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As filed with the Securities and Exchange Commission on April 19, 1999
Registration No. 333-72643
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
699 WALNUT STREET
DES MOINES, IOWA
(515) 362-3600
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
Copy to:
JAMES A. SMALLENBERGER RICHARD G. CLEMENS, ESQ.
Senior Vice President and Secretary Sidley & Austin
AmerUs Life Holdings, Inc. One First National Plaza
699 Walnut Street Chicago, Illinois 60603
Des Moines, Iowa 50309-3948 (312) 853-7000
(515) 362-3600
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.[X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
100,000 $18.50 $1,850,000 $514
Common Stock, no Shares
par value per share
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</TABLE>
(1) This Registration Statement is filed for up to 100,000 shares to be issued
or offered pursuant to the AmerUs Life Holdings, Inc. 1999 Non-Employee Stock
Option Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on the
average of the high and low prices of the Common Stock as reported on the New
York Stock Exchange on February 16, 1999 of $18.50 share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3600
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1999 NON-EMPLOYEE STOCK OPTION PLAN
--------------------------
We are offering 100,000 shares of our Class A common stock upon the
exercise of options and, at our discretion, upon the exercise of stock
appreciation rights granted to our insurance agents and other non-employees
under the 1999 Non-Employee Stock Option Plan.
When we grant an award of stock options or stock appreciation rights,
we will enter into a separate agreement with you which sets forth additional
terms of that award. You should refer to that stock option or stock appreciation
rights agreement for information concerning the exercise price and number of
shares that may be received when you exercise your stock options or stock
appreciation rights. The common stock is listed on the New York Stock Exchange
under the symbol "AMH."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS
DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN SECURITIES OFFERED BY THIS DOCUMENT. THIS DOCUMENT IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION IN THAT JURISDICTION. THIS DOCUMENT IS DATED ________, 1999, AND
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS
ACCURATE AS OF ANY OTHER DATE. NEITHER THE MAILING OF THIS DOCUMENT NOR THE
ISSUANCE OF ANY SECURITIES SHALL CREATE ANY IMPLICATION TO THE CONTRARY.
---------------------------------
The date of this Prospectus is ________, 1999
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AVAILABLE INFORMATION
Because we are subject to the informational requirements of the
Securities Exchange Act of 1934 we file periodic reports, proxy and information
statements and other information with the Securities and Exchange Commission. We
filed a registration statement on Form S-3 with the SEC under the Securities Act
of 1933 with respect to the securities. This prospectus does not contain all the
information, exhibits and undertakings contained in that registration statement.
Statements contained in this prospectus as to the terms of any contract or other
document are not necessarily complete with respect to each of those contracts,
agreements or other documents filed as an exhibit to the registration statement.
We refer you to the exhibits for a more complete description of those matters.
You can inspect and obtain the reports, proxy and information
statements, the registration statement and other information that we have filed
with the SEC
- at the SEC's public reference facilities at 450 Fifth Street,
N.W., Washington, D.C. 20549;
- at the SEC's regional offices located at Suite 1400, 500 West
Madison Avenue, Chicago, Illinois 60661, and at 7 World Trade
Center, 13th Floor, New York, New York 10048;
- at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; and
- electronically by means of the SEC's home page on the World Wide
Web located at http://www.sec.gov.
You can also obtain copies of these materials by mail at prescribed
rates from the public reference section of the SEC at its Washington, D.C.
address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act until we sell all of the securities.
1. Our annual report on Form 10-K for the fiscal year ended December
31, 1998;
2. All other reports filed with the SEC under the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act since December
31, 1998, including all current reports on Form 8-K; and
3. The description of the common stock contained in our registration
statement on Form 8-A filed with the SEC on January 3, 1997,
including any amendments or reports filed for the purpose of
updating that description.
The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded or modified by information in
this document or a later document we file with the SEC.
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These securities have not been approved or disapproved by the Iowa
Commissioner of Insurance nor has the Iowa Commissioner ruled upon the accuracy
or adequacy of this prospectus.
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. A number of matters and subject
areas that we discuss or incorporate by reference in this prospectus are not
limited to historical or current facts and deal with potential future
circumstances and developments. Factors that may cause our actual results to
differ materially from those contemplated or projected in any forward looking
statements include, among others, the following possibilities:
1. heightened competition, including new competitors and the
development of new products by competitors;
2. adverse state and federal legislation and regulation, including
increases in minimum capital and reserves, and other financial
requirements and additional regulations;
3. failure to develop multiple distribution channels in order to
obtain new customers or failure to retain existing customers;
4. inability to carry out marketing and sales plans, including
changes to some products and acceptance of the changed products
in the market;
5. loss of key executives;
6. changes in interest rates causing a reduction of investment
income;
7. general economic and business conditions that are less favorable
than expected;
8. unanticipated changes in industry trends;
9. inaccuracies in assumptions regarding future morbidity,
persistency, mortality and interest rates used in calculating
reserve amounts;
10. adverse changes in ratings assigned by rating agencies;
11. changes in tax laws which negatively affect demand for our
products;
12. management disruption, potential additional costs, liabilities
and uncertainties associated with the possible demutualization
of American Mutual Holding Company, a mutual holding company
which indirectly controls AmerUs; and
13. other risk factors or uncertainties listed above or listed from
time to time in this prospectus or any document incorporated by
reference in this prospectus.
A variety of factors could cause our actual results to differ
materially from the expected results expressed in our forward-looking
statements, including those set forth in this prospectus or those documents
incorporated by reference.
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AMERUS LIFE HOLDINGS, INC.
We are an insurance holding company engaged through our subsidiaries
in the business of marketing, underwriting and distributing a broad range of
individual life insurance and annuity products to individuals and businesses in
49 states, the District of Columbia and the U.S. Virgin Islands. We were formed
in 1996 as a result of the creation of American Mutual Holding Company, the
first mutual insurance holding company in the United States. AmerUs Mutual
Holding Company owns 100% of AmerUs Group Co., our controlling shareholder. Our
principal subsidiaries are AmerUs Life Insurance Company, Delta Life Corporation
and AmVestors Financial Corporation. Throughout this prospectus the words "we",
"us", "our" and "AmerUs" refer to both AmerUs and our subsidiaries.
Our principal executive office is located at 699 Walnut Street, Des
Moines, Iowa 50309-3948. Our telephone number is (515) 362-3600. You can find
additional information concerning AmerUs and our business activities in the
documents incorporated by reference in this prospectus.
THE PLAN
ADMINISTRATION OF THE PLAN
The plan will be administered by Douglas K. Owens, Vice
President-Compensation of AmerUs or any successor designated by the our chief
human resources officer or our board of directors.
PLAN ELIGIBILITY
Our agents and other non-employees will be eligible to receive options
or stock appreciation rights under the plan pursuant to criteria established by
the administrator. Each person who receives an award under the plan is referred
to as a participant. We have no obligation to select any or all agents or
non-employees for participation in the plan. For purposes of the plan, an agent
is a person who
- is an agent, managing general agent, personal producing agent or
other person,
- is an independent contractor, and
- receives commissions, overrides or other amounts in connection with
the sale of life insurance or annuities issued by one of our
subsidiaries.
A non-employee is a person who is neither an agent nor an employee, but
significantly contributes to our success.
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THE GRANT OF AWARDS
Each year we will announce whether awards will be granted, the
criteria for granting awards, the vesting requirements for awards granted and
all other provisions designated by the administrator with respect to those
awards to be granted during that year. Awards will consist of stock options
and/or stock appreciation rights.
OPTIONS
OPTION PRICES
When we grant an option, the administrator will determine its exercise
price. The exercise price will not be less than the closing price of the common
stock as of the date of grant reported on the New York Stock Exchange, or the
principal market on which the common stock is traded, if not listed on that
exchange.
EXERCISING AN OPTION
Subject to certain restrictions, participants may exercise options
that are vested. Each option will be effective for no more than ten (10) years.
If an option is not fully exercised by its expiration date it will terminate to
the extent not previously exercised. The administrator will determine the
schedule for the vesting of options. The administrator may also condition the
exercise of options on performance goals or other criteria.
A participant may exercise an option by delivering written notice to
us and paying the exercise price. Participants may exercise options in full or
in part, but not for less than 100 shares of common stock. Options exercisable
for less than 100 shares may only be exercised for the full number of shares
covered. A participant will become a shareholder of those shares for which an
option is exercised at the time the administrator determines that the exercise
is valid, the option price has been received and a certificate for the shares
has been issued. We will issue shares of common stock as soon as practicable
after exercise, but no sooner than ten (10) days after receiving notice of
exercise.
PAYMENT OF THE OPTION PRICE
A participant may pay the exercise price of an option in cash or by
check. If the administrator agrees, and the participant satisfies any conditions
in the option agreement, the participant can pay the exercise price by
delivering previously held shares of the common stock or by a combination of
cash and shares. If a participant uses shares for this payment, the value of
each share delivered shall be the closing price reported on the New York Stock
Exchange, or the principal market on which the common stock is traded, if not
listed on that exchange, on the last trading date prior to the date of exercise.
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STOCK APPRECIATION RIGHTS
We will designate awards of stock appreciation rights in stock units.
The administrator will determine the number of stock units granted for any award
of stock appreciation rights. Each stock unit granted to a participant entitles
that participant to receive an amount in cash or shares of common stock. The
value of a stock unit will be equal to the difference between the fair market
value of one share of common stock on the date of exercise of the stock unit and
the fair market value of one share of common stock on the date that we grant the
stock unit. The administrator will determine if the participant will receive
cash or shares of common stock upon exercise of stock units.
A participant may exercise his or her stock appreciation rights after
an initial restricted period. The administrator will determine the length of the
restricted period. The administrator will also determine the time frame, after
the initial restricted period, during which a participant may exercise his or
her stock appreciation rights. That time frame will be no more than ten (10)
years from the date of grant. The time frame will be stated in the participant's
stock appreciation rights agreement.
GENERAL PROVISIONS
AVAILABLE SHARES
Subject to adjustments for stock splits, stock dividends and other
changes in the number and character of shares of common stock available for
awards, we will grant awards for up to 100,000 shares of common stock under the
plan. The shares that we will deliver upon the exercise of options or in
connection with stock appreciation rights may be authorized but unissued shares
of common stock, issued shares of common stock which we have been reacquired or
a combination.
In the event of a stock split, stock dividend or similar change in the
number and character of shares of common stock available for awards, we will
adjust
- the number of shares of common stock available for awards under the
plan,
- the exercise price per share of common stock under each outstanding
option, and
- the number and value of stock units granted under the plan.
The purpose and effect of this type of adjustment is to give you the
same economic rights in our common stock that you had prior to a stock split,
stock dividend or similar change.
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THE EXERCISE OF AWARDS BY NON-PARTICIPANTS
You may not transfer awards other than by will or by the laws of
descent and distribution upon death. In the case of your death, your estate or
heirs may exercise the award within thirty (30) days of death, to the same
extent that you could have exercised the award at the time of your death.
THE TERMINATION OF AWARDS
All awards terminate at the end of the term established by the
administrator. The term may be no longer than ten (10) years from the date of
grant.
If we terminate our relationship with you for a material breach, any
unexercised awards you hold will automatically terminate on the date that we
give you notice of the material breach and/or the termination of your contract
with us. A "material breach" means that you have breached a contract or an
agreement with us and your breach constitutes conduct that causes us a monetary
or other injury, including any act of dishonesty or improper sales. If you are a
general agent, a material breach includes the conduct of your insurance agency.
If your relationship with us is terminated for any other reason,
including death or disability, you, or your heirs in the case of death, may
exercise your award(s), solely to the extent that you were entitled to do so at
the date of termination, for a period of thirty (30) days after the date of
termination. Any unexercised awards will automatically terminate to the extent
not exercised within this thirty (30) day period. The administrator will
determine whether these provisions apply in the event that you maintain or enter
into a different contract or relationship with us. This includes a change by an
agent from a contract that includes a minimum production requirement to one that
does not.
If your relationship with us terminates, you will not be eligible to
receive awards after the date of termination of the relationship. Any
outstanding but unexercised awards will terminate as described in the preceding
paragraph.
THE STATUS OF AN AWARD HOLDER
Receiving an award does not give you any right to continue your
relationship with us, and it does not interfere with our right to terminate our
relationship with you at any time.
You will not have rights as a shareholder for any shares of common
stock subject to an award until the date we issue those shares.
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CHANGE OF CONTROL OF AMERUS
If we are a party to a merger or consolidation or if there is a tender
offer for shares of our common stock, the administrator can make adjustments to
the awards as necessary or appropriate, including:
- substituting new awards,
- terminating or adjusting outstanding awards, and
- accelerating or removing restrictions on outstanding awards.
PARTICIPANT'S AGREEMENTS
The terms and conditions of your award(s) will be contained in an
agreement or agreements between you and us. The terms of your agreement(s) will
be consistent with the terms of the plan, but may include additional provisions
and restrictions that are not inconsistent with the plan.
CONDITIONS TO ISSUE OR DELIVER COMMON STOCK
Our obligation to issue or deliver shares of common stock upon the
exercise of an award is subject to applicable laws and the approval of
applicable governmental and regulatory authorities, including the consent or
approval of the Iowa Commissioner of Insurance, if necessary or appropriate. As
previously noted, we have the sole discretion to deliver cash or shares of
common stock upon the exercise of stock appreciation rights.
RESALE OF COMMON STOCK
You may publicly sell shares of common stock acquired pursuant to the
plan. However, if you may be considered our "affiliate" as defined in the SEC
rules under the Securities Act of 1933 any shares that you own may not be
re-offered or resold except:
- under a separate prospectus covering those shares,
- in connection with Rule 144 under the rules of the Securities Act,
or
- under another Securities Act exemption from registration.
TAX CONSIDERATIONS
OPTIONS
Options granted under the plan are non-qualified options under the
Internal Revenue Code. The grant of options will not result in the recognition
of taxable income for federal
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income tax purposes. When a participant exercises an option, the participant
recognizes, as ordinary income, the excess of the fair market value of the
common stock on the date of exercise over the exercise price. We will be allowed
a deduction for federal income tax purposes to the same extent and at the same
time as the participant recognizes income.
The tax basis of a share acquired by exercise of an option with a cash
payment will be its fair market value used to determine the amount of taxable
income arising from the exercise of the option. The holding period for purposes
of determining whether a subsequent sale of the share results in the recognition
of short-term or long-term capital gain or loss will begin on the day of
transfer of the share to the participant.
If a participant delivers shares of common stock that he or she
already owns as payment of the exercise price of shares acquired on the exercise
of an option, the delivery will not result in the recognition of a capital gain
or loss on the previously owned stock. The number of option shares received in
excess of the previously owned shares given up, in effect, are "purchased" with
the untaxed appreciation on the previously owned stock. A participant's tax
basis and holding period for the number of shares received equal to the number
of shares delivered will be the same as that for the shares delivered. A
participant's tax basis for shares received in excess of the number of shares
delivered will equal the fair market value of the shares used to determine the
amount of taxable income arising from the exercise of the option. A
participant's holding period for those excess shares will begin on the date the
shares are transferred to the participant.
STOCK APPRECIATION RIGHTS
Generally, a participant will not realize taxable income upon the
grant of a stock appreciation right. A person granted a stock appreciation right
will realize ordinary income on the date the stock appreciation right is
exercised in an amount equal to the sum of any cash received plus the fair
market value determined as of the date of exercise of any shares received. We
will be allowed a deduction for federal income tax purposes to the same extent
and at the same time as the participant recognizes income.
The tax basis of a share acquired by exercise of a stock appreciation
right will be its fair market value used to determine the amount of taxable
income arising from the exercise of the stock appreciation right. The holding
period for purposes of determining whether a subsequent sale of the share
results in the recognition of short-term or long-term capital gain or loss will
begin on the date of transfer of the share to the person exercising the stock
appreciation right.
GENERAL
We will report the amount of taxable income arising from the exercise
of an option or a stock appreciation right on IRS Form 1099. You should consult
your tax advisor to determine the income tax consequences of holding and
exercising any awards granted under the plan and of selling any stock acquired
pursuant to that exercise, as well as to determine the effect of any state or
local taxes.
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The plan is not qualified under Section 401(a) of the Internal Revenue
Code and is not subject to any provisions of the Employee Retirement Income
Security Act of 1974, as amended.
OTHER CONSIDERATIONS
The plan will continue in effect until all awards that we have granted
expire. We will not grant any awards under the plan after February 12, 2009. The
administrator or our board of directors may amend, suspend or terminate the
plan. However, no action shall adversely affect or impair in any material
respect any award granted under the plan without the consent of the participant
holding the award.
USE OF PROCEEDS
We will use any proceeds from the exercise of awards for general
corporate purposes.
LEGAL MATTERS
The legality of the common stock offered under this prospectus will be
passed upon by Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of AmerUs. Mr. Haggerty beneficially owns 20,654 shares of our common
stock and 10,668 units of our 7.00% Adjustable Conversion-rate Equity
Securities. Mr. Haggerty has options to purchase 15,000 shares of our common
stock.
EXPERTS
The consolidated financial statements appearing in our annual report
on Form 10-K for the year ended December 31, 1998, have been audited by KPMG
Peat Marwick LLP, independent auditors, as described in their report included
with the financial statements and incorporated by reference to this prospectus.
The consolidated financial statements are incorporated by reference to this
prospectus in reliance upon the report and given the authority of KPMG as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
offering described in this Registration Statement:
<TABLE>
<S> <C>
*Securities and Exchange Commission registration fee............. $ 514
Legal fees and expenses ......................................... 20,100
Miscellaneous ................................................... 1,000
TOTAL........................................................ $ 21,614
</TABLE>
* Actual; other expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 851 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 Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA. The
Company's By-laws extend the same indemnity to its officers. The Articles of
Incorporation provide that no director shall be liable to the Company 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 Company 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.
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The Company 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 Company 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 Company's Articles of
Incorporation and Iowa law.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference from Exhibit 3.5 to the Company's Registration Statement
on Form S-1 (No. 333-12239)).
3.2 Bylaws (incorporated by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 333- 12239)).
4.1 Form of Stock Certificate for shares of Class A Common Stock of the
Company (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (No. 333- 12239)).
4.2* 1999 Non-Employee Stock Option Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior Vice President and
General Counsel, regarding the legality of the securities being
issued hereunder.
23.1* Consent of Counsel (contained on Exhibit 5.1).
23.2** Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (contained on the signature page).
* Previously filed.
** Filed herewith.
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ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or 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 of 1933;
(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 aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 thereof.
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(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Des Moines, State of Iowa,
as of the 19th day of April, 1999.
By: /s/ Roger K. Brooks
--------------------------------
Roger K. Brooks
Chairman of the Board, President and
Chief Executive Officer
We, the undersigned officers and directors of AmerUs Life Holdings,
Inc., hereby severally and individually constitute and appoint Michael G.
Fraizer and James A. Smallenberger, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all
amendments to this Form S-3 and all instruments necessary or advisable in
connection therewith including, without limitation, a registration statement
under Rule 462, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done on the premises as fully and to all intents and purposes of
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by or said attorneys and agents or
each of them to any and all such amendments and instruments.
II-5
<PAGE> 18
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director, Chairman of the April 19, 1999
- ------------------------ Board, President and Chief
Roger K. Brooks Executive Officer (Principal
Executive Officer of AmerUs
Life Holdings, Inc.)
* Senior Vice President April 19, 1999
- ------------------------ and Chief Financial Officer
Michael G. Fraizer (Principal Financial and
Accounting Officer of AmerUs
Life Holdings, Inc.)
* Vice President and Controller April 19, 1999
- ------------------------ (Principal Accounting Officer
Brenda J. Cushing of AmerUs Life Holdings, Inc.)
* Director April 19, 1999
- ------------------------
John R. Albers
* Director April 19, 1999
- ------------------------
Malcolm Candlish
* Director April 19, 1999
- ------------------------
Maureen M. Culhane
* Director April 19, 1999
- ------------------------
Thomas F. Gaffney
* Director April 19, 1999
- ------------------------
Sam C. Kalainov
* Director April 19, 1999
- ------------------------
Ralph W. Laster, Jr.
* Director April 19, 1999
- ------------------------
Jack C. Pester
* Director April 19, 1999
- ------------------------
John A. Wing
* By: /s/ James A. Smallenberger
-------------------------------
James A. Smallenberger
Attorney in Fact
</TABLE>
II-6
<PAGE> 19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference from Exhibit 3.5 to the Company's Registration Statement
on Form S-1 (No. 333-12239)).
3.2 Bylaws (incorporated by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 333- 12239)).
4.1 Form of Stock Certificate for shares of Class A Common Stock of the
Company (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (No. 333- 12239)).
4.2* 1999 Non-Employee Stock Option Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior Vice President and
General Counsel, regarding the legality of the securities being
issued hereunder.
23.1* Consent of Counsel (contained on Exhibit 5.1).
23.2** Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (contained on the signature page).
*Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR
To the Board of Directors and Stockholders
of AmerUs Life Holdings, Inc.
Re: AmerUs Life Holdings, Inc.
Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-3
File No. 333-72643
Ladies and Gentlemen:
We consent to the use of our report incorporated by reference to this
Pre-Effective Amendment No.1 to the Registration Statement on Form S-3 of AmerUs
Life Holdings, Inc.
/s/ KPMG Peat Marwick LLP
Des Moines, Iowa
April 19, 1999
