SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER: 0-21459
AMERUS LIFE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of principal executive offices, including zip code)
IOWA 42-1459712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's telephone number, including area code (515) 362-3600
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Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which Registered
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Class A Common Stock (no par value) New York Stock Exchange
7.00% Adjustable Conversion-rate Equity Security Units
issued by AmerUs Capital II, a subsidiary trust New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
Title of each class
8.85% Capital Securities, Series A issued by
AmerUs Capital I, a subsidiary trust
Class A Common Stock Warrants
6.95% Senior Notes
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. /x/ yes / / no
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. /x/
Aggregate market value of voting stock held by non-affiliates of the Registrant
as of February 29, 2000: $255,600,922.
Number of shares outstanding of each of the Registrant's classes of common stock
on February 29, 2000 was as follows:
Class A, Common Stock 25,072,902 shares
Class B, Common Stock 5,000,000 shares
DOCUMENTS INCORPORATED BY REFERENCE
Notice of 2000 Annual Meeting of Shareholders and Proxy Statement
(incorporated into Part III)
<PAGE>
EXPLANATORY NOTE
The number, 333-91493, pertaining to a Registration on Form S-8, filed by the
Company on November 23, 1999, was inadvertently omitted from the Consent of
Independent Auditors in Exhibit 23.1 to the Report on Form 10-K filed by the
Company on March 8, 2000. In addition, the number, 333-40065, pertaining to a
Registration on Form S-4, filed by the Company on November 12, 1997, was
incorrectly identified in such exhibit as a Registration on Form S-8. The
accompanying 10-K/A restates Exhibit 23.1 with these corrections.
INDEX TO EXHIBITS
Exhibit No. Description
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23.1 Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERUS LIFE HOLDINGS, INC.
*
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Date: March 8, 2000 Roger K. Brooks
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.
*
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Roger K. Brooks Chairman, President and Chief Executive Officer
(principal executive officer) and Director
s/ Michael G. Fraizer
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Michael G. Fraizer Executive Vice President and Chief Financial Officer
(principal financial officer)
*
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Brenda J. Cushing Vice President and Controller
(principal accounting officer)
*
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John R. Albers Director
*
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Malcolm Candlish Director
<PAGE>
*
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Maureen M. Culhane Director
*
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Thomas F. Gaffney Director
*
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Sam C. Kalainov Director
*
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Ralph W. Laster, Jr. Director
*
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John W. Norris, Jr. Director
*
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Jack C. Pester Director
*
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John A. Wing Director
* By: /s/ Michael G. Fraizer
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Michael G. Fraizer
(Attorney-in-Fact)
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
AmerUs Life Holdings, Inc.
We consent to incorporation by reference in the Registration Statement Nos.
333-32201, 333-32203, 333-20907, 333-20905, 333-63895, 333-72237, and 333-91493
on Forms S-8, Registration Statement No. 333-40065 on Form S-4, and Registration
Statement Nos. 333-72643 and 333-50249 on Forms S-3 of our reports dated
February 2, 2000, relating to the consolidated balance sheets of AmerUs Life
Holdings, Inc. and subsidiaries as of December 31, 1999 and 1998, and related
consolidated statements of income, comprehensive income, stockholders' equity,
and cash flows and related schedules for each of the years in the three-year
period ended December 31, 1999, which appears in the December 31, 1999 annual
report on Form 10-K of AmerUs Life Holdings, Inc.
KPMG LLP
Des Moines, Iowa
March 8, 2000
