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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)
(Amendment No. 2)
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)
Mark A. Zesbaugh Michael T. Westermeyer
Life USA Holding, Inc. Allianz Life Insurance
700 Interchange Building North Company of North America
300 South Highway 169 1750 Hennepin Avenue South
Minneapolis, MN 55426 Minneapolis, MN 55403
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with copies to:
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
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.
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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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$422,857,692* $84,572.00
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* For purposes of calculating fee only as of the record date of August 20,
1999. Assumes the purchase at $20.75 per share of 18,459,038 outstanding
shares of Issuer Common Stock and payment of $39,832,653 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
Amount Previously Paid: $870.00
Filing Parties: Life USA Holding, Inc.
Form or Registration No.: Schedule 14A
Dated Filed: September 3, 1999
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Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13e-3)
Introduction
This Amendment No. 2 to the 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 definitive 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. 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
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 or administrative
body of competent jurisdiction
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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," "Special Factors--Plans for Life USA
after the Merger" and "Special Factors--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 "Special Factors--Certain Effects of
the Merger," which information is incorporated
herein by this reference.
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Item 6. Source and Amount of Funds or Other Consideration
(a) . . . . . . . . . . . . . "Summary of Material Features of the
Merger--Financing of the Merger; Source of Funds,"
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, Timing 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,"
"Summary--Potential Benefits and Detriments of the
Merger to Unaffiliated Shareholders; Benefits to
Insiders," "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 and Acquisition Sub on the Fairness
of 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
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Allianz Life and Acquisition Sub on the Fairness
of the Merger," and "Appendix B--Opinion of
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 and Acquisition Sub on the
Fairness of 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--Potential Benefits and Detriments of the
Merger to Unaffiliated Shareholders; Benefits to
Insiders," "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 June 30, 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.
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Item 15. Person and Assets Employed, Retained or Utilized
(a), (b). . . . . . . . . . . "Summary--Opinion of Financial Advisor," "The
Special Meeting--Proxies," "Summary of Material
Features of the Merger--The Merger--Payment for
Shares," and "Summary of Material Features of the
Merger--The Merger--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).
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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 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
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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).
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 August 5, 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 June 30, 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: September 3, 1999
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Signature: /s/ Mark A. Zesbaugh
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Name and Title: Mark A. Zesbaugh
Executive Vice President
Chief Financial Officer
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Date: September 3, 1999
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Signature: /s/ Michael T. Westermeyer
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Name and Title: Michael T. Westermeyer, Corporate
Legal Officer and Secretary
NOVA NEW CO.
Date: September 3, 1999
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Signature: /s/ Michael T. Westermeyer
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Name and Title: Michael T. Westermeyer, Secretary
and Treasurer
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