1
As filed with the Securities and Exchange Commission on February 16, 1999.
Registration No. 333-72237
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERUS LIFE HOLDINGS, INC.
(Exact name of Company as specified in its charter)
IOWA 42-1459712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of Principal Executive Offices) (Zip Code)
AMERUS LIFE HOLDINGS, INC. EXECUTIVE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES A. SMALLENBERGER
SENIOR VICE PRESIDENT AND SECRETARY
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3688
(Name, address and telephone number, including area code, of agent for service)
2
THIS POST-EFFECTIVE AMENDMENT NO. 1 (THE "AMENDMENT") TO THE AMERUS LIFE
HOLDINGS, INC. (THE "COMPANY") REGISTRATION STATEMENT NO. 333-72237 IS BEING
FILED PURSUANT TO RULE 462(D) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR
THE SOLE PURPOSE OF FILING EXHIBITS AND, ACCORDINGLY, SHALL BECOME EFFECTIVE
IMMEDIATELY UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Articles of Incorporation
(incorporated by referenced from Exhibit 3.5 to the
Company's Registration Statement on Form S-1 (No.
333-12239)).
4.2 Bylaws (incorporated by reference
from Exhibit 3.2 to the Company's Registration
Statement on Form S-1 No. 333-12239)).
4.3 Subordinated Indenture by and between the Company
and First Union National Bank, as Indenture Trustee
(incorporated by reference to Exhibit 4.15 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
4.4 Certificate of Trust of AmerUs Capital II
(incorporated by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-3 (No.
333-50249)).
4.5 Amended and Restated Declaration of Trust of AmerUs
Capital Trust II (incorporated herein by reference
to Exhibit 4.5 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
4.6 Common Trust Securities Guarantee Agreement by the
Company (incorporated by reference to Exhibit 4.17
of the Company's Quarterly Report on Form 10-Q for
the
3
EXHIBIT NO. DESCRIPTION
quarter ended June 30, 1998).
4.7 QUIPS Guarantee Agreement by the Company
(incorporated herein by reference to Exhibit
4.8 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).
4.8 Master Unit Agreement between the Company and First
Union National Bank (incorporated herein by
reference to Exhibit 4.9 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998).
4.9 Call Option Agreement between Goldman, Sachs &
Co. and First Union Bank (incorporated by
reference to Exhibit 4.10 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.10 Pledge Agreement among the Company, Goldman,
Sachs & Co. and First Union National Bank
(incorporated by reference to Exhibit 4.11
of the Company' Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
4.11** AmerUs Life Holdings, Inc. Executive Stock
Purchase Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company, regarding the legality of the
securities being registered hereunder.
23.1* Consent of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company (included in the Opinion filed as
Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
24.1** Power of Attorney (set forth on the signature
page of this Registration Statement).
* Previously filed.
** Filed herewith.
4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on this 16th day of February, 1999.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
-------------------
Roger K. Brooks
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of AmerUs Life Holdings, Inc. hereby constitutes and appoints
Michael G. Fraizer and James A. Smallenberger, and each of them, his true
and lawful attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act, including
post-effective amendments, and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents may lawfully do
or cause to be done by virtue thereof.
5
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
* Chairman, President and Chief
------------------------------- Executive Officer (Principal
Roger K. Brooks Executive Officer) and a Director 2/16/99
* Senior Vice President and Chief
------------------------------- Financial Officer (Principal Financial
Michael G. Fraizer Officer) 2/16/99
*
------------------------------
John R. Albers Director 2/16/99
*
-------------------------------
Malcolm Candlish Director 2/16/99
*
-------------------------------
Maureen M. Culhane Director 2/16/99
*
-------------------------------
Sam C. Kalainov Director 2/16/99
*
-------------------------------
Ralph W.Laster, Jr. Director 2/16/99
*
-------------------------------
John W. Norris, Jr. Director 2/16/99
*
-------------------------------
Jack C. Pester Director 2/16/99
*
-------------------------------
John A. Wing Director 2/16/99
* By: /s/ Michael G. Fraizer
----------------------
Michael G. Fraizer
Attorney-in-Fact
6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Articles of
Incorporation (incorporated by referenced
from Exhibit 3.5 to the
Company's Registration Statement on Form S-1 (No.
333-12239)).
4.2 Bylaws (incorporated by reference from
Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239)).
4.3 Subordinated Indenture by and between the
Company and First Union National Bank, as
Indenture Trustee (incorporated by reference
to Exhibit 4.15 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1998).
4.4 Certificate of Trust of AmerUs Capital II
(incorporated by reference to Exhibit 4.4
of the Company's Registration Statement on
Form S-3 (No. 333-50249)).
4.5 Amended and Restated Declaration of Trust
of AmerUs Capital Trust II (incorporated
herein by reference to Exhibit 4.5 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
4.6 Common Trust Securities
Guarantee Agreement by the
Company (incorporated by
reference to Exhibit 4.17 of
the Company's Quarterly
Report on Form 10-Q for the
quarter ended June 30, 1998).
4.7 QUIPS Guarantee Agreement by the
Company (incorporated Herein by reference
to Exhibit 4.8 of the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1998).
4.8 Master Unit Agreement between the
7
EXHIBITS DESCRIPTION
Company and First Union National Bank
(incorporated herein by reference to Exhibit
4.9 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).
4.9 Call Option Agreement between Goldman,
Sachs & Co. and First Union Bank
(incorporated by reference to Exhibit 4.10 of
the Company's Quarterly Report on Form
10-Q for the quarter ended
June 30, 1998).
4.10 Pledge Agreement among the Company,
Goldman, Sachs & Co. and First Union
National Bank (incorporated by reference to
Exhibit 4.11 of the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1998).
4.11** AmerUs Life Holdings, Inc. Executive Stock
Purchase Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company, regarding the legality of the
securities being registered hereunder.
23.1* Consent of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company (included in the Opinion filed as
Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
24.1** Power of Attorney (set forth on the signature
page of this Registration Statement).
* Previously filed.
** Filed herewith.