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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
(Exact name of issuer as specified in its charter)
Florida 59-1219710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1776 American Heritage Life Drive, Jacksonville, Florida 32224
(Address of principal executive office)
__________________
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
1996 STOCK OPTION PLAN
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
___________________________
MR. C. RICHARD MOREHEAD W. MICHAEL HEEKIN, ESQUIRE
Executive Vice President and Senior Vice President, General
Chief Financial Officer Counsel and Secretary
American Heritage Life American Heritage Life
Investment Corporation Investment Corporation
1776 American Heritage Life Drive 1776 American Heritage Life Drive
Jacksonville, Florida 32224 Jacksonville, Florida 32224
(904) 992-2570 (904) 992-2680
(Name, address, and telephone number, including area code of
agent for service)
______________________
Copies to:
HAROLD F. McCART, JR., ESQUIRE
Boling & McCart
(a professional association)
Seventy-Six South Laura Street
Suite Seven Hundred
Jacksonville, Florida 32202
___________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Being Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock,
Par Value $1.00 650,000
Per Share Shares $21.75 $14,137,500 $4,875*
- ----------------------------------------------------------------------------------------------------------------
* Pursuant to Rule 457(c), based on $21.75 (the closing price of the shares reported for June 26, 1996, by the
New York Stock Exchange) for shares issuable pursuant to the American Heritage Life Investment Corporation
Stock Investment Plan.
================================================================================================================
</TABLE>
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to the employees of American Heritage Life Investment
Corporation (the "Company") and its affiliates who are eligible to purchase or
receive shares of the Company's Common Stock, par value $1.00 per share (the
"Shares") pursuant to the American Heritage Life Investment Corporation 1996
Stock Option Plan and Amended and Restated Long-Term Incentive Plan as
specified by Rule 428I(b)(1) as promulgated under the Securities Act of 1933,
as amended.
Such documents will include information required by Items 1 and 2 to
Form S-8. Pursuant to instructions in Part I of Form S-8, such documents are
not filed with the Commission. These documents are the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of 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 Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act (File No. 1-7255).
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996, filed pursuant to Section 13 of
the Exchange Act (File No. 1-7255).
(3) The Company's definitive proxy statement, dated March 22,
1996, filed pursuant to Section 14 of the Exchange Act (File
No. 1-7255) relating to its Annual Meeting of Shareholders
held on April 25, 1996.
(4) Description of the shares of Common Stock contained in the
Company's registration statement and the amendments thereto
filed pursuant to Section
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12(b) of the Exchange Act or reports or any amendments thereto
filed for the purpose of updating such description (File No.
1-7255).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
such a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement as modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The registrant's Articles of Incorporation and By-Laws generally
provide that the registrant's directors, officers, employees, and agents shall
be indemnified against any and all claims and liability to which they may be
subject by reason of any action taken or omitted by him or her as such
director, officer, employee, or agent and shall be reimbursed for any expenses
incurred in connection with any such claim or liability provided, however, that
no such person is entitled to any indemnification for the claim or liability if
it arose out of such person's gross and willful negligence or willful
misconduct.
The directors, officers, employees or agents of the corporation are
also entitled to the benefits of Section 93 of the Florida Business Corporation
Law.
Section 93 of the Florida Business Corporation Act (Florida Statutes
Section 607.0850) provides that a director, officer, agent and employee of a
corporation or its subsidiaries or other affiliates may be indemnified under
certain conditions by the corporation against expenses, including attorney's
fees, actually and reasonably incurred in connection with the defense or
settlement of an action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which he becomes a party because he was
such director, officer, agent or employee, including expenses reasonably
incurred in settlement of any of the aforesaid matters, if the board of
directors by a majority vote of a quorum
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consisting of directors who were not parties to the proceeding determine that
the person seeking indemnification acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation.
Section 607.0850 also provides that the indemnification provided
pursuant to above provisions are not exclusive, and a corporation may make any
other further indemnification of any of its directors, officers, employees, or
agents, under any by-laws, agreements, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. However, indemnification
shall not be made to or on behalf of any director, officer, employee, or agent
if a judgment or other final adjudication establishes that his actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute:
(a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct
was unlawful;
(b) A transaction from which the director, officer, employee or
agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under which certain
liability provisions relating to the payment of dividends an
asset distributions are applicable; or
(d) Willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or
in a proceeding by or in the right of a shareholder.
In addition, the Company carries directors and officers liability
insurance.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Number Description
3(a) Amended and Restated Articles of Incorporation of
American Heritage Life Investment Corporation dated
April 26, 1996. Incorporated by reference to Exhibit
3(i) of the Form 8-K, dated April 26, 1996 (File No.
1-7255).
(b) By-Laws of American Heritage Life Investment
Corporation as amended and restated, dated February
26, 1996. Incorporated by
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reference to Exhibit 3 of a Form 8-K, dated February
26, 1996 (File No. 1-7255).
4 Common Stock Certificate of American Heritage Life
Investment Corporation. Incorporated by
reference to Exhibit 4 of the Form 10-K filed by
Registrant for the period ended December 31, 1994
(File No. 1-7255).
5 Opinion of Boling & McCart.*
10(a) American Heritage Life Investment Corporation 1996
Stock Option Plan. Incorporated by reference to
Exhibit II of Registrant's Proxy Statement dated
March 22, 1996. (File No. 1-7255).
10(b) American Heritage Life Insurance Company Long-Term
Incentive Plan. Incorporated by reference to Exhibit
I of Registrant's Proxy Statement dated March 22,
1996 (File No. 1-7255).
23(a) The consent of KPMG Peat Marwick LLP, independent
public accountants to the Registrant (See page
10).*
23(b) Consent of Boling & McCart, a professional
association, counsel to Registrant. See page 11.*
24 Powers of Attorney (See signature page 8 hereof).*
_____________
*Filed with this report.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers and
controlling persons of the Company pursuant to the provisions referred to in
Item 6 of this Registration Statement or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim against the Company for
indemnification against such liability (other than the payment by the Company
of expenses incurred or paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding) is asserted by a director
or officer or controlling person in connection with the securities being
registered, the Company 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 of whether or not such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Company 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 of 1933;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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 the
Registration Statement; and
(iii) 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; provided, however,
that the registrant need not file a post-effective amendment
to include the information required to be included by
subsection (i) or (ii) if the information is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
which are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(4) That, for the purpose 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 (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.
(5) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.
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(6) The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in
the plan who do not otherwise receive such material as stockholders
of the registrant, at the time and in the manner such material is sent
to its stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally.
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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 duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Jacksonville, State of Florida, the 24th day
of June, 1996.
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
By: /s/ T. O'Neal Douglas
-----------------------------------
T. O'Neal Douglas
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorized T. O'Neal Douglas, and Christopher A. Verlander,
and each of them, as Attorneys-in-Fact, to sign on his behalf individually and
in each capacity stated below, and to file any amendments including Post
Effective Amendments, to this Registration Statement.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. O'Neal Douglas
- --------------------------------- Chairman of the Board of
T. O'Neal Douglas Directors and Director
(Principal Executive Officer)
/s/ Christopher A. Verlander
- --------------------------------- President and Director
Christopher A. Verlander (Principal Operating Officer)
/s/ C. Richard Morehead
- --------------------------------- Executive Vice President &
C. Richard Morehead Director (Principal Financial
and Accounting Officer)
/s/ Edward L. Baker
- --------------------------------- Director
Edward L. Baker
/s/ A. Dano Davis June 24, 1996
- --------------------------------- Director
A. Dano Davis
/s/ Robert D. Davis
- --------------------------------- Director
Robert D. Davis
/s/ H. Corbin Day
- --------------------------------- Director
H. Corbin Day
/s/ Radford D. Lovett
- --------------------------------- Director
Radford D. Lovett
/s/ W. A. Verlander
- --------------------------------- Director
W. A. Verlander
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EXHIBIT NO. 5
June 27, 1996
American Heritage Life Investment Corporation
American Heritage Life Building
1776 American Heritage Life Drive
Jacksonville, Florida 32224
Re: REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
We have acted as counsel for American Heritage Life Investment
Corporation, a Florida corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on the
Commission's Form S-8 (the "Registration Statement"), for the purpose of
registering the offering and sale of up to 650,000 shares of the Company's
Common Stock, par value $1.00 per share, (the "Shares").
In acting as such counsel, we have examined and relied upon the
originals or copies, certified or otherwise identified to our satisfaction, of
such Company records, documents, certificates, and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below. Based upon the foregoing, and such examination of law as we
have deemed necessary, we are of the opinion that:
1. The Company is a corporation organized under the laws of the
State of Florida and its status in that state is active.
2. The Shares have been authorized and, are, or will be, validly
issued and are, or will be, fully paid and non-assessable.
We consent to the use of this letter as an Exhibit to the Registration
Statement.
Very truly yours,
Boling & McCart
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EXHIBIT 23(A)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
American Heritage Life Investment Corporation
We consent to the use of our report incorporated by reference into a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission by American Heritage Life Investment Corporation (the "Company") and
the Prospectus used in connection therewith for the purpose of registering
650,000 shares of the Company's Common Stock, par value $1.00 per share,
issuable in connection with the Company's 1996 Stock Option Plan and its
Amended and Restated Long-Term Incentive Plan.
KPMG PEAT MARWICK LLP
Jacksonville, Florida
June 26, 1996
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EXHIBIT 23(B)
CONSENT OF COUNSEL
American Heritage Life
Investment Corporation
1776 American Heritage Life Drive
Jacksonville, Florida 32224
Dear Sirs:
The undersigned consents to the use of its Opinion as an exhibit to a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission by American Heritage Life Investment Corporation (the "Company") for
the purpose of registering 650,000 shares of the Company's Common Stock, par
value $1.00 per share, issuable pursuant to the Company's 1996 Stock Option
Plan and its Amended and Restated Long-Term Incentive Plan.
Sincerely,
Boling & McCart
June 27, 1996
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