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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 1, 1996
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Registration No. 33-63275
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
AMENDMENT NO. 3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CITIZENS, INC.
(Exact name of registrant as specified in its charter)
COLORADO 6311 84-0755371
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
400 EAST ANDERSON LANE
AUSTIN, TEXAS 78752
(512) 837-7100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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HAROLD E. RILEY, CHAIRMAN OF THE BOARD
400 EAST ANDERSON LANE
AUSTIN, TEXAS 78752
(512) 837-7100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
REID A. GODBOLT, ESQ. FRANK G. NEWMAN
JONES & KELLER, P.C. NEWMAN & DAVENPORT, P.C.
1625 BROADWAY, SUITE 1600 2050 ALLIANZ FINANCIAL CENTRE LB135
DENVER, COLORADO 80202 2323 BRYAN STREET
(303) 573-1600 DALLAS, TEXAS 75201
(214) 754-0025
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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this
Registration Statement
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed Amount of
securities to be Amount to offering price maximum aggregate registration
registered be registered per share offering price fee
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Class A Common Stock, 171,391(1) $9.00(2) $1,542,519(2) $532
No Par Value shares
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(1) Represents the maximum number of shares of the Registrant's Class A
Common Stock to be issued in connection with the Merger described
herein.
(2) Estimated pursuant to Rule 457(f)(1) and (2) solely for the purpose of
calculating the registration fee based on the market value of the
securities to be received by the Registrant as determined on October
4, 1995.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
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CITIZENS, INC.
Cross-Reference Sheet
For
Registration Statement on Form S-4 and Prospectus-Proxy Statement
Form S-4
Item No. Item Caption Heading in Prospectus
- --------- ------------ ---------------------
1 Forepart of Registration Statement Outside Front Cover
and Outside Front Cover Page of
Prospectus
2 Inside Front and Outside Back Cover Inside Front Cover
Pages of Prospectus
3 Risk Factors, Ratio of Earnings to Summary; Risk Factors; Proposed
Fixed Charges and Other Information Merger and Exchange
4 Terms of the Transaction Summary; Proposed Merger and Exchange; Information Concerning
Investors and Central; Comparison of Rights of
Securityholders
5 Pro Forma Financial Information Comparative Per Share Data; Selected Summary Financial
Information - Pro Forma Condensed Consolidated Financial
Statements
6 Material Contacts with the Company Summary; Proposed Merger and
Being Acquired Exchange - Background and Reasons for the Merger and Exchange
7 Additional Information Required for Not applicable
Reoffering by Persons and Parties
Deemed to be Underwriters
8 Interests of Named Experts and Not applicable
Counsel
9 Disclosure of Commission Position Not applicable
on Indemnification for Securities Act
Liabilities
10 Information with Respect to S-3 Incorporation of Certain Documents
Registrants by Reference; Risk Factors
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11 Incorporation of Certain Information Incorporation of Certain Documents
by Reference by Reference
12 Information with Respect to S-2 or Not applicable
and S-3 Registrant
13 Incorporation of Certain Information Not applicable
by Reference
14 Information with Respect to Summary; Comparative Per Share
Registrants Other Than S-2 Data; Selected Summary Financial
or S-3 Registrants Information - Pro Forma Condensed Consolidated Financial
Statements; The Special Meetings; Proposed Merger and
Exchange; Information Concerning Investors and Central;
Management's Discussion of Financial Condition and Results of
Operations; Financial Statements
15 Information with Respect to S-3 Not applicable
Companies
16 Information with Respect to S-2 or Not applicable
S-3 Companies
17 Information with Respect to Summary; Comparative Per Share
Companies Other than S-2 or Data; Selected Summary Financial
S-3 Companies Information - Pro Forma Condensed Consolidated Financial
Statements; The Special Meetings; Proposed Merger and
Exchange; Information Concerning Investors and Central;
Management's Discussion of Financial Condition and Results of
Operations; Financial Statements
18 Information if Proxies, Consents Summary; The Special Meetings;
or Authorizations are to be Solicited Information Concerning Directors and Executive Officers
19 Information if Proxies, Consents Not applicable
or Authorizations Are Not To Be
Solicited or in an Exchange Offer
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 109 of Title Seven of the Colorado Revised Statutes enables a
Colorado corporation to indemnify its officers, directors, employees and agents
against liabilities, damages, costs and expenses for which they are liable if:
(i) in their Official Capacities (as defined by this statute) if they acted in
good faith and had no reasonable basis to believe their conduct was not in the
best interest of the Registrant; (ii) in all other cases, that their conduct
was at least not opposed to the Registrant's best interests; and (iii) in the
case of any criminal proceeding, they had no reasonable cause to believe their
conduct was unlawful.
The Registrant's Articles of Incorporation limit the liability of
directors to the full extent provided by Colorado law.
The Registrant's Bylaws provide indemnification to officers,
directors, employees and agents to the fullest extent provided by Colorado law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
Exhibit Number Description of Exhibits
2.2 Plan and Agreement of Merger - American Liberty Financial
Corporation, American Liberty Life Insurance Company,
Citizens, Inc. and Citizens Acquisition, Inc., dated December
8, 1994(e)
2.21 Plan and Agreement of Merger and Exchange - See Appendix A
3.1 Articles of Incorporation, as amended(a)
3.2 Bylaws(e)
5.1 Opinion and consent of Jones & Keller, P.C. as to the legality
of Citizens, Inc. Common Stock(c)
8.1 Opinion re: tax matters(f)
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10.5 Automatic Yearly Renewable Term (NR) Life Reinsurance
Agreement between Citizens Insurance Company of America and
The Centennial Life Insurance Company dated March 1, 1982(b)
10.6 Summary of Coinsurance Agreement between Citizens Insurance
Company of America and Alabama Reassurance Company dated
December 31, 1985(b)
10.7 International Marketing Agreement - Citizens Insurance Company
of America and Negocios Savoy, S.A.(b)
11 Statement re: Computation of per share earnings(d)
22 Subsidiaries of the Registrant(d)
23.1 Consent of Jones & Keller, P.C. re: Opinion as to legality of
Common Stock(c)
23.2 Consent of KPMG Peat Marwick LLP(c)
23.3 Consent of Jones & Keller, P.C. re: Opinion re tax matters(f)
25 Power of Attorney (see signature page)
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(a) Filed with the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993 and incorporated by reference.
(b) Filed with the Registrant's Amendment No. 1 to Registration
Statement on Form S-4, Registration No. 33- 4753, filed with
the Commission on or about June 19, 1992.
(c) Filed on January 26, 1996.
(d) Filed with the Registrant's Annual Report on Form 10-K for the
Year Ended December 31, 1994, and incorporated herein by
reference.
(e) Filed with the Registrant's Registration Statement on Form
S-4, Registration No. 33-59039, filed with the Commission on
May 2, 1995.
(f) Filed herwith.
(B) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
See "Financial Statements."
ITEM 22. UNDERTAKINGS
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "1933 Act"), each
filing of The Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of
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1934, as amended), that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The Registrant hereby undertakes as follows: that prior to any public
reoffering of the securities registered hereunder through use of a prospectus
which is a part of this Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by
the other Items of the applicable form.
The Registrant hereby undertakes that every prospectus (i) that is
filed pursuant to the paragraph immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the 1933 Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
part of an amendment to the Registration Statement and will not be used until
such amendment is effective; and that, for purposes of determining any
liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the Effective Time of the Registration Statement through
the date of responding to the request.
The Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired, that was not the subject of and included in the
Registration Statement when it became effective.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
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Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the Effective Time of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii), above, do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on January 31, 1996.
CITIZENS, INC.
By: /s/ Mark A. Oliver
as attorney in fact for
Harold E. Riley
Harold E. Riley, Chairman of
the Board
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or
directors of the Registrant, by virtue of their signatures to this Registration
Statement appearing below, hereby constitute and appoint Harold E. Riley and
Mark A. Oliver, attorneys-in-fact in their names, place, and stead to execute
any and all amendments to this Registration Statement in the capacities set
forth opposite their names and hereby ratify all that said attorneys-in-fact
may do by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Mark A. Oliver as attorney Chairman of the Board January 31, 1996
in fact for Harold E. Riley
Harold E. Riley
/s/ Mark A. Oliver as attorney Vice Chairman, Chief Executive January 31, 1996
in fact for Randall Riley Officer and Director
Randall Riley
/s/ Mark A. Oliver as attorney Vice Chairman, Chief Actuary January 31, 1996
in fact for T. Roby Dollar and Assistant Secretary
T. Roby Dollar
/s/ Mark A. Oliver as attorney President, Chief Administrative January 31, 1996
in fact for Rick D. Riley Officer and Director
Rick D. Riley
/s/ Mark A. Oliver Executive Vice President, January 31, 1996
Mark A. Oliver Secretary/Treasurer and
Chief Financial Officer
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/s/ Mark A. Oliver as Vice President and Controller January 31, 1996
attorney in fact for
Stephen Curtis
Stephen Curtis
Flay F. Baugh Director
/s/ Mark A. Oliver as Director January 31, 1996
attorney in fact for
Joe R. Reneau
Joe R. Reneau, M.D.
/s/ Mark A. Oliver as Director January 31, 1996
attorney in fact for
Steven F. Shelton
Steven F. Shelton
Ralph M. Smith, Th.D. Director
/s/ Mark A. Oliver as Director January 31, 1996
attorney in fact for
Timothy T. Timmerman
Timothy T. Timmerman
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INDEX TO EXHIBITS
Exhibit
Number Description Page
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8.1 Opinion re: tax matters Filed herewith
23.3 Consent of Jones & Keller, P.C.
re: Opinion re tax matters Filed herewith
25 Power of Attorney (see Signature
Pages)