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: May 11, 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 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.) |
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699 WALNUT STREET
DES MOINES, IOWA
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50309-3948 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (515) 362-3600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 11, 2006, AmerUs Group Co. (the “Company”) entered into a remarketing agreement
(“Agreement”) with U.S. Bank National Association (as successor to Wachovia Bank, National
Association), Citigroup Global Markets Inc. (“Citigroup”) and Goldman, Sachs & Co. (“GS”). Subject
to the terms of the Agreement, Citigroup and GS (“Remarketing Agents”) agreed to remarket the Company’s 5.50% Senior Notes initially due 2008 (the “Senior Notes”)
originally issued as components of the Company’s Income Prides issued on May 28, 2003 (“Income
Prides”) on behalf
of the holders thereof. Citigroup was also appointed to act as reset agent to
determine, in consultation with the Company, the reset rate
applicable to the remarketed Senior Notes in accordance with the terms of
the Company’s Income Prides. In consideration for their services in connection with a successful
remarketing of the Senior Notes, the Remarketing Agents may deduct from the proceeds of the
remarketed Senior Notes an amount representing 60 basis points of the aggregate principal amount of
the remarketed Senior Notes. The Agreement contains customary representations, warranties and
covenants that are valid as between the parties and as of the date of entering into the Agreement
and they are not factual information to investors about the Company. Investors are advised to
review the Company’s filings with the Securities and Exchange Commission.
For a complete description of the terms and conditions of the Agreement, see the Agreement,
which is incorporated herein by reference and attached to this Current Report on Form 8-K as
Exhibit 99.1.