As filed with the Securities and Exchange Commission on May 29, 1996
Registration No. 333- _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American States Financial Corporation
(Exact name of Registrant as specified in its charter)
Indiana Applied for
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 N. Meridian Street
Indianapolis, Indiana 46204
(317) 262-6262
American States Financial Corporation
Stock Option Incentive Plan
(Full title of the plan)
Thomas M. Ober, Esq.
Vice President, Secretary and General Counsel
500 N. Meridian Street
Indianapolis, Indiana 46204
(317) 262-6262
(Name, address and telephone number, including area code, of agent for
service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum aggregate registration
price per unit* offering price* fee
<S> <C> <C> <C> <C>
Common Stock Maximum
Stock Units Total of
Restricted Shares of 1,000,000 $23.00 $23,000,000.00 $7,932.00
Common Stock Shares, Units
Stock Appreciation and Rights
Rights
</TABLE>
* Included solely for the purpose of calculating the registration fee.
Such estimate has been calculated based on the initial per share offering
price of the Company's stock, which stock was first offered to the public
on May 22, 1996. Pursuant to Rule 457(i), the fee is calculated based upon
the Stock Units, Restricted Shares, and Stock Appreciation Rights, which
derive their value from the value of that shares of Common Stock.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X] In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan(s) described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference.
The Registrant, American States Financial Corporation
("ASFC"), and the American States Financial Corporation Stock
Option Incentive Plan (the "Plan") incorporate herein by
reference the documents listed below:
(a) The prospectus dated May 22, 1996, filed pursuant to
Rule 424(b) of the Securities Act of 1933, as
amended, relating to the offer and sale by ASFC of
10,000,000 shares of ASFC common stock, no par
value, which prospectus was filed with the
Securities and Exchange Commission on May 23, 1996.
(b) The description of ASFC Common Stock contained in
Form 8-A filed by LNC pursuant to Section 12 of the
1934 Act on May 17, 1996, including any amendments
or reports filed for the purpose of updating that
description.
In addition, all documents subsequently filed by ASFC and
the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment indicating that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents.
The Registrant will deliver without charge, upon written or
oral request, a copy of any and all information that is
incorporated herein by reference. Such request should be made
to Plan Administrator, c/o Human Resources Department,
American States Financial Corporation, 500 N. Meridian Street,
Indianapolis, Indiana 46204, Telephone: (317) 262-6262.
Item 4: Description of Securities.
The securities being registered include stock units
reflecting the value of ASFC Common Stock ("Stock Units"),
Restricted Shares of ASFC Common Stock ("Restricted Shares"),
Stock Appreciation Rights ("SARs") and actual shares of ASFC
Common Stock issuable upon the conversion of Stock Options,
Incentive Awards, SARs, Stock Units and Restricted Shares, as
provided in the Plan. Stock Units are bookkeeping entries
which exactly "mirror" the performance (dividends and
appreciation/deprecation) in ASFC Common Stock. However,
Stock Units have none of the voting, liquidation, preemption,
dividend or other rights associated with shares of ASFC Common
Stock. Neither the right to receive Stock Units nor the Stock
Units themselves are assignable or transferable to any third
party.
Restricted Shares are identical to shares of ASFC Common
Stock, except that (i) no dividends are payable upon such
Restricted Shares (although dividend equivalent payments are
credited to the participant, as described in the Plan), (ii)
Restricted Shares may not be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the
Restricted Period, and (iii) Restricted Shares are subject to
forfeiture in certain circumstances, as described in the Plan.
SARs are rights to surrender all or a portion of a Stock
Option and receive, in exchange, payment of an amount no
greater than the excess of the value of one or more shares of
ASFC Common Stock over the value of the Stock Option Share on
the date the Stock Option was granted.
The terms of the Stock Units, Restricted Shares and SARs
may be modified by ASFC's Board; however, except as otherwise
determined by the Board and to the extent stockholder approval
is required in order to comply with Rule 16b-3 under the
Securities Exchange Act of 1934, no such amendment shall
become effective without the approval of ASFC's stockholders.
The actual shares of ASFC's Common Stock are registered
under Section 12 of the Securities and Exchange Act.
Item 5: Interests of Named Experts and Counsel.
The legality of the securities to be issued pursuant to
the Plan will be passed upon for ASFC by Thomas M. Ober, Esq.
Mr. Ober is employed by ASFC as its Vice President, Secretary
and General Counsel. Mr. Ober owns shares of ASFC Common
Stock.
Item 6: Indemnification of Directors and Officers.
Consistent with Indiana law, Article VIII of the by-laws
of ASFC provides for the indemnification of its officers,
directors, employees and agents against reasonable expenses
that may be incurred by them in connection with the defense of
any action, suit or proceeding to which they are made or
threatened to be made parties, except with respect to matters
as to which they are adjudged liable for negligence or
misconduct in the performance of duties to ASFC. ASFC may
reimburse such officers, directors, employees and agents for
reasonable costs of settlement of any such action, suit or
proceeding. In the case of directors, a determination as to
whether indemnification or reimbursement is proper shall be
made by a majority of the disinterested directors or by
written opinion from independent legal counsel. In the case
of individuals who are not directors, any such determination
shall be made by the Chief Executive Officer of ASFC or, if he
so directs, in the manner in which it would be made if the
relevant individual were a director of the corporation.
Item 7: Exemption from Registration Claimed.
Not Applicable
Item 8: Exhibits.
See Exhibit Index.
Item 9: Undertakings.
(a) Rule 415 Offering. The undersigned 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 date 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; and
(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 (a)(1)(i)
and (a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed or furnished to the
Commission by the Registrant pursuant to
Section 13 or 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.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and
each filing of the Plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
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.
POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director of American
States Financial Corporation whose signature appears in
paragraph (b) under "SIGNATURES" below appoints William J.
Lawson and Thomas M. Ober, jointly and severally, his/her
attorneys-in-fact, with power of substitution, for him/her in
all capacities, to sign amendments and post-effective
amendments to the Registration Statement of the American
States Financial Corporation Stock Option Incentive Plan, and
to file such amendments with exhibits with the Securities and
Exchange Commission, hereby ratifying all that each attorney-in-fact may
do or cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Wayne, State of Indiana, on
the 2nd day of May, 1996.
AMERICAN STATES FINANCIAL CORPORATION
By:/S/WILLIAM J. LAWSON
William J. Lawson
President and Chief Operating Officer
(b) Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/F. CEDRIC MCCURLEY Chairman of the Board 5/2/96
F. Cedric McCurley and Chief Executive
Officer (Principal
Executive Officer and
Director)
/S/WILLIAM J. LAWSON President and Chief 5/2/96
William J. Lawson Operating Officer
(Director)
/S/TODD R. STEPHENSON Senior Vice President, Treasurer, 5/2/96
Todd R. Stephenson and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/S/ROBERT A. ANKER Director 5/2/96
Robert A. Anker
/S/EDWIN J. GOSS Director 5/2/96
Edwin J. Goss
/S/STEPHEN J. PARIS Director 5/2/96
Stephen J. Paris
/S/PAULA M. PARKER-SAWYERS Director 5/2/96
Paula M. Parker-Sawyers
/S/WILLIAM E. PIKE Director 5/2/96
William E. Pike
/S/GABRIEL L. SHAHEEN Director 5/2/96
Gabriel L. Shaheen
/S/MILTON O. THOMPSON Director 5/2/96
Milton O. Thompson
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Members of the ASFC Compensation Committee have duly caused this
Registration Statement to be signed on the Committee's behalf by the
undersigned, thereunto duly authorized in the City of Fort Wayne, State of
Indiana, on the 2nd day of May, 1996.
AMERICAN STATES FINANCIAL CORPORATION
STOCK OPTION INCENTIVE PLAN
By: /S/WILLIAM E. PIKE
William E. Pike, Chairman,
ASFC Compensation Committee
EXHIBIT INDEX
Exhibit Number Exhibit Name
4 * American States Financial Corporation Stock
Option Incentive Plan
5 Opinion re legality
15 Omitted -- Not applicable
23 (a) Consent of Ernst & Young
(b) Consent of Counsel -- See Exhibit 5.
24 Powers of Attorney -- These documents form
part of the Signature Pages.
27 Omitted -- Not applicable
28 Omitted -- Not applicable
* The copy of this exhibit filed as exhibit number 10.3 to ASFC's
Registration Statement on Form S-1 (Registration No. 333-2434) is
incorporated herein by reference.
(317) 262-6797
May 29, 1996
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: American States Financial Corporation
Stock Option Incentive Plan ( Plan )
Ladies and Gentlemen:
I have acted as counsel for American States Financial
Corporation, an Indiana corporation ( Issuer ), in connection
with the registration 1,000,000 shares of the Issuer s Common
Stock to be issued upon exercise of options granted for no
consideration to certain of the Company s employees and non-
employee agents of the Company.
At the request of the Management of American States Financial
Corporation, I have made such examination of law and have
examined such records and documents as I have deemed necessary to
render the opinion expressed below.
Based upon my examination of such documents and corporate
proceedings as I have deemed relevant, I am of the opinion that:
1. The Company is a duly organized and existing corporation
under the laws of the state of Indiana;
2. The issued shares of Common Stock of the Company have been
duly authorized and are validly issued, fully paid and
nonassessable; and
3. The shares of Common Stock covered by the registration
statement on Form S-8 have been duly authorized and, when
issued as provided in the Plan, such shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the conclusion of this opinion as an exhibit
to this Registration Statement on Form S-8.
Sincerely,
/S/ THOMAS M. OBER
Thomas M. Ober
Vice President, Secretary and General Counsel
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated May 29, 1996) pertaining to the American States Financial
Corporation Stock Option Incentive Plan of our report dated January 31, 1996
(except for Note 1, as to which the date is May 16, 1996 and Note 16, as to
which the date is February 14, 1996) with respect to the consolidated
financial statements of American States Financial Corporation included in
the prospectus dated May 22, 1996, filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.
/S/ ERNST & YOUNG LLP
Indianapolis, Indiana
May 28, 1996
