<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-1219710
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
(904) 992-1776
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MR. C. RICHARD MOREHEAD W. MICHAEL HEEKIN, ESQ.
Executive Vice President and Senior Vice President, General Counsel
Chief Financial Officer 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, including zip code and telephone number,
including area code, of agents for service)
Copy to:
HAROLD F. McCART, JR., ESQ.
Boling & McCart
(a professional association)
Seventy-Six South Laura Street
Suite Seven Hundred
Jacksonville, Florida 32202
(904) 354-6543
----------------
Approximate date of commencement of proposed sale to 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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
[X]
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> <C>
Shares of Common
Stock, par value 100,000
$1.00 per share Shares $21.75 $2,175,000 $750
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee. Based,
pursuant to Rule 457(b), on the closing price of the Common Stock reported for
June 26, 1996 by the New York Stock Exchange.
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 of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM CAPTION OF PROSPECTUS
<S> <C> <C>
1. Forepart of the Registration Statement Cover Page; Outside Front Cover Page of
and Outside Front Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Back Cover Pages Available Information; Incorporation of Certain
of Prospectus Documents by Reference; Outside Back Cover of
Prospectus
3. Summary Information, Risk Factors and Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds
Use of Proceeds
5. Determination of Offering Price
Cover Page; Agents Stock Investment Plan
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Agents Stock Investment Plan
9. Description of Securities to be Incorporation of Certain Documents by
Registered Reference; Description of the Shares
10. Interests of Named Experts and Counsel Legal Opinion
11. Material Changes
Not Applicable
12. Incorporation of Certain Documents by
Reference Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liability
</TABLE>
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[AHL]
[LOGO]
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
100,000 SHARES
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
COMMON STOCK
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AGENTS STOCK INVESTMENT PLAN
-----------------
The Amended and Restated Agents Stock Investment Plan (the "ASI Plan") of
American Heritage Life Investment Corporation (the "Company") provides the
independent soliciting agents of those subsidiaries of the Company which elect
to participate in the ASI Plan with a simple and convenient method of
purchasing shares of the Company's Common Stock, par value $1.00 per share (the
"Shares"), without payment of any brokerage commission or service charge and at
a discount from the market price.
Purchases will be made solely through deductions from commissions payable
by participating subsidiaries of the Company to their participating agents with
a minimum monthly deduction of $500 and maximum of $2,000.
Shares purchased pursuant to the ASI Plan will be purchased either in the
open market or from the Company's authorized, but unissued, Shares or from
Shares held in the Company's treasury at a price equal to the closing price of
the Shares as reported on the New York Stock Exchange on the purchase date, 95%
of which will be paid by the participating agent and 5% of which will be paid
by the participating subsidiary. All shares held for the account of a
participant pursuant to the ASI Plan will automatically participate in the
Company's Automatic Dividend Reinvestment Plan which provides for automatic
reinvestment of cash dividends paid on Shares toward the purchase of Shares
from the Company at the closing price of the Shares as reported on the New York
Stock Exchange on the dividend payment date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This Prospectus relates to 100,000 Shares registered for purchase under
the ASI Plan either in the open market or from the Company's treasury or from
its authorized, but unissued, Shares. These Shares are listed for trading on
the New York Stock Exchange. It is suggested that this Prospectus be retained
for future reference.
----------------
The date of this Prospectus is June 27, 1996
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AVAILABLE INFORMATION
The Company is subject to the information 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"). The Registration
Statement, the exhibits and schedules forming a part thereof and the reports,
proxy statements and other information filed by the Company with the Commission
in accordance with the Exchange Act can be inspected and copied at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Shares are
listed on the New York Stock Exchange and similar, and other, information
concerning the Company can be inspected and copied at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement (the
"Registration Statement") (of which this Prospectus is a part) under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Shares. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto. For further information
regarding the Company and the Securities, reference is hereby made to the
Registration Statement and such exhibits and schedules, which may be obtained
from the Commission at its principal office in Washington, D.C., upon payment
of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, 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 held on April 25, 1996.
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All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed incorporated by reference into this
Prospectus and to be a part hereof from the date of the 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 Prospectus 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.
The description of the Shares included or incorporated by reference in
its Registration Statement and the amendments thereto filed pursuant to Section
12(b) of the Exchange Act including any amendments or reports filed for the
purpose of updating such description is incorporated herein by reference.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated by reference in the Registration
Statement (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that the Registration
Statement incorporates. Requests for such copies should be directed to W.
Michael Heekin, Senior Vice President, General Counsel and Secretary, American
Heritage Life Investment Corporation, American Heritage Life Building, 1776
American Heritage Life Drive, Jacksonville, Florida 32224, telephone number
(904) 992-2680.
THE COMPANY
The Company, a Florida corporation founded on September 27, 1968, is a
holding company whose principal subsidiary is American Heritage Life Insurance
Company ("AHL"), a Florida life insurance company. AHL was organized on
September 11, 1956 and is presently authorized to do business as a life
insurance company in all states, other than New York, and in the District of
Columbia, U.S. Virgin Islands and Puerto Rico. AHL is engaged in the business
of underwriting life and accident and health insurance on an individual, credit
and group basis. First Colonial Insurance Company, a Florida credit property
insurance company and a wholly-owned subsidiary of AHL, was organized in 1987.
The Company has reported increased operating earnings for 20 consecutive
years and has increased dividends to shareholders for 27 consecutive years. In
addition, the Company had more than $18.3 billion of gross life insurance
volume in force, and $1.318 billion of assets at December 31, 1995. There can
be no assurance that the Company will continue to experience this level of
growth in the future.
AGENT STOCK INVESTMENT PLAN
1. Plan. The purpose of the Agents Stock Investment Plan, which was
adopted April 29, 1993 and amended and restated April 25, 1996, (the "ASI
Plan") is to encourage a sense
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of proprietorship on the part of all soliciting agents of AHL, a wholly owned
subsidiary of the Company or any other subsidiary of the Company or AHL, which
shall be designated a Participating Subsidiary, by assisting them in making
regular purchases of the Shares and thus increasing their interest in the
growth of the Company and its financial success. It is understood that all
soliciting agents of AHL or any other subsidiary of the Company or AHL are
"independent contractors" and nothing in this plan is to be construed as
changing that independent contractor status or creating an employee/employer
relationship between the participant and the Company, AHL or a subsidiary of
either company.
The Board of Directors of the Company or Executive Committee thereof
shall have full power and authority to interpret and construe any provision of
the ASI Plan finally and conclusively as to all persons having any interest
thereunder, to adopt rules and regulations not inconsistent with the ASI Plan
for carrying out the plan or for providing for matters not specifically covered
in the plan and to alter, amend, and revoke any rules or regulations so
adopted. The ASI Plan is administered by the SunTrust Bank, Atlanta (the
"Administrator"), P. O. Box 4625, Atlanta, Georgia 30302, Telephone Number
1-800-568-3476.
2. Eligibility of Participant. Every person designated by the
President of a Participating Subsidiary, whether a natural person or a
corporation, who is licensed as an insurance agent or under contract with such
Participating Subsidiary (an "Insurance Agent"), and who has earned monthly
commissions due and payable to him or her of not less than $500, shall be
eligible to participate in the ASI Plan. For the purpose of the ASI Plan, a
"Participating Subsidiary" shall be any subsidiary of the Company or AHL in
which the Company or AHL owns greater than 50% of the capital stock having
voting power in ordinary circumstances, which has been designated as a
Participating Subsidiary by a resolution of the Board of Directors of the
Company or AHL, and which designation has been accepted by a resolution of the
Board of Directors of such designated subsidiary. Participating Subsidiary
shall be deemed to include such subsidiaries of Participating Subsidiaries
which are so included by the above mentioned resolution of the Board of
Directors of the Participating Subsidiary. Eligible Insurance Agents of any
Participating Subsidiary shall include all Insurance Agents designated by the
President of the Participating Subsidiary. The Company or any of its
Participating Subsidiaries may be referred to herein as the "Participating
Subsidiary" or together as the "Participating Subsidiaries."
3. Participation: Commission Deductions. Each eligible Insurance
Agent may become a participant in the ASI Plan by filing with the Administrator
a written application on such form as may be prescribed by the Administrator.
The application will be recorded by the Administrator and forwarded to the
Company. Each application of an eligible Insurance Agent will become effective
for the first commission period beginning in the calendar month next succeeding
the date on which such application is received by the Company. As used herein,
the term "commission period" shall mean the monthly period from the date on
which the Insurance Agent customarily receives his regular monthly commissions
to the next successive date on which he customarily receives such monthly
payment.
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All Insurance Agent contributions to the ASI Plan will be made only by
commission deduction. Each application shall specify the amount which the
participant elects to contribute under the ASI Plan for each commission period
and shall authorize the Participating Subsidiary to withhold such amount from
the commissions of such participant with respect to each commission period
thereafter until such participant's participation in the ASI Plan is terminated
or until the amount of such deductions shall be changed or suspended as
hereinafter provided. The amounts so authorized to be withheld must be not
less than $500 per month nor more than $2,000 per month.
Any application may be amended to increase or to reduce (within the
limits permitted by the ASI Plan) or to suspend the amount of such commission
deductions at any time. Each such amendment shall be made by filing a written
application on such form as may be prescribed by the Administrator with the
commission office from which the participant's commissions are paid, and shall
become effective for the first monthly period beginning after receipt of the
application.
4. Transmittal. Each Participating Subsidiary shall accumulate on a
monthly basis and hold, without interest, all amounts so withheld from the
commissions of its participating Insurance Agents. All such amounts
accumulated in any month, along with the Participating Subsidiary monthly
contributions described in paragraph 6 below, shall be transmitted to the
Administrator (to be applied in accordance with the provisions of the ASI Plan)
so as to be mailed to the Administrator as soon as possible following the month
of the withholding of such amounts; provided, however, that the Company's
Executive Committee or its designee may in its discretion transmit such amounts
to the Administrator at such later time as such Committee or its designee may
determine; provided, however, that such later transmittal shall be not later
than ninety (90) days after the month in which the amounts transmitted were
accumulated for the accounts of the participants. Such transmittal shall be
accompanied by a transmittal letter, the form of which will be supplied by the
Administrator. A signed copy of each amendment of the application shall be
transmitted to the Administrator with the first transmittal of monies
thereafter deducted on behalf of participants in the ASI Plan.
In lieu of transmitting funds to the Administrator, the Participating
Subsidiaries may transmit an equivalent amount of Shares based on their market
price on the day preceding the day of transmittal. Such market price shall be
equal to the mean between the bid and asked prices of the Shares, as reported
by NBASDAQ, in the over-the-counter market or the closing price of the Shares
on any national stock exchange on which the Shares may be traded. The Shares
are currently listed for trading on the New York Stock Exchange.
The Administrator shall establish and maintain a separate account on
behalf of each participant. All Shares purchased or transmitted under the ASI
Plan shall be held in the name and custody of the Administrator for the
benefit of the participants and subject to withdrawal by such participants as
herein provided.
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5. Purchase. Upon receipt of funds from the Company and/or its
Participating Subsidiaries for such purpose hereunder, the Administrator shall,
as promptly as practicable and in accordance with the guidelines of the
Securities and Exchange Commission, purchase in the over-the-counter market or
on any national stock exchange on which the Shares may be traded or, if at a
price lower than shall then prevail in the open market, in a negotiated private
transaction, as agent for the participants, as many whole Shares as the
aggregate of such funds will permit. The Administrator may purchase Shares
from the Company held in its treasury or from its authorized, but unissued,
Shares. The aggregate of all such purchases will be allocated, on the basis of
the average cost thereof, to the respective accounts of the participants in
proportion to the portion of such funds which was withheld with respect to each
participant. Each Participating Subsidiary will pay all commissions or charges
on the aggregate number of Shares so purchased under the ASI Plan each month,
attributable to each such Participating Subsidiary's participating Insurance
Agents.
6. Participating Subsidiary Contribution. Each Participating
Subsidiary will contribute an amount equal to five percent (5%) of each of its
respective participating Insurance Agents total monthly commissions deduction
toward the purchase of Shares pursuant to the ASI Plan. This contribution will
be combined with the amounts of a participating Insurance Agent's total monthly
commission deductions for investment pursuant to the plan. Each participating
Insurance Agent's monthly commission deduction shall not be less than $500 nor
more than $2,000. If in any month a participant's commissions drop below $500,
such participant's participation in the ASI Plan will be suspended for that
month and any succeeding month until his or her monthly commissions are at
least $500. Such contributions constitute income to each participating
Insurance Agent, are taxable as ordinary income and will be reported to the
Internal Revenue Service on Form 1099 at the end of the year. The Company
shall furnish to the Administrator concurrently with each such delivery a
complete list of the participants who are entitled to receive any of such
contribution.
7. Confirmations. The Administrator will forward to each participant
a confirmation or a monthly statement indicating the number of Shares acquired
under the provisions of the ASI Plan for his or her account (whether purchased
for his or her account or contributed by the Participating Subsidiaries), the
cost thereof, the date of acquisition, and the total number of Shares then
credited to his or her account.
8. Withdrawal of Shares. A participant may at any time withdraw from
his or her account part or all of any whole Shares then credited to such
account, by filing with the Administrator written notice in such form as the
Administrator shall have prescribed therefor. A withdrawal of Shares shall
have no effect on the participant's deductions and shall not effect a
termination of his or her interest in the ASI Plan. All federal or state
transfer taxes, if any, which may be due upon any withdrawal from the ASI Plan
will be paid by the Participating Subsidiary of such participant.
9. Termination. If a participant shall die, retire, become totally
and permanently disabled or cease to be an Insurance Agent of a Participating
Subsidiary, such person's
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participation in the ASI Plan shall thereupon automatically terminate. The
Participating Subsidiary will notify the Administrator of any such termination.
Securities held by the Administrator for the account of any person whose
participation in the ASI Plan shall have been terminated will continue to be so
held by the Administrator and the reinvestment of dividends continued until the
Administrator shall have received other instructions from such participant or
his or her estate.
Upon the receipt of appropriate instructions from the participant or his
or her legal representative, the Administrator will transfer or sell any whole
Shares credited to the account of the participant as directed. In the case of
a sale, brokerage commissions will be deducted from the proceeds. All federal
or state transfer taxes, if any, which may be due upon transfer of such Shares
to the participant will be paid by the appropriate Participating Subsidiary.
Such taxes due upon transfers to any person other than the participant will not
be borne by the Participating Subsidiary, and the Administrator may require the
deposit of funds sufficient to cover such taxes in advance of making any such
transfer. No participant shall have any right to receive any fractional Share
credited to his account in the ASI Plan, nor shall any provision herein be
construed to give such right. Any fractional Share interest subject to
transfer to the participant or other person shall be paid thereto in cash by
the Administrator.
10. Voting and Other Rights. All rights as a shareholder of the Shares
shall vest in the participant upon the date when such Shares are credited to
his or her account, except as otherwise provided in paragraphs 9 and 11
hereunder and except that voting rights in respect of such Shares shall be
exercised by the Administrator in accordance with the participant's signed
proxy instructions duly delivered to the Administrator or otherwise in
accordance with the applicable rules of any national stock exchange on which
the Shares may be traded. The Administrator will deliver to each participant
as promptly as practicable, by mail or otherwise, all notices of meetings,
proxy statements and other material distributed by the Company to its
shareholders.
There will be no charge to the participants of the Administrator's
retention or delivery of Share certificates of in connection with notices,
proxies, or other such material. The Administrator shall exercise proxy
instructions received from the participants on all whole Shares only with no
proxies being voted with respect to any fractional Shares.
11. Dividends and Other Proceeds. Cash dividends received in respect
of the Shares held in the accounts of participants will be credited by the
Administrator to such accounts. All such cash will be reinvested in Shares as
promptly as practicable following receipt thereof in accordance with the
Dividend Reinvestment Plan for shareholders of the Company. The Company will
pay all commissions or fees in connection with the purchase constituting such
reinvestment.
Stock dividends or split-ups in respect of the Shares held in the
accounts of participants will be credited to such accounts without charge.
Other securities and rights to subscribe
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received in respect of the Shares held in the accounts of participants will be
sold by the Administrator and the proceeds treated in the same manner as cash
dividends.
12. Transfer of Rights. Unless applicable state or federal law
requires a contrary result:
(a) A participant in the ASI Plan may not assign, transfer, hypothecate,
encumber, commute, or anticipate either his or her interest in the ASI Plan or
funds or the Shares credited to his or her account thereunder, and
(b) Neither the interest of a participant in the ASI Plan nor the funds
or the Shares credited to his or her account thereunder shall in any way be
subject to any legal process or be levied upon or attached for payment of any
claims against a participant or otherwise availed of by any other person.
Any such attempted assignment, transfer, hypothecation, encumbrance,
commutation or anticipation, and any such attempted levy, attachment, or other
subjection to legal process shall be void and shall not be recognized by the
Administrator.
13. Amendments, Suspensions, and Terminations. The Board of Directors
of the Company or its Executive Committee may from time to time amend, suspend,
or terminate in whole or in part, and if terminated may reinstate, any and all
of the provisions of the ASI Plan, except that no amendment, suspension, or
termination may be made which, in the judgment of such Board of Directors or
Executive Committee, will retroactively affect adversely the rights of
participants in the ASI Plan, except that the plan may be temporarily suspended
and the contributions accumulated and held by the Participating Subsidiaries
when such suspension is necessary until the satisfaction of any applicable
securities laws or other governmental rule, regulation, or law. Except as
provided in Paragraph 9 above, no part of the funds or the Shares credited to
the account of any participant shall be subject to forfeiture for any reason.
14. Administration. The Administrator has been appointed by the Board
of Directors of the Company to administer the ASI Plan and may be removed from
such appointment at any time at the sole discretion of such Board of Directors
or its Executive Committee. Consequently, nothing in the ASI Plan shall be
deemed to create any obligation on the part of the Company or any of its
subsidiaries or the Administrator that the Administrator shall continue to
administer the ASI Plan, the Company may appoint any other trust company or
bank or member firm of the New York Stock Exchange to administer the ASI Plan
and such appointment shall be deemed to amend the plan to substitute the name
of such member firm or bank or trust company for the previously named
administrator in the definitions of the term "Administrator."
15. Responsibility. Neither the Company, AHL, their Participating
Subsidiaries nor the Administrator shall have any responsibility or liability,
other than liabilities arising out of the
federal securities laws, for any act or thing done or left undone, including,
without limiting the generality of the foregoing, any action taken with respect
to the price, time, quality, or other conditions and circumstances of the
purchase of Shares under the terms of the ASI Plan.
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16. Notices.
(a) Any notice hereunder to the Company, AHL or their Participating
Subsidiaries shall be in writing on the form provided, if any, and such notice
shall be deemed duly given or made only upon receipt thereof at the Company's
or its Participating Subsidiary's office at American Heritage Life Building,
1776 American Heritage Life Drive, Jacksonville, Florida 32224, or at such
other address as the Company or its Participating Subsidiary may designate by
notice to the participants and to the Administrator.
(b) Any notice hereunder to the Administrator shall be given to the
Administrator in writing and such notice shall be deemed duly given or made
only upon receipt thereof at the Administrator's address at P. O. Box 4625,
Atlanta, Georgia 30302, or at such other address as the Administrator may
designate by notice to the Company and the Participants.
(c) Any notice or other communication to a participant hereunder shall
be in writing on the form provided, if any, and such communication and any
delivery to a participant hereunder shall be deemed duly given or made if
mailed, delivered or made to the participant at such address as the participant
may have on file with the Company, AHL or their Participating Subsidiaries.
17. Federal Income Tax Consequences. All contributions made by a
participant and those made by a Participating Subsidiary with respect to a
participant under the ASI Plan will constitute income taxable as ordinary
income for federal income tax purposes in the year in which such contributions
are transmitted to the Administrator.
18. Restrictions on Transfer of Shares. Persons who may be deemed to
be affiliates of the Company would be required to make resales of Shares
acquired under the ASI Plan either pursuant to the registration requirements of
the Securities Act of 1983, as amended, or pursuant to Rule 144 as promulgated
under that Act or some other exemption thereunder.
19. Effective Date of Plan. The Agents Stock Investment Plan
originally became effective April 29, 1993 and was amended and restated on
April 25, 1996.
USE OF PROCEEDS
Although it is intended that the Shares purchased pursuant to the ASI
Plan be purchased in the open market or from sources other than the Company,
Shares may be purchased from the Company from its authorized but unissued
Shares or from Shares held in the Company's treasury. The Company is unable to
determine and has no basis for estimating either the number of Shares that will
be purchased from it under the ASI Plan or the proceeds that will be received
by the
Company from the sale of such Shares. The Company proposes to use the proceeds
from the sales of the Shares offered hereby for its general corporate purposes.
See "The Company."
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DESCRIPTION OF THE SHARES
The Shares presently outstanding are, including the Shares to be
purchased in this offering are, or when issued will be, legally issued, fully
paid and non-assessable. The shareholders are entitled to receive ratably such
dividends as may from time to time be declared by the Board of Directors. Upon
liquidation, the holders of the Shares are entitled to share ratably in the net
assets of the Company. All voting rights are vested exclusively in the holders
of the Shares and each shareholder is entitled to one vote for each share held.
The holders of the shares have no cumulative voting or preemptive rights.
Under Florida law, the Company may pay dividends only out of net income,
retained earnings and capital surplus.
Article VII of the Articles of Incorporation of the Company provides for
the division of the Board of Directors of the Company as equally as possible
into three classes whose terms are staggered and each class is elected for a
term of three years. The By-Laws of the Company provide that its Board consist
of eight Directors as follows: three directors in Class I; two directors in
Class II; and three directors in Class III. Article VII also provides that (1)
no class of directors shall be subject to election by shareholders until all
classes holding office for terms of longer duration without being subject to
election shall be so subject and directors have been elected with respect
thereto, and (2) no one meeting of shareholders can consider or act upon the
election of more than one class of directors, except that shareholders can fill
vacancies occurring in any class. Accordingly, one-third of the Board is
currently elected each year. This Article also provides that no amendment to
the By-Laws of the Company decreasing the number of directors shall have the
effect of shortening the term of any incumbent director and no action shall be
taken by the directors to increase the number of directors as provided in the
By-Laws unless at least 75% of the directors then in office concur on same.
The affirmative vote of the holders of at least 75% of the outstanding Shares
is required to (a) amend Article VII, (b) remove a director with or without
cause, or (c) increase the number of directors as provided in the By-Laws of
the Company.
Article XIII of the Articles of Incorporation of the Company provides
that the affirmative vote of at least 80% of the outstanding Shares is required
to approve any merger or consolidation of the Company into another corporation
or other entity or any sale, lease, or exchange of all or substantially all of
the assets of the Company to or with another corporation, person, or any other
entity if such other corporation, person, or entity is the beneficial owner of
10% or more of the outstanding Shares.
Certain Provisions of Florida Law. The Company is subject to several
anti-takeover provisions under Florida law. These provisions permit a
corporation to elect to opt out of such provisions in its Articles of
Incorporation or (depending on the provision in question) its Bylaws. The
Company has not elected to opt out of these provisions. The Florida Business
Corporation Act (the "Florida Act") contains a provision that prohibits the
voting of shares in a publicly-held Florida corporation which are acquired in a
"control share acquisition" unless
10
<PAGE> 13
the holders of a majority of the corporation's voting shares (exclusive of
shares held by officers of the corporation, inside directors or the acquiring
party) approve the granting of voting rights as to the shares acquired in the
control share acquisition. A control share acquisition is defined as an
acquisition that immediately thereafter entitles the acquiring party to vote in
the election of directors within each of the following ranges of voting power:
(i) one-fifth or more but less than one-third of such voting power, (ii)
one-third or more but less than a majority of such voting power and (iii) a
majority or more of such voting power.
The Florida Act also contains an "affiliated transaction" provision that
prohibits a publicly-held Florida corporation from engaging in a broad range of
business combinations or other extraordinary corporate transactions with an
"interested shareholder" unless (i) the transaction is approved by a majority
of disinterested directors before the person becomes an interested shareholder,
(ii) the interested shareholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years, or (iii) the transaction is
approved by the holders of two-thirds of the corporation's voting shares other
than those owned by the interested shareholder. An interested shareholder is
defined as a person who together with affiliates and associates beneficially
owns more than 10% of the corporation's outstanding voting shares.
SunTrust Bank, Atlanta, P. O. Box 4625, Atlanta, Georgia, 30302,
Telephone Number 1-800-568-3476, is Transfer Agent and Registrar of the Shares.
The Company sends to its shareholders annual reports including financial
statements audited by independent public accountants and quarterly unaudited
interim financial reports.
LEGAL OPINION
Certain legal matters relating to the offering will be passed upon for
the Company by Boling & McCart, a professional association, Seventy-Six South
Laura Street, Suite Seven Hundred, Jacksonville, Florida 32202. At March 31,
1996, a member of Boling & McCart owned beneficially 8336 Shares.
EXPERTS
The consolidated financial statements as of December 31, 1995 and 1994,
and for each of the years in the three year period ended December 31, 1995,
incorporated by reference into this Prospectus have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
11
<PAGE> 14
================================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS 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 OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE THEREOF.
TABLE OF CONTENTS
Available Information............................... 2
Incorporation of Certain Documents
By Reference ..................................... 2
The Company ........................................ 3
Agents Stock Investment Plan ...................... 3
Plan ............................................ 3
Eligibility of Participation .................... 4
Participation: Commission Deduction ............ 4
Transmittal...................................... 5
Purchase......................................... 5
Participating Subsidiary Contribution ........... 6
Confirmations ................................... 6
Withdrawal of Shares ............................ 6
Termination ..................................... 6
Voting and Other Rights ......................... 7
Dividends and Other Proceeds..................... 7
Transfer of Rights............................... 7
Amendments, Suspensions,
and Terminations............................. 8
Administration................................... 8
Responsibility................................... 8
Notices.......................................... 8
Federal Income Tax Consequences.................. 9
Restrictions on Transfer of Shares............... 9
Effective Date of Plan........................... 9
Use of Proceeds..................................... 9
Description of the Shares........................... 9
Legal Opinion.......................................11
Experts.............................................11
================================================================================
================================================================================
[AHL LOGO]
AMERICAN HERITAGE LIFE
INVESTMENT CORPORATION
100,000 SHARES
AMERICAN HERITAGE LIFE
INVESTMENT CORPORATION
COMMON STOCK
OFFERED PURSUANT TO ITS
AGENTS STOCK INVESTMENT PLAN
-----------------
June 27, 1996
-----------------
================================================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution (Estimated):
<TABLE>
<S> <C>
SEC registration filing fee .....................................................................................$ 750*
Printing and engraving costs .................................................................................... 500
Legal fees and expenses ......................................................................................... 15,000
Accounting fees and expenses .................................................................................... 500
Miscellaneous ................................................................................................... 250
Total ...........................................................................................................$17,000
=======
</TABLE>
* Actual fee
ITEM 15. 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
directors, 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 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;
II-1
<PAGE> 16
(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 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
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).
3(b) By-Laws of American Heritage Life Investment Corporation as amended and restated, dated
February 6, 1996. Incorporated by reference to Exhibit 3 of a Form 8-K, dated February
6, 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 Counsel (set forth on page II-4)
10 American Heritage Life Investment Corporation Amended and Restated Agents Stock
Investment Plan.
24(a) Consent of Independent Certified Public Accountants (set forth on page II-5).
24(b) Consent of Attorneys, counsel to Registrant (set forth on page II-6).
25 Powers of Attorney (set forth on page II-3).
</TABLE>
ITEM 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors and officers and
controlling persons of the Company pursuant to the provisions referred to in
Item 15 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;
II-2
<PAGE> 17
(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.
II-3
<PAGE> 18
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 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 authorizes 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ T. O'Neal Douglas Chairman of the Board of
- -------------------------------- Directors and Director
T. O'Neal Douglas (Principal Executive Officer)
/s/ Christopher A. Verlander
- -------------------------------- President and Director
Christopher A. Verlander (Principal Operating Officer)
/s/ C. Richard Morehead Executive Vice President &
- -------------------------------- Treasurer (Principal Financial
C. Richard Morehead and Accounting Officer)
/s/ Edward L. Baker
- -------------------------------- Director
Edward L. Baker
June 24, 1996
/s/ A. Dano Davis
- -------------------------------- 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
</TABLE>
II-4
<PAGE> 1
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-3
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-3 (the "Registration Statement"), for the purpose of
registering the offering and sale of up to 100,000 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 and to the use of our name under the heading "Legal Opinions"
included in the Prospectus forming a part of the Registration Statement.
Very truly yours,
Boling & McCart
II-5
<PAGE> 1
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
Prospectus and to the reference to our name under the heading "Experts" in such
Prospectus, which is Part I of a Registration Statement on Form S-3 filed with
the Securities and Exchange Commission by American Heritage Life Investment
Corporation (the "Company") registering 100,000 shares of the Company's Common
Stock, par value $1.00 per share, issuable in connection with the Company's
Amended and Restated Agents Stock Investment Plan.
KPMG PEAT MARWICK LLP
Jacksonville, Florida
June 26, 1996
II-6
<PAGE> 1
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 name under the heading
"Legal Opinions" contained in a Prospectus, which is Part I of a Registration
Statement on Form S-3 filed with the Securities and Exchange Commission by
American Heritage Life Investment Corporation (the "Company") for the purpose
of registering 100,000 shares of the Company's Common Stock, par value $1.00
per share, to be purchased or issued pursuant to the Company's Amended and
Restated Agents Stock Investment Plan.
Sincerely,
Boling & McCart
June 27, 1996
II-7
