FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMVESTORS FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
KANSAS 48-1021516
________________________________________ ________________
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
415 Southwest Eighth Avenue
P.O. Box 2039
Topeka, Kansas 66603
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(Address of principal executive offices) (Zip Code)
_________________
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
Common Stock, No Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
__________________________________________________________________
(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered
Common Stock, No Par Value
The capital stock of AmVestors Financial Corporation (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with no par value.
Dividends that may be declared on the Common Stock will be paid in an
equal amount to the holder of each share. There are no conversion rights,
redemption or sinking fund provisions applicable to the Common
Stock. No holder of Common Stock has any preemptive right to subscribe for any
security of the Company. There is no liability for further calls or
assessments by the Company. Each holder of Common Stock is entitled to share
ratably in all assets available for distribution to holders of Common Stock
upon liquidation or dissolution.
Each holder of Common Stock is entitled to cumulative voting in the election
of directors and to one vote per share on other matters submitted to a vote
of stockholders. Certain provisions of the Company's Articles of
Incorporation and By-Laws were designed to make the Company a less
attractive target for acquisition by an outsider who does not have the support
of the Company's directors. The Company's Articles of Incorporation and By-
Laws provide that: (1) special meetings of shareholders may be called for any
purpose by the Chairman of the Board of Directors, the President or by a
majority of the Board of Directors, and shall be called at any time by the
Chairman of the Board of Directors, the President, the Secretary, or the
Treasurer upon the request of stockholders owning fifty percent (50%) of the
outstanding stock of the Company entitled to vote at such meeting; (2) any
amendment to the Company's Articles of Incorporation require the affirmative
vote of at least two- thirds (2/3) of the outstanding shares of the
Company's Common Stock; (3) the Board of Directors shall be classified into
three classes; (4) the directors may be removed from office at any time, but
only for cause, by the holders of two-thirds (2/3) of the outstanding shares of
capital stock of the Company entitled to vote in the election of directors,
or only for cause by a majority of the Board of Directors; and (5)
certain business transactions will require the affirmative vote of 75% or
more of the shares entitled to vote. Although the foregoing provisions may
not necessarily prevent take-over attempts, they should discourage attempts
to take control of the Company in a transaction not approved by the Board of
Directors.
Item 2: Exhibits
1. Form 10-K for the year ended December 31, 1993.
2. Forms 10-Q for the quarters ended March 31, 1994, and June 30, 1994.
3. Proxy statement for the Company's 1994 Annual Meeting of Shareholders.
4.(a) Amended and Restated Articles of Incorporation of the Company.
4.(b) By-Laws of the Company.
5. Specimen stock certificate.
6. Annual Report to Shareholders (Company provides shareholders with a
copy of Form 10-K).
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SIGNATURES
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, thereunto duly authorized.
AMVESTORS FINANCIAL CORPORATION
By: /s/ Ralph W. Laster, Jr.
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Ralph W. Laster, Jr.
Chairman of the Board, Chief Executive Officer
(Principal Executive Officer)
and Chief Financial Officer
(Principal Accounting Officer)
Dated:
