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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 28, 2003
(May 21, 2003)
AMERUS GROUP CO.
(Exact name of Registrant as specified in its charter)
Delaware 000-30898 421458424
(State of incorporation) (Commission file number) (I.R.S. employer
identification no.)
699 Walnut Street
Des Moines, Iowa 0309-3948
(Address of principal executive offices) (Zip code)
(515) 362-3600
(Registrant's telephone number, including area code)
Page 1 of 4 Pages
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Index to Exhibits on Page 4
Item 5. Other Events
On May 28, 2003, AmerUs Group Co. (the "Registrant") issued 5,000,000
Income PRIDES (the "PRIDES"). Exhibits 1.1 is a copy of the
Purchase Agreement entered into by the Registrant on May 21, 2003. Exhibits
4.1 - 4.5 are instruments defining the rights of holders of the PRIDES entered
into by the Registrant on May 28, 2003, and are incorporated herein by reference
to Amendment No. 1 to the Form 8-A of the Registrant filed on May 28, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Item
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1.1 Purchase Agreement, dated May 21,
2003, among the Registrant and the
Underwriters listed therein
4.1 Purchase Contract Agreement between the
Registrant and Wachovia Bank, National
Association (formerly known as First
Union National Bank), as Purchase
Contract Agent, dated as of May 28, 2003
(filed as Exhibit 4.1 to the Registrant's
Form 8-A, dated May 28, 2003 and
incorporated herein by reference).
4.2 Pledge Agreement among the Registrant,
BNY Midwest Trust Company, as Collateral
Agent, Custodial Agent and Securities
Intermediary and Wachovia Bank, National
Association (formerly known as First
Union National Bank), as Purchase
Contract Agent, dated as of May 28, 2003
(filed as Exhibit 4.2 to the Registrant's
Form 8-A, dated May 28, 2003 and
incorporated herein by reference).
4.3 Remarketing Agreement among the
Registrant, Wachovia Bank, National
Association (formerly known as First
Union National Bank), as Purchase
Contract Agent, and the Remarketing Agent
named therein, dated as of May 28, 2003
(filed as Exhibit 4.3 to the Registrant's
Form 8-A, dated May 28, 2003 and
incorporated herein by reference).
4.4 Form of Income PRIDES (included as
Exhibit A to Exhibit 4.1 to the
Registrant's Form 8-A, dated May 28, 2003
and incorporated herein by reference).
4.5 Officer's Certificate attaching form of
Senior Notes initially due 2008, dated as
of May 28, 2003 (filed as Exhibit 4.3 to
the Registrant's Form 8-A, dated May 28,
2003 and incorporated herein by
reference).
5.1 Opinion of Joseph K. Haggerty, Esq.
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 28, 2003
By: /s/ Joseph K. Haggerty
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Joseph K. Haggerty, Esq.
Senior Vice President and
General Counsel
Page 3 of 4
INDEX TO EXHIBITS
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Exhibit
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Number Description of Exhibit
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1.1 Purchase Agreement, dated May 21, 2003, among the
Registrant and the Underwriters listed therein.
4.1 Purchase Contract Agreement between the Registrant and
Wachovia Bank, National Association (formerly known as
First Union National Bank), as Purchase Contract Agent,
dated as of May 28, 2003 (filed as Exhibit 4.1 to the
Registrant's Form 8-A, dated May 28, 2003 and incorporated
herein by reference).
4.2 Pledge Agreement among the Registrant, BNY Midwest Trust
Company, as Collateral Agent, Custodial Agent and Securities
Intermediary and Wachovia Bank, National Association
(formerly known as First Union National Bank), as Purchase
Contract Agent, dated as of May 28, 2003 (filed as
Exhibit 4.2 to the Registrant's Form 8-A, dated May 28, 2003
and incorporated herein by reference).
4.3 Remarketing Agreement among the Registrant, Wachovia Bank,
National Association (formerly known as First Union National
Bank), as Purchase Contract Agent, and the Remarketing Agent
named therein, dated as of May 28, 2003 (filed as Exhibit
4.3 to the Registrant's Form 8-A, dated May 28, 2003 and
incorporated herein by reference).
4.4 Form of Income PRIDES (included as Exhibit A to Exhibit 4.1
to the Registrant's Form 8-A, dated May 28, 2003 and
incorporated herein by reference).
4.5 Officer's Certificate attaching form of Senior Notes
initially due 2008, dated as of May 28, 2003 (filed as
Exhibit 4.3 to the Registrant's Form 8-A, dated May 28,
2003 and incorporated herein by reference).
5.1 Opinion of Joseph K. Haggerty, Esq.
Page 4 of 4