Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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)
IOWA 42-1459712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 WALNUT STREET 50309-3948
DES MOINES, IOWA (Zip Code)
(Address of Principal Executive Offices)
AMERUS GROUP MIP DEFERRAL PLAN
(Full title of the plan)
JAMES A. SMALLENBERGER
SENIOR VICE PRESIDENT AND SECRETARY
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3688
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) OFFERING PRICE OFFERING PRICE FEE
PER SHARE(1)
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Deferred $4,000,000 100% $4,000,000 $1,180.00
Compensation
Obligations
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(1) Calculated pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997; and (ii) the Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Plans meeting the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities Act").
ITEM 4. DESCRIPTION OF SECURITIES.
The Securities being registered are the obligations (the "Deferred
Compensation Obligations") of the Registrant to pay to participants
("Participants") in the AmerUs Group MIP Deferral Plan (the "Plan")
compensation, together with any earnings or losses thereon, the receipt of which
such Participants have elected to defer until expiration of a restricted period
or, under certain circumstances, until the death, disability, retirement or
termination of employment of such Participants. Earnings or losses on such
deferred compensation are based upon the increase or decrease in value of the
Registrant's Class A Common Stock. The Deferred Compensation Obligations are
payable in the form approved by the Human Resources Committee of the
Registrant's Board of Directors (the "Human Resources Committee"). There is no
trading market for the Deferred Compensation Obligations.
The Deferred Compensation Obligations are unsecured general obligations of
the Registrant and rank pari passu with other secured and unsubordinated
indebtedness of the Registrant. The Deferred Compensation Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment; provided, however, that the
Human Resources Committee may provide that Deferred Compensation Obligations are
transferable to members of a Participant's immediate family, including trusts
for the benefit of such family members and partnerships in which such family
members are the only partners. Any attempt by any person to transfer or assign
benefits under the Plan, other than as described above or other than a claim for
benefits by a Participant or his or her beneficiary or beneficiaries, will be
null and void.
The Deferred Compensation Obligations are not convertible into any other
security of the Registrant. No trustee has been appointed to take action with
respect to the Deferred Compensation Obligations and each Participant will be
responsible for enforcing his or her own rights with respect to the Deferred
Compensation Obligations.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Joseph K. Haggerty, Esq., Senior Vice President and General Counsel of the
Registrant, participates in the employee benefit plans of the Registrant and
holds 3,000 shares of the Registrant's Class A Common Stock and options in
respect of 10,000 shares of the Registrant's Class A Common Stock.
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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 Registrant's Articles of Incorporation provide that the Registrant
shall indemnify its directors to the fullest extent possible under the IBCA. The
Registrant's Bylaws extend the same indemnity to its officers. The Articles of
Incorporation provide that no director 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 Registrant's
Articles of Incorporation and Iowa law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.5 to the Registrant's Registration
Statement on Form S-1 (No. 333-12239)).
4.2 By-laws (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No.
333-12239)).
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 hereunder.
23.1 Consent of Joseph K. Haggerty, Esq., Senior Vice President
and General Counsel of the Registrant (included in the
Opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers of 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;
(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;
(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, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 thereto.
* * *
(h) 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this 21st day of
September , 1998.
AMERUS LIFE HOLDINGS, INC.
By: /S/ ROGER K. BROOKS
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Roger K. Brooks
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AmerUs Life Holdings, Inc. hereby constitutes and appoints Michael
G. Fraizer and James A. Smallenberger, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, including
post-effective amendments, and other related documents, and to file the same
with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
/S/ ROGER K. BROOKS Chairman, President and Chief September 21, 1998
- ---------------------- Executive Officer (Principal
Roger K. Brooks Executive Officer) and a
Director
/S/ MICHAEL G. FRAIZER Senior Vice President, September 21, 1998
- ---------------------- Controller and Treasurer
Michael G. Fraizer (Principal Financial Officer)
/S/ JOHN R. ALBERS Director September 21, 1998
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John R. Albers
/S/ MALCOLM CANDLISH Director September 21, 1998
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Malcolm Candlish
/S/ MAUREEN M. CULHANE Director September 16, 1998
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Maureen M. Culhane
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SIGNATURE CAPACITY DATE
/S/ THOMAS F.GAFFNEY Director September 16, 1998
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Thomas F. Gaffney
/S/ ILENE B. JACOBS Director September 21, 1998
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Ilene B. Jacobs
/S/ SAM C. KALAINOV Director September 21, 1998
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Sam C. Kalainov
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Ralph W. Laster, Jr.
/S/ JOHN W. NORRIS, JR. Director September 17, 1998
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John W. Norris, Jr.
/S/ JACK C. PESTER Director September 21, 1998
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Jack C. Pester
/S/ JOHN A. WING Director September 21, 1998
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John A. Wing
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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 hereunder.
23.1 Consent of Joseph K. Haggerty, Esq., Senior Vice President
and General Counsel of the Registrant (included in the
Opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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Exhibit 5.1
September 21, 1998
AmerUs Life Holdings, Inc.
699 Walnut Street
Des Moines, Iowa 50309-3948
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AmerUs Life Holdings,
Inc. (the "Company") and I have acted as counsel for the Company in connection
with the preparation of the Registration Statement on Form S-8 to be filed by
the Company with the Securities and Exchange Commission for the registration
under the Securities Act of 1933, as amended, of the deferred compensation
obligations (the "Obligations") to be offered and sold by the Company to certain
officers and employees of the Company under the AmerUs Group MIP Deferral Plan
(the "Plan").
I have examined the originals, certified copies or copies otherwise
identified to my satisfaction as being true copies of the Plan and such other
documents as I have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, I am of the opinion that the Obligations, when
established under the terms of the Plan, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms
and the terms of the Plan, except as enforceability (i) may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally, and (ii) is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding at
equity or at law).
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Joseph K. Haggerty
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITOR
To the Board of Directors and Stockholders
of AmerUs Life Holdings, Inc.:
Ladies and Gentlemen:
We consent to the use of our report incorporated by reference in this
Registration Statement on Form S-8 of AmerUs Life Holdings, Inc.
/s/ KPMG Peat Marwick LLP
Des Moines, Iowa
September 21, 1998
