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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. 10)*
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)
October 1, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7(b) 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 100
SHARES ---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 100
WITH ---------------------------------------
10SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON
IC, CO
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AMENDMENT NO. 10
TO
SCHEDULE 13D
This Amendment No. 10 to Schedule 13D (the "Amendment") 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 ("Common Stock"), of Life USA Holding, Inc., a Minnesota corporation (the
"Issuer"). This amendment amends only those portions of the information
previously reported that have changed since the prior filing.
This amendment reflects the merger (the "Merger") of Nova New Co., a
Minnesota corporation and a wholly-owned subsidiary of Allianz ("Nova"), with
and into the Issuer pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of May 17, 1999, by and among the Issuer, Allianz and Nova (the
"Merger Agreement").
Unless otherwise indicated, the capitalized terms used herein shall have
the meanings specified in the Schedule 13D as previously filed.
Item 1 Security and Issuer
This Amendment relates to the shares of Common Stock of the Issuer.
Effective as of October 1, 1999, following the Merger, the principal executive
officers of the Issuer are as follows:
Robert W. MacDonald, Chairman and Chief Executive Officer
Margery G. Hughes, President and Chief Operating Officer
Mark A. Zesbaugh, Senior Vice President, Chief Financial Officer and
Assistant Secretary
Michael T. Westermeyer, Secretary
Edward J. Bonach, Senior Vice President
Robert S. James, Senior Vice President
The business address of each of the above executive officers is: c/o
Allianz Life Insurance Company of North America, 1750 Hennepin Avenue South,
Minneapolis, MN 55403.
Item 2 Identity and Background.
Allianz is a wholly owned subsidiary of Allianz of America, Inc. ("AZOA").
Allianz Aktiengesellschaft (formerly known as Allianz Aktiengesellschaft
Holding, "AZ AG") holds 90% of the voting securities of AZOA.
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(a)-(c), (f) Effective as of October 1, 1999, following the Merger, Robert
W. MacDonald was elected as a director of Allianz, and the following individuals
were elected as executive officers of Allianz to hold the offices set forth
following their respective names:
Robert W. MacDonald, Chief Executive Officer
Margery G. Hughes, President and Chief Administrative Officer
Edward J. Bonach, President, Special Markets Division
Robert S. James, President, Individual Insurance Division
Mark A. Zesbaugh, Senior Vice President and Chief Financial Officer and
Assistant Secretary
The principal business address of each of the above executive officers of
Allianz is: c/o Allianz Life Insurance Company of North America, 1750 Hennepin
Avenue South, Minneapolis, MN 55403. Each of the above executive officers 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.
On October 1, 1999, Nova merged with and into Issuer, with the Issuer
continuing as the surviving corporation and as a wholly-owned subsidiary of
Allianz (the "Surviving Corporation"). Pursuant to the terms of the Merger
Agreement, at the effective time of the Merger (the "Effective Time"), each
share of Common Stock issued and outstanding immediately prior to the Effective
Time (other than shares owned by Allianz, the Issuer or its wholly-owned
subsidiaries) was canceled and converted into the right to receive, without
interest, $20.75 in cash. Each share of common stock of Nova was converted into
one share of Common Stock of the Surviving Corporation; as a result, Allianz
owns all of the 100 issued and outstanding shares of Common Stock of the
Surviving Corporation.
The aggregate merger consideration paid by Allianz Life at the consummation
of the Merger was approximately $423,186,000. Allianz financed this payment with
working capital funds of Allianz and through a capital contribution from AZOA.
Item 4 Purpose of Transaction.
On May 17, 1999, the Issuer, Allianz and Nova entered into the Merger
Agreement, pursuant to which Allianz would acquire beneficial ownership of all
shares of Common Stock of the Issuer.
On October 1, 1999, Nova merged with and into Issuer, with the Issuer
continuing as the Surviving Corporation and as a wholly-owned subsidiary of
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Allianz. Pursuant to the terms of the Merger Agreement, at the Effective Time,
each share of Common Stock issued and outstanding immediately prior to the
Effective Time (other than shares owned by Allianz, the Issuer or its
wholly-owned subsidiaries) was canceled and converted into the right to receive,
without interest, $20.75 in cash. Each share of common stock of Nova was
converted into one share of Common Stock of the Surviving Corporation; as a
result, Allianz owns all of the 100 issued and outstanding shares of Common
Stock of the Surviving Corporation.
On October 1, 1999, following the Effective Time, Allianz elected the
following individuals to be the directors of the Surviving Corporation:
Robert W. MacDonald, Chairman
Edward J. Bonach
Margery G. Hughes
Robert S. James
Mark A. Zesbaugh
At the Effective Time, the executive officers of the Issuer became the
executive officers of the Surviving Corporation.
Following the Merger, the Issuer ceased to have any class of securities
either listed on any securities exchange, included in any automated quotation
system or required to be registered pursuant to the Securities Exchange Act of
1934, as amended. The Issuer terminated registration of the Common Stock under
the Securities Exchange Act of 1934, as amended.
Item 5 Interest in Securities of the Issuer.
Allianz beneficially owns 100 shares of Common Stock of the Surviving
Corporation, which constitutes 100% of the outstanding shares of Common Stock of
the Surviving Corporation. Allianz has sole power to vote or to direct the vote
and sole power to dispose or direct the disposition of all such shares.
Item 7 Material to be filed as Exhibits.
Exhibit No. Description
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1.1 Articles of Merger merging Nova with and into the Issuer
as filed with the Secretary of State of the State of
Minnesota on October 1, 1999.
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Signature
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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: October 12, 1999
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: /s/ Michael T. Westermeyer
---------------------------------
Michael T. Westermeyer
Vice President, Corporate Legal
Officer and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Articles of Merger merging Nova into the Issuer as filed
with the Secretary of State of the State of Minnesota on
October 1, 1999.
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EXHIBIT 1.1
ARTICLES OF MERGER
BY AND BETWEEN
NOVA NEW CO.
AND
LIFE USA HOLDING, INC.
THE UNDERSIGNED, Edward J. Bonach, the President of NOVA NEW CO., a
Minnesota corporation ("Nova"), and Robert W. MacDonald, the Chairman and Chief
Executive Officer of LIFE USA HOLDING, INC., a Minnesota corporation ("Life
USA"), hereby certify as follows:
1. Attached hereto as Exhibit A is the Plan of Merger (the "Plan of Merger")
providing for the merger of Nova with and into Life USA (the "Merger"). The
Plan of Merger has been adopted by the board of directors of each of Nova
and Life USA. As provided in the Plan of Merger, Life USA shall continue as
the surviving corporation under the corporate name it possesses immediately
prior to the effective time of the Merger.
2. The Plan of Merger has been approved by Nova and Life USA pursuant to
Chapter 302A of the Minnesota Statutes.
3. The Merger shall become effective upon filing of these Articles of Merger
with the Secretary of State of the State of Minnesota.
IN WITNESS WHEREOF the undersigned have duly executed this document for and
on behalf of their respective corporations on October 1, 1999.
NOVA NEW CO. LIFE USA HOLDING, INC.
By: /s/ Edward J. Bonach By:/s/ Robert W. MacDonald
-------------------------- ----------------------------
Edward J. Bonach Robert W. MacDonald
President Chairman and Chief Executive
Officer
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EXHIBIT A to
ARTICLES OF MERGER
PLAN OF MERGER
The respective boards of directors of Nova New Co., a Minnesota corporation
("Nova") and Life USA Holding, Inc., a Minnesota corporation ("Life USA"), have,
by resolutions duly adopted, approved the following provisions of this Plan of
Merger (the "Plan of Merger") as required by Chapter 302A of the Minnesota
Business Corporation Act, as amended (the "MBCA"), in connection with the merger
as herein described (the "Merger"). Nova and Life USA are sometimes collectively
referred to as the "Constituent Corporations."
SECTION 1.01. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the MBCA, at the Effective Time
(as defined in Section 1.02), Nova shall be merged with and into Life USA. As a
result of the Merger, the separate corporate existence of Nova shall cease and
Life USA shall continue as the surviving corporation of the Merger (the
"Surviving Corporation").
SECTION 1.02. Effective Time. The parties hereto shall cause the Merger to
be consummated by filing Articles of Merger (the "Articles of Merger") with the
Secretary of State of the State of Minnesota, in such form as required by, and
executed in accordance with the relevant provisions of the MBCA after the
satisfaction, or if permissible, waiver of conditions set forth in Article VI of
the Agreement and Plan of Merger dated May 17, 1999 by and among Nova, Life USA
and Allianz Life Insurance Company of North America (the "Agreement and Plan").
The parties to this Plan of Merger will cause Articles of Merger to be executed,
delivered and filed with the Secretary of State of the State of Minnesota in
accordance with the MBCA. The Merger shall become effective immediately upon
filing of the Articles of Merger. The date and time of the filing of the
Articles of Merger is hereinafter referred to as the "Effective Time."
SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in Section 302A.641 of the MBCA. Without
limiting the generality of the foregoing and subject thereto, at the Effective
Time, except as otherwise provided herein, all the property, rights, privileges,
powers and franchises of Nova and Life USA shall vest in the Surviving
Corporation and all debts, liabilities and duties of Nova and Life USA shall
become the debts, liabilities and duties of the Surviving Corporation.
SECTION 1.04. Articles of Incorporation and Bylaws. At the Effective Time,
the Articles of Incorporation of Life USA, as in effect immediately prior to the
Effective Time, shall be amended so that (i) Article III of such Articles of
Incorporation reads in its entirety as follows: "The aggregate number of shares
of common stock which this corporation shall have authority to issue is One
Hundred (100) shares, par value $.01 per share." and (ii) Article IV of such
Articles of Incorporation is deleted in its entirety. As so amended, such
Articles of Incorporation of Life USA shall be the Articles of Incorporation of
the Surviving Corporation until thereafter changed or amended as provided
therein or by applicable law. At the Effective Time, the
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By-Laws of Life USA, as in effect immediately prior to the Effective Time, shall
be amended and restated to read as did the By-Laws of Nova immediately prior to
the Effective Time, except that the name of the Surviving Corporation shall
remain unchanged. As so amended and restated, such By-Laws of Life USA shall be
the By-Laws of the Surviving Corporation until thereafter changed or amended as
provided therein or by applicable law.
SECTION 1.05. Directors and Officers. The directors of Nova at the
Effective Time of the Merger shall be the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be. The
officers of Life USA at the Effective Time of the Merger shall be the officers
of the Surviving Corporation, until the earlier of their resignation or removal
or until their respective successors are duly elected and qualified, as the case
may be.
SECTION 1.06. Conversion of Securities. As of the Effective Time, by virtue
of the Merger and without any action on the part of Nova, Life USA or the
holders of any of the securities of the Constituent Corporations:
(a) Each issued and outstanding share of common stock, par value $.01 per
share, of Nova shall be converted into one validly issued, fully paid and
nonassessable share of common stock of the Surviving Corporation.
(b) All shares of Life USA common stock , par value $.01 per share (the
"Common Stock"), that are held in the treasury of Life USA or by any wholly
owned subsidiary of Life USA and any shares of Common Stock owned by Allianz
Life Insurance Company of North America ("Allianz Life") shall be canceled and
no cash or other consideration shall be delivered in exchange therefor.
(c) Each share of Common Stock issued and outstanding immediately prior to
the Effective Time (other than shares to be canceled in accordance with the
preceding clause of this Section 1.06 and Dissenting Shares described in clause
(e) of this Section 1.06) shall be converted into the right to receive, upon
surrender of the certificate (the "Certificate") formerly representing such
shares of Common Stock, an amount of cash equal to $20.75 (the "Per Share
Amount"). All such shares of Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and each holder of a
Certificate or Certificates formerly representing any such shares shall cease to
have any rights with respect thereto, except the right to receive the cash to be
paid to such holder pursuant to this Section 1.06 (the "Merger Consideration")
upon the surrender of a Certificate or Certificates in accordance with Section
1.07 hereof.
(d) Immediately prior to the Effective Time, each option exercisable for
Common Stock ("Stock Option") which is outstanding immediately prior to the
Effective Time shall become exercisable in full (to the extent not previously
exercised), and shall be canceled and the holder thereof shall have the right to
receive upon execution and delivery to the Payment Agent of an option
termination agreement, in form and substance reasonably acceptable to Allianz
Life (which agreement shall be mailed by the Payment Agent to holders of Stock
Options promptly following the Effective Time), an amount of cash equal to the
result of (x) the Merger Consideration such holder would
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have received pursuant to this Section 1.06 had such Stock Option been exercised
immediately prior to the Effective Time less (y) the exercise price of such
Stock Option (such amount hereinafter the "Option Consideration"). The payment
of the Option Consideration, net of any withholding or other applicable taxes,
upon delivery to the Payment Agent of an option termination agreement shall be
deemed to constitute full satisfaction of all rights pertaining to such Stock
Option.
(e) Each share of the Common Stock which shall be issued and outstanding as
of the Effective Time and held by a shareholder who has not voted such shares in
favor of the Merger, who shall have delivered, prior to any vote on the Merger,
a written demand for the fair value of such shares in the manner provided in the
MBCA and who, as of the Effective Time, shall not have effectively withdrawn or
lost such right to dissenters' rights, shall not be converted into and shall not
represent the right to receive the Merger Consideration hereunder (all such
shares of the Common Stock are hereinafter called "Dissenting Shares"), but the
holders thereof shall be entitled only to such rights as are granted by the
MBCA. Life USA shall give Allianz Life prompt notice upon receipt by Life USA of
any written notice from any such shareholder of Life USA ("Dissenting
Shareholder"). Life USA agrees that prior to the Effective Time, it will not,
except with the prior written consent of Allianz Life, voluntarily make any
payment with respect to, or settle or offer to settle, any demand for
dissenters' rights. If any Dissenting Shareholder shall fail to perfect or shall
effectively withdraw or lose his or her dissenters' rights under the MBCA then,
as of the Effective Time or the occurrence of such event, such holder's shares
shall automatically be converted into and represent only the right to receive
the Merger Consideration upon surrender of the applicable Certificate(s) as
provided herein.
SECTION 1.07. Payment Agent.
(a) Exchange of Certificates. Allianz Life shall authorize a commercial
bank (or such other person or persons as shall be reasonably acceptable to
Allianz Life and Life USA) to act as Payment Agent hereunder (the "Payment
Agent"). As soon as practicable after the Effective Time, Allianz Life shall
deposit with the Payment Agent, in trust for the holders of shares of Common
Stock converted in the Merger and the holders of Stock Options an amount of cash
equal to or exceeding the aggregate Merger Consideration to be paid to holders
of Common Stock and the Option Consideration to be paid to the holders of Stock
Options pursuant to Section 1.06 hereof (such amount hereinafter the "Payment
Fund").
(b) Exchange Procedures. Allianz Life shall instruct the Payment Agent, as
soon as practicable after the Effective Time, to mail to each record holder of a
Certificate or Certificates a letter of transmittal, which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon actual delivery of the Certificates to the Payment Agent, and
shall contain instructions for use in effecting the surrender of the
Certificates in exchange for the Merger Consideration. Upon surrender for
cancellation to the Payment Agent of all Certificates held by any record holder
of a Certificate, together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive in exchange therefor a
check representing the Merger
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Consideration, and any Certificate so surrendered shall forthwith be canceled.
Holders of Stock Options shall receive payment, if any, for such Stock Options
pursuant to the procedures set forth in Section 1.06(d).
(c) Transfer Taxes; Withholding. If any Merger Consideration is to be paid
to any person other than to the person named in the Certificate surrendered in
exchange therefor, it shall be a condition of such exchange that the Certificate
so surrendered shall be properly endorsed and otherwise in proper form for
transfer and that the person requesting such exchange shall pay to the Payment
Agent any transfer or other taxes required by reason of the payment of the
Merger Consideration to a person other than to the person named in the
Certificate surrendered, or shall establish to the satisfaction of the Payment
Agent that such tax has been paid or is not applicable. Allianz Life or the
Payment Agent shall be entitled to deduct and withhold from the consideration
otherwise payable to any holder of shares of Common Stock or holder of a Stock
Option such amounts as Allianz Life or the Payment Agent is required to deduct
and withhold with respect to the making of such payment under the Internal
Revenue Code of 1986, as amended (the "Code"), or under any provision of state,
local or foreign tax law. To the extent that amounts are so withheld by Allianz
Life or the Payment Agent, such withheld amounts shall be treated for all
purposes of this agreement as having been paid to the holder of the shares of
Common Stock or the holder of a Stock Option in respect of which such deduction
and withholding was made by Allianz Life or the Payment Agent.
(d) Return of Payment Fund. Any portion of the Payment Fund which remains
undistributed for six months after the Effective Time shall be delivered to
Allianz Life, upon demand of Allianz Life, and any such former stockholders and
holders of Stock Options who have not theretofore complied with Section 1.06 and
clauses (b) and (c) of Section 1.07 hereof shall thereafter look only to Allianz
Life for payment of their claim for any Merger Consideration or Option
Consideration, as the case may be. Neither Allianz Life nor the Surviving
Corporation shall be liable to any former holder of Common Stock or holder of a
Stock Option for any cash held in the Payment Fund which is delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
(e) No Further Ownership Rights in Common Stock or Stock Options. The
payment of the Merger Consideration upon surrender of any Certificate and the
payment of Option Consideration in accordance with clause (d) of Section 1.06
shall be deemed to constitute full satisfaction of all rights pertaining to the
shares of Common Stock represented by such Certificate.
SECTION 1.08. Closing of Life USA Transfer Books. At the Effective Time,
the stock transfer books of Life USA shall be closed and no transfer of shares
of Common Stock shall thereafter be made on the records of Life USA. If, after
the Effective Time, Certificates are presented to the Surviving Corporation, the
Payment Agent, or Allianz Life, such Certificates shall be canceled and
exchanged as provided in this Plan of Merger.
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