CITIZENS, INC. — Major Shareholding Notification 2006

Aug 31, 2006

SC 13D/A 1 e1084323sc13da.htm AMENDMENT NO. 3 Amendment No. 3 Licensed to: Hughes Hubbard & Reed LLP Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

CITIZENS, INC.

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

174740 10 0

(CUSIP Number)

August 9, 2006

(Date of Event which Requires Filing of this Statement)

GAMASE Policyholders Trust

c/o Gala Management Services, Inc.

Scotia Plaza, 9 th Floor

Federico Boyd Avenue 18 and 51 Street

Panama 5

Republic of Panama

Attention: Tomas Herrera

with a copy to:

Eduardo Vidal

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

Telephone: (212) 837-6590

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 2

| 1 | NAME
OF REPORTING PERSONS Galindo,
Arias & Lopez S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Republic
of Panama | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 15,865,002 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,865,002 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.4% | |
| 14 | TYPE
OF REPORTING PERSON* PN | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 3

| 1 | NAME
OF REPORTING PERSONS Gala
Management Services, Inc. S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Republic
of Panama | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 9,656,439 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,656,439 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24% | |
| 14 | TYPE
OF REPORTING PERSON* CO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 4

| 1 | NAME
OF REPORTING PERSONS GAMASE
Insureds Trust S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Republic
of Panama | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 9,152,312 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,152,312 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% | |
| 14 | TYPE
OF REPORTING PERSON* OO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 5

| 1 | NAME
OF REPORTING PERSONS GAMASE
Agents Trust S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Republic
of Panama | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 504,127 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,127 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% | |
| 14 | TYPE
OF REPORTING PERSON* OO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 6

| 1 | NAME
OF REPORTING PERSONS Regal
Trust (BVI) Ltd. S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 6,208,563 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,208,563 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% | |
| 14 | TYPE
OF REPORTING PERSON* CO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 7

| 1 | NAME
OF REPORTING PERSONS CICA
Policyholders Trust S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 5,547,061 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,547,061 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% | |
| 14 | TYPE
OF REPORTING PERSON* OO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 8

| 1 | NAME
OF REPORTING PERSONS CICA
Associates Trust S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS N/A | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) ý | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) £ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 661,502 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 661,502 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES £ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | |
| 14 | TYPE
OF REPORTING PERSON* OO | |

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 9

This Amendment (“Amendment No. 3”) is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) of the Securities and Exchange Commission (the “ Commission ”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”): (1) Galindo, Arias & Lopez, a partnership organized under the laws of the Republic of Panama (“ GA&L ”), (2) Gala Management Services, Inc., a corporation organized under the laws of the Republic of Panama (“ Gala Management ”), (3) GAMASE Insureds Trust, a trust established under the laws of the Republic of Panama (“ GAMASE Insureds Trust ”), (4) GAMASE Agents Trust, a trust established under the laws of the Republic of Panama (“ GAMASE Agents Trust ”), (5) Regal Trust (BVI) Ltd., a corporation organized under the laws of the British Virgin Islands (“ Regal ”), (6) CICA Policyholders Trust, a trust established under the laws of the British Virgin Islands (“ Regal Policyholders Trust ”), and (7) CICA Associates Trust, a trust established under the laws of the British Virgin Islands (“ Regal Associates Trust ”, together with GA&L, Gala Management, GAMASE Insureds Trust, GAMASE Agents Trust, Regal and Regal Policyholders Trust, collectively, the “ Reporting Persons ” and each, a “ Reporting Person ”).

This Amendment No. 3 amends the Schedule 13D originally filed by the Reporting Persons with the Commission on October 11, 2005 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D originally filed by the Reporting Persons with the Commission on February 24, 2006 (“Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D originally filed by the Reporting Persons with the Commission on May 4, 2006 (“Amendment No. 2”). The Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are collectively referred to as the “Schedule 13D.”

All terms used but not defined in this Amendment No. 3 are as defined in the Schedule 13D. The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 4 of the Schedule 13D is amended and supplemented as follows:

Item 4. Purpose of the Transaction

The Trustees are processing the delivery of shares of Common Stock to certain settlors of the Trusts who had directed that their participation in the Trusts be liquidated.

Item 5 of the Schedule 13D is amended and supplemented as follows:

Item 5. Interest in Securities of the Issuer

(a) The Reporting Persons may be deemed to be a group as defined in Rule 13d-5(b) under the Exchange Act and, as such a group, may be deemed to beneficially own an aggregate of 15,865,002 shares of the Common Stock, which constitute approximately 39.4% of the outstanding shares of the Common Stock, based on 40,234,430 shares of the Common Stock outstanding as of August 1, 2006 according to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed with the Commission on August 9, 2006, on which are based all

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 10

of the percentages of outstanding shares of Common Stock set forth herein. The foregoing and all other amounts of beneficial ownership set forth herein are calculated pursuant to Rule 13d-3 under the Exchange Act (“ Rule 13d-3 ”).

GAMASE Insured Trust holds 9,152,312 shares of the Common Stock (constituting approximately 22.7% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Regal Policyholders Trust holds 5,547,061 shares of the Common Stock (constituting approximately 13.8% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

GAMASE Agents Trust holds 504,127 shares of the Common Stock (constituting approximately 1.3% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Regal Associates Trust holds 661,502 shares of the Common Stock (constituting approximately 1.6% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Gala Management is the sole trustee of GAMASE Insureds Trust and GAMASE Agents Trust, and therefore may be deemed to beneficially own 9,656,439 shares of the Common Stock (constituting approximately 24% of the outstanding Common Stock) pursuant to Rule 13d-3.

Regal is the sole trustee of Regal Policyholders Trust and Regal Associates Trust, and therefore may be deemed to beneficially own 6,208,563 shares of the Common Stock (constituting approximately 15.4% of the outstanding Common Stock) pursuant to Rule 13d-3.

GA&L owns a 100% interest in each of Gala Management and Regal, and therefore may be deemed to beneficially own 15,865,002 shares (constituting approximately 39.4% of the outstanding Common Stock) pursuant to Rule 13d-3.

(c) The following not-for-value transfers in Common Stock were effected by the Reporting Persons over the past 60 days:

| Reporting
Person | Date | Number of
Shares |
| --- | --- | --- |
| GAMASE
Agents Trust | July
14, 2006 | 16,087 |
| Regal
Associates Trust | July
14, 2006 | 19,737 |
| GAMASE
Insureds Trust | July
14, 2006 | 115,108 |
| Regal
Policyholders Trust | July
14, 2006 | 18,507 |
| GAMASE
Insureds Trust | August
9, 2006 | 117,259 |
| Regal
Policyholders Trust | August
9, 2006 | 89,515 |

In the foregoing transfers, which were made upon the request of settlors, the trustees delivered shares of the Common Stock to such settlors to the extent of their respective liquidations

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 11

of their participation in the Trusts. As noted, each transfer of shares was made without consideration.

Item 7 of the Schedule 13D is amended and supplemented as follows:

Item 7. Material to be filed as Exhibits

Exhibit 7. Powers of Attorney.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 31, 2006

| GALINDO,
ARIAS & LOPEZ | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Partner | |

| GALA
MANAGEMENT SERVICES, INC. | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |

| GAMASE
INSUREDS TRUST | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |

| REGAL
TRUST (BVI) LTD. | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |

| CICA
POLICYHOLDERS TRUST | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |

| GAMASE
AGENTS TRUST | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |

| CICA
ASSOCIATES TRUST | |
| --- | --- |
| By: | /s/
Tomas Herrera |
| Name: Tomas
Herrera | |
| Title: Attorney-in-fact | |