As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-40065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4
REGISTRATION STATEMENT ON
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
IOWA
(State of incorporation)
42-1459712
(I.R.S. employer identification no.)
699 WALNUT STREET, DES MOINES, IOWA 50309
(Address of principal executive offices) (Zip code)
AmVestors Financial Corporation 1996 Incentive Stock Option Plan
AmVestors Financial Corporation 1989 Non-Qualified Stock Option Plan
(Full Title of the Plan)
JOSEPH K. HAGGERTY, ESQ.
GENERAL COUNSEL
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309
(Name and address of agent for service)
(515) 362-3600
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 2 to Registration No. 333-40065 on Form
S-4 covers up to 973,983 shares of the Registrant's Class A Common Stock,
no par value, originally registered on the Registration Statement on Form
S-4 to which this is an amendment. The registration fees in respect of
such shares of Common Stock were paid at the time of the original filing
of the Registration Statement on Form S-4.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, AmerUs Life Holdings,
Inc., an Iowa corporation (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September
30, 1997;
3. The Registrant's Current Reports on Form 8-K filed October
8, 1997 and November 7, 1997;
4. The description of the Registrant's Class A Common Stock,
no par value, which is contained in the Registration
Statement on Form 8-A filed by the Registrant with the
Commission on January 3, 1997, including any subsequent
amendment or any report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein 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 document which also
is incorporated or deemed to be incorporated by reference herein 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
Certain legal matters with respect to the offering of the shares of
Common Stock registered hereby have been passed upon by Joseph K. Haggerty,
Senior Vice President and General Counsel of the Registrant. Mr. Haggerty
owns 3,000 shares of AmerUs Class A Common Stock. He participates in the
Registrant's Stock Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 851 OF THE IOWA BUSINESS CORPORATION ACT ("IBCA")
PROVIDES THAT A CORPORATION HAS THE POWER TO INDEMNIFY ITS DIRECTORS
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 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.
INDEMNIFICATION, WHERE PROPER, IS LIMITED TO REASONABLE EXPENSES INCURRED
IN CONNECTION WITH SUCH PROCEEDINGS.
SECTION 852 OF THE IBCA PROVIDES THAT, UNLESS LIMITED BY ITS
ARTICLES OF INCORPORATION, A CORPORATION MUST INDEMNIFY A DIRECTOR WHO
SUCCESSFULLY DEFENDS HIMSELF IN A PROCEEDING TO WHICH THE DIRECTOR WAS A
PARTY BY NATURE OF THE DIRECTOR'S ROLE AS DIRECTOR.
SECTION 853 OF THE IBCA PROVIDES THAT A CORPORATION MAY PAY FOR
OR REIMBURSE THE REASONABLE EXPENSES INCURRED BY A DIRECTOR WHO IS A
PARTY TO PROCEEDING PRIOR TO FINAL DISPOSITION WHERE (1) THE DIRECTOR
SUPPLIES THE CORPORATION WITH WRITTEN AFFIRMATION THAT THE DIRECTOR HAS
ACTED IN GOOD FAITH PURSUANT TO SECTION 851, (2) THE DIRECTOR AGREES, IN
WRITING, TO REPAY THE ADVANCE IF IT IS DETERMINED THAT THE DIRECTOR DID
NOT MEET THE REQUIRED STANDARD OF CONDUCT, AND (3) THE FACTS KNOWN AT THE
TIME OF REIMBURSEMENT WOULD NOT PRECLUDE INDEMNIFICATION.
SECTION 854 OF THE IBCA SPECIFIES, WHERE A CORPORATION'S ARTICLES
OF INCORPORATION DO NOT PROVIDE OTHERWISE, THE MANNER IN WHICH A DIRECTOR
MAY APPLY FOR INDEMNIFICATION TO THE COURT CONDUCTING THE PROCEEDING.
SECTION 855 OF THE IBCA SPECIFIES THE PROCESS THAT A CORPORATION
MUST USE IN DETERMINING WHETHER INDEMNIFICATION OF A DIRECTOR IS
PERMISSIBLE BECAUSE THE DIRECTOR HAS MET THE STANDARD OF CONDUCT REQUIRED
BY SECTION 851.
SECTION 856 OF THE IBCA PROVIDES THAT, UNLESS A CORPORATION'S
ARTICLES OF INCORPORATION PROVIDE OTHERWISE, AN OFFICER OF A CORPORATION
WHO IS NOT A DIRECTOR IS ENTITLED TO INDEMNIFICATION TO THE SAME EXTENT
AS A DIRECTOR.
SECTION 857 OF THE IBCA AUTHORIZES THE PURCHASE AND MAINTENANCE
OF INSURANCE TO INDEMNIFY AN INDIVIDUAL WHO IS OR WAS A DIRECTOR,
OFFICER, EMPLOYEE, OR AGENT OF THE CORPORATION.
ARTICLE VIII OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF THE REGISTRANT (THE "ARTICLES") PROVIDES IN PART THAT
THE REGISTRANT SHALL INDEMNIFY ITS DIRECTORS TO THE FULLEST EXTENT
POSSIBLE UNDER THE IBCA, AND THE REGISTRANT'S BYLAWS EXTEND THE SAME
INDEMNITY TO ITS OFFICERS. THE ARTICLES ALSO PROVIDE THAT NO DIRECTORS
SHALL BE LIABLE TO THE REGISTRANT 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 REGISTRANT 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
IMPROPER PERSONAL BENEFIT, OR (IV) UNDER THE IBCA PROVISIONS RELATING TO
IMPROPER DISTRIBUTIONS.
THE REGISTRANT 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 REGISTRANT 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 ARTICLES AND IOWA LAW.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.5 to the Registrant's
registration statement on Form S-1 (No. 333-12239), are
hereby incorporated by reference.
4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the
Registrant's registration statement on Form S-1 (No.
333-12239), are hereby incorporated by reference.
5.1 Opinion of Joseph K. Haggerty, Esq., Senior Vice President
and General Counsel of the Registrant, regarding the
legality of the securities being registered.*
23.1 Consent of KPMG PEAT MARWICK LLP, independent auditors.
23.2 Consent of Joseph K. Haggerty (included in Exhibit 5.1).*
24.1 Power of Attorney*
* Previously filed.
ITEM 9. UNDERTAKINGS.
(A) 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. NOTWITHSTANDING THE FOREGOING, ANY
INCREASE OR DECREASE IN VOLUME OF SECURITIES OFFERED (IF THE TOTAL DOLLAR
AMOUNT OF SECURITIES OFFERED WOULD NOT EXCEED THAT WHICH WAS REGISTERED)
AND ANY DEVIATION FROM THE LOW OR HIGH AND OF THE ESTIMATED MAXIMUM
OFFERING RANGE MAY BE REFLECTED IN THE FORM OF PROSPECTUS FILED WITH THE
SEC PURSUANT TO RULE 424(B) IF, IN THE AGGREGATE, THE CHANGES IN VOLUME
AND PRICE REPRESENT NO MORE THAN A 20 PERCENT CHANGE IN THE MAXIMUM
AGGREGATE OFFERING PRICE SET FORTH IN THE "CALCULATION OF REGISTRATION
FEE" TABLE IN THE EFFECTIVE 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.
(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, WHERE APPLICABLE, EACH FILING
OF AN EMPLOYEE BENEFIT 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 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 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 AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF
SUCH ISSUE.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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,
State of Iowa, on December 19, 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, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Roger K. Brooks
_________________________
Roger K. Brooks Chairman, President and Chief December 19, 1997
Executive Officer (principal
executive officer) and Director
/s/ Michael E. Sproule
_________________________
Michael E. Sproule Executive Vice President and December 19, 1997
Chief Financial Officer (principal
financial officer)
/s/ Michael G. Fraizer
__________________________
Michael G. Fraizer Senior Vice President and December 19, 1997
Controller/ Treasurer (principal
accounting officer)
John R. Albers*
__________________________
John R. Albers Director December 19, 1997
Malcolm Candlish*
__________________________
Malcolm Candlish Director December 19, 1997
Maureen M. Culhane*
___________________________
Maureen M. Culhane Director December 19, 1997
Thomas F. Gaffney*
___________________________
Thomas F. Gaffney Director December 19, 1997
Ilene B. Jacobs*
___________________________
Ilene B. Jacobs Director December 19, 1997
Sam C. Kalainov*
___________________________
Sam C. Kalainov Director December 19, 1997
John W. Norris, Jr.*
___________________________
John W. Norris, Jr. Director December 19, 1997
Jack C. Pester*
____________________________
Jack C. Pester Director December 19, 1997
John A. Wing*
____________________________
John A. Wing Director December 19, 1997
* Executed pursuant to a power of attorney by Joseph K. Haggerty
</TABLE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Amended and Restated Articles of
Incorporation of the Registrant, filed as
Exhibit 3.5 to the Registrant's
registration statement on Form S-1 (No.
333-12239), are hereby incorporated by
reference.
4.2 By-laws of the Registrant, filed as
Exhibit 3.2 to the Registrant's
registration statement on Form S-1 (No.
333-12239), are hereby incorporated by
reference.
5.1 Opinion of Joseph K. Haggerty, Senior
Vice President and General Counsel of the
Registrant, regarding the legality of the
securities being registered.*
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Joseph K. Haggerty (included in Exhibit 5.1).*
24.1 Power of Attorney.*
* Previously filed.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AmerUs Life Holdings, Inc.:
We consent to the use of our report dated February 10, 1997, appearing in
the Annual Report on Form 10-K of AmerUs Life Holdings, Inc. for the year
ended December 31, 1996 incorporated by reference in the Post-Effective
Amendment No. 2 to Form S-4 Registration Statement on Form S-8
Registration Statement of AmerUs Life Holdings, Inc.
KPMG Peat Marwick LLP
Des Moines, Iowa
December 19, 1997
