FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________ AMVESTORS FINANCIAL CORPORATION (Exact name of registrant as specified in charter) KANSAS 48-1021516 ________________________________________ ________________ (State of incorporation or organization) (I.R.S. Employer Identification Number) 415 Southwest Eighth Avenue P.O. Box 2039 Topeka, Kansas 66603 ________________________________________ ________________ (Address of principal executive offices) (Zip Code) _________________ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock, No Par Value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None __________________________________________________________________ (Title of Class) Item 1: Description of Registrant's Securities to be Registered Common Stock, No Par Value The capital stock of AmVestors Financial Corporation (the "Company" or "Registrant") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock with no par value. Dividends that may be declared on the Common Stock will be paid in an equal amount to the holder of each share. There are no conversion rights, redemption or sinking fund provisions applicable to the Common Stock. No holder of Common Stock has any preemptive right to subscribe for any security of the Company. There is no liability for further calls or assessments by the Company. Each holder of Common Stock is entitled to share ratably in all assets available for distribution to holders of Common Stock upon liquidation or dissolution. Each holder of Common Stock is entitled to cumulative voting in the election of directors and to one vote per share on other matters submitted to a vote of stockholders. Certain provisions of the Company's Articles of Incorporation and By-Laws were designed to make the Company a less attractive target for acquisition by an outsider who does not have the support of the Company's directors. The Company's Articles of Incorporation and By- Laws provide that: (1) special meetings of shareholders may be called for any purpose by the Chairman of the Board of Directors, the President or by a majority of the Board of Directors, and shall be called at any time by the Chairman of the Board of Directors, the President, the Secretary, or the Treasurer upon the request of stockholders owning fifty percent (50%) of the outstanding stock of the Company entitled to vote at such meeting; (2) any amendment to the Company's Articles of Incorporation require the affirmative vote of at least two- thirds (2/3) of the outstanding shares of the Company's Common Stock; (3) the Board of Directors shall be classified into three classes; (4) the directors may be removed from office at any time, but only for cause, by the holders of two-thirds (2/3) of the outstanding shares of capital stock of the Company entitled to vote in the election of directors, or only for cause by a majority of the Board of Directors; and (5) certain business transactions will require the affirmative vote of 75% or more of the shares entitled to vote. Although the foregoing provisions may not necessarily prevent take-over attempts, they should discourage attempts to take control of the Company in a transaction not approved by the Board of Directors. Item 2: Exhibits 1. Form 10-K for the year ended December 31, 1993. 2. Forms 10-Q for the quarters ended March 31, 1994, and June 30, 1994. 3. Proxy statement for the Company's 1994 Annual Meeting of Shareholders. 4.(a) Amended and Restated Articles of Incorporation of the Company. 4.(b) By-Laws of the Company. 5. Specimen stock certificate. 6. Annual Report to Shareholders (Company provides shareholders with a copy of Form 10-K). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. AMVESTORS FINANCIAL CORPORATION By: /s/ Ralph W. Laster, Jr. _____________________________________ Ralph W. Laster, Jr. Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) Dated: