As filed with the Securities and Exchange Commission on February 28, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFLAC INCORPORATED
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(Exact name of registrant as specified in its charter)
GEORGIA 58-1167100
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(State of incorporation) (IRS Employer
Identification Number)
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 31999
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(Address of principal executive offices and zip code)
AFLAC INCORPORATED AMENDED 1985 STOCK OPTION PLAN
formerly, AMERICAN FAMILY CORPORATION STOCK OPTION PLAN (1985)
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(Full title of the plan)
Martin A. Durant, III
Senior Vice President, Corporate Services
AFLAC Incorporated
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999
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(Name and address of agent for service)
(706) 323-3431
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(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, 1,195,000 $48.75 $58,256,250 $20,088.50
$.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 February 23,
1996.
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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 Statements 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, 1994, filed electronically with the Securities and Exchange Commission
(the "SEC") on March 28, 1995;
c. AFLAC's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995, June 30, 1995, and September 30, 1995;
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,
1994;
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 Plan 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
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5.1 Opinion of Joey M. Loudermilk, General
Counsel, AFLAC Incorporated
15 Letter of KPMG Peat Marwick, Re:
Unaudited Interim Financial Statements
23.1 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
February 23, 1996.
AFLAC INCORPORATED
Dated February 23, 1996 By: /s/ Daniel P. Amos
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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
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/s/ Daniel P. Amos Chief Executive February 23, 1996
- ------------------------- Officer and Vice -----------------
Daniel P. Amos Chairman of the
Board
/s/ Kriss Cloninger, III Executive Vice February 23, 1996
- ------------------------- President, -----------------
Kriss Cloninger, III Treasurer and
Chief Financial
Officer
/s/ Martin A. Durant, III Senior Vice February 23, 1996
- ------------------------- President, -----------------
Martin A. Durant, III Corporate Services
/s/ Paul S. Amos Chairman of February 23, 1996
- ------------------------- the Board -----------------
Paul S. Amos
/s/ J. Shelby Amos, II Director February 23, 1996
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J. Shelby Amos, II
Director February 23, 1996
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Michael H. Armacost
/s/ M. Delmar Edwards, M.D. Director February 23, 1996
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M. Delmar Edwards, M.D.
/s/ George W. Ford, Jr. Director February 23, 1996
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George W. Ford, Jr.
Director February 23, 1996
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Cesar E. Garcia
/s/ Joe Frank Harris Director February 23, 1996
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Joe Frank Harris
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Director February 23, 1996
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Elizabeth J. Hudson
Director February 23, 1996
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Kenneth S. Janke, Sr.
Director February 23, 1996
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Charles B. Knapp
Director February 23, 1996
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Hisao Kobayashi
Director February 23, 1996
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Yoshiki Otake
/s/ E. Stephen Purdom Director February 23, 1996
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E. Stephen Purdom
/s/ Barbara K. Rimer Director February 23, 1996
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Barbara K. Rimer
/s/ Henry C. Schwob Director February 23, 1996
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Henry C. Schwob
/s/ J. Kyle Spencer Director February 23, 1996
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J. Kyle Spencer
/s/ Glenn Vaughn, Jr. Director February 23, 1996
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Glenn Vaughn, Jr.
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EXHIBIT INDEX
NUMBER DESCRIPTION
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5.1 Opinion of Joey M. Loudermilk, General Counsel,
AFLAC Incorporated
15 Letter of KPMG Peat Marwick,
Re: Unaudited Interim Financial Statements
23.1 Consent of KPMG Peat Marwick
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EXHIBIT 5.1
February 28, 1996
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 1,195,000 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 am 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
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Joey M. Loudermilk
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EXHIBIT 15
KPMG PEAT MARWICK, LLP
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 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 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, LLP
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KPMG Peat Marwick, LLP
Atlanta, Georgia
February 23, 1996
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EXHIBIT 23.1
KPMG PEAT MARWICK, LLP
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 30, 1995,
relating to 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.
/s/ KPMG Peat Marwick, LLP
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KPMG Peat Marwick, LLP
Atlanta, Georgia
February 23, 1996
