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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. 6)*
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)
February 5, 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 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 5,699,118 (1)
SHARES --------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,699,118 (1)
WITH --------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,118 (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)
24.7% (based on 23,088,776 shares outstanding on January 31, 1999)
(1)
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14 TYPE OF REPORTING PERSON*
IC, CO
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(1) Does not include direct purchases over the next five years of newly issued
Common Stock from the Issuer pursuant to the Stock Purchase Agreement.
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AMENDMENT NO. 6
TO
SCHEDULE 13D
This Amendment No. 6 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 additional purchases of the Issuer's Common
Stock and an amendment to the Stock Purchase Agreement.
Item 2. Identity and Background
(a-c, f) This Amendment No. 6 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
Dr. Diethart Breipohl
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG;
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Director, AZOA
Citizenship: German
Dr. Helmut Perlet
Business Address: Koniginstrasse 28, 80802 Munich, Germany
Principal occupation: Member of the Board of Management, AZ AG
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, 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, Chief Investment Officer and Secretary,
AZOA; Executive Vice President, FFIC
Citizenship: U.S.A.
Dr. Hans Jurgen Schinzler
Business Address: 500 Lexington Avenue, New York, NY 10022
Principal occupation: Director, AZOA
Citizenship: German
Ronald M. Clark
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Business Address: 55 Green Farms Road, Westport, CT 06881
Principal occupation: Chief Operating Officer and Treasurer, AZOA
Citizenship: U.S.A.
Gary Brown
Business address: 55 Greens Farms Road, Westport, CT 06881
Principal occupation: Vice President, Managing Director Public
Securities, AZOA
Citizenship: U.S.A.
Wendell Kurtz
Business address: 55 Greens Farms Road, Westport, CT 06881
Principal occupation: Vice President, Managing Director Commericial
Properties, AZOA
Citizenship: U.S.A.
Ray Gebhardt
Business address: 55 Greens Farms Road, Westport, CT 06881
Principal occupation: 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
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Citizenship: U.S.A.
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, Mass Marketing Controller
Edward J. Bonach, Senior Vice President and Chief Financial Officer
Carol J. Buteyn, Second Vice President, Mass Marketing
Timothy W. Edelbrock, Second Vice President, Corporate Information
Systems
Shannon D. Hendricks, Second Vice President, Corporate Controller and
Treasurer
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
Carol B. Shaw, Second Vice President, Individual Marketing Actuary
Timothy J. Tongson, 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
The aggregate purchase price of the shares of Common Stock (the
"Additional Shares") purchased by Allianz as reported in Item 5(c) of this
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Schedule 13D was $10,000,006.88, which purchase was financed by working capital
funds of Allianz.
On February 5, 1999, Allianz and the Issuer entered into Amendment No.
3 to Stock Purchase Agreement to extend the period of time during which Allianz
Life may make open market purchases of up to 1,604,104 shares of Common Stock
from within one year following February 6, 1998 to two years following February
6, 1998.
Item 4. Purpose of the Transaction
As described in Amendment No. 1 to Schedule 13D, Allianz previously
purchased shares of Common Stock. In accordance with the Stock Purchase
Agreement between Issuer and Allianz, Allianz has purchased the Additional
Shares as described under Item 5(c) below (which description is incorporated in
this item by reference).
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on February 25, 1999, Allianz
beneficially owned 5,699,118 shares of Common Stock or approximately 24.7% of
the outstanding shares of Common Stock (based on 23,088,776 shares outstanding
on January 31, 1999). Pursuant to the Stock Purchase Agreement, on February 12,
1999 Allianz purchased 395,062 shares of Common Stock from the Issuer for
$10,000,006.88. The price per share for this purchase was $25.3125, which by
agreement of the parties was $1.00 less than the per share price specified by
the terms of the Stock Purchase Agreement.
(b) Allianz has sole voting power and sole dispositive power as to the
shares of Common Stock described in (a) above.
(c) Pursuant to the Stock Purchase Agreement, on February 12, 1999
Allianz purchased 395,062 shares of Common Stock from the Issuer for
$10,000,006.88. The price per share for this purchase was $25.3125, which by
agreement of the parties was $1.00 less than the per share price specified by
the terms of the Stock Purchase Agreement.
Other than the acquisition of Common Stock described above, no
transactions with respect to the Common Stock have been effected since August 4,
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.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On February 5, 1999, Allianz and the Issuer entered into Amendment No.
3 to Stock Purchase Agreement to extend the period of time during which Allianz
Life may make open market purchases of up to 1,604,104 shares of
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Common Stock from within one year following February 6, 1998 to two years
following February 6, 1998.
The term "Stock Purchase Agreement" refers to the Stock Purchase
Agreement, as so amended.
Item 7 Material to be filed as Exhibits.
Exhibit 1-Amendment No. 3 to Stock Purchase Agreement.
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: February 26, 1999
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
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AMENDMENT NO. 3
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of February 5, 1998 between
LIFE USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement dated January 13, 1998, as amended by Amendment No. 1 dated as of
January 30, 1998 and Amendment No. 2 dated as of July 15, 1998, (the "Agreement"
and all terms defined in the Agreement are used herein as defined in the
Agreement); and
WHEREAS, the parties wish to amend Section 11.2(a)(iii) of the
Agreement,
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Section 11.2(a)(iii) of the Agreement. Section
11.2(a)(iii) of the Agreement is amended in its entirety to read as follows:
"(iii) open market purchases of up to 1,604,104 shares of Common Stock
within two (2) years after the date of the Initial Closing,"
2. Full Force and Effect. Except as expressly set forth herein, the
Agreement as amended hereby shall continue in full force and effect in
accordance with its terms.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to the
principles thereof regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement, each as
of the date first above written.
LIFE USA HOLDING, INC.
By /s/Mark A. Zesbaugh
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Mark A. Zesbaugh, Executive
Vice President and Chief
Financial Officer
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/Michael T. Westermeyer
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Michael T. Westermeyer
Vice President
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