Registration No. 333-02211
As filed with the Securities and Exchange Commission on July 31, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
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
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 August 1,
1996, the last reported sale price of the Common
Stock on the New York Stock Exchange was $______ 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 August 2, 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;
(b) The description of the Common
Stock contained in the Company's registration
statement on Form 8-A dated September 23, 1987;
(c) The Company s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996;
(d) The Company s Current Report on
Form 8-K dated April 8, 1996; and
(e) The Company's Current Report of Form
8-K dated July 25, 1996.
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).
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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
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the Committee shall not have the power to
terminate, suspend, alter, or amend the Plan. 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 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.
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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 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;
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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
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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.
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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
A-1
<PAGE>
TABLE OF CONTENTS
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
A-2<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.
A-3<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.
A-4 <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;
A-5<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
A-6<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,
- -A-7<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.
A-8<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:
Optionee's Yearly Optionee's Yearly
Calendar Year Premium Requirement Calendar Year Premium Requirement
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
__________ $________________ __________ $________________
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"
A-9<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 $ 5,000.00
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 have all been
previously filed with the Securities and Exchange
Commission and are 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.
II-2<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 Amendment No. 1 to Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City
of Topeka, State of Kansas, on July 29, 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
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 July 29, 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, July 29, 1996
Mark V. Heitz and Director
/s/ Janis L. Andersen* Director July 29, 1996
Janis L. Andersen
/s/ Robert G. Billings* Director July 29, 1996
Robert G. Billings
/s/ Jack H. Brier* Director July 29, 1996
Jack H. Brier
/s/ R. Rex Lee, M.D.* Director July 29, 1996
R. Rex Lee, M.D.
II-3<PAGE>
/s/ Robert R. Lee* Director July 29, 1996
Robert R. Lee
/s/ Robert T. McElroy, M.D.* Director July 29, 1996
Robert T. McElroy, M.D.
/s/ James V. O Donnell* Director July 29, 1996
James V. O'Donnell
</TABLE>
* By /s/ Ralph W. Laster, Jr.
Ralph W. Laster, Jr., Attorney-in-fact
II-4
