NOTICE OF ANNUAL MEETING
OF
STOCKHOLDERS
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of
AmVestors Financial Corporation will be held at 10:00 a.m. on May 18, 1995,
at the Doubletree Hotel, (near Kansas City International Airport) 8801 N.W.
112th Street, Kansas City, Missouri 64153 for the following purposes:
A.To elect three (3) Class II directors to serve until their terms
expire or until their successors shall be
elected and shall qualify;
B.To approve the 1995 Agents Stock Option Plan;
C.To ratify the selection of independent public accountants; and
D.To act upon any other matters which may come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on April 13,
1995, as the record date for determination of stockholders entitled to notice
of and to vote at the meeting.
You are cordially invited to attend the meeting. Even in the event
that you plan to attend, you are respectfully requested to sign, date and
return the enclosed proxy.
By Order of the Board of Directors
LYNN F. HAMMES, Secretary
Dated: April 13, 1995
Topeka, Kansas
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
1
<PAGE>
AMVESTORS FINANCIAL CORPORATION
415 S.W. EIGHTH AVENUE, TOPEKA, KANSAS 66603
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MAY 18, 1995
This proxy statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of AmVestors Financial
Corporation (hereinafter referred to as "AmVestors" or the "Company"), the
parent company of American Investors Life Insurance Company, Inc.
(hereinafter referred to as "American" or the "Insurance Company"), American
Investors Sales Group, Inc., AmVestors Investment Group, Inc. and Omni-Tech Me
dical, Inc., to be used in voting at the Annual Meeting of Stockholders of
the Company to be held at 10:00 a.m. on May 18, 1995, at the Doubletree
Hotel, 8801 N.W. 112th Street, Kansas City, Missouri 64153. The approximate
date on which the proxy materials for the 1995 Annual Meeting of Stockholders
are being mailed to stockholders of record is April 14, 1995.
A person giving the enclosed proxy has the power to revoke it at any
time before it is voted by notifying the Secretary of the Company in writing,
by submitting a later-dated proxy or by voting in person at the meeting.
Giving the proxy will not in any way affect the stockholder's right to attend
the annual meeting and vote in person. The cost of this solicitation will be
borne by the Company and may be conducted by mail, in person, or by telephone
by employees of the Company. Such employees will receive no additional
compensation for their participation in the solicitation of proxies on behalf
of the Board of Directors. The Company has retained Beacon Hill Partners,
Inc. to assist in the solicitation of proxies on behalf of the Board of
Directors for a fee of approximately $5,000.00 plus out-of-pocket expenses.
Stockholders of record at the close of business on April 13, 1995,
will be entitled to notice of and to vote at the meeting. On the record date,
there were 10,071,472 issued and outstanding shares of AmVestors Common Stock
("Common Stock"), no par value per share. A majority of the total issued and
outstanding shares entitled to vote at the Annual Meeting will constitute a
quorum. Broker non-votes, abstentions and withheld authority votes all count
for the purpose of determining a quorum. Shares as to which a stockholder
abstains are considered shares entitled to vote on the applicable proposal
and are included in determining whether such proposal is approved (i.e., an
abstention would have the effect of a vote against the applicable proposal).
On the other hand, broker non-votes are not considered shares entitled to
vote on the applicable proposal and are not included in determining whether
such proposal is approved (i.e. a broker non-vote would have no effect on the
outcome of a vote on the applicable proposal). Stockholders of record are
entitled to one vote per share upon all matters presented at the meeting,
with the exception of the election of directors. Stockholders have cumulative
voting rights with respect to the election of directors. Each stockholder
shall have the right to cast as many votes in the aggregate as shall equal
the number of shares held by him multiplied by the number of directors to be
elected, and each stockholder may cast the whole number of votes for one
candidate or may divide his votes among the three candidates in any manner
the stockholder may determine. There are no conditions precedent to the
exercise of such rights.
The shares covered by any properly executed proxy received by the
Board of Directors prior to the meeting will be voted as the stockholder
specifies; HOWEVER, IF ANY SUCH PROXY FAILS TO SPECIFY HOW IT WILL BE VOTED
IN THE ELECTION OF DIRECTORS OR ON ANY PROPOSAL, IT WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES; for the approval of the 1995 Agents stock option
plan; AND FOR THE RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS LISTED
THEREON. IN THE DISCRETION OF THE HOLDER OF THE PROXY, VOTES FOR THE ELECTION
OF DIRECTORS MAY BE CUMULATED IN THE MANNER THAT THE HOLDER OF THE PROXY
DETERMINES. As to any other matter of business which is properly brought
before the meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the holder of the proxy; however, the Board
of Directors does not know of any such other matters of business as of the
date of mailing the proxy materials.
Proposals for the 1996 Annual Meeting of the Company must be
submitted in writing by qualified stockholders on or before December 16,
1995.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, DATE, EXECUTE AND RETURN THE
ENCLOSED FORM OF PROXY.
2
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
Based upon the records of the Company and filings with the Securities
and Exchange Commission as of April 13, 1995, there were no persons who were
known to the Company to be the beneficial owners of more than five percent
(5%) of the Company's Common Stock (the only class of voting securities
outstanding).
SECURITIES OWNED BY MANAGEMENT
The following table sets forth, as of March 31, 1995, information
with respect to the beneficial ownership of the Company's Common Stock by
each director, each nominee, each executive officer named in the Summary
Compensation Table below, and by all directors, nominees and officers as a
group:
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP <F1> PERCENT OF CLASS
_____________________________ __________________________ _______________
Janis L. Andersen, Director 24,944 <F2> *
Robert G. Billings, Director 12,021 <F3> *
Jack H. Brier, Director 10,278 <F4> *
Lynn F. Hammes, Secretary & Treasurer of the Company 69,280 <F5> *
Mark V. Heitz, President, General Counsel and Director of the Company 175,956 <F6> 1.7%
Ralph W. Laster, Jr., Chairman, Chief Executive Officer and
Director of the Company 220,851 <F7> 2.2%
R. Rex Lee, M.D., Director 110,033 <F8> 1.1%
Robert R. Lee, II, Director 12,263 <F9> *
Robert T. McElroy, M.D., Director 52,430 <F10> *
James V. O'Donnell, Director 4,500 <F11> *
Timothy S. Reimer, Chief Investment Officer of the Company 63,695 <F12> *
All officers and directors as a
group (11 persons) 756,251 7.4%
*Less than one percent (1%)
<FN><F1> Directors and Officers have sole voting and investment powers of the
shares shown unless held under options or otherwise indicated below.
<F2> Includes 7,000 shares which may be acquired upon the exercise of options
which are currently exercisable.
<F3> Includes 7,000 shares which may be acquired upon the exercise of options
which are currently exercisable.
<F4> Includes 1,600 shares owned by Brier Development Company, Inc. Mr. Brier
is the president and sole shareholder of Brier Development Company, Inc.
Includes 3,500 shares which may be acquired upon the exercise of options
which are currently exercisable.
3
<PAGE>
<F5> Includes 4,580 shares allocated and held in trust under the Company's
Employee Stock Ownership Plans ("ESOPs"). Includes 64,000 shares which may be
acquired upon the exercise of options which are currently exercisable.
<F6> Includes 8,266 shares allocated and held in trust under the Company's
ESOPs. Includes 158,240 shares which may be acquired upon the exercise of
options which are currently exercisable.
<F7> Includes 9,892 shares allocated and held in trust under the Company's
ESOPs. Includes 169,562 shares which may be acquired upon exercise of options
which are currently exercisable.
<F8> Includes 577 shares allocated and held in trust under the Company's
ESOPs. Includes 42,271 shares which may be acquired upon the exercise of
options which are currently exercisable.
<F9> Includes 7,000 shares which may be acquired upon the exercise of options
which are currently exercisable.
<F10> Includes 1,339 shares owned by Dr. McElroy's spouse. Includes 3,500
shares which may be acquired upon exercise of options which are currently
exercisable.
<F11> Includes 3,500 shares which may be acquired upon the exercise of options
which are currently exercisable.
<F12> Includes 5,538 shares allocated and held in trust under the Company's
ESOPs. Includes 58,157 shares which may be acquired upon the exercise of
options which are currently exercisable.
</TABLE>
PROPOSAL A
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the members of
the AmVestors Financial Corporation Board of Directors (the "Board") shall be
divided into three classes, as nearly equal in number as possible, each of
which is to serve for three years, one class being elected each year. The
terms of the directors in Class II expire with this Annual Meeting.
Unless otherwise directed, the shares represented by properly
executed proxies received prior to the vote on the election of directors will
be cast for the three nominees listed below. If any nominee becomes
unavailable for any reason, or if a vacancy on the Board of Directors should
occur before the election (which events are not anticipated), the shares
represented by proxies may be voted for such other person as may be
determined by the holder of such proxies.
The following information is provided for the nominees for the Class
II directors and for the Class I and Class III directors whose terms in
office are continuing.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
______________________ _______ _____________________________ ______________ ___________
Robert G. Billings 58 President, Alvamar, Inc. 1986 1998
Jack H. Brier 48 President, Brier Development
Company, Inc. 1994 1998
Robert R. Lee, II 37 Attorney, Wilson, Lee & Gurney 1992 1998
</TABLE>
4
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Ralph W. Laster, Jr. 43 Chairman of the Board and Chief
Executive Officer of AmVestors
Financial Corporation 1986 1996
R. Rex Lee, M.D. 65 Physician and Surgeon 1986 1996
James V. O'Donnell 44 President, Bush-O'Donnell and
Company, Inc. 1994 1996
Janis L. Andersen 41 Self-Employed Public Relations
Marketing Consultant 1986 1997
Mark V. Heitz 42 President and General Counsel of
AmVestors Financial Corporation 1986 1997
Robert T. McElroy, M.D. 59 Physician and Surgeon 1994 1997
</TABLE>
NOMINEES
Robert G. Billings is President of Alvamar, Inc., a real estate
development company. He has served on AmVestors' Board since 1986 and has
been a director of the Insurance Company since 1982. Mr. Billings has also
served on the Board of AmVestors Investment Group, Inc. since 1988.
Jack H. Brier was appointed to the Board of AmVestors on March 24,
1994. He has served on the Board of AmVestors Investment Group since 1992.
Mr. Brier served as a member of the Board of Trustees of the Kansas Public
Employees Retirement System from 1990 to 1992. He is also a member of the
Board of Columbian National Title Insurance Company. Mr. Brier is currently
the President of Brier Development Company, Inc. in Topeka, Kansas.
Robert R. Lee, II has been engaged in the private practice of law in
Wichita, Kansas, since 1984. He is currently a partner in the law firm of
Wilson, Lee & Gurney. Mr. Lee has served on the Board of AmVestors since 1992
and the Insurance Company since 1989. Mr. Lee is the son of Dr. R. Rex Lee, a
fellow member of the AmVestors' Board.
CONTINUING DIRECTORS
Ralph W. Laster, Jr. has served as Chief Executive Officer of
AmVestors since January 1988, and as Chairman of the Board of AmVestors since
May 1988. In addition to his duties as Chairman and Chief Executive Officer
of AmVestors, Mr. Laster has also served as President and Chief Executive
Officer of the Insurance Company since April 1991 and serves as Chairman of
the Board of American Investors Sales Group, Inc; Chairman, President and
Chief Executive Officer of AmVestors Investment Group, Inc.; and Chairman and
Chief Executive Officer of Omni-Tech Medical, Inc. Mr. Laster has served the
Company since its inception and has been affiliated with the Insurance
Company since 1981.
R. Rex Lee, M.D. was an incorporator of the Insurance Company and has
served as a director of the Insurance Company since its incorporation in
March 1965. Dr. Lee has also served on the Board of AmVestors since its
inception in 1986. In addition, Dr. Lee served as Senior Medical Director to
the Insurance Company from May 1965 to April 1993. Dr. Lee is a self-employed
physician and surgeon in Wichita, Kansas.
James V. O'Donnell was appointed to the Board of AmVestors on March
24, 1994. Mr. O'Donnell has served on the Board of AmVestors Investment Group
since 1990. He currently serves as President of Bush-O'Donnell and Company,
Inc., a funds management and investment banking firm in St. Louis, Missouri.
Prior to his work at Bush-O'Donnell, Mr. O'Donnell was employed at Goldman,
Sachs & Company from 1974 to 1988 where he held the title of Vice President.
5
<PAGE>
Janis L. Andersen has been a director of the Insurance Company since
August 1987. She also has served on the Board of AmVestors since its
inception in 1986. Ms. Andersen is a self-employed public relations and
marketing consultant.
Mark V. Heitz currently serves as President and General Counsel of
AmVestors; Chairman and General Counsel of the Insurance Company; and
President and Chief Executive Officer of American Investors Sales Group, Inc.
He has served as a director of the Company since its inception in 1986. Mr.
Heitz has also served as a director of American Investors Sales Group, Inc.
since 1986. He is also currently a member of the Boards of AmVestors
Investment Group, Inc. and Omni-Tech Medical, Inc. to which he was elected in
1988 and 1992, respectively.
Robert T. McElroy, M.D. was appointed to the Board of AmVestors on
March 24, 1994. He has also served as a director of the Insurance Company
since 1983. Dr. McElroy is a self-employed physician and surgeon in Topeka,
Kansas.
The favorable vote of a plurality of the Common Stock of the Company
in attendance or represented by proxy and entitled to vote at the Annual
Meeting is needed for the election of directors.
The Board of Directors recommends a vote FOR the election of each of
the nominees to the Board.
BOARD OF DIRECTORS
BOARD AND COMMITTEES OF THE BOARD
The full Board met 9 times in 1994. All directors attended more than
75% of the total number of meetings of the Board and Committees to which they
belong.
The Company has standing audit, nominating and compensation
committees.
The Company's Audit Committee consists of Messrs. Brier, Billings and
Robert R. Lee, II. The committee met three times during the year. Its
function is to recommend to the Board of Directors the independent public
accounting firm that will conduct the annual audit of the Company's accounts,
to review the nature and scope of the audit, to review the accounting
practices and control systems of the Company, and to review the
qualifications and performance of the proposed auditing firm. The selection
of such firm is subject to ratification by the stockholders at each Annual
Meeting.
The Nominating Committee consists of Ms. Andersen, Mr. Laster and Dr.
R. Rex Lee. The committee met once during the year to nominate directors for
election. They will consider stockholder nominations submitted in writing.
The Compensation Committee consists of Mr. O'Donnell, Dr. McElroy and
Dr. R. Rex Lee, who serves as chairman of the committee. The committee met
three times to review and recommend to the Board of Directors the levels,
amounts and types of compensation and remuneration paid to officers and
directors of the Company. See Executive Compensation.
COMPENSATION OF DIRECTORS
Outside directors were compensated for their service on the Board of
AmVestors Financial Corporation at the rate of $250 per month plus $1,250 for
each meeting attended. For committee meetings held on days other than the
regular Board Meeting, each outside Board member in attendance is compensated
$500 for such attendance in service. Directors who are employees of the
Company are not compensated for service as members of the Board or any
Committee of the Board. In addition, the Chairman of the Compensation
Committee is paid $1,000 per month.
6
<PAGE>
On May 19, 1994 the stockholders approved the 1994 Stock Deferral
Plan for Non-Employee Directors ("Director Deferral Plan"). Under the
Director Deferral Plan, each non-employee director may elect to defer the
receipt of fees for services to the Board and its Committees, which are then
credited in stock units payable in an equal number of shares of AmVestors'
Common Stock and held by the Company in an account for the benefit of such
director. In the event of such an election, the Company will apply the amount
of director fees specified by the director to determine the number of shares
of the Company's Common Stock that are payable to such director based on a
price equal to the average closing price of the Company's Common Stock for
the quarter in which such election applies.
On March 26, 1992, the Company adopted the AmVestors Financial
Corporation Directors Retirement Plan ("Plan"). The Plan provides a monthly
retirement benefit to eligible retired directors in the amount of $750. In
addition, the Company will continue to pay premiums for life insurance
coverage for each eligible director for the amount of coverage provided while
they were a director of the Company. Directors who attain age 60 and have
completed five years of service for the Company are eligible to receive
benefits under the Plan.
EXECUTIVE OFFICERS
The following is a list of current executive officers of the Company.
Officers serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position(s) Held with the Company
____________________ _____ ______________________________________________
Ralph W. Laster, Jr. 43 Mr. Laster has served as Chief Executive Officer of AmVestors
Financial Corporation since January 1988 and as Chairman of the Board
of AmVestors since May 1988. Mr. Laster has also served as President
and Chief Executive Officer of the Insurance Company since April 1991
and serves as Chairman of the Board of American Investors Sales
Group, Inc; Chairman, President and Chief Executive Officer of
AmVestors Investment Group, Inc.; and Chairman and Chief Executive
Officer of Omni-Tech Medical, Inc.
Mark V. Heitz 42 Mr. Heitz currently serves as President and General Counsel of
AmVestors; Chairman and General Counsel of the Insurance Company;
and President and Chief Executive Officer of American Investors Sales
Group, Inc. He has served as a director of the Company since its incep-
tion in 1986 and as a director of the Insurance Company since 1986. Mr.
Heitz has also served as a director of American Investors Sales Group,
Inc. since 1986, and he is a member of the Boards of AmVestors
Investment Group, Inc. and Omni-Tech Medical, Inc.
Thomas M. Fogt 49 Mr. Fogt currently serves as Executive Vice President Corporate
Development of AmVestors. Mr. Fogt has been employed by the
Company since July 1994.
Lynn F. Hammes 43 Mr. Hammes has served as Secretary and Treasurer of the Company
since 1990. In addition, Mr. Hammes also serves as Senior Vice
President and Chief Financial Officer of American and Secretary and
Treasurer of American, American Investors Sales Group, Inc. and
AmVestors Investment Group, Inc. and Treasurer of Omni-Tech
Medical, Inc. He is also a member of the Board of AmVestors
Investment Group, Inc. to which he was elected in 1993. Mr. Hammes
has been employed by the Company since 1987.
7
<PAGE>
Timothy S. Reimer 36 Mr. Reimer has served as Chief Investment Officer of the Company
since 1993. In addition, Mr. Reimer serves as Vice President of
AmVestors Investment Group, Inc. and Chief Investment Officer of
American, American Investors Sales Group, Inc. and AmVestors
Investment Group, Inc. He is also a member of the Board of AmVestors
Investment Group, Inc. to which he was elected in 1988. Mr. Reimer
has been employed by the Company since 1988.
</TABLE>
EXECUTIVE COMPENSATION
In accordance with rules pertaining to executive compensation
disclosure adopted by the Securities and Exchange Commission ("SEC"), the
Company is required to provide certain data and information with regard to
the compensation and benefits provided the Company's Chief Executive Officer
and certain of the most highly compensated executive officers. The disclosure
requirements include the use of various tables and graphs, and a report from
the Compensation Committee explaining the rationale that led to the
fundamental executive compensation decisions discussed herein.
The following table sets forth summary compensation information for
the last three fiscal years on Mr. Laster, the Company's Chief Executive
Officer, and Messrs. Heitz, Hammes, and Reimer, the three executive officers,
for services rendered in all capacities to the Company and its subsidiaries
for the years ended December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
LONG TERM
COMPENSATION
AWARDS ALL OTHER
NAME AND ANNUAL COMPENSATION <F1> SECURITIES UNDERLYING COMPEN-
<C> <C>
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTION/SAR'S (#) SATION ($) <F2>
___________________________ _______ ___________ __________ _________________
Mr. Ralph W. Laster, Jr. 1994 370,000 370,000 - 26,134
Chairman and CEO of the 1993 370,000 162,500 95,000 shrs 28,710
Company 1992 325,000 255,000 26,562 23,029
Mr. Mark V. Heitz 1994 235,000 236,788 - 26,134
President and General 1993 235,000 105,000 81,000 28,710
Counsel of the Company 1992 210,000 170,000 29,241 23,029
Mr. Lynn F. Hammes 1994 142,500 50,000 - 25,688
Secretary and Treasurer 1993 123,632 25,000 37,500 22,556
of the Company 1992 94,000 15,000 2,500 11,001
Mr. Timothy S. Reimer 1994 141,010 70,144 - 22,051
Chief Investment Officer 1993 173,813 50,000 24,500 28,498
of the Company 1992 150,000 25,000 - 17,621
<FN><F1> Excludes perquisites which did not exceed the lesser of $50,000 or 10% of
the combined salary and bonus of any executive officer for the year.
<F2> Amounts reported in this column consist of contributions allocated by the
Company to each officer under the Company's tax qualified ESOPs and the
AmVestors Financial Corporation Money Purchase Pension Plan. These
allocations are held in trust pending the officer's termination or
retirement. All full-time employees with more than one year of service
participate in these plans.
</TABLE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
There were no stock options or stock appreciation rights granted to
the four executive officers of the Company named above during 1994.
8
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1994,
AND 1994 YEAR END OPTION/SAR VALUE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT 1994 IN-THE-MONEY OPTIONS/SARS
YEAR END (#) AT 1994 YEAR END ($) (1)
__________________________ _________________________
<C> <C> <C> <C>
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
_________ _______________________________ ____________________________ _________________________
Mr. Laster - - 169,562 - 211,524 -
Mr. Heitz - - 158,240 - 218,136 -
Mr. Hammes - - 64,000 - 75,421 -
Mr. Reimer - - 58,157 - 99,064 -
<FN><F1> Value of unexercised In-The-Money Options is calculated by subtracting the exercise price from the market value of the
underlying stock at 1994 year end and multiplying the result times the number
of shares subject to exercise. Year end market value of Common Stock was
$9.50.
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT ARRANGEMENTS
Pursuant to an employment agreement by and between AmVestors,
American, AmVestors Investment Group, Inc. and American Investors Sales
Group, Inc. ("Companies") and Mr. Laster, the Companies have agreed to
provide Mr. Laster a base salary, health benefits, insurance benefits and
other perquisites through May 31, 1997. Mr. Laster's salary is reviewed
annually based upon certain subjective and objective performance factors
discussed in the Compensation Committee Report on Executive Compensation. The
agreement also provides that if Mr. Laster is discharged without cause prior
to the end of the contract term, he is entitled to receive contract
compensation throughout the remaining term of the contract.
Pursuant to an employment agreement by and between AmVestors,
American and Mr. Heitz, AmVestors and American have agreed to provide Mr.
Heitz a base salary, health benefits, insurance benefits and other
perquisites through December 31, 1995. Mr. Heitz's salary is reviewed
annually based upon certain subjective and objective performance factors. The
agreement also provides that AmVestors and American will pay Mr. Heitz
severance pay, if he is discharged without cause, in an amount equal to the
salary and other compensation and benefits due for the remainder of the
calendar year in which such termination of employment occurs. Mr. Heitz is
also entitled to receive a continuation of his monthly base salary for a
period not to exceed the difference between 12 months and the number of
months after such termination in which salary and benefits were payable in
the calendar year in which such discharge occurred.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Recommendations on executive compensation are made to the Board by
the three-member Compensation Committee of the Board ("Committee"). The
Committee is composed of Mr. O'Donnell, Dr. Lee and Dr. McElroy. Each member
of the Committee is a non-employee director of the Company. Dr. Lee was
employed by the Insurance Company during 1992 and 1993 as Senior Medical
Director.
On January 22, 1991, the Company made a 30 year, $504,000 first
mortgage loan on the personal residence of Dr. Lee, a director of the
Company. At the time the loan was made, it represented a loan to estimated
value of approximately 80%. The largest outstanding balance on the loan
during 1994 was $205,059 on January 1, 1994. This loan originally provided
for interest at the rate equal to the cost of funds of the Eleventh District
of the Federal Reserve, plus 2% and had a final payment due February 1, 2021.
On December 10, 1992, the terms of the loan were renegotiated to provide for
interest to be fixed at rate of 7.5% and a final payment due January 10,
2008. The outstanding principal balance on this loan was $11,815 as of
December 31, 1994.
Set forth below is a report submitted by the Committee addressing the
Company's compensation policies and philosophies for 1994 as they affected
Mr. Laster and the other executive officers.
9
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee Report on executive compensation below
shall not be deemed to be filed under or incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
report by reference.
In 1994, the Board adopted an Incentive Compensation Plan and Bonus
Compensation Agreements ("Incentive Plans") to provide certain executive
officers and key employees with the opportunity to earn incentive
compensation based upon the financial performance of the Company. The
Incentive Plans utilize specific financial performance objectives including,
without limitation, the following: (i) return on equity; (ii) asset growth;
(iii) total return on AmVestors Common Stock; (iv) core operating earnings;
(v) premiums and annuity considerations; (vi) gross margin; and (vii) total
expenses. The Incentive Plans award points to executive officers and key
employees when specified objectives are attained. Incentive compensation is
calculated by multiplying the percentage of base salary specified for each
officer times the ratio of performance objective points earned divided by
total performance objective points possible. The number of performance
objective points possible and the percentage of base salary specified for
each executive officer is set by the whole Board based upon the
recommendations of the Compensation Committee and is intended to reflect each
officer's potential to influence the profitability of the Company's
operations. The Incentive Plans will be effective for calendar year 1994 and
will impact compensation paid during 1995.
EXECUTIVE COMPENSATION POLICIES
This report outlines the Company's general compensation policy, as
endorsed by the full Board of Directors, and explains the Committee's actions
with regard to executive compensation for the year ended December 31, 1994.
Compensation decisions are made by the whole Board based upon the review and
recommendations of the Committee. It is anticipated that criteria similar to
that discussed herein, in addition to the criteria set forth in the Incentive
Compensation Plans described above, will be employed for compensation
decisions in 1995.
The focus of the executive compensation program is to attract,
motivate and retain quality executives by providing a well rounded
compensation plan based on both Company and individual performance. In
addition to salary and bonus awards, the Committee may utilize both annual
and long-term stock incentive plans which are intended to reward executive
officers and other key employees upon achieving specific goals.
The Committee recognizes that stock ownership and stock-based
performance arrangements are beneficial and operate to increase executive
officers' incentive to enhance stockholder value. The Company relies on this
type of compensation arrangement as a significant element in the total
compensation program.
Section 162(m) of the Internal Revenue Code, enacted in 1993 and
effective for taxable years beginning after January 1, 1994, generally limits
to $1 million per individual per year the federal income tax deduction for
compensation paid by a publicly-held company to certain executive officers.
Compensation that qualifies as performance-based compensation for purposes of
section 162(m) is not subject to the $1 million deduction limitation. The
Committee will consider Section 162(m) in its compensation decisions on any
ongoing basis.
EXECUTIVE OFFICER COMPENSATION AND PERFORMANCE
Compensation paid to the executive officers in 1994 consisted of base
salary, annual bonus, and contributions to the Company's Employee Stock
Ownership Plan and Money Purchase Pension Plan. One half of bonus
compensation paid to executive officers in 1994 was paid in the form of a
salary bonus throughout the year. As discussed below, each element of
compensation is based on a combination of qualitative and quantitative
factors.
BASE SALARY AND ANNUAL BONUS
The salary and bonus of the Company's executive officers is reviewed
and approved annually by the Board. The Board's decisions concerning base
salary and bonus levels are based upon recommendations from the Committee,
which reviews corporate and individual performance in making its
recommendations to the Board. To assist the Committee in its compensation
decisions for executive officers other than himself, the Chief Executive
Officer reviews the performance of each executive officer and recommends to th
e Committee proposed remuneration for each respective officer. The Committee
considers both objective and subjective criteria in its evaluation of each
executive officer, including the Chief Executive Officer.
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<PAGE>
The Committee considered several objective factors in its
compensation decisions for 1994. Factors relevant to its decisions were
earnings, return on stockholders' equity, increased premiums, asset growth,
reduction in bank debt, increased capitalization in American and performance
of the Insurance Company's investment portfolio. Bonus compensation earned in
1994 is based on 1993 performance. In 1993, the Company posted core operating
earnings of $10.1 million, an increase of $8.1 million over 1992, net
earnings of $18.0 million, an increase of $1.2 million over 1992.
Stockholders' equity increased 103% from $49.5 million in 1992 to $100.3
million in 1993. Premiums increased 32% over 1992 to $222.2 million. Average
invested assets grew from $1.7 billion in 1992 to $1.8 billion in 1993. In
1993, the Company retired all existing bank debt and contributed $14.6
million to the capital and surplus of American.
The Committee also considers subjective factors in its review of each
executive officer. Such factors include business planning skills, leadership
abilities, creativity, experience, assumption of additional duties in
connection with promotions or changes, and individual performance in any
special projects or situations.
STOCK INCENTIVE PLANS
The Company currently has three separate stock incentive plans: (1)
1989 Non-Qualified Stock Option Plan, (2) 1989 Stock Appreciation Rights
Plan, and (3) 1989 Restricted Stock Plan. The board did not make any award to
the executive officers named in the Summary Compensation Table under any of
the stock incentive plans in 1994.
CEO COMPENSATION
The Chief Executive Officer's primary responsibilities are to direct
and oversee the day-to-day operations of the Company and its wholly-owned
subsidiaries, including, but not limited to, the investment of the Company's
assets.
In 1994, Mr. Laster's base salary was $370,000 per annum. His base
salary is established pursuant to his employment contract and is subject to
increase annually at the sole discretion of the Board. Mr. Laster's base
salary may not be diminished prior to May 31, 1997. Despite the Company's
improved financial condition and performance, Mr. Laster's base salary was
not increased over his 1993 base salary.
In determining the bonus paid to Mr. Laster, the committee considers
a number of variables including financial performance, individual
performance, special assignments or tasks and achievement of particular
goals. In recommending bonus compensation, the committee exercises broad
discretion and considers all of the above criteria. No single criteria is
assigned specific weight in the determination.
Mr. Laster's cash compensation in 1994 included a bonus of $370,000.
The 1994 bonus was based upon the Company's Financial performance in 1993 as
previously described. Among other things, the Committee considered the
dramatic improvement in earnings profitability, growth in assets, continued
growth in premiums in 1993, and the increase in the spread between the
interest rates earned on invested assets and those credited to policyowners.
In addition to the improved financial performance, the committee also
considered Mr. Laster's contribution in the success for closing of the
Company's common stock offering in November 1993. Under Mr. Laster's
leadership, the Company issued 3.5 million shares of the Company's common
stock and raised in excess of $35 million in capital. The proceeds raised in
connection with the offering enabled the Company to retire all outstanding
bank debt, and repurchase common stock warrants held by one of the Company's
senior lenders. The balance of the proceeds were contributed to the capital
and surplus of American.
The compensation paid to Mr. Laster in 1994 reflects the Committee's
assessment of this personal performance and leadership, as well as his
relative value to the Company, and ability to impact the Company's
performance.
Dr. R. Rex Lee
Mr. James V. O'Donnell
Dr. Robert T. McElroy
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PERFORMANCE GRAPH
The following graph compares the Company's cumulative total
stockholder return (assuming reinvestment of dividends) with the S&P 500
Index and the S&P Life Insurance Index.
The Stock Performance Graph shall not be deemed to be filed under, or
incorporated by reference into, any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this graph by reference.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMVESTORS, S&P 500 INDEX, AND THE S&P LIFE INSURANCE INDEX
AMVESTORS FINANCIAL CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
AmVestors Financial Corporation ........................... $100 $22 $49 $78 $78 $68
S&P 500 Index ............................................. 100 103 126 136 150 162
S&P 500 Life Insurance Index............................... 100 82 117 158 160 133
</TABLE>
Assumes $100 invested on December 29, 1989, in AmVestors Financial
Corporation Common Stock, the S&P 500 Index and the S&P Life Insurance Index.
12
<PAGE>
The Company's Proxy Statement for the 1994 Annual Meeting presented a
Stock Performance Graph which compared the Company's cumulative total
stockholder return for the five-year period ending December 31, 1993, to two
indices of Nasdaq stocks. At that time, the Common Stock was traded on the
Nasdaq Stock Market. In November 1994, the Common Stock was listed on the New
York Stock Exchange. Rules of the Securities and Exchange Commission require
that, if an index is selected which is different from an index used for the
immediately-preceding year, the Company's total return must be presented in
the Stock Performance Graph for both the newly selected index and the index
used in the immediately-preceding fiscal year. Because of the change in
comparative indices caused by the Company's listing on the New York Stock
Exchange, the following graph is presented to compare the cumulative total
stockholder return (assuming reinvestment of dividends) for the Company's
common stockholders during the five-year period ended December 31, 1994, to
the same two comparative groups contained in the 1994 Proxy Statement, namely
the Total Return Index for the Nasdaq Stock Market, and the Total Return
Index for Nasdaq Financial Stocks.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
AmVestors Financial Corporation............................ $100 $22 $49 $78 $78 $68
Nasdaq Stock Market (US) .................................. 100 85 137 158 181 177
Nasdaq Financial Stocks.................................... 100 77 119 170 197 198
</TABLE>
Assumes $100 invested on December 29, 1989, in AmVestors Financial
Corporation common stock, the Total Return Index for the Nasdaq Stock Market
and the Total Return Index for Nasdaq Financial Stocks.
13
<PAGE>
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
The Company's directors and executive officers are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Based solely on a
review of the copies of the reports furnished to the Company and written
representations from directors, the Company believes that during 1994 all
filing requirements applicable to directors and executive officers have been
complied with, except that Mr. Thomas M. Fogt filed his initial Form 3 report
late, two Form 3 reports for family trusts on which Mr. Fogt serves as
co-trustee were filed late, and a Form 4 report relating to one transaction
was filed late; and, Mr. Robert G. Billings filed one Form 4 report relating
to one transaction late.
TRANSACTIONS WITH MANAGEMENT AND STOCKHOLDERS
In 1991, the Company made a first mortgage loan on the personal
residence of Dr. R. Rex Lee as described under the heading Compensation
Committee Interlocks and Insider Participation.
PROPOSAL B
APPROVAL OF THE 1995
AGENTS STOCK OPTION PLAN
On March 30, 1995, the Board of Directors unanimously adopted,
subject to stockholder approval, the 1995 Agents Stock Option Plan (the
"Plan"). The purpose the Plan is to encourage ownership of the Company's
Common Stock by agents and marketing organizations that recruits agents who
sell annuities and life insurance products of the Company's subsidiary,
American. The Board believes the Plan will provide an additional incentive to
promote the sale of American's products and will generally promote the success
of the Company's business. At the Annual Meeting, stockholders will be
requested to approve the Plan. The Plan covers a maximum of 500,000 shares of
the Company's Common Stock.
SUMMARY DESCRIPTION OF THE PLAN.
ADMINISTRATION OF THE PLAN. The Plan shall be administered under the
general direction and control of the Board of Directors of the Company which
may from time to time issue orders or adopt resolutions not inconsistent with
the provisions of the Plan to interpret the provisions and supervise the
administration of the Plan. The Board may appoint a committee of not fewer
than three directors, who shall have full power and authority to take any
action required or permitted by the Board under the Plan, except that the
committee shall not have the power to terminate, suspend, alter, or amend the
Plan.
ELIGIBLE PARTICIPANTS. Under the Plan, options may be granted to any
individual, corporation, or other entity who is contracted to sell American's
products or recruit agents to sell American's products. No subsidiary of the
Company or any officer, director, or employee of the Company or its
subsidiaries shall be eligible to receive options under the Plan. The Company
estimates that there will be approximately 6,000 eligible participants when
the Plan is approved. The Plan does not provide for a maximum number of
shares of Common Stock which may be granted to any particular person or
company under the Plan. However, no options may be granted to any person or
company which beneficially owns more than five percent of the Common Stock of
the Company.
TYPE OF OPTIONS. Only nonqualified stock options may be granted under
the Plan. Options granted under the Plan shall not be treated as incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986.
GRANT OF OPTIONS. Options shall be granted only upon the execution,
by both the optionee and the Company, of a stock option agreement. The terms
and conditions of the form of the stock option agreement may be changed by
the Board of Directors or the committee from time to time, but these changes
shall not affect any stock option agreement in force at the time the changes
are made.
OPTION PRICES. The purchase price of the Common Stock covered by each
option shall be determined by the Board of Directors or the committee, but
shall not be less than the fair market value of the Common Stock at the time
of the grant of the option. The market value of the Company's Common Stock on
December 30, 1994 was $9.50.
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<PAGE>
TERM OF OPTIONS. The term of each option shall be ten years from the
date of granting such option. Each option shall be subject to earlier
termination as discussed below. No option may be transferred, assigned or
pledged by the optionee.
PURCHASE PRICE. An option may only be exercised by written notice to
the Company specifying the number of shares of Common Stock with respect to
which such option is then being exercised, accompanied by the purchase price
for such shares of Common Stock. The purchase price of the shares of Common
Stock purchased upon exercise of an option shall be paid in full in cash at
the time of exercise, but the Board of Directors may determine that shares of
Common Stock may be purchased, in whole or in part, with Common Stock of the
Company based on the fair market value of the Common Stock on the date of
exercise.
TERMINATION OF OPTIONS. Each option shall terminate upon the FIRST of
the following dates:
a. If the optionee voluntarily terminates his contract within twelve
months of the date of grant of the option, the date of the
optionee's termination of the contract.
b. If the optionee voluntarily terminates his contract more than
twelve months after the date of grant of the option, the date
90 days after the date the contract is terminated;
c. If the optionee is an individual, and such optionee's contract is
terminated because of the optionee's permanent and total
disability, the date twelve months following the date of termination
of the contract;
d. If the optionee is an individual, and such optionee dies, the date
twelve months following the date of the optionee's
death;
e. If the optionee fails to achieve the applicable yearly premium
requirement set by contract or the committee for any
calendar year, the next March 31 following the end of such calendar
year;
f. If the optionee's contract is terminated by reason of the
optionee's dishonesty, fraud, embezzlement, or any
other malicious act substantially detrimental to the Company or one of
its subsidiaries, the date of the termination of the
contract; and
g. If the optionee's contract is terminated for any reason other than
as provided in c., d. or f. above, the date 90
days after the date of termination of the contract.
h. The date 10 years from the date of grant.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Common Stock of the Company by reason of the stock
dividend, stock split, merger, consolidation, split-up, combination or change
of shares, reorganization, liquidation, or the life, the aggregate number and
class of shares of Common Stock available under the Plan and the number and
class of shares subject to each outstanding option and the option prices
shall be appropriately adjusted by the Board of Directors or the Committee
whose determination shall be conclusive.
TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors may at
any time suspend or terminate the Plan and shall have the right to alter or
amend the Plan or any part thereof at any time and from time to time as it
may deem proper and in the best interest of the Company. Any termination,
suspension, alteration, or amendment of the Plan may be made by the Board of
Directors without further action on the part of the stockholders of the
Company; PROvided, that, no such termination, suspension, alteration, or
amendment shall: (a) impair, without the consent of the optionee, any option
theretofore granted to such optionee under the Plan or deprive such optionee
of any Common Stock that such optionee has acquired under the Plan; or (b)
unless approved by the stockholders of the Company, increase the total number
of shares of Common Stock which may be purchased under the Plan (except upon
an adjustment in connection with a change in capitalization or merger of the
Company). Any option outstanding at the time of termination of the Plan shall
remain in effect subject to the provisions of this Plan until the option
shall have been exercised or shall have expired.
FEDERAL INCOME TAX CONSEQUENCES
Eligible participants receiving nonqualified options under the Plan
do not recognize taxable income on the date of grant of the option, assuming
(as is granted usually the case with plans of this type) that the option does
not have a readily ascertainable fair market value at the time it is granted.
However, the participant must generally recognize ordinary income at the time
15
<PAGE>
of exercise of the nonqualified option in an amount equal to the difference
between the option exercise price and the fair market value of the Common
Stock on the date of exercise. Upon subsequent disposition, any further gain
or loss is taxable either as a short-term or long-term capital gain or loss,
depending upon the length of time that the shares of Common Stock are held.
The Board of Directors believes that the adoption of the Plan will
promote the interests of the Company and its stockholders and enable the
Company to retain and reward agents important to the Company's success
through the recognition of the attainment of long-term corporate goals and
objectives reflected in share values. The favorable vote of a majority of
holders of the Common Stock of the Company present or represented by proxy
and entitled to vote at the Annual Meeting is required to approve the 1995
Agents Stock Option Plan.
Recommendation of Your Board of Directors "FOR" this Proposal
PROPOSAL C
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Deloitte & Touche
LLP as its independent public accountants for the fiscal year 1995. At the
meeting, the stockholders will be asked to ratify the Board of Director's
selection of Deloitte & Touche as the independent public accountants for the
fiscal year 1995. During the fiscal year 1994, Deloitte & Touche provided the
professional services related to the examination of the financial statement
of the Company and related entities, including annual reports to stockholders
and the Securities and Exchange Commission and have certified the same and
provided advice with regard to preparation of federal income tax returns and
other tax and accounting matters. The Audit Committee of the Board of
Directors approved such services taking into consideration the possible
effects which the rendering of such services would have on the independence
of the accountants. It is expected that representatives of Deloitte & Touche
will be present at the stockholders' meeting to make a statement or to answer
questions.
The favorable vote of a majority of the Common Stock of the Company
in attendance or represented by proxy and entitled to vote at the Annual
Meeting is needed to ratify the Board of Director's selection of independent
public accountants.
The Board of Directors recommends a vote FOR ratification of the
independent public accountants.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting calls for the transaction of any
other business as may properly come before the meeting, the Board of
Directors has no present intention of presenting any matters for action by
the stockholders at the meeting, other than as set forth herein. The enclosed
proxy gives discretionary authority to vote all shares subject to such proxy
in the event that any additional matters should be presented by a
stockholder.
A COPY OF THE THE COMPANY'S 1994 ANNUAL REPORT AND FORM 10-K REPORT
FOR THE YEAR ENDED DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, BUT NOT INCLUDING EXHIBITS, IS ENCLOSED WITH THIS NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS. AMVESTORS FINANCIAL CORPORATION WILL UNDERTAKE TO
PROVIDE TO EACH PERSON SOLICITED (INCLUDING BENEFICIAL OWNERS), UPON
REQUEST, ADDITIONAL COPIES OF THE FORM 10-K REPORT FOR THE YEAR ENDED
DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS.
AMVESTORS RESERVES THE RIGHT TO EXACT A FEE NOT IN EXCESS OF REASONABLE
EXPENSES FOR SO DOING.
By Order of the Board of Directors
LYNN F. HAMMES, Secretary
Dated: April 13, 1995
Topeka, Kansas
16
<PAGE>
AMVESTORS FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
April 13, 1995
Please Sign and Return Immediately
The undersigned hereby appoints Ralph W. Laster, Jr. and Mark V. Heitz,
or either of them, with powers of substitution, attorneys and proxies to
represent the undersigned at the Annual Meeting of Stockholders of AmVestors
Financial Corporation, to be held on May 18, 1995, at the Doubletree Hotel,
8801 N.W. 112th Street, Kansas City, Missouri 64153, and at any adjournment
or adjournments thereof, with all power which the undersigned would possess
if personally present and to vote all shares of stock which the undersigned
may be entitled to vote at said meeting.
(A) The election of three (3) Class II directors.
ROBERT G. BILLINGS
FOR _____________________
WITHHOLD VOTE
JACK H. BRIER
FOR _____________________
WITHHOLD VOTE
ROBERT R. LEE, II
FOR _____________________
WITHHOLD VOTE
(To withhold a vote for any individual nominee, check the box marked WITHHOLD
VOTE next to the nominee's name above. To cumulate votes for any nominee(s),
write the number of votes cast for each in the space provided next to the
box. The total number of votes must not exceed three times the number of
shares you hold.)
(B) The approval of the 1995 Agents Stock Option Plan.
FOR AGAINST ABSTAIN
(C) To ratify the selection of independent public accountants.
FOR AGAINST ABSTAIN
(D) In their discretion, either of the above named agents is authorized to
vote upon any other matters which may come
before the meeting or any adjournment or adjournments thereof.
FOR AGAINST ABSTAIN
The undersigned hereby revokes any and all powers of attorney
heretofore given to vote or act with respect to said shares; and hereby
ratifies and confirms all that said attorneys, proxies or any of them, or
their substitutes, may lawfully do by virtue hereof.
Either of the above named agents at said meeting, either personally or
by substitute, shall exercise all powers of proxies hereunder.
THIS PROXY WILL BE VOTED IN FAVOR OR AGAINST THE MATTERS SET FORTH
ABOVE AS YOU MAY INDICATE, BUT IN THE EVENT NO INDICATION IS GIVEN, SAME WILL
BE VOTED IN FAVOR OF THE NOMINEES AND THE PROPOSALS LISTED ABOVE.
Please sign your name on the signature line below in the same way it is
printed on this form. When signing as an attorney, executor, administrator,
trustee or guardian, or on behalf of a corporation, please give your full
title as such.
Dated this___________________________day of _______1994
Signature____________________________________________________________________
Signature____________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMVESTORS
FINANCIAL CORPORATION
MANAGEMENT RECOMMENDS A VOTE FOR ALL ITEMS
