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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. 8)*
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)
April 13, 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 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)
23.0% (based on 24,725,471 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. 8
TO
SCHEDULE 13D
This Amendment No. 8 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 an amendment to the Stock Purchase Agreement.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On April 13, 1999, Allianz and the Issuer entered into Amendment No. 4
to Stock Purchase Agreement to (i) to amend Section 2.5 relating to the maximum
number of shares of Common Stock that Allianz and its affiliates may own so that
stock repurchased by the Issuer pursuant to stock repurchase programs approved
by the Issuer's Board of Directors on July 15, 1998 and April 13, 1999 (the
"Stock Repurchase Plans") will be considered outstanding for purposes of
calculating the percentage limitation and (ii) to except from the Issuer's
limitation on repurchases the Stock Repurchase Plans.
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. 4 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: April 26, 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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AMENDMENT NO. 4
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of April 13, 1999 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 to Stock
Purchase Agreement dated as of January 30, 1998, Amendment No. 2 to Stock
Purchase Agreement dated as of July 15, 1998, and Amendment No. 3 to Stock
Purchase Agreement dated as of February 5, 1999 (the "Agreement" and all terms
defined in the Agreement are used herein as defined in the Agreement); and
WHEREAS, the Company has authorized the repurchase of up to 2,500,000
shares of its Common Stock pursuant to a stock repurchase plan adopted by the
Board of Directors of the Company on April 13, 1999; and
WHEREAS, Section 2.5 of the Agreement limits the percentage ownership
by Allianz of the Company's Common Stock, and the parties wish to amend Section
2.5 to the Agreement to avoid reduction in the maximum ownership by Allianz as a
result of the April 13, 1999 stock repurchase plan; and
WHEREAS, the parties wish to amend Section 7.17(b) of the Agreement to
permit the Company to carry out the Stock Repurchase Plan,
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 of Section 2.5 of the Agreement. Section 2.5 of the
Agreement is amended by adding an additional sentence to the
end of Section 2.5 reading as follows:
"For purposes of this Section 2.5, the actual number
of issued and outstanding shares of Common Stock of
the Company with respect to which Allianz's
percentage ownership shall be determined shall be
deemed to include all Common Stock repurchased by the
Company pursuant to the stock repurchase plans
approved by the Board of Directors of the Company on
July 15, 1998 and April 12, 1999."
2. Amendment to Section 7.17 of the Agreement. Clause (b) of
Section 7.17 of the Agreement is hereby amended to read as
follows:
"(b) repurchase any shares of its Common Stock from
any of its shareholders in any calendar year in
excess of five percent (5%) of the number of shares
of Common Stock outstanding at the beginning of such
year, provided that
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this restriction on repurchase shall not apply
to the Company's repurchase of its Common Stock
pursuant to the stock repurchase plans approved by
the Board of Directors of the Company on July 15,
1998 and April 13, 1999."
3. 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.
4. 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.
5. 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/ M. 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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