SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)
AMERUS LIFE HOLDINGS, INC.
(NAME OF ISSUER)
CLASS A COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
030732
(CUSIP NUMBER)
JOSEPH K. HAGGERTY, ESQ.
GENERAL COUNSEL
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309
(515) 362-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
(Continued on following pages)
CUSIP NO. 030732 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AmerUs Group Co.
42-1459713
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*
[ ] (a)
[ ] (b)
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3 SEC USE ONLY
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4 SOURCES OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
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7 SOLE VOTING POWER
17,390,165 (includes 5,000,000 shares of
NUMBER OF Class B Common Stock of the Issuer)
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 17,390,165 (includes 5,000,000 shares of
Class B Common Stock of the Issuer)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,390,165 (includes 5,000,000 shares of Class B Common Stock
of the Issuer)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.99% (includes 5,000,000 shares of Class B Common Stock of
the Issuer)
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14 TYPE OF REPORTING PERSON*
HC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 030732 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Mutual Holding Company
42-1458424
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*
[ ] (a)
[ ] (b)
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3 SEC USE ONLY
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4 SOURCES OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
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7 SOLE VOTING POWER -0-
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY ---------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,390,165 (includes 5,000,000 shares of Class B Common Stock
of the Issuer)
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.99% (includes 5,000,000 shares of Class B Common Stock
of the Issuer)
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, no par value
(the "AmerUs Class A Common Stock"), of AmerUs Life Holdings, Inc., an Iowa
corporation ("Issuer" or "AmerUs"). The address of the principal executive
offices of the Issuer is 699 Walnut Street, Des Moines, Iowa.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This statement is filed on behalf of American
Mutual Holding Company, an Iowa mutual insurance holding company ("AMHC"),
and AmerUs Group Co., an Iowa corporation and a wholly owned subsidiary of
AMHC ("AmerUs Group"). AMHC is a mutual insurance holding company and
AmerUs Group is the controlling shareholder of AmerUs and also the owner of
various other businesses which operate primarily in the real estate sector.
The address of the principal business and offices of each of AmerUs Group
and AMHC is 699 Walnut Street, Des Moines, Iowa. The required information
concerning directors and executive officers of AMHC and AmerUs Group is set
forth on Schedule 1 hereto.
(d)-(f) During the last five years, neither AmerUs Group
nor AMHC nor, to their knowledge, any of the persons listed on Schedule 1
hereto, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
nor as a result of such proceedings have they been or are they subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or findings of any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In 1995, the Board of Directors of AmerUs' predecessor adopted
the plan of reorganization (the "AmerUs Reorganization Plan"), pursuant to
which AMHC was formed as a mutual insurance holding company and AmerUs'
predecessor was converted into a stock life insurance company and its name
was changed to AmerUs Life Insurance Company ("AmerUs Life").
As part of the AmerUs Reorganization Plan, all of the shares of
capital stock of AmerUs Life were issued to AMHC. Subsequently, AMHC
contributed all of its shares of capital stock of AmerUs Life to AmerUs
Group, which contributed such shares to AmerUs, AmerUs Group's wholly-owned
subsidiary. Under this structure, AmerUs is an intermediate holding
company, with AmerUs Group as its direct controlling shareholder, AMHC as
its ultimate parent, and AmerUs Life as its wholly-owned subsidiary. Under
Iowa law, AMHC is required to retain direct or indirect ownership and
control of shares which carry the right to cast a majority of the votes
entitled to be cast by holders of the outstanding capital stock of AmerUs
Life.
Prior to the initial public offering of the AmerUs Class A Common
Stock in February 1997, AmerUs Group owned 11,706,511 shares of the AmerUs
Class A Common Stock, and 5,000,000 shares of the Issuer's Class B Common
Stock, no par value (the "AmerUs Class B Common Stock," and together with
the AmerUs Class A Common Stock, the "AmerUs Common Stock"), representing
all of the outstanding shares of common stock of the Issuer. In addition,
AmerUs Group acquired 673,789 shares of AmerUs Class A Common Stock on
December 19, 1997, as a result of the merger (the "Merger") of a wholly
owned subsidiary of AmerUs ("Merger Sub"), with and into AmVestors
Financial Corporation ("AmVestors"), pursuant to which each outstanding
share of AmVestors Common Stock, including shares owned by AmerUs Group,
were converted into the right to receive 0.6724 shares of AmerUs Class A
Common Stock.
On June 30, 1998, AmerUs Group gifted 20,000 shares of AmerUs
Class A Common Stock to AmerUs Group Charitable Foundation.
On December 2, 1998, AmerUs Group purchased 30,000 shares of
AmerUs Class A Common Stock in a series of open market transactions for an
aggregate of $690,000. AmerUs Group obtained the funds for these
transactions from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) AmerUs is a direct subsidiary of AmerUs Group, which in
turn is a wholly-owned direct subsidiary of AMHC. AmerUs Life is a
wholly-owned direct subsidiary of AmerUs. As a result of such ownership,
AMHC, AmerUs Group, the other subsidiaries of AmerUs Group and AmerUs and
its subsidiaries, including AmerUs Life, have a variety of relationships,
certain of which are summarized below. Certain of these relationships
involve future commitments and others may be indicative of relationships
which may be entered into from time to time in the future. As used
herein, "AmerUs Affiliated Group" means AMHC and its direct and indirect
subsidiaries now or hereafter existing, other than AmerUs and its
subsidiaries, and "AmerUs Control Group" means, collectively, AMHC and
AmerUs Group.
From time to time, AmerUs Group may acquire or dispose of shares
of AmerUs Common Stock, depending on market conditions and other factors.
Prior to the Merger, AmerUs Group announced its intention (depending on,
among other things, market conditions and other factors) to expend up to an
aggregate of $35 million to partially offset its dilution from the stock
issuance in the Merger, through purchases of shares of AmVestors Common
Stock in public or private transactions prior to the closing of the Merger
and/or through purchases of shares of the AmerUs Class A Common Stock in
public or private transactions following the shareholders' meetings held in
connection with the Merger on December 18, 1997. Prior to such time,
AmerUs Group expended an aggregate of approximately $21.9 million to
acquire shares of AmVestors Common Stock.
Ownership of Voting Interests of AmerUs
As a result of the reorganization of AmerUs and its affiliates
into a mutual insurance holding company structure, AMHC is required by Iowa
law to own, directly or indirectly through one or more intermediate holding
companies, shares of capital stock of AmerUs Life which carry the right to
cast a majority of the votes entitled to be cast by all of the outstanding
shares of the capital stock at a shareholders' meeting of AmerUs Life. In
compliance with this requirement, all of the issued and outstanding shares
of AmerUs Class B Common Stock are owned by AmerUs Group, a wholly-owned
subsidiary of AMHC. AmerUs Group also owns a substantial number of shares
of AmerUs Class A Common Stock. Additionally, AmerUs' Charter provides that
no shares of its AmerUs Class B Common Stock may be owned by any person
other than AMHC, a subsidiary of AMHC or another mutual insurance holding
company or intermediate holding company as expressly authorized by Iowa law
or by the Iowa Insurance Commissioner. Any proposed amendments to such
provisions of the AmerUs Charter are subject to approval by the Iowa
Insurance Commissioner and the Iowa Attorney General.
AMHC's Policy with Respect to Corporate Opportunities
AmerUs has been advised that AMHC has adopted a general policy
with respect to certain corporate opportunities presented to AMHC. The
implementation of such policy in any situation is expressly subject to any
applicable regulatory, tax, contractual or legal restrictions as well as
issues as to feasibility. Pursuant to such policy, so long as AMHC directly
or indirectly owns at least 50.1% of the voting power of the outstanding
common stock of AmerUs (the "Voting Control Period"), AMHC intends to first
offer to AmerUs any corporate opportunity relating to the acquisition of
any stock life insurance company or any company (other than a mutual
insurance holding company) primarily engaged in owning a stock life
insurance company. During the Voting Control Period, AMHC also intends to
first offer to AmerUs any corporate opportunity primarily relating to a
joint venture, partnership, or similar affiliation in the life insurance or
annuity industry. During the Voting Control Period, in the event that AMHC
merges with a mutual insurance holding company owning a stock life
insurance company or a mutual insurance company is reorganized pursuant to
Chapter 521A of the Iowa Code into a stock life insurance company
subsidiary of AMHC, AMHC intends, if the other party to the transaction
agrees, to offer AmerUs the corporate opportunity to combine such acquired
company with AmerUs or a subsidiary thereof in exchange for appropriate
consideration.
Any combination would be on terms which are approved by a
majority of the independent directors of AMHC and AmerUs and set forth in a
written agreement between the parties. However, neither AMHC nor AmerUs is
obligated to take any action which is not consistent with their respective
fiduciary duties or applicable contractual, regulatory, tax or legal
requirements. Moreover, the results of negotiations with parties interested
in a potential transaction or other factors, such as feasibility or a
desire to maintain the separate identities and assets of two insurers, may
result in AMHC not presenting a potential transaction to AmerUs or a
company acquired by AMHC not being combined with AmerUs or a subsidiary
thereof.
Under AMHC's policy, a corporate opportunity is considered to be
a business opportunity in the life insurance and annuity business known to
AMHC which AmerUs is legally and financially able to undertake, is of
practical advantage to AmerUs and is one in which AmerUs has an interest or
a reasonable expectancy. If AmerUs does not choose to pursue a corporate
opportunity within a reasonable period after such opportunity is first
presented to it, AMHC would not intend to afford AmerUs any further
opportunity with respect to such potential transaction.
AmerUs Intercompany Agreement
AMHC, AmerUs Group and AmerUs have entered into an Amended and
Restated Intercompany Agreement dated as of December 1, 1996 (the "AmerUs
Intercompany Agreement"). The following summary of the AmerUs Intercompany
Agreement (as defined below) does not purport to be complete and is
qualified in its entirety by reference to such agreements.
AMHC Consent to Certain Events. The AmerUs Intercompany
Agreement provides that until the date on which the members of the
AmerUs Control Group cease to control at least 50.1% of the combined
voting power of the outstanding AmerUs Common Stock (the "Trigger
Date"), the prior written consent of AMHC will be required for: (i)
any consolidation or merger of AmerUs or any of its subsidiaries with
any person (other than certain transactions involving wholly owned
subsidiaries); (ii) any sale, lease, exchange or other disposition or
any acquisition by AmerUs or any of its subsidiaries (other than
transactions to which AmerUs and its wholly owned subsidiaries are
the only parties), or any series of related dispositions or
acquisitions, involving consideration in excess of $20 million; (iii)
any change in the authorized capital stock of AmerUs or the creation
of any class or series of capital stock of AmerUs, (iv) any issuance
by AmerUs or any subsidiary of AmerUs of any equity securities or
equity derivative securities, except (a) up to three million shares
of AmerUs Class A Common Stock pursuant to employee and director
stock option, profit sharing and other benefit plans of AmerUs and
its subsidiaries, (b) the issuance of Preferred Stock which is not
convertible or exchangeable into AmerUs Class A Common Stock and
which only has voting rights required by law, (c) the issuance of
shares of capital stock of a wholly owned subsidiary of AmerUs and
(d) pursuant to the Transactions (defined as AmerUs's February 1997
initial public offering and any corporate AmerUs Reorganization or
transaction undertaken in connection with the initial public offering
to which AmerUs or any of its subsidiaries is a party); (v) the
dissolution of AmerUs; (vi) transactions or a series of related
transactions with affiliates of AmerUs (other than members of the
AmerUs Affiliated Group) involving consideration in excess of $10
million, other than (a) the Transactions, (b) transactions on terms
substantially the same as or more favorable to AmerUs than those that
would be available from an unaffiliated third party and (c)
transactions between or among any of AmerUs and its wholly owned
subsidiaries; and (vii) any corporate action by AmerUs which would
cause AmerUs or AmerUs Life to violate the requirements of Section
521A.14 of the Iowa Insurance Code (relating to mutual insurance
holding companies).
Equity Purchase Rights. AmerUs has agreed that, to the
extent permitted by the New York Stock Exchange ("NYSE") so long as
AmerUs is listed on NYSE, and so long as the AmerUs Control Group
controls at least 50.1% of the combined voting power of the
outstanding Common Stock of AmerUs, the AmerUs Control Group may
purchase its pro rata share (based on its then current percentage
equity interest in AmerUs) of any voting equity security issued by
AmerUs (excluding any such securities offered in connection with any
merger acquisition, exchange offer, employee and director stock
option or other benefit plans, dividend reinvestment plans and other
offerings other than for cash).
Other. The AmerUs Intercompany Agreement provides that
AmerUs will indemnify each member of the AmerUs Affiliated Group and
each of their respective officers, directors, employees and agents
against losses based on, arising out of or resulting from certain
activities of AmerUs or its subsidiaries and certain other matters.
AMHC agreed to indemnify AmerUs and its subsidiaries and each of
their respective officers, directors, employees and agents against
losses based on, arising out of or resulting from certain
specifically identified matters. AmerUs Group and certain members of
the AmerUs Affiliated Group have granted to AmerUs and certain of its
subsidiaries, a non-exclusive, revocable license to use the AmerUs
name and certain trademarks solely in connection with AmerUs' life
insurance business and activities related to such life insurance
business. AmerUs has granted to the AmerUs Control Group certain
demand and "piggyback" registration rights with respect to shares of
AmerUs Common Stock owned by it. AmerUs has agreed that all
distribution arrangements in effect as of September 15, 1996 pursuant
to which members of the AmerUs Affiliated Group distribute insurance
products of AmerUs or its subsidiaries shall continue until the
Trigger Date. Until the Trigger Date, AmerUs has agreed to provide to
the AmerUs Affiliated Group certain management and administrative
services.
Additional Relationship
AmerUs and AmerUs Life has entered into a variety of additional
arrangements as described in AmerUs' periodic filings with the Securities
and Exchange Commission, including asset and property management contracts,
various limited partnership and joint venture agreements, various loan
servicing agreements, marketing agreements, financing arrangements and
various arrangements involving the purchase of loans and securitization
thereof. All such relationships were made on terms which were intended to
approximate arms' length transactions. In addition, AmerUs and AmerUs Life
provide certain communications, tax, law department, accounting department,
internal audit, administrative and data processing services to such other
parties to the agreements, as requested.
Except as disclosed in this Item 4, neither AMHC nor AmerUs Group
has current plans or proposals which relate or would result in any of the
events described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the aggregate number of shares of
AmerUs Class A Common Stock beneficially owned by AmerUs Group (directly)
and AMHC (indirectly) is 12,390,165, representing approximately 48.56% of
the outstanding shares of the AmerUs Class A Common Stock. As of the date
hereof, AmerUs Group owns 5,000,000 shares of AmerUs Class B Common Stock,
all of which are, subject to certain conditions, convertible within 60 days
at AMHC's option into shares of AmerUs Class A Common Stock. If such
shares were converted, as of the date hereof, the aggregate number of
shares of AmerUs Class A Common Stock beneficially owned by AmerUs Group
(directly) and AMHC (indirectly) would be 17,390,165, representing
approximately 56.99% of then outstanding shares of the AmerUs Class A
Common Stock. Information concerning beneficial ownership of AmerUs Class A
Common Stock by officers and directors is set forth on Schedule 1.
(b) AmerUs Group has sole power to vote and dispose of all of
the AmerUs Class A Common Stock beneficially owned by it. There are no
shares of the AmerUs Class A Common Stock with respect to which AmerUs
Group has shared power to vote or direct the vote, or shared power to
dispose or direct the disposition. There are no shares of the AmerUs Class
A Common Stock with respect to which AMHC has sole or shared power to vote
or direct the vote, or sole or shared power to dispose or direct the
disposition. AmerUs Group has sole power to vote and dispose of 5,000,000
shares of AmerUs Class B Common Stock, representing all outstanding shares
of such class. Information concerning beneficial ownership of AmerUs Class
A Common Stock by officers and directors is set forth on Schedule 1.
(c) Except as disclosed in Item 3, there have been no
transactions in the AmerUs Class A Common Stock that were effected during
the past sixty days by AMHC or AmerUs Group. Information concerning
transactions in AmerUs Class A Common Stock by officers and directors is
set forth on Schedule 2.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
In addition, under the AmerUs Charter, AMHC and AmerUs Group, as
beneficial holders of the shares of AmerUs Class B Common Stock, have the
right to cast at least a majority of the votes of the outstanding shares of
the capital stock of AmerUs, except where the AmerUs Charter or Iowa law
require separate class votes. The foregoing description is qualified in
its entirety by reference to the AmerUs Charter, which is incorporated
herein by reference.
By virtue of their control of a majority of the voting power of
AmerUs, AmerUs Group (directly) and AMHC (indirectly) have the ability to
appoint all of the members of AmerUs' Board of Directors. As noted on
Schedule 1, several executive officers and directors of AmerUs also serve
as executive officers and/or directors of AmerUs Group and AMHC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The exhibits included as part of this Schedule 13D are those
listed in the Index of Exhibits attached hereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 4, 1998
-----------------------------------
DATE
/s/ MICHAEL G. FRAIZER
-----------------------------------
NAME: MICHAEL G. FRAIZER
TITLE: SENIOR VICE PRESIDENT AND
CONTROLLER/TREASURER
AMERUS GROUP CO.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 4, 1998
-----------------------------------
DATE
/s/ MICHAEL G. FRAIZER
-----------------------------------
NAME: MICHAEL G. FRAIZER
TITLE: SENIOR VICE PRESIDENT AND
CONTROLLER/TREASURER
AMERICAN MUTUAL HOLDING COMPANY
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
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 ("AmVestors") (included as
Annex I to the Joint Proxy Statement/Prospectus contained
in the Issuer's Registration Statement on Form S-4,
Registration Number 333-40065), is incorporated herein by
reference.
2 Amended and Restated Articles of Incorporation of the
Issuer, filed as Exhibit 3.5 to the registration statement
of the Issuer on Form S-1, Registration Number 333-12239,
are incorporated herein by reference.
3 Bylaws of the Issuer, filed as Exhibit 3.2 to the
registration statement of the Issuer on Form S-1,
Registration Number 333- 12239, are incorporated herein by
reference.
4 Amended and Restated Intercompany Agreement dated as of
December 1, 1996, among American Mutual Holding Company,
AmerUs Group Co. and the Issuer, filed as Exhibit 10.81 to
the Issuer's registration statement on Form S-1,
Registration Number 333-12239, is incorporated herein by
reference.
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN MUTUAL HOLDING COMPANY
AND AMERUS GROUP CO.
The name, business address, principal occupation or employment of,
and, to the knowledge of AMHC and AmerUs Group, the number of shares of
AmerUs Class A Common Stock beneficially owned (as such term is defined in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) by each of the directors and executive officers of AMHC and AmerUs
Group, including stock options which are exercisable within 60 days, is set
forth below. Each individual is a citizen of the United States.
Number of Shares
of Amerus Class A
Name Principal Occupation Common Stock
Business Address or Employment Beneficially Owned
---------------- -------------------- ------------------
Roger K. Brooks * Chairman, President and 115,260.83
699 Walnut Street Chief Executive Officer
Des Moines, Iowa of AmerUs, AmerUs Group
and AMHC
Victor N. Daley Senior Vice President, 19,038.02
699 Walnut Street Chief Administration &
Des Moines, Iowa Human Resources Officer
of AmerUs, AmerUs Group
and AMHC
Michael G. Fraizer Senior Vice President, 19,099.78
699 Walnut Street Treasurer and Controller
Des Moines, Iowa of AmerUs, AmerUs Group
and AMHC
Thomas C. Godlasky Executive Vice President 36,954
699 Walnut Street and Chief Investment
Des Moines, Iowa Officer of AmerUs, AmerUs
Group and AMHC
Marcia S. Hanson Executive Vice President 1,000
699 Walnut Street of AmerUs and AmerUs
Des Moines, Iowa Group
Sam C. Kalainov * Chairman-Emeritus of 203,313.78
699 Walnut Street AmerUs Group and AMHC
Des Moines, Iowa
John R. Albers * President and Chief 20,833
9400 North Central Executive Officer of
Expressway Fairfield Enterprises,
Suite 1250 Inc.
Dallas, Texas 75231
Wesley H. Boldt ** President of Quality 0
4401 Westown Parkway Life Corporation
Suite 305
West Des Moines, Iowa 50266
Joseph A. Borgen ** President of Des Moines 0
2006 South Ankeny Blvd. Area Community College
Ankeny, Iowa 50021
Malcolm Candlish * Retired (Former Chairman 6,621
465 Wells Way of First Alert, Inc.)
Osprey, Florida 34229
Thomas F. Gaffney * Managing Director of 11,133
880 Carillon Parkway Raymond James Capital,
St. Petersburg, Inc.
Florida 33716
John W. Norris, Jr. * Chairman and Chief 3,131
P.O. Box 799900 Executive Officer of
Dallas, Texas 75379 Lennox International,
Inc.
Jack C. Pester * Senior Vice President 3,018
Nine Greenway Plaza of the Coastal Corporation
Houston, Texas 77046
--------------
* Each of the indicated individuals serves as a director of AmerUs,
AmerUs Group and AMHC.
** Each of the indicated individuals serves as a director of AmerUs
Group and AMHC.
SCHEDULE 2
TRANSACTIONS IN AMERUS CLASS A COMMON STOCK WITHIN THE PAST 60 DAYS
During the past sixty (60) days, to the knowledge of AMHC and
AmerUs Group, the following shares of AmerUs Class A Common Stock were
purchased (either directly or indirectly) in open market transactions by
the directors or executive officers of AMHC and AmerUs Group. To the
knowledge of AMHC and AmerUs Group, none of the directors or executive
officers of AMHC or AmerUs Group sold any shares of AmerUs Class A Common
Stock during the past sixty (60) days.
NAME DATE OF PURCHASE QUANTITY PRICE PER SHARE
---- ---------------- -------- ---------------
Thomas Gaffney 10/1/98 3,000 $21.25
Malcolm Candlish 10/8/98 3,000 $16.68
Roger Brooks 10/9/98 3,000 $16.25
Sam Kalainov 10/9/98 5,200 $18.07
Michael Fraizer 10/12/98 5,000 $18.56
Sam Kalainov 10/12/98 19,800 $18.53
Roger Brooks 10/15/98 2,000 $16.49
Roger Brooks 10/15/98 500 $16.81
Roger Brooks 10/15/98 500 $16.90
Roger Brooks 10/15/98 500 $16.93
Roger Brooks 10/15/98 1,300 $17.12
Roger Brooks 10/15/98 500 $17.37
Roger Brooks 10/15/98 700 $17.44
Roger Brooks 10/15/98 200 $17.62
Roger Brooks 10/15/98 3,800 $17.74
