As filed with the Securities and Exchange Commission on July 28, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its Articles of Incorporation)
IOWA 42-1459712
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
418 SIXTH AVENUE
DES MOINES, IOWA 50309-2407
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
AMERUS LIFE HOLDINGS, INC.
STOCK INCENTIVE PLAN
(Full title of plan)
JAMES A. SMALLENBERGER COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY BRIAN J. FAHRNEY, ESQ.
AMERUS LIFE HOLDINGS, INC. SIDLEY & AUSTIN
418 SIXTH AVENUE ONE FIRST NATIONAL PLAZA
DES MOINES, IOWA 50309-2407 CHICAGO, ILLINOIS 60603
(515) 280-1331 (312) 853-7000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE(1)
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PROPOSED MAXIMUM
AGGREGATE PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (1) REGISTRATION FEE (1)
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Class A Common Stock,
no par value..........1,400,000 shares $27.81 $38,934,000 $11,797
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(1) The Registration Statement also covers an additional and indeterminate
number of shares which may become issuable because of the provisions
of the Plan relating to adjustments for changes resulting from stock
dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Class A Common
Stock reported in the Nasdaq National Market on July 24, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AmerUs Life Holdings, Inc. (the
"Company") are incorporated herein by reference and shall be deemed to be a
part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997.
(c) The description of the Company's Class A common stock, no par value
per share (the "Common Stock"), which is contained in the Registration
Statement on Form 8-A filed by the Company with the Commission on January 3,
1997, including any subsequent amendment or any report filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA")
provide that a corporation has the power to indemnify its directors and
officers against liabilities and expenses incurred by reason of such person
serving in the capacity of director or officer, if such person has acted in
good faith and in a manner reasonably believed by the individual to be in
or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe the
individual's conduct was unlawful. The foregoing indemnity provisions
notwithstanding, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made to such director or officer
with respect to any matter as to which such individual has been adjudged to
be liable to the corporation unless, and only to the extent that, a court
determines that indemnification is proper under the circumstances.
The Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA. The
Company's Bylaws extend the same indemnity to its officers. The Articles of
Incorporation provide that no director shall be liable to the Company or its
shareholders for monetary damages for breach of the individual's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction in which the director
derived an improver personal benefit, or (iv) under the IBCA provisions
relating to improper distributions.
The Company maintains a directors' and officers' liability insurance
policy to insure against losses arising from claims made against its
directors and officers, subject to the limitations and conditions as set
forth in the policies. In addition, the Company has entered into
indemnification agreements with its directors and certain of its executive
officers providing for the indemnification of such persons as permitted by
the Company's Articles of Incorporation and Iowa law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to the Company's Registration Statement on Form S-1 (No.
333-12239), incorporated herein by reference).
4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).
4(c) AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
Company's Registration Statement on Form S-1 (No. 333-12239),
incorporated herein by reference).
*5 Opinion of Joseph K. Haggerty, Esq. as to the legality of the
securities being registered.
*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
filed as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
_________________________
*Filed herewith.
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ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against 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 of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Des Moines, Iowa on July 28, 1997.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
-----------------------------------
Roger K. Brooks
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on July 28, 1997 by the following
persons in the capacities indicated.
SIGNATURE TITLE(S)
/s/ Roger K. Brooks Chairman, President and Chief Executive Officer
- -------------------------- (principal executive officer) and Director
Roger K. Brooks
/s/ Michael E. Sproule Executive Vice President and Chief Financial
- -------------------------- Officer (principal financial officer)
Michael E. Sproule
/s/ Michael G. Fraizer Senior Vice President and Controller/Treasurer
- -------------------------- (principal accounting officer)
Michael G. Fraizer
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*
- ------------------------------------ Director
John R. Albers
* Director
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Malcolm Candlish
* Director
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Maureen M. Culhane
* Director
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Thomas F. Gaffney
* Director
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Ilene B. Jacobs
/s/ Sam C. Kalainov Director
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Sam C. Kalainov
* Director
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John W. Norris, Jr.
* Director
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Jack C. Pester
* Director
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John A. Wing
* By: /s/ James A. Smallenberger
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James A. Smallenberger
(Attorney in fact)
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to the Company's Registration Statement on Form S-1 (No.
333-12239), incorporated herein by reference).
4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).
4(c) AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
Company's Registration Statement on Form S-1 (No. 333-12239),
incorporated herein by reference).
*5 Opinion of Joseph K. Haggerty, Esq. as to the legality of the
securities being registered.
*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
filed as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
_________________________
*Filed herewith.
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