=============================================================================== 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): November 16, 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 5 pages Exhibit Index on page 5 =============================================================================== Item 5. Other Events Allmerica Financial Corporation and Citizens Corporation announced on November 16, 1998 that pursuant to an agreement between the Special Committee of the Board of Directors of Citizens Corporation and Allmerica Financial Corporation, the offer price in the outstanding Offer to Purchase by Allmerica was increased and amended to $33.25 per share in cash. The Citizens Special Committee has agreed to recommend that the Citizens stockholders accept the revised offer price and tender their shares. -2- Item 7. Financial Statements and Exhibits Exhibit 99 Press release of Allmerica Financial and Citizens dated November 16, 1998 -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, Treasurer and Chief Financial Officer Date: November 16, 1998 -4- Exhibit Index Page - ------------- ---- Exhibit 99 Press release of Allmerica Financial and Citizens dated November 16, 1998 6 -5-