SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 8, 1995
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AMVESTORS FINANCIAL CORPORATION
____________________________________________________________
(Exact name of registrant as specified in its charter)
Kansas 0-15330 48-1021516
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation Number) Identification No.
415 Southwest 8th Avenue, Topeka, Kansas 66603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 232-6945
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On September 8, 1995, the registrant signed a merger agreement pursuant to
which it will acquire all of the outstanding capital stock of Financial
Benefit Group, Inc., (FBG) a Delaware corporation, for $5.31 per share,
payable in the registrant's common stock, warrants and cash.
The merger agreement, which has been approved by the Board of Directors of
each company, provides that each share of FBG Class A common stock will be
exchanged for shares of the registrant and cash worth $5.00 and a fraction of
a warrant valued at $0.31 (as determined by the Black-Scholes model). The
cash portion of the consideration should aggregate $10-$15 million, reduced
by the cash required to cash out certain FBG options and warrants
outstanding. The stock portion of the consideration will equal $5.00 per
share minus the cash received per share.If the 20 day average closing price
of the registrant's common stock for the period ending three days before
closing is above $13.25 or below $10.50, the value of the registrant's stock
received by FBG shareholders will increase or decrease and the total
consideration will be greater or less than $5.31. In addition, the merger
agreement provides that it may be terminated by either FBG or to registrant
if the average closing price of the registrant's common stock as so
determined is less than $9.50 or greater than $14.50. The transaction has
been structured such that the receipt of the stock component of the purchase
price is expected to be not currently taxable to the FBG shareholders. Prior
to the merger, each share of Class B common stock of FBG shall be converted
into 1.35 shares of Class A
common stock, as provided in FBG's Certificate of Incorporation. Options and
warrants which are not cashed out shall be converted into options for the
registrant's common stock.
FBG is an insurance holding company which owns all of the shares of
Financial Benefit Life Insurance Company, a Florida domiciled insurer which
specializes in the sale and underwriting of annuity products and is admitted
in 41 jurisdictions, which includes 39 states, the District of Columbia and
the U.S. Virgin Islands. FBG also owns all of the shares of Annuity
International Marketing Corporation and The Insurancemart, Inc. both of which
specialize in the distribution and marketing of annuities. Approval of the
Commissioner of Insurance of the State of Florida is required prior to
consummation of this transaction.
The merger is subject to the approval of the shareholders of FBG and the
registrant and the fulfillment of certain other conditions set forth in the
merger agreement. The offering of securities pursuant to the merger agreement
will be made under a prospectus. The foregoing summary of terms of the Merger
Agreement is qualified in its entirety by reference to the provisions of the
merger agreement, a copy of which will be filed as an exhibit to the
registration statement/proxy statement on Form S-4 that will be filed in
connection with the merger.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
AMVESTORS FINANCIAL CORPORATION
By:/c/ 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)
Date: September 22, 1995
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