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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
AMERUS GROUP CO.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of filing fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(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 (Set forth the amount on which the filing fee is calculated and state how it
was determined): |
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(4) Proposed maximum aggregate value of transaction: |
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(5) Total fee paid: |
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Fee paid previously with preliminary materials: |
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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. |
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(1) Amount Previously Paid: |
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(2) Form, Schedule or Registration Statement No.: |
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(3) Filing Party: |
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(4) Date Filed: |
Filed by: AmerUs Group Co.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: AmerUs Group Co.
Commission File No. 001-15166
On August 11, 2006, AmerUs Group Co. (the Company) posted the following questions and answers on
its internal website. These questions and answers provide the Companys employees with information
on the acquisition of the Company by Aviva plc.
Acquisition Q&A for Employees
A new Questions and Answers document, <link to AmerUs Employee Q&A August 11 Final>,
is now available for your review. It addresses over 20 questions submitted by employees about a
variety of issues related to the pending acquisition.
Employees questions which have already been addressed in a previous Q&A are not restated in this
current version. As you may have noticed, the left-hand navigation on AmerUs Today includes a
selection for Aviva Acquisition. If you choose that link, youll be able to view previous
articles and Q&As published on AmerUs Today about the acquisition.
Question boxes are now available at all locations for employees to use. Please continue to submit
your questions about the acquisition. Additional Q&As will be posted on AmerUs Today on a regular
basis.
Aviva Acquisition
Questions and Answers
August 11, 2006
1. Where is Avivas presence largest? And are job transfers to other countries encouraged?
Aviva has a presence in more than 25 countries. Worldwide business mix in 2005 by geography was
49% UK, 43% Continental Europe and 8% in the rest of the world. While there havent been any
specific conversations about international job transfers, it is not uncommon for Aviva to move key
people between locations.
2. What does plc mean in Aviva plc?
PLC stands for Public Limited Company, and is a common United Kingdom (U.K.) term for companies
that are publicly traded.
3. Why did the stock offering drop from $72 $74 (as reported on the internet) to $68?
The $72-$74 price range, as well as the $68 quote, was erroneously reported by the press. A
per share cash price of $69 was approved by the boards of directors of both AmerUs Group and Aviva
plc.
4. Will there be any immediate changes here due to cultural differences?
Avivas published values progressiveness, integrity, performance, and teamwork are fully
embraced by AmerUs. As the management teams from Aviva and AmerUs have had an opportunity to meet,
both have observed the strong similarities between our cultures. AmerUs believes its employees are
focused on performance, adaptable to change and possess a strong work ethic. We would anticipate
the combined organization to continue exhibiting those same cultural characteristics.
5. Approximate time until change plan begins?
The integration planning efforts are anticipated to begin in earnest following receipt of antitrust
approvals. Any restructuring related to the acquisition will be implemented after the close of the
transaction and could take months before completion.
6. If you are going to look at redundancies and efficiencies what does that mean to existing
initiatives going on within AmerUs today?
At the time the acquisition was announced, AmerUs was already involved with a number of operational
improvement initiatives designed to move the annuity and life segments closer to common practices,
processes and systems. Those initiatives are still underway and any restructuring that might
result from those efforts will be considered as part of the overall restructuring plan.
7. An analyst mentioned this was a minor deal for Aviva regarding other potential US
acquisitions, are other larger acquisitions planned?
The analyst comment was simply in reference to Avivas asset size (approximately $577 billion)
compared to AmerUs Groups assets (approximately $25 billion). Aviva believes AmerUs Group
provides an excellent platform that can achieve substantial growth in the U.S. marketplace. As
such, no additional acquisitions in the U.S. are currently being considered.
8. How much is a UK pound compared to an American dollar?
$1 in the US currently converts to £0.53 British Pound Sterling. Pound Sterling is the currency in
Channel Islands, Isle of Man, and United Kingdom (England, Great Britain, Northern Ireland,
Scotland, Wales, GB, GBR, UK). Pound Sterling is also known as the British Pound, the United
Kingdom Pound, UKP, STG, the English Pound, British Pound Sterling, BPS, and Sterlings. The symbol
for GBP can be written £. Pound Sterling is divided into 100 pence.
9. Will the office in Des Moines be left in downtown Des Moines? Are we going to be moving to
another location? If so, when?
The review of our physical facilities is part of the normal planning process. The integration
planning efforts will assist us in forecasting the space requirements to support our anticipated
growth. A variety of alternatives will be considered.
10. Will those that are identified as redundant, be able to apply elsewhere in the organization?
This depends on the individual situation. Employees whose positions are eliminated will have the
opportunity to apply for any open positions for which they are qualified across the organization.
11. Will we celebrate the merger?
Upon completion of the transaction we will recognize the momentous event in an appropriate way. It
is too early to say what the specific plans might be, but we will certainly stop to recognize the
significant milestone in our growth.
12. Avivas product mix is 70%/30% Life/Savings and P&C. Will Aviva be offering P&C in the US?
Will AmerUs be expanding our servicing to included additional Aviva products? If so, will that
fall under the Des Moines headquarters?
One of the benefits of the proposed acquisition is the opportunity for Aviva and AmerUs to review
the products and services offered through each organization to see if there are additional
opportunities for growth. However, Aviva has indicated that it has no plans for expansion into the
property and casualty insurance business in the US.
13. Will we have additional systems?
Probably. During the integration planning process there will be a full review of the systems
currently in use and those being considered for the future. While we will likely pursue our
strategy of common practices, processes and systems, there are differences between Aviva USA and
AmerUs that may warrant continued use of unique systems.
14. Will growth efforts focus on existing lines of business or will Aviva USA look to expand to the
variable annuity market as well? If so through organic growth or by acquisition?
We will bring together the product capability of AmerUs and Aviva USA and that gives us strength in
the equity index product, the fixed annuity product, and the universal life product markets. In
addition, the protection and structured settlement products from Aviva USA will give us a good
product range. At this point we do not see the need to extend in the variable annuity markets: we
will focus in the equity index market.
15. Will we continue to focus on the indexed life and annuity product lines?
Yes. Aviva expects AmerUs to expand on its leadership position within the industry for indexed
products.
16. Does Aviva market indexed products in other areas of the world?
While Aviva does not offer contracts that have exactly the same structure as the AmerUs index
linked products, apart from the current Aviva USA life companies in Boston, several other Aviva
companies around the world offer similar products. For example, structured bonds have many similar
characteristics to AmerUs index linked products. These products offer a combination of guarantees
and index link, supported by investment in derivatives, and are usually for a fixed term of around
5 years. These products are popular in the UK and mainland Europe in Italy the sales of these
products are around 50% of life new business.
17. If Aviva is buying AmerUs stock at $69 a share, what if AmerUs shares drop? Will we still get
our shares at $69? What if stocks rise?
If the transaction receives shareholder and regulatory approvals, shareholders who own AmerUs Group
common stock on the record date will receive $69 in cash for each share of AmerUs Group common
stock, regardless of the then current market price.
18. Compensation and Benefits: A series of questions have been submitted regarding
anticipated changes to the AmerUs compensation and benefit programs, as well as questions related
to the Aviva compensation and benefit programs and how the two compare. The specific questions
asked comprise of the following:
Compensation
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In the meeting it was addressed that the bonus for the coming year is okay. However, it
wasnt mentioned if we would continue to get bonuses in the coming years. Will be bonuses be
eliminated? |
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Will our minimum raise be higher than 3% once Aviva takes over AmerUs? |
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Do the employees in England get paid more than us? Are salaries comparable? |
Benefits
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Will I continue to have the option to purchase supplemental life insurance? |
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What are Avivas current benefits and vacation?
· How do benefits compare between the companies cost of insurance, paid holidays, etc? |
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What will this acquisition do to our benefits? |
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Will we have Aviva benefits next year? If so, how big of a change will it be? |
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How will our benefits be affected? Will we adopt changes to policies to be in line with
Aviva USA or will Aviva USA adjust to be more like our current programs? |
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How will retirement benefits be affected? |
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How will medical coverage at retirement be affected? |
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AmerUs has a retirement benefit of $1,000 per year of service towards medical. Will this
still be offered? |
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Will there be a new pension plan? |
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Can we carry over vacation or will we lose it? |
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Will flex hours still be offered? |
The compensation and benefit programs offered by AmerUs and Aviva will be reviewed and compared as
part of the integration. The pay-for-performance philosophy utilized by both companies will
continue. In addition, compensation and benefit programs will remain competitive with comparable
jobs in the area.
As part of the definitive agreement it was determined that no significant changes, in the
aggregate, to our employee compensation and benefit programs will be made for a period of 24 months
following the closing. Please remember that in the ordinary course of business AmerUs evaluates
compensation administration and benefit plan programs on an annual basis in order to remain
competitive and manage costs. As a result, changes comparable to those that have occurred in the
past can be expected to also take place in 2007.
19. 401(k): A series of questions have also been submitted regarding anticipated changes to
the All*AmerUs Savings & Retirement Plan. The specific questions asked comprise of the following:
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Will shares of Aviva plc be available to purchase through our 401(k) plan? |
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Aviva USAs 401(k) is managed by Vanguard. Will our 401(k) plan eventually change from
JPMorgan to Vanguard? Will we be forced to roll over our monies? |
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Will we still have 401(k) matching? |
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Will we see money from the sale since we have stock in the 401(k)? Will we get cash from
the sale? |
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Please explain the ESOP funds and how the price of stock figures in and how we can
calculate the amount our stock will be worth. |
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Will we receive cash for our ESOP? |
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Do we have to reinvest the money we get from our stock? |
As stated above, the benefit programs offered by AmerUs and Aviva will be reviewed and compared as
part of the integration. No significant changes, in the aggregate, to our employee compensation
and benefit programs (including the 401(k)) will be made for a period of 24 months following the
closing.
The AmerUs stock in employees retirement programs will be converted to cash shortly after
close of the transaction. Employees will then have the opportunity to reallocate the
proceeds from the sale of their AmerUs stock into any of the other investment choices available in
those plans. If you do not reallocate the proceeds they will automatically be invested in the
default fund (American Century Stable Asset Fund in the 401(k) and American Century Premium Money
Market -Investment Fund in the Excess Benefit Plan and SERP).
The value of your stock can be calculated by multiplying the number of shares of AmerUs Group
Common stock Company Stock Fund and ESOP Fund in your 401(k) at the time of closing by $69.
20. Will there be exit packages for employees downsized from redundancies? Will severance packages
be what AmerUs has today or will different packages be offered?
Yes, employees who experience position elimination as a result of the integration will be eligible
to receive an exit package. The current AmerUs Group Severance and Transition Plan is in effect
through December 31, 2006 and is located on AmerUsToday. We will continue to be responsive to the
needs of affected employees and provide various severance and transition benefits consistent with
those offered by AmerUs in the past. Additionally, our agreement with Aviva assures that the exit
packages offered for 24 months after the closing of the merger will be at least as favorable as the
current exit packages.
21. If jobs are eliminated, who will go first, the ones that have a lot of years of service? When
you identify the areas that you will need to choose what employees you will retain, will we have to
go through an interviewing process as if we were applying for the job or will be decision be made
strictly off our records?
Once the new organizational structure has been determined, the number, type and location of
positions will be determined. The next step will be to formally assess the skills, experience and
capabilities of employees to determine those most qualified for the positions.
22. If I do retain a position and continue with Aviva will I keep my seniority or does it start
over?
Current years of service will continue to be used to determine plan eligibility and vesting for all
existing plans.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of AmerUs Group Co. by Aviva plc. In connection with the proposed acquisition, AmerUs Group will
file with or furnish to the Securities and Exchange Commission all relevant materials, including a
proxy statement on Schedule 14A. SECURITY HOLDERS OF AMERUS GROUP ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING AMERUS
GROUPS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Security holders may obtain a free copy of the proxy statement,
when it becomes available, and other documents filed or furnished by AmerUs Group at the Securities and Exchange Commissions web site at www.sec.gov. In
addition, free copies of the proxy statement (when it becomes available) and other documents will
also be available on AmerUs Groups website at www.amerus.com. The proxy statement and other
relevant documents may also be obtained for free from AmerUs Group by directing such request to
Investor Relations, AmerUs Group, PO Box 1555, Des Moines, Iowa 50306-1555. The contents of the
websites referenced above are not deemed to be incorporated by reference into the proxy statement.
Participants in Solicitation
AmerUs Group and its directors, executive officers and certain other members of its management and
employees may be deemed to be participants in the solicitation of proxies from its shareholders in
connection with the proposed transaction. Information regarding the interests of such directors and
executive officers is included in AmerUs Groups Proxy Statement for its 2006 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission on March 29, 2006, and information
concerning all of AmerUs Groups participants in the solicitation will be included in the proxy
statement relating to the proposed transaction when it becomes available. Each of these documents
is, or will be, available free of charge at the Securities and Exchange Commissions web site at
www.sec.gov and from AmerUs Group at www.amerus.com or by directing such request to the address
provided in the section above.
Cautionary Statement Regarding Forward-Looking Statements
This document contains statements which constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, which include words such as anticipate,
believe, plan, estimate, expect, intend, and other similar and related expressions.
Forward-looking statements are made based upon managements current expectations and beliefs
concerning future developments and their potential effects on AmerUs Group. Such forward-looking
statements are not guarantees of future events. Actual results may differ materially from those
contemplated by the forward-looking statements due to, among others, the following factors: (1) the
shareholders of AmerUs Group may not approve and adopt the merger agreement and the transactions
contemplated by the merger agreement at the special shareholder meeting; (2) the parties may be
unable to obtain governmental and regulatory approvals required for the merger, or required
governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; (3) the parties may be unable to
complete the merger because, among other reasons, conditions to the closing of the merger may not
be satisfied or waived; or (4) other factors that may be referred to in AmerUs Groups reports
filed with or furnished to the Securities and Exchange Commission from time to time. There can be
no assurance that other factors not currently anticipated by AmerUs Group will not materially and
adversely affect future events. Security holders are cautioned not to place undue reliance on any
forward-looking statements made by AmerUs Group or on its behalf. Forward-looking statements speak
only as of the date the statement was made. AmerUs Group undertakes no obligation to update or
revise any forward-looking statement.