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)
AMERUS LIFE HOLDINGS, INC.
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
030732
(CUSIP NUMBER)
JOSEPH K. HAGGERTY, ESQ.
GENERAL COUNSEL
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309
(515) 362-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 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)
(Page 1 of __ Pages)
CUSIP NO. 030732 13D PAGE 2 OF 13 PAGES
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*
OO (shares acquired prior to initial public offering of AmerUs
Life Holdings, Inc. and upon conversion of shares pursuant
to a merger)
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 12,380,300
NUMBER OF
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 12,380,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,380,300
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 41.64%
14 TYPE OF REPORTING PERSON* CO
- -------- --------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 030732 13D PAGE 3 OF 13 PAGES
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
12,380,300
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.64%
14 TYPE OF REPORTING PERSON* HC, CO
- -------- --------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, no par
value (the "AmerUs Class A Common Stock"), of AmerUs Life Holdings, Inc.,
an Iowa corporation ("Issuer" or "AmerUs"). The address of the principal
executive offices of the Issuer is 699 Walnut Street, Des Moines, Iowa.
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 699 Walnut Street, Des Moines, Iowa.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In 1995, the Board of Directors of AmerUs' predecessor
adopted the plan of reorganization (the "AmerUs Reorganization Plan"),
pursuant to which AMHC was formed as a mutual insurance holding company
and AmerUs' predecessor was converted into a stock life insurance company
and its name was changed to AmerUs Life Insurance Company ("AmerUs
Life").
As part of the AmerUs Reorganization Plan, all of the
shares of capital stock of AmerUs Life were issued to AMHC. Subsequently,
AMHC contributed all of its shares of capital stock of AmerUs Life to
AmerUs Group, which contributed such shares to AmerUs, AmerUs Group's
wholly-owned subsidiary. Under this structure, AmerUs is an intermediate
holding company, with AmerUs Group as its direct controlling shareholder,
AMHC as ultimate parent, and AmerUs Life as its wholly-owned subsidiary.
Under Iowa law, AMHC is required to retain direct or indirect ownership
of shares which carry the right to cast a majority of the votes entitled
to be cast by holders of the outstanding capital stock of AmerUs Life.
Prior to the initial public offering of the AmerUs Class A
Common Stock in February 1997, AmerUs Group owned 11,706,511 shares of the
AmerUs Class A Common Stock, and 5,000,000 shares of the Issuer's Class B
Common Stock, no par value (the "AmerUs Class B Common Stock," and together
with the AmerUs Class A Common Stock, the "AmerUs Common Stock"),
representing all of the outstanding shares of common stock of the Issuer.
In addition, AmerUs Group acquired 673,789 shares of AmerUs Class A Common
Stock on December 19, 1997, as a result of the merger (the "Merger") of a
wholly owned subsidiary of AmerUs ("Merger Sub"), with and into AmVestors
Financial Corporation ("AmVestors"), pursuant to which each outstanding
share of AmVestors Common Stock, including shares owned by AmerUs Group,
were converted into the right to receive 0.6724 shares of AmerUs Class A
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j)AmerUs is a direct subsidiary of AmerUs Group,
which in turn is a wholly-owned direct subsidiary of AMHC. AmerUs Life is
a wholly-owned direct subsidiary of AmerUs. As a result of such
ownership, AMHC, AmerUs Group, the other subsidiaries of AmerUs Group and
AmerUs and its subsidiaries, including AmerUs Life, have a variety of
relationships, certain of which are summarized below. Certain of these
relationships involve future commitments and others may be indicative of
relationships which may be entered into from time to time in the future.
As used herein, "AmerUs Affiliated Group" means AMHC and its direct and
indirect subsidiaries now or hereafter existing, other than AmerUs and
its subsidiaries, and "AmerUs Control Group" means, collectively, AMHC
and AmerUs Group.
From time to time, AmerUs Group may acquire or dispose of
shares of AmerUs Common Stock, depending on market conditions and other
factors. Prior to the Merger, AmerUs Group announced its intention
(depending on, among other things, market conditions and other factors)
to expend up to an aggregate of $35 million to partially offset its
dilution from the stock issuance in the Merger, through purchases of
shares of AmVestors Common Stock in public or private transactions prior
to the closing of the Merger and/or through purchases of shares of the
AmerUs Class A Common Stock in public or private transactions following
the shareholders' meetings held in connection with the Merger on December
18, 1997. Prior to the Merger, AmerUs Group expended an aggregate of
approximately $21.9 million to acquire shares of AmVestors Common Stock.
Ownership of Voting Interests of AmerUs
As a result of the reorganization of AmerUs and its
affiliates into a mutual insurance holding company structure, AMHC is
required by Iowa law to own, directly or indirectly through one or more
intermediate holding companies, shares of capital stock of AmerUs Life
which carry the right to cast a majority of the votes entitled to be cast
by all of the outstanding shares of the capital stock at a shareholders'
meeting of AmerUs Life. In compliance with this requirement, all of the
issued and outstanding shares of AmerUs Class B Common Stock are owned by
AmerUs Group, a wholly-owned subsidiary of AMHC. AmerUs Group also owns a
substantial number of shares of AmerUs Class A Common Stock. Additionally,
AmerUs' Charter provides that no shares of its AmerUs Class B Common Stock
may be owned by any person other than AMHC, a subsidiary of AMHC or another
mutual insurance holding company or intermediate holding company as
expressly authorized by Iowa law or by the Iowa Insurance Commissioner. Any
proposed amendments to such provisions of the AmerUs Charter are subject to
approval by the Iowa Insurance Commissioner and the Iowa Attorney General.
AMHC's Policy with Respect to Corporate Opportunities
AmerUs has been advised that AMHC has adopted a general
policy with respect to certain corporate opportunities presented to AMHC.
The implementation of such policy in any situation is expressly subject
to any applicable regulatory, tax, contractual or legal restrictions as
well as issues as to feasibility. Pursuant to such policy, so long as
AMHC directly or indirectly owns at least 50.1% of the voting power of
the outstanding common stock of AmerUs (the "Voting Control Period"),
AMHC intends to first offer to AmerUs any corporate opportunity relating
to the acquisition of any stock life insurance company or any company
(other than a mutual insurance holding company) primarily engaged in
owning a stock life insurance company. During the Voting Control Period,
AMHC also intends to first offer to AmerUs any corporate opportunity
primarily relating to a joint venture, partnership, or similar
affiliation in the life insurance or annuity industry. During the Voting
Control Period, in the event that AMHC merges with a mutual insurance
holding company owning a stock life insurance company or a mutual
insurance company is reorganized pursuant to Chapter 521A of the Iowa
Code into a stock life insurance company subsidiary of AMHC, AMHC
intends, if the other party to the transaction agrees, to offer AmerUs
the corporate opportunity to combine such acquired company with AmerUs or
a subsidiary thereof in exchange for appropriate consideration.
Any combination would be on terms which are approved by a
majority of the independent directors of AMHC and AmerUs and set forth in
a written agreement between the parties. However, neither AMHC nor AmerUs
is obligated to take any action which is not consistent with their
respective fiduciary duties or applicable contractual, regulatory, tax or
legal requirements. Moreover, the results of negotiations with parties
interested in a potential transaction or other factors, such as
feasibility or a desire to maintain the separate identities and assets of
two insurers, may result in AMHC not presenting a potential transaction
to AmerUs or a company acquired by AMHC not being combined with AmerUs or
a subsidiary thereof.
Under AMHC's policy, a corporate opportunity is considered
to be a business opportunity in the life insurance and annuity business
known to AMHC which AmerUs is legally and financially able to undertake, is
of practical advantage to AmerUs and is one in which AmerUs has an interest
or a reasonable expectancy. If AmerUs does not choose to pursue a corporate
opportunity within a reasonable period after such opportunity is first
presented to it, AMHC would not intend to afford AmerUs any further
opportunity with respect to such potential transaction.
AmerUs Intercompany Agreement
AMHC, AmerUs Group and AmerUs have entered into an Amended
and Restated Intercompany Agreement dated as of December 1, 1996 (the
"AmerUs Intercompany Agreement"). The following summary of the AmerUs
Intercompany Agreement does not purport to be complete and is qualified
in its entirety by reference to such agreement.
AMHC Consent to Certain Events. The AmerUs Intercompany
Agreement provides that until the date on which the members of the AmerUs
Control Group cease to control at least 50.1% of the combined voting
power of the outstanding AmerUs Common Stock (the "Trigger Date"), the
prior written consent of AMHC will be required for: (i) any consolidation
or merger of AmerUs or any of its subsidiaries with any person (other
than certain transactions involving wholly owned subsidiaries); (ii) any
sale, lease, exchange or other disposition or any acquisition by AmerUs
or any of its subsidiaries (other than transactions to which AmerUs and
its wholly owned subsidiaries are the only parties), or any series of
related dispositions or acquisitions, involving consideration in excess
of $20 million; (iii) any change in the authorized capital stock of
AmerUs or the creation of any class or series of capital stock of AmerUs,
(iv) any issuance by AmerUs or any subsidiary of AmerUs of any equity
securities or equity derivative securities, except (a) up to three
million shares of AmerUs Class A Common Stock pursuant to employee and
director stock option, profit sharing and other benefit plans of AmerUs
and its subsidiaries, (b) the issuance of Preferred Stock which is not
convertible or exchangeable into AmerUs Class A Common Stock and which
only has voting rights required by law, (c) the issuance of shares of
capital stock of a wholly owned subsidiary of AmerUs and (d) pursuant to
the Transactions (defined as AmerUs's February 1997 initial public
offering and any corporate AmerUs Reorganization or transaction
undertaken in connection with the initial public offering to which AmerUs
or any of its subsidiaries is a party); (v) the dissolution of AmerUs;
(vi) transactions or a series of related transactions with affiliates of
AmerUs (other than members of the AmerUs Affiliated Group) involving
consideration in excess of $10 million, other than (a) the Transactions,
(b) transactions on terms substantially the same as or more favorable to
AmerUs than those that would be available from an unaffiliated third
party and (c) transactions between or among any of AmerUs and its wholly
owned subsidiaries; and (vii) any corporate action by AmerUs which would
cause AmerUs or AmerUs Life to violate the requirements of Section
521A.14 of the Iowa Insurance Code (relating to mutual insurance holding
companies).
Equity Purchase Rights. AmerUs has agreed that, to the
extent permitted by Nasdaq so long as AmerUs is listed on Nasdaq, and so
long as the AmerUs Control Group controls at least 50.1% of the combined
voting power of the outstanding Common Stock of AmerUs, the AmerUs
Control Group may purchase its pro rata share (based on its then current
percentage equity interest in AmerUs) of any voting equity security
issued by AmerUs (excluding any such securities offered in connection
with any merger acquisition, exchange offer, employee and director stock
option or other benefit plans, dividend reinvestment plans and other
offerings other than for cash).
Other. The AmerUs Intercompany Agreement provides that
AmerUs will indemnify each member of the AmerUs Affiliated Group and each
of their respective officers, directors, employees and agents against
losses based on, arising out of or resulting from certain activities of
AmerUs or its subsidiaries and certain other matters. AMHC agreed to
indemnify AmerUs and its subsidiaries and each of their respective
officers, directors, employees and agents against losses based on,
arising out of or resulting from certain specifically identified matters.
AmerUs Group and certain members of the AmerUs Affiliated Group have
granted to AmerUs and certain of its subsidiaries, a non-exclusive,
revocable license to use the AmerUs name and certain trademarks solely in
connection with AmerUs' life insurance business and activities related to
such life insurance business. AmerUs has granted to the AmerUs Control
Group certain demand and "piggyback" registration rights with respect to
shares of AmerUs Common Stock owned by it. AmerUs has agreed that all
distribution arrangements in effect as of September 15, 1996 pursuant to
which members of the AmerUs Affiliated Group distribute insurance
products of AmerUs or its subsidiaries shall continue until the Trigger
Date. Until the Trigger Date, AmerUs has agreed to provide to the AmerUs
Affiliated Group certain management and administrative services.
Additional Relationships
AmerUs and AmerUs Life have entered into a variety of additional
arrangement as decsribed in AmerUs' periodic filings with the Securities
and Exchange Commission, including asset and property management
contracts, various limited partnership and joint venture agreements,
various loan servicing agreements, marketing agreements, financing
arrangements and various arrangements involving the purchase of loans and
securitization thereof. All such relationships were made on terms which
were intended to approximate arms' length transactions. In addition,
AmerUs and AmerUs Life provide certain communications, tax, law
department, accounting department, internal audit, administrative and
data processing services to such other parties to the agreements, as
requested.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the AmerUs Class A
Common Stock beneficially owned by AmerUs Group (directly) and AMHC
(indirectly) is 12,380,300 (collectively, the "Shares"), representing
approximately 41.64 % of the outstanding shares of the AmerUs Class A
Common Stock.
(b) AmerUs Group has sole power to vote and dispose of all
of the Shares. There are no shares of the AmerUs Class A 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 AmerUs Class A 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. AmerUs Group has sole power to vote
and dispose of 5,000,000 shares of AmerUs Class B Common Stock,
representing all outstanding shares of such class.
(c) Except as disclosed in Item 3, there have been no
transactions in the AmerUs Class A Common Stock that were effected during
the past sixty days by AmerUs Group. AMHC did not effect any transactions
in AmerUs Class A 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, under the AmerUs Charter, AMHC and AmerUs
Group, as beneficial holders of the shares of AmerUs Class B Common
Stock, have the right to cast at least a majority of the votes of the
outstanding shares of the capital stock of AmerUs, except where the
AmerUs Charter or Iowa law require separate class votes. The foregoing
description is qualified in its entirety by reference to the AmerUs
Charter.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The exhibits included as part of this Schedule 13D are
those listed in the Index of Exhibits attached hereto.
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 29, 1997
____________________________________
DATE
/s/ MICHAEL G. FRAIZER
____________________________________
SIGNATURE
____________________________________
MICHAEL G. FRAIZER
SENIOR VICE PRESIDENT AND
CONTROLLER/TREASURER
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 29, 1997
_____________________________________
DATE
/s/ MICHAEL G. FRAIZER
_____________________________________
SIGNATURE
___________________________________
MICHAEL G. FRAIZER
SENIOR VICE PRESIDENT AND
CONTROLLER/TREASURER
AMERICAN MUTUAL HOLDING COMPANY
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS
OF SEPTEMBER 19, 1997 AND AS AMENDED AND RESTATED AS OF
OCTOBER 8, 1997, BY AND AMONG THE ISSUER, AFC CORP. AND
AMVESTORS FINANCIAL CORPORATION ("AMVESTORS") (INCLUDED AS
ANNEX I TO THE JOINT PROXY STATEMENT/PROSPECTUS CONTAINED IN
THE ISSUER'S ON FORM S-4, REGISTRATION STATEMENT,
REGISTRATION NUMBER 333-40065), IS HEREBY INCORPORATED BY
REFERENCE.
2 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE
ISSUER, FILED AS EXHIBIT 3.5 TO THE REGISTRATION STATEMENT
OF THE ISSUER ON FORM S-1, REGISTRATION NUMBER 333-12239,
ARE HEREBY INCORPORATED BY REFERENCE.
3 AMENDED AND RESTATED INTERCOMPANY AGREEMENT DATED AS OF
DECEMBER 1, 1996, AMONG AMERICAN MUTUAL HOLDING COMPANY,
AMERUS GROUP CO. AND THE ISSUER, FILED AS EXHIBIT 10.81
TO THE ISSUER'S REGISTRATION STATEMENT ON FORM S-1,
REGISTRATION NUMBER 333-12239, IS HEREBY INCORPORATED BY
REFERENCE.
