Edgar Filing: AMERUS GROUP CO/IA

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Registration No. 333-32203

As filed with the Securities and Exchange Commission on August 29, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERUS GROUP CO.*
(Exact name of registrant as specified in its charter)

IOWA 42-1458424
(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 GROUP CO. STOCK INCENTIVE PLAN
(Full title of the plan)

JOSEPH K. HAGGERTY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMERUS GROUP CO.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948

(515) 362-3600
(Telephone number, including area code, of agent for service)

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* AmerUs Life Holdings, Inc. ("AmerUs Life Holdings"), an Iowa Corporation,
previously filed a Registration Statement on Form S-8 related to the offer and
sale of up to 140,000 shares of its Class A Common Stock pursuant to its Stock
Incentive Plan (Registration Statement No. 333-32203). Pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), and the
principles set forth in the no action letter provided to AmerUs Life Holdings,
Inc. and the Company on July 24, 2000, this Post-Effective Amendment No. 1 to
Registration Statement No. 333-32203 is being filed by the Registrant for the
purpose of adopting Registration Statement No. 333-32203 as its own for all
purposes under the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as a result of the merger of AmerUs Life Holdings
with and into the Registrant (the "Merger"). In connection with the Merger, each
share of Class A Common Stock of AmerUs Life Holdings was converted into one
share of Common Stock of the Registrant. Accordingly, no additional registration
fee is required.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 by AmerUs Group Co., an Iowa
corporation (the "Registrant") relates to the Registration Statement on Form S-8
(File No. 333-32203) of AmerUs Life Holdings, relating to its shares of Class A
Common Stock previously registered for issuance under the AmerUs Life Holdings,
Inc. Stock Incentive Plan. Pursuant to Rule 414 promulgated under the Securities
Act and the principles set forth in the no-action letter provided to AmerUs Life
Holdings and the Registrant on July 24, 2000 from the Securities and Exchange
Commission (the "Commission"), the Registrant hereby adopts Registration
Statement No. 333-32203 as its own for all purposes under the Securities Act and
the Exchange Act, as a result of the merger described below.

Pursuant to the Agreement and Plan of Merger, dated December 17, 1999,
between AmerUs Life Holdings and the Registrant (f/k/a American Mutual Holding
Company), AmerUs Life Holdings merged with and into the Registrant, with the
Registrant as the surviving corporation (the "Merger"). The Merger became
effective on September 20, 2000. As a result of the Merger, each share of Class
A Common Stock of AmerUs Life Holdings issued prior to the Merger was
automatically converted into one issued and fully paid and nonassessable share
of Common Stock of the Registrant.

The Merger and related transactions are described in the Registrant's
Registration Statement on Form S-4 (File No. 333-36992).

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PART I

INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* The information in Part I which is required by Rule 428 under the Securities
Act, to be contained in the Section 10 (a) prospectus is omitted from the
Registration Statement in accordance with the Note to Part I of Form S-8 and
Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Commission
pursuant to the Securities Act and the Exchange Act, are incorporated by
reference herein and shall be deemed to be a part hereof:

(i) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;

(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001 and June 30, 2001;

(iii) the Registrant's Current Reports on Form 8-K filed on February
23, 2001, March 29, 2001 and May 23, 2001 and a Report on Form 8-K/A
filed on July 23, 2001; and

(iv) the description of the Registrant's Common Stock, no par value
(the "Common Stock"), which is contained in the Registrant's
Registration on Form S-4 filed under the Securities Act on May 12,
2000, including any amendment or report filed for the purpose of
updating such description.

All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Post-Effective Amendment No. 1 (the "Post-Effective Amendment") to
the Registration Statement No. 333-32203 (the "Registration Statement"), but
prior to the filing of any subsequent post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement. Each document incorporated by
reference into the Registration Statement shall be deemed to be a part of the
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into the
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock offered hereby will be passed upon for
the Registrant by Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of the Registrant. Mr. Haggerty beneficially owns 31,087 shares of the
Common Stock, and Mr. Haggerty has current exercisable options to purchase
30,000 shares of the Common Stock of the Registrant.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 490.832 of the Iowa Business Corporation Act (the "IBCA")
provides that a corporation's articles of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, provided that the provision does not eliminate or limit the liability
of a director for a breach of the director's duty of loyalty to the corporation
or its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for a transaction from
which the director derives an improper personal benefit, or under Section
490.833 of the IBCA. Further, Section 490.851 of the IBCA provides that a
corporation may indemnify its directors against liabilities and reasonable
expenses incurred by reason of such person serving in the capacity of director,
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 indemnity provisions under Section
490.851 shall not apply (i) in the case of actions brought by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
(ii) in connection with any other proceeding charging improper personal benefit
to the director, whether or not involving action in the director's official
capacity, in which the director was adjudged liable on the basis that impersonal
benefit was improperly received by the director. In addition, Section 490.852 of
the IBCA provides mandatory indemnification of reasonable expenses incurred by a
director who successfully defends any action in which the director was a party
because the director is or was a director of the corporation. Finally, Section
490.856 of the IBCA provides that, unless otherwise provided in a corporation's
articles of incorporation: (i) an officer of the corporation who is not a
director is entitled to mandatory indemnification under Section 490.852 of the
IBCA and is entitled to apply for court-ordered indemnification under Section
490.854 of the IBCA in each case to the same extent as a director, (ii) the
corporation may indemnify and advance expenses under Section 490.852 to an
officer, employee, or agent of the corporation who is not a director to the same
extent as to a director, and (iii) a corporation may also indemnify and advance
expenses to an officer, employee, or agent who is not a director to the extent,
consistent with law, that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.

The Registrant's Articles of Incorporation provide that no director of
the Registrant will be liable to the Registrant or its shareholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
otherwise required by the IBCA. This provision will not prevent shareholders
from obtaining injunctive or other equitable relief against directors nor will
it shield directors from liability under Federal or state securities laws. In
addition, the Articles of Incorporation provide that the Registrant will to the
maximum extent permitted by law, indemnify a person who incurs any loss by
reason of the fact that he or she is or was or has agreed to be a director or
officer of the Registrant or while a director or officer of the Registrant is or
was serving at the request of the Registrant as a director, officer, partner,
trustee, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
subject to such person having met the standards of conduct required for such
indemnification under Iowa law.

As permitted by and in accordance with Section 490.857 of the IBCA, the
Registrant 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 Registrant 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 Registrant's
Articles of Incorporation and Iowa law.

ITEM 7. EXEMPTION FROM REGISTRATION.

Not Applicable.

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ITEM 8. EXHIBITS.

The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

4(a) Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q filed December 6, 2000).

4(b) Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.2 of the Registrant's Quarterly Report on Form
10-Q filed December 6, 2000).

4(c) AmerUs Life Holdings, Inc. Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.11 of AmerUs Life Holdings Registration
Statement on Form S-1 (File No. 333-12239).

4(d)* Amendment No. 1 to the AmerUs Life Holdings, Inc. Stock Incentive Plan.

5* Opinion of Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of the Registrant, regarding the legality of the securities
being registered hereunder.

23(a)* Consent of Joseph K. Haggerty, Esq., Senior Vice President and General
Counsel of the Registrant (included in the Opinion filed as Exhibit 5).

23(b)* Consent of KPMG LLP.

24* Power of Attorney (set forth on the signature page of this Registration
Statement).

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* included herein

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ITEM 9. UNDERTAKINGS.

(a) The undersigned 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, as amended (the "Securities Act");

(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 thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the 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 by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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 remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.

* * *

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 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
29th day of August, 2001.

AMERUS GROUP CO.

By /s/ Roger K. Brooks
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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 Group Co. 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 the Registration Statement
on Form S-8, File No. 333-32203 (the Registration Statement"), under the
Securities Act of 1933, as amended, including this Post-Effective Amendment No.
1 and any other post-effective amendments, and other related documents, and to
file the same with the 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.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement and the
foregoing Power of Attorney have been signed by the following persons in the
capacities and on the date(s) indicated:

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SIGNATURE CAPACITY DATE
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/s/ Roger K. Brooks Chairman, President and Chief August 29, 2001
----------------------------- Executive Officer (Principal
Roger K. Brooks Executive Officer) and a Director

/s/ Michael G. Fraizer Executive Vice President and August 29, 2001
----------------------------- Chief Financial Officer
Michael G. Fraizer (Principal Financial Officer)

/s/ Brenda J. Cushing Vice President and Controller August 29, 2001
----------------------------- (Principal Accounting Officer)
Brenda J. Cushing
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/s/ John R. Albers Director August 29, 2001
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John R. Albers
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/s/ Joseph A Borgen Director August 29, 2001
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Joseph A. Borgen
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/s/ Malcolm Candlish Director August 29, 2001
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Malcolm Candlish
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/s/ Alecia A. DeCoudreaux Director August 29, 2001
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Alecia A. DeCoudreaux
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/s/ Thomas F. Gaffney Director August 29, 2001
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Thomas F. Gaffney
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/s/ Ralph W. Laster, Jr. Director August 29, 2001
--------------------------
Ralph W. Laster, Jr.
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/s/ John W. Norris, Jr. Director August 29, 2001
--------------------------
John W. Norris, Jr.
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/s/ Andrew J. Paine, Jr. Director August 29, 2001
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Andrew J. Paine, Jr.
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/s/ Jack C. Pester Director August 29, 2001
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Jack C. Pester
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/s/ John A. Wing Director August 29, 2001
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John A. Wing
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/s/ F.A. Wittern, Jr. Director August 29, 2001
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F.A. Wittern, Jr.
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EXHIBIT INDEX

EX. NO. DESCRIPTION
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