-----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, BL+YvLYTqq/TP2vyc5j/mCG+Xa/m6msTyVmQYsD/YbWx/Y84302Vnr+tDsIQymq8 FpR3hTu0WCTqxhR7HjdyTg== 0000004977-96-000002.txt : 19960229 0000004977-96-000002.hdr.sgml : 19960229 ACCESSION NUMBER: 0000004977-96-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-44720 FILED AS OF DATE: 19960228 EFFECTIVENESS DATE: 19960318 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFLAC INC CENTRAL INDEX KEY: 0000004977 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 581167100 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01243 FILM NUMBER: 96526802 BUSINESS ADDRESS: STREET 1: 1932 WYNNTON RD CITY: COLUMBUS STATE: GA ZIP: 31999 BUSINESS PHONE: 4043233431 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FAMILY CORP DATE OF NAME CHANGE: 19920306 S-8 1 FEB 1996 S-8 FILING As filed with the Securities and Exchange Commission on February 28, 1996 Registration No. 33- - ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ AFLAC INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in its charter) GEORGIA 58-1167100 - ------------------------ ---------------------- (State of incorporation) (IRS Employer Identification Number) Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 ----------------------------------------------------- (Address of principal executive offices and zip code) AFLAC INCORPORATED AMENDED 1985 STOCK OPTION PLAN formerly, AMERICAN FAMILY CORPORATION STOCK OPTION PLAN (1985) -------------------------------------------------------------- (Full title of the plan) Martin A. Durant, III Senior Vice President, Corporate Services AFLAC Incorporated Worldwide Headquarters 1932 Wynnton Road, Columbus, Georgia 31999 -------------------------------------------- (Name and address of agent for service) (706) 323-3431 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) The Securities and Exchange Commission is requested to send copies of all communication and notice to: MICHAEL P. ROGAN, ESQ. Skadden, Arps, Slate, Meagher & Flom 1440 New York Avenue, N.W. Washington, D.C. 20005 - ---------------------------------------------------------------------------- - ii - CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registra- Registered Registered (1) Per Share (2) Price tion Fee - --------------------------------------------------------------------------- Common Stock, 1,195,000 $48.75 $58,256,250 $20,088.50 $.10 par value shares ("Common Stock") (1) There is also being registered hereunder such additional number of shares of Common Stock as may be issued pursuant to the anti-dilution provisions of the Stock Option Plan. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h)(1) and based on the average of the high and low prices for the Common Stock as reported in the consolidated reporting system as of February 23, 1996. - -------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference AFLAC Incorporated ("AFLAC") hereby incorporates the following documents into this Registration Statement by reference: a. The contents of the earlier Registration Statements on Form S-8, registration number 33-44720, for the AMERICAN FAMILY CORPORATION STOCK OPTION PLAN (1985); b. AFLAC's Annual Report on Form 10-K for the year ended December 31, 1994, filed electronically with the Securities and Exchange Commission (the "SEC") on March 28, 1995; c. AFLAC's Quarterly Reports on Form 10-Q for the periods ended March 31, 1995, June 30, 1995, and September 30, 1995; d. all other reports filed by AFLAC pursuant to Sections 13(a) or 15(d) of the Securities Act of 1934 (the "Exchange Act") since December 31, 1994; e. the description of the Common Stock contained in a registration statement filed under the Exchange Act, and any amendments or reports filed with the SEC for the purpose of updating such description. In addition, all documents subsequently filed by AFLAC Incorporated pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered under the Stock Option Plan have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. Item 8. Exhibits Number Description -------- ------------------- 5.1 Opinion of Joey M. Loudermilk, General Counsel, AFLAC Incorporated 15 Letter of KPMG Peat Marwick, Re: Unaudited Interim Financial Statements 23.1 Consent of KPMG Peat Marwick -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on February 23, 1996. AFLAC INCORPORATED Dated February 23, 1996 By: /s/ Daniel P. Amos ---------------------------------- Daniel P. Amos Chief Executive Officer -2- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------------- ----------- ---------- /s/ Daniel P. Amos Chief Executive February 23, 1996 - ------------------------- Officer and Vice ----------------- Daniel P. Amos Chairman of the Board /s/ Kriss Cloninger, III Executive Vice February 23, 1996 - ------------------------- President, ----------------- Kriss Cloninger, III Treasurer and Chief Financial Officer /s/ Martin A. Durant, III Senior Vice February 23, 1996 - ------------------------- President, ----------------- Martin A. Durant, III Corporate Services /s/ Paul S. Amos Chairman of February 23, 1996 - ------------------------- the Board ----------------- Paul S. Amos /s/ J. Shelby Amos, II Director February 23, 1996 - ------------------------- ----------------- J. Shelby Amos, II Director February 23, 1996 - ------------------------- ----------------- Michael H. Armacost /s/ M. Delmar Edwards, M.D. Director February 23, 1996 - ------------------------- ----------------- M. Delmar Edwards, M.D. /s/ George W. Ford, Jr. Director February 23, 1996 - ------------------------------ ----------------- George W. Ford, Jr. Director February 23, 1996 - ------------------------- ----------------- Cesar E. Garcia /s/ Joe Frank Harris Director February 23, 1996 - ------------------------- ----------------- Joe Frank Harris -3- Director February 23, 1996 - ------------------------- ----------------- Elizabeth J. Hudson Director February 23, 1996 - ------------------------- ----------------- Kenneth S. Janke, Sr. Director February 23, 1996 - ------------------------- ----------------- Charles B. Knapp Director February 23, 1996 - ------------------------- ----------------- Hisao Kobayashi Director February 23, 1996 - ------------------------- ----------------- Yoshiki Otake /s/ E. Stephen Purdom Director February 23, 1996 - ------------------------- ----------------- E. Stephen Purdom /s/ Barbara K. Rimer Director February 23, 1996 - ------------------------- ----------------- Barbara K. Rimer /s/ Henry C. Schwob Director February 23, 1996 - ------------------------- ----------------- Henry C. Schwob /s/ J. Kyle Spencer Director February 23, 1996 - ------------------------- ----------------- J. Kyle Spencer /s/ Glenn Vaughn, Jr. Director February 23, 1996 - ------------------------- ----------------- Glenn Vaughn, Jr. -4- EXHIBIT INDEX NUMBER DESCRIPTION - ------------ ----------------------- 5.1 Opinion of Joey M. Loudermilk, General Counsel, AFLAC Incorporated 15 Letter of KPMG Peat Marwick, Re: Unaudited Interim Financial Statements 23.1 Consent of KPMG Peat Marwick -5- EX-5 2 LEGAL OPINION - EXH. 5.1 EXHIBIT 5.1 February 28, 1996 AFLAC Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999-0001 Ladies and Gentlemen: I am General Counsel of AFLAC INCORPORATED, a Georgia corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Registration Statement on Form S-8 (the "Registration Statement") relating to 1,195,000 shares (the "Shares") of the Company's common stock, par value $.10 per share (the "Common Stock") issuable pursuant to the Company's Amended 1985 Stock Option Plan (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction of (i) the form of the Registration Statement to be filed with the Commission on the date hereof; (ii) the Plan; (iii) the Certificate of Incorporation of the Company, as currently in effect; (iv) the Bylaws of the Company, as currently in effect; (v) the resolutions of the Board of Directors of the Company relating to, among other things, the Plan; (vi) the resolutions of the stockholders relating to the Plan; (vii) the forms of a specimen certificate representing the Shares; and (viii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, I have relied upon statements and representations of officers or other representatives of the Company and others. I am admitted to the Bar of the State of Georgia, and I express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, when (i) the Registration Statement becomes effective, (ii) the Shares are issued pursuant to the terms of the Plan and (iii) certificates representing the Shares are duly executed, countersigned, registered and delivered, I am of the opinion that the Shares will be duly authorized by requisite corporate action on the part of the Company and, when and to the extent issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Joey M. Loudermilk ------------------------------ Joey M. Loudermilk EX-15 3 KPMG LETTER - EXH. 15 EXHIBIT 15 KPMG PEAT MARWICK, LLP Certified Public Accountants 303 Peachtree Street, N.E. Suite 2000 Telephone: 404-222-3000 Atlanta, Georgia 30308 Telefax: 404-222-3050 The Board of Directors AFLAC Incorporated Columbus, Georgia Re: Registration Statement Form S-8 Gentlemen: With respect to the subject registration statement, we acknowledge our awareness of the use therein of our reports dated April 25, 1995, July 24, 1995, and October 25, 1995, related to our reviews of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /s/ KPMG Peat Marwick, LLP ------------------------------ KPMG Peat Marwick, LLP Atlanta, Georgia February 23, 1996 EX-23 4 KPMG CONSENT - EXH. 23.1 EXHIBIT 23.1 KPMG PEAT MARWICK, LLP Certified Public Accountants 303 Peachtree Street, N.E. Suite 2000 Telephone: 404-222-3000 Atlanta, Georgia 30308 Telefax: 404-222-3050 The Board of Directors AFLAC Incorporated We consent to incorporation by reference in the registration statement on Form S-8 of AFLAC Incorporated of our report dated January 30, 1995, relating to the consolidated balance sheets of AFLAC Incorporated and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of earnings, stockholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994, annual report on Form 10-K of AFLAC Incorporated, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick, LLP ------------------------------ KPMG Peat Marwick, LLP Atlanta, Georgia February 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----