<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Life USA Holding, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
531918209
(CUSIP Number)
Michael T. Westermeyer, Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403
(612) 347-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 1998
(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).
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- -----------------------
CUSIP NO. 531918209 SCHEDULE 13D
- -----------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON
Allianz Life Insurance Company of North America 41-1366075
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- ------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,670,283 (1)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,670,283 (1)
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,283 (1)
- ------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[X]
(1)
- ------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6% (based on 22,620,760 shares outstanding on December 31, 1997 and the
shares to be outstanding upon conversion of the Debenture and exercise of
preemptive rights) (1)
- ------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC, CO
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon conversion of the Debenture at $12.34 per share (2,431,118
shares) and exercise of preemptive rights to purchase 239,165 shares.
Does not include agreed purchase of 925,000 shares from management of
the Issuer upon closing of the Stock Purchase Agreement or purchase over
the next five years of $100 million of newly issued Common Stock
directly from the Issuer.
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
------------
This Amendment No. 1 amends the Schedule 13D, dated February 24, 1995 of
Allianz Life Insurance Company of North America with respect to the Common
Stock, $.01 par value, of Life USA Holding, Inc., a Minnesota corporation.
Item 1. Security and Issuer
-------------------
The securities to which this Amendment to Schedule 13D relates are the
shares of common stock, par value $.01 per share (the "Common Stock"), of
Life USA Holding, Inc. (the "Issuer"). The Issuer's principal executive offices
are located at Suite 700 Interchange North Building, 300 South Highway 169,
Minneapolis, Minnesota 55425.
Item 2. Identity and Background
-----------------------
(a-c, f) This Amendment to Schedule 13D is filed by Allianz Life
Insurance Company of North America, a Minnesota corporation ("Allianz"). The
principal business of Allianz is insurance. Allianz's principal office is
located at 1750 Hennepin Avenue South, Minneapolis, Minnesota 55403.
Allianz is a wholly owned subsidiary of Allianz of America, Inc.
("AZOA"). Allianz Aktiengesellschaft Holding ("AZ AG") holds 90% of the voting
securities of AZOA. AZ AG's business address is Koniginstrasse 28, 80802
Munich, Federal Republic of Germany. AZOA's business address is 55 Green Farms
Road, Westport, Connecticut 06881.
The following information is provided with respect to each member of the
Board of Management of AZ AG:
Dr. Henning Schulte-Noelle
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Chairman of the Board of Management, AZ AG;
Director, President and Chief Executive Officer, AZOA
Citizenship: German
Detlev Bremkamp
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
Citizenship: German
Dr. Reiner Hagemann
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
Citizenship: German
Dr. Gerhard Rupprecht
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
Citizenship: German
<PAGE>
Dr. Diethart Breipohl
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG;
Director, AZOA
Citizenship: German
Dr. Roberto Gavazzi
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
Citizenship: Italian
Herbert Hansmeyer
Business Address: 777 San Marin Drive, Novato, CA 94998
Principal occupation: Member of the Board of Management, AZ AG;
Director, AZOA; Chairman of the Board, Fireman's Fund Insurance
Company ("FFIC")
Citizenship: German
The following information is provided with respect to each executive
officer and director of AZOA:
Dr. Henning Schulte-Noelle
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Chairman of the Board of Management, AZ AG;
Director, President and Chief Executive Officer, AZOA
Citizenship: German
Lowell C. Anderson
Business Address: Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403.
Principal Occupation: Chairman, President and Chief Executive Officer
of Allianz
Citizenship: U.S.A.
Dr. Diethart Breipohl
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG;
Director, AZOA
Citizenship: German
Herbert Hansmeyer
Business Address: 777 San Marin Drive, Novato, CA 94998
Principal occupation: Member of the Board of Management, AZ AG;
Director, AZOA; Chairman of the Board, FFIC
Citizenship: German
David P. Marks
Business Address: 55 Green Farms Road, Westport, CT 06881
Principal occupation: Director, Secretary and Assistant Treasurer,
AZOA; Executive Vice President, FFIC
Citizenship: U.S.A.
-4-
<PAGE>
Dr. Hans Jurgen Schinzler
Business Address: 500 Lexington Avenue, New York, NY 10022
Principal occupation: Director, AZOA
Citizenship: German
Joe L. Stinnette, Jr.
Business Address: 777 San Marin Drive, Novato, CA 94998
Principal occupation: Director, AZOA; Director, President and Chief
Executive Officer, FFIC
Citizenship: U.S.A.
Ronald M. Clark
Business Address: 55 Green Farms Road, Westport, CT 06881
Principal occupation: Treasurer and Assistant Secretary, AZOA
Citizenship: U.S.A.
The following information is provided with respect to each director of
Allianz:
Lowell C. Anderson
Business Address: Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403.
Principal Occupation: Chairman, President and Chief Executive Officer
of Allianz
Citizenship: U.S.A.
James R. Campbell
Business Address: Norwest Bank Minnesota, N.A.
Norwest Center, Sixth and Marquette, Minneapolis, MN 55479
Principal Occupation: Chairman, Norwest Bank Minnesota, N.A.(a
commercial bank)
Citizenship: U.S.A.
Reverend Dennis J. Dease
Business Address: University of St. Thomas
2115 Summit Avenue, St. Paul, MN 55105
Principal Occupation: President, University of St. Thomas
Citizenship: U.S.A.
Herbert Hansmeyer
Business Address: 777 San Marin Drive, Novato, CA 94998
Principal occupation: Member of the Board of Management, AZ AG;
Director, AZOA
Citizenship: German
Dr. Jerry E. Robertson
Business Address: 3M - Life Sciences, 3050 Minnesota World Trade
Center, 30 East Seventh Avenue, St. Paul, MN 55101
Principal Occupation: Retired Executive Vice President, 3M-Life
Sciences
Citizenship: U.S.A.
-5-
<PAGE>
Dr. Gerhard G. Rupprecht
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
Citizenship: German
Michael P. Sullivan
Business Address: International Dairy Queen, Inc.
7505 Metro Boulevard, Minneapolis, MN 55439
Principal Occupation: President, Chief Executive Officer and Chairman
of International Dairy Queen, Inc. (a food services corporation)
Citizenship: U.S.A.
The names and positions of the executive officers of Allianz are as
follows:
Lowell C. Anderson, Chairman, President and Chief Executive Officer
Thomas D. Barta, Second Vice President, Corporate Controller and
Treasurer
Edward J. Bonach, Senior Vice President and Chief Financial Officer
Timothy W. Edelbrock, Second Vice President, Corporate Information
Systems
Shannon D. Hendricks, Second Vice President, Mass Marketing Controller
Brian V. Hicks, Second Vice President, Scholarship
Paul M. Howman, Vice President, Underwriting
Robert S. James, President, Individual Marketing
James P. Kelso, Vice President, Mass Marketing
Douglas M. Landry, Senior Vice President, Reinsurance
James A. Lo Sapio, Vice President, Corporate Human Resources
Thomas J. Lynch, Senior Vice President, Mass Marketing
Mark L. Solverud, Vice President, Product Manufacturing
Timothy H. Tongson, Senior Vice President, Individual Marketing
Dr. Robert W. Watson, Vice President, Medical Director
Michael T. Westermeyer, Vice President, Corporate Legal Officer
and Secretary
Ronald L. Wobbeking, President, Mass Marketing
The business address for each executive officer is 1750 Hennepin Avenue South,
Minneapolis, MN 55403, and each executive officer is a citizen of the United
States.
(d-e) During the last five years, neither Allianz, AZ AG or AZOA
nor, to the best of Allianz's knowledge, their respective executive officers and
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in such
person being subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to the terms of a Debenture Purchase Agreement dated February
17, 1995 (the "Debenture Purchase Agreement"), Allianz purchased a convertible
-6-
<PAGE>
subordinated debenture (the "Debenture") in the principal amount of $30,000,000
convertible into shares of the Issuer's Common Stock. The purchase of the
Debenture from the Issuer by Allianz was financed by working capital funds of
Allianz. Contemporaneous with issuance of the Debenture to Allianz, the Issuer
also issued to Allianz, for no additional consideration, a conversion protection
warrant (the "Warrant") to acquire 2,400,000 shares of the Issuer's Common Stock
at $12.50 per share, exercisable if the Debenture is redeemed prior to February
17, 2000 and upon certain other conditions. The Debenture Purchase Agreement
also granted Allianz certain preemptive rights to purchase additional shares of
Common Stock upon conversion of the Debenture or exercise of the Warrant.
On January 13, 1998, the Issuer and Allianz entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which Allianz
will acquire shares of Common Stock (not to exceed 35% of the outstanding Common
Stock) by (i) exercising its right to convert the Debenture into shares of
Common Stock (Section 1.1 of the Stock Purchase Agreement), (ii) exercising its
preemptive rights under the Debenture Purchase Agreement to purchase shares of
Common Stock (Section 1.2 of the Stock Purchase Agreement), (iii) purchasing an
aggregate of 925,000 shares of Common Stock from management of the Issuer
(Exhibit Q and Sections 5.4 and 6.4 of the Stock Purchase Agreement), (iv)
purchasing on the open market up to 1,604,104 shares of Common Stock within one
year of the Initial Closing (as defined in Section 1.1 of the Stock Purchase
Agreement) and (v) purchasing $100 million of newly issued Common Stock over the
next five years ($20 million annually) directly from the Issuer (Section 2 of
the Stock Purchase Agreement), provided that under certain circumstances a
convertible debenture (in the form of Exhibit O to the Stock Purchase Agreement)
could be substituted for the Common Stock. The Stock Purchase Agreement also
provides for the termination of the Debenture Purchase Agreement and the
cancellation of the Warrant. The consummation of the Stock Purchase Agreement is
subject to a number of conditions, including insurance regulatory approval and
the expiration of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act. Allianz expects to utilize working capital funds to
effectuate its payments for the shares of Common Stock described in clauses
(ii), (iii) and (iv) above. The purchase of Common Stock and/or convertible
debentures described in (v) above will be funded from working capital funds of
Allianz or from credits against the reinsurance allowances for commissions and
expenses under the existing reinsurance agreement between Allianz and LifeUSA
Insurance Company, a wholly owned subsidiary of the Issuer ("LifeUSA").
The foregoing summary of the Stock Purchase Agreement and related
agreements does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement (including exhibits thereto), which is
incorporated herein by reference.
Item 4. Purpose of the Transaction
--------------------------
Since 1987, under the terms of agreements between the Issuer and
Allianz, LifeUSA agents have produced life insurance and annuity business on
Allianz policies that are similar to LifeUSA policies. These agreements
required the Issuer to provide all administrative and other home office services
and to pay for all commissions due LifeUSA agents and premium taxes
-7-
<PAGE>
on the business produced for Allianz. For these services, Allianz paid service
fees to the Issuer.
On February 17, 1995, the Issuer and Allianz entered into a series of
agreements to expand their marketing efforts nationwide, and Allianz purchased
the Debenture from Issuer. The agreements provide that the existing life and
annuity products of LifeUSA would be filed as Allianz policies in the states
where LifeUSA agents are licensed. LifeUSA agents would also be licensed with
Allianz so that LifeUSA products and existing Allianz products could be sold by
the existing LifeUSA distribution system under Allianz. LifeUSA would market
and administer the Allianz products sold by LifeUSA agents and participate in
the business under a reinsurance agreement. The agreements also assure that
Allianz would receive at least 25%, but not more than 50%, of the total first
year and single premiums written by LifeUSA agents on either LifeUSA policy
forms or Allianz versions of LifeUSA policy forms during the term of the joint
marketing agreements (a minimum period of three years). LifeUSA is entitled to
reinsure up to 50% of the total first year policy premiums from the Allianz
versions of LifeUSA policies.
Allianz initially purchased the Debenture for investment purposes and
not for the purpose of controlling the Issuer. On January 13, 1998, the Issuer
and Allianz entered into the Stock Purchase Agreement to provide Issuer with
additional capital for its general corporate purposes and to make additional
agreements relating to Allianz's ownership of Common Stock and the relationships
between Allianz and the Issuer and between Allianz and LifeUSA.
As further described in Items 5(a) and 6 below (the terms of which are
incorporated herein by reference), the Stock Purchase Agreement provides for the
acquisition by Allianz of Common Stock of the Issuer (including $100 million of
newly issued Common Stock over the next five years directly from the Issuer) and
contains various provisions regarding the Issuer and the Common Stock, including
a "standstill" provision limiting Allianz's ability to acquire additional shares
of Common Stock as well as certain antidilution provisions. The Stock Purchase
Agreement also provides that Allianz has the right, so long as it owns more than
10% of the outstanding shares of Common Stock, to designate two persons (or, if
greater, a proportionate number of directors based on Allianz's percentage
ownership of outstanding shares of Common Stock) as directors of the Issuer and
two persons (or, if greater, a proportionate number of directors based on
Allianz's percentage ownership of outstanding shares of Common Stock) as
directors of LifeUSA.
In connection with the Stock Purchase Agreement, the Issuer and
Allianz also agreed to amend the various marketing agreements, conditioned on
the Initial Closing: (i) the existing administration and marketing agreement
between Allianz and Issuer (by which the Issuer on behalf of LifeUSA provides
marketing services, underwriting services and policy administration services to
Allianz with respect to certain life insurance policies and annuities under the
existing reinsurance contract between Allianz and LifeUSA) will be amended to
extend the term of the agreement to December 31, 2000 (Exhibit G to the Stock
Purchase Agreement) (as amended, the "Marketing Agreement"); (ii) the existing
reinsurance agreement between Allianz and LifeUSA (by which Allianz can assume
50% of certain LifeUSA life insurance policies and annuities reinsured after
January 1, 1995) will be amended to permit LifeUSA to deliver shares
-8-
<PAGE>
of Common Stock of the Issuer to pay for the reinsurance allowances and
commissions owing thereunder by LifeUSA to Allianz (Exhibit J to the Stock
Purchase Agreement); and (iii) the existing claims administration agreement
between Allianz and LifeUSA (by which LifeUSA provides all services relating to
paying claims with respect to certain life insurance policies and annuities)
will be amended to extend the term of the agreement to December 31, 2000
(Exhibit K to the Stock Purchase Agreement). Upon the Initial Closing, Allianz
and LifeUSA will also enter into a new reinsurance agreement pursuant to which
Allianz can assume 12.5% of LifeUSA business (Exhibit I to the Stock Purchase
Agreement). Section 7.8 of the Stock Purchase Agreement provides that, subject
to consummation of the Initial Closing, commencing January 1, 1998 and during
the term of the Marketing Agreement (the "Covered Period"), Allianz shall be
entitled to 37.5% of the first year and single premiums received from life
insurance and fixed annuity products written during the Covered Period (a) by
LifeUSA agents for LifeUSA and (b) by LifeUSA agents for Allianz under the
Marketing Agreement. In addition, during the term of the Marketing Agreement,
Allianz will have the right of first refusal to assume up to 37.5% of the
premiums received from any other products written by LifeUSA if and to the
extent (not to exceed 37.5%) LifeUSA reinsures any such products.
Although, other than described in 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.
The foregoing summary of the Stock Purchase Agreement and related
agreements does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement (including exhibits thereto), which is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The Stock Purchase Agreement provides that Allianz will be able to
acquire up to 35% of the outstanding shares of Common Stock by (i) exercising
its right to convert the Debenture into 2,431,118 shares of Common Stock
(assuming a conversion price of $12.34 per share), (ii) exercising its
preemptive rights under the Debenture Purchase Agreement to purchase 239,165
shares of Common Stock at a purchase price of $12.36 per share, (iii) purchasing
925,000 shares of Common Stock from management of the Issuer at a purchase price
of $16.44 per share, (iv) purchasing in the open market up to 1,604,104 shares
of Common Stock within one year of the Initial Closing, and (v) purchasing, in
the five years starting January 1, 1998, $100 million of newly issued Common
Stock ($20 million per calendar year) directly from the Issuer at a purchase
price per share equal to 2.5 times the average Book Value Per Share (as defined
in Section 2.2 of the Stock Purchase Agreement) of the Issuer as of the
Determination Date (as defined in Section 2.2 of the Stock Purchase Agreement)
and the previous Determination Date, provided that if such purchase price is
more than 200% of the then current market price of the
-9-
<PAGE>
Common Stock, the Common Stock could be replaced with a convertible debenture
(in the form of Exhibit O to the Stock Purchase Agreement). Based upon the
conversion and purchases described in (i) and (ii) of the preceding sentence and
the 22,620,760 shares of Common Stock outstanding as of December 31, 1997,
Allianz beneficially owns 2,670,283 shares of Common Stock or approximately
10.6% of the outstanding shares of Common Stock. A conversion price of greater
than $12.34 per share will decrease the number of shares of Common Stock into
which the Debenture is converted. With respect to the purchase of $100 million
in newly issued Common Stock, the purchase price for the shares of Common Stock
to be issued to Allianz will be payable in immediately available United States
Dollars or as a credit against the reinsurance allowances for commissions and
expenses payable by LifeUSA to Allianz under the reinsurance agreements between
the parties, as the Issuer may determine. The Stock Purchase Agreement provides
that Allianz's ownership of the Issuer shall not exceed 35% of the outstanding
shares of Common Stock, but Allianz retains the right to make a tender offer for
all of the outstanding shares of Common Stock. Allianz's stock purchase and
certain other obligations will terminate in the event of a Sale (as defined in
Section 11.2(b) of the Stock Purchase Agreement) of the Issuer. AZ AG, AZOA and,
to the best of Allianz's knowledge, the executive officers and directors of
Allianz, AZ AG and AZOA do not beneficially own any shares of Common Stock.
(b) Allianz would have sole voting power and sole dispositive power as
to the shares acquired pursuant to the conversion of the Debenture and the
purchases of Common Stock described in (a) above.
(c) Other than the acquisition of Common Stock as proposed by the
Stock Purchase Agreement, no transactions with respect to the Common Stock have
been effected during the past 60 days by Allianz, AZ AG, 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
---------------------------
In addition to the provisions described in Items 4 and 5 above (which
descriptions are incorporated in this Item by reference), the Stock Purchase
Agreement contains certain standstill provisions limiting the acquisition of
additional shares and containing certain voting arrangements. Allianz agreed
not to purchase any additional shares of Common Stock except as provided in the
Stock Purchase Agreement. If a Sale (as defined in Section 11.2(b) of the Stock
Purchase Agreement) of the Issuer is recommended by its Board of Directors at a
price per share at or above the average per share cost of Allianz's shares,
Allianz will vote its shares proportionately with other shares of Common Stock
and will not solicit any proxies or otherwise try to influence the vote of the
other shareholders against such a proposal. If a Sale of the Issuer is
recommended by its Board of Directors at a price per
-10-
<PAGE>
share below the average per share cost of Allianz's shares, Allianz may vote its
shares as it deems appropriate. With respect to any management proposal relating
to the election, tenure or removal of directors, Allianz will vote its shares
proportionately with other shares of Common Stock. In the event of a proposal
not made by management relating to the election, tenure or removal of directors,
Allianz will vote its shares, at its option, (i) in accordance with the
recommendations of the Issuer's Board of Directors or (ii) proportionately with
other shares of Common Stock. In all other matters, Allianz may vote its shares
as it deems appropriate. Further, Allianz may sell its shares of Common Stock as
allowed by law, except that Allianz will limit sales to any person or group to
less than 5% of total outstanding shares of Common Stock without the Issuer's
consent. These provisions would terminate upon consummation of a Sale or upon
the earlier of (a) Allianz's election made within 90 days after either party
gives notice of termination of the Marketing Agreement or (b) termination of the
Marketing Agreement.
The Stock Purchase Agreement also contains antidilution provisions
enabling Allianz to maintain its percentage ownership of Common Stock through
open market or other transactions, which provisions do not apply to a Sale of
the Issuer. Allianz also has the right to purchase a proportionate amount of
newly issued shares of preferred stock of the Issuer. In addition, the Stock
Purchase Agreement provides Allianz piggyback registration rights as well as
three demand registration rights.
Furthermore, under the Stock Purchase Agreement, the Issuer agreed
that (i) it would not consolidate with or merge into or transfer substantially
all of its properties and assets to another entity unless the resulting entity
expressly assumes the Stock Purchase Agreement, (ii) it would not, without the
prior written consent of Allianz, distribute with respect to the shares of
Common Stock any rights to acquire other securities of the Issuer that may be
commonly considered a part of a shareholder rights or similar plan, (iii) at its
next annual shareholder meeting (not to be later than May 31, 1998), it will
recommend to its shareholders and use its best efforts to obtain shareholder
approval for an amendment to its articles of incorporation to increase its
authorized Common Stock to 60,000,000 shares, (iv) it will not amend its
articles or incorporation or bylaws or designate any series of preferred stock
so as to adversely affect the rights of Allianz as a shareholder of the Issuer,
(v) it will not enter into any agreement with any holder or prospective holder
of any securities of the Issuer or issue any securities of the Issuer which
grants such holder special voting rights, (vi) it will not repurchase any shares
of its Common Stock from any of its shareholders in any calendar year in excess
of 5% of the number of shares of Common Stock outstanding at the beginning of
such year, and (vii) during the five years ending December 31, 2002, it will not
issue or sell options to agents, employees, officers and/or directors of, and/or
consultants to, the Issuer or any subsidiary of the Issuer to purchase more than
110% of the aggregate number of shares of Common Stock subject to options
granted by the Issuer during the five year period ending December 31, 1997.
The foregoing summary of the Stock Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Stock
Purchase Agreement, which is incorporated herein by reference.
-11-
<PAGE>
Except as set forth herein, neither Allianz nor, to the best of
Allianz's knowledge, any director or executive officer of Allianz has any
contracts, arrangements, understandings or relationships (legal or otherwise),
with any person with respect to any securities of the Issuer including, but not
limited to, transfer or voting of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 Stock Purchase Agreement, dated January 13, 1998, between LifeUSA
Holding, Inc. and Allianz Life Insurance Company of North America
(incorporated by reference to Exhibit 10.1 of LifeUSA Holding,
Inc.'s Report on Form 8-K filed January 14, 1998 (SEC file
number 0-18485)).
-12-
<PAGE>
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: January 16, 1998
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/ Michael T. Westermeyer
---------------------------------------
Michael T. Westermeyer
Vice President, Corporate Legal Officer
and Secretary
