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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 1996
AMVESTORS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Kansas 0-15530 48-1021516
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
415 Southwest Eighth Avenue
Topeka, Kansas 66603
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (913) 295-4400
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Item 2. Acquisition and Disposition of Assets.
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On April 8, 1996, AmVestors Financial Corporation, a Kansas corporation
("AmVestors") acquired Financial Benefit Group, Inc., a Delaware corporation
("FBG") in accordance with an Agreement and Plan of Merger, dated September 8,
1995, by and among AmVestors, FBG and AmVestors Acquisition Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of AmVestors ("Acquisition
Subsidiary"). In accordance with the Merger Agreement, FBG merged with and
into Acquisition Subsidiary in a transaction which resulted in the survival of
Acquisition Subsidiary as a wholly owned subsidiary of AmVestors (the
"Merger"). Pursuant to the Merger Agreement, each share of FBG Class A common
stock will be exchanged for (i) 0.3822 shares of AmVestors' common stock, no
par value per share ("Common Stock"), (ii) $0.35 of cash and (iii) 0.0932 of
AmVestors Class A Warrants each exercisable until April 2, 2002 for an exercise
price of $16.42 per share of Common Stock ("Warrants"). As a result, AmVestors
will issue 2,722,726 new shares of Common Stock and Warrants to purchase an
additional 663,890 shares of Common Stock.
A copy of the press release issued by AmVestors announcing the completion
of the Merger is filed herewith as Exhibit 1 and incorporated herein by
reference. A copy of the Proxy Statement (as hereinafter defined) is filed
herewith as Exhibit 2 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
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The financial statements of the business acquired, FBG, required by
this item are contained at pages F-45 through F-74 of the Proxy
Statement which pages are filed herewith at Exhibit 2 and incorporated
herein by reference.
(b) Pro Forma Financial Information.
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The pro forma financial information required by this item is contained
under the heading "PROFORMA COMBINED FINANCIAL INFORMATION" in the
Proxy Statement which information is filed herewith at Exhibit 2 and
incorporated herein by reference.
(c) Exhibits.
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1. Press release, dated April 9, 1996, issued by AmVestors Financial
Corporation.
2. AmVestors Proxy Statement, dated March 1, 1996 and previously
filed with the Commission is hereby incorporated herein by
reference (the "Proxy Statement").
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 22, 1996
AMVESTORS FINANCIAL CORPORATION
By: /s/ Ralph W. Laster, Jr.
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Ralph W. Laster
Chief Executive Officer