As filed with the Securities and Exchange Commission (via EDGAR)
on December 19, 1997
Registration No. 333-40065
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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IOWA 6719 42-1459712
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Identification Number) Classification
organization) Code Number)
699 Walnut Street
Des Moines, Iowa 50309
(515) 362-3600
(Name, address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Joseph Haggerty, Esq.
General Counsel
AmerUs Life Holdings,Inc.
699 Walnut Street
Des Moines, Iowa 50309
(515) 362-3600
(Address, including zip code, and telephone number, including
area code, of agent for service)
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Copies of all Communications to:
<TABLE>
<S> <C> <C>
Jeffrey W. Tindell, Esq. Richard G. Clemens, Esq. J. Mark Klamer, Esq.
Skadden, Arps, Slate, Meagher & Sidley & Austin Bryan Cave LLP
Flom LLP One First National Plaza 211 North Broadway, Suite 3600
919 Third Avenue Chicago, Illinois 60603 St. Louis, Missouri 63102
New York, New York 10022 (312) 853-7642 (314) 259-2000
(212) 735-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As promptly as practicable after this Registration Statement
becomes effective and all the conditions to the proposed merger
("Merger") of a subsidiary of the Registrant with and into AmVestors
Financial Corporation ("AmVestors"), as described in the enclosed Joint
Proxy Statement/Prospectus, have been satisfied or waived (but in no
event earlier than the 20th business day following the date on which the
enclosed Joint Proxy Statement/Prospectus has been given or sent to
stockholders of AmVestors).
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |X|
This post-effective amendment is being filed pursuant to
an understanding with the Staff of the Securities and Exchange Commission
to supplement the exhibit index to the Registration Statement and to file
as exhibits certain legal opinions of counsel as to U.S. federal income
matters that were required to be delivered by the Registrant and
AmVestors as a condition to consummation of the Merger. These legal
opinions were delivered on December 19, 1997 and the Merger was
consummated on that date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective Amendment
No. 1 to Registration Statement to be signed on its behalf by the under-
signed, 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>
<S> <C> <C>
NAME TITLE DATE
/s/ Roger K. Brooks
- ----------------------------
Roger K. Brooks Chairman, President and Chief Executive December 19, 1997
Officer (principal executive officer)
and Director
/s/ Michael E. Sproule
- ----------------------------
Michael E. Sproule Executive Vice President and Chief December 19, 1997
Financial Officer (principal
financial officer)
/s/ Michael G. Fraizer
- ----------------------------
Michael G. Fraizer Senior Vice President and Controller/ December 19, 1997
Treasurer (principal accounting
officer)
John R. Albers*
- ----------------------------
John R. Albers Director December 19, 1997
Malcolm Candlish*
- ---------------------------- Director December 19, 1997
Malcolm Candlish
Maureen M. Culhane*
- --------------------------- Director December 19, 1997
Maureen M. Culhane
Thomas F. Gaffney*
- --------------------------- Director December 19, 1997
Thomas F. Gaffney
Ilene B. Jacob*
- --------------------------- Director December 19, 1997
Ilene B. Jacobs
Sam C. Kalainov*
- --------------------------- Director December 19, 1997
Sam C. Kalainov
John W. Norris, Jr.*
- --------------------------- Director December 19, 1997
John W. Norris, Jr.
Jack C. Pester
- --------------------------- Director December 19, 1997
Jack C. Pester
John A. Wing*
- --------------------------- Director December 19, 1997
John A. Wing
* Executed pursuant to a power of attorney by Joseph K. Haggerty
</TABLE>
AMERUS LIFE HOLDINGS, INC.
INDEX TO EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) INDEX TO EXHIBITS-SUPPLEMENT
The Index to Exhibits to the Registration Statement on Form
S-4 of AmerUs Life Holdings, Inc., Registration No. 333-40065, as filed
with the Securities and Exchange Commission (via EDGAR) on December 19,
1997, is hereby supplemented to include the exhibits listed below, each
of which is filed herewith.
Exhibit No. Description
8.3 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
dated December 19, 1997, as to certain federal income
tax matters.
8.4 Opinion of Bryan Cave LLP dated December 19, 1997,
as to certain federal income tax matters.
23.9 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 8.3).
23.10 Consent of Bryan Cave LLP (included in Exhibit 8.4).
Exhibit 8.3
December 19, 1997
AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, Iowa 50309-2407
Ladies and Gentlemen:
We have acted as counsel to AmerUs Life Holdings, Inc.,
an Iowa corporation ("AmerUs"), in connection with (i) the Merger, as
defined and described in the Agreement and Plan of Merger by and among
AmerUs, AFC Corp., a Kansas corporation and a wholly owned subsidiary of
AmerUs ("Merger Sub"), and AmVestors Financial Corporation, a Kansas
corporation ("AmVestors"), dated as of September 19, 1997 and amended as
of October 8, 1997 (the "Merger Agreement") and (ii) the preparation and
filing of the Registration Statement, dated November 12, 1997 (the
"Registration Statement"), which includes the Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement/Prospectus"), filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated,
each defined term has the meaning ascribed to it in the Merger Agreement.
In the Merger, (i) each issued and outstanding share of
common stock, no par value, of AmVestors ("AmVestors Common Shares")
(other than shares to be cancelled in accordance with clause (ii) below)
will be converted into the right to receive the Merger Consideration,
(ii) all AmVestors Common Shares that are held by AmVestors as treasury
shares and any AmVestors Common Shares owned by AmerUs, Merger Sub or any
other wholly owned subsidiary of AmerUs will be cancelled and retired and
shall cease to exist and no stock of AmerUs or other consideration shall
be delivered in exchange therefor and (iii) each share of common stock,
without par value, of Merger Sub issued and outstanding immediately prior
to the Effective Time shall be converted into and become one fully paid
and nonassessable share of common stock, without par value, of AmVestors.
In connection with this opinion, we have examined and
are familiar with originals and copies, certified or otherwise identified
to our satisfaction, of (i) the Merger Agreement, (ii) the Joint Proxy
Statement/Prospectus, and (iii) such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion
below. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Subject to (i) the Merger being consummated in the
manner described in the Merger Agreement, (ii) the accuracy of the facts
concerning the Merger that have come to our attention during our
engagement, and (iii) certain representations made by AmerUs, Merger Sub
and AmVestors in connection with the issuance of our opinion, including
the representations contained in their respective letters to us, dated as
of the date hereof, we are of the opinion that the Merger will be treated
for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). We express no opinion as to the U.S. federal,
state, local, or foreign or other tax considerations, other than as set
forth above. Further, there can be no assurances that any of the opinions
expressed herein will be accepted by the Internal Revenue Service, or if
challenged, by a court.
In rendering our opinion, we have considered the
applicable provisions of the Code, Treasury Department regulations
promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we
have considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to
change at any time (possibly with retroactive effect). A change in the
authorities or the facts, information, covenants, statements,
representations, or assumptions upon which our opinion is based could
affect our conclusions. This opinion is expressed as of the date hereof,
and we are under no obligation to supplement or revise our opinion to
reflect any changes (including changes that have retroactive effect) (i)
in applicable law or (ii) that would cause any statement, representation
or assumption herein to no longer be true or correct.
This letter is furnished to you solely for use in
connection with the Merger, as described in the Merger Agreement, and is
not to be used, circulated, quoted, or otherwise referred to for any
other purpose (except as provided in the next sentence) without our
express written permission. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement following its
delivery by post-effective amendment. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 8.4
December 19, 1997
AmVestors Financial Corporation
555 South Kansas Avenue
Topeka, Kansas 66603
Ladies and Gentlemen:
We have acted as counsel to AmVestors Financial
Corporation, a Kansas corporation ("AmVestors"), in connection with (i)
the Merger, as defined and described in the Agreement and Plan of Merger
by and among AmerUs Life Holdings, Inc., an Iowa corporation ("AmerUs"),
AFC Corp., a Kansas corporation and a wholly owned subsidiary of AmerUs
("Merger Sub"), and AmVestors, dated as of September 19, 1997 and amended
as of October 8, 1997 (the "Merger Agreement") and (ii) the preparation
and filing of the Registration Statement, dated November 12, 1997 (the
"Registration Statement"), which includes the Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement/Prospectus"), filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated,
each defined term has the meaning ascribed to it in the Merger Agreement.
In the Merger, (i) each issued and outstanding share of
common stock, no par value, of AmVestors ("AmVestors Common Shares")
(other than shares to be cancelled in accordance with clause (ii) below)
will be converted into the right to receive the Merger Consideration,
(ii) all AmVestors Common Shares that are held by AmVestors as treasury
shares and any AmVestors Common Shares owned by AmerUs, Merger Sub or any
other wholly owned subsidiary of AmerUs will be cancelled and retired and
shall cease to exist and no stock of AmerUs or other consideration shall
be delivered in exchange therefor and (iii) each share of common stock,
without par value, of Merger Sub issued and outstanding immediately prior
to the Effective Time shall be converted into and become one fully paid
and nonassessable share of common stock, without par value, of AmVestors.
In connection with this opinion, we have examined and
are familiar with originals and copies, certified or otherwise identified
to our satisfaction, of (i) the Merger Agreement, (ii) the Joint Proxy
Statement/Prospectus, and (iii) such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion
below. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Subject to (i) the Merger being consummated in the
manner described in the Merger Agreement, (ii) the accuracy of the facts
concerning the Merger that have come to our attention during our
engagement, and (iii) certain representations made by AmerUs, Merger Sub
and AmVestors in connection with the issuance of our opinion, including
the representations contained in their respective letters to us, dated as
of the date hereof, we are of the opinion that the Merger will be treated
for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). We express no opinion as to the U.S. federal,
state, local, or foreign or other tax considerations, other than as set
forth above. Further, there can be no assurances that any of the opinions
expressed herein will be accepted by the Internal Revenue Service, or if
challenged, by a court.
In rendering our opinion, we have considered the
applicable provisions of the Code, Treasury Department regulations
promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we
have considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to
change at any time (possibly with retroactive effect). A change in the
authorities or the facts, information, covenants, statements,
representations, or assumptions upon which our opinion is based could
affect our conclusions. This opinion is expressed as of the date hereof,
and we are under no obligation to supplement or revise our opinion to
reflect any changes (including changes that have retroactive effect) (i)
in applicable law or (ii) that would cause any statement, representation
or assumption herein to no longer be true or correct.
This letter is furnished to you solely for use in
connection with the Merger, as described in the Merger Agreement, and is
not to be used, circulated, quoted, or otherwise referred to for any
other purpose (except as provided in the next sentence) without our
express written permission. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement following its
delivery by post-effective amendment. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Bryan Cave LLP
Bryan Cave LLP
