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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 1996
AMVESTORS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Kansas 0-15530 48-1021516
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
415 Southwest Eighth Avenue
Topeka, Kansas 66603
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (913) 295-4400
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Item 2. Acquisition and Disposition of Assets.
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On April 8, 1996, AmVestors Financial Corporation, a Kansas corporation
("AmVestors") acquired Financial Benefit Group, Inc., a Delaware corporation
("FBG") in accordance with an Agreement and Plan of Merger, dated September 8,
1995, by and among AmVestors, FBG and AmVestors Acquisition Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of AmVestors ("Acquisition
Subsidiary"). In accordance with the Merger Agreement, FBG merged with and
into Acquisition Subsidiary in a transaction which resulted in the survival of
Acquisition Subsidiary as a wholly owned subsidiary of AmVestors (the
"Merger"). Pursuant to the Merger Agreement, each share of FBG Class A common
stock will be exchanged for (i) 0.3822 shares of AmVestors' common stock, no
par value per share ("Common Stock"), (ii) $0.35 of cash and (iii) 0.0932 of
AmVestors Class A Warrants each exercisable until April 2, 2002 for an exercise
price of $16.42 per share of Common Stock ("Warrants"). As a result, AmVestors
will issue 2,722,726 new shares of Common Stock and Warrants to purchase an
additional 663,890 shares of Common Stock.
A copy of the press release issued by AmVestors announcing the completion
of the Merger is filed herewith as Exhibit 1 and incorporated herein by
reference. A copy of the Proxy Statement (as hereinafter defined) is filed
herewith as Exhibit 2 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
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The financial statements of the business acquired, FBG, required by
this item are contained at pages F-45 through F-74 of the Proxy
Statement which pages are filed herewith at Exhibit 2 and incorporated
herein by reference.
(b) Pro Forma Financial Information.
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The pro forma financial information required by this item is contained
under the heading "PROFORMA COMBINED FINANCIAL INFORMATION" in the
Proxy Statement which information is filed herewith at Exhibit 2 and
incorporated herein by reference.
(c) Exhibits.
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1. Press release, dated April 9, 1996, issued by AmVestors Financial
Corporation.
2. AmVestors Proxy Statement, dated March 1, 1996 and previously
filed with the Commission is hereby incorporated herein by
reference (the "Proxy Statement").
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 22, 1996
AMVESTORS FINANCIAL CORPORATION
By: /s/ Ralph W. Laster, Jr.
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Ralph W. Laster
Chief Executive Officer
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AMVESTORS FINANCIAL
CORPORATION
FOR IMMEDIATE RELEASE
For: AmVestors Financial Corporation Contact: Ralph W. Laster Jr.
415 SW Eighth Avenue (913) 295-4406
Topeka, KS 66603
AMVESTORS FINANCIAL CORPORATION REPORTS RESULTS
OF SPECIAL MEETING OF THE STOCKHOLDERS
TO ACQUIRE FINANCIAL BENEFIT GROUP, INC.
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TOPEKA, KS, April 9, 1996 - AmVestors Financial Corporation (NYSE:AMV)
announced the completion of the acquisition of Financial Benefit Group, Inc.
The stockholders of AmVestors Financial Corporation (AMV) and Financial Benefit
Group, Inc. (FBG) approved the acquisition at their respective meetings held
on April 8, 1996. Simultaneous with the acquisition, FBG was merged into
AmVestors Acquisition Corporation, a wholly-owned subsidiary of AMV.
Each share of FBG Class A common stock will be exchanged for 0.3822 shares of
AMV common stock, $0.35 of cash and .0932 of an AMV warrant. As a result, AMV
will issue 2,722,726 new shares of common stock and warrants to purchase an
additional 663,890 shares of its common stock. AMV now has 12,877,721 shares
of common stock issued and outstanding.
Total assets of AMV now exceed $3.2 billion and stockholders' equity is in
excess of $175 million.
The board of directors of AMV met after the stockholders' meeting and appointed
Messrs. Frank T. Crohn, John F.X. Mannion and Jack R. Manning to its board of
directors. Al three were previously directors of FBG.
AMV also announced that its board of directors passed a resolution requiring
all officers to achieve minimum stock ownership targets. These targets were
set at three times base salary for Mr. Laster, Chairman and Chief Executive
Officer; two times base salary for Mr. Heitz, President and General Counsel;
and one times base salary for executive and senior vice presidents (currently
four persons). Up and until these ownership targets are obtained, one-half of
any incentive bonus compensation will be paid in company stock.
The board of directors of AmVestors Acquisition Subsidiary also met following
the stockholders' meeting and elected Messrs. Ralph W. Laster, Jr., Mark V.
Heitz, Thomas M. Fogt, Frank T. Crohn and Ms. Donna Rubertone as the directors
of Financial Benefit Life Insurance Company, Inc., The Insurancemart, Inc.,
Annuity International Marketing Corporation (AIMCOR) and Rainbow Card Pack.
Mr. Laster will serve as Chief Executive Officer of the four new subsidiaries.
Mr. Ralph W. Laster, Jr., Chairman and Chief Executive Officer of AMV,
commented that "we were very pleased with the strong support of our
stockholders for this acquisition, and we welcome our new stockholders."
415 SW Eighth Avenue, P.O. Box 2039, Topeka, KS 66601-2039
Phone: (913) 232-6945
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AMV markets individual annuities and life insurance policies nationwide to the
savings and retirement market through its wholly-owned subsidiaries, American
Investors Life Insurance Company, AIMCOR and The Insurancemart, Inc., in 47
states, the District of Columbia and the U.S. Virgin Islands.
AMV's common stock trades on the New York Stock Exchange under the Symbol AMV.
AMV's warrants will trade on the NASDAQ Small Cap Market System under the
Symbol AMVW.
