Company for which he receives no consideration. When evaluating his overall contributions toward the dynamic growth of the Company and the level of compensation received by other individuals in similar positions of responsibility in the insurance industry, along with the fact that there has been no increase in his compensation since 1991, we recommend an increase in Mr. Riley's salary to $300,000 for 1995 from the present $250,000. Randall H. Riley has served as Vice Chairman of the Company since September, 1993. He has several years' experience in business and marketing management and his knowledge of Spanish makes him a valuable member of the Company's management. In November, 1994, he was appointed Chief Executive Officer of the Company. His background and leadership skills will serve the Company well as he leads it towards the next century. Based upon his experience and position, as well as his value to the Company, a salary of $160,000 is recommended for 1995. COMPENSATION COMMITTEE: Joe R. Reneau, M.D. Timothy T. Timmerman Ralph M. Smith COMPARATIVE 5-YEAR CUMULATIVE TOTAL RETURN AMONG CITIZENS, INC., AMEX MARKET INDEX AND PEER GROUP INDEX The following graph represents a comparison of the preceding five year cumulative total return of the Company, a peer group and a broad market index. The broad market index chosen was the AMEX Market Index. The peer group, which includes life, accident and health companies, was compiled by Media General Financial Services. fiscal year ending 1989 1990 1991 1992 1993 1994 CITIZENS, INC. 100.00 72.34 93.62 85.11 144.68 140.43 PEER GROUP 100.00 79.10 111.13 142.29 163.57 150.06 BROAD MARKET 100.00 84.80 104.45 105.88 125.79 111.12 Source: Media General Financial Services P.O. Box 85333 Richmond, Virginia 23293