SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. _____________)
AMVESTORS FINANCIAL CORPORATION
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
032343 30 3
(CUSIP NUMBER)
Mr. Mark V. Heitz
AmVestors Financial Corporation
555 South Kansas Avenue,
Topeka, Kansas 66603
(785) 232-6945
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 1997
(Date of Event which Requires Filing of this Statement)
==========================================
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box [ ].
(Continued on following pages)
CUSIP NO. 032343 30 3 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AmerUs Group Co.
42-1459713
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*
[ ] (a)
[ ] (b)
3 SEC USE ONLY
4 SOURCES OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa
7 SOLE VOTING POWER 992,067
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 992,067
PERSON WITH
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,067
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14 TYPE OF REPORTING PERSON* CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 032343 30 3 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Mutual Holding Company
42-1458424
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*
[ ] (a)
[ ] (b)
3 SEC USE ONLY
4 SOURCES OF FUNDS*
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa
7 SOLE VOTING POWER -0-
NUMBER OF
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,067
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14 TYPE OF REPORTING PERSON* HC, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value
(the "Issuer Common Stock"), of AmVestors Financial Corporation, a Kansas
corporation ("Issuer"). The address of the principal executive offices of
the Issuer is 555 South Kansas Avenue, Topeka, Kansas.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of American Mutual
Holding Company, an Iowa mutual insurance holding company ("AMHC"), and
AmerUs Group Co., an Iowa corporation and a wholly owned subsidiary of
AMHC ("AmerUs Group"). The address of the principal business and offices
of each of AmerUs Group and AMHC is 418 Sixth Avenue, Des Moines, Iowa.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
AmerUs Group acquired the Shares (as defined below) for an
aggregate of approximately $21.6 million (excluding any Additional Amount
(as described in Item 6)) using funds from working capital, which include
amounts drawn from time to time under AmerUs Group's working capital line
of credit.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j)The purpose of the acquisition of the Shares was to
limit the dilution of AmerUs Group's interest in AmerUs Life Holdings,
Inc. ("AmerUs") upon consummation of the Merger (as defined below).
AmerUs Group currently holds a majority of the outstanding shares of
common stock, no par value ("AmerUs Common Stock"), of AmerUs. On
September 19, 1997, AmerUs, a wholly owned subsidiary of AmerUs ("Merger
Sub"), and the Issuer entered into an Agreement and Plan of Merger dated
as of September 19, 1997 and as amended and restated as of October 8,
1997 ("Merger Agreement"), providing for a merger (the "Merger") pursuant
to which, and subject to the terms thereof, the Issuer would become a
wholly owned subsidiary of AmerUs (the "Surviving Corporation").
As of the effective time of the Merger, each outstanding
share of Issuer Common Stock, including the Shares but excluding shares
held in the treasury of the Issuer and shares owned by AmerUs or any of its
subsidiaries, will be converted into the right to receive shares of AmerUs
Common Stock. Consummation of the Merger is subject to satisfaction or
waiver by the parties of certain closing conditions, including the receipt
of regulatory approvals, approvals by the stockholders of the Registrant
and the Issuer and other customary closing conditions. AmerUs Group intends
to vote the Lee Shares (as defined below), which are the only Shares
entitled to vote with respect to the Merger, in favor of the Merger.
Immediately following consummation of the Merger, it is
expected that AmerUs Group will own at least a majority of the
outstanding shares of AmerUs Common Stock, comprised of shares of AmerUs
Common Stock which AmerUs Group currently owns and shares of AmerUs
Common Stock which AmerUs Group will receive upon conversion of the
Shares in the Merger. The Issuer Common Stock is currently registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Issuer files reports pursuant
thereto with the Securities and Exchange Commission and the New York
Stock Exchange (the "NYSE"). Following the consummation of the Merger,
the registration of the Issuer Common Stock under the Exchange Act will
be terminated and the Issuer Common Stock will no longer be listed on the
NYSE or otherwise publicly traded.
Under the Merger Agreement, upon consummation of the
Merger, the directors of Merger Sub will become the directors of the
Surviving Corporation. AmerUs has advised AmerUs Group that certain
current directors of Issuer are expected to be appointed to the Issuer's
Board following the Merger. AmerUs has advised AmerUs Group that at such
time certain of the officers of the Issuer will resign, and AmerUs will
cause their replacement. By operation of the Merger, the Articles of
Incorporation of the Issuer will be the articles of incorporation of the
Surviving Corporation. Immediately after the Effective Time, the By-laws
of the Surviving Corporation shall be amended and restated in their
entirety to be in the form of the By-laws of Merger Sub as in effect
immediately prior to the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Issuer Common
Stock beneficially owned by AmerUs Group (directly) and AMHC (indirectly)
is 992,067 (collectively, the "Shares"), representing approximately 5.76%
of the outstanding shares of the Issuer Common Stock, based upon the
number of outstanding shares of the Issuer Common Stock set forth in the
Issuer's Quarterly Report for the period ended September 30, 1997. From
time to time prior to consummation of the Merger, AmerUs Group may
acquire or dispose of shares of Issuer Common Stock, depending on market
conditions and other factors. AmerUs Group previously announced its
intention (depending on, among other things, market conditions and other
factors) to expend up to an aggregate of $35 million (including amounts
expended to acquire the Shares) to partially offset its dilution from the
stock issuance in the Merger, through purchases of shares of Issuer
Common Stock in public or private transactions prior to the closing of
the Merger and/or through purchases of shares of AmerUs Common
Stock in public or private transactions following the shareholders'
meetings being held in connection with the Merger on December 18, 1997.
(b) AmerUs Group has sole power to vote and dispose of all
of the Shares. There are no shares of the Issuer Common Stock with
respect to which AmerUs Group has shared power to vote or direct the
vote, or shared power to dispose or direct the disposition. There are no
shares of the Issuer Common Stock with respect to which AMHC has sole or
shared power to vote or direct the vote, or sole or shared power to
dispose or direct the disposition.
(c) Except as disclosed in Item 6 and on Schedule 1
hereto, there have been no transactions in the AmVestors Common Stock
that were effected during the past sixty days by AmerUs Group. AMHC did
not effect any transactions in Issuer Common Stock in the past sixty
days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4. In addition, on October 20, 1997, R. Rex Lee,
M.D., a director of AmVestors, exercised options resulting in the net
acquisition of 63,675 shares (the "Lee Shares") of AmVestors Common Stock
and on October 22, 1997 sold such shares to AmerUs Group for $20 per
share plus payment, upon consummation of the Merger, of an amount per
share equal to the amount (the "Additional Amount") by which the lesser
of (i) the Merger Consideration (as defined in the Merger Agreement) or
(ii) $20.625, exceeds $20. If the Merger is consummated on December 19,
1997, as currently anticipated, the Additional Amount is expected to be
$0.625 per share. In the event the Merger Agreement is terminated
pursuant to Article IX thereof, AmerUs will pay Dr. Lee a per share
amount equal to the closing price of Issuer Common Stock on the fifth
trading day following the first public announcement of such termination
less $20, up to the Additional Amount.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Agreement of Sale, dated as of October 22, 1997, by
and between R. Rex Lee and AmerUs Group Co.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
December 17, 1997
______________________________
DATE
/s/ Michael E. Sproule
______________________________
SIGNATURE
______________________________
MICHAEL E. SPROULE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
AMERUS GROUP CO.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
December 17, 1997
_____________________________________
DATE
/s/ Michael E. Sproule
_____________________________________
SIGNATURE
_____________________________________
MICHAEL E. SPROULE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
AMERICAN MUTUAL HOLDING COMPANY
Schedule I
MARKET TRANSACTIONS IN ISSUER COMMON STOCK
Set forth in the table below is a summary of all market
transactions in Issuer Common Stock in the last 60 days effected by
AmerUs Group Co. The transactions described below were effected through
open market purchases through the New York Stock Exchange. The table
shows the total number of shares of Issuer Common Stock acquired on each
date listed in one or more transactions and the weighted average price
paid for such shares.
STOCK PURCHASES
Number of
Shares Purchased Average Price Paid
Nov. 17 67,700 $21.19
Nov. 18 103,000 $21.86
Nov. 19 9,000 $21.73
Nov. 20 3,800 $21.83
Nov. 21 5,000 $21.88
Nov. 24 87,500 $22.00
Nov. 25 200,000 $21.94
Nov. 26 24,500 $21.88
Nov. 28 3,700 $21.75
Dec. 1 24,500 $21.38
Dec. 2 2,000 $21.44
Dec. 3 51,500 $21.68
Dec. 4 5,000 $21.84
Dec. 5 192,189 $22.00
Dec. 8 141,485 $22.00
Dec. 9 7,518 $22.00
---------
TOTAL 992,067
(including Lee
Shares)
EXHIBIT INDEX
(1) Agreement of Sale, dated as of October 22, 1997, by
and between R. Rex Lee and AmerUs Group Co.
EXHIBIT 1
AGREEMENT OF SALE
THIS AGREEMENT OF SALE is made and entered into this 22 day of
October, 1997, by and between R. Rex Lee, M.D. ("Seller") and AmerUs Group
Co., an Iowa corporation ("Buyer").
WITNESSETH
WHEREAS, Seller desires to sell and Buyer desires to purchase all
of Seller's rights, title and interest in 63,675 shares of common stock,
no par value ("Common Stock") of AmVestors Financial Corporation, a
Kansas corporation ("AmVestors") held by Seller (individually a "Share,"
collectively the "Shares").
NOW, THEREFORE, in consideration of the above premises, the
mutual covenants and agreements stated herein, the Purchase Price (as
defined below) paid by Buyer to Seller, and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. SALE OF SHARESSeller does hereby irrevocably sell, assign,
transfer and deliver unto Buyer, its successors and assigns, all of
Seller's right, title, and interest in and to the Shares.
2. PURCHASE PRICE. Buyer hereby agrees to pay to Seller this day,
in immediately available funds, an amount equal to $20 per Share
($1,273,500.00 in the aggregate for all the Shares). In addition:
(a) Upon timely consummation of the merger pursuant to
that certain Amended and Restated Agreement and Plan
of Merger dated as of September 19, 1997, amended and
restated on October 8, 1997 (the "Merger Agreement"),
by and among AmVestors, AmerUs Life Holdings, Inc.,
an Iowa corporation ("AmerUs") and AFC Corp., a
Kansas corporation and wholly owned subsidiary of
AmerUs, Buyer agrees to pay Seller additional
consideration equal to the positive amount, if any,
of (i) the product of (x) the Merger Consideration
(as defined in the Merger Agreement) multiplied by
the Average Parent Share Price (as defined in the
Merger Agreement) multiplied by (y) 63,675; minus
(ii) $1,273,500; provided, however, that any such
payment shall be subject to a maximum of $0.625
multiplied by 63,675 (the "Maximum Amount").
(b) In the event the Merger Agreement is terminated
pursuant to Article IX of the Merger Agreement, Buyer
agrees to pay Seller an amount equal to the positive
amount, if any, of (i) the product of (x) 63,675
multiplied by (y) the closing price per share of
AmVestors Common Stock as reported on the New York
Stock Exchange on the fifth trading day following the
date of the first public announcement by Buyer of the
termination; minus (ii) $1,273,500; provided,
however, that any such payment shall be subject to a
maximum of $0.625 multiplied by 63,675 (the "Maximum
Amount").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller
does hereby represent, warrant and covenant to Buyer as follows:
(a) Seller is the lawful owner of the Shares and has and
is hereby transferring to Buyer good and marketable title to the Shares,
free and clear of any and all encumbrances, liens, security interests,
pledges, and charges of any kind whatsoever.
(b) Seller has the power to enter into this Agreement of
Sale and to sell, assign and transfer all of his right, title and
interest in the Shares.
(c) Seller covenants and agrees that in the event the
Shares cannot be transferred or assigned without the consent of or notice
to a third party, such third party consent has previously been obtained,
or notice has been previously given (as the case may be), by Seller.
(d) Neither the execution and delivery of this Agreement
of Sale nor compliance with the terms hereof by Seller will breach any
governmental law, statute or regulation, or conflict with or result in
the breach of any of the terms, conditions, or provisions of any
agreement or instrument to which the Seller is a party or by which it is
or may be bound or result in the creation or imposition of any
encumbrance, lien, security interest, pledge or charge.
(e) This Agreement of Sale is enforceable against Seller
in accordance with its terms.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. Buyer does
hereby represent and warrant to Seller as follows:
(a) Neither the execution and delivery of this Agreement
of Sale nor compliance with the terms hereof by the Buyer will violate
the articles of incorporation or bylaws of Buyer, will breach any
governmental statute or regulation, or conflict with or result in the
breach of any of the terms, conditions or provisions of any agreement or
instrument to which Buyer is a party or by which it is or may be bound or
result in the creation or imposition of any encumbrance, lien, security
interest, pledge or charge.
(b) Buyer has the corporate power and authority to enter
into this Agreement of Sale and this Agreement of Sale is enforceable
against Buyer in accordance with its terms.
(c) Buyer covenants and agrees that in the event the
Shares cannot be purchased without the consent of or notice to a third
party, such third party consent has previously been obtained, or notice
has been previously given (as the case may be), by Buyer.
(d) Buyer is acquiring the Shares for its own account for
investment purposes, and not with a view to distribution thereof within
the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
(e) Buyer is an "Accredited Investor" as defined in the
Securities Act.
5. GENERAL.
(a) This Agreement of Sale cancels and supersedes all
previous agreements relating to the subject matter of this Agreement of
Sale, written or oral, between the parties hereto and contains the entire
understanding of the parties hereto and shall not be amended, modified or
supplemented in any manner whatsoever except in a writing signed by each
of the parties hereto.
(b) This Agreement of Sale shall be binding upon, and
inure to the benefit of, and be enforceable by, the parties hereto and
their respective successors and permitted assigns.
(c) This Agreement of Sale may be executed in any number
or counterparts, each of which shall be deemed to be an original and all
of which shall constitute one agreement which is binding upon all the
parties hereto, notwithstanding that all parties are not signatories to
the same counterpart.
(d) This Agreement of Sale and all rights and obligations
of the parties hereunder shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Kansas
applicable to agreements made and to be performed entirely within such
State, including all matters of enforcement, validity and performance.
(e) Both parties acknowledge and agree that Seller may be
deemed an "Affiliate" of AmVestors under federal and state securities
laws, that therefore the Shares may be deemed restricted under Rule 144
of the Securities Act and that the certificates for such Shares may bear
an appropriate restrictive legend.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement of Sale to be executed as of the date and year first set forth
above.
R. Rex Lee, M.D.
___________________________
/s/ R. Rex Lee
AmerUs Group Co.
____________________________
By: /s/ Joseph Haggerty
Name: Joseph Haggerty
______________________________
Title: General Counsel
_____________________________
