SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERUS LIFE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
IOWA 42-1459712
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
699 Walnut Street, Des Moines, Iowa 50309-3948
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
upon filing pursuant to General Instruction A(c) please check the
following box. /X/
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A(d) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Adjustable Conversion-rate New York Stock Exchange
Equity Security Units
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Adjustable
Conversion-rate Equity Security Units (the "Units") to be
registered hereunder is incorporated herein by reference to the
description included under the caption "Description of the Units"
in the Registration Statement on Form S-3 of AmerUs Life
Holdings, Inc., AmerUs Capital II and AmerUs Capital III
(Registration No. 333-50249) (as the same may be amended from
time to time the "Registration Statement"). For purposes of such
description, any prospectus supplement relating to the
Registration Statement filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which proports to describe
the Units shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit No. Description
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1. Amended and Restated Articles of Incorporation of
the Registrant are incorporated herein by
reference to Exhibit 3.5 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
2. By-laws of the Registrant are incorporated herein
by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
3. Form of Certificate for shares of Class A Common
Stock of the Registrant is incorporated herein by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
4. Form of Subordinated Indenture by and between the
Registrant and First Union National Bank, as
Indenture Trustee, pursuant to which the Junior
Subordinated Debt is to be issued is incorporated
herein by reference to Exhibit 4.3 of the
Registrant's Registration Statement on Form S-3
(No. 333-50249).
5. Certificate of Trust of AmerUs Capital II is
incorporated herein by reference to Exhibit 4.4 of
the Registrant's Registration Statement on Form S-3
(No. 333-50249).
6. Form of Amended and Restated Declaration of Trust
of AmerUs Capital Trust II is incorporated herein
by reference to Exhibit 4.6 of the Registrant's
Registration Statement on Form S-3 (No. 333-50249).
7. Form of Common Trust Securities Guarantee
Agreement by the Registrant is incorporated herein
by reference to Exhibit 4.10 of the Registrant's
Registration Statement on Form S-3 (No. 333-50249).
8. Form of QUIPS Guarantee Agreement by the
Registrant is incorporated herein by reference to
Exhibit 4.11 of the Registrant's Registration
Statement on Form S-3 (No. 333-50249).
9. Form of Master Unit Agreement between the
Registrant and First Union National Bank is
incorporated herein by reference to Exhibit 4.12
of the Registrant's Registration Statement on Form
S-3 (No. 333-50249).
10. Form of Call Option Agreement between Goldman,
Sachs & Co. and First Union Bank is incorporated
herein by reference to Exhibit 4.13 of the
Registrant's Registration Statement on Form S-3
(No. 333-50249).
11. Form of Pledge Agreement among the Registrant,
Goldman, Sachs & Co. and First Union National Bank
is incorporated by reference to Exhibit 4.14 of
the Registrant's Registration Statement on Form S-3
(No. 333-50249).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: ________ __, 1998
AMERUS LIFE HOLDINGS, INC.
By: /s/ James A. Smallenberger
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James A. Smallenberger
Senior Vice President and
Secretary
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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1. Amended and Restated Articles of Incorporation of
the Registrant are incorporated herein by
reference to Exhibit 3.5 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
2. By-laws of the Registrant are incorporated herein
by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
3. Form of Certificate for shares of Class A Common
Stock of the Registrant is incorporated herein by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (No. 333-12239).
4. Form of Subordinated Indenture by and between the
Registrant and First Union National Bank, as
Indenture Trustee, pursuant to which the Junior
Subordinated Debt is to be issued is incorporated
herein by reference to Exhibit 4.3 of the
Registrant's Registration Statement on Form S-3
(No. 333-50249).
5. Certificate of Trust of AmerUs Capital II is
incorporated herein by reference to Exhibit 4.4 of
the Registrant's Registration Statement on Form S-3
(No. 333-50249).
6. Form of Amended and Restated Declaration of Trust
of AmerUs Capital Trust II is incorporated herein
by reference to Exhibit 4.6 of the Registrant's
Registration Statement on Form S-3 (No. 333-50249).
7. Form of Common Trust Securities Guarantee
Agreement by the Registrant is incorporated herein
by reference to Exhibit 4.10 of the Registrant's
Registration Statement on Form S-3 (No. 333-50249).
8. Form of QUIPS Guarantee Agreement by the
Registrant is incorporated herein by reference to
Exhibit 4.11 of the Registrant's Registration
Statement on Form S-3 (No. 333-50249).
9. Form of Master Unit Agreement between the
Registrant and First Union National Bank is
incorporated herein by reference to Exhibit 4.12
of the Registrant's Registration Statement on Form
S-3 (No. 333-50249).
10. Form of Call Option Agreement between Goldman,
Sachs & Co. and First Union Bank is incorporated
herein by reference to Exhibit 4.13 of the
Registrant's Registration Statement on Form S-3
(No. 333-50249).
11. Form of Pledge Agreement among the Registrant,
Goldman, Sachs & Co. and First Union National Bank
is incorporated by reference to Exhibit 4.14 of
the Registrant's Registration Statement on Form S-3
(No. 333-50249).
