- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ 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 ---------------- __________ ALLMERICA FINANCIAL CORPORATION ----------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-13754 04-3263626 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) I.D. Number) __________ 440 Lincoln Street, Worcester, Massachusetts 01653 -------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) (508) 855-1000 ------------------------------------------------ Registrant's Telephone Number, including area code Page 1 of 6 pages Exhibit Index on page 5 - -------------------------------------------------------------------------------- Item 5. Other Events Allmerica Financial Corporation announced on October 27, 1998 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. If Allmerica Financial acquires at least 90 percent of the ownership interest in Citizens Corporation, 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. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial dated October 27, 1998 announcing the tender offer. -3- 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 --------------------------------------- Title: Vice President and Chief Financial Officer Date: October 27, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial dated October 27, 1998 6 announcing the tender offer