CITIZENS, INC. (NYSE:CIA) Files An 8-K Changes in Control of RegistrantItem 5.01 Changes in Control of the Registrant
On September21, 2017, Citizens,Inc. (the “Company”) announced the passing of its founder, Mr.HaroldE. Riley, former Chairman and Chief Executive Officer of the Company. He was 89 years old. At the time of his passing, Mr.Riley was not a board member or an executive officer of the Company. Mr.Riley was the beneficial owner of 50% of the Company’s ClassB common stock, consisting of 1,001,714 shares (the “ClassB Shares”) held by the Harold E. Riley Trust (“Trust”), of which Mr.Riley served as trustee. The Company’s ClassA and ClassB common stock are identical in all respects, except the ClassB common stock elects a simple majority of the Board and receives one-half of any cash dividends paid, on a per share basis, to the ClassA shares.The ClassA common stock elects the remainder of the Board.
The Trust documents provide that upon Mr.Riley’s death, the ClassB Shares shall be transferred from the Trust to the Harold E. Riley Foundation, a charitable organization established under section 501(c)(3) of the Internal Revenue Code (the “Foundation”).The Foundation is organized as a public support charity for the benefit of its charitable beneficiaries, Baylor University and Southwestern Baptist Theological Seminary. The Foundation is governed by 11 trustees, consisting of five trustees appointed by Mr.Riley, three trustees appointed by Baylor University and three trustees appointed by Southwestern Baptist Theological Seminary.
The Foundation now beneficially owns the ClassB Shares, and a change in control of the Company has occurred. There was no consideration paid in connection with the change in control.
| Item 5.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | News Release issued by Citizens, Inc. on September21, 2017 |
CITIZENS INC ExhibitEX-99.1 2 d460810dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE September 21,…To view the full exhibit click here
About CITIZENS, INC. (NYSE:CIA)
Citizens, Inc. is an insurance holding company. The Company operates in three business segments: Life Insurance, Home Service and Other Non-Insurance Enterprises. The Life Insurance segment issues ordinary whole life insurance in the United States and in the United States Dollar-denominated amounts to foreign residents. It operates this segment through its subsidiaries, including CICA Life Insurance Company of America (CICA) and Citizens National Life Insurance Company (CNLIC). The Home Service segment sells limited-liability, named peril property policies covering dwelling and contents. Its home service insurance products consist of small face amount ordinary whole life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs. The Other Non-insurance Enterprises segment includes Computing Technology, Inc. and Insurance Investors, Inc. This segment also includes the results of Citizens, Inc., the parent company.