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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported: January 12, 2000)
AMERUS LIFE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
IOWA 0-21459 42-1459712
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (515) 362-3600
ITEM 5. OTHER EVENTS
Please see the News Release and Investor Presentation attached hereto
as Exhibits 99.1 and 99.2.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERUS LIFE HOLDINGS, INC.
By:
-----------------------
Michael G. Fraizer
Senior Vice President &
Chief Financial Officer
Dated: January 12, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 News Release
99.2 Investor Presentation
Exhibit 99.1
AMERICAN MUTUAL HOLDING COMPANY AND INDIANAPOLIS LIFE INSURANCE COMPANY
ANNOUNCE MERGER PLAN
DES MOINES, Iowa (January 12, 2000) -- American Mutual Holding Co. (AMHC), a
mutual insurance holding company, AmerUs Life Holdings, Inc. (NYSE: AMH), a
publicly traded subsidiary of AMHC, and Indianapolis Life Insurance Co. (ILICo),
a mutual life insurance company, announced today that they have agreed to terms
for a merger.
AMHC will proceed with its previously announced demutualization and also merge
with ILICo. As part of that merger, ILICo will demutualize. As a result of these
transactions, the members of ILICo will receive 11.25 million shares of the
resulting publicly traded company. The current members of AMHC will still
receive 17 million shares of the resulting publicly traded company and over $300
million in other assets as detailed in the demutualization plan approved by AMHC
in December 1999. Current public shareholders of AmerUs Life Holdings will
exchange their shares on a one-for-one basis for stock in the new company. As a
part of the transaction, AMHC will make an initial investment of $100 million in
a downstream holding company of ILICo and enter into an agreement to manage the
investment activities of ILICo.
The contemplated transactions are subject to, among other things, definitive
documentation, approval of the board of directors of each party, appropriate
policyholder/member and shareholder approvals and receipt of required regulatory
approvals.
The combined companies will have over $17 billion in assets, over $3 billion of
premium revenues, over $50 billion of life insurance in force and $1.1 billion
in shareholder equity. The group will produce life insurance and annuities in
all fifty states and the District of Columbia.
"This merger will create a public company with an extensive, highly-competitive
product line, strong financial resources, significant distribution capabilities
and broad geographic reach," said Roger K. Brooks, chairman, president and CEO
of AMHC. "Together we will be a leading producer of fixed annuities and life
insurance in the United States."
<PAGE>
The combined companies will be headquartered in Des Moines. Indianapolis Life
and its subsidiaries will retain their names and continue to be based in
Indianapolis and New York. When the merger is complete, Brooks will be chairman,
president and CEO of the new company and Larry R. Prible will be vice chairman
of the new company and will remain president and CEO of Indianapolis Life.
"This transaction addresses three important strategic goals," said Prible,
chairman, president and CEO of ILICo. "It pushes value and liquidity out to our
policyholders, creates a significant platform for Indianapolis Life within a
larger organization, and represents a commitment to our agents, our employees
and the communities in which we live and work." Additionally, Prible stated that
"Indianapolis Life will continue a strong presence in Indianapolis and New York
and will continue the company's historic role as a sponsor of community events
and contributor to worthy causes."
AMHC's operating subsidiaries include AmerUs Life Insurance Co., American
Investors Life Insurance Co., Financial Benefit Life Insurance Co. and Delta
Life and Annuity Co. ILICo's operating subsidiaries include IL Annuity and Life
Insurance Co., Bankers Life Insurance Company of New York, and Western Security
Life Insurance Co.
AMHC is the first mutual insurance holding company in the U.S. AMHC is owned by
its members who are also policyowners of AmerUs Life Insurance Company, a
subsidiary of AMHC that was formed in 1896. As of September 30, 1999, AmerUs
Life Holdings' total assets were $10.9 billion and shareholders' equity totaled
$802.2 million.
Indianapolis Life is a 95-year-old mutual life insurance and annuity company
based in Indianapolis. It has assets of $5.7 billion and insurance in force of
$22.7 billion. The company and its subsidiaries do business in all 50 states and
the District of Columbia.
###
Exhibit 99.2
[AmerUs Life Holdings - Company Logo] [Indianapolis Life Insurance
Company - Company Logo]
INVESTOR PRESENTATION
JANUARY 12, 2000
<PAGE>
SAFE HARBOR DISCLOSURE
All statements, trends, analyses, and other information contained in this
material relative to trends in the Company's operations or financial results
constitute forward-looking statements under the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to known and
unknown risks, uncertainties and other factors which may cause actual results to
be materially different from those contemplated by the forward-looking
statements. There can be no assurances that other factors not currently
anticipated by management will not also materially and adversely affect the
Company's results of operations.
For a listing of factors which could cause actual results to differ materially
from those contemplated by the forward-looking statements, please refer to the
Company's Form 10-K filed with the Securities and Exchange Commission.
<PAGE>
TRANSACTION HIGHLIGHTS
o American Mutual will merge with Indianapolis Life
-- Indianapolis Life policyholders will receive 11.25 million shares of
post-demutualization AmerUs Group
-- American Mutual will also invest $100 million into, IL Group,
Indianapolis Life's downstream stock holding company
-- Total transaction value of $349 million
o Creates a significant competitor in the individual life and annuity markets
o Substantially accretive to 2001 EPS and cash EPS
o Will close at or after the demutualization of American Mutual
o Integration will begin immediately through a separate investment management
agreement between the two companies
<PAGE>
INVESTMENT PROFILE
o Compelling Transaction
-- Accretive to earnings and cash earnings
-- Enhances return on equity
-- Improves common stock liquidity
-- Creates significant competitor in core markets
-- Enhances product and geographic diversity
-- Broadens distribution capabilities
-- Significant, tangible operating synergies
-- Low integration risk
<PAGE>
DEMUTUALIZATION OVERVIEW
o AMH will merge up into American Mutual Holding Company
-- All American Mutual assets will be distributed to policyholders
-- One for one share exchange of AMH shares
-- New company named AmerUs Group Co.
o Pro forma ownership (100% public)
[pie chart - showing breakdown of ownership]
Former AMH Public Shareholders 31%
Former Indianapolis Life Policyholders 27%
Former AMHC Members 42%
<PAGE>
OVERVIEW OF AMERUS GROUP
o Focused provider of individual life and annuity products
-- Complete range of life and annuity products
-- Strong commitment to superior customer service and retention
o High quality, conservatively managed investment portfolio
o Nationwide presence through multiple distribution channels
-- Powerful presence in annuity IMO channel
-- Loyal core of preferred producers
-- Strong growth of PPGA distribution system
<PAGE>
OVERVIEW OF INDIANAPOLIS LIFE
o Highly respected mutual life insurer
o Full complement of life and annuity products
o Substantial growth in revenues and assets during the past two years
o Core competencies in product development and alternative distribution
arrangements
-- Significant investment in information technology
-- Distribution through PPGA's, general agencies, IMOs, banks and private
labeling arrangements
-- Similar targetmarkets in complementary geographic areas
<PAGE>
OVERVIEW OF INDIANAPOLIS LIFE (CONT'D)
o Financial highlights:
-- LTM revenues: $465.8 million
-- LTM net operating income(a): $33.0 million
-- 9/30/99 Total assets: $5.96 billion
-- 9/30/99 GAAP equity(b): $379.4 million
o Experienced management team and low employee turnover
o [Embraces the change to a public company performance based environment]
(a) Before minority interest and excluding capital gains.
(b) Adjusted to include minority interest.
<PAGE>
INDIANAPOLIS LIFE CORPORATE STRUCTURE
[organizational chart]
ILICO is 100% owned by its Members
Ownership of Indianapolis Life Group of Companies is shared by ILICO with 61.3%
ownership (1), AUL with 32.4% ownership (1), and Legacy with 6.3% ownership. (1)
Indianapolis Life Group of Companies has 100% controlling interest in four (4)
operating subsidiaries: IL Annuity, Bankers Life of NY, Western Security Life,
and IL Securities.
(1) The $100 million investment will be used to buy out minority investors in IL
Group and to make an additional capital contribution of $24 million.
<PAGE>
ORGANIZATIONAL STRUCTURE
o Indianapolis Life will operate as an independent brand
-- Increased flexibility to respond to customer needs
-- Multi-brand approach maximizes revenue growth opportunities
o Indianapolis Life management and employees are expected to make a
significant contribution
-- Roger Brooks will remain Chairman and CEO, Larry Prible to be named
Vice Chairman
-- Opportunities for success and advancement improve with enhanced
competitive position of company
o Plan to draw on best practices and core competencies of each company to
improve operating efficiency and fuel future growth
<PAGE>
STRATEGIC RATIONALE
o Enhance operating platform and increase competitive position within
financial services industry
-- Improved geographic and product diversification
-- Continued expansion of distribution network
o Excess capital deployed in financially attractive and accretive transaction
-- Near-term acceleration of ROE improvement trend
-- Proven integration skills aid in achieving targeted synergies
o Achieve operational and financial critical mass
-- Large, growing block of life policies
-- Dominant player in fixed annuity market
-- With demutualization, creates significantly larger public float
<PAGE>
A COMPLEMENTARY PRESENCE IN LIFE OPERATIONS
[graphic - map of U.S.]
Map of United States with certain states shaded to show presence by each
company.
AmerUs Indianapolis Life Overlap
- ------ ----------------- -------
IA FL CA
IL IN
MN NY
TX WI
AmerUs Top 5 States
-------------------
State Premium % of Total
- ----------------------------------------------------
CA $38.4 mm 12.2%
IA 31.6 10.1
MN 28.1 8.9
TX 21.9 7.0
IL 19.3 6.2
- ---------------------------------------------------
Top 5 $139.3 44.4%
ILICO Top 5 States
------------------
State Premium % of Total
- ----------------------------------------------------
NY $28.8 mm 14.4%
IN 27.5 13.8
CA 15.5 7.7
FL 12.6 6.3
WI 10.3 5.2
- ---------------------------------------------------
Top 5 $94.7 47.4%
<PAGE>
WELL MATCHED LIFE PRODUCT FOCUS
[2 pie charts - one for AmerUs Life Holdings, Inc. and one for Indianapolis Life
Insurance Company - three (3) slices of each pie labeled Term Life, Whole Life,
and Universal Life]
Term Life Whole Life Universal Life
--------- ---------- --------------
AmerUs Life Holdings (a) 18% 53% 29%
Indianapolis Life Insurance Company (a) 21% 55% 24%
(a) 1998 New life sales
<PAGE>
A SIGNIFICANT POSITION IN THE ANNUITY MARKET
[graphic - map of U.S. with various states shaded identifying Annuity Market
Share stated in percentages]
Annuity Market Share
--------------------
State >4% 3%-4% 2%-3% 1%-2%
- ----- --- ----- ----- -----
AR o
AZ o
CA o
CO o
IA o
ID o
IN o
KS o
MS o
ND o
NE o
NM o
OH o
OK o
SC o
SD o
TN o
TX o
UT o
WA o
<PAGE>
EXPANSION OF DISTRIBUTION CHANNELS
[table]
Producer Type AMH ILICO Combined
- ------------- --- ----- --------
Career 778 -- 778
PPGA 1,942 1,954 3,896
Independent Agents 3,225 13,160 16,385
IMO Independent Agents 5,327 2,094 7,421
Wholesaler Broker/Dealers 617 660 1,277
Registered Reps 11,335 16,000 27,335
------ ------ ------
Total 23,224 33,868 57,092
====== ====== ======
<PAGE>
IDENTIFIED AREAS FOR
POTENTIAL COST SAVINGS
o Investment Management
o Asset / Liability Management
o Distribution Management
o Product Development
o Annuity Management
o Corporate Functions
o IT Development
<PAGE>
TOTAL REVENUE
[bar chart showing Total Revenue]
$ in Thousands
1996 1997 1998 Sept. 1998 Sept. 1999
---- ---- ---- ---------- ----------
AmerUs Life Holdings $505,213 $364,699 $690,616 $518,072 $545,610
Indianapolis Life
Insurance Company 326,133 351,094 408,122 303,576 353,137
Pro Forma Combined 831,346 715,793 1,098,738 821,648 898,747
<PAGE>
NET OPERATING INCOME
[bar chart showing Net Operating Income]
$ in Thousands
1996 1997 1998 Sept. 1998 Sept. 1999
---- ---- ---- ---------- ----------
AmerUs Life Holdings $37,623 $49,051 $68,882 $52,149 $54,514
Indianapolis Life
Insurance Company 8,600 13,622 22,244 15,288 26,022
Pro Forma Combined 46,223 62,673 91,126 67,437 80,536
<PAGE>
TOTAL ASSETS
[bar chart showing Total Assets]
$ in Millions
1996 1997 1998 Sept. 1999
---- ---- ---- ----------
AmerUs Life Holdings $4,384 $10,254 $10,429 $10,924
Indianapolis Life
Insurance Company 2,137 2,997 4,865 5,957
Pro Forma Combined 6,521 13,251 15,294 16,881
<PAGE>
TOTAL EQUITY(1)
[bar chart showing Total Equity]
$ in Thousands
1996 1997 1998 Sept. 1999
---- ---- ---- ----------
AmerUs Life Holdings $457,510 $927,991 $850,198 $802,247
Indianapolis Life
Insurance Company 282,947 314,341 385,056 379,402
Pro Forma Combined 740,457 1,242,332 1,235,254 1,181,649
(1) Adjusted to include Indianapolis Life Insurance Company minority interests.
<PAGE>
TRANSACTION RECAP
o Increases operational and financial scale
o Expands distribution
o Accretive to earnings
o Fuels further ROE improvement
