1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: March 27, 2001) AMERUS GROUP CO. (Exact Name of Registrant as Specified in Charter) IOWA 000-30898 42-1458424 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 699 WALNUT STREET DES MOINES, IOWA 50309-3948 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (515) 362-3600 ITEM 5. OTHER EVENTS On March 27, 2001, AmerUs Group Co. announced that its proposal to issue up to 10.3 million shares of common stock in conjunction with the acquisition of Indianapolis Life Insurance Company was approved at a special meeting of shareholders. For details, please see the news release attached hereto as Exhibit 99.1. The Consolidated Financial Statements of Indianapolis Life Insurance Company for the years ended December 31, 2000, 1999 and 1998 together with the report of Independent Auditors are attached as Exhibit 99.2. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERUS GROUP CO. By: /s/ JAMES A. SMALLENBERGER ------------------------------- James A. Smallenberger Senior Vice President & Corporate Secretary Dated: March 29, 2001 2 3 EXHIBITS Exhibit No. Description ----------- ----------- 23.1 Consent of Independent Auditors 99.1 News Release 99.2 Consolidated Financial Statements of Indianapolis Life Insurance Company at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000. 3