<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Florida 59-1219710
- ---------------------------------------------------------- ---------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
- ---------------------------------------------------------- ---------------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following box.
[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
FELINE PRIDES(SM) unit New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the FELINE PRIDES
unit ("FELINE PRIDES"SM) of American Heritage Life Investment Corporation, a
Florida corporation.
For a description of the FELINE PRIDES units, reference is made to
Amendment No. 1 to the Registration Statement on Form S-3 of American Heritage
Life Investment Corporation, and a certain other registrant (Registration No.
333-24153), filed with the Securities and Exchange Commission on June 3, 1997
(the "Registration Statement"), and the form of prospectus for the FELINE
PRIDES units included therein, which description is incorporated herein by
reference. Definitive copies of the prospectus describing the FELINE PRIDES
units will be filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, and shall be incorporated by reference into this Registration
Statement on Form 8-A. ("FELINE PRIDES" is a service mark of Merrill Lynch &
Co. Inc.).
Item 2. Exhibits.
<TABLE>
<S> <C>
1. Form of Purchase Contract Agreement, between American Heritage Life
Investment Corporation and The First National Bank of Chicago, as Purchase
Contract Agent (incorporated herein by reference to Exhibit 4(f) to
Amendment No. 1 to the Registration Statement).
2. Form of Pledge Agreement, among American Heritage Life Investment Corporation,
The Chase Manhattan Bank, as Collateral Agent, and The First National
Bank of Chicago, as Purchase Contract Agent (incorporated hereby by reference
to Exhibit 4(g) to Amendment No. 1 to the Registration Statement).
3. Forms of Income PRIDES and Growth PRIDES (incorporated herein by reference
to Exhibit A and Exhibit B of Exhibit 4(f) to Amendment No. 1 to the Registration
Statement).
4. Form of Amended and Restated Declaration of Trust, between T. O'Neal
Douglas and C. Richard Morehead, as Regular Trustees, American Heritage Life
Investment Corporation and The First National Bank of Chicago as Institutional
Trustee (incorporated herein by reference to Exhibit 4(k) of Amendment No. 1
to the Registration Statement).
5. Form of Preferred Security (incorporated herein by reference to Exhibit 4(c) to
Amendment No. 1 to the Registration Statement).
6. Form of Supplemental Indenture to Subordinated Debt Securities Indenture, among
American Heritage Life Investment Corporation and The First National Bank of
Chicago as Indenture Trustee (incorporated herein by reference to Exhibit 4(j) to
Amendment No. 1 to the Registration Statement).
7. Form of Junior Subordinated Debenture (incorporated herein by reference to
Exhibit 4(d) to Amendment No. 1 to the Registration Statement).
8. Form of Guarantee Agreement, among The First National Bank of Chicago as
Institutional Trustee and American Heritage Life Investment Corporation
(incorporated herein by reference to Exhibit 4(e) to Amendment No. 1 to the
Registration Statement).
</TABLE>
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
Dated: June 3, 1997 By: /S/ W. MICHAEL HEEKIN
---------------------------------
W. Michael Heekin, Esq.
Senior Vice President and Corporate
Secretary
3
