As filed with the Securities and Exchange Commission on May 20, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFLAC INCORPORATED
______________________________________________________
(Exact name of registrant as specified in its charter)
GEORGIA 58-1167100
________________________ ______________________
(State of incorporation) (IRS Employer
Identification Number)
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999
_____________________________________________________
(Address of principal executive offices and zip code)
AFLAC INCORPORATED AMENDED 1985 STOCK OPTION PLAN
formerly, AMERICAN FAMILY CORPORATION STOCK OPTION PLAN (1985)
______________________________________________________________
(Full title of the plan)
Martin A. Durant, III
Senior Vice President, Corporate Services
AFLAC Incorporated
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999
____________________________________________
(Name and address of agent for service)
(706) 323-3431
_____________________________________________________________
(Telephone number, including area code, of agent for service)
The Securities and Exchange Commission is requested to send copies of all
communication and notice to:
MICHAEL P. ROGAN, ESQ.
Skadden, Arps, Slate, Meagher & Flom
1440 New York Avenue, N.W.
Washington, D.C. 20005
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered (1) Per Share (2) Price tion Fee
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Common Stock, 3,000,000 $31.4375 $94,312,500 $32,521.78
$.10 par value shares
("Common Stock")
(1) There is also being registered hereunder such additional number
of shares of Common Stock as may be issued pursuant to the
anti-dilution provisions of the Stock Option Plan.
(2) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h)(1) and based on the
average of the high and low prices for the Common Stock as
reported in the consolidated reporting system as of May 13,
1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
AFLAC Incorporated ("AFLAC") hereby incorporates the following
documents into this Registration Statement by reference:
a. The contents of the earlier Registration Statement on Form S-8,
registration number 33-44720, for the AMERICAN FAMILY CORPORATION STOCK
OPTION PLAN (1985);
b. AFLAC's Annual Report on Form 10-K for the year ended
December 31, 1993, filed electronically with the Securities and Exchange
Commission (the "SEC") on March 30, 1994.
c. AFLAC's Quarterly Report on Form 10-Q for the first three
months ended March 31, 1994, filed electronically with the SEC on May 11,
1994.
d. all other reports filed by AFLAC pursuant to Sections 13(a) or
15(d) of the Securities Act of 1934 (the "Exchange Act") since December
31, 1993;
e. the description of the Common Stock contained in a registration
statement filed under the Exchange Act, and any amendments or reports
filed with the SEC for the purpose of updating such description.
In addition, all documents subsequently filed by AFLAC Incorporated
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all
securities offered under the Stock Option Plans have been sold or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.
Item 8. Exhibits
Number Description
-------- -------------------
5.1 Opinion of Joey M. Loudermilk, General
Counsel, AFLAC Incorporated
15 Letter of KPMG Peat Marwick, Re:
Unaudited Interim Financial Statements
24.1 Consent of KPMG Peat Marwick
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Georgia, on
May 16, 1994.
AFLAC INCORPORATED
Dated May 16, 1994 By: /s/ Daniel P. Amos
________________________________
Daniel P. Amos
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------------- ----------- ----------
/s/ Daniel P. Amos Chief Executive May 16, 1994
_________________________ Officer and Vice ____________
Daniel P. Amos Chairman of the
Board
/s/ Kriss Cloninger, III Executive Vice May 16, 1994
_________________________ President, ____________
Kriss Cloninger, III Treasurer and
Chief Financial
Officer
/s/ Martin A. Durant, III Senior Vice May 16, 1994
_________________________ President, ____________
Martin A. Durant, III Corporate Services
/s/ Paul S. Amos Chairman of May 16, 1994
_________________________ the Board ____________
Paul S. Amos
/s/ J. Shelby Amos, II Director May 16, 1994
_________________________ ____________
J. Shelby Amos, II
Director
_________________________ ____________
Michael H. Armacost
/s/ M. Delmar Edwards, M.D. Director May 16, 1994
_________________________ ____________
M. Delmar Edwards, M.D.
/s/ George W. Ford, Jr. Director May 16, 1994
_________________________ ____________
George W. Ford, Jr.
/s/ Cesar E. Garcia Director May 17, 1994
_________________________ ____________
Cesar E. Garcia
/s/ Joe Frank Harris Director May 17, 1994
_________________________ ____________
Joe Frank Harris
/s/ Elizabeth J. Hudson Director May 17, 1994
_________________________ ____________
Elizabeth J. Hudson
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/s/ Kenneth S. Janke, Sr. Director May 17, 1994
_________________________ ____________
Kenneth S. Janke, Sr.
/s/ Charles B. Knapp Director May 17, 1994
_________________________ ____________
Charles B. Knapp
Director
_________________________ ____________
Hisao Kobayashi
/s/ Peter D. Morrow Director May 17, 1994
_________________________ ____________
Peter D. Morrow
Director
_________________________ ____________
Yoshiki Otake
Director
_________________________ ____________
John M. Pope
/s/ E. Stephen Purdom, M.D. Director May 16, 1994
_________________________ ____________
E. Stephen Purdom, M.D.
/s/ Jack S. Schiffman Director May 16, 1994
_________________________ ____________
Jack S. Schiffman
/s/ Henry C. Schwob Director May 16, 1994
_________________________ ____________
Henry C. Schwob
/s/ J. Kyle Spencer Director May 16, 1994
_________________________ ____________
J. Kyle Spencer
/s/ Glenn Vaughn, Jr. Director May 16, 1994
_________________________ ____________
Glenn Vaughn, Jr.
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EXHIBIT INDEX
NUMBER DESCRIPTION
__________ _____________________
5.1 Opinion of Joey M. Loudermilk, General Counsel,
AFLAC Incorporated
15 Letter of KPMG Peat Marwick,
Re: Unaudited Interim Financial Statements
24.1 Consent of KPMG Peat Marwick
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EXHIBIT 5.1
May 16, 1994
AFLAC Incorporated
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999-0001
Ladies and Gentlemen:
I am General Counsel of AFLAC INCORPORATED, a Georgia corporation
(the "Company"). This opinion is being furnished to you in connection
with the preparation and filing with the Securities and Exchange
Commission (the "Commission") of the Registration Statement on Form S-8
(the "Registration Statement") relating to 3,000,000 shares (the "Shares")
of the Company's common stock, par value $.10 per share (the "Common
Stock") issuable pursuant to the Company's Amended 1985 Stock Option Plan
(the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
I have examined and are familiar with originals or copies, certified
or otherwise identified to my satisfaction of (i) the form of the
Registration Statement to be filed with the Commission on the date hereof;
(ii) the Plan; (iii) the Certificate of Incorporation of the Company, as
currently in effect; (iv) the Bylaws of the Company, as currently in
effect; (v) the resolutions of the Board of Directors of the Company
relating to, among other things, the Plan; (vi) the resolutions of the
stockholders relating to the Plan; (vii) the forms of a specimen
certificate representing the Shares; and (viii) such other documents as I
have deemed necessary or appropriate as a basis for the opinions set forth
below. In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not independently
established or verified, I have relied upon statements and representations
of officers or other representatives of the Company and others.
I am admitted to the Bar of the State of Georgia, and I express no
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, when (i) the Registration
Statement becomes effective, (ii) the Shares are issued pursuant to the
terms of the Plan and (iii) certificates representing the Shares are duly
executed, countersigned, registered and delivered, I am of the opinion
that the Shares will be duly authorized by requisite corporate action on
the part of the Company and, when and to the extent issued and paid for in
accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joey M. Loudermilk
___________________________
Joey M. Loudermilk
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EXHIBIT 15
KPMG PEAT MARWICK
Certified Public Accountants
303 Peachtree Street, N.E.
Suite 2000 Telephone: 404-222-3000
Atlanta, Georgia 30308 Telefax: 404-222-3050
The Board of Directors
AFLAC Incorporated
Columbus, Georgia
Re: Registration Statement Form S-8
Gentlemen:
With respect to the subject registration statement, we acknowledge
our awareness of the use therein of our report dated April 25, 1994, of
SAS No. 36, reports related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such
reports are not considered a part of a registration statement prepared or
certified by an accountant or a report prepared or certified by an
accountant within the meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick
______________________________
KPMG Peat Marwick
Atlanta, Georgia
May 17, 1994
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EXHIBIT 24.1
KPMG PEAT MARWICK
Certified Public Accountants
303 Peachtree Street, N.E.
Suite 2000 Telephone: 404-222-3000
Atlanta, Georgia 30308 Telefax: 404-222-3050
The Board of Directors
AFLAC Incorporated
We consent to incorporation by reference in the registration statement on
Form S-8 of AFLAC Incorporated of our report dated January 31, 1994,
relating to the consolidated balance sheets of AFLAC Incorporated and
subsidiaries as of December 31, 1993, and the related consolidated
statements of earnings, stockholders' equity, and cash flows and related
schedules for each of the years in the three-year period ended December
31, 1993, which report appears in the December 31, 1993, annual report on
Form 10-K of AFLAC Incorporated.
/s/ KPMG Peat Marwick
______________________________
KPMG Peat Marwick
Atlanta, Georgia
May 17, 1994
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