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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARM FINANCIAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 63 61-1244251
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or organization) classification code number) Identification No.)
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ARM FINANCIAL GROUP, INC.
515 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(502) 582-7900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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ROBERT H. SCOTT
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
ARM FINANCIAL GROUP, INC.
515 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(502) 582-7900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
FAITH D. GROSSNICKLE, ESQ. LARS BANG-JENSEN, ESQ.
SHEARMAN & STERLING LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
599 LEXINGTON AVENUE 125 WEST 55TH STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10019-5389
(212) 848-4000 (212) 424-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-49805
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES NUMBER OF SHARES MAXIMUM OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Convertible Common Stock, par value
$.01 per share........................... 888,725 $21.5938 $19,190,950 $5,662
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(1) Reflects an increase of 1,000,000 shares of Class A Common Stock offered by
the Selling Shareholders and a decrease of 111,275 shares of Class A Common
Stock in the U.S. Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-49805)
ARM Financial Group, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (Registration No. 333-49805), as amended (including the
exhibits thereto), declared effective at approximately 10:30 a.m. on May 7, 1998
by the Securities and Exchange Commission.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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NUMBER ASSIGNED
IN REGULATION
S-K, ITEM 601 DESCRIPTION OF EXHIBIT
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5.1* Opinion of Shearman & Sterling as to the validity of the
Common Stock.
23.1* Consent of Shearman & Sterling (included in its opinion
delivered under Exhibit No. 5.1).
23.2* Consent of Ernst & Young LLP.
24.1 Powers of Attorney, filed as Exhibit 24.1 to ARM Financial
Group, Inc.'s Registration Statement on Form S-3
(Registration No. 333-49805) and incorporated by reference
herein.
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* Filed herewith.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Louisville, State of Kentucky, on May 8, 1998.
ARM FINANCIAL GROUP, INC.
By: /s/ MARTIN H. RUBY
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Name: Martin H. Ruby
Title: Chairman of the Board of
Directors and Chief
Executive Officer
(Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ MARTIN H. RUBY Chairman of the Board of Directors May 8, 1998
- --------------------------------------------------- and Chief Executive Officer
Martin H. Ruby (Principal Executive Officer) and
Director
* President -- Retail Business May 8, 1998
- --------------------------------------------------- Division and Director
John R. Lindholm
* Executive Vice President -- Chief May 8, 1998
- --------------------------------------------------- Financial Officer (Principal
Edward L. Zeman Financial Officer)
* Controller (Principal Accounting May 8, 1998
- --------------------------------------------------- Officer)
Barry G. Ward
* Director May 8, 1998
- ---------------------------------------------------
Dudley J. Godfrey, Jr.
* Director May 8, 1998
- ---------------------------------------------------
Alan E. Goldberg
* Director May 8, 1998
- ---------------------------------------------------
Robert H. Niehaus
* Director May 8, 1998
- ---------------------------------------------------
Edward D. Powers
* Director May 8, 1998
- ---------------------------------------------------
Colin F. Raymond
* Director May 8, 1998
- ---------------------------------------------------
Irwin T. Vanderhoof
*By: /s/ MARTIN H. RUBY
---------------------------------------------
Martin H. Ruby
Attorney-in-Fact
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II-2
<PAGE> 1
Exhibit 5.1
[SHEARMAN & STERLING LETTERHEAD]
(212) 848-8015
May 8, 1998
ARM Financial Group, Inc.
515 West Market Street
Louisville, KY 40202
Ladies and Gentlemen:
We are acting as counsel for ARM Financial Group, Inc., a
Delaware corporation (the "Company"), in connection with the filing today by the
Company with the Securities and Exchange Commission of a Registration Statement
(the "Abbreviated Registration Statement"), which relates to the Registration
Statement on Form S-3 (No. 333-49805), as amended (the "Registration
Statement"), and the prospectus contained in the Registration Statement (the
"Prospectus"). The Abbreviated Registration Statement and the Registration
Statement cover, collectively, the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 11,000,000 shares of the Company's
Class A Convertible Common Stock, par value $.01 per share (the "Class A Common
Stock"), to be issued and sold by certain stockholders of the Company (the
"Selling Stockholders"), plus up to an additional 1,388,725 shares of Class A
Common Stock to be sold by the Selling Stockholders to cover over-allotments
(collectively, the "Shares"). The Shares are to be purchased by certain
underwriters and offered for sale to the public (the "Offering") in the manner
set forth in the Prospectus.
In connection with the foregoing, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of such
documents and corporate and public records as we have deemed necessary as a
basis for the opinions hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
presented to us as originals and the conformity to the originals of all
documents presented to us as copies. In rendering our opinions, we have relied
as to factual matters upon certificates and representations of officers of the
Company and certificates of public officials.
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ARM 2 May 8, 1998
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(i) the Shares have been duly authorized by the Company; and
(ii) the Shares to be sold by the Selling Stockholders are
validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Abbreviated Registration Statement and to the use of our name under the
caption "Legal Matters" contained in the Prospectus. In giving this consent, we
do not thereby concede that we come within the category of persons whose consent
is required by the Securities Act or the General Rules and Regulations
promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling
SHEARMAN & STERLING
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Exhibit 23.2
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333- ) and related Prospectus of ARM Financial Group, Inc. of
our report dated February 10, 1998, with respect to the financial statements
and financial statement schedules of ARM Financial Group, Inc. included in
Amendment No. 2 to the Registration Statement (Form S-3 No. 333-49805) dated
May 6, 1998, filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference therein of our reports dated
February 10, 1998 with respect to the consolidated financial statements and
financial statement schedules of ARM Financial Group, Inc. included in the
Annual Report (Form 10-K) for 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
May 7, 1998
