As filed with the Securities and Exchange Commission
on November 22, 1995
Registration Statement No. ______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
Registration Statement
Under the
Securities Act of 1933
AFLAC INCORPORATED
(Exact name of registrant as specified in its charter)
Georgia 58-1167100
(State of Incorporation) (IRS Employer Identification Number)
1932 Wynnton Road, Columbus, Georgia 31999 706-323-3431
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DANIEL P. AMOS
Chief Executive Officer and President
AFLAC INCORPORATED
1932 Wynnton Road
Columbus, Georgia 31999
706-323-3431
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
AFL STOCK PLAN
(Full title of the Plan)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. X
If this Form is filed to register additional securities for an offering
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
Title of Each Proposed Maximum Amount
Class Securities Amount Aggregate of
to be to be Offering Registration
Registered Registered Price (1) Fee
Common Stock, par value $.10 3,000,000 $124,125,000 $42,801.72
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely
for the purpose of determining the registration fee.
___________________________________
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 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
AFLAC INCORPORATED
3,000,000
Shares of Common Stock
(Par Value $.10 Per Share)
AFL STOCK PLAN: A DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
AFLAC Incorporated, a Georgia corporation (the "Company") hereby offers
participation in its AFL Stock Plan, a Direct Stock Purchase and Dividend
Reinvestment Plan (the "Plan"). The Plan provides investors with a convenient
method of investing cash dividends and making optional cash investments to
purchase shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), without payment of any brokerage commission or service
charge.
Investors electing to participate in the Plan may:
Acquire additional shares of Common Stock automatically by reinvesting
cash dividends in additional shares of Common Stock.
Make an initial investment in Common Stock with a cash payment of at
least $750 or, if already a holder of Common Stock, make optional cash
payments at any time of at least $50 for any single investment, up to a
maximum of $120,000 per calendar year.
Deposit certificates representing Common Stock into the Plan for
safekeeping.
Receive, upon written request, certificates for whole shares of Common
Stock credited to Plan accounts.
Sell shares of Common Stock credited to Plan accounts through the
Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares, shares held in the treasury of the
Company or shares purchased in the open market. All purchases will be done
through an Independent Agent (as hereinafter defined) selected by the Company.
The Common Stock is listed on the New York, Pacific and Tokyo Stock Exchanges.
The closing price of the Common Stock on _________ on the New York Stock
Exchange was ___________.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for an Investment Date (as hereinafter defined) will
be the volume weighted average of the trading on all domestic exchanges on the
Investment Date, or, if that date is not a trading day, the trading day
immediately preceding that day. The price of shares of Common Stock purchased
or sold in the open market will be the average cost of all shares purchased or
sold by the Independent Agent in relation to the applicable Investment Date.
There will be no discount from these purchase prices offered for shares of
Common Stock purchased under the Plan. The Company will pay the cost of
administration of the Plan and brokerage commissions relating to shares of
Common Stock purchased in the open market, however the Plan participants will
bear the cost of brokerage commissions on shares sold in the open market.
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To the extent required by applicable law in certain jurisdictions,
including Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota,
Oklahoma and Vermont, shares of Common Stock offered under the Plan to persons
not presently record holders of Common Stock are offered only through a
registered broker/dealer.
Shareholders who elect not to participate will continue to receive cash
dividends, as declared, in the usual manner. The terms of this Prospectus
apply to dividends reinvested and optional payments made on and after
____(date)_________.
This Prospectus sets forth the provisions of the Plan and, therefore,
this Prospectus should be retained by participants in the Plan
("Participants") for future reference.
____________________________
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.
_____________________________
The date of this Prospectus is _______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at public
reference facilities of the Commission at Room 1024, 450 Fifth Street, NW,
Washington, DC 20549, and at the Commission's Regional Offices located at,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained by mail form the Public Reference Section of the
Commission at 450 Fifth Street, NW, Washington, DC 20549, at prescribed rates.
Such reports, proxy statements and other information concerning the Company
may be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 115 Sansome
Street, 2nd Floor, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed under the Exchange Act with the Commission,
File No. 1-7434, are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994; and
(2) the Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; and
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(3) the description of the Common Stock contained in a registration
statement filed under the Exchange Act and any amendments or reports
filed with the Commission for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall 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
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
foregoing documents incorporated by reference other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents. Requests for copies should be directed in writing or by
telephone to the Investor Relations Department, AFLAC Incorporated, 1932
Wynnton Road, Columbus, Georgia 31999, telephone (800) 235-2667 or (706) 596-
3264.
THE COMPANY AND ITS SUBSIDIARIES
The Company is an international holding company incorporated under the
laws of Georgia. Through its principal subsidiary, American Family Life
Assurance Company of Columbus (AFLAC), the Company is an underwriter of
supplemental insurance. AFLAC's primary markets are the United States and
Japan. The Company also owns seven network-affiliated television stations.
The Company has its principal executive offices at Worldwide
Headquarters, 1932 Wynnton Road, Columbus, Georgia 31999, telephone 706-323-
3431.
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AFLAC INCORPORATED
AFL STOCK PLAN
PURPOSE
The purpose of the AFL Stock Plan is to provide existing and potential
investors in the Company with an expense-free and convenient way to purchase
shares of Common Stock and to reinvest all or a portion of the investors cash
dividends from shares of AFLAC Incorporated in additional shares of Common
Stock.
ADVANTAGES
A person participating in the Plan (a "Participant") may elect to have
all, a portion or none of the cash dividends automatically reinvested.
An Investor not presently owning shares of Common Stock may become a
Participant by making an initial cash investment for the purchase of
Common Stock of at least $750.
A Participant may invest additional funds in Common Stock through
optional cash investments of at least $50 for any single investment
up to $120,000 per calendar year.
A Participant will pay no brokerage commissions or fees for shares
purchased through the Plan.
A Participant may deposit Common Stock certificates, at no cost, in
the Plan for safekeeping and to facilitate the transfer or sale of
shares through the Plan in a convenient and efficient manner.
A Participant's funds are fully invested in Common Stock through the
purchase of whole shares and fractional shares.
A Participant may direct the Administrator to transfer, at no cost, all
or a portion of shares of Common Stock credited to the Participant's Plan
Account (including those shares deposited into the Plan for safekeeping).
A Participant may sell shares of Common Stock credited to the
Participant's Account.
A Participant will receive a Statement after each transaction.
DISADVANTAGES
A Participant has no control over the time or price at which Common Stock
is purchased or sold for the Participant's Account.
Optional and initial cash investments must be received by the
Administrator no later than two business days prior to an Investment
Date to be invested beginning on that Investment Date. Otherwise,
the investment will be held by the Administrator and invested beginning
on the next Investment Date.
No interest will be paid on funds held by the Administrator pending
investment under the Plan. Participants bear the market risk associated
with fluctuations in the price of Common Stock.
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ADMINISTRATION
The Company (the "Administrator"), through its Shareholder Services
Department, administers the Plan. The Administrator is responsible for
administering the Plan, receiving all cash investments made by Participants,
maintaining records of each Participant's Account activities, issuing
Statements and performing other duties required by the Plan. The
Administrator will forward funds to be used to purchase shares of Common Stock
to an agent selected by the Company (an "Independent Agent") that is an "agent
independent of the issuer," as that term is defined in the rules and
regulations under the Exchange Act. Additionally, the Administrator will
promptly forward sales instructions to the Independent Agent. The Independent
Agent is responsible for purchasing and selling shares of Common Stock for
Participants' Accounts in accordance with the provisions of the Plan. The
Independent Agent will hold one or more certificates registered in the Plan's
name representing the aggregate number of whole shares of Common Stock
purchased under, or deposited for safekeeping into, the Plan and credited to
Participants' Accounts.
Participants may contact the Administrator by writing:
AFLAC Incorporated
Worldwide Headquarters
Shareholder Services Department
1932 Wynnton Road
Columbus, Georgia 31999
or by telephoning toll-free (800) 227-4756 or in Columbus (706) 596-3278
between 8 a.m. and 5 p.m., Monday through Friday, Eastern Time. Written
communications may be sent by telecopier (fax) to (706) 596-3488.
ELIGIBILITY
Any person or entity, whether or not a shareholder of record of the
Common Stock, is eligible to participate in the Purchase Plan, provided that
(i) such person or entity fulfills the prerequisites for participation
described below and (ii) in the case of citizens or residents of a country
other than the United States, its territories and possessions, participation
would not violate local laws applicable to the Company, the Plan and the
Participant.
ENROLLMENT
Shareholders who are currently participating in the Company's Dividend
Reinvestment Plan will automatically be enrolled in the new Plan without
sending in a new enrollment form. However, a person who wishes to change his
participation in any way must submit a new Enrollment Form.
Record or registered holders of Common Stock not already Participants may
join the Plan at any time after being furnished with a copy of this Prospectus
and completing an Enrollment Form. Request for copies of Enrollment Forms, as
well as copies of other Plan forms and this Prospectus, should be made in
writing or by telephone to the Administrator's address and telephone number
listed in "Administration" above. Record holders of Common Stock should be
sure to sign their name(s) on the Enrollment Form exactly as they appear on
their Common Stock certificates.
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Beneficial owners, shareholders whose shares are held in nominee name by
a bank or broker, must (i) become record holders, (shareholders who are
registered on the books of the Corporation by having such shares transferred
into the shareholders names), or (ii) make arrangements with the broker, bank
or other nominee to participate on the shareholders behalf.
Investors not presently holding Common Stock, may become Participants by
making a minimum initial cash investment of at least $750 through the Plan
with a completed Enrollment Form.
Any person or entity will become a Participant only after fulfilling the
above prerequisites for participation and a properly completed Enrollment Form
has been received and accepted by the Administrator. Requests for copies of
Enrollment Forms and this Prospectus, should be made in writing or by
telephone to the Administrator's address and telephone numbers listed above.
COST
Participants will incur no brokerage commission or service charges for
purchases made under the Plan. All costs of administration of the Plan,
including purchase of Plan shares, will be paid by the Company. However,
Participants whose shares are sold by the Plan Administrator must pay the
brokerage commission and applicable taxes for those shares. The commission on
any shares purchased under the Plan will be reported as a taxable item.
INITIAL AND OPTIONAL CASH INVESTMENTS
A Participant may make optional cash investments during any month by
delivering to the Administrator (a) a completed optional cash investment stub
which is attached to each Participant's Statement or Enrollment Form and (b) a
personal check or money order payable to the AFL Stock Plan. DO NOT SEND
CASH. The method of delivery of any cash investment is at the election and
risk of the Participant or interested investor and will be deemed received
when actually received by the Administrator. The only restriction that
applies to making these investments is that they be made in amounts of not
less than $50 for each investment and aggregate to no more than $120,000 per
calendar year, inclusive of the initial investment. There is no obligation to
make any optional cash investment.
Interested investors, who are not record or registered holders of Common
Stock, may become Participants by making a minimum initial cash investment of
at least $750.
Optional and initial cash investments, pending investment pursuant to the
Plan, will be credited to a Participant's Account and held in a trust account
which will be separated from any other funds or monies of the Company. Cash
investments not invested in Common Stock within 35 days of receipt will be
promptly returned to the Participant. All cash investments are subject to
collection by the Administrator of full face value in U. S. funds and will be
deemed received when actually received by the Administrator.
Upon a Participant's written request, a refund of an initial or any
optional cash investment, not already invested, will be made, provided the
request is received by the Administrator at least two business days prior to
the next Investment Date. However, no refund of a check or money order will
be made until the funds from such instruments have been collected by the
Administrator.
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REINVESTMENT OF DIVIDENDS
A Participant may elect to invest in Common Stock by reinvesting all or a
portion of cash dividends paid on shares of Common Stock registered in the
Participant's name. Participants electing partial reinvestment of cash
dividend payments must designate the whole number of shares for which
reinvestment is desired. Once a Participant elects reinvestment, cash
dividend payments made on the designated shares of Common Stock will be
invested in shares of Common Stock. The amount so reinvested will be reduced
by any amount which is required to be withheld under any applicable tax or
other statutes. If the Participant has specified partial reinvestment, that
portion of cash dividend payments not designated for reinvestment will be sent
to the participant by check in the usual manner, or by electronic direct
deposit, if the Participant has elected the direct deposit option.
Dividend payments will be invested in Common Stock beginning either on
the date of payment, if such payment date is an Investment Date, or on the
first Investment Date following such payment. Dividend payments not invested
in Common Stock within 30 days of receipt will be promptly returned to the
Participant. Cash dividends pending investment pursuant to the Plan, will be
credited to a Participant's Account and held in a trust account which will be
separated from any other funds or monies of the Company. No interest will be
paid on such funds held by the Administrator pending investment.
If a Participant is reinvesting cash dividends paid on only a portion of
the shares of Common Stock credited to the Participant's Account through the
Plan and the Participant elects to sell, withdraw or transfer a portion of
such shares, cash dividends on the remainder of the shares credited to this
Account, up to the number of shares designated for reinvestment prior to such
sale, withdrawal or transfer, will continue to be reinvested through the Plan,
except where the Participant gives specific instructions to the contrary. For
example, if a Participant who had elected to have cash dividends reinvested
through the Plan on 50 shares of a total of 100 shares of Common Stock
credited to the Participant's Account elected to sell, withdraw or transfer 25
shares, cash dividends on 50 shares of the remaining 75 shares, credited to
the Participant's Account would be reinvested through the Plan. If instead
the Participant elected to sell, withdraw or transfer 75 shares, cash
dividends on the remaining 25 shares credited to the Participant's Account
would be reinvested through the Plan.
INVESTMENT DATES
An "Investment Date" will occur twice every month on the lst and 15th day of
the month or, if that day is not a business day, the business day immediately
preceding that day. Optional and initial cash investments will be invested in
Common Stock beginning on the first Investment date following receipt by the
Administrator; provided, that such investment must be received by the
Administrator no later than two business days prior to an Investment Date to
be invested beginning on that Investment Date. Otherwise, the investment may
be held by the Administrator and invested beginning on the next Investment
Date. No interest will be paid on funds held by the Administrator pending
investment. Dividend and voting rights will commence upon settlement, which
is ordinarily three business days after purchase.
CHANGING PLAN OPTIONS AND WITHDRAWALS
A Participant may change investment options or withdraw some or all of
the Common Stock credited to the Participant's Account at any time by
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delivering written instructions to the Administrator. To be effective with
respect to a particular cash dividend, any such instructions must be received
by the Administrator on or before the record date relating to such cash
dividend payment.
TRANSFERRING PLAN SHARES
If a Participant wishes to change the ownership of all or part of the
Participant's Plan shares through gift, private sale or otherwise, the
Participant may do so by delivering to the Administrator a written request.
The transfer will be done as soon as practicable following the Administrator's
receipt of the required documentation, subject to the provisions of receipt on
or before the record date relating to cash dividend payment. No fractional
shares of Common Stock credited to a Participant's Account may be transferred
unless the Participant's entire Account is transferred. Request for Account
transfers are subject to the same requirements as for the transfer of
securities, including the requirement of receipt by the Administrator of a
properly executed stock assignment with a guarantee of signatures.
Shares transferred will continue to be held by the Plan Administrator
under the Plan. An Account will be opened in the name of the transferee, if
the transferee is not already a Participant, and such transferee will
automatically be enrolled in the Plan. All dividends on shares transferred to
the transferee's Plan Account will be reinvested unless otherwise directed by
the transferee.
Unless otherwise requested by the transferor, transferees will be sent a
Statement showing the transfer of such shares into the transferees' Accounts.
The transferor may request that such Statement be returned to the transferor
for personal delivery and/or that a gift certificate be provided. The
transferor may send the gift certificate directly or request that it be sent
by the Administrator to the transferee with the first Statement.
BANK DRAFT
A Participant may pre-authorize the Plan Administrator to deduct a set
amount from a U.S. checking, savings, or credit union account. To enroll, the
participant must complete and sign an Automatic Investment Form, which is
attached to the Enrollment Form and return it to Shareholder Services with a
voided blank check or deposit slip for the account from which funds are to be
drafted. Forms will be processed and will become effective as promptly as
practicable.
Once effective, funds will be drafted on the 20th day of each month (or, if
the 20th day is not a business day, the first business day thereafter), and
such funds will be invested in Common Stock beginning on the next Investment
Date.
DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
A Participant who elects not to reinvest all cash dividends on shares of
Common Stock may receive such non-reinvested cash dividends by electronic
deposit to the Participant's predesignated bank, savings, or credit union
account. To receive a direct deposit of funds, a Participant must complete
and sign a Direct Deposit Authorization Form and return it to the Plan
Administrator. Direct deposit will become effective as promptly as
practicable after receipt of a completed Direct Deposit Authorization Form.
Changes in designated direct deposit accounts may be made by delivering a
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completed Direct Deposit Authorization Form to the Administrator.
Cash dividends on shares of Common Stock not designated for reinvestment
and not directly deposited will be paid by check on the applicable Dividend
Payment Date.
PURCHASE OF SHARES
Shares of Common Stock purchased for Participants under the Plan will be
either newly issued shares, shares held in the treasury of the Company or, at
the Company's option, shares of Common Stock purchased in the open market by
an Independent Agent. As of the date of this Prospectus, shares of Common
Stock purchased for Participants under the Plan will be purchased from
treasury. The Company may not change its determination that Common Stock will
be purchased for participants from the Company or on the open market more than
once in any three-month period. Furthermore, at any time that shares of
Common Stock are purchased for Participants under the Plan in the open market,
the Company will not exercise its right to change the source of purchases of
shares of Common Stock absent a determination by the Company's Board of
Directors or Finance Committee of the Board of Directors that the Company's
need to raise equity capital has changed or there is another valid reason for
the change.
Purchases of shares of Common Stock from the Company, whether newly
issued or treasury shares, will be made on the relevant Investment Date at the
volume weighted average of the trading on all domestic exchanges on the
Investment Date or, if that day is not a trading day, the trading day
immediately preceding that day.
Purchases in the open market may begin on the relevant Investment Date
and should be completed no more than 15 days after that Investment Date. The
price of any shares of Common Stock purchased in the open market for
Participants will be the average price per share of the aggregate number of
shares purchased for the Plan by the Independent Agent for the relevant
Investment Date. Neither the Company nor any affiliated purchaser will
exercise any direct or indirect control or influence over the times when or
prices at which the Independent Agent may purchase Common Stock for the Plan,
the amounts of shares to be purchased, the market on which the shares are to
be purchased or sold, the manner of purchase or sale or the selection of a
broker-dealer through which purchases for the Plan may be executed.
Participant's funds will be commingled with those of other participants
for the purpose of executing purchases for shares under the Plan with respect
to the same Investment Date. The number of shares (including any fraction of
a share rounded to three decimal places) of Common Stock credited to the
Account of a Participant for a particular Investment Date will be determined
by dividing the total amount of cash dividends, optional cash investments
and/or initial cash investments to be invested for such Participant on such
Investment Date by the relevant purchase price per share.
CERTIFICATES FOR SHARES
All shares purchased on behalf of a Participant through the Plan will be
held by the Plan. A Participant can, however, at any time and without charge,
obtain a certificate for all or part of the whole shares of Common Stock
credited to the Participant's Plan account by making a request in writing to
the Administrator. No certificates for fractional shares will be issued.
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SAFEKEEPING SERVICE
Common Stock held in certificate form by a Participant may be deposited
into the Plan for safekeeping, by delivering such stock certificates
unendorsed to the Administrator and requesting these shares be credited to the
Participant's account. This feature is offered at no charge to the
Participant and eliminates the risk associated with the loss of stock
certificates. If certificates are lost, stolen, or destroyed, the shares
represented by such certificates may not be sold nor transferred without first
obtaining replacement certificates. This process could be costly and could
take several weeks to complete. Shares represented by certificates deposited
in the Plan are treated in the same manner as shares purchased through the
Plan, and may be conveniently and efficiently sold or transferred through the
Plan.
SALE OF SHARES
A Participant may request, at any time, that all or a portion of the
shares of Common Stock credited to the Participant's Account be sold by
furnishing the Administrator with written instructions, either by mail or
telecopier (fax), signed by all registered holders. The Participant may sell
only whole shares, not fractional shares, if the sale is for less than all of
the shares in the Participant's account. The Administrator cannot, however,
sell any certificated shares owned by a Participant unless the certificates
are first deposited in the Plan. The Administrator will forward the sale
instructions to an Independent Agent within five business days of receipt
(except as described in the following paragraph). The Independent Agent will
sell such shares as soon as practicable and the proceeds of the sale (less
brokerage fees, transfer taxes, if any, and withholding taxes, if any) will be
transmitted to the Participant. Proceeds of shares of Common Stock sold
through the Plan will be paid to the Participant by check.
If a Participant's sale instructions cover all of the shares of Common
Stock credited to his Account, on which cash dividends are being reinvested,
and such instructions are received on or after the record date relating to a
dividend payment but before the dividend payment date, the sale will not be
processed until after the dividends have been invested in Common Stock through
the Plan, at which time all of the shares credited to his Account will be
sold. Normally cash dividends are paid on the first business day of March,
June, September and December, with the record dates generally two weeks prior
to that date.
REPORTS TO PARTICIPANTS
Each Participant will receive a quarterly Statement showing all
transactions for the Participant's Account during the current calendar year.
Supplemental Statements will be provided in months where the Participant has
made an optional cash investment, deposited, transferred, or withdrawn shares
of Common Stock or had cash dividend payments reinvested in Common Stock. The
Administrator also will send each Participant a Statement promptly after the
sale of all Common Stock under the Plan. Participants should retain these
Statements in order to establish the cost basis, for tax purposes, for shares
of Common Stock acquired under the Plan.
Participants will receive copies of all communications sent to holders of
Common Stock. This may include quarterly reports, annual reports, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
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Statements and other communications from the Administrator to Participants
will be addressed to the latest address of record; therefore, it is important
that Participants promptly notify the Administrator in writing of any change
of address.
STOCK DIVIDEND OR STOCK SPLIT
Any stock dividends or split shares of Common Stock distributed by the
Company on Plan shares will be credited pro rata to each Participant's account
in the same manner as shareholders who are not Plan Participants.
VOTING RIGHTS
Prior to each shareholder meeting, each Participant will be mailed a
proxy representing the shares of Common Stock held in the Participant's Plan
account combined with any other shares of Common Stock registered in the
Participant's name on the record date for such meeting. Shares of Common
Stock credited to a Participant's account will not be voted unless the
Participant provides voting instructions for such shares.
All shares of Common Stock held in a Participant's account will be
entitled to one vote per share, provided, however, that if a Participant has
held the shares for 48 continuous months, such Participant will be entitled to
ten votes for each share. Because the Administrator is not able to readily
determine the status of shares held by the Plan, a Participant will be
required to certify and provide other evidence as required, in order to
receive ten votes for each share owned.
TERMINATION OF PARTICIPATION BY A PARTICIPANT
A Participant may at any time terminate participation in the Plan by
providing written notice to the Administrator. Unless a Participant requests
that the shares held in the Participant's account be sold, the Administrator
will send a stock certificate for the number of whole shares in the
Participant's account and a check to the Participant equal to the current
market value of any fractional shares in the Participant's account.
If a notice to terminate an account with dividend reinvestment
instructions is received by the Administrator on or after the record date for
a dividend payment, such notice to terminate will not become effective until
such dividend has been reinvested and the shares purchased are credited to the
Participant's account.
If a Participant disposes of all whole shares of Common Stock credited to
the Participant's Plan account and registered in the Participant's name, the
Participant will no longer be eligible to participate in the Plan and a check
equal to the current market value will be issued to them for the fractional
share, less any brokerage fees(and any applicable transfer or withholding
taxes).
FEDERAL INCOME TAX CONSEQUENCES
The amount of cash dividends paid to a Participant by the Company is
considered taxable income, even though reinvested through the Plan. Expenses
and fees paid for a Participant by the Company will be included as dividend
income, for tax purposes, and these expenses and fees will be added to the
cost basis of the shares purchased through the Plan. The information return
sent to a Participant and the Internal Revenue Service ("IRS") at year-end
11
will show as dividend income the amount of dividends reinvested through the
Plan, as well as these fees and expenses.
A Participant will not realize any taxable income when the Participant
receives certificates for whole shares credited to the Participant's Account.
Gain or loss will be recognized by the Participant when the Participant sells
such whole shares and will be recognized by a Participant when a fractional
share credited to the Participant's Account is sold pursuant to the terms of
the Plan. The sale of any whole or fractional shares through the Plan will be
reported to the IRS and a Participant on Form 1099-B.
A Participant should consult with the Participant's personal tax advisor
for advice applicable to the Participant's particular situation.
SUSPENSION, MODIFICATION OR TERMINATION OF PLAN
The Company may suspend, modify or terminate the Plan at any time, in
whole, in part or in respect of Participants in one or more jurisdictions,
without the approval of Participants. Notice of such suspension, modification
or termination will be sent to all affected Participants, who will in all
events have the right to withdraw from participation. Upon any whole or
partial termination of the Plan by the Company, each affected Participant will
receive (i) a certificate for all of the whole shares of Common Stock credited
to the Participant's Account, (ii) any dividends or cash investments credited
to the Participant's Account and (iii) a check for the cash value of any
fractional shares of Common Stock credited to the Participant's Account. Such
fractional shares will be valued at the current market value.
In the event the Company terminates the Plan for the purpose of
establishing another stock purchase and/or dividend reinvestment plan,
Participants will be automatically enrolled in such other plan and shares
credited to the Participant's Plan Accounts will be credited automatically to
such other plans, unless notice to the contrary is received by the Plan
Administrator.
The Company also reserves the right to terminate any Participant's
participation in the Plan at any time for any reason upon written notice to
the Participant at the address appearing on the Administrator's records.
PLAN INQUIRIES
All inquiries concerning the Plan should be directed to the Administrator
(see above). A Participant should include in all correspondence the
Participant's shareholder account number, taxpayer identification number
(social security number), and a day-time telephone number where the
Participant may be contacted during normal working hours to facilitate a
prompt response.
LIMITATION OF LIABILITY
Neither the Company nor the Plan Administrator (including the Company if
it is acting as such) nor any Independent Agent will be liable for any act
done in good faith or for the good faith omission to act in connection with
the Plan, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's Account upon such Participant's death
prior to receipt of notice in writing of such death, or with respect to the
prices at which shares of Common Stock are purchased or sold for the
Participant's Account and the times when such purchases and sales are made, or
12
with respect to any loss or fluctuation in the market value after the purchase
or sale of such shares. Furthermore, if it appears to the Company that any
Participant is using or contemplating the use of the optional cash payment
investment mechanism in a manner or with the effect that, in the sole judgment
and discretion of the Company, is not in the best interests of the Company or
its shareowners, then the Company may decline to issue all or any portion of
the shares of Common Stock for which any optional cash payment by or on behalf
of such Participants is tendered. Such optional cash payment (or the portion
thereof not to be invested in shares of Common Stock) will be returned by the
Company as promptly as practicable, without interest.
Participants should recognize that the Company cannot assure them of a
profit or protect them against a loss on the shares purchased by them under
the Plan.
Although the Company currently intends to continue the payment of
quarterly dividends on the Common Stock, the payment of dividends will depend
upon future earnings, the financial condition of the Company and other
factors.
INTERPRETATION AND REGULATION OF PLAN
The officers of the Company are authorized to take such actions as may be
consistent with the Plan's terms and conditions. The Company reserves the
right to interpret and regulate the Plan as the Company deems desirable or
necessary in connection with the Plan's operations.
USE OF PROCEEDS
If newly issued or treasury shares of Common Stock are purchased under
the Plan, the proceeds from such sales will be used for general corporate
purposes, including, without limitation, the redemption, repayment or
retirement of outstanding indebtedness of the Company or the advance or
contribution of funds to one or more of the Company's subsidiaries to be used
for general corporate purposes or to increase capital. The Company is unable
to estimate the amount of proceeds from the purchase of such shares of Common
Stock by the Plan which may occur. The Company will not receive any proceeds
when shares of Common Stock are purchased under the Plan in the open market.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the purchase of shares of Common Stock, either
newly issued shares, shares held in the treasury of the Company, or on the
open market by an Independent Agent. As of the date of this Prospectus,
shares of Common Stock purchased for Participants under the Plan are being
purchased from treasury. The Plan provides that the Company may not change
its determination regarding the source of purchases of shares under the Plan
more than once in any three month period. The primary consideration in
determining the source of shares of Common Stock to be used for purchases
under the Plan is expected to be the Company's need to increase equity
capital. If the Company does not need to raise funds externally or if
financing needs are satisfied using non-equity sources of funds to maintain
the Company's targeted capital structure, shares of Common Stock purchased for
Participants under the Plan will be purchased on the open market, subject to
the aforementioned limitation on changing the source of shares of Common
Stock.
13
The Company will pay all brokerage commissions incurred on purchases of
shares of Common Stock, administrative costs, and expenses associated with the
Plan. Participants will bear the cost of brokerage commissions related to
sales of shares of Common Stock made in the open market.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 175,000,000
shares of AFLAC Incorporated Common Stock, par value of $.10 per share (the
"Common Stock"). In accordance with the Company's Articles of Incorporation,
shares of Common Stock are entitled to one vote per share until they have been
held by the same beneficial owner for a continuous period of grater than 48
months prior to the record date as to which the Shares are to be voted, at
which time they become entitled to 10 votes per share. Any transferee of a
share of Common Stock where such share was transferred to the transferee by
gift, devise or bequest or otherwise through the laws of inheritance, descent
or distribution from the estate of the transferor, or by distribution to a
beneficiary of shares held in trust for such beneficiary, is deemed to be the
same beneficial owner as the transferor. Shares acquired as a direct result
of a stock split, stock dividend or other distribution with respect to
existing shares ("dividend shares") are deemed to have been acquired and held
continuously from the date on which the shares with regard to which the issued
dividend shares were acquired.
The holders of the Common Stock are not entitled to cumulate votes for
the election of Directors. The holders of the Common Stock are entitled to
receive dividends as and when declared by the Board of Directors of the
Company out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the affairs of the Company, the
holders of the Common Stock will be entitled to share ratably in any assets
remaining after the payment in full of all liabilities of the Company.
The holders of the Common Stock do not have preemptive rights with
respect to the issuance of additional shares of capital stock by the Company.
The Common Stock does not contain any redemption provisions or conversion
rights.
EXPERTS
The consolidated financial statements and schedules of the Company and
its subsidiaries included in the Company's Annual Report on Form 10-K,
incorporated herein by reference, have been audited by KPMG Peat Marwick LLP,
Independent Auditors, as indicated in the report appearing therein. Such
financial statements and schedules are incorporated therein by reference in
reliance on such report given upon the authority of that firm as experts in
accounting and auditing.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Joey M. Loudermilk, Senior Vice
President and General Counsel of the Company.
14
AFLAC INCORPORATED
3,000,000 SHARES
COMMON STOCK
(par value $.10 per share)
PROSPECTUS
AFL STOCK PLAN:
A DIRECT STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
NOVEMBER __, 1995
No person is authorized to give any
information or to make any representations
other than those contained in the Prospectus,
and if given or made, such information or
representation must not be relied upon as
having been authorized by the Company. This
Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any
securities other than the securities offered
by this Prospectus or an offer to sell or a
solicitation of an offer to buy such securities
in any jurisdiction or 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 hereof,
or that the information herein contained or
incorporated by reference is correct as of any
time subsequent to the date hereof.
TABLE OF CONTENTS
Prospectus
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company and its Subsidiaries 3
AFLAC Incorporated
AFL Stock Plan 4
Use of Proceeds 13
Plan of Distribution 13
Description of Common Stock 14
Experts 14
Legal Opinions 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
Registration fees $42,801.72
Printing and engraving expenses $22,500.00
Legal expenses $14,000.00
Blue Sky fees and expenses -0-
Accounting fees and expenses -0-
NASD fees -0-
Miscellaneous $11,000.00
__________
Total $90,301.72
Item 15. Indemnification of Officers and Directors
The Georgia Business Corporation code provides that, under certain
circumstances, directors, officers, employees and agents of a Georgia
corporation may be indemnified against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
settling, or otherwise disposing of, suits or threatened suits to which they
are a party or threatened to be named a party by reason of acting in any of
such capacities if such person acted in a manner such person believed in good
faith to be in, or not opposed to, the best interests of the corporation. The
By-Laws of the Company provide for indemnification of officers and directors
to the fullest extent permitted by such Georgia law. The Company's Articles
of Incorporation also limit the potential personal monetary liability of the
members of the Company's Board of Directors to the Company or its stockholders
for certain breaches of their duty of care or other duties as a director.
The Company maintains (i) director and officer liability insurance that
provides for indemnification of the directors and officers of the Company and
of its majority-owned subsidiaries, and (ii) company reimbursement insurance
that provides for indemnification of the Company and its majority-owned
subsidiaries in those instances where the Company and/or its majority-owned
subsidiaries indemnified its directors and officers. The present limits of
liability for the director and officer liability insurance and the company
reimbursement insurance policies are $50 million.
Item 16. Exhibits.
4.1 Articles of Incorporation of AFLAC Incorporated, as amended. Filed
as Exhibit 3.0 to AFLAC Incorporated's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991 and incorporated herein
by reference.
5.1 Opinion of Joey M. Loudermilk, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Letter of KPMG Peat Marwick re Unaudited Interim Financial
Information.
23.3 Consent of Joey M. Loudermilk (included in the Opinion of Counsel
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney, as set forth on the signature page hereof.
II-1
Item 17. Undertakings
The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each post-effective
amendment to 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.
The undersigned registrant undertakes 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
The undersigned registrant hereby undertakes 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 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 and will be governed by the final adjudication of such issue.
II-2
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-3 and has duly 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 this
21 day of November, 1995.
AFLAC INCORPORATED
Dated: November 21, 1995 By: /s/ Daniel P. Amos
Daniel P. Amos
Chief Executive Officer
and President
By: /s/ Kriss Cloninger, III
Kriss Cloninger, III
Executive Vice President
and Chief Financial
Officer
By: /s/ Norman P. Foster
Norman P. Foster
Executive Vice President
of Corporate Finance
II-3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of AFLAC Incorporated, a
Georgia Corporation, do hereby constitute and appoint Joey M. Loudermilk, and
Kriss Cloninger, III, and each of them, the lawful attorneys and agents or
attorney and agent, with power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and
any one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933 as amended, and any
rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration Statement, to
any and all amendments, both pre-effective and post-effective, and supplements
to this Registration Statement, and to any and all instruments or documents
filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereto, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents or any of them shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his name.
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
____________________________ Chairman of ___________, 1995
Paul S. Amos the Board
/s/ Daniel P. Amos Vice Chairman November 21, 1995
Daniel P. Amos of the Board
/s/ John Shelby Amos, II Director November 21, 1995
John Shelby Amos
/s/ Michael H. Armacost Director November 21, 1995
Michael H. Armacost
II-4
/s/ M. Delmar Edwards, M. D. Director November 21, 1995
M. Delmar Edwards, M. D.
/s/ George W. Ford Director November 21, 1995
George W. Ford
/s/ Cesar E. Garcia Director November 21, 1995
Cesar E. Garcia
/s/ The Hon. Joe Frank Harris Director November 21, 1995
The Hon. Joe Frank Harris
____________________________ Director ___________, 1995
Elizabeth J. Hudson
/s/ Kenneth S. Janke, Sr. Director November 21, 1995
Kenneth S. Janke, Sr.
_____________________________. Director ___________, 1995
Charles B. Knapp, Ph. D.
____________________________ Director ___________, 1995
Hisao Kobayashi
____________________________ Director ___________, 1995
Yoshiki Otake
/s/ E. Stephen Purdom Director November 21, 1995
E. Stephen Purdom
/s/ Barbara K. Rimer Director November 21, 1995
Barbara K. Rimer
/s/ Henry C. Schwob Director November 21, 1995
Henry C. Schwob
II-5
/s/ J. Kyle Spencer Director November 21, 1995
J. Kyle Spencer
/s/ Glenn Vaughn, Jr. Director November 21, 1995
Glenn Vaughn, Jr.
II-6
EXHIBIT INDEX
Number Exhibit
5.1 Opinion of Joey M. Loudermilk, Esq.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Letter of KPMG Peat Marwick re Unaudited
Interim Financial Information
II-7
Exhibit 5.1
November 20, 1995
AFLAC Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AFLAC Incorporated, a
Georgia corporation (the "Company"). The Company is filing a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission relating to 3,000,000 shares of common stock, par value
$.10 per share (the "Common Stock"), of the Company (the "Shares") issuable
pursuant to the Company's Direct Stock Purchase and Dividend Reinvestment 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").
In connection with this opinion, I have reviewed such documents as I have
deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies, and the authenticity of
the originals of such copies. As to any facts material to this opinion that I
did not independently establish or verify, I have relied upon representations
or certificates of the officers and directors of the Company.
I am a member of the State Bar of Georgia and I express no opinion as to
the laws of any other jurisdiction.
Based upon the foregoing, and subject to the qualifications set forth
herein, I am of the opinion that the Shares have been duly and validly
authorized and when the certificates for the Shares have been duly executed,
delivered and paid for in accordance with the Plan, the Shares will be duly
and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of my name in the Prospectus that is a
part of the Registration Statement.
Very truly yours,
/s/ Joey M. Loudermilk
Joey M. Loudermilk
Senior Vice President and
General Counsel
Exhibit 23.1
The Board of Directors
AFLAC Incorporated
Columbus, Georgia
Ladies and Gentlemen:
We consent to the use of our report dated January 30, 1995, on the
consolidated balance sheets of AFLAC Incorporated and subsidiaries as of
December 31, 1994 and 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, 1994, which report
appears in the December 31, 1994, annual report on Form 10-K of AFLAC
Incorporated, incorporated herein by reference and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Atlanta, Georgia
November 21, 1995
Exhibit 23.2
The Board of Directors
AFLAC Incorporated
Columbus, Georgia
Ladies and Gentlemen:
Re: Registration Statement Form S-3
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated April 25, 1995, July 24,
1995, and October 25, 1995, 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 reports prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
Atlanta, Georgia
November 21, 1995
