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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AmVestors Financial Corporation
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AmVestors Financial Corporation
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)*
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
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4) Proposed maximum aggregate value of transaction:
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_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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AMVESTORS FINANCIAL
- -------------------------------------------------------------------------------
Corporation
NOTICE OF ANNUAL MEETING
OF
STOCKHOLDERS
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of
AmVestors Financial Corporation will be held at 10:00 a.m. on May 19, 1994,
at the Doubletree Hotel, 8801 N.W. 112th Street, Kansas City, Missouri
64153 for the following purposes:
A. To elect three (3) Class I directors to serve until their
terms expire or until their successors shall be elected
and shall qualify;
B. To approve the 1994 Stock Purchase Plan for Non-Employee
Directors.
C. To ratify the selection of independent public accountants;
and
D. To act upon any other matters which may come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 19, 1994,
as the record date for determination of stockholders entitled to notice of
and to vote at the meeting.
You are cordially invited to attend the meeting. Even in the event that you
plan to attend, you are respectfully requested to sign, date and return the
enclosed proxy.
By Order of the Board of Directors
/s/ LYNN F. HAMMES
LYNN F. HAMMES, Secretary
Dated: April 19, 1994
Topeka, Kansas
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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AMVESTORS FINANCIAL CORPORATION
415 S.W. EIGHTH AVENUE, TOPEKA, KANSAS 66603
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MAY 19, 1994
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of AmVestors Financial
Corporation (hereinafter referred to as "AmVestors" or the "Company"), the
parent company of American Investors Life Insurance Company, Inc.
(hereinafter referred to as "American" or the "Insurance Company"),
American Investors Sales Group, Inc., AmVestors Investment Group, Inc. and
Omni-Tech Medical, Inc., to be used in voting at the Annual Meeting of
Stockholders of the Company to be held at 10:00 a.m. on May 19, 1994, at
the Doubletree Hotel, 8801 N.W. 112th Street, Kansas City, Missouri 64153.
The approximate date on which the proxy materials for the 1994 Annual
Meeting of Stockholders are being mailed to stockholders of record is April
22, 1994.
A person giving the enclosed proxy has the power to revoke it at any time
before it is voted by notifying the Secretary of the Company in writing, by
submitting a later-dated proxy or by voting in person at the meeting.
Giving the proxy will not in any way affect the stockholder's right to
attend the annual meeting and vote in person. The cost of this solicitation
will be borne by the Company and may be conducted by mail, in person, or by
telephone by employees of the Company. Such employees will receive no
additional compensation for their participation in the solicitation of
proxies on behalf of the Board of Directors. The Company has retained
Beacon Hill Partners, Inc. to assist in the solicitation of proxies on
behalf of the Board of Directors for a fee of approximately $5,000.00 plus
out-of-pocket expenses.
Stockholders of record at the close of business on April 19, 1994, will be
entitled to notice of and to vote at the meeting. On the record date, there
were 10,144,143 issued and outstanding shares of AmVestors Common Stock
("Common Stock"), no par value per share. A majority of the total issued
and outstanding shares entitled to vote at the Annual Meeting will
constitute a quorum. Broker non-votes, abstentions and withheld authority
votes all count for the purpose of determining a quorum. Shares as to which
a stockholder abstains are considered shares entitled to vote on the
applicable proposal and are included in determining whether such proposal
is approved (i.e., an abstention would have the effect of a vote against
the applicable proposal). On the other hand, broker non-votes are not
considered shares entitled to vote on the applicable proposal and are not
included in determining whether such proposal is approved (i.e. a broker
non-vote would have no effect on the outcome of a vote on the applicable
proposal). Stockholders of record are entitled to one vote per share upon
all matters presented at the meeting, with the exception of the election of
directors. Stockholders have cumulative voting rights with respect to the
election of directors. Each stockholder shall have the right to cast as
many votes in the aggregate as shall equal the number of shares held by him
multiplied by the number of directors to be elected, and each stockholder
may cast the whole number of votes for one candidate or may divide his
votes among the three candidates in any manner the stockholder may
determine. There are no conditions precedent to the exercise of such
rights.
The shares covered by any properly executed proxy received by the Board of
Directors prior to the meeting will be voted as the stockholder specifies;
HOWEVER, IF ANY SUCH PROXY FAILS TO SPECIFY HOW IT WILL BE VOTED IN THE
ELECTION OF DIRECTORS OR ON ANY PROPOSAL, IT WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES; FOR THE APPROVAL OF THE 1994 STOCK PURCHASE PLAN FOR NON-
EMPLOYEE DIRECTORS; AND FOR THE RATIFICATION OF INDEPENDENT PUBLIC
ACCOUNTANTS LISTED THEREON. IN THE DISCRETION OF THE HOLDER OF THE PROXY,
VOTES FOR THE ELECTION OF DIRECTORS MAY BE CUMULATED IN THE MANNER THAT THE
HOLDER OF THE PROXY DETERMINES. As to any other matter of business which is
properly brought before the meeting, a vote may be cast pursuant to the
accompanying proxy in accordance with the judgment of the holder of the
proxy; however, the Board of Directors does not know of any such other
matters of business as of the date of mailing the proxy materials.
Proposals for the 1995 Annual Meeting of the Company must be submitted in
writing by qualified stockholders on or before December 23, 1994.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, DATE, EXECUTE AND RETURN THE
ENCLOSED FORM OF PROXY.
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PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information, based upon the records of the
Company and filings with the Securities and Exchange Commission as of April
19, 1994, with respect to all persons who were known to the Company to be
the beneficial owners of more than five percent (5%) of the Company's
Common Stock (the only class of voting securities outstanding):
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------- ------------------------ ------------
J.P. Morgan & Co., Incorporated
60 Wall Street, New York, New York 10250-0060 530,002 (1) 5.1%
<FN>
(1) J.P. Morgan & Co., Incorporated beneficially owns 530,002 shares of the
Company's Common Stock, including warrants to purchase 170,002 shares of
the Company's Common Stock. The information with respect to J.P. Morgan &
Co., Incorporated is taken from Schedule 13G dated December 31, 1993.
SECURITIES OWNED BY MANAGEMENT
The following table sets forth, as of March 31, 1994, information with
respect to the beneficial ownership of the Company's Common Stock by each
director, each nominee, each executive officer named in the Summary
Compensation Table below, and by all directors, nominees and officers as a
group:
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------------------------------------ ---------------------------- --------------------
Janis L. Andersen, Director 17,944 *
John Q. Adams, Director 13,677 *
Robert G. Billings, Director 4,321 *
Jack H. Brier, Director 6,778 (2) *
Lynn F. Hammes, Secretary & Treasurer of the Company 40,010 (3) *
Mark V. Heitz, President, General Counsel and Director of the Company 119,686 (4) 1.2%
Ralph W. Laster, Jr., Chairman, Chief Executive Officer and
Director of the Company 155,481 (5) 1.5%
R. Rex Lee, M.D., Director 95,887 (6) *
Robert R. Lee, II, Director 4,178 *
Robert T. McElroy, M.D., Director 47,430 (7) *
James V. O'Donnell, Director 1,000 *
Timothy S. Reimer, Chief Investment Officer of the Company 43,925 (8) *
All officers and directors as a
group (12 persons) 550,335 5.3%
<FN>
*Less than one percent (1%)
(1) Directors and Officers have sole voting and investment powers of the
shares shown unless held under options or otherwise indicated below.
(2) Includes 1,600 shares owned by Brier Development Company, Inc. Mr.
Brier is the president and sole shareholder of Brier Development Company,
Inc.
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(3) Includes 3,310 shares allocated and held in trust under the Company's
Employee Stock Ownership Plans ("ESOPs"). Includes 36,500 shares which may
be acquired upon the exercise of options which are currently exercisable.
(4) Includes 6,996 shares allocated and held in trust under the Company's
ESOPs. Includes 103,240 shares which may be acquired upon the exercise of
options which are currently exercisable.
(5) Includes 8,622 shares allocated and held in trust under the Company's
ESOPs. Includes 106,562 shares which may be acquired upon exercise of
options which are currently exercisable.
(6) Includes 577 shares allocated and held in trust under the Company's
ESOPs. Includes 23,271 shares which may be acquired upon the exercise of
options which are currently exercisable.
(7) Includes 1,339 shares owned by Dr. McElroy's spouse.
(8) Includes 4,268 shares allocated and held in trust under the Company's
ESOPs. Includes 39,657 shares which may be acquired upon the exercise of
options which are currently exercisable.
PROPOSAL A
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the members of the
AmVestors Financial Corporation Board of Directors (the "Board") shall be
divided into three classes, as nearly equal in number as possible, each of
which is to serve for three years, one class being elected each year. The
terms of the directors in Class I expire with this Annual Meeting.
John Q. Adams, Jr., an incorporator and director of the Insurance Company,
and a director of the Company since 1987, will retire from the Board,
effective on the date of the Company's Annual Meeting. The Board wishes to
express its gratitude to Mr. Adams for his valuable service to the Company
and its subsidiaries.
Unless otherwise directed, the shares represented by properly executed
proxies received prior to the vote on the election of directors will be
cast for the three nominees listed below. If any nominee becomes
unavailable for any reason, or if a vacancy on the Board of Directors
should occur before the election (which events are not anticipated), the
shares represented by proxies may be voted for such other person as may be
determined by the holder of such proxies.
The following information is provided for the nominees for the Class I
directors and for the Class II and Class III directors whose terms in
office are continuing.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
- ---------------------- ------- --------------------------------- ------------ ----------
Janis L. Andersen 40 Self-Employed Public Relations
Marketing Consultant 1986 1997
Mark V. Heitz 41 President and General Counsel of
AmVestors Financial Corporation 1986 1997
Robert T. McElroy, M.D. 58 Physician and Surgeon 1994 1997
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CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Robert G. Billings 57 President, Alvamar, Inc. 1986 1995
Jack H. Brier 47 President, Brier Development
Company, Inc. 1994 1995
Robert R. Lee, II 36 Attorney, Wilson, Lee & Gurney 1992 1995
Ralph W. Laster, Jr. 42 Chairman of the Board and Chief
Executive Officer of AmVestors
Financial Corporation 1986 1996
R. Rex Lee, M.D. 63 Physician and Surgeon 1986 1996
James V. O'Donnell 43 President, Bush-O'Donnell and
Company, Inc. 1994 1996
NOMINEES
Janis L. Andersen has been a director of the Insurance Company since August
1987. She also has served on the Board of AmVestors since its inception in
1986. Ms. Andersen is a self-employed public relations and marketing
consultant.
Mark V. Heitz currently serves as President and General Counsel of
AmVestors; Chairman and General Counsel of the Insurance Company; and
President and Chief Executive Officer of American Investors Sales Group,
Inc. He has served as a director of the Company since its inception in
1986. Mr. Heitz has also served as a director of American Investors Sales
Group, Inc. since 1986. He is also currently a member of the Boards of
AmVestors Investment Group, Inc. and Omni-Tech Medical, Inc. to which he
was elected in 1988 and 1992, respectively.
Robert T. McElroy, M.D. was appointed to the Board of AmVestors on March
24, 1994. He has also served as a director of the Insurance Company since
1983. Dr. McElroy is a self-employed physician and surgeon in Topeka,
Kansas.
CONTINUING DIRECTORS
Robert G. Billings is President of Alvamar, Inc. He has served on
AmVestors' Board since 1986 and has been a director of the Insurance
Company since 1982. Mr. Billings has also served on the Board of AmVestors
Investment Group, Inc. since 1988.
Jack H. Brier was appointed to the Board of AmVestors on March 24, 1994. He
has served on the Board of AmVestors Investment Group since 1992. Mr. Brier
served as a member of the Board of Trustees of the Kansas Public Employees
Retirement System from 1990 to 1992. He is also a member of the Board of
Columbian National Title Insurance Company. Mr. Brier is currently the
President of Brier Development Company, Inc. in Topeka, Kansas.
Robert R. Lee, II has been engaged in the private practice of law in
Wichita, Kansas, since 1984. He is currently a partner in the law firm of
Wilson, Lee & Gurney. Mr. Lee has served on the Board of AmVestors since
1991 and the Insurance Company since 1989. Mr. Lee is the son of Dr. R. Rex
Lee, a fellow member of the AmVestors' Board.
Ralph W. Laster, Jr. has served as Chief Executive Officer of AmVestors
since January 1988, and as Chairman of the Board of AmVestors since May
1988. In addition to his duties as Chairman and Chief Executive Officer of
AmVestors, Mr. Laster has also served as President and Chief Executive
Officer of the Insurance Company since April 1991 and serves as Chairman of
the Board of American Investors Sales Group, Inc; Chairman, President and
Chief Executive Officer of AmVestors Investment Group, Inc.; and Chairman
and Chief Executive Officer of Omni-Tech Medical, Inc. Mr. Laster has
served the Company since its inception and has been affiliated with the
Insurance Company since 1981.
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R. Rex Lee, M.D. was an incorporator of the Insurance Company and has
served as a director of the Insurance Company since its incorporation in
March 1965. Dr. Lee has also served on the Board of AmVestors since its
inception in 1986. In addition, Dr. Lee served as Senior Medical Director
to the Insurance Company from May 1965 to April 1993. Dr. Lee is a self-
employed physician and surgeon in Wichita, Kansas.
James V. O'Donnell was appointed to the Board of AmVestors on March 24,
1994. Mr. O'Donnell has served on the Board of AmVestors Investment Group
since 1990. He currently serves as President of Bush-O'Donnell and Company,
Inc. a funds management and investment banking firm in St. Louis, Missouri.
Prior to his work at Bush-O'Donnell, Mr. O'Donnell was employed at Goldman,
Sachs & Company from 1974 to 1988 where he held the title of Vice
President.
The favorable vote of a plurality of the Common Stock of the Company in
attendance or represented by proxy and entitled to vote at the Annual
Meeting is needed for the election of directors.
The Board of Directors recommends a vote FOR the election of each of the
nominees to the Board.
BOARD OF DIRECTORS
BOARD AND COMMITTEES OF THE BOARD
The full Board met 12 times in 1993. All directors attended more than 75%
of the total number of meetings of the Board and Committees to which they
belong.
The Company has standing audit, nominating and compensation committees.
During 1993, Mr. Adams served on each of these committees. He will continue
to serve on these committees until his retirement from the Board.
The Company's Audit Committee consists of Ms. Andersen and Messrs. Adams,
Billings and Robert R. Lee, II. The committee met three times during the
year. Its function is to recommend to the Board of Directors the
independent public accounting firm that will conduct the annual audit of
the Company's accounts, to review the nature and scope of the audit, to
review the accounting practices and control systems of the Company, and to
review the qualifications and performance of the proposed auditing firm.
The selection of such firm is subject to ratification by the stockholders
at each Annual Meeting.
The Nominating Committee consists of Messrs. Adams, Laster, and Robert R.
Lee, II. The committee met once during the year to nominate directors for
election. They will consider stockholder nominations submitted in writing.
The Compensation Committee consists of Messrs. Adams, Billings and R. Rex
Lee, who serves as chairman of the committee. The committee met eight times
to review and recommend to the Board of Directors the levels, amounts and
types of compensation and remuneration paid to officers and directors of
the Company. See Executive Compensation.
COMPENSATION OF DIRECTORS
Outside directors were compensated for their service on the Board of
AmVestors Financial Corporation at the rate of $250 per month plus $1,250
for each meeting attended. For committee meetings held on days other than
the regular Board Meeting, each outside Board member in attendance is
compensated $500 for such attendance in service. Directors who are
employees of the Company are not compensated for service as members of the
Board or any Committee of the Board. In addition, the Chairman of the
Compensation Committee is paid $1,000 per month.
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On November 19, 1993, the Board granted each non-employee director options
to purchase 7,000 shares of the Company's Common Stock at an exercise price
of $10.00 per share (the fair market value on the date of grant) under the
1989 Non-Qualified Stock Option Plan. On April 20, 1993, Dr. Lee was
granted options to acquire 12,000 shares at an exercise price of $12.66 per
share. These shares were granted to Dr. Lee in his capacity as Senior
Medical Director of American. In addition, on November 19, 1993, Dr. Lee
was granted options to acquire 12,000 shares at an exercise price of $10.00
per share. These options were granted to replace stock options which
expired without exercise. All stock options granted to directors during
1993 are exercisable 12 months after the grant date and have a term of 10
years.
On February 24, 1994, the Board of Directors adopted, subject to
stockholder approval, the 1994 Stock Purchase Plan for Non-Employee
Directors ("Director Purchase Plan"). Under the Director Purchase Plan,
each non-employee director may elect to purchase shares of the Company's
Common Stock in lieu of receiving directors fees. In the event of such an
election, the Company will apply the amount of director fees specified by
the director to purchase shares of the Company's Common Stock. See
Proposal B, Approval of the 1994 Stock Purchase Plan for Non-Employee
Directors.
On March 26, 1992, the Company adopted the AmVestors Financial Corporation
Directors Retirement Plan ("Plan"). The Plan provides a monthly retirement
benefit to eligible retired directors in the amount of $750.00. In
addition, the Company will continue to pay premiums for life insurance
coverage for each eligible director for the amount of coverage provided
while they were a director of the Company. Directors who attain age 60 and
have completed five years of service for the Company are eligible to
receive benefits under the Plan.
EXECUTIVE OFFICERS
The following is a list of current executive officers of the Company.
Officers serve at the pleasure of the Board of Directors.
Name Age Position(s) Held with the Company
-------------------- ------- -------------------------------------------
Ralph W. Laster, Jr. 42 Mr. Laster has served as Chief Executive officer of AmVestors
Financial Corporation since January 1988, and as Chairman of the Board
of AmVestors since May 1988. Mr. Laster has also served as President
and Chief Executive Officer of the Insurance Company since April 1991
and serves as Chairman of the Board of American Investors Sales Group,
Inc; Chairman, President and Chief Executive Officer of AmVestors
Investment Group, Inc.; and Chairman and Chief Executive Officer of
Omni-Tech Medical, Inc.
Mark V. Heitz 41 Mr. Heitz currently serves as President and General Counsel of
AmVestors; Chairman and General Counsel of the Insurance Company;
and President and Chief Executive Officer of American Investors Sales
Group, Inc. He has served as a director of the Company since its
inception in 1986 and as a director of the Insurance Company since 1986.
Mr. Heitz has also served as a director of American Investors Sales Group,
Inc. since 1986, and he is a member of the Boards of AmVestors
Investment Group, Inc. and Omni-Tech Medical, Inc.
Lynn F. Hammes 41 Mr. Hammes has served as Secretary and Treasurer of the Company
since 1990. In addition, Mr. Hammes also serves as Senior Vice
President and Chief Financial Officer of American and Secretary and
Treasurer of American, American Investors Sales Group, Inc. and
AmVestors Investment Group, Inc. He is also a member of the Board of
AmVestors Investment Group, Inc. to which he was elected in 1993.
Mr. Hammes has been employed by the Company since 1987.
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Timothy S. Reimer 34 Mr. Reimer has served as Chief Investment Officer of the Company
since 1993. In addition, Mr. Reimer serves as Vice President of
AmVestors Investment Group, Inc. and Chief Investment Officer of
American, American Investors Sales Group, Inc. and American
Investment Group, Inc. He is also a member of the Board of AmVestors
Investment Group, Inc. to which he was elected in 1988. Mr. Reimer
has been employed by the Company since 1988.
EXECUTIVE COMPENSATION
In accordance with rules pertaining to executive compensation disclosure
adopted by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information with regard to the
compensation and benefits provided the Company's Chief Executive Officer
and certain of the most highly compensated executive officers. The
disclosure requirements include the use of various tables and graphs, and a
report from the compensation committee explaining the rationale that led to
the fundamental executive compensation decisions discussed herein. On June
11, 1993, the Company effected a 1 for 2.5 share reverse stock split. All
share and per share data relating to periods prior to that date presented
below have been adjusted to reflect such reverse stock split.
The following table sets forth summary compensation information for the
last three fiscal years on Mr. Laster, the Company's Chief Executive
Officer, and Messrs. Heitz, Hammes, and Reimer, the three executive
officers, for services rendered in all capacities to the Company and its
subsidiaries for the years ended December 31, 1993, 1992 and 1991.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION (1) ------------ ALL OTHER
NAME AND ----------------------- SECURITIES UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTION/SAR'S (#) SATION ($) (2)
---------------------------- ------ ------------ ----------- --------------------- --------------
Mr. Ralph W. Laster, Jr. 1993 370,000 162,500 95,000 shrs 28,710
Chairman and CEO of the 1992 325,000 255,000 26,562 23,029
Company 1991 300,500 -- 48,000 *
Mr. Mark V. Heitz 1993 235,000 105,000 81,000 28,710
President and General 1992 210,000 170,000 29,241 23,029
Counsel of the Company 1991 198,450 -- 48,000 *
Mr. Lynn F. Hammes 1993 123,632 25,000 37,500 22,556
Secretary and Treasurer 1992 94,000 15,000 2,500 11,001
of the Company 1991 80,000 -- 24,000 *
Mr. Timothy S. Reimer 1993 173,813 50,000 24,500 28,498
Chief Investment Officer 1992 150,000 25,000 -- 17,621
of the Company 1991 100,000 -- 33,657 *
<FN>
* In reliance on the transition provisions applicable to the revised rules
on executive compensation and director compensation disclosure adopted by
the SEC, amounts of All Other Compensation have been omitted for the fiscal
year of 1991.
(1) Excludes perquisites which did not exceed the lesser of $50,000 or 10%
of the combined salary and bonus of any executive officer for the year.
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(2) Amounts reported in this column consist of contributions allocated by
the Company to each officer under the Company's tax qualified ESOPs and the
AmVestors Financial Corporation Money Purchase Pension Plan. These
allocations are held in trust pending the officer's termination or
retirement. All full time employees with more than one year of service
participate in these plans.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the grant of stock
options under the Company's 1989 Non-Qualified Stock Option Plan to the
four executive officers of the Company named above during 1993. The table
provides the number of options granted, the exercise price, and the present
dollar value of the options.
OPTION GRANTS IN 1993
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE GRANT DATE
OPTIONS GRANTED TO EMPLOYEES OR BASE PRICE EXPIRATION PRESENT VALUE
NAME (#) (1) IN FISCAL YEAR ($/SH) (2) DATE ($)
------------ ----------------- ----------------- --------------- ------------ ---------------
Mr. Laster 32,000 7.8% $12.66 04/20/2003 $149,440
63,000 15.0 10.00 11/19/2003 232,470
Mr. Heitz 26,000 6.4 12.66 04/20/2003 121,420
55,000 13.5 10.00 11/19/2003 202,950
Mr. Hammes 10,000 2.5 12.66 04/20/2003 46,700
27,500 6.7 10.00 11/19/2003 101,475
Mr. Reimer 6,000 1.5 12.66 04/20/2003 28,020
18,500 4.5 10.00 11/19/2003 68,265
<FN>
(1) All options granted to buy Common Stock of the Company. All options are
exercisable 12 months following the date of grant and have a term of 10
years, unless terminated earlier by reason of the executive officer's
termination of employment as described below. All options shall terminate
upon the earlier of (i) the date of termination of the executive officer's
employment if such termination occurs within 12 months of the date of the
option grant; (ii) three months following the date of termination of the
executive officer if such termination occurs more than 12 months following
the option grant; or (iii) 12 months following the date of the executive
officer's termination if such termination is by reason of death or
disability.
(2) The exercise price of all option grants was the closing market price of
the Common Stock on the date of grant.
(3) The values shown were calculated using the Black-Scholes option pricing
model and are presented solely for purposes of comparative disclosure in
accordance with certain regulations of the SEC. The Black-Scholes model is
a mathematical formula widely used to value traded stock options, which
calculates present value based on assumptions about future interest rates,
stock price volatility and dividend yield. There is no assurance that the
value realized by an executive officer, if any, will be at or near the
value estimated by the Black-Scholes model. In calculating the grant date
present values set forth in the table, the Company used the following
assumptions: (a) expected volatility of 20%; (b) discount rate of 3.06%;
(c) no payment of dividends; and (d) exercise at the end of the ten year
period from the date of grant. No adjustments have been made for non-
transferability or risk of forfeiture.
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AGGREGATED OPTION/SAR EXERCISES IN 1993,
AND 1993 YEAR END OPTION/SAR VALUE
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT 1993 IN-THE-MONEY OPTIONS/SARS
YEAR END (#) AT 1993 YEAR END ($) (4)
------------------------------ ----------------------------
(a)
NUMBER
OF SECURITIES
UNDERLYING (b)
OPTIONS/SARS VALUE (c) (d) (e) (f)
NAME EXERCISED REALIZED ($) (2) EXERCISABLE UNEXERCISABLE (3) EXERCISABLE UNEXERCISABLE
---------- -------------- ---------------- ----------- ----------------- ----------- -------------
Mr. Laster 20,000 shrs $1,250 81,834 115,000 $332,368 $63,000
Mr. Heitz 10,000 625 84,512 91,000 333,997 55,000
Mr. Hammes -- -- 29,954 37,500 121,863 27,500
Mr. Reimer -- -- 33,657 24,500 149,549 18,500
<FN>
(1) The amounts in this column represent the number of shares underlying
cash only SARs which were settled at year end 1993.
(2) Value realized is calculated by subtracting the exercise price or base
price from the market value of the underlying stock at the time of
exercise.
(3) Includes 20,000 SARs held by Mr. Laster and 10,000 SARs held by Mr.
Heitz. All outstanding SARs are payable in cash only.
(4) Value of unexercised In-The-Money Options is calculated by subtracting
the exercise price from the market value of the underlying stock at 1993
year end and multiplying the result times the number of shares in columns
(c) and (d). Year end market value of Common Stock was $11.00.
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT ARRANGEMENTS
Pursuant to an employment agreement by and between AmVestors, American,
AmVestors Investment Group, Inc. and American Investors Sales Group, Inc.
("Companies") and Mr. Laster, the Companies have agreed to provide Mr.
Laster a base salary, health benefits, insurance benefits and other
perquisites through May 31, 1997. Mr. Laster's salary is reviewed annually
based upon certain subjective and objective performance factors discussed
in the Compensation Committee Report on Executive Compensation. The
agreement also provides that if Mr. Laster is discharged without cause,
prior to the end of the contract term, he is entitled to receive contract
compensation throughout the remaining term of the contract.
Pursuant to an employment agreement by and between AmVestors, American and
Mr. Heitz, AmVestors and American have agreed to provide Mr. Heitz a base
salary, health benefits, insurance benefits and other perquisites through
December 31, 1995. Mr. Heitz's salary is reviewed annually based upon
certain subjective and objective performance factors. The agreement also
provides that AmVestors and American will pay Mr. Heitz severance pay, if
he is discharged without cause, in an amount equal to the salary and other
compensation and benefits due for the remainder of the calendar year in
which such termination of employment occurs. Mr. Heitz is also entitled to
receive a continuation of his monthly base salary for a period not to
exceed the difference between 12 months and the number of months after such
termination in which salary and benefits were payable in the calendar year
in which such discharge occurred.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Recommendations on executive compensation are made to the Board by the
three member Compensation Committee of the Board ("Committee"). The
Committee is composed of Mr. Billings, Dr. Lee, and Mr. Adams. Each member
of the Committee is a non-employee director of the Company. Mr. Robert R.
Lee, II served as an advisor to the Committee during 1993. Dr. Lee was
employed by the Insurance Company during 1992 and 1993 as Senior Medical
Director. Dr. Lee was compensated for his services at an annual salary of
$12,000. Dr. Lee resigned as Senior Medical Director on April 30, 1993.
On January 22, 1991, the Company made a 30 year, $504,000 first mortgage
loan on the personal residence of Dr. Lee, a director of the Company. At
the time the loan was made, it represented a loan to estimated value of
approximately 80%. The largest outstanding balance on the loan during 1993
was $213,052 on January 1, 1993. This loan originally provided for interest
at the rate equal to the cost of funds of the Eleventh District of the
Federal Reserve, plus 2% and had a final payment due February 1, 2021. On
December 10, 1992, the terms of the loan were renegotiated to provide for
interest to be fixed at rate of 7.5% and a final payment due January 10,
2008. The outstanding principal balance on this loan was $205,059 as of
December 31, 1993.
Set forth below is a report submitted by Mr. Billings, Dr. Lee, and Mr.
Adams, addressing the Company's compensation policies and philosophies for
1993 as they affected Mr. Laster and the other executive officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee report on executive compensation below shall not
be deemed to be filed under, or incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates this report
by reference.
EXECUTIVE COMPENSATION POLICIES
This report outlines the Company's general compensation policy, as endorsed
by the full Board of Directors, and explains the Committee's actions with
regard to executive compensation for the year ended December 31, 1993.
Compensation decisions are made by the whole Board based upon the review
and recommendations of the Committee. It is anticipated that criteria
similar to that discussed below will be employed for compensation decisions
in 1994.
The focus of the executive compensation program is to attract, motivate and
retain quality executives by providing a well rounded compensation plan
based on both Company and individual performance. In addition to salary and
bonus awards, the Committee utilizes both annual and long-term stock
incentive plans which are intended to reward executive officers and other
key employees upon achieving specific goals.
The Committee recognizes that stock ownership and stock-based performance
arrangements are beneficial and operate to increase incentive to enhance
stockholder value. The Company relies heavily on this type of compensation
arrangement as a significant element in the total compensation program.
Section 162(m) of the Internal Revenue Code, enacted in 1993 and effective
for taxable years beginning after January 1, 1994, generally limits to $1
million per individual per year the federal income tax deduction for
compensation paid by a publicly-held company to certain executive officers.
Compensation that qualifies as performance-based compensation for purposes
of section 162(m) is not subject to the $1 million deduction limitation.
Because section 162(m) was only recently enacted and final regulations from
the Department of Treasury interpreting the provision have not been issued,
there are many questions regarding the application of the performance-based
compensation exception. The Committee will continue to evaluate section
162(m) and the proposed regulations relating thereto and intends to adopt a
policy with respect thereto following the adoption of final regulations.
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EXECUTIVE OFFICER COMPENSATION AND PERFORMANCE
Compensation paid to the executive officers in 1993 consisted of base
salary, annual bonus, stock options awarded under the Company's 1989 Non-
Qualified Stock Option Plan, amounts received under stock appreciation
rights (SARs) which were granted in 1990 under the Company's 1989 Stock
Appreciation Rights Plan, and contributions to the Company's employee stock
ownership plan and money purchase pension plan. Bonus compensation paid to
executive officers in 1993 was paid in the form of a salary bonus
throughout the year. As discussed below, each element of compensation is
based on a combination of qualitative and quantitative factors.
BASE SALARY AND ANNUAL BONUS
The salary and bonus of the Company's executive officers is reviewed and
approved annually by the Board. The Board's decisions concerning base
salary and bonus levels are based upon recommendations from the Committee,
which reviews corporate and individual performance in making its
recommendations to the Board. To assist the Committee, the Chief Executive
Officer reviews the performance of each of the Company's executive officers
and recommends to the Committee proposed remuneration for each respective
officer. The Committee considers both objective and subjective criteria in
its evaluation of each executive officer, including the Chief Executive
Officer.
The Committee considered several objective factors in its compensation
decisions for 1993. Factors relevant to its decisions were earnings per
share, return on stockholders' equity, increase in market value of the
Company's Common Stock, asset growth, and performance of the Insurance
Company's investment portfolio. In 1992, the Company posted earnings of
$2.56 per share, an increase of $.72 over 1991. Stockholders' equity
increased 60% from $30.9 million in 1991 to $49.5 million in 1992. The
market value of the Company's Common Stock rose 59%, from $6.88 per share
on December 31, 1991, to $10.94 at December 31, 1992. Additionally, in 1992
assets grew 6.7%, to $2.0 billion.
The Committee also considers subjective factors in its review of each
executive officer. Such factors include business planning skills,
leadership abilities, creativity, experience, assumption of additional
duties in connection with promotions or changes and individual performance
in any special projects or situations.
The Committee attempts to recommend to the Board base salary and cash
bonuses commensurate with each executive officer's performance.
STOCK INCENTIVE PLANS
The Company currently has three separate stock incentive plans: (1) 1989
Non-Qualified Stock Option Plan, (2) 1989 Stock Appreciation Rights Plan,
and (3) 1989 Restricted Stock Plan. Awards under each of the three plans
are designed to align the long-term interests of the stockholders and the
officers of the Company. The Board believes these forms of compensation
function to promote long-term performance and improve stockholder value and
at the same time permit the Company to attract and retain key executives
and reward officers for outstanding individual performance. Stock incentive
compensation is awarded primarily to those officers whose positions afford
the greatest opportunity to impact the Company's long-term performance.
For the reasons described above, the Board determined that a greater
portion of the compensation paid to executive officers should be in the
form of non-cash compensation rather than in cash bonus. Accordingly,
during 1993, despite the dramatic improvements in the Company's financial
performance in 1992, the Committee reduced the amount of cash bonuses paid
to Messrs. Laster and Heitz. In lieu of increased cash bonuses, the Board
awarded these officers an increased number of stock options under the 1989
Non-Qualified Stock Option Plan. In addition, in an effort to encourage
strong long term performance and greater stock ownership by management, in
1993 the Board increased the term of all new options granted to executive
officers to 10 years.
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CEO COMPENSATION
The Chief Executive Officer's primary responsibilities are to direct and
oversee the day-to-day operations of the Company and its wholly-owned
subsidiaries, including, but not limited to, the investment of the
Company's assets.
In the past, these duties have been divided among three different
individuals. Since 1990, the Board of Directors has consolidated these
responsibilities under one person. The Board considered it critical that
this be done, in part, due to the losses incurred in 1989 and 1990, and
because the Board felt that the division of these duties among three
persons was resulting in a lack of decisive and creative leadership.
To accomplish the aforementioned consolidation of the duties of Chief
Executive Officer, Mr. Ralph W. Laster, Jr. assumed the title, duties and
responsibilities as Chief Executive Officer of AmVestors Investment Group
in January 1990, and the title, duties and responsibilities as Chief
Executive Officer of American Investors Life Insurance Company, Inc. in
April 1991. A five (5) year history of total compensation and certain other
relevant information for those three positions, all currently held by Mr.
Laster, follows:
1993 1992 1991 1990 1989
---------- ---------- ----------- ---------- ----------
Total Compensation $532,500 $661,250 $494,064 $713,320 $677,330
Total Compensation as a
percent (%) of Revenue .33% .38% .29% .61% .57%
Total Compensation as a
percent (%) of Profit 2.96% 3.93% 4.88% * *
Total Compensation as a
percent (%) of Assets .03% .03% .03% .04% .05%
<FN>
*The Company reported losses in 1989 and 1990.
Mr. Laster's cash compensation in 1993 included a $162,500 bonus. The bonus
paid in 1993 was based upon the Company's financial performance in 1992 as
previously described. Among other things, the Board considered the dramatic
improvement in profitability, continued growth in assets, and the 160%
increase in the price of the Company's Common Stock in 1992.
Stock option grants provide the right to purchase shares of Common Stock at
the closing market price on the date of the grant. In 1993, the Board
granted options to Mr. Laster as set forth in the option grant tables
above. The number of shares covered by Mr. Laster's options reflects the
Board's assessment of his relative value to the Company and his ability to
impact the Company's performance.
R. Rex Lee, M.D. John Q. Adams
Chairman of the Committee Robert G. Billings
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PERFORMANCE GRAPH
The following line graph provides a comparison of the Company's cumulative
total stockholder return with the NASDAQ Index and the NASDAQ Financial
Index.
The stock performance graph shall not be deemed to be filed under, or
incorporated by reference into, any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this graph by reference.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMVESTORS, NASDAQ INDEX, AND THE NASDAQ FINANCIAL INDEX
AMVESTORS FINANCIAL CORPORATION
[ Graph ]
[FN]
*Total return assumes reinvestment of dividends. Stockholder return shown
on this graph is not necessarily indicative of future performance.
TRANSACTIONS WITH MANAGEMENT AND STOCKHOLDERS
In 1991, the Company made a first mortgage loan on the personal residence
of Dr. R. Rex Lee as described under the heading Compensation Committee
Interlocks and Insider Participation.
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PROPOSAL B
APPROVAL OF THE 1994 STOCK PURCHASE
PLAN FOR NON-EMPLOYEE DIRECTORS
On February 24, 1994, the Board of Directors approved a resolution setting
forth Director Stock Ownership Guidelines. The Guidelines require each
director of the Company to hold a minimum of 5,000 shares of the Company's
Common Stock. The guidelines mandate current directors and nominees achieve
the minimum holding requirement by May 1, 1995. For purposes of the
Guidelines, stock beneficially owned by directors shall count toward the
satisfaction of the Guidelines, however, stock options, even if vested,
shall not be considered for such purposes. Any director failing to achieve
and maintain the minimum holding requirement may be removed from the Board
by a majority vote of the directors who have satisfied the Guidelines.
To assist non-employee directors in meeting the Guidelines, on February 24,
1994, the Board of Directors adopted, subject to stockholder approval, the
1994 Stock Purchase Plan for Non-Employee Directors ("Director Purchase
Plan"). The Director Purchase Plan allows non-employee directors to
purchase shares of the Company's Common Stock in lieu of receiving director
fees. The Director Purchase Plan is designed to attract and retain well-
qualified individuals to serve as outside directors and to enhance the
identity of their interests and the interest of the shareholders.
The following is a summary of the principal features or the Director
Purchase Plan:
Eligibility and Participation: Only the Company's directors who are not
employees of the Company, or any affiliate or subsidiary of the Company
("non-employee directors") are eligible to participate in the Director
Purchase Plan. The Company currently has seven non-employee directors.
Participation in the Director Purchase Plan is optional and subject to an
irrevocable election by participating non-employee directors. (A non-
employee director who has elected to participate in the Director Purchase
Plan is referred to herein as a "Participant".)
Shares Available Under the Plan: The Director Purchase Plan authorizes the
purchase of up to 100,000 shares of the Company's Common Stock. However,
the number of shares that may be purchased under the Director Purchase Plan
will be adjusted proportionately in the event of a stock dividend, stock
split, combination, reclassification, recapitalization or other capital
adjustment of shares of Common Stock.
Administration: The Director Purchase Plan will operate pursuant to
procedures and guidelines set forth therein. Other than the Board of
Directors' determination of the total amount of director fees payable to
non-employee directors, no discretion regarding administration of the
Director Purchase Plan is vested in the Board of Directors or any other
officer or director of the Company.
Election to Purchase Common Stock: On or before each July 20th and January
20th (each, an "Election Date"), non-employee directors may elect to
purchase shares of the Company's Common Stock with all or any portion of
their annual and per meeting attendance fees received for service on the
Board of Directors and Committees of the Board of Directors ("director
fees") by providing the Company with a written election relating thereto
(an "Election"). The Election must set forth the portion of the director
fees to be applied to purchase shares of the Company's Common Stock (the
"Purchase Amount") and will be irrevocable as of the applicable Election
Date. The Company will withhold the Purchase Amount from the director fees
earned by such Participant during the period commencing on the last
business day of the month of the applicable Election Date (i.e., July or
January) and ending on the last business day of the month that is six
months after the month in which the Election occurs (i.e., January or July)
(each, a "Purchase Date") and no interest will be paid on such amounts. The
Purchase Amount will automatically be used to purchase shares of the
Company's Common Stock on the Purchase Date. The number of shares of Common
Stock to be purchased pursuant to an Election shall be determined by
dividing the Purchase Amount by the fair market value of the Common Stock
on the Purchase Date. The price per share will be the fair market value of
shares of Common Stock on the Purchase Date and shall be payable solely
from the Purchase Amount. Fair market value is defined as the average of
the high and low prices of the Stock as reported on the National
Association of Securities Dealers Automated Quotations ("NASDAQ") National
Market System. Only whole shares will be purchased under the Director
Purchase Plan. To
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the extent the director fees covered by an Election are not used toward the
purchase of Stock, that portion of the director fees will be returned to
the participant. As soon as practicable following the Purchase Date, a
certificate representing the Common Stock purchased under the Director
Purchase Plan will be issued and delivered to the Participant. Rights under
the Director Purchase Plan are not transferable.
Termination of Director Status: If a non-employee director ceases to be a
director of the Company following the delivery of an Election but prior to
the next purchase, then the Election shall cease to be effective and any
amounts withheld from the such non-employee director's fees pursuant to the
Election will be paid to such non-employee director in cash.
Amendment and Termination of Plan: The Board of Directors may terminate,
suspend or amend the Director Purchase Plan, provided that certain material
amendments must be submitted for stockholder approval to the extent
necessary for the Director Purchase Plan to satisfy the requirements of the
exemption from the short-swing profit rules under Section 16 of the
Securities Exchange Act of 1934, as amended.
Participation in the Director Purchase Plan is voluntary and benefits
received depend on the amount of director fees that a non-employee director
elects to defer and the value of the Company's Common Stock in the future.
Accordingly, the Company cannot determine the benefits that will be
received by non-employee directors under the Director Purchase Plan in the
future or the benefits that would have been received during 1993 if the
Director Purchase Plan had been in effect.
The favorable vote of a majority of the Common Stock of the Company in
attendance or represented by proxy and entitled to vote at the Annual
Meeting is needed to approve the 1994 Stock Purchase Plan for Non-Employee
Directors.
The Board of Directors recommends that the shareholders vote FOR the
approval of the Director Purchase Plan.
PROPOSAL C
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Deloitte & Touche as its
independent public accountants for the fiscal year 1994. At the meeting,
the stockholders will be asked to ratify the Board of Director's selection
of Deloitte & Touche as the independent public accountants for the fiscal
year 1994. During the fiscal year of 1993, Deloitte & Touche provided the
professional services related to the examination of the financial statement
of the Company and related entities, including annual reports to
stockholders and the Securities and Exchange Commission and have certified
the same and provided advice with regard to preparation of federal income
tax returns and other tax and accounting matters. The Audit Committee of
the Board of Directors approved such services, taking into consideration
the possible effects which the rendering of such services would have on the
independence of the accountants. It is expected that representatives of
Deloitte & Touche will be present at the stockholders' meeting to make a
statement or to answer questions.
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The favorable vote of a majority of the Common Stock of the Company in
attendance or represented by proxy and entitled to vote at the Annual
Meeting is needed to ratify the Board of Director's selection of
independent public accountants.
The Board of Directors recommends a vote FOR ratification of the
independent public accountants.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting calls for the transaction of any other
business as may properly come before the meeting, the Board of Directors
has no present intention of presenting any matters for action by the
stockholders at the meeting, other than as set forth herein. The enclosed
proxy gives discretionary authority to vote all shares subject to such
proxy in the event that any additional matters should be presented by a
stockholder.
A COPY OF THE FORM 10-K REPORT FOR THE YEAR ENDED DECEMBER 31, 1993,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, BUT NOT INCLUDING EXHIBITS,
IS ENCLOSED WITH THIS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS. AMVESTORS
FINANCIAL CORPORATION WILL UNDERTAKE TO PROVIDE TO EACH PERSON SOLICITED
(INCLUDING BENEFICIAL OWNERS), UPON REQUEST, ADDITIONAL COPIES OF THE FORM
10-K REPORT FOR THE YEAR ENDED DECEMBER 31, 1993, INCLUDING FINANCIAL
STATEMENTS, SCHEDULES AND EXHIBITS. AMVESTORS RESERVES THE RIGHT TO EXACT A
FEE NOT IN EXCESS OF REASONABLE EXPENSES FOR SO DOING.
By Order of the Board of Directors
/s/ LYNN F. HAMMES
LYNN F. HAMMES, Secretary
Dated: April 19, 1994
Topeka, Kansas
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APPENDIX
Page 14 of the printed proxy statement contains a Comparison of
Five Year Cumulative Total Return Graph. Pursuant to Item 304(d)(1) and Item
311(b) of Regulation S-T, a copy of the performance graph has been filed under
cover of Form SE.