As filed with the Securities and Exchange Commission on August 25, 1997
REGISTRATION NO. 333-20905
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
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
(515) 280-1331
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ALL*AMERUS SAVINGS AND RETIREMENT 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)
REGISTRATION FEE(1)
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Proposed maximum Proposed maximum
Title of securities Amount aggregate aggregate Amount of
registered registered offering price per share (1)(2) offering price(1) registration fee(1)
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Class A Common Stock, no par value.... 400,000(1) N/A N/A N/A
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(1) The registration fee was paid in connection with the initial filing on Form S-8 which was made on January 31, 1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
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 Prospectus, dated January 28, 1997, and contained in the
Registration Statement on Form S-1 filed by the Company with the Commission (No.
333-12239).
(b) 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
Post-Effective Amendment No. 1 to the Registration Statement (the
"Post-Effective Amendment ") and prior to the filing of any subsequent
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 improper
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
The Company will submit the All*AmerUs Savings and Retirement Plan (the
"Plan") and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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) All*AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc., (Exhibit 4(c) to the Company's Registration
Statement on Form S-8 (No. 333-20905), incorporated herein by
reference).
4(d) Amendment No. 1 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc., (Exhibit 4(d) to the
Company's Registration Statement on Form S-8 (No. 333-20905),
incorporated herein by reference).
*4(e) Amendment No. 2 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.
*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.
*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney for Maureen M. Culhane and Ilene B. Jacobs.
_________________________
*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 Post-Effective
Amendment No. 1 to its registration statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Des Moines,
Iowa on August 25, 1997.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
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Roger K. Brooks
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to its registration statement has been signed on
August 25, 1997 by the following persons in the capacities indicated.
SIGNATURE TITLE(S)
/s/ Roger K. Brooks Chairman, President and
- ----------------------------------- Chief Executive Officer
Roger K. Brooks (principal executive officer)
and Director
/s/ Michael E. Sproule Executive Vice President and
- ----------------------------------- Chief Financial Officer
Michael E. Sproule (principal financial officer)
/s/ Michael G. Fraizer Senior Vice President and
- ----------------------------------- Controller/Treasurer
Michael G. Fraizer (principal accounting officer)
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* Director
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John R. Albers
* Director
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Malcolm Candlish
* Director
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Maureen M. Culhane
* Director
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D T Doan
* Director
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Thomas F. Gaffney
* Director
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Ilene B. Jacobs
* 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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Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the All*AmerUs Savings and Retirement Plan,
has duly caused this Post-Effective Amendment No. 1 to its registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Des Moines, State of Iowa, on August 25, 1997.
All*AmerUs Savings and Retirement Plan
By: /s/ Victor N. Daley
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Victor N. Daley, Chairman of the
Benefit and Pension Committee,
as Plan Administrator
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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) All*AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc., (Exhibit 4(c) to the Company's Registration
Statement on Form S-8 (No. 333-20905), incorporated herein by
reference).
4(d) Amendment No. 1 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc., (Exhibit 4(d) to the
Company's Registration Statement on Form S-8 (No. 333-20905),
incorporated herein by reference).
*4(e) Amendment No. 2 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.
*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.
*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney for Maureen M. Culhane and Ilene B. Jacobs.
_________________________
*Filed herewith.
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