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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Section 240.13e-3) thereunder)
Life USA Holding, Inc.
(Name of Issuer)
Life USA Holding, Inc.
Allianz Life Insurance Company of North America
Nova New Co.
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
531918209
(CUSIP Number of Class of Securities)
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Mark A. Zesbaugh Michael T. Westermeyer
Life USA Holding, Inc. Allianz Life Insurance
300 South Highway 169 Company of North America
Suite 95 1750 Hennepin Avenue South
Minneapolis, MN 55426 Minneapolis, MN 55403
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with copies to:
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Bruce J. Parker William B. Payne
Kaplan, Strangis and Kaplan, P.A. Dorsey & Whitney LLP
5500 Norwest Center Pillsbury Center South
90 South 7th Street 220 South Sixth Street
Minneapolis, MN 55402 Minneapolis, MN 55402
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This statement is filed in connection with:
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: [X]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$418,509,457* $83,702.00
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* For purposes of calculating fee only. This amount assumes the purchase at a
price of $20.75 per share of 18,143,982 outstanding shares of Issuer Common
Stock and payment of $42,021,831 in settlement of shares subject to
outstanding stock options.
[X] Check box if any part of the fee is offset as provided in Rule 0-11 (a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $83,702.00
Filing Parties: Life USA Holding, Inc.
Form or Registration No.: Schedule 14A
Date Filed: June 25, 1999
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Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13e-3)
Introduction
This Rule 13E-3 Transaction Statement (the "Statement") is being filed in
connection with the proposed merger (the "Merger") of Nova New Co., a Minnesota
corporation ("Acquisition Sub") and wholly owned subsidiary of Allianz Life
Insurance Company of North America, a Minnesota corporation ("Allianz Life"),
with and into Life USA Holding, Inc., a Minnesota corporation (the "Issuer"),
pursuant to the terms and conditions of an Agreement and Plan of Merger dated
May 17, 1999 (the "Merger Agreement") executed by and among the Issuer, Allianz
Life and the Acquisition Sub, a copy of which is referenced in Exhibit (c)(6).
Upon completion of the Merger, (i) the separate corporate existence of the
Acquisition Sub will cease and the Issuer will continue as the surviving
corporation and a wholly owned subsidiary of Allianz Life, (ii) each outstanding
share of Common Stock, par value $.01 per share, of the Issuer (the "Common
Stock") other than shares held by the Issuer or its wholly owned subsidiaries,
by Allianz Life and by shareholders who exercise dissenters' rights will be
converted into the right to receive $20.75 in cash, and (iii) holders of options
to acquire shares of Common Stock of the Issuer will receive a cash settlement,
net of withholding taxes, equal to the excess, if any, of $20.75 over the
exercise price of such options.
The Cross Reference Sheet is being supplied pursuant to General Instruction
F to Schedule 13E-3 and shows the location in the Issuer's preliminary proxy
statement (the "Proxy Statement"), concurrently being filed with the Securities
and Exchange Commission (the "SEC") in connection with the proposed Merger of
information required to be included in response to items of this Statement. A
copy of the Proxy Statement is referenced in Exhibit (d)(1). The information in
the Proxy Statement, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by the provisions of the Proxy Statement. All information in, or
incorporated by reference in, the Proxy Statement or this Statement concerning
the Issuer or its advisors, or actions or events with respect to any of them,
was provided by the Issuer, and all information in, or incorporated by reference
in, the Proxy Statement or this Statement concerning Allianz Life, the
Acquisition Sub or their affiliates, or actions or events with respect to them,
was provided by Allianz Life. The Proxy Statement incorporated by reference in
this filing is in preliminary form and is subject to completion or amendment.
Capitalized terms used but not defined in this Statement shall have the
respective meanings given them in the Proxy Statement.
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Schedule 13e-3 Item Number and Response and/or Location in Proxy Statement
Caption
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Item 1. Issuer And Class of Security Subject to The Transaction
(a). . . . . . . . . . . . . . . . . Front Cover Page and "Summary--The
Companies," which information is
incorporated herein by this reference.
(b). . . . . . . . . . . . . . . . . Front Cover Page, "Summary--Record
Date; Voting Power; Votes Required" and
"The Special Meeting--Record Date;
Voting Power; Votes Required," which
information is incorporated herein by
this reference.
(c). . . . . . . . . . . . . . . . . "Historical Market Information," which
information is incorporated herein by
this reference.
(d). . . . . . . . . . . . . . . . . "Historical Market Information," which
information is incorporated herein by
this reference.
(e). . . . . . . . . . . . . . . . . Not applicable.
(f). . . . . . . . . . . . . . . . . "Special Factors--Background of the
Merger," "Special Factors--Reasons
for the Merger" and "Certain
Transactions in Common Stock and
Stock Options," which information is
incorporated herein by this reference.
Item 2. Identity and Background
(a)-(d), (g) . . . . . . . . . . . . Front Cover Page, "Summary--The
Companies," "Management of Life USA,
Allianz Life and Acquisition Sub" and
"Interests in Securities of Life USA,"
which information is hereby
incorporated herein by this reference.
(e), (f) . . . . . . . . . . . . . . During the last five years, none of the
Issuer, Allianz Life, Allianz
Aktiengesellschaft, Allianz of America,
Inc., Acquisition Sub nor, to the best
of the Issuer's, Allianz Life's or
Acquisition Sub'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
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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. Past Contacts, Transactions or Negotiations
(a)(1) . . . . . . . . . . . . . . . "Special Factors--Background of the
Merger," which information is
incorporated herein by this reference.
(a)(2), (b). . . . . . . . . . . . . "Summary--Terms of the Merger
Agreement," "Special Factors--Background
of the Merger," "Special
Factors--Conflicts of Interest,"
"Summary of Material Features of the
Merger," and "Appendix A--Agreement and
Plan of Merger," which information is
incorporated herein by this reference.
Item 4. Terms of the Transaction
(a). . . . . . . . . . . . . . . . . Front Cover Page, "Summary--Terms of
the Merger Agreement," "Summary of
Material Features of the Merger," and
"Appendix A--Agreement and Plan of
Merger," which information is
incorporated herein by this reference.
(b). . . . . . . . . . . . . . . . . "Summary--Dissenters' Rights," "Special
Factors--Conflicts of Interest" and
"Summary of Material Features of the
Merger--Dissenters' Rights," which
information is incorporated herein by
this reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(e). . . . . . . . . . . . . . . "Summary of Material Features of the
Merger--The Merger," "Plans for Life
USA after the Merger" and "Certain
Effects of the Merger," which
information is incorporated herein by
this reference.
(f), (g) . . . . . . . . . . . . . . "Summary of Material Features of the
Merger--The Merger" and "Certain
Effects of the Merger,"
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which information is incorporated herein by
this reference.
Item 6. Source and Amount of Funds or Other Consideration
(a). . . . . . . . . . . . . . . . . "Summary of Material Features of the
Merger--Financing of the Merger," which
information is incorporated herein by
this reference.
(b). . . . . . . . . . . . . . . . . "Summary of Material Features of the
Merger--The Merger--Expenses" and
"Expenses of the Transaction," which
information is incorporated herein by
this reference.
(c), (d) . . . . . . . . . . . . . . Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a)-(c). . . . . . . . . . . . . . . "Special Factors--Purpose and Structure
of the Merger" and "Special Factors--
Reasons for the Merger," which
information is incorporated herein by
this reference.
(d). . . . . . . . . . . . . . . . . "Questions and Answers about the Merger,"
"Special Factors--Certain Effects of
the Merger" and "Summary of Material
Features of the Merger--Federal Income
Tax Consequences of the Transaction,"
which information is incorporated
herein by this reference.
Item 8. Fairness of the Transaction
(a). . . . . . . . . . . . . . . . . "Summary--Recommendation of Board of
Directors," "Special Factors--Recommendation
of the Board of Directors," "Special Factors--
Opinion of Financial Advisor" and "Special
Factors--Perspective of Allianz Life on
the Merger," which information is
incorporated herein by this reference.
(b). . . . . . . . . . . . . . . . . "Summary--Recommendation of Board of
Directors," "Special Factors--Opinion
of Financial Advisor," "Special
Factors--Background of the Merger,"
"Special Factors--Recommendation of the
Board of Directors," "Special Factors--
Perspective of Allianz Life on the
Merger," and "Appendix B--Opinion of
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Donaldson Lufkin & Jenrette Securities
Corporation," which information is
incorporated herein by this reference.
(c). . . . . . . . . . . . . . . . . "The Special Meeting--Record Date;
Voting Power; Votes Required" and
"Special Factors--Reasons for the
Merger," which information is
incorporated herein by this reference.
(d). . . . . . . . . . . . . . . . . "Special Factors--Recommendation of the
Board of Directors," which information
is incorporated herein by this
reference.
(e). . . . . . . . . . . . . . . . . "Special Factors--Recommendation of the
Board of Directors," which information
is incorporated herein by this
reference.
(f). . . . . . . . . . . . . . . . . Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c). . . . . . . . . . . . . . . "Summary--Opinion of Financial
Advisor," "Special Factors--Background
of the Merger," "Perspective of Allianz
Life on the Merger," "Special
Factors--Opinion of Financial Advisor"
and "Appendix B--Opinion of Donaldson
Lufkin & Jenrette Securities
Corporation," which information is
incorporated herein by this reference.
Item 10. Interest in Securities of the Issuer
(a). . . . . . . . . . . . . . . . . "Interest in Securities of Life USA"
and "Special Factors--Conflicts of
Interest," which information is
incorporated herein by this reference.
(b). . . . . . . . . . . . . . . . . "Certain Transactions in Common Stock
and Stock Options," which information
is incorporated herein by this
reference.
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Item 11. Contracts,
Arrangements . . . . . . . . . . . . "Special Factors--Background of the
Merger," "Special Factors--Conflicts of
Interest--Directors and Officers of
Life USA," "Summary of Material
Features of the Merger--The Merger,"
"Interest in Securities of Life USA"
and "Certain Transactions in Common
Stock and Stock Options," which
information is incorporated herein by
this reference.
Item 12. Present Intention and Recommendation of Certain Persons With Regard to
the Transaction
(a), (b) . . . . . . . . . . . . . . "Summary--Record Date; Voting Power;
Votes Required," "The Special
Meeting--Record Date; Voting Power;
Votes Required" and "Special
Factors--Conflicts of
Interest--Directors and Officers of
Life USA," which information is
incorporated herein by this reference.
Item 13. Other Provisions of the Transaction
(a). . . . . . . . . . . . . . . . . "Summary--Dissenters' Rights," "Summary
of Material Features of the Merger--The
Merger--Dissenters' Rights," and
"Appendix C--Text of Sections 302A.471
and 302A.473 of the Minnesota Business
Corporations Act," which information is
incorporated herein by this reference.
(b), (c) . . . . . . . . . . . . . . Not applicable.
Item 14. Financial Information
Pursuant to General Instruction D to Schedule 13e-3, the Issuer's Annual Report
on Form 10-K for the year ended December 31, 1998 and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 are incorporated by reference in
the Proxy Statement. The Issuer's audited financial statements for the periods
covered by the Form 10-K and unaudited financial statements for the periods
covered by the Form 10-Q are incorporated herein by this reference. "Selected
Consolidated Financial Data of Life USA" of the Proxy Statement is also
incorporated herein by this reference.
Item 15. Person and Assets Employed, Retained or Utilized
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(a), (b) . . . . . . . . . . . . . . "Summary--Opinion of Financial
Advisor," "The Special
Meeting--Proxies" and "Summary of
Material Features of the Merger--The
Merger--Payment for Shares--Stock
Options," which information is
incorporated herein by this reference.
Item 16. Additional Information
See the text of the Proxy Statement.
Item 17. Materials to be Filed
Exhibit Number and Description
Exhibit (b). . . . . . . . . . . . . Opinion of Donaldson Lufkin & Jenrette
Securities Corporation (Incorporated
herein by reference to Appendix B to
the Proxy Statement).
Exhibit (c)(1) . . . . . . . . . . . Stock Purchase Agreement, dated as of
January 13, 1998, executed by and
between Allianz Life Insurance Company
of North America and Life USA Holding,
Inc. (Incorporated herein by reference
to Exhibit 10.1 to Issuer's Current
Report on Form 8-K, filed January 14,
1998).
Exhibit (c)(2) . . . . . . . . . . . Amendment No. 1 to Stock Purchase
Agreement, dated as of January 30,
1998, executed by and between Allianz
Life Insurance Company of North America
and Life USA Holding, Inc.
(Incorporated herein by reference to
Exhibit 1 to Amendment 5 to Schedule
13D filed by Allianz Life August 13,
1998).
Exhibit (c)(3) . . . . . . . . . . . Amendment No. 2 to Stock Purchase
Agreement, dated as of July 15, 1998,
executed by and between Allianz Life
Insurance Company of North America and
Life USA Holding, Inc. (Incorporated
herein by reference to Exhibit 2 to
Amendment 5 to Schedule 13D filed by
Allianz Life August 13, 1998).
Exhibit (c)(4) . . . . . . . . . . . Amendment No. 3 to Stock Purchase
Agreement, dated as of February 5,
1999, executed by and between Allianz
Life Insurance Company of North America
and Life USA Holding, Inc. (Incorporated
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herein by reference to
Exhibit 1 to Amendment No. 6 to
Schedule 13D filed by Allianz Life
March 1, 1999).
Exhibit (c)(5) . . . . . . . . . . . Amendment No. 4 to Stock Purchase
Agreement, dated as of April 13, 1999,
executed by and between Allianz Life
Insurance Company of North America and
Life USA Holding, Inc. (Incorporated
herein by reference to Exhibit 1 to
Amendment No. 8 to Schedule 13D filed
by Allianz Life April 30, 1999).
Exhibit (c)(6) . . . . . . . . . . . Agreement and Plan of Merger, dated May
17, 1999, executed by and among Allianz
Life Insurance Company of North
America, Nova New Co., and Life USA
Holding, Inc. (Incorporated herein by
reference to Appendix A to the Proxy
Statement).
Exhibit (c)(7) . . . . . . . . . . . Amendment No. 1 to Employment
Agreement, dated May 17, 1999, executed
by and between Life USA Holding, Inc.
and Robert W. MacDonald (Incorporated
herein by reference to Exhibit 10.1 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
Exhibit (c)(8) . . . . . . . . . . . Amendment No. 1 to Employment
Agreement, dated May 17, 1999, executed
by and between Life USA Holding, Inc.
and Donald J. Urban (Incorporated
herein by reference to Exhibit 10.2 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
Exhibit (c)(9) . . . . . . . . . . . Amendment No. 1 to Amended and Restated
Employment Agreement, dated May 17,
1999, executed by and between Life USA
Holding, Inc. and Margery G. Hughes
(Incorporated herein by reference to
Exhibit 10.3 to Issuer's Current Report
on Form 8-K, filed May 19, 1999).
Exhibit (c)(10). . . . . . . . . . . Amendment No. 1, to Amended and
Restated Employment Agreement, dated
May 17, 1999, executed by and between
Life USA Holding, Inc. and Mark A.
Zesbaugh (Incorporated herein by
reference to Exhibit 10.4 to Issuer's
Current Report on Form 8-K, filed May
19, 1999).
Exhibit (c)(11). . . . . . . . . . . Voting Agreement, dated May 17, 1999,
executed by and between Robert W.
MacDonald and Allianz Life Insurance
Company of North America (Incorporated
herein by reference to Exhibit 10.5 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
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Exhibit (c)(12). . . . . . . . . . . Voting Agreement, dated May 17, 1999,
executed by and between Daniel J.
Rourke and Allianz Life Insurance
Company of North America (Incorporated
herein by reference to Exhibit 10.6 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
Exhibit (c)(13). . . . . . . . . . . Voting Agreement, dated May 17, 1999,
executed by and between Donald J. Urban
and Allianz Life Insurance Company of
North America (Incorporated herein by
reference to Exhibit 10.7 to Issuer's
Current Report on Form 8-K, filed May
19, 1999).
Exhibit (c)(14). . . . . . . . . . . Voting Agreement, dated May 17, 1999,
executed by and between Margery G.
Hughes and Allianz Life Insurance
Company of North America (Incorporated
herein by reference to Exhibit 10.8 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
Exhibit (c)(15). . . . . . . . . . . Voting Agreement, dated May 17, 1999,
executed by and between Mark A.
Zesbaugh and Allianz Life Insurance
Company of North America (Incorporated
herein by reference to Exhibit 10.9 to
Issuer's Current Report on Form 8-K,
filed May 19, 1999).
Exhibit (d). . . . . . . . . . . . . Preliminary Proxy Statement on Schedule
14A filed by Issuer June 25, 1999
(Incorporated herein by reference).
Exhibit (e). . . . . . . . . . . . . Summary of Sections 471 and 473 of the
Minnesota Business Corporations Act
(Incorporated herein by reference to
the Proxy Statement under the heading
"Summary of Material Features of the
Merger--Dissenters' Rights" and to
Appendix C to the Proxy Statement).
Exhibit 1.1. . . . . . . . . . . . . Annual Report on Form 10-K of Life USA
Holding, Inc. for the year ended
December 31, 1998 (Incorporated herein
by reference).
Exhibit 1.2. . . . . . . . . . . . . Quarterly Report on Form 10-Q of Life
USA Holding, Inc. for the quarter ended
March 31, 1999 (Incorporated herein by
reference).
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After due 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.
LIFE USA HOLDING, INC.
Date: June 25, 1999
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Signature: /s/ Mark A. Zesbaugh
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Name and Title: Mark A. Zesbaugh, Executive Vice
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President and Chief Financial Officer
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ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Date: June 25, 1999
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Signature: /s/ Michael T. Westermeyer
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Name and Title: Michael T. Westermeyer, Vice President,
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Corporate Legal Officer and Secretary
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NOVA NEW CO.
Date: June 25, 1999
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Signature: /s/ Michael T. Westermeyer
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Name and Title: Michael T. Westermeyer, Secretary and
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Treasurer
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