SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERUS CAPITAL I - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 42-6559006 - ----------------------- -------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 418 Sixth Avenue, Des Moines, Iowa 50306-2499 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) AMERUS LIFE HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) IOWA 42-1459712 - ------------------------ -------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 418 Sixth Avenue, Des Moines, Iowa 50306-2499 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to If this Form relates to the registration of a the registration of a class class of debt securities of debt securities and is to and is effective upon become effective filing pursuant to General simultaneously with the Instruction A(c)(1) please effectiveness of a concurrent check the following box. [ ] registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Title of each Class of Name of Exchange on which each Securities to be registered Class is to be registered: pursuant to Section 12(b) of the Act: AmerUs Capital I ___% New York Stock Exchange Cumulative Quarterly Income Preferred Securities (QUIPS-SM-) (and the guarantee and subordinated debentures related thereto) Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED The Cumulative Quarterly Income Preferred Securities (the "Preferred Securities")of AmerUs Capital I, a trust formed under the laws of the State of Delaware (the "Issuer"), registered hereby represent undivided beneficial interests in the assets of the Issuer and are guaranteed by AmerUs Life Holdings, Inc., an Iowa corporation (the "Company"), to the extent set forth in the Form of Guarantee Agreement between the Company and Wilmington Trust Company, as Guarantee Trustee (the "Guarantee"), which has been filed with the Securities and Exchange Commission as Exhibit 4.4 to the Registration Statement on Form S-1 of the Issuer and the Company (Registration Number 333-13713) (the "Registration Statement"). The descriptions (the "Descriptions") of the Preferred Securities and the Guarantee are set forth in the Preliminary Prospectus dated October 8, 1996, which is included in and forms a part of the Registration Statement, under the captions "Description of the Preferred Securities," "Description of the Guarantee" and "Relationship Among the Preferred Securities, the Junior Subordinated Debentures and the Guarantee." Such Descriptions are incorporated by reference herein and made a part hereof. ("QUIPS" is a servicemark of Goldman, Sachs & Co.) ITEM 2. EXHIBITS Exhibit No. Description - ----------- ----------- 1 Certificate of Trust of the Issuer (incorporated by reference to Exhibit 3.4 to the Registration Statement) 2 Trust Agreement (incorporated by reference to Exhibit 3.5 to the Registration Statement) 3 Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 3.6 to the Registration Statement) 4 Form of Indenture between the Company and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement) 5 Form of Preferred Security (incorporated by reference to Exhibit 4.2 to the Registration Statement) 6 Form of Junior Subordinated Debenture (incorporated by reference to Exhibit 4.3 to the Registration Statement) 7 Form of Guarantee Agreement between the Company and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement) SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereto duly authorized. Date: October 24, 1996 AMERUS LIFE HOLDINGS, INC. By: /s/ Roger K. Brooks ------------------------------ Roger K. Brooks Chairman, President and Chief Executive Officer AMERUS CAPITAL I By: Wilmington Trust Company, not in its individual capacity but solely as Trustee By: /s/Emmett R. Harmon ----------------------------- , Trustee Vice President EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1 Certificate of Trust of the Issuer (incorporated by reference to Exhibit 3.4 to the Registration Statement) 2 Trust Agreement (incorporated by reference to Exhibit 3.5 to the Registration Statement) 3 Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 3.6 to the Registration Statement) 4 Form of Indenture between the Company and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement) 5 Form of Preferred Security (incorporated by reference to Exhibit 4.2 to the Registration Statement) 6 Form of Junior Subordinated Debenture (incorporated by reference to Exhibit 4.3 to the Registration Statement) 7 Form of Guarantee Agreement between the Company and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement)