<PAGE>
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. 2)
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)
December 31, 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)
(Page 1 of 8 Pages)
<PAGE>
CUSIP NO. 030732 13D PAGE 2 OF 8 PAGES
- ---------------- -----------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AmerUs Group Co.
42-1459713
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* [ ] (a) [ ] (b)
3 SEC USE ONLY
4 SOURCES OF FUNDS*
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa
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-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON* HC, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 030732 13D PAGE 3 OF 8 PAGES
- ---------------- -----------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Mutual Holding Company
42-1458424
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* [ ] (a) [ ] (b)
3 SEC USE ONLY
4 SOURCES OF FUNDS*
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa
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-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON* HC, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 2 amends the Statement on Schedule 13D (the
"Statement") filed with the Securities and Exchange Commission filed with the
Commission on December 4, 1998, as amended on December 22, 1998, 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") with respect 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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
(a) Item 5(a) is hereby amended and supplemented as follows:
As of the date hereof, AmerUs Group and AMHC do not beneficially own
any ACES.
(b) Item 5(b) is hereby amended and supplemented as follows:
As of the date hereof, there are no ACES with respect to which AmerUs
Group or AMHC has sole or shared power to dispose or vote or to direct the
disposition or vote.
(c) Item 5(c) is hereby amended and supplemented as follows:
On December 31, 1998, AmerUs Group sold 451,000 ACES to AmerUs in a
private sale for an aggregate of $10,324,352.50, representing a per ACE price of
$22.89. On December 17, 1998, Thomas F. Gaffney, Managing Director of Raymond
James Capital, Inc. and a director of AmerUs, AmerUs Group and AMHC, purchased
1,000 ACES in an open market transaction at a per ACE price of $22.00 (excluding
commission). Except as disclosed pursuant to this Item 5, 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) Not applicable.
(e) December 31, 1998.
Page 4 of 8
<PAGE>
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.
January 6, 1999
-----------------------------------
DATE
/s/ Michael G. Fraizer
-----------------------------------
NAME: MICHAEL G. FRAIZER
TITLE: SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
AMERUS GROUP CO.
Page 5 of 8
<PAGE>
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.
January 6, 1999
-----------------------------------
DATE
/s/ Michael G. Fraizer
-----------------------------------
NAME: MICHAEL G. FRAIZER
TITLE: SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
AMERICAN MUTUAL HOLDING COMPANY
Page 6 of 8
<PAGE>
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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR NUMBER OF ACES
BUSINESS ADDRESS EMPLOYMENT BENEFICIALLY OWNED
<S> <C> <C>
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 and Chief 0
699 Walnut Street Financial Officer of AmerUs,
Des Moines, Iowa AmerUs Group and AMHC
Thomas C. Godlasky Executive Vice President and 0
699 Walnut Street Chief Investment Officer of
Des Moines, Iowa 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 AmerUs 0
699 Walnut Street Group and AMHC
Des Moines, Iowa
John R. Albers * President and Chief Executive 0
9400 North Central Expressway Officer of Fairfield Enterprises,
Suite 1250 Inc.
Dallas, Texas 75231
Page 7 of 8
<PAGE>
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 Area 0
2006 South Ankeny Blvd. Community College
Ankeny, Iowa 50021
Malcolm Candlish * Retired (Former Chairman of 0
465 Wells Way First Alert, Inc.)
Osprey, Florida 34229
Thomas F. Gaffney * Managing Director of Raymond 8,000
880 Carillon Parkway James Capital, Inc.
St. Petersburg, Florida 33716
John W. Norris, Jr. * Chairman and Chief Executive 0
P.O. Box 799900 Officer of Lennox International,
Dallas, Texas 75379 Inc.
Jack C. Pester * Senior Vice President of the 0
Nine Greenway Plaza Coastal Corporation
Houston, Texas 77046
</TABLE>
* 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.
Page 8 of 8
