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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Life USA Holding, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
531918209
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(CUSIP Number)
Michael T. Westermeyer, Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403
(612) 347-6500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1998
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 531918209 SCHEDULE 13D
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1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON
Allianz Life Insurance Company of North America 41-1366075
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 4,797,964 (1)
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,797,964 (1)
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,797,964 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
(1)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% (based on 25,893,100 shares outstanding on
March 31, 1998) (1)
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14 TYPE OF REPORTING PERSON*
IC, CO
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(1) Does not include agreed purchase over the next five years of $100 million
of newly issued Common Stock directly from the Issuer pursuant to the Stock
Purchase Agreement.
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AMENDMENT NO. 4
TO
SCHEDULE 13D
This Amendment No. 4 amends the Schedule 13D, dated February 24, 1995 (as
previously amended) of Allianz Life Insurance Company of North America
("Allianz") with respect to the Common Stock, $.01 par value, of Life USA
Holding, Inc., a Minnesota corporation (the "Issuer"), to report additional
purchases of Issuer's Common Stock. This amendment amends only those portions of
the information previously reported that have changed since the prior filing.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the shares of Issuer's Common Stock (the
"Shares") purchased by Allianz as reported in Item 5(c) of this Schedule 13D was
$4,361,388, which purchases were financed by working capital funds of Allianz.
Item 4. Purpose of the Transaction
As described in Amendment No. 1 to Schedule 13D, Allianz previously
purchased shares of Issuer's Common Stock for investment purposes and not for
the purpose of controlling the Issuer. In accordance with the Stock Purchase
Agreement between Issuer and Allianz, Allianz has purchased the additional
Shares. Although, other than previously disclosed in Amendment No. 1 to Schedule
13D under this Item 4, Allianz does not have any current plans or proposals with
respect to the Issuer or its Common Stock, Allianz reserves the right to take
any and all actions, which could include, without limitation, a tender offer for
all of the shares of Common Stock of the Issuer. Considerations relevant to any
decision may include then current market and economic conditions, the Issuer's
then current or prospective financial performance, the market performance of the
Common Stock and management's plans, if any, with respect to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on June 30, 1998, Allianz beneficially
owned 4,797,964 shares of Common Stock or approximately 18.5% of the outstanding
shares of Common Stock (based on 25,893,100 shares outstanding on March 31,
1998).
(b) Allianz has sole voting power and sole dispositive power as to the
shares of Common Stock described in (a) above.
(c) The following table sets forth the transactions effected by Allianz
since February 13, 1998:
Trade Date Number of Shares Price Per Share
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2/18/98 90,100 16.875
4/1/98 55,000 15.125
4/2/98 35,000 15.125
4/3/98 10,000 15.3125
6/4/98 45,000 14.7639
6/23/98 55,000 12.04
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All of such transactions reflect principle purchases effected on the open
market. Other than the acquisition of Common Stock described above, no
transactions with respect to the Common Stock have been effected since February
13, 1998 by Allianz, Allianz Aktiengesellschaft Holding ("AZ AG"), Allianz of
America, Inc. ("AZOA") or, to the best knowledge of Allianz, by any executive
officer or director of Allianz, AZ AG or AZOA.
(d) No other person is known by Allianz to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities covered by this Schedule 13D.
(e) Not applicable.
Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement by or about the undersigned is true, complete and correct.
Date: July 8, 1998
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/ Michael T. Westermeyer
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Michael T. Westermeyer
Vice President, Corporate Legal Officer
and Secretary
