SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
AMERUS LIFE HOLDINGS, INC.
(NAME OF ISSUER)
7.00% ADJUSTABLE CONVERSION-RATE
EQUITY SECURITY UNITS
(TITLE OF CLASS OF SECURITIES)
030734206
(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)
November 30, 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 N/A
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY ---------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 395,200
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,200
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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)
8.60%
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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 N/A
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
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
395,200
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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)
8.60%
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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 7.00% Adjustable Conversion-Rate
Equity Security Units (the "ACES"), 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.
The filing of this form does not constitute an admission that
the ACES constitute a derivative of an equity security.
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.
On November 30, 1998, AmerUs Group purchased 15,000 ACES in a
series of open market transactions, for an aggregate of $343,725. On
December 1, 1998, AmerUs Group purchased an additional 330,200 ACES in a
series of open market transactions, for an aggregate of $7,384,938. AmerUs
Group purchased an additional 50,000 ACES on December 3, 1998, in a series
of open market transactions, for an aggregate of $1,217,625. AmerUs Group
obtained the funds for these transactions from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
AmerUs Group has invested in the ACES for general investment
purposes and may, from time to time, acquire or dispose of ACES, depending
on market conditions and other factors.
(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 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.
Ownership of Voting Interests of AmerUs
In 1995, the Board of Directors of AmerUs' predecessor adopted a
plan of reorganization 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 a result of the reorganization, 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, no par value
(the "AmerUs Class B Common Stock"), and a substantial number of shares of
AmerUs Class A Common Stock, no par value (the "AmerUs Class A Common
Stock"), are owned by AmerUs Group, a wholly-owned subsidiary of AMHC.
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 ACES
beneficially owned by AmerUs Group (directly) and AMHC (indirectly) is
395,200, representing approximately 8.60% of the outstanding ACES.
Information concerning beneficial ownership of ACES by officers and
directors is set forth on Schedule 1.
(b) AmerUs Group has sole power to dispose of all of the ACES
beneficially owned by it. There are no ACES with respect to which AmerUs
Group has shared power to dispose or direct the disposition. There are no
ACES with respect to which AMHC has sole or shared power to dispose or
direct the disposition.
(c) Except as disclosed in Item 3, there have been no
transactions in the ACES that were effected during the past sixty days by
AMHC, AmerUs Group or, to the knowledge of AMHC or AmerUs Group, any of
their respective officers or directors.
(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
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DATE
/s/ MICHAEL G. FRAIZER
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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
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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 ACES
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 is set forth below. Each
individual is a citizen of the United States.
Number of ACES
Name Principal Occupation Beneficially
Business Address or Employment Owned
---------------- -------------------- --------------
Roger K. Brooks * Chairman, President and Chief 0
699 Walnut Street Executive Officer of AmerUs,
Des Moines, Iowa AmerUs Group and AMHC
Victor N. Daley Senior Vice President, Chief 0
699 Walnut Street Administration & Human
Des Moines, Iowa Resources Officer of AmerUs,
AmerUs Group and AMHC
Michael G. Fraizer Senior Vice President, 0
699 Walnut Street Treasurer and Controller
Des Moines, Iowa of AmerUs, AmerUs Group
and AMHC
Thomas C. Godlasky Executive Vice President 0
699 Walnut Street and Chief Investment
Des Moines, Iowa Officer of AmerUs, AmerUs
Group and AMHC
Marcia S. Hanson Executive Vice President of 0
699 Walnut Street AmerUs and AmerUs Group
Des Moines, Iowa
Sam C. Kalainov * Chairman-Emeritus of 0
699 Walnut Street AmerUs Group and AMHC
Des Moines, Iowa
John R. Albers * President and Chief Executive 0
9400 North Central Officer of Fairfield
Expressway Enterprises, Inc.
Suite 1250
Dallas, Texas 75231
Wesley H. Boldt ** President of Quality Life 0
4401 Westown Parkway 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 0
465 Wells Way of First Alert, Inc.)
Osprey, Florida 34229
Thomas F. Gaffney * Managing Director of 7,000
880 Carillon Parkway Raymond James Capital, Inc.
St. Petersburg,
Florida 33716
John W. Norris, Jr. * Chairman and Chief Executive 0
P.O. Box 799900 Officer of Lennox
Dallas, Texas 75379 International, Inc.
Jack C. Pester * Senior Vice President of 0
Nine Greenway Plaza the Coastal Corporation
Houston, Texas 77046
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* 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.
