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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): July 12, 2006
AMERUS GROUP CO.
(Exact name of registrant as specified in its charter)
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Iowa
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001-15166
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42-1458424 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
699 Walnut Street
Des Moines, Iowa
(Address of principal executive offices)
(515) 362-3600
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
Merger Agreement
On July 12, 2006, AmerUs Group Co., an Iowa corporation (AmerUs), entered into an Agreement
and Plan of Merger (the Merger Agreement) with Aviva plc, a public limited company incorporated
under the laws of England and Wales (Aviva), and Libra Acquisition Corporation, an Iowa
corporation and an indirect wholly owned subsidiary of Aviva (the Merger Sub). Under the Merger
Agreement, the Merger Sub will be merged with and into AmerUs (the Merger), with AmerUs
continuing after the Merger as the surviving corporation and an indirect wholly owned subsidiary of
Aviva. At the effective time of the Merger, each outstanding share of AmerUs common stock will be
converted into the right to receive $69.00 in cash, without interest. Also, at the effective time
of the Merger, each outstanding option to purchase AmerUs common stock will be canceled and
converted into the right to receive an amount of cash per share equal to the excess, if any, of
$69.00 over the exercise price of the option. In addition, AmerUs other equity incentive
instruments will be cashed out in the Merger.
AmerUs has made customary representations and warranties and covenants in the Merger
Agreement, including covenants relating to obtaining the requisite approval of AmerUs
shareholders, AmerUs conduct of its business between the date of the signing of the Merger
Agreement and the closing of the Merger and, subject to certain exceptions, AmerUs agreement not
to solicit, enter into discussions regarding, or provide confidential information in connection
with, alternative transactions.
The Merger Agreement has been approved by AmerUs and Avivas respective boards of directors.
The completion of the Merger is subject to customary closing conditions, including the approval of
AmerUs shareholders and the receipt of certain government and regulatory approvals, including the
expiration of all waiting periods required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The Merger Agreement contains certain termination rights of Aviva and AmerUs and provides
that, upon the termination of the Merger Agreement under certain circumstances, AmerUs would be
required to pay Aviva a termination fee of $90 million, plus up to $12.5 million of Avivas
out-of-pocket expenses incurred in connection with the Merger Agreement. AmerUs expects to
schedule a special meeting of its shareholders during the fourth quarter of 2006 to vote on the
Merger. The Merger is currently expected to close before December 31, 2006.
Other than the Merger Agreement, there is no material relationship between AmerUs and either
of Aviva or Merger Sub.
The foregoing description of the Merger Agreement is not complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference. The Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide any other factual information about
AmerUs or Aviva. In particular, the assertions embodied in the representations and warranties
contained in the Merger Agreement are qualified by information in confidential disclosure schedules
provided by AmerUs and Aviva to each other in connection with the signing of the Merger Agreement.
These disclosure schedules contain information that modifies, qualifies and creates exceptions to
the representations and warranties set forth in the Merger Agreement. Moreover, certain
representations and warranties in the Merger Agreement were used for the purpose of
allocating risk between AmerUs and Aviva rather than establishing matters as facts. Accordingly,
you should not rely on the representations and warranties in the Merger Agreement as
characterizations of the actual state of facts about AmerUs or Aviva.
Employment Agreements
In connection with the execution of the Merger Agreement and at the request of Aviva, AmerUs
entered into employment agreements with Thomas C. Godlasky, current Chairman of the Board of
Directors, President and Chief Executive Officer of AmerUs, Gregory D. Boal, current Executive Vice
President and Chief Investment Officer of AmerUs, Brian J. Clark, current Executive Vice President
and Chief Product Officer of AmerUs, Mark V. Heitz, current Executive Vice PresidentAnnuities of
AmerUs, and Gary R. McPhail, current Executive Vice PresidentLife of AmerUs. Each of these
employment agreements will become effective upon consummation of the Merger. These employment
agreements are attached hereto as Exhibits 10.1 through 10.5 and are incorporated herein by
reference. Also, in connection with the execution of the Merger Agreement and at the request of
Aviva, AmerUs entered into employment agreements with three additional executive officers who are
not named executive officers of AmerUs, which employment agreements will become effective upon
consummation of the Merger.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
If the Merger is consummated, there will be a change in control of AmerUs. See the disclosure
regarding the Merger and the Merger Agreement under Item 1.01 above for additional information.
ITEM 8.01. OTHER EVENTS.
On July 13, 2006, AmerUs and Aviva issued a joint press release announcing their entry into
the Merger Agreement. The joint press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit |
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Number |
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Description |
2.1
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Agreement and Plan of Merger, dated as of July 12, 2006, by and
among Aviva plc, Libra Acquisition Corporation and AmerUs Group
Co. (1) |
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10.1
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Thomas C. Godlasky. |
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10.2
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Gregory D. Boal. |
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10.3
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Brian J. Clark. |
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10.4
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Mark V. Heitz. |
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Exhibit |
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Number |
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Description |
10.5
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Gary R. McPhail. |
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99.1
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Press Release, dated July 13, 2006, issued jointly by AmerUs Group
Co. and Aviva plc. |
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(1) |
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The schedules to the Merger Agreement have been omitted from this filing pursuant to Item
602(b)(2) of Regulation S-K. AmerUs will furnish copies of any such schedules to the U.S.
Securities and Exchange Commission upon request. |
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.
SIGNATURE
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.
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AMERUS GROUP CO.
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Date: July 13, 2006 |
By: |
/s/ Christopher J. Littlefield
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Name: |
Christopher J. Littlefield |
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Title: |
Executive Vice President &
General Counsel |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
2.1
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Agreement and Plan of Merger, dated as of July 12, 2006, by and
among Aviva plc, Libra Acquisition Corporation and AmerUs Group
Co. (1) |
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10.1
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Thomas C. Godlasky. |
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10.2
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Gregory D. Boal. |
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10.3
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Brian J. Clark. |
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10.4
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Mark V. Heitz. |
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10.5
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Employment Agreement, dated as of July 12, 2006, by and between
AmerUs Group Co. and Gary R. McPhail. |
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99.1
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Press Release, dated July 13, 2006, issued jointly by AmerUs Group
Co. and Aviva plc. |
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(1) |
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The schedules to the Merger Agreement have been omitted from this filing pursuant to Item
602(b)(2) of Regulation S-K. AmerUs will furnish copies of any such schedules to the U.S.
Securities and Exchange Commission upon request. |