AMERUS LIFE HOLDINGS INC, S-8, 1997-07-28

AMERUS LIFE HOLDINGS INC
S-8, 1997-07-28
LIFE INSURANCE

Previous: STEEL DYNAMICS INC, S-1/A, 1997-07-28

Next: AMERUS LIFE HOLDINGS INC, S-8, 1997-07-28

<PAGE>

As filed with the Securities and Exchange Commission on July 28, 1997
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its Articles of Incorporation)

IOWA 42-1459712
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)

418 SIXTH AVENUE
DES MOINES, IOWA 50309-2407

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

AMERUS LIFE HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of plan)

JAMES A. SMALLENBERGER COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY BRIAN J. FAHRNEY, ESQ.
AMERUS LIFE HOLDINGS, INC. SIDLEY & AUSTIN
418 SIXTH AVENUE ONE FIRST NATIONAL PLAZA
DES MOINES, IOWA 50309-2407 CHICAGO, ILLINOIS 60603
(515) 280-1331 (312) 853-7000
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE (1)(2) OFFERING PRICE(1) REGISTRATION FEE(1)
==============================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
no par value. . . . . 150,000 shares $27.81 $4,171,500 $1,264
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Registration Statement also covers an additional and indeterminate
number of shares which may become issuable because of the provisions
of the Plan relating to adjustments for changes resulting from stock
dividends, stock splits and similar changes.

(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Class A Common
Stock reported in the Nasdaq National Market on July 24, 1997.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AmerUs Life Holdings, Inc. (the
"Company") are incorporated herein by reference and shall be deemed to be a
part hereof:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

(b) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997.

(c) The description of the Company's Class A common stock, no par
value per share (the "Common Stock"), which is contained in the
Registration Statement on Form 8-A filed by the Company with the Commission
on January 3, 1997, including any subsequent amendment or any report filed
for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

II-2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA")
provide that a corporation has the power to indemnify its directors and
officers against liabilities and expenses incurred by reason of such person
serving in the capacity of director or officer, if such person has acted in
good faith and in a manner reasonably believed by the individual to be in or
not opposed to the best interests of the corporation, and in any criminal
proceeding if such person had no reasonable cause to believe the individual's
conduct was unlawful. The foregoing indemnity provisions notwithstanding, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made to such director or officer with respect to any
matter as to which such individual has been adjudged to be liable to the
corporation unless, and only to the extent that, a court determines that
indemnification is proper under the circumstances.

The Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA. The
Company's Bylaws extend the same indemnity to its officers. The Articles of
Incorporation provide that no director shall be liable to the Company or its
shareholders for monetary damages for breach of the individual's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction in which the director
derived an improver personal benefit, or (iv) under the IBCA provisions
relating to improper distributions.

The Company maintains a directors' and officers' liability insurance
policy to insure against losses arising from claims made against its
directors and officers, subject to the limitations and conditions as set
forth in the policies. In addition, the Company has entered into
indemnification agreements with its directors and certain of its executive
officers providing for the indemnification of such persons as permitted by
the Company's Articles of Incorporation and Iowa law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to the Company's Registration Statement on Form S-1 (No.
333-12239), incorporated herein by reference).

4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).

4(c) AmerUs Life Holdings, Inc. Non-Employee Director Stock Plan (Exhibit
10.13 to the Company's Registration Statement on Form S-1 (No.
333-12239), incorporated herein by reference).

*5 Opinion of Joseph K. Haggerty, Esq. as to the legality of the
securities being registered.

*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
filed as Exhibit 5).

*23(b) Consent of KPMG Peat Marwick LLP.

*24 Powers of Attorney.
_________________________
*Filed herewith.

II-3

<PAGE>

ITEM 9. UNDERTAKINGS

(a) 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 date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this 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 this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2) That, for 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 remained 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 Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

II-4
<PAGE>

SIGNATURES

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 Des Moines, Iowa on July 28,
1997.

AMERUS LIFE HOLDINGS, INC.

By: /s/ Roger K. Brooks
-------------------------------
Roger K. Brooks
Chairman, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on July 28, 1997 by the following
persons in the capacities indicated.

SIGNATURE TITLE(S)

/s/ Roger K. Brooks Chairman, President and Chief Executive Officer
- ----------------------------- (principal executive officer) and Director
Roger K. Brooks

/s/ Michael E. Sproule Executive Vice President and Chief Financial
- ----------------------------- Officer (principal financial officer)
Michael E. Sproule

/s/ Michael G. Fraizer Senior Vice President and Controller/Treasurer
- ----------------------------- (principal accounting officer)
Michael G. Fraizer

II-5

<PAGE>
*
- ----------------------------- Director
John R. Albers

*
- ----------------------------- Director
Malcolm Candlish

*
- ----------------------------- Director
Maureen M. Culhane

*
- ----------------------------- Director
Thomas F. Gaffney

*
- ----------------------------- Director
Ilene B. Jacobs

/s/ Sam C. Kalainov
- ----------------------------- Director
Sam C. Kalainov

*
- ----------------------------- Director
John W. Norris, Jr.

*
- ----------------------------- Director
Jack C. Pester

*
- ----------------------------- Director
John A. Wing

* By: /s/ James A. Smallenberger
- --------------------------------
James A. Smallenberger
(Attorney in fact)

II-6

<PAGE>

INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to the Company's Registration Statement on Form S-1 (No.
333-12239), incorporated herein by reference).

4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).

4(c) AmerUs Life Holdings, Inc. Non-Employee Director Stock Plan (Exhibit
10.13 to the Company's Registration Statement on Form S-1
(No. 333-12239), incorporated herein by reference).

*5 Opinion of Joseph K. Haggerty, Esq. as to the legality of the
securities being registered.

*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
filed as Exhibit 5).

*23(b) Consent of KPMG Peat Marwick LLP.

*24 Powers of Attorney.

_________________________
*Filed herewith.

II-7

<PAGE>

EXHIBIT 5

AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, IA 50309

July 28, 1997

AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, IA 50309-2407

Re: AMERUS LIFE HOLDINGS, INC.

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by AmerUs Life Holdings, Inc., an Iowa
corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to the registration of 150,000 shares of Class A Common Stock, no par value
per share, of the Company (the "Common Stock") which may be issued to
non-employee directors of the Company pursuant to the AmerUs Life
Holdings, Inc. Non-Employee Director Stock Plan (the "Plan").

I am familiar with the proceedings to date with respect to the Plan
and the proposed issuance of the Common Stock and have examined such records,
documents and questions of law, and satisfied myself to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.

Based on the foregoing, I am of the opinion that:

1. The Company is duly incorporated and validly existing under
the laws of the State of Iowa.

2. The Common Stock issuable upon original issuance will be, as
and when acquired in accordance with the terms and conditions of the Plan,
legally issued, fully paid and non-assessable.

<PAGE>

AmerUs Life Holdings, Inc.
July 28, 1997
Page 2

I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Common
Stock.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement or the Prospectus relating to the Registration
Statement.

Very truly yours,

/s/ Joseph K. Haggerty
-----------------------------------------
Joseph K. Haggerty
Senior Vice President and General Counsel

<PAGE>

EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITOR

The Board of Directors
AmerUs Life Holdings, Inc.
Des Moines, Iowa

Ladies and Gentlemen:

We hereby consent to the use of our report incorporated herein by
reference.

KPMG Peat Marwick LLP

/s/ KPMG Peat Marwick LLP
---------------------------------------

Des Moines, Iowa
July 25, 1997

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Michael E. Sproule and James A. Smallenberger,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for his and in his name, place and
stead, in any and all capacities to sign a registration statement on Form S-8
relating to the Class A Common Stock of AmerUs Life Holdings, Inc. and any
and all amendments (including post-effective amendments) to such registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes he might or
could do in person, ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.