SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 1997
AMERUS LIFE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
IOWA 0-21459 42-1459712
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
699 WALNUT STREET, DES MOINES, IOWA 50309
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (515) 362-3600
418 Sixth Avenue, Des Moines, Iowa 50309
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 19, 1997, AmerUs Life Holdings, Inc. (the
"Registrant") completed the acquisition of AmVestors Financial
Corporation, a Kansas corporation pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of September 19, 1997 and as
amended and restated as of October 8, 1997 ("Merger Agreement"),
providing for the merger ("Merger") pursuant to which, and subject to the
terms thereof, AmVestors would become a wholly owned subsidiary of the
Registrant. As of the effective time of the Merger, each outstanding
share of common stock of AmVestors, no par value ("AmVestors Common
Stock"), other than shares held in the treasury of AmVestors and shares
owned by the Registrant or any of its subsidiaries, was converted into
the right to receive 0.6724 shares of Registrant Class A common stock
(the "Merger Consideration"). In aggregate, approximately 11.6 million
shares of the Registrant's Class A common stock were issued to former
holders of AmVestors common stock in connection with the Merger. The
Merger has been accounted for using the purchase method. Capitalized
terms used herein which are not otherwise defined herein have the
meanings ascribed to such terms in the Merger Agreement.
The foregoing description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement incorporated herein by reference to Annex I to
the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") dated
November 12, 1997, forming part of the Registration Statement on Form S-4
(Registration No. 333-40065) of the Registrant.
(b) The Registrant does not presently intend to change
substantially the business of AmVestors. Reference is made to the
information contained in the Proxy Statement/Prospectus under the caption
"Introduction - The Companies - AmVestors Financial Corporation", which
information is incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENT, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
As permitted by Item 7 (a)(4) of Form 8-K, AmerUs intends
to file the required financial statements of AmVestors by amendment not
later than 60 days after the date this report is required to be filed.
(b) Pro Forma Financial Information.
As permitted by Item 7 (b)(2) of Form 8-K, AmerUs
intends to file the required pro forma financial information by amendment
not later than 60 days after the date this report is required to be
filed.
(c) Exhibits.
2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER,
DATED AS OF SEPTEMBER 19, 1997 AND AS AMENDED AND
RESTATED AS OF OCTOBER 8, 1997, BY AND AMONG THE
ISSUER, AFC CORP. AND AMVESTORS FINANCIAL CORPORATION
(INCLUDED AS ANNEX I TO THE JOINT PROXY
STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION
STATEMENT ON FORM S-4, REGISTRATION NUMBER 333-40065),
IS HEREBY INCORPORATED BY REFERENCE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Michael G. Fraizer
________________________________
Name: Michael G. Fraizer
Title: Senior Vice President and
Controller/Treasurer
Date: December 31, 1997
EXHIBIT INDEX
2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF
SEPTEMBER 19, 1997 AND AS AMENDED AND RESTATED AS OF OCTOBER 8, 1997,
BY AND AMONG THE ISSUER, AFC CORP. AND AMVESTORS FINANCIAL
CORPORATION (INCLUDED AS ANNEX I TO THE JOINT PROXY
STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT ON FORM
S-4, REGISTRATION NUMBER 333-40065), IS HEREBY INCORPORATED BY
REFERENCE.
