SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AmerUs Group Co.
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(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-1458424
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
699 Walnut Street
Des Moines, Iowa 50309 50309-3948
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to
Exchange Act and is effective upon Section 12(g) of the Exchange
filing pursuant to General Instruction Act and is effective upon
A.(c), please check the following box. filing pursuant to General
[ x ] Instruction A.(d), please
check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-126547
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Series A Non-Cumulative Perpetual New York Stock Exchange
Preferred Stock, no par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None None
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(Title of Class) (Name of Exchange)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement on Form 8-A relates to 6 million
shares of Series A Non-Cumulative Perpetual Preferred Stock (the "Series A
Preferred Stock") of AmerUs Group Co. (the "Company"). A description of the
Series A Preferred Stock, to be registered hereunder, is set forth under the
heading "Description of the Shares" in a Prospectus Supplement filed by the
Company on September 21, 2005 with the Securities and Exchange Commission
pursuant to Rule 424(b)(2) under the Securities Act of 1933. Such Prospectus
Supplement shall supplement the Prospectus contained in the Company's
Registration Statement on Form S-3 (File No. 333-126547) filed with the
Securities and Exchange Commission on July 12, 2005 under the Securities Act of
1933 and declared effective on July 15, 2005 (the "Registration Statement"),
which information is hereby incorporated herein by reference. Any form of
prospectus or prospectus supplement subsequently filed by the Company pursuant
to Rule 424(b) under the Securities Act which includes a description of the
securities to be registered hereunder shall be deemed to be incorporated by
reference into this Registration Statement.
ITEM 2. EXHIBITS
3.01 Articles of Amendment to the Amended and Restated Articles of
Incorporation of AmerUs Group Co., (incorporated by reference
to Exhibit 3.1 to AmerUs Group Co.'s Current Report on Form
8-K, filed on September 27, 2005).
3.02 Amended and Restated By-laws of AmerUs Group Co.,
(incorporated by reference to Exhibit 3.2 to AmerUs Group
Co.'s Form 10-Q for the quarter ended June 30, 2004).
4.01 Form of stock certificate for the Series A Non-Cumulative
Perpetual Preferred Stock, with no par value per share, of
AmerUs Group Co. (incorporated by reference to Exhibit 4.1
to AmerUs Group Co.'s Current Report on Form 8-K, filed on
September 27, 2005).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: September 27, 2005
AmerUs Group Co.
By: /s/ Melinda S. Urion
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Name: Melinda S. Urion
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
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Exhibit Index
3.01 Articles of Amendment to the Amended and Restated Articles of
Incorporation of AmerUs Group Co., (incorporated by reference
to Exhibit 3.1 to AmerUs Group Co.'s Current Report on Form
8-K, filed on September 27, 2005).
3.02 Amended and Restated By-laws of AmerUs Group Co.,
(incorporated by reference to Exhibit 3.2 to AmerUs Group
Co.'s Form 10-Q for the quarter ended June 30, 2004).
4.01 Form of stock certificate for the Series A Non-Cumulative
Perpetual Preferred Stock, with no par value per share, of
AmerUs Group Co. (incorporated by reference to Exhibit 4.1
to AmerUs Group Co.'s Current Report on Form 8-K, filed on
September 27, 2005).
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