<PAGE> 1
As filed with the Securities and Exchange Commission on February 12, 1999.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERUS LIFE HOLDINGS, INC.
(Exact name of Company as specified in its charter)
<TABLE>
<S> <C>
IOWA 42-1459712
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
AMERUS LIFE HOLDINGS, INC. EXECUTIVE STOCK PURCHASE 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
(Name, address and telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (2) AGGREGATE FEE
(1) OFFERING
PRICE (2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities of AmerUs Life
Holdings, Inc. . . . . . . . . . . . .
- ----------------------------------------------------------------------------------------------------------------------
Class A Common Stock of AmerUs Life
Holdings, Inc., no par value(3). . . .
- ----------------------------------------------------------------------------------------------------------------------
Purchase Contracts of AmerUs Life
Holdings, Inc.(4) . . . . . . . . . . .
- ----------------------------------------------------------------------------------------------------------------------
Capital Securities of AmerUs Capital II
(5) . . . . . . . . . . . . . . . . .
- ----------------------------------------------------------------------------------------------------------------------
Unit(s)(6) . . . . . . . . . . . . . .
- ----------------------------------------------------------------------------------------------------------------------
AmerUs Life Holdings, Inc. Guarantees
with respect to the Capital Securities
of AmerUs Capital II (7) . . . . . .
- ----------------------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . . . . . . $25,000,000 100% $25,000,000 $6,950
======================================================================================================================
</TABLE>
(1) Such indeterminate number or amount of Debt Securities, Class A Common
Stock, Purchase Contracts, Units, and Guarantees of AmerUs Life Holdings,
Inc. (the "Company") and Capital Securities of AmerUs Capital II as may
from time to time be offered at indeterminate prices under this employee
benefit plan. Debt Securities of the Company have been issued and sold to
the AmerUs Capital II, and such Debt Securities may later be distributed to
the holders of Capital Securities of the AmerUs Capital II for no further
consideration upon a dissolution of any such AmerUs Capital II and the
distribution of the assets thereof. The amount registered is in United
States dollars or the equivalent thereof in any other currency, currency
unit or units, or composite currency or currencies.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). The aggregate offering price of the Debt
Securities, Class A Common Stock, Purchase Contracts, Units, and Capital
Securities will not exceed $25,000,000.
(3) Also consists of such currently indeterminate number of shares of Class A
Common Stock to be issuable by the Company upon settlement of the Purchase
Contracts of the Company.
(4) Each Purchase Contract of the Company obligates the Company to sell, and
the holder thereof to purchase a number of shares of Common Stock of the
Company.
(5) Each Capital Security of AmerUs Capital II represents a preferred undivided
beneficial interest in the assets of AmerUs Capital II.
(6) Each Unit consists initially of a Capital Security of AmerUs Capital II and
a Purchase Contract.
(7) No separate consideration will be received for the Guarantees of the
Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and Note 1 to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by AmerUs Life Holdings, Inc. (the
"Company"), 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
Company's Annual Report on Form 10-K for the year ended December 31, 1997; (ii)
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998, (iii) the description of the
Company's Class A Common Stock, no par value, which is contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
January 3, 1997, including any amendment or report filed for the purpose of
updating such description and (iv) the description of the Company's 7.00%
Adjustable Conversion-rate Equity Security Units (the "Units"), which is
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on July 17, 1998, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company or the AmerUs Life
Holdings, Inc. Executive Stock Purchase Plan (the "Plan"), 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 indicate that all
securities offered by this Registration Statement have been sold or which
deregister 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
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Statement (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Joseph K. Haggerty, Esq., Senior Vice President and General Counsel of the
Company, participates in the employee benefit plans of the Company and holds
3,000 shares of the Company's Class A Common Stock, options in respect of 10,000
shares of the Company's Class A Common Stock and no Units.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 851 and 856 of the Iowa Business Corporation Act (the "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 Bylaws 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
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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 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 7. EXEMPTION FROM REGISTRATION.
Not Applicable.
ITEM 8. EXHIBITS.
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 referenced 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)).
4.3 Subordinated Indenture by and between the Company and First
Union National Bank, as Indenture Trustee (incorporated by
reference to Exhibit 4.15 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998).
4.4 Certificate of Trust of AmerUs Capital II (incorporated by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-3 (No. 333-50249)).
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EXHIBIT NO. DESCRIPTION
4.5 Amended and Restated Declaration of Trust of AmerUs Capital
Trust II (incorporated herein by reference to Exhibit 4.5 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.6 Common Trust Securities Guarantee Agreement by the Company
(incorporated by reference to Exhibit 4.17 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
4.7 QUIPS Guarantee Agreement by the Company (incorporated
herein by reference to Exhibit 4.8 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
4.8 Master Unit Agreement between the Company and First Union
National Bank (incorporated herein by reference to Exhibit
4.9 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
4.9 Call Option Agreement between Goldman, Sachs & Co. and First
Union Bank (incorporated by reference to Exhibit 4.10 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.10 Pledge Agreement among the Company, Goldman, Sachs & Co. and
First Union National Bank (incorporated by reference to
Exhibit 4.11 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
5.1* Opinion of Joseph K. Haggerty, Esq., Senior Vice President
and General Counsel of the Company, 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 Company (included in the Opinion
filed as Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
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EXHIBIT NO. DESCRIPTION
24.1* Power of Attorney (set forth on the signature page of this
Registration Statement).
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(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 this 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 this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs a(1)(i) and a(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant
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to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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.
* * *
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company
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 12th day of
February.
AMERUS LIFE HOLDINGS, INC.
By: /S/ Roger K. Brooks
-----------------------------
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, 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.
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Pursuant to the requirements of the Securities Act, 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:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
Chairman, President and Chief
/s/ Roger K. Brooks Executive Officer (Principal
- ------------------- Executive Officer) and a Director 2/12/99
Roger K. Brooks
/s/ Michael G. Fraizer Senior Vice President and Chief
- ------------------------- Financial Officer(Principal Financial 2/12/99
Michael G. Fraizer Officer)
/s/ John R. Albers
- -------------------------
John R. Albers Director 2/12/99
/s/ Malcolm Candlish
- -------------------------
Malcolm Candlish Director 2/12/99
/s/ Maureen M. Culhane
- -------------------------
Maureen M. Culhane Director 2/12/99
/s/ Sam C. Kalainov
- -------------------------
Sam C. Kalainov Director 2/12/99
/s/ Ralph W. Laster, Jr.
- -------------------------
Ralph W. Laster, Jr. Director 2/12/99
/s/ John W. Norris, Jr.
- -------------------------
John W. Norris, Jr. Director 2/12/99
/s/ Jack C. Pester
- -------------------------
Jack C. Pester Director 2/12/99
/s/ John A. Wing
- -------------------------
John A. Wing Director 2/12/99
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Articles of Incorporation (incorporated
by referenced 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)).
4.3 Subordinated Indenture by and between the Company and First
Union National Bank, as Indenture Trustee (incorporated by
reference to Exhibit 4.15 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998).
4.4 Certificate of Trust of AmerUs Capital II (incorporated by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-3 (No. 333-50249)).
4.5 Amended and Restated Declaration of Trust of AmerUs Capital
Trust II (incorporated herein by reference to Exhibit 4.5 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.6 Common Trust Securities Guarantee Agreement by the Company
(incorporated by reference to Exhibit 4.17 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
4.7 QUIPS Guarantee Agreement by the Company (incorporated
herein by reference to Exhibit 4.8 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
4.8 Master Unit Agreement between the Company and First Union
National Bank (incorporated herein by reference to Exhibit
4.9 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
<PAGE> 12
EXHIBIT NO. DESCRIPTION
4.9 Call Option Agreement between Goldman, Sachs & Co. and First
Union Bank (incorporated by reference to Exhibit 4.10 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.10 Pledge Agreement among the Company, Goldman, Sachs & Co. and
First Union National Bank (incorporated by reference to
Exhibit 4.11 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
5.1* Opinion of Joseph K. Haggerty, Esq., Senior Vice President
and General Counsel of the Company, 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 Company (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).
*Filed herewith.
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Exhibit 5.1
February 12, 1999
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 to 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 (the
"Commission") for the registration under the Securities Act of 1933, as amended,
of shares of the Company's Class A Common Stock (the "AMH Stock"), the Company's
7.00% Adjustable Conversion-rate Equity Security Units (the "Aces Units") and
the underlying securities thereto to be offered and sold to certain officers and
employees of the Company under the AmerUs Life Holdings, Inc. Executive Stock
Purchase 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 AMH Stock will,
when sold, be legally issued, fully paid and non-assessable and that the Aces
Units and the underlying securities thereto, when sold, will be legally issued
and binding obligations of the Company.
I hereby reaffirm my opinion, dated as of June 8, 1998 with respect to
the Company's Registration Statement filed on Form S-3 (No. 333-50249) with the
Commission as such opinion relates to the Aces Units and the underlying
securities offered thereby.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Joseph K. Haggerty
------------------------
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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
February 11, 1999
