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Registration No. 333-_______
As filed with the Securities and Exchange Commission on November 15, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COMMISSION FILE NUMBER 000-30898
AMERUS GROUP CO.
(Exact name of registrant as specified in its charter)
IOWA 42-1458424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of Principal Executive Offices) (Zip Code)
AMERUS GROUP CO. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
JOSEPH K. HAGGERTY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMERUS GROUP CO.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price fee
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<S> <C> <C> <C> <C>
Common Stock, no par
value 1,600,000 $27.09 $43,344,000 $11,442.82
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</TABLE>
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(1) The Registration Statement also covers an additional and indeterminate
number of shares which may become issuable because of the provisions of the Plan
relating to adjustments for changes resulting from stock dividends, stock splits
and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee as
contemplated by Rule 457(c) and (h)(1) and based on the average of the high and
low prices of the Registrant's Class A Common Stock as reported by the New York
Stock Exchange on November 14, 2000, the latest practicable date prior to the
filing of this Registration Statement.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
ITEM 1 PLAN INFORMATION*
ITEM 2 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* The information in Part I which is required by Rule 428 under the Securities
Act of 1933, as amended, to be contained in the Section 10 (a) prospectus is
omitted from the Registration Statement in accordance with the Note to Part I of
Form S-8 and Rule 424 under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant 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 Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
(iii) the Registrant's Reports on Form 8-K filed on January 13, 2000,
February 22, 2000 and June 26, 2000, Reports on Form 8-K/A filed on
January 20, 2000, March 6, 2000 and March 24, 2000 and a Report on Form
8-K12G3 filed on September 21, 2000; and
(iv) the description of the Registrant's Common Stock, no par value,
which is contained in the Registrant's Registration on Form S-4 filed
under the Exchange Act of 1934 on May 12, 2000, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 indicates that all securities
offered by this Registration Statement have been sold or which deregisters 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
<PAGE> 3
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the AmerUs Group Co. stock offered hereby will be passed
upon for AmerUs Group Co. by Joseph K. Haggerty, Esq., Senior Vice President and
General Counsel of AmerUs Group Co. Mr. Haggerty beneficially owns 20,950 shares
of AmerUs Group Co. common stock, has current exercisable options to purchase
10,367 shares of AmerUs Group Co. common stock and has beneficial ownership of
10,668 units of adjustable conversion-rate equity security units of AmerUs Group
Co.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's articles of incorporation provide that no director of the
Registrant will be liable to the Registrant or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
otherwise required by the Iowa Business Corporation Act (the "IBCA"). This
provision will not prevent stockholders from obtaining injunctive or other
equitable relief against directors nor will it shield directors from liability
under Federal or state securities laws. In addition, the articles of
incorporation provide that the Registrant will to the maximum extent permitted
by law, indemnify a person who incurs any loss by reason of the fact that he or
she is or was or has agreed to be a director or officer of the Registrant or
while a director or officer of the Registrant is or was serving at the request
of the Registrant as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, subject to such person
having met the standards of conduct required for such indemnification under Iowa
law.
The Registrant 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 Registrant 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 Registrant's
Articles of Incorporation and Iowa law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not Applicable.
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Registration No. 333-_______
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
4.1 Amended and Restated Trust Agreement dated as of February 3, 1997 among
the Registrant, Wilmington Trust Company, as property trustee, and the
administrative trustees named therein (AmerUs Capital I business trust),
filed as Exhibit 3.6 to the registration statement of the Registrant and
AmerUs Capital I on Form S-1, Registration Number 333-13713, is hereby
incorporated by reference.
4.2 Indenture dated as of February 3, 1997 between the Registrant and
Wilmington Trust Company relating to the Company's 8.85% Junior
Subordinated Debentures, Series A, filed as Exhibit 4.1 to the
registration statement of the Registrant and AmerUs Capital I on Form
S-1, Registration Number, 333-13713, is hereby incorporated by
reference.
4.3 Guaranty Agreement dated as of February 3, 1997 between the Registrant,
as guarantor, and Wilmington Trust Company, as trustee, relating to the
8.85% Capital Securities, Series A, issued by AmerUs Capital I, filed as
Exhibit 4.4 to the registration statement on Form S-1, Registration
Number, 333-13713, is hereby incorporated by reference.
4.4 Common Stock Purchase Warrant, filed as Exhibit (10)(v) to Form 10-Q of
AmVestors Financial Corporation dated May 13, 1992, is hereby
incorporated by reference.
4.5 Amended and Restated Declaration of Trust of AmerUs Capital II, dated as
of July 27, 1998, among the Registrant, First Union Trust Company and
the administrative trustees named therein, relating to the Registrant's
7.0% ACES Units, filed as Exhibit 4.5 on Form 10-Q, dated August 13,
1998, is hereby incorporated by reference.
4.6 Certificate of Trust of AmerUs Capital III filed as Exhibit 4.7 to the
registration statement of the Registrant, AmerUs Capital II and AmerUs
Capital III, on Form S-3 (No. 333-50249), is hereby incorporated by
reference.
4.7 Common Trust Securities Guarantee Agreement, dated as of July 27, 1998,
by the Registrant, relating to the Registrant's 7.0% ACES Units, filed
as Exhibit 4.7 on Form 10-Q, dated August 13, 1998, is hereby
incorporated by reference.
4.8 QUIPS Guarantee Agreement, dated as of July 27, 1998, by the Registrant,
relating to the Registrant's 7.0% ACES Units, filed as Exhibit 4.8 on
Form 10-Q, dated August 13, 1998, is hereby incorporated by reference.
4.9 Master Unit Agreement, dated as of July 27, 1998, between the Registrant
and First Union National Bank relating to the Registrant's 7.0% ACES
Units, filed as Exhibit 4.9 on Form 10-Q, dated August 13, 1998, is
hereby incorporated by reference.
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Registration No. 333-_______
4.10 Call Option Agreement, dated as of July 27, 1998, between Goldman, Sachs
& Co. and First Union National Bank relating to the Registrant's 7.0%
ACES Units, filed as Exhibit 4.10 on Form 10-Q, dated August 13, 1998,
is hereby incorporated by reference.
4.11 Pledge Agreement, dated as of July 27, 1998, among the Registrant,
Goldman, Sachs & Co. and First Union National Bank relating to the
Registrant's 7.0% ACES Units, filed as Exhibit 4.11 on Form 10-Q, dated
August 13, 1998, is hereby incorporated by reference.
4.12 Senior Indenture, dated as of June 16, 1998, by and between the
Registrant and First Union National Bank, as Indenture Trustee, relating
to the Registrant's 6.95% Senior Notes, filed as Exhibit 4.14 on Form
10-Q, dated August 13, 1998, is hereby incorporated by reference.
4.13 Subordinated Indenture, dated as of July 27, 1998, by and between the
Registrant and First Union National Bank, as Indenture Trustee, relating
to the Registrant's 6.86% Junior Subordinated Deferrable Interest
Debentures, filed as Exhibit 4.15 on Form 10-Q, dated August 13, 1998,
is hereby incorporated by reference.
4.14 First Supplement to Indenture dated February 3, 1997 among American
Mutual Holding Company, AmerUs Life Holdings, Inc. and Wilmington Trust
Company as Trustee, relating to the Company's 8.85% Junior Subordinated
Debentures, Series A, dated September 20, 2000, filed as Exhibit 4.14
on Form 10-Q, dated November 14, 2000, is hereby incorporated by
reference.
4.15 Assignment and Assumption Agreement to Amended and Restated Trust
Agreement, dated February 3, 1997 between American Mutual Holding
Company and AmerUs Life Holdings, Inc., dated September 20, 2000,
filed as Exhibit 4.15 on Form 10-Q, dated November 14, 2000, is hereby
incorporated by reference.
4.16 Assignment and Assumption to Guaranty Agreement, dated February 3, 1997
between American Mutual Holding Company and AmerUs Life Holdings, Inc.,
dated September 20, 2000, filed as Exhibit 4.16 on Form 10-Q, dated
November 14, 2000, is hereby incorporated by reference.
4.17 First Supplement to Subordinated Indenture, dated July 27, 1998,
relating to AmerUs Life Holdings, Inc.'s 6.86% Junior Subordinated
Deferrable Interest Debentures, among American Mutual Holding Company,
AmerUs Life Holdings, Inc. and First Union National Bank, as Indenture
Trustee, dated September 20, 2000, filed as Exhibit 4.17 on Form 10-Q,
dated November 14, 2000, is hereby incorporated by reference.
4.18 First Supplement to Master Unit Agreement dated July 27, 1998, relating
to AmerUs Life Holdings, Inc.'s 7.0% ACES units, between American Mutual
Holding Company and First Union National Bank, as Unit Agent, dated
September 20, 2000, filed as Exhibit 4.18 on Form 10-Q, dated November
14, 2000, is hereby incorporated by reference.
4.19 Assignment and Assumption Agreement to the QUIPS Guarantee Agreement
dated July 27, 1998, relating to AmerUs Life Holdings, Inc.'s 7.0% ACES
units, between American Mutual Holding Company and AmerUs Life Holdings,
Inc., dated September 20, 2000, filed as Exhibit 4.19 on Form 10-Q,
dated November 14, 2000, is hereby incorporated by reference.
<PAGE> 6
Registration No. 333-_______
4.20 Assignment and Assumption Agreement to the Common Trust Securities
Guarantee Agreement dated July 27, 1998, relating to AmerUs Life Holdings,
Inc.'s 7.0% ACES units, between American Mutual Holding Company and AmerUs
Life Holdings, Inc., dated September 20, 2000, filed as Exhibit 4.20 on
Form 10-Q, dated November 14, 2000, is hereby incorporated by reference.
4.21 First Supplement to Purchase Contracts between American Mutual Holding
Company and Holders, as specified, dated September 20, 2000, filed as
Exhibit 4.21 on Form 10-Q, dated November 14, 2000, is hereby incorporated
by reference.
4.22 First Supplement to the Pledge Agreement dated July 27, 1998, relating to
AmerUs Life Holdings, Inc.'s 7.0% ACES units, among American Mutual
Holding Company, Goldman Sachs & Co., as Call Option Holder, the Chase
Manhattan Bank, as Collateral Agent and First Union National Bank, as Unit
Agent, dated September 20, 2000, filed as Exhibit 4.22 on Form 10-Q, dated
November 14, 2000, is hereby incorporated by reference.
4.23 First Supplement to Senior Indenture dated June 16, 1998, relating to
AmerUs Life Holdings, Inc.'s 6.95% Senior Notes, among American Mutual
Holding Company, AmerUs Life Holdings, Inc. and First Union National Bank,
as Trustee, dated September 20, 2000, filed as Exhibit 4.23 on Form 10-Q,
dated November 14, 2000, is hereby incorporated by reference.
5.1* Opinion of Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of the Registrant, 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 Registrant (included in the Opinion filed as Exhibit 5.1).
23.2* Consent of KPMG LLP.
24.1* Power of Attorney (set forth on the signature page of this Registration
Statement).
99.9* AmerUs Group Co. 2000 Stock Incentive Plan, effective May 5,
2000.
----------------------
* included herein
<PAGE> 7
Registration No. 333-_______
ITEM 9. 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;
(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 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 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 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 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 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
<PAGE> 8
Registration No. 333-_________
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.
* * *
<PAGE> 9
Registration No. 333-_________
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 10th day of November, 2000.
AMERUS GROUP CO.
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 Group Co. 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 of 1933, as amended, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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:
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<CAPTION>
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SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ Roger K. Brooks Chairman, President and Chief November 10, 2000
----------------------------- Executive Officer (Principal
Roger K. Brooks Executive Officer) and a Director
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/s/ Michael G. Fraizer Executive Vice President and November 10, 2000
----------------------------- Chief Financial Officer
Michael G. Fraizer
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----------------------------- Director
John R. Albers
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----------------------------- Director
Wesley H. Boldt
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</TABLE>
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<TABLE>
<S> <C> <C>
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/s/ Joseph A. Borgen, Director November 10, 2000
--------------------------
Joseph A. Borgen
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/s/ Malcolm Candlish Director November 10, 2000
--------------------------
Malcolm Candlish
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/s/ Thomas F. Gaffney Director November 10, 2000
--------------------------
Thomas F. Gaffney
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/s/ Ralph W. Laster, Jr. Director November 10, 2000
--------------------------
Ralph W. Laster, Jr.
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/s/ John W. Norris, Jr. Director November 10, 2000
--------------------------
John W. Norris, Jr.
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/s/ Jack C. Pester Director November 10, 2000
--------------------------
Jack C. Pester
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-------------------------- Director
John A. Wing
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/s/ F.A. Wittern Director November 10, 2000
--------------------------
F.A. Wittern
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