<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1997 File
No. _____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE GUARANTEE LIFE COMPANIES INC.
--------------------------------------------
(Name of Registrant as specified in its charter)
DELAWARE 47-0785066
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Guarantee Centre Richard A. Spellman
8801 Indian Hills Drive Senior Vice President,
Omaha, Nebraska 68114 General Counsel and Secretary
(402) 361-7300 Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
(402) 361-7300
(Address, including zip code, (Name, address, including zip
number, including area code, of and telephone code and telephone
Registrant's principal executive number, including area code, of
offices) agent for service)
It is requested that copies of all correspondence be sent to John D. Ellsworth,
Esq., Lieben, Dahlk, Whitted, Houghton, Slowiaczek, & Jahn, P.C. 2027 Dodge
Street, Suite 100, Omaha, Nebraska 68102, telephone number 402-344-4000,
facsimile number 402-344-4006.
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, 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: [X]
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. [ ]
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: [ ]
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, as amended, or until the registration statement becomes
effective on such date as the Securities and Exchange Commission acting pursuant
to said Section 8(a) may determine.
<PAGE>
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of each Amount to be registered (1) Proposed Maximum Proposed maximum Amount of
class of offering price per aggregate offering registration fee
securities to be unit price
registered
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 36,586 Shares (2) $13.00 (3) $ 475,618 (3) $ 144.13
par value per
share 563,414 Shares (2) $24.50 (4) $13,803,643 (4) $4,182.92
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Total 600,000 Shares $14,279,261 $4,327.05
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</TABLE>
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional shares which may be
issued under the Registrant's 1994 Long Term Incentive Plan as a result of stock
splits, stock dividends or similar transactions in accordance with the
provisions of the Plan.
(2) The number of shares indicated are issuable under the Registrant's 1994
Long Term Incentive Plan.
(3) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
registration fee, based on the exercise price of the stock options at the time
of issue as indicated in the table.
(4) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the registration fee. The price per share is estimated to be $24.50
based on the average of the high ($25.00) and low ($24.00) trading prices for
the Common Stock in the NASDAQ National Market on December 4, 1997, as reported
in the Wall Street Journal on December 5, 1997.
<PAGE>
THE GUARANTEE LIFE COMPANIES INC.
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
FORM S-3 SECTIONS IN PROSPECTUS
ITEM NO. CAPTION OR REGISTRATION STATEMENT
- ---------------------- --------------------------------------------- ------------------------------------------
PART I INFORMATION REQUIRED IN PROSPECTUS
<S> <C> <C>
1 Forepart of the Registration Statement and Outside Front Cover Page
Outside Front Coverage Page of Prospectus....
2 Inside Front and Outside Back Cover Pages of Inside Front Cover Pages; Table of
Prospectus................................... Contents
3 Summary Information, Risk Factors and Ratio Risk Factors
of Earnings to Fixed Charges.................
4 Use of Proceeds.............................. Use of Proceeds
5 Determination of Offering Price.............. Plan of Distribution
6 Dilution..................................... Not Applicable
7 Selling Security Holders..................... Not Applicable
8 Plan of Distribution......................... Plan of Distribution
9 Description of Shares to be Registered....... Description of Shares; Description of Plan
10 Interests of Named Experts and Counsel....... Experts
11 Material Changes............................. Not Applicable
12 Incorporation of Certain Information by Documents Incorporated by Reference
Reference....................................
13 Disclosure of Commission Position on Indemnification
Indemnification for Securities Act
Liabilities..................................
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
14 Other Expenses of Issuance and Distribution.. Other Expenses of Issuance and
Distribution
15 Indemnification of Directors and Officers.... Indemnification of Directors and Officers
16 Exhibits..................................... Exhibits
17 Undertakings................................. Undertakings
</TABLE>
<PAGE>
SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED DECEMBER 8, 1997.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
THE GUARANTEE LIFE COMPANIES INC.
600,000 SHARES OF COMMON STOCK OFFERED BY THE COMPANY
The Guarantee Life Companies Inc.,(the "Company" or "Guarantee") is offering
600,000 shares of $.01 par value Common Stock (the "Common Stock" or "Shares")
issuable pursuant to the Company's 1994 Long Term Incentive Plan (the "Plan") by
the exercise of options granted pursuant thereto or otherwise by issue of
restricted stock or performance shares.
SEE "RISK FACTORS" FOR REFERENCE TO CERTAIN MATERIAL RISKS IN CONNECTION WITH
THE COMPANY WHICH PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO PURCHASING THE
SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REFERENCE TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Price Per Share Total Number of Shares Aggregate Offering Proceeds to Company
Price
<S> <C> <C> <C> <C>
Shares Offered by $13.00(1) 36,586(1) $475,618(1) $475,618(1)(3)
the Company
0(2) 563,414(1) 0(2) 0(2)
==============================================================================================================================
Total 600,000(1) $475,618(2) $475,618(2)(3)
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</TABLE>
(1) The Shares are offered by the Company pursuant to its 1994 Long Term
Incentive Plan. See "Description of Shares."
(2) Under the Plan, the Company is presently entitled to issue all of the
563,414 Shares as either "Restricted Stock" (not legended but subject to
forfeiture)or as Shares issued upon the exercise of options subject to
forfeiture granted under the Plan. The Company is also permitted to issue
approximately 12 percent of all Shares subject to the Plan as "Performance
Shares." The Company receives no compensation for any Performance Shares or
Restricted Stock that it issues pursuant to the Plan. See "Description of Plan."
Accordingly, the potential issuance of all of the 563,414 Shares as Restricted
Stock or as a combination of Restricted Stock and Performance Shares would
produce no funds for the Company.
(3) Proceeds to the Company do not reflect deduction of offering expenses
estimated to total $40,000. No underwriting discounts or commissions will be
paid by the Company. If all of the Shares are issued, of which there can be no
assurance, the minimum proceeds to the Company would total approximately
$435,618 in cash. The maximum proceeds cannot be determined at this time. See
"Use of Proceeds."
The date of this Prospectus is December _____ 1997.
<PAGE>
AVAILABLE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("the 1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, and at the
following Regional Offices of the Commission: in Chicago, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and in New York, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can be
obtained at prescribed rates by written request and addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company and the address of such
Web site is (http://www.sec.gov). The Company's Common Stock is listed on the
NASDAQ NMS and its reports, proxy statements and other information can be
inspected and copied at such exchange.
The Company provides annual reports, including audited financial
statements, to its shareholders on request and as required under the 1934 Act.
The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended,
with respect to the Common Stock offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto.
For further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the exhibits
filed or incorporated as a part thereof, copies of which can be inspected at, or
obtained at prescribed rates from, the Public Reference Section of the
Commission at the address set forth above.
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference: (1) Annual Report on Form 10-K
for the fiscal year ended December 31, 1996; (2) Registration Statement 33-92992
on Form S-1 including the Prospectus dated December 19, 1995 which was filed
therewith registering for sale 2,500,000 shares of the Company's Common Stock,
including any amendments or reports filed for the purpose of updating such
registration; (3) Registration Statement 33-17863 on Form S-8 which was filed on
December 13, 1996 registering for sale a total of 1,835,828 shares of the
Company's Common Stock to be issued pursuant to its 1994 Long Term Incentive
Plan, its Directors Stock Incentive Plan or its Thrift Savings Plan and Trust,
respectively; and (4) all other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d)of the 1934 Act after the date hereof and
prior to the termination of the offering of the Shares, which documents shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that statements contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any and all documents
incorporated by reference herein (not including exhibits to those documents,
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates). Requests for such documents
should be directed to The Guarantee Life Companies Inc., Guarantee Centre, 8801
Indian Hills Drive, Omaha, Nebraska 68114, telephone (402) 361-7300.
THE COMPANY
The Guarantee Life Companies Inc. is a Delaware corporation
incorporated on November 28, 1994, in anticipation of and for the sole purpose
of facilitating the demutualization of Guarantee Mutual Life Company, a mutual
life insurance company organized in Nebraska in 1901. On December 26, 1995,
Guarantee Mutual Life Company was converted to a stock life insurance company
renamed Guarantee Life Insurance Company ("Guarantee Life"), and became a
wholly-owned subsidiary of the Company. Guarantee Life provides group life and
health insurance to employers and other groups and life insurance and annuities
for individuals. The Company's principal business operations are conducted by
Guarantee Life, which is authorized to transact life and health insurance in 48
states and the District of Columbia. Guarantee Life's principal executive
offices are located at Guarantee Centre, 8801 Indian Hills Drive, Omaha,
Nebraska 68114, telephone (402) 361-7300.
Any changes in the Company's affairs which have occurred since the end
of the latest fiscal year for which audited financial statements were included
in the Company's latest Annual Report incorporated herein by reference are
described in subsequent reports on Form 10-Q or Form 8-K which are also
incorporated herein by reference.
THE OFFERING
Pursuant to this Prospectus, the Company is offering 600,000 Shares of
Common Stock pursuant to its 1994 Long Term Incentive Plan (the "Plan").
<PAGE>
RISK FACTORS
State Health Care Legislation
- -----------------------------
A number of the states in which Guarantee does business have enacted
or proposed small group health care insurance reform legislation containing
limitations on underwriting and rating practices. Generally, underwriting
practice reforms have included (i) requiring employee groups to be accepted or
rejected for coverage as one unit, (ii) prohibiting termination of coverage
based on medical conditions, (iii) prohibiting the use by insurers of ineligible
industry lists, (iv) requiring portability of insurance by prohibiting insurers
from excluding coverage for a pre-existing condition of a new employee of an
existing employer group under certain conditions and (v) requiring "guarantee
issue," which mandates coverage issuance regardless of medical risk.
NAIC Model Stop Loss Insurance Act
- ----------------------------------
The National Association of Insurance Commissioners (the "NAIC") has
adopted a model act that would limit the extent of excess loss insurance
available to employers who self-fund employee health plans in any state that
enacts the model act. States are not required to enact the model act. The
model act suggests that states enact a minimum individual stop loss deductible
(the employer's maximum liability for each employee's annual medical costs) of
$20,000, although the model act provides that states may adjust the minimum
deductible to reflect their medical cost experiences. Management believes that
the enactment of the model act by a state with a $20,000 minimum deductible
would discourage most small and mid-size employers (which includes Guarantee's
target market) in that state from self-funding their medical plans and,
accordingly, would have a material adverse effect on Guarantee's excess loss
business in that state.
Cyclicality of Group Health Insurance Industry
- ----------------------------------------------
The group health insurance industry has historically been subject to
pricing and profitability cycles that are driven by competitive price pressures
within the industry. Although the length and severity of the cycles have
varied, they have averaged approximately six years and generally have been
characterized by three years of profitability followed by three years of
declining profitability or losses. Historical trends suggest that a cyclical
downturn for the industry should have begun in 1992. Management believes that
this historical pattern did not materialize at that time due to a number of
factors, including the increased pressure on health care providers to contain
medical costs resulting from the possibility of health care reform and the
participation of more employers in medical plans with cost containment
provisions. However, management believes that a new downward cycle started in
late 1994 as group health insurers either reduced premium rates or failed to
implement normal rate increases, and accepted greater risks to maintain market
share in the face of increased competition from managed care providers.
Management believes that the competitive pressures inherent in this downturn
have prevented Guarantee from obtaining appropriate rate increases on its excess
loss product.
Variations in Claims Experience
- --------------------------------
An insurance company's earnings significantly depend upon the claims
paid under its insurance contracts and will vary from period to period depending
upon the amount of claims incurred in the relevant periods. Further, while
claims will generally track actuarial estimates over the long term, there is
limited predictability within any given month or year. As a result, it is
anticipated that Guarantee's financial results (and, accordingly, the trading
price of the Common Stock) may vary from period to period and that such
variations may be material in any given period. However, the net impact of
such claims variations over longer periods of time generally is expected to
moderate.
Importance of Ratings
- ---------------------
Ratings have become an increasingly important factor in establishing
the competitive position of insurance companies. Guarantee Life is rated "A
(Excellent)" by A.M. Best, A.M. Best's third highest rating of 13 ratings
assigned to solvent insurance companies, which currently range from "A++
(Superior)" to "D (Very Vulnerable)." Publications of A.M. Best indicate that
the "A" rating is assigned to those companies that in A.M. Best's opinion have
achieved excellent overall performance when compared to the standards
established by A.M. Best and have demonstrated a strong ability to meet their
obligations to policy holders over a long period of time. A.M. Best's ratings
reflect its opinion of an insurance company's financial strength, operating
performance and ability to meet its obligations to policyholders and are not
evaluations directed to purchasers of the company's securities. In June 1993,
A.M. Best lowered its rating of Guarantee Life from "A (Superior)" to its
current rating of "A (Excellent)." In its letter to Guarantee Life, A.M. Best
cited Guarantee Life's dependence on its group life and health business for the
majority of its earnings as the primary reason for the adjustment, noting that
the individual insurance business has not yet achieved the critical mass or
level of profitability which would reduce Guarantee's dependence on its group
insurance business and the marketing performance of its individual insurance
business. Guarantee Life's ability to maintain its rating by A.M. Best may
depend on its ability to implement successfully its business strategy,
including, among other things, improving the profitability of its group
insurance business and the marketing performance of its individual insurance
business.
Competitive Environment
- ------------------------
Guarantee competes with a large number of other insurers, managed care
providers and non-insurance financial services companies, such as banks, broker-
dealers and mutual funds, many of whom have greater financial resources, offer
alternative products and, with respect to other insurers, have higher ratings
<PAGE>
than Guarantee. Competition exists for employer groups, individual consumers
and agents and other distributors of insurance products. Most currently insured
employer groups are underwritten on an annual basis, and employers may seek
competitive quotations from several sources prior to renewal. National banks,
with their preexisting customer bases for financial services products, may pose
increasing competition in the future to insurers who sell annuities, including
Guarantee, as a result of the United States Supreme Court's 1994 decision in
NationsBank of North Carolina v. Variable Annuity Life Insurance Company, which
- ------------------------------------------------------------------------
permits national banks to sell annuities in certain circumstances. Guarantee
may also face increased competition with respect to non-medical group products
as other group health insurers enter these markets to diversity their
businesses.
Investment Portfolio Exposure
- -----------------------------
Guarantee's investment portfolio consists primarily of investment
grade fixed maturity securities. The fair value of these and Guarantee's other
invested assets fluctuates depending on general economic and market conditions
and the interest rate environment. In general, the market value of Guarantee's
fixed maturity securities portfolio increases or decreases in inverse
relationship with fluctuations in interest rates, and the rate of change of
Guarantee's net investment income increases or decreases in direct relationship
with interest rate changes. Guarantee manages interest rate risks through
duration guidelines for its investment portfolio and, in limited cases, through
derivatives, which are used only as a hedge against the effects of interest rate
fluctuations. Guarantee may, from time to time, for business, regulatory or
other reasons, elect or be required to sell certain of its investments at a time
when their fair values are less than their original cost, resulting in realized
capital losses, which would reduce net income.
Exposure to Withdrawals and Surrenders
- --------------------------------------
Guarantee's contractual obligations include payments of surrender
benefits, contact withdrawals, claims under outstanding insurance policies and
annuities, and policy loans. The contractual terms of substantially all of
Guarantee's in force life insurance policies and annuities give the holders the
right to surrender the policies and annuities, although many of these contracts
impose penalties for early surrenders.
Insurance Regulation
- --------------------
Guarantee Life is subject to regulation by state regulators under the
insurance laws of states in which it conducts business, including Nebraska (its
domicilliary state). The purpose of such regulation is primarily to provide
safeguards for policyholders rather than to protect the interests of
stockholders. The insurance laws of the various states establish regulatory
agencies with broad administrative powers, including, among others, the
authority to grant or revoke operating licenses and to regulate trade practices,
investments, premium rates, deposits of securities, the form and content of
financial statements and insurance policies, accounting practices and the
maintenance of specified reserves and capital.
The insurance regulatory framework has been subject to increasing
scrutiny by the National Association of Insurance Commissioners (NAIC), state
legislatures and regulators and Congress. The NAIC and state regulators have
from time to time reexamined laws and regulations, with an emphasis on insurance
company investment and solvency issues. State legislatures have considered or
enacted legislative proposals that alter, and in many cases increase, state
authority to regulate insurance companies. In recent years, various legislative
proposals have been introduced in Congress that called for the federal
government to assume some role in the regulation of the insurance industry;
however, to date none of those proposals has been enacted.
USE OF PROCEEDS
Any net cash proceeds received by the Company will be used for
general corporate purposes.
DETERMINATION OF OFFERING PRICE
The option price for each grant of an option under the Plan shall be
determined by a committee of directors appointed by the Company's Board of
Directors ("Plan Committee"), provided however, in every case, the option price
shall not be less than 100% of the fair market value of a Share on the date the
option is granted. The price of Restricted Stock and Performance Shares issued
under the Plan is the fair market value of such Shares on the date of grant and
no consideration is paid to the Company as to such Shares.
DESCRIPTION OF PLAN
On December 15, 1994, the Company's Board of Directors adopted, and
Guarantee Life, as sole shareholder of the Company, approved, the Plan. Under
the Plan:
(i) the Plan Committee which is responsible for administering the Plan, is
authorized to grant incentive and nonqualified stock options,
performance shares and, under limited circumstances, restricted stock
to officers and other key employees of the Company and its
subsidiaries ("Eligible Employees");
<PAGE>
(ii) the Plan Committee is authorized to grant nonqualified stock options
to individuals who service and sell the products issued by Guarantee
Life and its subsidiaries, but who are not employees of either
Guarantee Life or a subsidiary (the "Agents"); and
(iii) nonqualified stock options will be granted to nonemployee directors
of the Company (the "Eligible Directors") at the times and subject to
the conditions set forth in the Plan.
The number of grantees may vary from year to year. No award may be granted
under the Plan following the fifth anniversary of the Effective Date (i.e.,
December 26, 1995).
The maximum number of Shares that may be issued under the Plan (the
"Authorized Shares") is 1,345,828. Of this total, 745,828 were previously
registered by the Company by Registration Statement 33-17863 on Form S-8 which
was filed on December 13, 1996. The Shares issued pursuant to the Plan may be
unissued shares or treasury shares. If there is a stock split, stock dividend,
recapitalization or other relevant change affecting the Common Stock,
appropriate adjustments will be made in the number and class of Shares that may
be awarded under the Plan in the future and in the number and class of Shares
and price under all outstanding grants made before the event. If Shares under a
grant are not issued, those Shares will again be available for inclusion in
future grants. Payment of cash in lieu of Shares generally will not be
considered an issuance of shares of Common Stock for purposes of the Plan.
The Company's Board of Directors has designated the Compensation
Committee of the Company Board of Directors as the Plan Committee. The Plan
Committee has authority to administer the Plan, including the authority to
determine which Eligible Employees and Agents will receive awards, and for what
number of Shares, to establish the terms and conditions of the awards for
Eligible Employees and Agents in accordance with the provisions of the Plan, to
interpret and construe the terms of the Incentive Plan and to establish rules
and procedures for the administration of the Plan.
Grants Under the Plan.
- -----------------------
Stock Options. The Plan Committee may grant nonqualified options to
--------------
Eligible Employees and Agents and options qualifying as incentive stock options
under the Internal Revenue Code to Eligible Employees for such number of Shares
as the Plan Committee shall determine, provided that, in any 12-month period, no
Eligible Employee may receive option grants for a number of Shares equal to or
greater than 2% of the total number of shares of Common Stock issued and
outstanding as of the Effective Date. The term of each option granted to an
Eligible Employee or Agent will be fixed by the Plan Committee, but may not
exceed 10 years from the date of grant. The Plan Committee will determine the
time or times at which each such option may be exercised; provided, however, (i)
in no event may any option granted under the Plan be exercised prior to the date
in which a registration statement relating to the Shares underlying the option
is effective, and (ii) in no event may any option granted under the Plan to a
key employee or officer of the Company or its affiliates or subsidiaries be
disposed of (other than upon exercise of the option) or Shares underlying the
option be disposed of prior to six months following the date the option is
granted. Options granted to an Eligible Employee or Agent may be made
exercisable in installments, and the exercisability of options may be
accelerated by the Plan Committee.
On the last day of each year, beginning in 1996 (i.e., the year after the
year in which the Effective Date occurs) and continuing for three years, each
Eligible Director then in office shall automatically be granted a nonqualified
stock option for the greatest number of whole Shares of Common Stock having an
aggregate fair market value on the date of grant equal to or less than $5,000.
The option price of any nonqualified stock option or incentive stock option
granted under the Incentive Plan will be at least equal to the fair market value
of the underlying Common Stock on the date of grant. To exercise an option, the
grantee may pay the option price in cash or its equivalent or by delivering
previously owned shares of Common Stock.
Unless otherwise determined by the Plan Committee, in the event of
termination of employment or service or cessation of Board membership (i) by
reason of retirement, any option held by the terminated Eligible Employee, Agent
or Eligible Director (or the beneficiary or legal representative of any such
person) that has been outstanding for at least six months may thereafter be
exercised in full for a period of three years following retirement or (ii) by
reason of long-term disability or death, any option held by the terminated
Eligible Employee, Agent or Eligible Director (or the beneficiary or legal
representative of any such person) may thereafter be exercised in full for a
period of one year following termination, subject in each case to the stated
term of the option. In the event of a grantee's termination of employment or
service or cessation of Holding Company Board membership for any reason other
than retirement, disability or death, any option held by the Eligible Employee,
Agent or Eligible Director will be forfeited to the extent not exercised, unless
in the case of an Eligible Employee, the Plan Committee shall authorize an
extended period of exercisability (not to exceed one year).
Performance Share Grants. The Plan Committee may award to any
-------------------------
Eligible Employee Shares of Common Stock that shall be restricted as to transfer
and subject to forfeiture unless and until (i) the Eligible Employee completes
10 years of continuous service after the grant date or (ii) such earlier time
that performance goals established by the Plan Committee with respect to such
award have been attained, in whole or in part ("Performance Shares"). The
maximum number of Shares that may be issued as Performance Shares is 12.33% of
the Authorized Shares.
<PAGE>
Each Performance Share award will preclude the grantee from
transferring or otherwise disposing of such Shares prior to the date they vest
(the "Vesting Period"). During the Vesting Period, any dividends paid on such
Performance Shares will be held by the Company and be subject to forfeiture on
the same terms and conditions as apply to the Performance Shares.
Unless otherwise determined by the Plan Committee, in the event of
termination of an Eligible Employee's employment prior to the end of the Vesting
Period by reason of retirement, long-term disability or death, the Plan provides
that a grantee shall vest in an aggregate number of Performance Shares, which is
equal to the remainder of (i) the product of (A) the total number of Performance
Shares granted and (B) the percentage determined by dividing the number of full
years that have elapsed since the date the Performance Shares were granted by 10
minus (ii) any Performance Shares that have vested prior to the date of the
grantee's termination of employment. In the event of an Eligible Employee's
termination of employment for any reason other than retirement, long-term
disability or death, any unvested Performance Shares held by the Eligible
Employee will be forfeited, unless the Plan Committee authorizes accelerated
vesting in cases other than a termination for cause.
Restricted Stock Grants. The Plan Committee may also award restricted
------------------------
Shares of Common Stock to induce a person to continue employment with the
Company or one of its subsidiaries. The restricted Shares will be subject to
forfeiture until the Eligible Employee completes a period of service to be
determined by the Plan Committee. The Plan Committee may impose such other
restrictions or conditions on an award of restricted Shares, including
provisions which accelerate the vesting of such Shares upon the achievement of
specific performance goals. The grantee cannot dispose of the Shares prior to
the expiration of the restriction period. During the restricted period, the
grantee will generally have all the rights of a stockholder, including the right
to vote the Shares and receive the dividends. Unless otherwise provided by the
Plan Committee, in the event a grantee's employment is terminated by reason of
death or long-term disability, such grantee's restricted stock grant shall vest
on a pro rata basis calculated by dividing the number of full months from the
date of grant to the date of such termination by the number of total months in
the restriction period. If the grantee's employment is terminated for any other
reason, all nonvested Shares of restricted stock shall be forfeited.
Other Information. The Company's Board of Directors may amend,
------------------
terminate or modify the Plan at any time but such amendment, termination or
modification shall not affect any award previously granted under the Plan
without the written consent of the grantee. Any proposed amendment which would
(i) materially increase the number of Authorized Shares, (ii) materially modify
the requirements as to the eligibility under the Plan of any person who is a
reporting person under Section 16(a) of the Exchange Act with respect to the
Company or (iii) cause the members of the Plan Committee to lose their status as
disinterested directors under Rule 16b-3, as promulgated under the Exchange Act,
will be subject to the approval of the Company's stockholders. The Plan
Committee may amend the term of any award or option theretofore granted,
retroactively or prospectively, but no such amendment shall adversely affect any
such award or option without the grantee's consent.
Federal Income Tax Aspects. The following is a brief summary of the federal
- ---------------------------
income tax consequences of awards made under the Plan based upon the federal
income tax laws in effect on the date hereof. This summary is not intended to
be exhaustive and does not describe state or local tax consequences.
Incentive Stock Options. No taxable income is realized by the grantee
------------------------
upon the grant or exercise of an Incentive Stock Option (an "ISO"). If a
grantee does not sell the stock received upon the exercise of an ISO ("ISO
Shares") for at least two years from the date of grant and within one year from
the date of exercise, when the ISO Shares are sold any gain or loss realized
will be treated as long-term capital gain or loss. In such circumstances, no
deduction will be allowed to the grantee's employer for federal income tax
purposes.
If ISO Shares are disposed of prior to the expiration of the holding
periods described above, the grantee generally will realize ordinary income at
that time equal to the lesser of the excess of the fair market value of the
shares at exercise over the price paid for such ISO Shares or the actual gain on
the disposition. The grantee's employer will generally be entitled to deduct
any such recognized amount. Any further gain or loss realized by the grantee
will be taxed as short-term or long-term capital gain or loss. Subject to
certain exceptions for disability or death, if an ISO is exercised more than
three months following the termination of the grantee's employment, the ISO will
generally be taxed as a nonqualified stock option.
Nonqualified Stock Options. No income is realized by the grantee at the
---------------------------
time a nonqualified stock option is granted. Generally upon exercise of a
nonqualified stock option, the grantee will realize ordinary income in an amount
equal to the difference between the price paid for the Shares and the fair
market value of the Shares on the date of exercise. The grantee's employer will
generally be entitled to a tax deduction in the same amount and at the same time
as the grantee recognizes ordinary income. Any appreciation or depreciation
after the date of exercise will be treated as either short-term or long-term
capital gain or loss, depending upon the length of time that the grantee has
held the Shares.
Performance Shares and Restricted Stock. A grantee receiving Performance
----------------------------------------
Shares or restricted stock generally will recognize ordinary income in the
amount of the fair market value of the restricted stock at the time the stock is
no longer subject to forfeiture, less any consideration paid for the stock. The
grantee's employer will generally be entitled to a deduction at the same time
and in the same amount. The holding period to determine whether the grantee has
long-term or short-term capital gain or loss on a
<PAGE>
subsequent sale generally begins when the restriction period expires, and the
grantee's tax basis for such Shares will generally equal the fair market value
of such Shares on such date.
A grantee may elect, under Section 83(b) of the Internal Revenue Code,
within 30 days of the grant of the Performance Shares or restricted stock, to
recognize taxable ordinary income on the date of grant equal to the excess of
the then fair market value of such Shares (determined without regard to the
applicable restrictions) over the purchase price, if any, of the Performance
Shares or restricted stock. By reason of such an election, the grantee's
holding period will commence on the date of grant and the grantee's tax basis
will be equal to the fair market value of the Shares on that date (determined
without regard to the applicable restrictions). Likewise, the grantee's
employer generally will be entitled to a deduction at that time in the amount
that is taxable as ordinary income to the grantee. If Performance Shares or
Shares of restricted stock are forfeited after making such an election, the
grantee will be entitled to a deduction, refund or loss for tax purposes only in
an amount equal to the purchase price of the forfeited Shares regardless of
whether he made a Section 83(b) election.
Section 162(m). Awards paid to certain executive officers may be
---------------
subject to the limitations under Section 162(m) of the Internal Revenue Code
that prohibit the deduction of certain compensation paid in excess of $1,000,000
in any taxable year. The Company believes that compensation payable pursuant to
options granted under the Incentive Plan should not be limited as to
deductibility by reason of Section 162(m) and that compensation payable in
respect of other awards may fail to be deductible for federal income tax
purposes unless such awards qualify for certain exemptive relief that may be
available for grants made prior to the first meeting of stockholders of the
Company at which directors are elected in 1999.
DESCRIPTION OF SHARES
The Company is authorized to issue up to 30,000,000 Shares, of which
600,000 Shares may be issued pursuant to this offering. The Shares have a $.01
par value. As of November 30, 1997, 8,937,512 Shares were issued and
outstanding.
Each Share is entitled to participate ratably in dividends when and if
declared by the Directors and in the distribution of assets of the Company upon
liquidation. Each Share is entitled to one vote and will be fully paid and
nonassessible by the Company when the Share is issued and paid for. The Shares
are not subject to redemption by the Company. The Shares have no preemptive
rights (which are intended to ensure that a Shareholder maintains the same
ownership interest (on a percentage basis) before and after the issue of
additional Shares by the Company). The Shares do not have cumulative voting
under Delaware law for the election of Directors. Other than shares of the
Company's common stock the Company currently does not intend to issue any
securities other than the Shares, although it may do so from time to time in
either public or private distributions.
The Shares are listed on NASDAQ. The Directors may determine at a
later date to list the Shares on a different national securities exchange, but
no decision has yet been made to do so.
PLAN OF DISTRIBUTION
The Company is offering Shares pursuant to the Plan. No underwriter
or placement agent has been engaged to assist the Company in this regard and no
commissions or similar compensation will be paid to any party.
LEGAL MATTERS
The federal income tax issues involved with the issuance of the
600,000 Shares of Common Stock being offered hereby has been passed upon for the
Company by Lieben, Dahlk, Whitted, Houghton Slowiaczek & Jahn, P.C., 2027 Dodge
Street, Suite 100, Omaha, Nebraska, 68102.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by KPMG Peat
Marwick LLP independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
INDEMNIFICATION
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify directors, officers and controlling persons of the
corporation who are parties to or are threatened to be made parties to actions,
suits or proceedings, whether civil, criminal, administrative or investigative,
by reason of such status. The Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify directors, officers and
employees to the full extent permitted by Section 145, and the Company's Amended
and Restated Bylaws similarly provide for such indemnification. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Registrant
under Delaware law, the Company's Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
<PAGE>
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
TABLE OF CONTENTS
Available Information; Documents Incorporated
by Reference.........................................1
The Company..................................................2
The Offering.................................................2
Risk Factors.................................................3
Use of Proceeds..............................................3
Determination of Offering Price..............................3
Description of Plan..........................................3
Description of Shares........................................5
Plan of Distribution.........................................6
Legal Matters................................................6
Experts......................................................6
Indemnification..............................................6
THE GUARANTEE LIFE COMPANIES INC.
600,000
Shares
------------
of Common Stock
PROSPECTUS
December ____, 1997
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows all expenses of the offering.
SEC filing fee $ 4,327.05
Blue Sky legal and filing fees $15,000.00
Legal fees and expenses $15,000.00
Accounting fees and expenses $ 2,000.00
Miscellaneous $_________
___________
Total $
All amounts listed above, except for the registration fee, are
estimates. All expenses itemized above will be paid by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides with regard to Indemnification of directors and officers as follows:
Section 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE. (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
on the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
II-1
<PAGE>
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Article V of the Registrant's Amended and Restated Bylaws provides with
regard to indemnification of director and officers as follows:
"ARTICLE V
INDEMNIFICATION
Section 5.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer or employee of another corporation
(including Guarantee Life Insurance Company) or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 5.2 of this Article V with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section 5.1 of this Article V shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); and provided, further,
that, if the General Corporation Law of the State of Delaware requires it, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without
II-2
<PAGE>
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this Article V or otherwise (hereinafter an "undertaking").
Section 5.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 5.1
of this Article V is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be 20 days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole
or part in any such suit or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has not met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expense pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expense under this Article V or otherwise
shall be on the Corporation.
Section 5.3. NONEXCLUSIVITY OF RIGHTS. The rights of indemnification and to
the advancement of expenses conferred in this Article V shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, provision of the Restated Certificate of Incorporation, bylaw,
contract, agreement, vote of stockholders or disinterested directors or
otherwise.
Section 5.4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.
Section 5.5. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
V or as otherwise permitted under the General Corporation Law of the State or
Delaware with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.
Section 5.6. INDEMNIFICATION CONTRACTS. The Board of Directors is authorized
to enter into a contract with any director, officer, employee or agent of the
Corporation or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines, greater than those provided for in this Article V.
Section 5.7. EFFECT OF AMENDMENT. Any amendment, repeal or modification of
any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification."
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides with regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:
* * * *
7) A provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under section 174 of this Title, or (iv) for
II-3
<PAGE>
any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date a director shall also be deemed to
refer (x) to a member of the governing body of a corporation which is not
authorized to issue capital stock, and (y) to such other persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
subsection (a) of (S) 141 of this title, exercise or perform any of the powers
or duties otherwise conferred or imposed upon the board of directors by this
title."
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides with regard to limitation of liability of directors and
officers as follows:
"ARTICLE VIII
Section 1. A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (a) for any breach of his duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derives an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended after the
filing of this Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.
Section 2. Any repeal of modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such repeal
or modification."
The Registrant maintains a director and officer insurance policy which
insures the directors and officers of the Registrant against damages, judgments,
settlements and costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as directors and officers.
ITEM 16. EXHIBITS. The following is a complete list of exhibits filed as part
of this Registration Statement, which exhibits are filed herewith or
incorporated by reference herein (Exhibit numbers correspond to the numbers in
the Exhibit Table of Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
Exhibit
Number Title Method of filing
------ ----- ----------------
<S> <C> <C>
3(a) Amended and Restated Certificate of Incorporation Incorporated by reference to the
of the Registrant. Registrant's Form 10-K for the fiscal
year ended December 31, 1995 (Commission
File No. 0-27688).
3(b) Amended and Restated Bylaws of the Registrant. Incorporated by reference to the
Registrant's Form 10-K for the fiscal
year ended December 31, 1995 (Commission
File No. 0-27688).
4(a) Form of Certificate of the Registrant's Common Incorporated by reference to Amendment
Stock, par value $0.01 per share. No. 3 to the Registrant's Registration
Statement on Form S-1 (Commission File
No. 33-92992 filed with the Commission
on October 11, 1995).
4(b) The Registrant's 1994 Long Term Incentive Plan Incorporated by reference to the
Registrant's Registration Statement on
Form S-1 (Commission File No. 33-92992
filed with the Commission on June 1,
1995).
4(c) Amendment No. 1 to the Registrant's 1994 Long Incorporated by reference to Amendment
Term Incentive Plan No. 7 to the Registrant's Registration
Statement on Form S-1 (Commission File
No. 33-92992 filed with the Commission
on December 12, 1995).
4(d) Amendment No. 2 to the Registrant's 1994 Long Incorporated by reference to the
Term Incentive Plan. Registrant's Registration Statement on
Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Title Method of filing
- ------ ----- ----------------
<S> <C> <C>
4(e) Form of the Incentive Stock Option Agreement Incorporated by reference to the
under the Registrant's 1994 Long Term Incentive Registrant's Registration Statement on
Plan. Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
4(f) Form of the Nonqualified Stock Option Agreement Incorporated by reference to the
under the Registrant's 1994 Long Term Incentive Registrant's Registration Statement on
Plan. Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
5 Opinion and Consent of Richard A. Spellman as to Filed herewith.
legality of securities being registered.
8 Opinion of Lieben, Dahlk, Whitted, Houghton, Filed herewith.
Slowiaczek & Jahn, P.C. as to tax matters,
including consent.
23(a) Consent of KPMG Peat Marwick LLP. Filed herewith.
23(b) Consent of Lieben, Dahlk, Whitted, Houghton, Included in Exhibit 8.
Slowiaczek & Jahn, P.C.
24(a)-(k) Powers of Attorney. Filed herewith.
</TABLE>
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) For the purpose of determining liability under the Securities Act
of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered and the offering of the securities at
that time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities remaining unsold at the termination of the offering.
B. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act of
1933 may be permitted to directors, officers and controlling persons of the
issuer pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities other
than the payment by the registrant of the expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, (suit or proceeding) is asserted by the director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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 of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf, thereunto duly authorized in the City of
Omaha, State of Nebraska, on December 8, 1997.
II-5
<PAGE>
THE GUARANTEE LIFE COMPANIES INC.
By: /s/ Richard A. Spellman
--------------------------------
Richard A. Spellman
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following parties in the
capacities as of December 8, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Robert D. Bates* Chairman of the Board, Director,
- -------------------------------- President and Chief Executive Officer
Robert D. Bates (Principal Executive Officer)
/s/ William L. Bauhard Senior Vice President and Chief
- -------------------------------- Financial Officer (Principal
William L. Bauhard Financial Officer)
/s/ David L. Bomberger Senior Vice President Finance and
- -------------------------------- Treasurer (Principal Financial
David L. Bomberger Officer)
/s/ Brett L. Frevert Vice President Financial Reporting
- --------------------------------- (Principal Accounting Officer)
Brett L. Frevert
/s/ Clyde R. Bell* Director
- ---------------------------------
Clyde R. Bell
/s/ John R. Cochran* Director
- ---------------------------------
John R. Cochran
/s/ Theodore C. Cooley* Director
- ---------------------------------
Theodore C. Cooley
/s/ Thomas T. Hacking* Director
- ----------------------------------
Thomas T. Hacking
/s/ James M. McClymond* Director
- ----------------------------------
James M. McClymond
/s/ Bernard W. Reznicek* Director
- -----------------------------------
Bernard W. Reznicek
/s/ Adrian J. Scribante* Director
- -----------------------------------
Adrian J. Scribante
/s/ Janice D. Stoney* Director
- -----------------------------------
Janice D. Stoney
/s/ William F. Welsh, II* Director
- -----------------------------------
William F. Welsh, II
/s/ Lee M. Gammill, Jr.* Director
- -----------------------------------
Lee M. Gammill, Jr.
/s/ Richard A. Spellman
__________________________________
* By Richard A. Spellman, Richard A. Spellman as attorney in fact for
as attorney in fact the individuals as indicated.
</TABLE>
II-6
<PAGE>
GUARANTEE LIFE COMPANIES INC.
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM S-3
<TABLE>
<CAPTION>
Exhibit
Number Title Method of filing
----- ----- ----------------
<S> <C> <C>
3(a) Amended and Restated Certificate of Incorporation Incorporated by reference to the
of the Registrant. Registrants Form 10-K for the fiscal
year ended December 31, 1995 (Commission
File No. 0-27688).
3(b) Amended and Restated Bylaws of the Registrant. Incorporated by reference to the
Registrant's Form 10-K for the fiscal
year ended December 31, 1995 (Commission
File No. 0-27688).
4(a) Form of Certificate of the Registrant's Common Incorporated by reference to Amendment
Stock, par value $0.01 per share. No. 3 to the Registrant's Registration
Statement on Form S-1 (Commission File
No. 33-92992 filed with the Commission
on October 11, 1995).
4(b) The Registrant's 1994 Long Term Incentive Plan. Incorporated by reference to the
Registrant's Registration Statement on
Form S-1 (Commission File No. 33-92992
filed with the Commission on June 1,
1995).
4(c) Amendment No. 1 to the Registrant's 1994 Long Incorporated by reference to Amendment
Term Incentive Plan. No. 7 to the Registrant's Registration
Statement on Form S-1 (Commission File
No. 33-92992 filed with the Commission
on December 12, 1995).
4(d) Amendment No. 2 to the Registrant's 1994 Long Incorporated by reference to the
Term Incentive Plan. Registrant's Registration Statement on
Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
4(e) Form of the Incentive Stock Option Agreement Incorporated by reference to the
under the Registrant's 1994 Long Term Incentive Registrant's Registration Statement on
Plan. Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
4(f) Form of the Nonqualified Stock Option Agreement Incorporated by reference to the
under the Registrant's 1994 Long Term Incentive Registrant's Registration Statement on
Plan. Form S-8 (Commission File No. 33-17863
filed with the Commission on December
13, 1996).
5 Opinion and Consent of Richard A. Spellman as to Filed herewith.
legality of securities being registered.
8 Opinion of Lieben, Dahlk, Whitted, Houghton, Filed herewith.
Slowiaczek & Jahn, P.C. as to tax matters,
including consent.
23(a) Consent of KPMG Peat Marwick LLP. Filed herewith.
23(b) Consent of Lieben, Dahlk, Whitted, Houghton, Included in Exhibit 8.
Slowiaczek & Jahn, P.C.
24(a)-(k) Powers of Attorney. Filed herewith.
</TABLE>
<PAGE>
EXHIBIT 5
THE GUARANTEE LIFE RICHARD A. SPELLMAN
COMPANIES INC.
Senior Vice President,
General Counsel and Secretary
December 8, 1997
Board of Directors
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, NE 68114
Ladies and Gentlemen:
I have acted as counsel to The Guarantee Life Companies Inc. (the "Company")
in connection with the filing of the registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to 600,000 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant
to the Company's 1994 Long Term Incentive Plan, as amended (the "Plan"). In
rendering the opinion expressed below, I have reviewed such matters, documents
and law as I have deemed necessary for purposes of this opinion. Based on and
subject to the foregoing, it is my opinion that the shares of Common Stock, when
issued and paid for in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Richard A. Spellman
Richard A. Spellman
<PAGE>
EXHIBIT 8
December 8, 1997
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
IN RE: THE GUARANTEE LIFE COMPANIES INC.
Gentlemen:
We have acted as your counsel in connection with the proposed offering of up to
600,000 shares of the common stock of The Guarantee Life Companies Inc. (the
"Company") issuable pursuant to the Company's 1994 Long Term Incentive Plan. In
such capacity we have examined the Registration Statement on Form S-3 and the
accompanying Exhibits being filed with the Securities and Exchange Commission on
or about the date hereof (the "Registration Statement"), the prospectus included
in the Registration Statement (the "Prospectus"), and Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of the Company
included in the Exhibits as Exhibits 3(a) and 3(b), respectively, and such other
additional instruments and documents as we have deemed necessary or appropriate
for purposes of this opinion. In my examination, we have assumed, with your
consent, that the documents listed above that we reviewed in proposed form will
be executed in substantially the same form, all of the representations and
statements set forth in such documents are true and correct, and all of the
obligations imposed by and such documents on the parties thereto, including
obligations imposed under the Amended and Restated Certificate of Incorporation
of the Company, have been or will be performed or satisfied in accordance with
their terms. We also have assumed the genuineness of all signatures, proper
execution of all documents, the capacity of each party executing a document to
so execute such document, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, and the authenticity of the originals from which any copies were made.
Our opinion is based upon the facts described in the Registration Statement and
upon facts as they have been represented to us by you or have been determined by
me as of this date. Any alteration of such facts may adversely affect our
opinion.
Our opinion is based upon existing law and currently applicable Treasury
Department regulations, current published administrative positions of the
Internal Revenue Service contained in revenue rulings and revenue procedures,
and judicial decisions, all of which are subject to change prospectively and
retroactively. An opinion of counsel is predicated upon all of the facts and
conditions set forth in the opinion and is based upon counsel's analysis of the
statutes, regulatory interpretations and case law in effect as of the date of
the opinion. It is not a guaranty of the current status of the law and should
not be accepted as a guaranty that a court of law or an administrative agency
will concur in the opinion. In issuing our opinion, we have been guided by
Treasury Department Circular 230, which governs lawyers practicing before the
Treasury Department.
Based upon the foregoing, it is our opinion generally with respect to options,
performance shares and restricted stock to be issued pursuant to the Company's
1994 Long Term Incentive Plan, that:
1. Incentive Stock Options. No taxable income is realized by the grantee
------------------------
upon the grant or exercise of an Incentive Stock Option (an "ISO").
If a grantee does not sell the stock received upon the exercise of an
ISO ("ISO Shares") for at least two years from the date of grant and
within one year from the date of exercise, when the ISO Shares are
sold any gain or loss realized will be treated as long-term capital
gain or loss. In such circumstances, no deduction will be allowed to
the grantee's employer for federal income tax purposes.
If ISO Shares are disposed of prior to the expiration of the holding
periods described above, the grantee generally will realize ordinary
income at that time equal to the lesser of the excess of the fair
market value of the shares at exercise over the price paid for such
ISO Shares or the actual gain on the disposition. The grantee's
employer will generally be entitled to deduct any such recognized
amount. Any further gain or loss realized by the grantee will be taxed
as short-term or long-term capital gain or loss. Subject to certain
exceptions for disability or death, if an ISO is exercised more than
three months following the termination of the grantee's employment,
the ISO will generally be taxed as a nonqualified stock option.
2. Nonqualified Stock Options. No income is realized by the grantee at
---------------------------
the time a nonqualified stock option is granted. Generally upon
exercise of a nonqualified stock option, the grantee will realize
ordinary income in an amount equal to the difference between the price
paid for the shares and the fair market value of the shares on the
date
<PAGE>
of exercise. The grantee's time as the grantee recognizes ordinary
income. Any appreciation or depreciation after the date of exercise
will be treated as either short-term or long-term capital gain or
loss, depending upon the length of time that the grantee has held the
shares.
3. Performance Shares and Restricted Stock. A grantee receiving
----------------------------------------
performance shares or restricted stock generally will recognize
ordinary income in the amount of the fair market value of the
restricted stock at the time the stock is no longer subject to
forfeiture, less any consideration paid for the stock. The grantee's
employer will generally be entitled to a deduction at the same time
and in the same amount. The holding period to determine whether the
grantee has long-term or short-term capital gain or loss on a
subsequent sale generally begins when the restriction period expires,
and the grantee's tax basis for such shares will generally equal the
fair market value of such shares on such date.
A grantee may elect, under Section 83(b) of the Internal Revenue Code,
within 30 days of the grant of the performance shares or restricted
stock, to recognize taxable ordinary income on the date of grant equal
to the excess of the then fair market value of such shares determined
without regard to the applicable restrictions) over the purchase
price, if any, of the performance shares or restricted stock. By
reason of such an election, the grantee's holding period will commence
on the date of grant and the grantee's tax basis will be equal to the
fair market value of the shares on that date (determined without
regard to the applicable restrictions). Likewise, the grantee's
employer generally will be entitled to a deduction at that time in the
amount that is taxable as ordinary income to the grantee. If
performance shares or shares of restricted stock are forfeited after
making such an election, the grantee will be entitled to a deduction,
refund or loss for tax purposes only in an amount equal to the
purchase price of the forfeited shares regardless of whether he made a
Section 83(b) election.
This opinion of counsel is based solely upon the facts set forth herein and in
the Prospectus. To the extent that any facts contained in the Prospectus or in
other documents referenced in this opinion prove not to be true it is possible
that the conclusion in this opinion might be changed. We consent to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Lieben, Dahlk, Whitted, Houghton,
Slowiaczek & Jahn, P.C.
Lieben, Dahlk, Whitted, Houghton,
Slowiaczek & Jahn, P.C.
JDE/eg
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Guarantee Life Companies Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of The Guarantee Life Companies Inc. (the Company) of our report dated
February 14, 1997, and to the reference to our firm under the heading "Experts"
in the Prospectus.
Our report refers to the Company's adoption of Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Omaha, Nebraska
December 5, 1997
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ Robert D. Bates
-------------------
Robert D. Bates
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Robert D. Bates, being personally
known to me, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ C.R. "Bob" Bell
-------------------
C.R. "Bob" Bell
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared C.R. "Bob" Bell, being personally
known to me, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ John R. Cochran
-------------------
John R. Cochran
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared John R. Cochran, being personally
known to me, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(d)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of August,
1996.
/s/ Theodore C. Cooley
----------------------
Theodore C. Cooley
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Theodore C. Cooley, being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(e)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ Thomas T. Hacking
---------------------
Thomas T. Hacking
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Thomas T. Hacking, being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(f)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ James M. McClymond
-----------------------
James M. McClymond
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared James M. McClymond, being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(g)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ Bernard W. Reznicek
------------------------
Bernard W. Reznicek
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Bernard W. Reznicek, being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(h)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ A.J.Scribante
-----------------
A.J. Scribante
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared A.J. Scribante, being personally
known to me, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(i)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ Janice D. Stoney
--------------------
Janice D. Stoney
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Janice D. Stoney, being personally
known to me, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(j)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ William F. Welsh II
-----------------------
William F. Welsh II
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared William F. Welsh II, being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
---------------------
My Commission Expires:
4/21/99 (SEAL)
- ----------------------
<PAGE>
Exhibit 24(k)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statement on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of November,
1997.
/s/ Lee M. Gammill, Jr.
-----------------------
Lee M. Gammill, Jr.
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Lee M. Gammill, Jr., being
personally known to me, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Richard A. Spellman
-----------------------
My Commission Expires:
11/20/01 (SEAL)
- ----------------------
