As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under the Securities Act of 1933
AMVESTORS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 48-1021516
(State or other jurisdiction (I.R.S. Employer Identi-
of incorporation) fication Number)
415 Southwest Eighth Avenue
Topeka, Kansas 66603
913/232-6945
(Address, including ZIP code, and telephone number,
including area code, of Registrant's principal executive offices)
RALPH W. LASTER, JR.
Chairman of the Board, Chief Executive Officer,
and Chief Financial Officer
AmVestors Financial Corporation
415 Southwest Eighth Avenue
Topeka, Kansas 66603
913/232-6945
(Name, address, including ZIP code, and telephone
number, including area code, of agent for service)
COPIES TO:
BENJAMIN C. LANGEL MICHAEL H. MILLER
Foulston & Siefkin L.L.P. Assistant General Counsel
and Assistant Secretary
700 Fourth Financial Center AmVestors Financial Corporation
Wichita, Kansas 67202 415 Southwest Eighth Avenue
316/267-6371 Topeka, Kansas 66603
913/295-4401
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement
becomes effective.
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
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of
earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to to be offering price aggregate offering registration
be registered registered per unit<F1> price<F1> fee
Common Stock 500,000 shares $12.875 $6,437,500 $2,220.00
no par value
<FN><F1> Estimated solely for the purpose of computing the Registration Fee
pursuant to the provisions of Rule 457(c), based upon a price
of $12.875 per share, being the average of the high and low prices per share
as reported in the consolidated reporting system on March 28,
1996.
</TABLE>
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 this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
PROSPECTUS
500,000 Shares
Common Stock
No Par Value
AMVESTORS FINANCIAL CORPORATION
to be issued under its
1995 AGENTS STOCK OPTION PLAN
AmVestors Financial Corporation (the "Company") is hereby offering the
right to purchase shares of its
common stock, no par value ("Common Stock"), pursuant to options granted under
the Company's 1995 Agents
Stock Option Plan (the "Plan"), to certain selected agents and marketing
organizations that recruit agents (collectively,
the "Eligible Participants"; each an "Eligible Participant") who sell annuity
products and other related savings and
life insurance products of the Company's subsidiaries, including American
Investors Life Insurance Company, Inc.
(the "Company's Products"). The Company is a Kansas corporation with its
principal executive offices at 415
Southwest 8th Avenue, Topeka, Kansas 66603, and its telephone number is (913)
232-6945.
An aggregate of 500,000 shares of Common Stock may be issued under the
Plan, subject to adjustments
as described in the Plan and this Prospectus. The shares of Common Stock are
offered by the Company only to the
Eligible Participants pursuant to a valid exercise of their respective options
under the terms of the Plan, including
payment of the option price set forth in each Eligible Participant's
respective Agent Stock Option Agreement. The
option price may not be less than the fair market value of one share of Common
Stock on the date of the grant of
the option. No underwriting discounts or commissions will be paid in
connection with the offering of these shares
of Common Stock. The Company's Common Stock is traded on the New York Stock
Exchange under the symbol
"AMV". On March 28, 1996, the last reported sale price of the Common Stock on
the New York Stock Exchange
was $12.875 per share.
_________________________________________
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________________________
No person is authorized to give any information or to make any
representation not contained or incorporated
by reference in this Prospectus, and, if given or made, such information
should not be relied upon as being
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities
other than the shares of the Company's Common Stock offered hereby. This
Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any shares of the Company's
Common Stock in any jurisdiction to or
from any person to or from whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither
the delivery of this Prospectus nor any distribution of the shares of the
Company's Common Stock offered pursuant
to this Prospectus shall under any circumstances create an implication that
the information herein is correct as of any
time subsequent to the date hereof or that there has been no change in the
affairs of the Company since such date.
The date of this Prospectus is April 3, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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"). Such
reports, proxy statements, and other
information filed by the Company with the Commission can be inspected and
copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York,
New York 10048 and at 500 West
Madison Avenue, Suite 1400, Chicago, Illinois 60661, except that copies of the
exhibits may not be available at
certain of the Regional Offices. Copies of such material can be obtained by
mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy
statements, and other information concerning the Company also may be inspected
at the offices of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all exhibits
and amendments thereto, the "Registration Statement") under the Securities Act
of 1933, as amended, with respect
to the securities offered hereby. This Prospectus, which constitutes a part
of the Registration Statement, does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information
with respect to the Company and such
securities, reference is made to such Registration Statement and to the
exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the
Exchange Act (File No. 0-15330), are incorporated in this Prospectus by
reference and shall be deemed to be a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995; and
(b) The description of the Common Stock contained in the Company's
registration statement on
Form 8-A dated September 23, 1987.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of the filing of such
documents. Any statement contained in this Prospectus, in a supplement to
this Prospectus, or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed supplement
to this Prospectus or in any document that also is or is deemed to be
incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this
Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference in such documents.
Written or telephone requests for such copies should be directed to Mark V.
Heitz, President and General Counsel,
AmVestors Financial Corporation, 415 Southwest Eighth Avenue, Topeka, Kansas
66603 (Telephone:
(913) 232-6945).
2
<PAGE>
THE COMPANY
The Company is an insurance holding company whose subsidiaries are
American Investors Life Insurance
Company, Inc. ("American"), American Investors Sales Group, Inc., AmVestors
Investment Group, Inc., and Omni-
Tech Medical, Inc. The Company was incorporated in 1986 to serve as a holding
company for all of the common
stock of American. The Company's principal executive offices are located at
415 Southwest Eighth Avenue, Topeka,
Kansas 66603, and its telephone number is (913) 232-6945.
American specializes in the sale of annuity products throughout the United
States. Single premium deferred
annuities accounted for approximately 96% of all premiums received by the
Company in 1995. Other products
offered include single premium immediate annuities and flexible premium
deferred annuities. As of December 31,
1995, the Company had total annuity contracts in force of $2.1 billion.
The Company designs its products and directs its marketing efforts towards
the savings and retirement
market. The Company seeks to make sales in the market for retirement savings
products by offering annuity
products that meet the demands of agents and the pre-retirement population.
The Company markets its annuity
products through independent agents licensed in 47 states and the District of
Columbia. Agents are recruited through
the Company's wholly-owned subsidiary, American Sales, as well as through
various other national marketing
organizations. As of December 31, 1995, the Company had approximately 7,500
independent agents licensed to sell
the Company's products. The Company does not market its annuity products
through stockbrokers. The Company
endeavors to attract agents to sell its products by offering a broad selection
of fixed annuity products, by providing
timely, comprehensive services to agents and customers, and by continuing to
specialize in annuity products.
DESCRIPTION OF THE PLAN
General Information. The Plan provides for the offering of a maximum of
500,000 shares of Common
Stock of the Company pursuant to options granted to the Eligible Participants
under the terms of the Plan. The
purpose of the Plan is to encourage ownership of Common Stock by the Eligible
Participants and to provide an
additional incentive for the Eligible Participants to promote the sale of the
Company's Products, and to generally
promote the success of its business.
Under the terms of the Plan, Eligible Participants, selected agents and
marketing organizations that have
entered into a contract with the Company or a subsidiary of the Company
providing for the sale of the Company's
Products or the recruitment of agents to sell the Company's Products (an
"Agent/MO Agreement"), may be granted
options to purchase shares of Common Stock at a price not less than the fair
market value of one share of Common
Stock on the date of the grant of the option. The options may be exercised
for a period up to ten years upon
payment of the option price for the underlying shares of Common Stock. The
options terminate upon the termination
of an Eligible Participant's Agent/MO Contract or if the Eligible Participant
does not meet certain annual
performance levels set forth in the Eligible Participant's Agent Stock Option
Agreement.
The Plan was adopted by the Board of Directors of the Company on March 30,
1995 and was approved by
the stockholders of the Company at the 1995 Annual Meeting of Stockholders
held on May 18, 1995.
The Company will make application to the New York Stock Exchange for
approval of the listing on the
New York Stock Exchange of the shares of Common Stock to be issued under the
Plan. No shares of Common
Stock will be issued under the Plan until the shares of Common Stock have been
approved for listing on the New
York Stock Exchange.
The Plan will be administered under the general direction and control of
the Company's Board of Directors
which may, subject to the terms of the Plan, issue orders or adopt resolutions
to interpret the provisions and supervise
the administration of the Plan. The Board of Directors may appoint a
committee (the "Committee") of not fewer
than three directors, to which it may delegate all of its power and authority
under the Plan, except that the Committee
shall not have the power to terminate, suspend, alter, or amend the Plan. The
Board of Directors
3
<PAGE>
may, from time
to time, remove members from or add members to the Committee and shall fill
all vacancies on the Committee.
The Board of Directors may suspend or terminate the Plan at any time
without the approval of the
stockholders of the Company. The Board of Directors may also alter or amend
the Plan at any time without
stockholder approval; provided, however, that no termination, suspension,
alteration, or amendment shall (a) impair
any option previously granted under the Plan without the consent of the holder
thereof, or deprive any Eligible
Participant of any Common Stock previously acquired under the Plan, or (b)
unless approved by the stockholders
of the Company, increase the number of shares which may be issued pursuant to
the Plan (except for adjustments
to reflect any stock dividend, stock split, merger, consolidation, split-up,
combination or exchange of shares,
reorganization, liquidation, or the like). 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.
A summary of the major provisions of the Plan is set forth below. Such
summary does not purport to be
complete and is qualified in its entirety by reference to the Plan, a copy of
which accompanies this Prospectus as
Annex I, the full text of which is incorporated herein by reference.
Additional information about the Plan, an
Eligible Participant's Agent Stock Option Agreement, the Company's Board of
Directors, and the Committee may
be obtained from the Company at 415 Southwest Eighth Avenue, Topeka, Kansas
66603, (Telephone
(913) 232-6945).
Shares Authorized to be Issued Under the Plan. Options to acquire an
aggregate of 500,000 shares of
Common Stock have been authorized under the Plan. Shares of Common Stock
covered by options which expire
or are terminated will again be available for grants of options under the
Plan. Shares of Common Stock issued
pursuant to the exercise of options may be either authorized but unissued
shares or issued shares that have been
reacquired by the Company. Treasury shares may be purchased either in open
market transactions or in negotiated
private transactions. The Company has no plans, agreements, or negotiations
under way to purchase shares in private
transactions solely for the purpose of making shares available for purchase
under the Plan. The Company will pay
any fees, commissions, or expenses it incurs in connection with the Plan.
In the event of any change in the number of shares of Common Stock
outstanding by reason of a stock
dividend, stock split, merger, consolidation, split-up, combination or
exchanges of shares, reorganization, liquidation,
or the like, 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. Subject to any required approval by the stockholders of the
Company, if the Company is the surviving
or resulting corporation in a merger or consolidation, each option that is
outstanding at the time of the merger or
consolidation shall apply to the same number and type of shares of stock that
a holder of the same number of shares
of Common Stock that is subject to such option was entitled to receive by
reason of the merger or consolidation.
Participation in the Plan. The Plan provides that options may only be
granted to Eligible Participants.
Eligible Participants are selected agents and marketing organizations that
have entered into an Agent/MO Contract
with the Company or one of its subsidiaries. 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. Participation in the Plan is
entirely voluntary and no Eligible Participant shall be required to accept
options or to exercise options granted under
the Plan. No options may be granted under the Plan to any individual,
corporation, or other entity which beneficially
owns more than five percent of the total combined voting securities of the
Company.
The Committee, subject to the terms of the Plan, shall determine when
options are granted, the Eligible
Participants to whom options will be granted, the purchase price and the
number of option shares to be granted, and
when the options granted may be exercised and shall expire. Decisions of the
Committee with respect to the Plan
are final, conclusive, and binding on all Eligible Participants.
Grant of Options; Option Price. Any option granted in accordance with the
Plan shall be granted upon the
execution, both by the Eligible Participant (upon such execution, an
"Optionee") and the Company, of an Agent
4
<PAGE>
Stock Option Agreement in substantially the form of the Agent Stock Option
Agreement attached to the Plan as Exhibit
"A", a copy of which is included in Annex I to this Prospectus. The terms and
conditions of the form of Agent
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 Agent Stock Option Agreement in force at the time
the changes are made. Options may
be granted under the Plan for terms not to exceed ten years from the date of
grant, and the option price must be not
less than 100% of the fair market value of the Common Stock at the time of the
grant of the options. The fair
market value of the Common Stock shall be the closing price of the Common
Stock on the New York Stock
Exchange on the date of the grant (or on another established market in which
the stock is actively traded if it is no
longer traded on the New York Stock Exchange), except that if the Common Stock
is actively traded in a market
where there is no closing price, the fair market value shall be the mean
between the bid and asked price on such
market. If the Common Stock is not traded in an established market, the fair
market value shall be determined by
the Board of Directors or the Committee.
Exercise of Options; Payment for Shares. An option may be exercised in
whole or in part at any time until
the termination or expiration of the option under the terms of the Plan and an
Optionee's Agent Stock Option
Agreement. An option may not be exercised in installments of fewer than 1,000
shares at any one time, unless such
lesser number shall equal the entire remaining unexercised portion of the
option. An option may not be exercised
if the Optionee is then in default in the payment of any obligations owed to
the Company or any of its subsidiaries.
To exercise an option, an Optionee must notify the Secretary of the Company at
the offices of the Company in
Topeka, Kansas. The notice must specify the number of shares of Common Stock
with respect to which the 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 the option shall be paid in
full in cash at the time of exercise, but the Board of Directors or the
Committee may (but shall not be required to)
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 of
the option. The Company shall
deliver the shares of Common Stock upon exercise of the option as soon as
reasonably practicable. The stock
certificate(s) evidencing the shares of Common Stock issued pursuant to the
exercise of the option will contain such
restrictive legend(s) concerning the obligations of the Optionee under the
federal and state securities laws and other
appropriate matters as the Board of Directors or the Committee shall
determine. An Optionee shall not have any
rights of a stockholder with respect to the shares of Common Stock covered by
an option until, and to the extent,
that the option shall have been duly exercised.
Term of Options; Termination 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
upon the first of the following dates:
a. If the Optionee voluntarily terminates his, her, or its Agent/MO
Contract within 12 months
of the date of grant of the option, the date of the Optionee's termination
of the Agent/MO contract;
b. If the Optionee voluntarily terminates his, her, or its Agent/MO
Contract more than 12
months after the date of grant of the option, the date 90 days after the
date the Agent/MO Contract is
terminated;
c. If the Optionee is an individual, and such optionee's Agent/MO
Contract is terminated
because of the Optionee's permanent and total disability, the date 12
months following the date of
termination of the Agent/MO Contract;
d. If the Optionee is an individual, and such Optionee dies, the
date 12 months following the
date of the Optionee's death;
e. If the Optionee fails to achieve the annual yearly premium
requirement set forth in his,
her, or its Agent/MO Contract for any calendar year, the next March 31
following the end of such calendar
year;
5
<PAGE>
f. If the Optionee's Agent/MO 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 Agent/MO Contract;
g. If the Optionee's Agent/MO Contract is terminated by the Company
or one of its
subsidiaries for any reason other than as provided in c., d., or f. above,
the date 90 days after the date of
termination of the Agent/MO Contract; and
h. The date of the expiration of the option ten years from the date
of grant of the option.
Federal Income Tax Effects of Plan Participation. The following
discussion is a general summary of the
material federal income tax consequences of participation in the Plan to
Eligible Participants and does not purport
to be a complete analysis or listing of all potential tax considerations or
consequences relevant to a decision whether
to participate in the Plan or to exercise an option granted under the Plan.
The discussion does not address all aspects
of federal income taxation that may be applicable to Eligible Participants
subject to special federal income tax
treatment, including, without limitation, foreign persons, insurance
companies, tax-exempt entities, retirement plans,
and dealers in securities. The discussion addresses neither the effect of any
applicable state, local, or foreign tax
laws, nor the effect of any federal tax laws other than those pertaining to
the federal income tax. In view of the
individual nature of federal income tax consequences, each Eligible
Participant is urged to consult his, her, or its own
tax advisor to determine the specific tax consequences of participation in the
Plan to him, her, or it.
The Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended
(the "Code"). Because the Plan is a nonqualified stock option plan for
federal income tax purposes, the holders of
options granted pursuant to the Plan will not receive certain benefits
available to the holders of "qualified" stock
options as defined by the Code. No income will be recognized by an Optionee
upon the grant of a Plan option
(assuming such options are never publicly traded and have no readily
ascertainable market value). However, the
participant must generally recognize ordinary income at the time 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 FOREGOING IS A GENERAL SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN AND IS INCLUDED FOR GENERAL
INFORMATION
ONLY. THE FOREGOING SUMMARY DOES NOT TAKE INTO ACCOUNT THE PARTICULAR FACTS
AND
CIRCUMSTANCES OF EACH ELIGIBLE PARTICIPANT'S FEDERAL INCOME TAX STATUS AND
ATTRIBUTES. AS A RESULT, THE FEDERAL INCOME TAX CONSEQUENCES ADDRESSED IN THE
FOREGOING SUMMARY MAY NOT APPLY TO EACH ELIGIBLE PARTICIPANT. EACH ELIGIBLE
PARTICIPANT SHOULD CONSULT HIS, HER, OR ITS OWN TAX ADVISOR REGARDING THE
SPECIFIC
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN TO HIM, HER, OR IT, INCLUDING
THE
APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS AND THE
POSSIBLE EFFECTS OF CHANGES IN FEDERAL AND OTHER TAX LAWS.
Restrictions on Transferability of Options. This Prospectus does not
pertain to the options granted under
the Plan, which are not registered under the Securities Act of 1933, as
amended, and may not be transferred except
under the limited circumstances set forth below. Options granted to an
Optionee that is not a natural person shall
not be transferrable, and may be exercised only by such Optionee, or by such
Optionee's successor by merger,
consolidation, reorganization, or liquidation, if the Board of Directors or
the Committee determines, in its sole
discretion, to permit the transfer of such option in connection with such
merger, consolidation, reorganization, or
liquidation by causing the Company and such Optionee's successor to execute a
new Agent Stock Option Agreement,
but in no event may any option be exercised after the expiration of the
original term of the option. Options granted
to a natural person shall not be transferrable other than by will or the laws
of descent and distribution, and may be
exercised only by such individual, or after the Optionee's death, by such
Optionee's executor, administrator, personal
representative, or other person who has acquired the right to exercise the
option by bequest or inheritance, but in no
event may any option be exercised after the expiration of the original term of
the option. Except under
6
<PAGE>
those limited circumstances described above, no option or interest therein may
be transferred, assigned, pledged, or
hypothecated by an Optionee, by operation of law or otherwise, and any attempt
to do so shall be void. No option
or interest therein shall be made subject to levy, execution, attachment, or
similar process, and any attempt to levy,
execute, attach, or otherwise transfer the option or any interest therein or
to place a lien upon the same shall be void.
Resale Restrictions. Eligible Participants who become "affiliates" of the
Company may not reoffer or resell
shares of Common Stock acquired under the Plan by use or delivery of this
Prospectus. Such affiliates may reoffer
or resell such shares only (i) pursuant to a separate prospectus of the
Company which has become effective under
the Securities Act of 1933, as amended, (ii) pursuant to an applicable
exemption from registration under the
Securities Act as indicated in a written opinion of legal counsel acceptable
to the Company, or (iii) in reliance upon
and in compliance with applicable provisions of Rule 144 under the Securities
Act. The Company has neither an
obligation nor any present intention to prepare and file such a separate
prospectus to facilitate reoffers and resales
by affiliates. "Affiliate" is defined in Rule 405 under the Securities Act as
any person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company
by means of the direct or indirect possession of the power to direct or cause
the direction of the Company's
management and policies, whether through the ownership of voting securities,
by contract, or otherwise.
Eligible Participants who are not affiliates of the Company at the time of
their proposed reoffer or resale
of shares of the Common stock and who acquire such shares under the Plan
pursuant to this Prospectus generally
would be entitled to effect such reoffers or resales without the use of a
separate prospectus, obtaining an opinion of
counsel, or reliance upon Rule 144.
USE OF PROCEEDS
The purpose of the Plan is to provide an additional incentive for Eligible
Participants to promote the
Company's Products and to generally promote the success of the Company's
business, rather than to obtain proceeds
for any particular purpose. The net proceeds that become available to the
Company through the exercise of options
and sales of Common Stock pursuant to the terms of the Plan will be used for
general corporate purposes, which
may include additions to working capital, capital expenditures, acquisitions,
stock repurchases, and repayment of
indebtedness.
LEGAL MATTERS
The validity of the Common Stock to be issued upon exercise of options
under the Plan is being passed
upon for the Company by Foulston & Siefkin L.L.P., Wichita, Kansas.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company s
Annual Report on Form 10-K for the year ended December 31, 1995 have been
audited by Deloitte & Touche LLP
independent auditors, as stated in their report, which is incorporated herein
by reference, and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
7
<PAGE>
CONTINUOUS OFFERING PURSUANT TO RULE 415
The Common Stock offered hereby is being registered on a delayed or
continuous basis pursuant to Rule
415 of the Commission for purposes of allowing the exercise of options by
Optionees in accordance with the terms
of the Plan. As set forth above under the caption "INCORPORATION OF CERTAIN
DOCUMENTS BY
REFERENCE," information concerning the Company and the Common Stock is
available from reports filed by the
Company with the Commission in current reports on Form 8-K, quarterly reports
on Form 10-Q, and annual reports
on Form 10-K. All Optionees are encouraged to carefully review the current
information before making decisions
concerning the exercise of options granted pursuant to the Plan.
8
<PAGE>
ANNEX I
______________________________________________________________________________
AMVESTORS FINANCIAL CORPORATION
1995 AGENTS STOCK OPTION PLAN
______________________________________________________________________________
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<C> <S> <C>
Page
1. Statement of Purpose. . . . . . . . . . . . . . . . . . . . . . 1
2. Common Stock for the Plan . . . . . . . . . . . . . . . . . . . 1
3. Administration of the Plan. . . . . . . . . . . . . . . . . . . 1
4. Eligible Participants . . . . . . . . . . . . . . . . . . . . . 2
5. Grant of Options. . . . . . . . . . . . . . . . . . . . . . . . 2
6. Option Prices . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. Term of Options . . . . . . . . . . . . . . . . . . . . . . . . 3
8. Exercise of Options . . . . . . . . . . . . . . . . . . . . . . 3
9. Restrictions on Transferability of Options. . . . . . . . . . . 4
10. Termination of Options. . . . . . . . . . . . . . . . . . . . . 4
11. Adjustments upon Changes in Capitalization. . . . . . . . . . . 5
12. Adjustments when Corporation is Surviving Corporation in Merger 5
13. Effective Date of the Plan. . . . . . . . . . . . . . . . . . . 6
14. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
15. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 6
16. Government and Other Regulations. . . . . . . . . . . . . . . . 6
17. Nonexclusivity of the Plan. . . . . . . . . . . . . . . . . . . 7
18. Termination and Amendments of the Plan. . . . . . . . . . . . . 7
19. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
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<PAGE>
AMVESTORS FINANCIAL CORPORATION
1995 AGENTS STOCK OPTION PLAN
1. Statement of Purpose. The purpose of this 1995 Agents Stock Option
Plan (the "Plan") is to
encourage ownership of the Common Stock, no par value (the "Common Stock"), of
AmVestors Financial
Corporation, a Kansas corporation (the "Corporation"), by agents and marketing
organizations that recruit agents
(collectively, the "Eligible Participants") who sell annuity products and
other related savings and life insurance
products of the Corporation's Subsidiaries, including American Investors Life
Insurance Company, Inc. (the
"Corporation's Products"), pursuant to an Agent/MO Contract. The term
"Agent/MO Contract" and other capitalized
terms used herein shall have the meanings set forth in Section 19 of the Plan.
The Plan is intended to provide an
additional incentive for the Eligible Participants to promote the sale of the
Corporation's Products and to generally
promote the success of the Corporation's business. Options granted under the
Plan shall not be treated as an
"incentive stock option" as such term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended.
2. Common Stock for the Plan. A total of 500,000 shares of the
Corporation's Common Stock may
be issued upon the exercise of Options granted under the Plan. These shares
of Common Stock may be either
authorized but unissued shares or issued shares which have been reacquired by
the Corporation as the Board of
Directors of the Corporation may determine. If any outstanding Option under
the Plan expires or is terminated for
any reason without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion
of such Option shall again become available under the Plan. The Corporation
shall at all times during the term of
this Plan reserve and keep available such number of shares of its Common Stock
as will be sufficient to satisfy the
requirements of this Plan, and shall pay all fees and expenses necessarily
incurred by the Corporation in connection
with the exercise of Options granted hereunder.
3. Administration of the Plan.
a. Board of Directors. The Plan shall be administered under the
general direction and control
of the Board of Directors 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. In
administering the Plan, the vote of a majority of the Directors voting,
provided they constitute a quorum
under the Corporation's bylaws, shall be conclusive.
b. Committee. The Board of Directors may appoint a Committee
consisting of not fewer than
three directors, who shall serve at the pleasure of the Board of
Directors. All Committee members shall
be disinterested persons as defined in Securities and Exchange Commission
Rule 16b-3. The Board of
Directors may, from time to time, remove members from or add members to
the Committee and shall fill
all vacancies on the Committee. The Board of Directors may delegate to
the Committee full power and
authority to take any action required or permitted to be taken by the
Board of Directors under the Plan,
except that the Committee shall not have the power to terminate, suspend,
alter, or amend the Plan. Subject
to the provisions of the Plan, the Committee shall have the plenary
authority, in its discretion, to determine
the time or times at which, and the Eligible Participants to whom, Options
shall be granted, the purchase
price, the terms of payment, the number of shares of Common Stock to be
covered by each Option, when
each Option may be exercised, and the expiration date thereof. The
Options granted by such Committee
may contain such terms and provisions as the Committee, in its discretion,
deems desirable and appropriate;
provided, however, that such additional terms shall not be inconsistent
with any provision of the Plan. A
majority of the Committee shall constitute a quorum, and the action of a
majority of the members present
(whether in person or by telephone) at any meeting at which a quorum is
present, or action authorized or
approved in writing by a majority of the Committee, shall be deemed the
action of the Committee.
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<PAGE>
4. Eligible Participants. Individuals, corporations, and other entities
eligible to receive Options under
the Plan shall be such Eligible Participants as the Board of Directors, in its
sole discretion, may select; provided,
however, that no Subsidiary of the Corporation or any officer, director, or
employee of the Corporation or its
Subsidiaries shall be eligible to receive Options under the Plan. An Eligible
Participant who shall have been granted
an Option under the Plan may be granted one or more additional Options. No
Option shall be granted to any
individual, corporation, or other entity which beneficially owns more than
five percent of the total combined voting
securities of the Corporation. Nothing in this Plan shall be construed to
give Eligible Participants the right to be
granted an Option, and neither the Plan, the granting of an Option, nor the
taking of any other action under the Plan
shall constitute or be any evidence of any agreement or understanding, express
or implied, that the Corporation or
any of its Subsidiaries will authorize any Optionee to sell the Corporation's
Products or recruit agents to sell the
Corporation's Products for any period of time or for any particular
commission.
5. Grant of Options. Any Option granted in accordance with the Plan
shall be granted only upon the
execution, by both the Eligible Participant and the Corporation, of a stock
option agreement in substantially the form
of the Agent Stock Option Agreement attached hereto as Exhibit "A". The terms
and conditions of the form of the
Agent 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 Agent Stock Option Agreement in force at
the time the changes are made.
6. 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 100% of the Fair Market Value
of the Common Stock at the time of the grant of the Option.
7. 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 herein
provided.
8. Exercise of Options.
a. Time of Exercise. An Option may be exercised in accordance with
its terms after the
granting thereof and the approval of the Plan by the stockholders of the
Corporation in accordance with
Section 13 of the Plan. An Option may be exercised in whole or in part,
at any time or from time to time,
on any business day of the Corporation during the period the Option is
exercisable, except that an Option
may not be exercised for less than 1,000 shares of Common Stock unless the
exercise for a lesser number
of shares of Common Stock will exhaust the Option. An Option may not be
exercised if the Optionee is
then in default in the payment of any obligations owed to the Corporation
or any of its Subsidiaries.
b. Method of Exercise. An Option may only be exercised by written
notice to the Secretary
of the Corporation, at the office of the Corporation in Topeka, Kansas,
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
or the Committee may (but shall not be required to) 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.
c. Delivery of Certificates. Subject to the other provisions of
the Plan, the Corporation shall
deliver the shares of Common Stock upon exercise of the Option as soon as
reasonably practicable. The
stock certificate(s) evidencing the shares of Common Stock issued pursuant
to the exercise of the Option
shall contain such restrictive legend(s) concerning the obligations of the
Optionee under the federal and state
securities laws and other appropriate matters as the Board of Directors or
the Committee shall determine.
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<PAGE>
d. No Rights as Stockholder until Option Exercised. An
Optionee shall not have any rights
of a stockholder with respect to the shares of Common Stock covered by an
Option until, and to the extent, that the
Option shall have been duly exercised.
9. Restrictions on Transferability of Options.
a. By Corporation or Entity. Options granted to an Optionee that
is not a natural person shall
not be transferrable, and may be exercised only by such Optionee, or by
such Optionee's successor by
merger, consolidation, reorganization, or liquidation, if the Board of
Directors or the Committee determines,
in its sole discretion, to permit the transfer of such Option in
connection with such merger, consolidation,
reorganization, or liquidation by causing the Corporation and such
Optionee's successor to execute a new
Agent Stock Option Agreement, but in no event may any Option be exercised
after the expiration of the
term of the Option as set forth in Section 7 above.
b. By Natural Person. Options granted to a natural person shall
not be transferrable other
than by will or the laws of descent and distribution, and may be exercised
only by such individual, or after
the Optionee's death, by such Optionee's executor, administrator, personal
representative, or other person
who has acquired the right to exercise the Option by bequest or
inheritance, but in no event may any Option
be exercised after the expiration of the term of the Option as set forth
in Section 7 above.
c. Other Restrictions. Except as otherwise permitted in this
Section 9, no Option or interest
therein may be transferred, assigned, pledged, or hypothecated by the
Optionee, by operation of law or
otherwise, and any attempt to do so shall be void. No Option or interest
therein shall be made subject to
levy, execution, attachment, or similar process, and any attempt to levy,
execute, attach, or otherwise
transfer the Option or any interest therein or to place a lien upon the
same shall be void.
10. Termination of Options. Upon the first of the following dates, each
Option shall terminate, the
Option shall immediately become void, and the Optionee shall not be entitled
to exercise the Option:
a. If the Optionee voluntarily terminates his, her, or its Agent/MO
Contract within twelve
months of the date of grant of the Option, the date of the Optionee's
termination of the Agent/MO Contract;
b. If the Optionee voluntarily terminates his, her, or its Agent/MO
Contract more than twelve
months after the date of grant of the Option, the date 90 days after the
date the Agent/MO Contract is
terminated;
c. If the Optionee is an individual, and such Optionee's Agent/MO
Contract is terminated
because of the Optionee's permanent and total disability, the date twelve
months following the date of
termination of the Agent/MO 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 for any
calendar year, the next March 31 following the end of such calendar year;
f. If the Optionee's Agent/MO Contract is terminated by reason of
the Optionee's dishonesty,
fraud, embezzlement, or any other malicious act substantially detrimental
to the Corporation or one of its
Subsidiaries, the date of the termination of the Agent/MO Contract, and
the Option shall immediately
become void and the Optionee shall not be entitled to exercise the Option;
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<PAGE>
g. If the Optionee's Agent/MO Contract is terminated by the
Corporation or one of its
Subsidiaries for any reason except as expressly provided in subsections c,
d, or f above, the date 90 days
after the date of termination of the Agent/MO Contract; and
h. The date of the expiration of the term of the Option as set
forth in Section 7 of the Plan.
11. Adjustments upon Changes in Capitalization. Notwithstanding any
other provisions of the Plan,
in the event of any change in the outstanding Common Stock of the Corporation
by reason of a stock dividend, stock
split, merger, consolidation, split-up, combination or exchange of shares,
reorganization, liquidation, or the like, 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.
12. Adjustments when Corporation is Surviving Corporation in Merger.
Subject to any required
approval by the stockholders of the Corporation, if the Corporation shall be
the surviving or resulting corporation
in any merger or consolidation, each then outstanding Option granted hereunder
shall pertain to and apply to the
same number and type of shares of stock which a holder of the same number of
shares of Common Stock subject
to such Option was entitled to receive by reason of such merger or
consolidation.
13. Effective Date of the Plan. The Plan shall be effective from the
date of its adoption by the Board
of Directors, and Options may be granted immediately after such adoption, but
no Option may be exercised under
the Plan unless and until the Plan has been approved by the stockholders of
the Corporation at a meeting held within
12 months after the date of such adoption. The Plan shall terminate if it is
not approved by the stockholders of the
Corporation within 12 months from the date of its adoption by the Board of
Directors.
14. Notices. All notices or other communications by an Eligible
Participant to the Corporation under
or in connection with the Plan shall be deemed to have been given when
received by the Corporation or when
received in the form specified by the Corporation at the location, or by the
person, designated by the Corporation
for the receipt thereof.
15. Governing Law. This Plan and each Agent Stock Option Agreement
entered into under the Plan
shall be construed in accordance with and shall be governed by the laws of the
State of Kansas.
16. Government and Other Regulations. The obligations of the Corporation
to sell and deliver shares
of Common Stock shall be subject to all applicable laws, rules, and
regulations and such approvals by any
governmental agencies, national securities exchanges, and interdealer
securities quotation systems, as may be
required, including, without limitation, the effectiveness of a registration
statement on Form S-2, Form S-3, or other
applicable form, under the Securities Act of 1933, as amended, the receipt of
all state securities laws permits or
authorizations or confirmation of the availability of exemption from state
securities laws registration requirements,
and the acceptance of a supplemental listing application by a national
securities exchange or filing of a notification
of listing of additional shares with an interdealer quotation system, all as
deemed necessary or appropriate by counsel
for the Corporation. An Option may not be exercised if its exercise would
violate any applicable state securities law,
any federal securities law, any rule of a securities exchange or interdealer
securities quotation system on which the
Common Stock of the Corporation is traded or listed, any law of the State of
Kansas, or any other federal law.
17. Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board of Directors nor the
submission of the Plan for approval of the stockholders of the Corporation
shall be construed as creating any
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<PAGE>
limitations on the power of the Board of Directors to adopt such other
incentive arrangements as it may deem
desirable, including without limitation, the granting of stock options
otherwise than under the Plan.
18. Termination and Amendments 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 Corporation.
Any termination, suspension, alteration,
or amendment of the Plan effective pursuant to this Section 18 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 Corporation, increase
the total number of shares of Common
Stock which may be purchased under the Plan (except as provided in Section 11
and Section 12 hereof). 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.
19. Definitions. The following terms as used in this Plan and in the
Agent Stock Option Agreement
shall have the following meanings unless the context otherwise requires:
"Agent/MO Contract" means a contract between an agent and the
Corporation or a Subsidiary of
the Corporation providing for the sale of the Corporation's Products by
the agent, or a contract between a
marketing organization and the Corporation or a Subsidiary of the
Corporation providing for the marketing
organization's recruitment of agents to sell the Corporation's Products.
"Agent Stock Option Agreement" means an Agent Stock Option Agreement
in substantially the
form attached to the Plan as Exhibit "A".
"Board of Directors" means the Board of the Directors of the
Corporation.
"Common Stock" means the common stock, no par value, of the
Corporation.
"Committee" means the committee appointed by the Board of Directors
pursuant to Section 3.b of
the Plan.
"Corporation" means AmVestors Financial Corporation, a Kansas
corporation.
"Corporation's Products" shall have the meaning set forth in Section
1 of the Plan.
"Eligible Participants" shall have the meaning set forth in Section 1
of the Plan, and "Eligible
Participant" refers to any one of them.
"Fair Market Value of the Common Stock" means:
(a) If the Common Stock is traded on a national securities
exchange, the closing price per share
of such stock on the date in question, or if there is no trading of
such stock on such date, the
closing price per share of such stock on the next preceding date on
which such stock was traded;
(b) If the Common Stock is reported on the NASDAQ National Market
System, the closing price
per share of such stock on the date in question, or if there is no
trading of such stock on such date,
the closing price per share of such stock on the next
preceding date on which such stock was
traded;
(c) If the Common Stock is reported on any other NASDAQ automated
reporting system, the
mean between the closing bid and asked prices per share of such stock
on the date in question,
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<PAGE>
or
if there is no trading of such stock on such date, the mean between
the closing bid and asked
prices per share of such stock on the next preceding date on which
such stock was traded; or
(d) If the Common Stock is not traded on a national securities
exchange or reported on the
NASDAQ National Marketing System or any other NASDAQ automated
reporting system, the
price per share determined by the Board of Directors. In such case,
the Board of Directors shall
make a good faith attempt to value the Common Stock and the
determination of the Fair Market
Value of the Common Stock by the Board of Directors shall be final,
binding, and conclusive.
"Options" means options granted to Eligible Participants under the
Plan, and "Option" refers to any
one of them.
"Optionee" means an Eligible Participant that has been granted an
Option under the Plan.
"Plan" means this AmVestors Financial Corporation 1995 Agents Stock
Option Plan and all
amendments thereto.
"Subsidiary" means a corporation more than the 50% of the voting
stock of which shall at the time
be owned directly or indirectly by the Corporation.
"Yearly Premium Requirement" means the dollar amount of premiums to
be submitted by the
Optionee for the issuance of the Corporation's Products for a particular
calendar year as set forth in each
Optionee's Agent Stock Option Agreement.
This AmVestors Financial Corporation 1995 Agents Stock Option Plan
was approved and
adopted by the Board of Directors of AmVestors Financial Corporation
at its regular
meeting on March 30, 1995, and was approved and such adoption
ratified by the
stockholders of such Corporation at the annual meeting thereof on the
18th day of May,
1995.
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<PAGE>
AGENT STOCK OPTION AGREEMENT
AMVESTORS FINANCIAL CORPORATION
1995 AGENTS STOCK OPTION PLAN
Date: Optionee:
Number of Shares of
Common Stock Subject to Option: Option Price:
Under and subject to the terms, conditions, and limitations of the
AmVestors Financial Corporation 1995
Agents Stock Option Plan (the "Plan"), _______________________________________
("Optionee") is hereby
granted an option (the "Option") to purchase all or any part of an aggregate
of __________ shares of common stock,
no par value, ("Common Stock") of AmVestors Financial Corporation (the
"Corporation"), at an option price of
$_____________ per share. This Option shall expire ten years from the date of
this Agreement, unless sooner
terminated under the terms of the Plan. All capitalized terms used in this
Agreement shall have the same meanings
as in the Plan.
The Optionee's Yearly Premium Requirement for the following calendar years
are as follows:
<TABLE>
<CAPTION>
<C> <C> <C> <C>
Optionee's Yearly Optionee's Yearly
Calendar Year Premium Requirement Calendar Year Premium Requirement
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
</TABLE>
This Agreement is governed by the terms of the Plan and the Plan is
incorporated herein by reference. Any
inconsistencies between this Agreement and the Plan document shall be governed
by the Plan document.
By signing this Agreement and accepting the Option which is being granted,
Optionee certifies that:
(1) Optionee will abide by all terms of the Plan and agrees that the
Option will be governed solely
by the express terms of the Plan, as supplemented by this Agreement; and
(2) Optionee has received a copy of the most recent annual report to
stockholders of the
Corporation and all quarterly reports to stockholders issued since the
most recent annual report to
stockholders.
(3) Optionee will not exercise the Option until Optionee has
received a Prospectus for the shares
of Common Stock.
(4) Any Common Stock purchased pursuant to the Option will be
purchased for investment
purposes only and not with a view to the sale or public distribution
thereof.
Date: ___________________ ____________________________________________
Optionee
AMVESTORS FINANCIAL CORPORATION
By_________________________________________
Its_______________________________________
EXHIBIT "A"
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<PAGE>
PART II
AMVESTORS FINANCIAL CORPORATION
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
SEC registration fee. . . . . . .$ 2,220.00
Legal fees and expenses . . . . .$ 11,000.00
Accounting fees and expenses. . .$ 5,000
Printing expenses . . . . . . . .$ 745.00
TOTAL . . . . . . . . . . . . . .$ 18,965.00
_________________________
*All amounts except the SEC Registration
Fee are estimates.
Item 15. Indemnification of Directors and Officers
Section 17-6305 of the General Corporation Code of the State of Kansas
permits a corporation, subject to
the standards set forth therein, to indemnify any person in connection with
any threatened, pending, or completed
action, suit, or proceeding by reason of the fact that such person is or was a
director, officer, employee, or agent of
the corporation. The Company's bylaws provide for indemnification of officers
and directors to the extent permitted
by Section 17-6305.
Pursuant to a policy of directors' and officers' liability insurance, the
Company's directors and officers are
insured, subject to certain limits, exceptions, and other terms and conditions
of such policy, against loss arising from
certain claims made against them by reason of their serving as directors and
officers of the Company.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
4.1 AmVestors Financial Corporation 1995 Agents Stock Option Plan
(included in the Prospectus as
Annex I).
4.2 Form of Agent Stock Option Agreement (included in the Prospectus as
Exhibit "A" to Annex I).
5.1 Opinion of Foulston & Siefkin L.L.P. as to the securities being
registered.
8.1 Tax opinion of Foulston & Siefkin L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Foulston & Siefkin L.L.P. (included in Exhibit 5.1 and
Exhibit 8.1).
24.1 Power of Attorney (included on signature page of the Registration
Statement).
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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) 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 previously
disclosed in the registration statement or any material
change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by
the registrant pursuant to
section 13 or Section 15(d) of the Securities Exchange Act of 1934
that 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.
(b) The undersigned registrant hereby undertakes that, for purposes
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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or
otherwise, the registrant 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 for indemnification against such
liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or
controlling person in connection with the securities being
registered, the registrant 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 whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Topeka, State of
Kansas, on March 28, 1996.
AMVESTORS FINANCIAL CORPORATION
By /s/ Ralph W. Laster, Jr
Ralph W. Laster, Jr.
Chairman of the Board, Chief Executive Officer,
and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of AmVestors Financial
Corporation hereby severally and
individually constitute and appoint Ralph W. Laster, Jr. and Mark V. Heitz,
and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place, and stead of
each of us (individually and in any
capacity stated below) any and all amendments to this registration statement
on Form S-3 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission,
each of said attorneys and agents to have the power to act with or without the
others and to have full power and
authority to do and to perform in the name and on behalf of each of the
undersigned every act whatsoever necessary
or advisable to be done in the premises as fully and to all intents and
purposes as any of the undersigned might or
could do in person, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys
and agents and each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Ralph W. Laster, Jr. Chairman of the Board, Chief March 28, 1996
Ralph W. Laster, Jr. Executive Officer, Chief
Financial Officer and Director
(Principal Executive Officer,
Principal Accounting Officer, and
Principal Financial Officer)
/s/ Mark V. Heitz President, General Counsel, March 28, 1996
Mark V. Heitz and Director
/s/ Janis L. Andersen Director March 28, 1996
Janis L. Andersen
II-3
<PAGE>
/s/ Robert G. Billings Director March 28, 1996
Robert G. Billings
/s/ Jack H. Brier Director March 28, 1996
Jack H. Brier
/s/ R. Rex Lee, M.D. Director March 28, 1996
R. Rex Lee, M.D.
/s/ Robert R. Lee Director March 28, 1996
Robert R. Lee
/s/ Robert T. McElroy, M.D. Director March 28, 1996
Robert T. McElroy, M.D.
/s/ James V. O'Donnell Director March 28, 1996
James V. O'Donnell
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
4.1 AmVestors Financial Corporation 1995 Agents Stock Option
Plan (included in the Prospectus as Annex I).
4.2 Form of Agent Stock Option Agreement (included in the
Prospectus as Exhibit "A" to Annex I).
5.1 Opinion of Foulston & Siefkin L.L.P. as to the securities
being registered.
8.1 Tax opinion of Foulston & Siefkin L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Foulston & Siefkin L.L.P. (included in Exhibit 5.1
and Exhibit 8.1).
24.1 Power of Attorney (included on signature page of the
Registration Statement).
FOULSTON & SIEFKIN L.L.P.
700 Fourth Financial Center
Wichita, Kansas 67202
(316)267-6371
March 29, 1996
AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603
Re: Registration Statement on Form S-3
AmVestors Financial Corporation 1995 Agents Stock Option Plan
Dear Sirs:
We have acted as special counsel to AmVestors Financial Corporation, a
Kansas corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a
registration statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the registration under
the Securities Act of 1933, as amended, of 500,000 shares of the Company's
common stock, no par value (the
"Shares"), which may be offered pursuant to the Company's 1995 Agents Stock
Option Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates, and
other instruments as we have deemed
necessary or appropriate for purposes of this opinion, with respect to:
1. The organization of the Company; and
2. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the adoption
of the Plan.
Based upon such examination, we are of the opinion that:
(a) The Company is a corporation, validly existing and in good standing
under the laws of the State
of Kansas;
Exhibit 5.1
<PAGE>
(b) The Company has taken all necessary and required corporate action in
connection with the creation
of the Plan; and
(c) When the Registration Statement shall have been filed with the
Securities and Exchange
Commission, the Shares will, when issued pursuant to and as described in the
Registration Statement and the Plan
and upon receipt by the Company of the consideration for such shares as
described in the Registration Statement
and the Plan, be duly authorized, validly issued, fully paid, and
nonassessable.
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus which constitutes
a part thereof, as the attorneys who will pass upon legal matters in
connection with the sale of the Shares covered
by the Registration Statement, and (ii) to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
FOULSTON & SIEFKIN L.L.P.
FOULSTON & SIEFKIN L.L.P.
700 Fourth Financial Center
Wichita, Kansas 67202
(316)267-6371
March 29, 1996
AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603
Re: Registration Statement on Form S-3
AmVestors Financial Corporation 1995 Agents Stock Option Plan
Dear Sirs:
We have acted as special counsel to AmVestors Financial Corporation, a
Kansas corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a
registration statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the registration under
the Securities Act of 1933, as amended, of 500,000 shares of the Company's
common stock, no par value (the
"Shares"), which may be offered pursuant to the Company's 1995 Agents Stock
Option Plan.
Based upon such examination, and upon consideration of applicable federal
income tax laws, and subject
to the additional qualifications, assumptions, and limitations hereinafter set
forth, we are of the opinion that the
description in the Registration Statement under the caption "DESCRIPTION OF
THE PLAN--Federal Income Tax
Consequences of Plan Participation" to the extent it involves matters of law,
is correct in all material respects.
The opinion expressed above is subject to the following additional
qualifications, assumptions, and
limitations:
(a) The opinion expressed herein is as of the date hereof and we assume
no obligation to update or
supplement such opinion to reflect any facts or circumstances which may
hereafter come to our attention or changes
in law which may hereafter occur or become effective.
Exhibit 8.1
<PAGE>
(b) The opinion expressed herein is furnished to you solely for use in
connection with the Registration
Statement.
We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference
to us under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
FOULSTON & SIEFKIN L.L.P.
INDEPENDENT AUDITORS CONSENT
We consent to the use in this Registration Statement of AmVestors Financial
Corporation on Form S-3 of our report
dated February 29, 1996, appearing in the Annual Report on Form 10-K of
AmVestors Financial Corporation for
the year ended December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which
is part of this Registration Statement.
Deloitte & Touche LLP
Kansas City, Missouri
April 2, 1996
