-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIjwh4ta+LdpodVATK0AdAeAwgEsiXyyIj3wJY2drIve2OoTV6owL2WTJCG4ST4X bcWLrgVEx3wSGcJcLSygBw== 0000950123-03-006461.txt : 20030522 0000950123-03-006461.hdr.sgml : 20030522 20030522172826 ACCESSION NUMBER: 0000950123-03-006461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030522 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERUS GROUP CO/IA CENTRAL INDEX KEY: 0001051717 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 421458424 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15166 FILM NUMBER: 03716895 BUSINESS ADDRESS: STREET 1: 699 WALNUT STREET CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5153623600 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUTUAL HOLDING CO DATE OF NAME CHANGE: 19971217 8-K 1 y86977ke8vk.txt AMERUS GROUP CO. ================================================================================ 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): May 22, 2003 AMERUS GROUP CO. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) IOWA 000-30898 42-1458424 - ------------------------ ------------------------ ------------------- (State of incorporation) (Commission file number) (I.R.S. employer identification no.) 699 WALNUT STREET DES MOINES, IOWA 50309-3948 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) (515) 362-3600 ---------------------------------------------------- (Registrant's telephone number, including area code) Page 1 of 4 Pages ================================================================================ Index to Exhibits on Page 4 ITEM 5. OTHER EVENTS On May 22, 2003, AmerUS Group Co. (the "REGISTRANT") issued a press release announcing that it has priced $125 million of mandatorily convertible securities (PRIDESSM). Exhibit 99.1 is a copy of such press release and is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. Exhibit Number Item -------------- ---- 99.1 Announcement that Registrant has priced $125 million of mandatorily convertible securities (PRIDESSM) contained in the press release issued by the Registrant on May 22, 2003. PAGE 2 OF 4 SIGNATURES 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 thereunto duly authorized. AmerUs Group Co. (Registrant) Dated: May 22, 2003 By: /S/ Melinda S. Urion ------------------------- Melinda S. Urion Executive Vice President and Chief Financial Officer PAGE 3 OF 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 99.1 Announcement that Registrant has priced $125 million of mandatorily convertible securities (PRIDESSM) contained in the press release issued by the Registrant on May 22, 2003. PAGE 4 OF 4 EX-99.1 3 y86977kexv99w1.txt PRESS RELEASE [AMERUS GROUP LOGO] FOR IMMEDIATE RELEASE For more information, contact: Marty Ketelaar, Director, Investor Relations (515) 362-3693 AmerUs Group Prices $125 Million -------------------------------- of Mandatorily Convertible Securities ------------------------------------- DES MOINES, Iowa (May 22, 2003)--AmerUs Group Co. (NYSE: AMH), a leading producer of life insurance and annuity products, today announced that it has priced $125 million of mandatorily convertible securities (PRIDES(sm)). This is an increase from the original announcement to offer $100 million of PRIDES. AmerUs Group has also granted the underwriters an option to purchase an additional $18.75 million of PRIDES. It is expected that the PRIDES will be listed on the New York Stock Exchange. The PRIDES initially will consist of a $25 senior note and a contract requiring the holder to purchase AmerUs Group common stock. The note has a minimum term of 4.75 years, which may be extended by AmerUs Group in certain circumstances. The PRIDES will offer quarterly payments at an annual rate of 6.25 percent, payable on February 16, May 16, August 16 and November 16 of each year, commencing August 16, 2003. Under the purchase contract, holders of each contract are required to purchase AmerUs Group common stock at the settlement date of August 16, 2006 based on a specified settlement rate, which will vary according to the applicable market value of AmerUs Group common stock at the settlement date. The value of AmerUs Group common stock to be issued upon settlement of each purchase contract will not exceed $25, the stated value of the PRIDES, unless the applicable market value of AmerUs Group common stock (which is measured by the common stock price over a 20-day trading day period) increases by more than 30 percent over the AmerUs Group NYSE closing price on May 21, 2003 of $26.00 per share. Merrill Lynch & Co. and Goldman, Sachs & Co. are the underwriters for the offering. Full details of the offering, including a description of the PRIDES and risk factors, are contained in a prospectus supplement to the prospectus dated November 19, 2001 filed by AmerUs Group with the Securities and Exchange Commission, copies of which will be available from Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, New York 10080. AmerUs Group Co. is located in Des Moines, Iowa, and is engaged through its subsidiaries in the business of marketing individual life insurance and annuity products in the United States. Its major subsidiaries include: AmerUs Life Insurance Company, American Investors Life Insurance Company, Inc., Bankers Life Insurance Company of New York, IL Annuity and Insurance Company, and Indianapolis Life Insurance Company. As of March 31, 2003, AmerUs Group's total assets were $21.4 billion and shareholders' equity totaled $1.3 billion, including accumulated other comprehensive income. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements are not 2 based on historical information and relate to future operations, strategies, financial results or other developments. Additionally, forward-looking statements are subject to assumptions, risks and uncertainties. Statements such as "expect," "anticipate," "believe," "plan," "goal," "objective," "target," "may," "should," "estimate," "projects," or similar words as well as specific projections of future results qualify as forward-looking statements. Factors that may cause our actual results to differ materially from those contemplated by these forward-looking statements can be found in the company's annual report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date the statement was made and AmerUs Group undertakes no obligation to update such forward-looking statements. There can be no assurance that other factors not currently anticipated by the company will not materially and adversely affect our results of operations. Investors are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. 3 -----END PRIVACY-ENHANCED MESSAGE-----