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As filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
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> <C>
Common Stock, no par value 100,000
per share Shares $18.50 $1,850,000 $514
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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.
<PAGE> 3
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3600
--------------------------
1999 NON-EMPLOYEE STOCK OPTION PLAN
--------------------------
100,000 shares of Class A Common Stock, no par value per share, of AmerUs
Life Holdings, Inc. (the "Company") will be offered upon the exercise of
options ("Options") and may be offered, at the Company's election, upon the
exercise of stock appreciation rights ("Stock Appreciation Rights") granted to
insurance agents and other non-employees of the Company and its subsidiaries
pursuant to its 1999 Non-Employee Stock Option Plan (the "Plan").
The exercise price, number of shares that may be received upon exercise,
and certain other terms of each Option and/or Stock Appreciation Right will be
set forth in a separate stock option agreement and/or stock appreciation rights
agreement entered into between the Company and the agent or other non-employee
of the Company granted such Option or Stock Appreciation Right under the Plan.
The shares of Class A Common Stock delivered pursuant to the Plan may be
authorized but unissued shares and/or issued shares purchased by the Company on
the open market or in negotiated transactions. The Class A Common Stock is
listed on the New York Stock Exchange under the symbol "AMH."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN SECURITIES OFFERED BY THIS PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS,
OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SINCE SUCH DATE.
---------------------------------
The date of this Prospectus is ________, 1999
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
periodic reports, proxy and information statements and other information with
the Securities and Exchange Commission (the "Commission"). The Company has
filed a Registration Statement on Form S-3 (the "Registration Statement") with
the Commission under the Securities Act of 1933 (the "Securities Act") with
respect to the Securities. This Prospectus does not contain all the
information, exhibits and undertakings contained in the Registration Statement,
to which reference is hereby made. Statements contained in this Prospectus as
to the terms of any contract or other document are not necessarily complete
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement. Reference is made to the exhibits for
a more complete description of the matter involved. Such reports, proxy and
information statements, the Registration Statement and other information filed
with the Commission by the Company may be inspected at and obtained from the
Commission at its public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission'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. Copies of such material
can also be obtained, at prescribed rates, by mail from the Public Reference
Section of the Commission at its Washington, D.C. address set forth above. In
addition, material filed by the Company, can be obtained and inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 on which the Company's Common Stock is listed. Such material may
also be accessed electronically by means of the Commission's home page on the
World Wide Web located at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS RELATING TO
THE COMPANY WHICH ARE NOT DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN THE
EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO SUCH DOCUMENTS) ARE AVAILABLE, WITHOUT CHARGE, ON ORAL OR
WRITTEN REQUEST BY ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED. Written or
telephone requests should be directed to James A. Smallenberger, Senior Vice
President and Secretary, AmerUs Life Holdings, Inc., 699 Walnut Street, Des
Moines, Iowa 50309-3948 (telephone number (515) 362-3600). The Annual Report
on Form 10-K for the fiscal year ended December 31, 1997, and all other reports
filed with the Commission pursuant to the requirements of Section 13(a) or
15(d) of the Exchange Act since that date are hereby incorporated by reference
in this Prospectus. The description of the Company's Class A Common Stock
contained in the Company's registration statement on Form 8-A filed by the
Company with the Commission on January 3, 1997, including any amendments or
reports filed for the purpose of updating such description, is also hereby
incorporated by reference in this Prospectus.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
Offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part of this Prospectus from the date of filing thereof. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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 Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE IOWA
COMMISSIONER OF INSURANCE NOR HAS THE IOWA COMMISSIONER OF INSURANCE 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
DISCUSSED OR INCORPORATED 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 ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE CONTEMPLATED OR PROJECTED IN SUCH FORWARD LOOKING STATEMENTS INCLUDE,
AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (I) HEIGHTENED COMPETITION,
INCLUDING THE ENTRY OF NEW COMPETITORS AND THE DEVELOPMENT OF NEW PRODUCTS BY
COMPETITORS; (II) ADVERSE STATE AND FEDERAL LEGISLATION AND REGULATION,
INCLUDING INCREASES IN MINIMUM CAPITAL AND RESERVES, AND OTHER FINANCIAL
VIABILITY REQUIREMENTS AND ADDITIONAL REGULATIONS OF MUTUAL HOLDING COMPANIES;
(III) FAILURE TO DEVELOP MULTIPLE DISTRIBUTION CHANNELS IN ORDER TO OBTAIN NEW
CUSTOMERS OR FAILURE TO RETAIN EXISTING CUSTOMERS; (IV) INABILITY TO CARRY OUT
MARKETING AND SALES PLANS, INCLUDING, AMONG OTHERS, CHANGES TO CERTAIN PRODUCTS
AND ACCEPTANCE OF THE REVISED PRODUCTS IN THE MARKET; (V) LOSS OF KEY
EXECUTIVES; (VI) CHANGES IN INTEREST RATES CAUSING A REDUCTION OF INVESTMENT
INCOME; (VII) GENERAL ECONOMIC AND BUSINESS CONDITIONS WHICH ARE LESS FAVORABLE
THAN EXPECTED; (VIII) UNANTICIPATED CHANGES IN INDUSTRY TRENDS; (IX)
INACCURACIES IN ASSUMPTIONS REGARDING FUTURE MORBIDITY, PERSISTENCY, MORTALITY
AND INTEREST RATES USED IN CALCULATING RESERVE AMOUNTS; (X) ADVERSE CHANGES IN
RATINGS ASSIGNED BY RATING AGENCIES; (XI) CHANGES IN TAX LAWS WHICH NEGATIVELY
AFFECT DEMAND FOR THE COMPANY'S PRODUCTS; (XII) 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 THE COMPANY; AND (XIII) THE RISK FACTORS OR
UNCERTAINTIES LISTED HEREIN OR LISTED FROM TIME TO TIME IN THIS PROSPECTUS OR
ANY DOCUMENT INCORPORATED BY REFERENCE HEREIN. A VARIETY OF FACTORS COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTED
RESULTS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS, INCLUDING THOSE
SET FORTH IN THIS PROSPECTUS OR THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN.
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THE COMPANY
The Company is an insurance holding company engaged through its
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. The Company was formed in 1996 as a result of the creation of
American Mutual Holding Company ("AMHC"), the first mutual insurance holding
company in the United States. AMHC owns 100% of AmerUs Group Co., the
Company's controlling shareholder. The Company's principal subsidiaries are
AmerUs Life Insurance Company, Delta Life Corporation and AmVestors Financial
Corporation.
The principal executive office of the Company is located at 699 Walnut
Street, Des Moines, Iowa 50309-3948. Its telephone number is (515) 362-3600.
Additional information concerning the Company and its business activities is
contained in the incorporated documents, to which reference is hereby made.
THE PLAN
The following questions and answers set forth the terms and conditions of
the Plan.
WHO ADMINISTERS THE PLAN?
The Plan shall be administered by Douglas K. Owens, Vice
President-Compensation of the Company or any successor designated by the
Company's Chief Human Resources Officer or the Board of the Directors of the
Company (the "Administrator").
WHO IS ELIGIBLE TO RECEIVE AN AWARD?
Agents and other Non-Employees of the Company and its subsidiaries will be
eligible to receive Options or Stock Appreciation Rights (Options and Stock
Appreciation Rights are collectively referred to as "Awards") under the Plan
pursuant to criteria established by the Administrator. Each such Agent or
other Non-Employee who receives an Award under the Plan is referred to as a
"Participant." The Company has 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 (i) is an agent, managing general agent, personal
producing agent or other person, (ii) is an independent contractor and (iii)
receives commissions in connection with the sale of life insurance or annuities
issued by a subsidiary of the Company, and a "Non-Employee" is a person who is
neither an Agent nor an employee of the Company or any of its subsidiaries, but
significantly contributes to the success of the Company and/or any of its
subsidiaries.
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ON WHAT BASIS ARE AWARDS GRANTED?
With respect to each January 1 to December 31 period (a "Plan Year"), the
Company will determine a method pursuant to which the Company will grant Awards
to Participants. For each Plan Year, the Company will announce whether Awards
will be granted, the criteria under which Awards will be granted, the vesting
requirements for Awards granted and all other provisions designated by the
Administrator with respect to Awards to be granted during the ensuing Plan
Year.
OPTIONS
HOW ARE OPTION PRICES DETERMINED?
The price at which each Option will be granted under the Plan will be
determined by the Administrator at the time of grant, but will not be less than
the closing price of the Common Stock reported on the New York Stock Exchange
(or the principal market on which the Common Stock is traded, if not listed on
that exchange) as of the date of the grant.
WHEN CAN AN OPTION BE EXERCISED?
Subject to certain restrictions, Options are exercisable to the extent
vested. Each Option will have an expiration date (which will not exceed ten
years from the date of grant), at which time such Options, to the extent not
previously exercised, will terminate. The schedule for the vesting of Options
will be determined by the Administrator. The Administrator may also condition
the exercise of Options upon the attainment of performance goals or other
criteria.
HOW IS AN OPTION EXERCISED?
An Option may be exercised in full or in part (subject to a minimum of 100
shares of Common Stock or the number of shares as to which the Option is then
exercisable, whichever is less) by delivering written notice to the Company and
payment of the exercise price. A person exercising an Option will become a
shareholder of the shares of Common Stock for which the 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.
Certificates for shares of Common Stock will be issued in due course.
HOW MAY THE OPTION PRICE BE PAID?
Payment of the exercise price of an Option may be made in cash (including
check) or, in the sole discretion of the Administrator and subject to any
conditions set forth in the option agreement, by the tender of previously held
shares of the Company's Common Stock or both. If payment by the tender of
Common Stock is made, the value of each share tendered shall be
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deemed to 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.
STOCK APPRECIATION RIGHTS
WHAT ARE STOCK APPRECIATION RIGHTS?
Awards of Stock Appreciation Rights will be designated in stock units
("Stock Units"). The Administrator will determine the number of Stock Units
granted upon 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 equal in value to the difference between the fair market
value of one share of Common Stock on the date of exercise of such Stock Unit
and the fair market value of one share of Common Stock on the date of grant of
such Stock Unit. The Administrator will determine if the Participant will
receive cash or shares of Common Stock upon exercise of Stock Units.
WHEN CAN STOCK APPRECIATION RIGHTS BE EXERCISED?
Stock Appreciation Rights may be exercised after an initial restriction
period, the length of which will be determined by the Administrator. After the
restriction period, the Stock Appreciation Rights will be exercisable for a
period determined by the Administration, which will not exceed ten years from
the date of grant.
GENERAL PROVISIONS
HOW MANY SHARES OF COMMON STOCK ARE
AVAILABLE FOR AWARDS UNDER THE PLAN?
Subject to adjustments for stock splits, stock dividends and other similar
changes in the number and character of shares of Common Stock subject to
Awards, Awards may be granted for up to 100,000 shares of Common Stock under
the Plan. Shares delivered pursuant to exercises of Options or in connection
with Stock Appreciation Rights may be authorized but unissued shares of Common
Stock, issued shares of Common Stock which have been reacquired by the Company
or a combination thereof.
WHAT HAPPENS IF THERE IS A STOCK SPLIT OR STOCK DIVIDEND?
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 will be
appropriately adjusted.
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WHO ELSE MAY EXERCISE AN AWARD?
Awards are not transferable other than by will or by the laws of descent
and distribution upon death. In the case of death, an Award may be exercised
within thirty (30) days, to the same extent that the Participant could have
exercised the Award at the time of death, by the individual's estate or persons
entitled to the Award through the terms of a will or by the operation of the
laws of descent and distribution.
WHEN DO AWARDS TERMINATE?
All Awards terminate at the end of the term established by the
Administrator at the date of grant which may be no longer than ten years from
the date of grant.
If a Participant's relationship with the Company or a subsidiary is
terminated for any reason (including by reason of death or disability) other
than a Material Breach, the Participant (or his or her heirs in the case of
death) may exercise his or her Award(s), solely to the extent that such person
was entitled to do so at the date of such termination, at any time or from time
to time within thirty (30) days after the date of such termination. To the
extent not exercised within such thirty (30) day period, any such unexercised
Awards will automatically terminate. In the event of a change in the
Participant's relationship with the Company or any of its subsidiaries in which
the Participant maintains or enters into a different contract or relationship
with the Company or a subsidiary, the Administrator will determine whether
these provisions are applicable. This includes a change by an Agent from one
contract to a different contract that does not include a minimum production
requirement.
In the event of a Material Breach by a Participant that results in the
termination of such Participant's relationship with the Company or a subsidiary
of the Company, then any unexercised Awards granted to such Participant will
automatically terminate on the date that the Company or the subsidiary gives
notice to the Participant of such Material Breach and/or the termination of any
contract with the Participant. "Material Breach" means any breach by the
Participant, or if the Participant is a general agent of a subsidiary of the
Company, the Participant's insurance agency, of a contract or an agreement with
the Company or any of its subsidiaries which breach constitutes conduct by the
Participant that is injurious to the Company or any of its subsidiaries,
monetarily or otherwise, including any act of dishonesty or improper sales.
WHAT HAPPENS IF THE PARTICIPANT'S RELATIONSHIP WITH
THE COMPANY OR ANY OF ITS SUBSIDIARIES TERMINATES?
The Participant will not be eligible to receive Awards that might have
otherwise been awarded after the date of termination of such relationship. Any
outstanding but unexercised Awards will terminate as described in the preceding
paragraph.
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IS THE STATUS OF AN INDIVIDUAL HOLDING AN AWARD AFFECTED?
No. The granting of an Award to a Participant does not confer any right
to continue his or her relationship with the Company or its subsidiaries nor
interfere in any way with the right of the Company or its subsidiaries to
terminate its relationship with a Participant at any time.
WHAT HAPPENS TO THE AWARDS UPON A
CHANGE OF CONTROL OF THE COMPANY?
In the event of a merger, consolidation of the Company or tender offer for
shares of Common Stock, the Administrator has the power to make such
adjustments to the Awards as he or she deems necessary or appropriate,
including the substitutions of new Awards, the termination or adjustment of
outstanding Awards and the acceleration or removal of restrictions on
outstanding Awards.
DOES A PARTICIPANT HAVE ANY RIGHTS AS A SHAREHOLDER?
No. A Participant has no rights as a shareholder with respect to any
shares of Common Stock subject to an Award until the date of issuance of such
shares.
WHERE WILL THE SPECIFIC TERMS AND
CONDITIONS OF MY AWARD BE EXPLAINED?
The terms and conditions governing each Award will be contained in an
agreement or agreements between the Company and the Participant. The terms of
the agreement(s) shall be in accordance with the terms of the Plan, but may
include additional provisions and restrictions, at the Administrator's
discretion, that are not inconsistent with the Plan.
ARE THERE ANY OTHER CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE OR
DELIVER COMMON STOCK UPON THE EXERCISE OF AN AWARD?
The Company's 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, the Company has the sole discretion to deliver cash or
shares of Common Stock upon the exercise of Stock Appreciation Rights.
ARE THERE ANY CONSIDERATIONS REGARDING THE
RESALE OF SHARES ISSUED?
Shares of Common Stock acquired pursuant to the Plan may be sold publicly.
However, shares owned by persons who may be deemed to be "affiliates" of the
Company as defined in the
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Rules of the Securities and Exchange Commission under the Securities Act may
not be re-offered or resold except pursuant to a separate prospectus covering
such shares, pursuant to Rule 144 of such Rules, or pursuant to another
exemption from registration under the Securities Act.
TAX CONSIDERATIONS
WHAT TAX CONSIDERATIONS AFFECT 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 income tax purposes. When an Option
is exercised, the Participant recognizes, as ordinary income, the excess of the
fair market value of the stock on the date of exercise over the exercise price.
The Company will be entitled to an income tax deduction to the same extent and
at the same time as income is recognized by the Participant.
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 such share results in the
recognition of short-term or long-term capital gain or loss (the "holding
period") will commence 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 ("previously owned stock") as payment of the exercise price of shares to
be acquired by the exercise of an Option, such 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
such shares used to determine the amount of taxable income arising from the
exercise of such Option. A Participant's holding period for such excess shares
will commence on the date the shares are transferred to the Participant.
WHAT TAX CONSIDERATIONS AFFECT STOCK APPRECIATION RIGHTS?
Generally, no taxable income is realized upon the grant of a Stock
Appreciation Right. A person granted a Stock Appreciation Right will realize
ordinary income, and the Company will be allowed a deduction for federal income
tax purposes, 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. 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, and the holding
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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
commence on the date of transfer of the share to the person exercising the
Stock Appreciation Right.
WHAT TAX CONSIDERATIONS AFFECT AWARDS GENERALLY?
The Company will report the amount of taxable income arising from the
exercise of an Option or a Stock Appreciation Right on IRS Form 1099. Holders
of Options and Stock Appreciation Rights should consult their own tax advisors
to determine the income tax consequences to the individual of holding and
exercising any Awards granted under the Plan and of selling any stock acquired
pursuant to such exercise, as well as to determine the effect on the individual
of any state or local taxes.
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 granted under the Plan
expire, provided that no option will be granted after February 12, 2009. The
Administrator or the Board of Directors of the Company may at any time, amend,
suspend or terminate the Plan in any respect except that no such action shall
adversely affect or impair in any material respect any Award granted under the
Plan without the consent of the Participant holding such Award.
USE OF PROCEEDS
The Company will use any proceeds from the exercise of Awards for general
corporate purposes.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of the Company. Mr. Haggerty beneficially owns 3,000 shares of the
Company's Common Stock and has options to purchase 10,000 shares. Mr. Haggerty
is also in the process of purchasing and has committed to purchase shares of
Common Stock and units of the Company's 7.00% Adjustable Conversion-rate Equity
Security Units pursuant to the AmerUs Life Holdings, Inc. Executive Stock
Purchase Plan.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1997, have
been audited by KPMG Peat Marwick LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm 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>
<CAPTION>
<S> <C>
*Securities and Exchange Commission registration fee $ 514
Legal fees and expenses 16,750
Accounting fees and expenses **
Printing and engraving expenses **
Blue Sky fees and expenses **
Miscellaneous 700
TOTAL $17,964
</TABLE>
=
* Actual; other expenses are estimated.
** These expenses are nominal in amount.
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
II-1
<PAGE> 14
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 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).
* Filed herewith.
II-2
<PAGE> 15
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.
II-3
<PAGE> 16
(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 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
February, 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Roger K. Brooks Director, Chairman of the February 19, 1999
- -------------------------- Board, President and Chief
Roger K. Brooks Executive Officer (Principal
Executive Officer of AmerUs
Life Holdings, Inc.)
/s/ Michael G. Fraizer Senior Vice President February 19, 1999
- -------------------------- and Chief Financial Officer
Michael G. Fraizer (Principal Financial and
Accounting Officer of AmerUs
Life Holdings, Inc.)
/s/ Brenda J. Cushing Vice President and Controller February 19, 1999
- -------------------------- (Principal Accounting Officer
Brenda J. Cushing of AmerUs Life Holdings, Inc.)
/s/ John R. Albers Director February 19, 1999
- --------------------------
John R. Albers
/s/ Malcolm Candlish Director February 19, 1999
- --------------------------
Malcolm Candlish
/s/ Maureen M. Culhane Director February 19, 1999
- --------------------------
Maureen M. Culhane
/s/ Thomas F. Gaffney Director February 19, 1999
- --------------------------
Thomas F. Gaffney
/s/ Sam C. Kalainov Director February 19, 1999
- --------------------------
Sam C. Kalainov
/s/ Ralph W. Laster, Jr. Director February 19, 1999
- --------------------------
Ralph W. Laster, Jr.
/s/ Jack C. Pester Director February 19, 1999
- --------------------------
Jack C. Pester
/s/ John A. Wing Director February 19, 1999
- --------------------------
John A. Wing
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).
* Filed herewith.
<PAGE> 1
EXHIBIT 4.2
AMERUS LIFE HOLDINGS, INC.
1999 NON-EMPLOYEE STOCK OPTION PLAN
Section 1. Purpose. The purpose of this Plan is to provide a means to
recognize and reward persons who are not employees of the Company or any
Subsidiary but who make significant contributions to the success of the Company
and/or its Subsidiaries by assisting them in acquiring a proprietary interest
in the Company and/or by granting them value based on appreciation of the
Company's stock.
Section 2. Definitions. Unless the context clearly indicates otherwise,
the following terms, when used in this Plan, shall have the meanings set forth
below:
(a) "Administrator" shall mean Douglas K. Owens, Vice President
Compensation of the Company, or such successor as may be designated
from time to time by the Company's Chief Human Resources Officer or
the Board.
(b) "Agent" shall mean any person who (i) is an agent, general
agent, personal producing agent or other person, (ii) is an
independent contractor and (iii) receives Commissions in connection
with the sale of life insurance or annuities issued by a Subsidiary.
(c) "Agreements" shall mean Stock Option Agreements and/or Stock
Appreciation Rights Agreements.
(d) "Awards" shall mean Options and/or Stock Appreciation Rights.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Code" shall mean the Internal Revenue Code of 1986, as it
may be amended from time to time.
(g) "Commissions" shall mean commissions, overrides and other
amounts earned by an Agent in connection with the sale of life
insurance and/or annuities issued by the Company or a Subsidiary.
(h) "Common Stock" shall mean the Class A Common Stock, no par
value per share, of the Company, and any other stock or securities
resulting from the adjustment thereof or in substitution therefor as
described in Section 13 of this Plan.
(i) "Company" shall mean AmerUs Life Holdings, Inc., an Iowa
corporation.
(j) "Fair Market Value" with respect to the Common Stock as of
any date shall mean (i) in the event the Common Stock is listed on a
national securities exchange, the closing price as reported for
composite transactions on that date or, if no sales
<PAGE> 2
occurred on that date, then the closing price on the next preceding
date on which such sales of Common Stock occurred; (ii) in the event
the Common Stock is not listed on a national securities exchange, the
mean between the high bid and low asked prices reported for shares of
Common Stock traded over-the-counter on that date or, if no bid and
asked prices were reported on that date, then the mean between the
high bid and low asked prices on the next preceding date on which such
prices were reported; or (iii) in the event there are no
over-the-counter prices for the Common Stock and it is not listed on a
national securities exchange, the fair market value as determined by
the Administrator in his reasonable discretion.
(k) "Iowa Commissioner" shall mean the Commissioner of Insurance
of the State of Iowa.
(l) "Material Breach" shall mean any breach by a Participant or, if the
Participant is a general agent of a Subsidiary, by the Participant's
insurance agency, of a contract or agreement (written or implied) with
the Company or any Subsidiary which breach constitutes conduct by the
Participant or such agency that is injurious to the Company or any
subsidiary thereof, monetarily or otherwise, including any act of
dishonesty or improper sales practices. A Material Breach by a
Participant who is an Agent shall be conclusively presumed to have
occurred in the event a Subsidiary terminates such Agent's contract
for "cause" and/or in a manner that is effective immediately and that
affects the Agent's right to receive renewal commissions otherwise
payable under the Agent's contract.
(m) "Option" shall mean an option to purchase Common Stock
granted pursuant to this Plan.
(n) "Option Price" shall mean the price at which Common Stock may
be purchased under an Option, as provided in Section 6(d) of this
Plan.
(o) "Optionee" shall mean a Participant granted an Option under
the Plan.
(p) "Other Non-Employee" shall mean a person who is neither (i)
an Agent (or a person who would be an Agent but for the termination
of his or her Agent contract with a Subsidiary) nor (ii) an employee
of the Company or any subsidiary thereof, and who significantly
contributes to the success of the Company and/or a subsidiary
thereof.
(q) "Participant" shall mean an Agent or Other Non-Employee who
receives an Award granted pursuant to the Plan.
(r) "Plan" shall mean the AmerUs Life Holdings, Inc. 1999
Non-Employee Stock Option Plan.
2
<PAGE> 3
(s) "Plan Year" shall mean the calendar year, January 1 through December
31. The initial Plan Year shall commence on the effective date of the
Plan and terminate on December 31, 1999.
(t) "Restricted Period" shall mean, with respect to a particular Stock
Unit, the period determined by the Administrator during which the
Participant may not exercise his or her rights as to such Stock Unit,
which period shall be no shorter than one year from the date such
Stock Unit is awarded, except as otherwise determined by the
Administrator at the time of such award.
(u) "Stock Appreciation Rights" shall mean an Award pursuant to Section 8
hereof.
(v) "Stock Appreciation Rights Agreement" shall mean the written agreement
between a Participant and the Company evidencing the grant of Stock
Appreciation Rights hereunder and setting forth the number of Stock
Units granted and the terms and conditions of the grant.
(w) "Stock Option Agreement" shall mean the written agreement between an
Optionee and the Company evidencing the grant of an Option and setting
forth the terms and conditions of the grant.
(x) "Stock Unit" means a unit of Stock Appreciation Rights pursuant to
Section 8 of hereof.
(y) "Subsidiary" shall mean any corporation that qualifies as a subsidiary
corporation of the Company within the meaning of Section 424 of the
Code and sells life insurance and/or annuities.
Section 3. Administration of the Plan.
(a) The Administrator. The Administrator shall administer the Plan.
(b) Powers of the Administrator. With respect to each Plan Year, the
Company may determine a method pursuant to which the Company will
grant Awards to Participants. For each Plan Year, the Administrator
shall announce whether Awards will be granted, the criteria under
which Awards will be granted, the vesting requirements for Awards
granted and all other provisions designated by the Administrator with
respect to Awards to be granted during such Plan Year. The
Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as
the Administrator shall from time to time deem advisable, to interpret
the terms and provisions of the Plan (and any Agreements and/or other
agreements relating
3
<PAGE> 4
thereto), and to otherwise supervise the administration of the Plan.
(c) Agreements. Each Award shall be evidenced by a written Agreement
containing such provisions as may be approved by the Administrator.
Each such Agreement shall constitute a binding contract between the
Company and the Participant, and each Participant, upon acceptance of
such Agreement, shall be bound by the terms and restrictions of the
Plan and of such Agreement. The terms of each such Agreement shall be
in accordance with the Plan, but each agreement may include such
additional provisions and restrictions determined by the
Administrator, in his discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of the
Plan or with the terms previously announced by the Administrator as
the criteria under which Awards will be granted. The Administrator
and such other officers as shall be designated by the Administrator
are hereby authorized to execute Agreements on behalf of the Company
and to cause them to be delivered to the recipients of Awards.
(d) Timing of Grants. The date of grant of an Award shall, for all
purposes, be the date on which the Administrator makes the
determination of granting such Award or, for Awards as to which the
Administrator imposes one or more conditions on the granting of the
Award, the date of the grant may be a later date expressly
contemplated as the date of such grant. Notice of the determination
shall be given to each Participant to whom an Award is granted within
a reasonable time after the date of such grant.
(e) Effect of Administrator's Decisions. All decisions, determinations
and interpretations by the Administrator shall be final and conclusive
on all persons affected thereby.
Section 4. Eligibility to Receive Awards. Agents and Other Non-Employees
will be eligible to receive Awards under the Plan pursuant to criteria
established from time to time by the Administrator. In order for an Agent to
receive Awards, the Agent's contract with a Subsidiary must be in effect on the
date of the grant.
Section 5. Shares Available for Awards under the Plan.
(a) Aggregate Number of Shares Available. Subject to any adjustments
pursuant to Section 13 of this Plan, the aggregate number of shares of
Common Stock and Stock Units as to which Awards may be granted under
the Plan shall be one hundred thousand (100,000) shares. Shares
delivered by the Company pursuant to exercises of Options or in
connection with Stock Appreciation Rights may be authorized but
unissued shares of Common Stock, issued shares of Common Stock which
have been reacquired by the Company, or a combination thereof, as the
Administrator shall from time to time determine.
4
<PAGE> 5
(b) Effect of Expiration of Awards. If any outstanding Award under the
Plan for any reason expires or is terminated without having been
exercised in full, the shares of Common Stock and/or Stock Units
subject to but not issued pursuant to such Award shall, unless the
Plan has been terminated, become available for the granting of further
Awards under the Plan.
Section 6. Terms and Conditions of Options. Each Option granted under
the Plan shall comply with and be subject to the terms and conditions provided
below, as well as such other terms and conditions as may be determined pursuant
to Section 3 or by the Administrator. The related Stock Option Agreement will
specify the following terms of each Option:
(a) Number of Shares. The number of shares of Common Stock to which an
Option relates shall be determined by the Administrator pursuant to
the criteria prescribed for the applicable Plan Year and shall be
specified in the related Stock Option Agreement.
(b) Exercise Period. Options granted under the Plan shall be exercisable
for such periods as may be determined by the Administrator not to
exceed ten years and set forth in the related Stock Option Agreements,
subject to the provisions of Section 9 hereof.
(c) Vesting of Options. The Administrator shall determine the schedule
for the vesting of Options. Except as otherwise determined by the
Administrator at grant, no Option shall be exercisable prior to the
first anniversary date of the granting of the Option. The
Administrator may condition the exercise of an Option upon the
attainment of specified performance goals or such other criteria as
the Administrator may determine, in his sole discretion. The terms
and provisions of Options need not be the same with respect to each
Optionee.
(d) Option Price. The Option Price for each Option shall be determined by
the Administrator at the time of the grant but shall not be less than
the Fair Market Value as of the date of the grant.
Section 7. Method of Exercise; Payment of Option Price
(a) Method of Exercise. An Option may be exercised as to any or all full
shares of Common Stock as to which the Option has become exercisable
in accordance with the terms of the related Stock Option Agreement and
the provisions of this Plan by delivering to the Company written
notice of such exercise in the manner hereinafter specified in Section
18, provided, however, that an Option may not be exercised at any one
time as to less than one hundred (100) shares (or such number of
shares as to which the Option is then exercisable if such number of
shares is less
5
<PAGE> 6
than one hundred (100) shares). Such written notice shall specify the
number of shares of Common Stock with respect to which the Option is
being exercised and shall be accompanied by payment in full of the
Option Price for such shares. The date of exercise of an Option or
portion thereof shall be the date of receipt by the Company of such
written notice as determined in accordance with the provisions of
Section 18 of the Plan. The date of issuance of shares of Common
Stock shall be as soon as practicable after exercise but shall be no
earlier than a date which is at least ten (10) business days after
receipt of notice of exercise. Until shares are actually issued,
those shares shall not be deemed outstanding for any purpose.
(b) Payment of Option Price. Payment for shares purchased upon exercise
of an option may be made
(i) in cash (including a check, bank draft or money order), or
(ii) with the approval of the Administrator, by delivering to the
Company shares of Common Stock already owned by the Optionee
("Previously Held Shares") having a Fair Market Value
(determined as of the day preceding the date on which the Option
is exercised) equal to the Option Price of the shares of Common
Stock as to which the Option is being exercised, or
(iii) with the approval of the Administrator, by a combination of the
methods described in (i) and (ii) above.
Section 8. Stock Appreciation Rights. Any Stock Appreciation Rights
shall be subject to the following terms and conditions, and to such other terms
and conditions as are either applicable generally to Awards or are prescribed
by the Administrator in a Stock Appreciation Rights Agreement with the
Participant:
(a) Number of Stock Units. The number of Stock Units to which an Award of
Stock Appreciation Rights relates shall be determined by the
Administrator pursuant to the method prescribed for the applicable
Plan Year and shall be specified in the related Stock Appreciation
Rights Agreement.
(b) Exercise Period. Stock Appreciation Rights granted under the Plan
shall be exercisable for such periods as may be determined by the
Administrator not to exceed ten years and set forth in the related
Stock Appreciation Rights Agreement, subject to the provisions of
Section 9 hereof.
(c) Exercise Rights. On any business day after the Restricted Period ends
and before the exercise period expires for a particular Stock Unit,
the Participant may exercise his or her rights as to such Stock Unit
as provided herein. Upon such exercise, the Participant shall be
entitled to receive, for each Stock Unit, an amount in cash or
6
<PAGE> 7
shares of Common Stock equal in value to the difference between (i)
the Fair Market Value of one share of Common Stock on the business day
when such exercise occurs and (ii) the Fair Market Value of one share
of Common Stock on the date of grant of such Stock Unit. Payment
shall be made to the Participant within ten days after the date of
such exercise. The Administrator has the right to determine the form
of payment any Participant shall receive upon exercising his or her
rights as to each Stock Unit.
Section 9. Termination of Relationship.
(a) If the Participant's contractual or other relationship (as an Agent or
otherwise) with the Company or a Subsidiary is terminated for any
reason (including by reason of death or disability) other than a
Material Breach, the Participant (or his or her heirs in the case of
death) may exercise the Award, solely to the extent that such
Participant was entitled to do so at the date of such termination, at
any time or from time to time within thirty (30) days after the date
of such termination and, to the extent not exercised within this
period, any such unexercised Awards shall automatically terminate. In
addition, the Participant will not be eligible to receive Awards that
would otherwise be awarded after the date of such termination. In the
event of a change in the Participant's relationship with the Company
or a Subsidiary where the Participant maintains or enters into a
different contract or relationship with the Company or a subsidiary
thereof (including, without limitation, instances where an Agent
terminates one contract and enters into a different contract that
does not include a minimum production requirement), the Administrator
will determine whether the provisions of this Section are applicable.
(b) In the event a Participant's relationship with the Company or any
Subsidiary is terminated for a Material Breach, any unexercised Award
granted to such Participant shall automatically terminate on the date
that the Company or a Subsidiary gives notice to such Participant of
such Material Breach and/or of the termination of any contract with
such Participant.
Section 10. Modification, Extension and Renewal of Awards. Subject to the
terms and conditions and within the limitations of the Plan, the Administrator
in his discretion may modify, extend or renew outstanding Awards granted under
the Plan, or accept the surrender of outstanding Awards (to the extent not
theretofore exercised) and authorize the granting of new Awards hereunder in
substitution therefor. Notwithstanding the foregoing, however, no modification
(other than adjustments as provided by Section 13 hereof) of an Award shall,
without the consent of the Participant, materially alter or impair any rights
or obligations under any Award theretofore granted to such Participant.
Section 11. Governing Law. This Plan, each grant of an Award hereunder
and the related Stock Option Agreement, and all determinations made and actions
taken pursuant thereto, to the extent not otherwise governed by the Code, the
federal securities laws or any other laws of the United States, shall be
governed by the laws of the State of Iowa and construed in accordance
7
<PAGE> 8
therewith without giving effect to principles of conflicts of laws. This Plan
and any Awards granted hereunder are not qualified under Section 401(a) of the
Code and are not subject to any provisions of the Employee Retirement Income
Security Act of 1974, as amended.
Section 12. Withholding Taxes. The Company shall be entitled to require,
as a condition to its delivery of shares of Common Stock or cash upon the
exercise of an Award, that the Participant pay to the Company an amount
sufficient to satisfy all present or estimated future federal, state and local
withholding tax requirements related thereto. Subject to the further provisions
of this Section 12 and to the approval of the Administrator, an Optionee may
elect to satisfy applicable withholding tax liabilities by (i) having the
Company withhold from the shares of Common Stock otherwise issuable to the
Optionee upon his or her exercise of an Option that number of shares of Common
Stock having a Fair Market Value on the day preceding the date of such exercise
sufficient to satisfy the amount of such tax liabilities or (ii) delivering to
the Company that number of Previously Held Shares having a Fair Market Value on
the day preceding the date of such exercise sufficient to satisfy the amount of
such tax liabilities. Any such election will be irrevocable and must be made
prior to the date the Option exercise becomes taxable.
Section 13. Adjustments Upon Changes in Capitalization. The total number
and character of shares available for Awards under the Plan, the number and
character of shares subject to outstanding Awards, the Option Price and the
number and value of Stock Units shall be appropriately adjusted by the
Administrator in the event of any change in the number or character of
outstanding shares of Common Stock resulting from a stock dividend, subdivision
or combination of shares or reclassification. In the event of a merger or
consolidation of the Company or a tender offer for shares of Common Stock, the
Administrator may, without the consent of any Optionee, make such adjustments
with respect to Awards under the Plan and take such other actions as he deems
necessary or appropriate to reflect, or in anticipation of, such merger,
consolidation or tender offer, including, without limitation, the substitution
of new Awards, the issuance of substitute Awards to acquire shares of the
successor entity, the termination or adjustment of outstanding Awards, the
acceleration of Awards, or the removal of limitations or restrictions on
outstanding Awards.
Section 14. Nontransferability. No Award granted under the Plan shall be
transferable by a Participant otherwise than by will or by the laws of descent
and distribution, and any rights in connection with an Award may be exercised,
during the lifetime of the Participant, only by the Participant.
Section 15. No Right to Continued Status. Nothing in this Plan or in any
Award granted hereunder shall confer upon a Participant any right to continue
his or her relationship or contract with the Company or a Subsidiary nor
interfere or affect in any way the right of the Company or a Subsidiary to
terminate its relationship or contract with a Participant at any time and for
any reason. Except as specifically provided under eligibility rules established
and announced by the Administrator for specific Plan Years, no Agent or Other
Non-Employee shall have a right to be granted an Award or, having received an
Award, the right to be granted an Award under similar or different eligibility
rules in a subsequent Plan Year.
8
<PAGE> 9
Section 16. Rights as a Shareholder. A Participant shall have no rights
as a shareholder with respect to any shares of Common Stock subject to an Award
until the date of issuance to him or her of such shares. Upon exercise, the
date of issuance shall be as soon as practicable but shall be no earlier than a
date which is at least ten (10) business days after receipt of notice of
issuance. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock is issued, except as
provided in Section 13 hereof.
Section 17. Compliance with Law and Other Conditions. The obligation of
the Company to issue or deliver shares of Common Stock upon the exercise of
Options or in connection with the exercise of Stock Appreciation Rights shall be
subject to all applicable laws, regulations, rules and approvals of applicable
governmental and regulatory authorities. Notwithstanding any other provisions
of this Plan or any Agreements, the Company shall not be required to issue or
deliver any shares of Common Stock purchased upon the exercise of an Option or
delivered in connection with the exercise of Stock Appreciation Rights prior to
the fulfillment of the following conditions:
(i) The listing, or approval for listing upon notice of issuance, of such
shares on any securities exchange on which the Common Stock is then
listed;
(ii) The registration or any other qualification of such shares under any
state or federal securities law or regulation which the Administrator
shall, in his absolute discretion upon the advice of counsel, deem
necessary or advisable;
(iii) Any required filing, consent, approval or other clearance from the
Iowa Commissioner pursuant to Section 191-46.10 of the Iowa
Commissioner's regulations implementing Section 521A.14 of the Iowa
Code or any successor requirements; and
(iv) The obtaining of any other consent, approval, permit or other
clearance from any state or federal governmental or regulatory agency
which the Administrator shall, in his absolute discretion upon the
advice of counsel, determine to be necessary or advisable.
Section 18. Notices. Whenever any notice is required or permitted under
the Plan or any Stock Option Agreement, such notice must be in writing and
personally delivered or sent by courier or by mail. Any such notice shall be
deemed effectively given or delivered upon personal delivery or twenty-four (24)
hours after delivery to a courier service which guarantees overnight delivery or
five (5) days after deposit with the U.S. Post Office, by registered or
certified mail, return receipt requested, postage prepaid, addressed to the
person who is to receive such notice at the address which such person has
theretofore specified by written notice delivered in accordance herewith. The
Company or a Participant may change, at any time and from time to time, by
written notice to the other, the address theretofore specified for receiving
notices. Until changed in accordance
9
<PAGE> 10
herewith, the Company and each Participant shall specify as its or his or her
address for receiving notices the address set forth in the Stock Option
Agreement pertaining to the shares of Common Stock to which such notice relates.
Section 19. Amendment, Suspension or Termination of the Plan. The Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Administrator or the Board. No such
amendment, suspension or termination, other than adjustments for changes in
capitalization as provided in Section 13 hereof, shall adversely affect or
impair in any material respect any outstanding Award without the written consent
of the Participant affected thereby.
Section 20. Effective Date; Duration. The Plan shall become effective
upon the date of its approval by the Board. Unless earlier terminated by the
Board or the Administrator pursuant to the provisions of the Plan, the Plan
shall terminate on the tenth anniversary of its effective date. No Awards shall
be granted under the Plan after such termination date.
February 12, 1999
10
<PAGE> 1
Exhibit 5.1
AMERUS LIFE HOLDINGS, INC.
699 Walnut Street
Des Moines, Iowa 50309-3948
February 19, 1999
AmerUs Life Holdings, Inc.
699 Walnut Street
Des Moines, Iowa 50309-3948
Gentlemen:
I serve as General Counsel to AmerUs Life Holdings, Inc., an Iowa
corporation (the "Company"), and have served as the Company's counsel in
connection with the preparation of a Registration Statement on Form S-3 filed
by the Company with the Securities and Exchange Commission which relates to the
offer and sale of up to one hundred thousand (100,000) shares of Class A
Common Stock, no par value, of the Company pursuant to the 1999 Non-Employee
Stock Option Plan (the "Plan").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate as a basis for the
opinions set forth below including (i) the Registration Statement, (ii) the
Certificate of Incorporation and By-Laws of the Company, each as amended to the
date hereof, and (iii) resolutions of the Board of Directors of the Company
relating to the approval of the Plan, the issuance or offering of shares of
Common Stock pursuant to the Plan and the filing of the Registration Statement.
Based upon and subject to the foregoing, I am of the opinion that, when
(i) the Registration Statement has become effective under the Securities Act of
1933, (ii) any required consents and approvals have been obtained and (iii) the
shares of Common Stock have been issued or offered as contemplated by the Plan,
such shares of Common Stock will constitute duly issued, fully paid and
non-assessable shares of Common Stock of the Company.
I hereby consent to the reference to me under the heading "Legal Matters"
in the Prospectus and the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
/s/ Joseph K. Haggerty
------------------------
Joseph K. Haggerty
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
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-3 of AmerUs Life Holdings, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
Des Moines, Iowa
February 19, 1999
