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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
AmerUs Group
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date filed:
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AMERUS GROUP CO. ROGER K. BROOKS
699 Walnut Street Chairman, President &
Des Moines, IA 50309-3948 Chief Executive Officer
[AMERUS GROUP CO. LOGO]
March 21, 2001
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
AmerUs Group Co. to be held on Thursday, May 10, 2001, at 2:00 p.m., Des Moines
local time, at the AmerUs Conference Center, Hub Tower, 3rd Floor, 699 Walnut
Street, Des Moines, Iowa.
This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
shareholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.
We hope that you will be able to attend the meeting. However, whether or
not you plan to attend in person, please complete, sign, date and return the
enclosed proxy card promptly to ensure that your shares will be represented. If
you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy at any time before it is exercised.
Thank you for your ongoing support and continued interest in AmerUs Group
Co.
Very truly yours,
/s/ Roger K. Brooks
Roger K. Brooks
Chairman, President and
Chief Executive Officer
3
2001 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING.................................... 1
GENERAL INFORMATION......................................... 3
BENEFICIAL OWNERSHIP OF COMMON STOCK........................ 4
PROPOSAL 1 - ELECTION OF DIRECTORS.......................... 6
BOARD STRUCTURE AND COMPENSATION............................ 9
EXECUTIVE OFFICER/DIRECTOR COMPENSATION..................... 10
Summary Compensation Table................................ 10
Option Grants for Fiscal Year 2000........................ 12
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Value.................................. 12
Long-Term Incentive Compensation Plan..................... 13
Stock Incentive Plans..................................... 13
Executive Stock Purchase Plan............................. 13
Savings and Profit Sharing Plans.......................... 13
Frozen Pension Plan....................................... 14
Supplemental Benefit Agreement............................ 14
Director Compensation..................................... 15
PERFORMANCE GRAPH........................................... 16
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE
COMPENSATION.............................................. 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION............................................. 18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS..... 19
INDEPENDENT AUDITOR FEES.................................... 19
CERTAIN TRANSACTIONS AND RELATIONSHIPS...................... 19
Loan Guarantee............................................ 19
Reorganization............................................ 20
Section 16(a) Beneficial Ownership Reporting Compliance... 20
PROPOSAL 2 - SELECTION OF AUDITORS.......................... 21
OTHER MATTERS............................................... 22
APPENDIX I - AMERUS GROUP CO. AUDIT COMMITTEE CHARTER....... 23
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[AMERUS GROUP CO. LOGO]
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD MAY 10, 2001
------------------------------
To the Shareholders:
The annual meeting of shareholders of AMERUS GROUP CO. will be held on
Thursday, May 10, 2001, at 2:00 p.m., Des Moines local time, at the AmerUs
Conference Center, Hub Tower, 3rd Floor, 699 Walnut Street, Des Moines, Iowa,
for the following purposes:
1. to elect two (2) directors to serve for a three year term;
2. to ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the 2001 fiscal year; and
3. to transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
The board of directors has fixed the close of business on March 5, 2001, as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the annual meeting. Accordingly, only shareholders of record on that
date are entitled to vote at the annual meeting or any adjournments thereof.
All shareholders are invited to attend the meeting in person. However, to
assure your representation at the meeting, please complete, sign, date and
return the enclosed proxy card in the accompanying reply envelope as promptly as
possible. Any shareholder attending the meeting may vote in person even if he or
she has returned a proxy.
By Order of the Board of Directors
/s/ James A. Smallenberger
James A. Smallenberger
Senior Vice President and Secretary
March 21, 2001
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE
ENCLOSED PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
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[AMERUS GROUP CO. LOGO]
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
------------------------------
PROXY STATEMENT FOR 2001
------------------------------
This Proxy Statement is furnished to shareholders by the Board of Directors
of AmerUs Group Co. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of the Company to be held
at the AmerUs Conference Center, Hub Tower, 3rd Floor, 699 Walnut Street, Des
Moines, Iowa, on Thursday, May 10, 2001, at 2:00 p.m., Des Moines local time,
and at any adjournments thereof.
This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card are being first mailed to shareholders on or about March 21, 2001. The
Company's 2000 Annual Report is being mailed to shareholders concurrently with
this Proxy Statement.
GENERAL INFORMATION
The Board of Directors has fixed March 5, 2001 as the record date (the
"Record Date") for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof. On the Record Date,
30,010,840 shares of the Company's Common Stock were outstanding and entitled to
vote at the meeting. Each share of Common Stock entitles the holder thereof to
one vote on each matter to be voted on at the Annual Meeting. There were no
shares of voting preferred stock outstanding as of the Record Date.
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted. Revocation of a proxy is effective upon receipt by the
Secretary of the Company of either (i) an instrument revoking it, or (ii) a duly
executed proxy bearing a later date. In addition, a shareholder who is present
at the Annual Meeting may revoke the shareholder's proxy and vote in person if
the shareholder so desires.
Proxies furnished by shareholders pursuant hereto will be voted in
accordance with the directions on such proxies. If no choice is specified, the
proxy will be voted (i) "FOR" the election of the nominees listed under
"Election of Directors"; (ii) "FOR" ratification of the appointment of Ernst &
Young LLP as independent auditors; and (iii) at the discretion of the proxy
holders with regard to such other business as may come before the meeting and
all matters incident to the conduct of the meeting. If for any reason, one or
more of the nominees should be unable or refuse to serve as a Director (an event
which is not anticipated), the persons named in the enclosed proxy will vote for
substitute nominees of the Board of Directors unless otherwise instructed. The
Board of Directors knows of no matter to come before the meeting other than
those set forth in the Proxy Statement. If any further business is presented at
the meeting, the persons named in the proxy will act on behalf of the
shareholders according to their best judgment.
The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of such quorum will
be required with respect to the election of directors, and the ratification of
the appointment of Ernst & Young LLP as the Company's independent auditors.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as the inspectors of election for
the meeting. The inspectors of election will treat shares represented by proxies
that reflect abstentions or include "broker non-votes" as shares that are
present and
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entitled to vote for purposes of determining the presence of a quorum.
Abstentions or brokers non-votes" do not constitute a vote "for" or "against"
any matter and thus will be disregarded in any calculation of "votes cast".
However, abstentions and "broker non-votes" will have the effect of a negative
vote if an item requires the approval of a majority of a quorum or of a
specified proportion of all issued and outstanding shares.
Proxies are being solicited by the Board of Directors of the Company. The
cost of preparing, printing and mailing this Proxy Statement, the accompanying
notice and the enclosed proxy card, and all other costs in connection with the
solicitation of proxies, will be paid by the Company.
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL HOLDERS
The following table sets forth the beneficial ownership as of February 28,
2001 of the Company's Common Stock of each person known by the Company to own
beneficially more than 5% of such class:
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS CLASS OF STOCK BENEFICIALLY OWNED CLASS
---------------- -------------- ------------------ ----------
* * * NONE * * *
DIRECTORS AND OFFICERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of February 28, 2001 of each of the directors and director
nominees, the executive officers named in the Summary Compensation Table on page
10, and all directors and executive officers as a group (which includes
executive officers not named in the Summary Compensation Table). The percentage
of Common Stock owned by all directors and executive officers as a group as of
February 28, 2001 was 4.18%.
AMOUNT
AND NATURE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(2)
---- ------------- ----------
John R. Albers(10).......................................... 25,001 *
Wesley H. Boldt............................................. 497 *
Joseph A. Borgen............................................ 0 *
Roger K. Brooks(3)(4)(5)(9)(12)............................. 441,952 1.5%
Malcolm Candlish(10)(11).................................... 13,989 *
Thomas F. Gaffney(7)(10)(11)................................ 15,761 *
Ralph W. Laster, Jr.(6)(10)................................. 11,071 *
John W. Norris, Jr.(10)(11)................................. 10,284 *
Jack C. Pester(10)(11)...................................... 10,394 *
John A. Wing(10)............................................ 15,865 *
F.A. Wittern, Jr............................................ 0 *
Michael G. Fraizer(3)(4)(9)................................. 81,324 *
Thomas C. Godlasky(3)(4)(8)(9).............................. 150,016 *
Mark V. Heitz(4)(9)......................................... 294,465 1.0%
Gary R. McPhail(3)(4)(9).................................... 131,836 *
Directors and executive officers as a group (16 persons).... 1,286,138 4.2%
---------------
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown. Some directors and executive
officers share the voting and dispositive power over their shares with
their spouses as community property, joint tenants or tenants in common.
(2) An (*) indicates that the individual's beneficial ownership of the
Company's Common Stock is less than one percent.
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(3) Includes shares of restricted stock which has vesting and transfer
restrictions for three (3) years from the date of grant: Mr. Brooks, 6,000;
Mr. Godlasky, 2,000; Mr. McPhail, 2,000; Mr. Fraizer, 600; and all
executive officers as a group, 11,600.
(4) Includes beneficial interest in shares of the Company's Common Stock held
pursuant to the Company's Savings & Retirement Plan (as defined on page
13). The attributed shares owned by the Company's Savings & Retirement Plan
are voted by the trustees as directed by their respective participants.
(5) Includes 6,000 shares owned by his spouse.
(6) Includes 7,156 shares owned by the Jerri S. Laster Trust, of which Mr.
Laster is a co-trustee.
(7) Includes 6,517 shares owned by his spouse through the Donna L. Gaffney
Trust.
(8) Includes 12,063 shares and 669 shares of Common Stock owned by his spouse
and his daughter, respectively.
(9) Includes shares of Common Stock that may be purchased upon the exercise of
employee stock options exercisable on February 28, 2001 or within sixty
(60) days thereafter: Mr. Brooks, 253,800; Mr. Heitz, 191,946; Mr. McPhail,
90,067; Mr. Godlasky, 81,734; Mr. Fraizer, 33,384; and all executive
officers as a group, 700,148.
(10) Includes shares of Common Stock that were granted pursuant to the Company's
Non-Employee Stock Option Plan and may be purchased upon the exercise of
stock options exercisable on February 28, 2001 or within sixty (60) days
thereafter: Mr. Albers, 5,001; Mr. Candlish, 5,001; Mr. Gaffney, 5,001; Mr.
Norris, 5,001; Mr. Pester, 5,001; Mr. Wing, 5,001; and Mr. Laster, 2,501.
(11) Includes shares of Common Stock that were acquired through the Non-Employee
Director Stock Plan which has vesting and transfer restrictions for two (2)
years after the date of purchase: Mr. Gaffney, 3,037; Mr. Pester, 2,936;
Mr. Candlish, 2,913; and Mr. Norris, 2,678.
(12) Includes 336 shares of Common Stock that were acquired pursuant to the
Company's Warrant Agreement and may be purchased upon the exercise of
warrants exercisable on February 28, 2001 or sixty (60) days thereafter.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of eleven members,
divided into three classes. Each class serves for three years on a
staggered-term basis. There are two nominees for election to the Company's Board
of Directors this year.
The terms of the following directors expire at the annual meeting to be
held on May 10, 2001: Roger K. Brooks and F.A. Wittern, Jr. The Board of
Directors' nominees to positions on the Board expiring in May 2004 are: Roger K.
Brooks and F.A. Wittern, Jr.
The following paragraphs set forth the principal occupation of, and certain
other information relating to, each director, nominee for director and executive
officer for the last five years. Directors who are nominees for election at the
2001 annual meeting are listed first. Ages shown for all directors are as of
March 21, 2001. There are no family relationships among the Company's directors
or any executive officer.
ROGER K. BROOKS -- NOMINEE -- DES MOINES, IOWA.
Chairman, President and Chief Executive Officer of the Company, and Chairman of
AmerUs Life Insurance Company ("AmerUs Life"), one of the Company's principal
subsidiaries, since May 1997. Previously, Mr. Brooks was Chairman, President and
Chief Executive Officer of AmerUs Life Holdings, Inc. ("ALHI"), a 58% owned
subsidiary of the Company, from August 1996 until its merger with and into the
Company in September 2000. Previous positions with AmerUs Life include Chief
Executive Officer from December 1994 to May 1997, Chairman and Chief Executive
Officer from August 1992 to December 1994 and President and Chief Executive
Officer from February 1975 to August 1992. He is a director of AMAL Corporation
("AMAL"), a 34% owned joint venture between Ameritas Life Insurance Corp. and
AmerUs Life. He is also a director of AmerUs Life, AmVestors Financial
Corporation ("AmVestors"), and Delta Life Corporation ("Delta"), the Company's
principal subsidiaries. Mr. Brooks has been a director of the Company since its
formation in August 1996 and of AmerUs Life since 1971. His current term expires
May 10, 2001. He is 63 years of age.
F.A. WITTERN, JR. -- NOMINEE -- DES MOINES, IOWA.
Chairman and Chief Executive Office of The Wittern Group, Des Moines, Iowa, a
conglomerate of private companies involved in manufacturing, financial services,
equipment leasing and international trade in the automatic merchandising
industry. Mr. Wittern has been a director of the Company since February 1999.
His current term expires on May 10, 2001. He is 63 years of age.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
EACH OF THE NOMINEES LISTED ABOVE.
THE FOLLOWING DIRECTORS, EXCEPT FOR MR. BOLDT, SERVE FOR TERMS THAT EXPIRE AFTER
2001:
JOHN R. ALBERS -- DALLAS, TEXAS.
President and Chief Executive Officer of Fairfield Enterprises, Inc., a holding
company for investments and real estate, Dallas, Texas, since April 1995. From
August 1988 to April 1995, Mr. Albers was Chairman, Chief Executive Officer and
President of Dr. Pepper/Seven-Up Companies, Dallas, Texas. Mr. Albers is a
director of AMAL. Mr. Albers has been a director of the Company since its
formation in August 1996 and of ALHI from August 1996 to September 2000. From
November 1983 to May 1997, he was a director of AmerUs Life. His current term
expires May 9, 2002. He is 69 years of age.
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WESLEY H. BOLDT -- DES MOINES, IOWA.
President and Chief Executive Officer of CO2 Technologies, Inc., a perishable
products technology company, Des Moines, Iowa, since August 1999 and since
January 1969, he has been President of Boldt Marketing Group, a marketer of
processing equipment to the food industry. From February 1998 to August 1999,
Mr. Boldt was President and Chief Executive Officer of Profit Advisor Group, a
consulting firm, Des Moines, Iowa. Mr. Boldt has been a director of the Company
since its formation in July 1996. From May 1981 until May 1997, he was a
director of AmerUs Life. His current term expires on May 10, 2001, and he will
retire from the Board on that date. He is 68 years of age.
JOSEPH A. BORGEN, PH.D. -- ST. CHARLES, IOWA.
President and Chief Executive Officer of Des Moines Area Community College,
Ankeny, Iowa, since 1981. Dr. Borgen has been a director of the Company since
its formation in July 1996. His current term expires on May 9, 2002. From
February 1983 until May 1997, he was a director of AmerUs Life. He is 60 years
of age.
MALCOLM CANDLISH -- OSPREY, FLORIDA.
Consultant and Private Investor since May 1998. Previously, Mr. Candlish was
Chairman of First Alert, Inc., Aurora, Illinois from October 1992 until April
1998 and Chairman, President and Chief Executive Officer from May 1996 to
October 1996 and Chairman and Chief Executive Officer from December 1992 to May
1996. He is a director of The Black & Decker Corporation. Mr. Candlish has been
a director of the Company since its formation in August 1996 and of ALHI from
August 1996 to September 2000. From February 1987 to May 1997, he was a director
of AmerUs Life. His current term expires May 8, 2003. He is 65 years of age.
THOMAS F. GAFFNEY -- TIERRA VERDE, FLORIDA.
Managing Director of Raymond James Capital, Inc., a merchant banking firm, St.
Petersburg, Florida, since July 1997. From 1990 to 1997, Mr. Gaffney was a
private investor. Mr. Gaffney has been a director of the Company since its
formation in August 1996 and of ALHI from August 1996 to September 2000. From
November 1983 to May 1997, Mr. Gaffney served as a director of AmerUs Life. His
current term expires May 9, 2002. He is 55 years of age.
RALPH W. LASTER, JR -- TOPEKA, KANSAS.
Private Investor since December 1997. Mr. Laster served as Chief Executive
Officer of AmVestors, Topeka, Kansas, from January 1988 to December 1997 and as
Chairman of the Board from May 1988 to December 1997. He also served as
President and Chief Executive Officer of American Investors Life Insurance
Company from April 1991 to December 1997, as Chief Executive Officer of
Financial Benefit Life Insurance Company from April 1996 to December 1997, and
as an executive officer of various other subsidiaries of AmVestors. Mr. Laster
has been a director of the Company since September 2000. Mr. Laster was a
director of ALHI from February 1998 to September 2000, and has been a director
of AmerUs Life since December 1998. His current term expires May 8, 2003. He is
49 years of age.
JOHN W. NORRIS, JR -- DALLAS, TEXAS.
Chairman of Lennox International, Inc. ("Lennox"), a manufacturer of heating and
air conditioning equipment, Dallas, Texas since January 2001. Mr. Norris was
elected Chairman and Chief Executive Officer of Lennox in 1991. He has served as
a director of Lennox since 1966. Mr. Norris has been a director of the Company
since its formation in August 1996 and of ALHI from August 1996 to September
2000. From November 1974 to May 1997, he was a director of AmerUs Life. His
current term expires May 8, 2003. He is 65 years of age.
JACK C. PESTER -- HOUSTON, TEXAS.
Chairman of Pester Marketing Company, a retail chain marketer of petroleum
products, Houston, Texas, since July 1995. Mr. Pester is also Chairman of the
Executive Committee of KFx, Inc., an energy conversion and technology processing
company, Denver, Colorado, since May 1999. From March 1987 to May 1999, Mr.
Pester was Senior Vice President of The Coastal Corporation. He is a director of
KFx, Inc. Mr. Pester has been a director of the Company since its formation in
August 1996 and of ALHI from August 1996 to September 2000. From May 1981 to May
1997, he was a director of AmerUs Life. His current term expires May 9, 2002. He
is 66 years of age.
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JOHN A. WING -- CHICAGO, ILLINOIS.
Chairman and Chief Executive Officer of Market Liquidity Network L.L.C., a
holding company for broker-dealers engaged in exchange based option market
making, Chicago, Illinois, since January 1, 2000. Mr. Wing is also Executive
Director, Center for Law and Financial Markets, Illinois Institute of
Technology, Chicago, Illinois since July 1998. From January 1997 to July 1998,
Mr. Wing was Chairman and Chief Executive Officer of ABN AMRO Incorporated.
Prior to that time, Mr. Wing was Chairman and Chief Executive Officer of The
Chicago Corp. from January 1981 to January 1997. Mr. Wing is a director of the
Futures Industry Association. Mr. Wing has been a director of the Company since
September 2000. Mr. Wing was a director of ALHI from August 1996 to September
2000, and has been a director of AmerUs Life since May 1991. His current term
expires May 8, 2003. He is 65 years of age.
EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS:
VICTOR N. DALEY -- DES MOINES, IOWA.
Executive Vice President, Chief Administration and Human Resources Officer of
the Company and AmerUs Life since February 2000. Previously, Mr. Daley was
Senior Vice President, Chief Administration and Human Resources Officer of the
Company, ALHI and AmerUs Life from February 1998 to February 2000. From August
1996 to February 1998 and from September 1995 to February 1998, Mr. Daley was
Senior Vice President and Chief Human Resources Officer of the Company and of
AmerUs Life, respectively. From April 1989 to September 1995, Mr. Daley was
Senior Vice President and Chief Administrative Officer of Royal Insurance,
Charlotte, North Carolina. He is a director of AmerUs Life and Delta. He is 57
years of age.
MICHAEL G. FRAIZER -- DES MOINES, IOWA.
Executive Vice President, Chief Financial Officer and Treasurer of the Company
since February 2000. Previously, Mr. Fraizer was Senior Vice President, Chief
Financial Officer and Treasurer of the Company and ALHI and Senior Vice
President of AmerUs Life from January 1999 to February 2000. From August 1996 to
December 1998 and from January 1993 to December 1998, Mr. Fraizer was Senior
Vice President and Controller/Treasurer of the Company and ALHI and of AmerUs
Life, respectively. He is a director of AmerUs Life, AmVestors and Delta. He is
51 years of age.
THOMAS C. GODLASKY -- DES MOINES, IOWA.
Executive Vice President and Chief Investment Officer of the Company since
August 1996 and of AmerUs Life since January 1995. Mr. Godlasky is also
President of AmerUs Capital Management since January 1998. Previously, Mr.
Godlasky was Executive Vice President and Chief Investment Officer of ALHI from
August 1996 to September 2000. From February 1988 to January 1995, he was
Manager of the Fixed Income and Derivatives Department of Providian Corporation,
Louisville, Kentucky. He is a director of AmerUs Life, AmVestors, Ameritas
Variable Life Insurance Company, ("AVLIC"), Ameritas Investment Corp. ("AIC")
and Delta. He is 45 years of age.
MARK V. HEITZ -- TOPEKA, KANSAS.
President and Chief Executive Officer of AmVestors, American Investors Life
Insurance Company and Financial Benefit Life Insurance Company, Topeka, Kansas
since December 1997 and President and Chief Executive Officer of Delta since May
2000. Previously, Mr. Heitz served as the President, General Counsel and
Director of AmVestors from December 1986 until December 1997. Mr. Heitz also
served as President, General Counsel and Director of American Investors Life
Insurance Company from October 1986 until December 1997. He is 48 years of age.
GARY R. MCPHAIL -- DES MOINES, IOWA.
President and Chief Executive Officer of AmerUs Life since May 1997 and
Chairman, President and Chief Executive Officer of Delta from January 1999 to
May 2000 and Chairman and Chief Executive Officer of Delta from October 1997
until January 1999. Mr. McPhail was Executive Vice President -- Marketing and
Individual Operations of New York Life Insurance Company, New York, New York,
from July 1995 to November 1996. From June 1990 to July 1995, he was President
of Lincoln National Sales Corporation, Fort Wayne, Indiana. Mr. McPhail is a
director of AMAL, AmerUs Life, AIC, AVLIC and Delta. He is 53 years of age.
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BOARD STRUCTURE AND COMPENSATION
The Board of Directors is divided into three classes serving three-year
terms. The Board has 11 directors and the following 6 committees: (1) Audit; (2)
Board Operations; (3) Executive; (4) Finance and Strategy; (5) Human Resources;
and (6) Investment.
The Board of Directors meets on a regularly scheduled basis. During 2000,
the Board held four regular meetings and four special meetings. Each director
attended at least 75% of all Board meetings and applicable committee meetings,
except for Mr. Albers who attended 63%. The Board of Directors has assigned
certain responsibilities to committees.
The Audit Committee is responsible for review of the Company's auditing,
accounting, financial reporting and internal control functions and for the
selection of independent auditors (subject to ratification by the full board and
shareholder approval). In addition, the Committee reviews the independence of,
and the non-audit services, provided by the Company's independent auditors. In
discharging its duties, the Audit Committee is expected to:
- review and approve the scope of the annual audit and independent auditors
fees;
- meet independently with the Company's internal auditing staff,
independent auditors and senior management;
- review the general scope of the Company's accounting, financial
reporting, annual audit and internal audit functions, matters relating to
internal control functions, and results of the annual audit;
- review disclosures from the Company's independent auditors regarding
Independence Standards Board Standard No. 1.
Members of the Audit Committee, which met four times during 2000, are
Joseph A. Borgen, Ph.D., (Chairman), Wesley H. Boldt, Malcolm Candlish, and Jack
C. Pester. All members are non-employee directors. In 2000, the Audit Committee
approved and adopted an Audit Committee Charter, which is attached to this Proxy
Statement as Appendix I.
The Board Operations Committee reviews the organization and operation of
the Board of Directors and recommends a slate of directors for election by
shareholders at each annual meeting and/or proposes candidates to fill vacancies
on the Board of Directors. Members of the Board Operations Committee, which met
three times during 2000, are Jack C. Pester (Chairman), John R. Albers, Ralph W.
Laster, Jr. and John W. Norris, Jr. All members are non-employee directors.
The Executive Committee exercises the powers and authority of the Board of
Directors between board meetings, except those powers, that, by law, cannot be
delegated by the Board of Directors. Members of the Executive Committee, which
met one time during 2000, are Roger K. Brooks (Chairman), John R. Albers, John
W. Norris, Jr. and Jack C. Pester.
The Finance and Strategy Committee reviews the management of the Company's
financial resources and the impact of such management on the Company's strategic
business plans and objectives. Members of the Finance and Strategy Committee,
which met five times during 2000, are Thomas F. Gaffney (Chairman), John R.
Albers, John A. Wing and F.A. Wittern, Jr. All members are non-employee
directors.
The Human Resources Committee reviews and recommends the compensation for
executive officers, including base salary, incentive compensation and other
benefits. The Human Resources Committee also administers the Company's stock
option plans. The Human Resources Committee has general oversight with respect
to the Company's compensation policy and employee benefit programs and
management succession planning. Members of the Human Resources Committee, which
met four times during 2000, are John W. Norris, Jr. (Chairman), Malcolm
Candlish, and Thomas F. Gaffney. All members are non-employee directors.
The Investment Committee oversees investments and investment policy of the
Company and its operating subsidiaries. Members of the Investment Committee,
which met five times during 2000, are John A. Wing (Chairman), Joseph A. Borgen,
Ralph W. Laster, Jr. and F.A. Wittern, Jr. All members are non-employee
directors.
9
12
EXECUTIVE OFFICER/DIRECTOR COMPENSATION
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
All compensation received, earned or accrued by such officers has been from
either the Company, ALHI, AmerUs Life or AmVestors.
The following Summary Compensation Table sets forth certain information
concerning compensation for services rendered in all capacities awarded or paid
by the Company (including compensation paid by ALHI, AmerUs Life and AmVestors)
to its Chief Executive Officer and the other named executive officers
(collectively, the "Named Executive Officers") during the years ended December
31, 2000, 1999, and 1998:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ------------------------------------
------------------------------------------------ RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP
NAME AND FISCAL BONUS(A) COMPENSATION($) AWARD(S) OPTIONS/ PAYOUTS(D)
PRINCIPAL POSITION YEAR SALARY($) ($) ($) ($)(B) SARS(#)(C) ($)
------------------ ------ --------- -------- --------------- ---------- ---------- ----------
Roger K. Brooks............... 2000 575,000 1,100,000 -- -- 195,000 --
Chairman, President and 1999 500,000 990,000 -- 97,125 70,000 47,924
Chief Executive Officer 1998 500,000 100,000 -- 97,125 -- 352,000
of the Company
Mark V. Heitz................. 2000 362,500 300,000 310,000(F) -- 55,000 --
President and Chief 1999 337,500 490,000 670,000(F) -- 20,000 --
Executive Officer of 1998 337,500 200,000 -- -- 18,500 --
AmVestors Financial
Corporation,
American Investors Life
Insurance Company
and Finance
Benefit Life Insurance
Company
Gary R. McPhail............... 2000 362,500 325,000 -- -- 50,000 --
President and Chief 1999 335,000 365,000 -- 32,375 10,000 21,395
Executive Officer of 1998 335,000 110,000 -- 32,375 -- 24,400
AmerUs Life and Chairman,
President and Chief Executive
Officer of Delta Life
and Annuity
Thomas C. Godlasky............ 2000 365,000 450,000 -- -- 55,000 --
Executive Vice President 1999 315,000 490,000 -- 32,375 10,000 18,103
and Chief Investment 1998 300,000 75,000 -- 32,375 -- 125,000
Officer of the Company
Michael G. Fraizer............ 2000 275,000 375,000 -- -- 25,000 --
Executive Vice President, 1999 240,000 390,000 -- 9,713 7,500 6,583
Chief Financial Officer 1998 210,000 50,000 -- 9,712 -- 50,000
and Treasurer of the Company
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION (E)($)
------------------ ------------
Roger K. Brooks............... 257,607
Chairman, President and 100,325
Chief Executive Officer 181,773
of the Company
Mark V. Heitz................. 89,791
President and Chief 51,969
Executive Officer of 24,202
AmVestors Financial
Corporation,
American Investors Life
Insurance Company
and Finance
Benefit Life Insurance
Company
Gary R. McPhail............... 57,311
President and Chief 38,419
Executive Officer of 47,794
AmerUs Life and Chairman,
President and Chief Executive
Officer of Delta Life
and Annuity
Thomas C. Godlasky............ 79,497
Executive Vice President 61,304
and Chief Investment 46,436
Officer of the Company
Michael G. Fraizer............ 73,486
Executive Vice President, 75,275
Chief Financial Officer 28,722
and Treasurer of the Company
---------------
(A) In 1999, a new Senior Executive Incentive Plan ("SEIP") was recommended by
the outside executive compensation consultant retained by the Human
Resources Committee of the Board to replace the Management Incentive Plan
("MIP") for this group. The SEIP provides for an incentive pool of money
calculated using a formula driven by increasing the Company's Earnings Per
Share ("EPS"). Pursuant to the MIP and the SEIP, bonuses shown for 1998,
1999 and 2000 were paid in 1999, 2000 and 2001 respectively. In 1998, 1999
and 2000 the MIP and the SEIP, respectively, were amended to provide that
employees participating in both plans were eligible to defer a portion of
their annual bonus to purchase phantom stock units at a price per unit equal
to the fair market value of the Company's Common Stock on the date of
purchase. The Company will match a specified percentage of the phantom stock
units purchased pursuant to the deferral program. On the third anniversary
of the employee's deferral, the
10
13
Company will pay to the employee an amount in cash determined by multiplying
the number of units times the fair market value of the Company's Common
Stock on that date, provided the employee continues to be employed by the
Company or one of its subsidiaries on that date. The entire Company match is
forfeited if the employee's employment terminates prior to the third
anniversary of the employee's deferral. The Human Resources Committee of the
Board of Directors determines on an annual basis the maximum amount of bonus
that can be deferred and the percentage match of the Company. For the 2000
bonus paid in 2001, the following amounts were deferred: Mr. Brooks --
$100,000; Mr. Heitz -- $130,000; Mr. McPhail -- $100,000; Mr.
Godlasky -- $100,000; and Mr. Fraizer -- $100,000. The Company match was
50%.
(B) Restricted Stock is valued without regard to restrictions on transfer. The
awards will not vest until the third anniversary of the date the award was
granted. At December 29, 2000 (based upon a fair market value stock price on
that date of $32.375) the number and market value of shares of restricted
stock held by each of the named executive officers were as follows: Mr.
Brooks (6,000; $194,250), Mr. McPhail (2,000; $64,750), Mr. Godlasky (2,000;
$64,750) and Mr. Fraizer (600; $19,425). The shareholder is entitled to
receive cash dividends and has all other rights as a shareholder as to such
shares prior to vesting. However, the entire award is forfeited if the
shareholder's employment terminates prior to vesting.
(C) The options were granted with an exercise price equal to the fair market
value of the underlying stock on the date of grant.
(D) Long term incentive compensation pursuant to the Performance Share Plan (the
"LTIP"). LTIP payouts indicated were earned over three year periods ending
December 31 for each of 1998 and 1999 and were payable in 1999 and 2000,
respectively. The LTIP was discontinued as of 1998 and no awards were made
in 1998 or 1999. The final payout for awards granted in previous years
occurred in 1999.
(E) Amounts shown as "Other Compensation" for 1998, 1999 and 2000 are comprised
of the items set forth in the table below. Contributions recorded for Mr.
Heitz, prior to January 1, 1999, under "Basic Contributions" represent
monies funded to his account under the former AmVestors Employee Stock
Ownership Plan and contributions recorded under "Benefit Supplement"
represent monies funded to his account under the former AmVestors Money
Purchase Pension Plan.
QUALIFIED PLAN
---------------------------------------------------
401(K)
MATCHING BASIC BENEFIT
CONTRIBUTIONS($) CONTRIBUTIONS($) SUPPLEMENT($)
---------------- ---------------- -------------
Roger K. Brooks....... 2000 8,500 6,800 4,200
1999 8,000 6,400 5,600
1998 8,000 6,400 5,600
Mark V. Heitz......... 2000 8,500 6,800 4,200
1999 8,000 6,400 5,600
1998 -- 12,202 12,000
Gary R. McPhail....... 2000 8,500 6,800 --
1999 8,000 6,400 --
1998 8,000 6,400 --
Thomas G. Godlasky.... 2000 8,500 6,800 2,618
1999 8,000 6,400 9,702
1998 8,000 6,400 --
Michael G. Fraizer.... 2000 8,500 6,800 4,200
1999 8,000 6,400 23,510
1998 8,000 6,400 --
SUPPLEMENTAL EXECUTIVE EXCESS BENEFIT
RETIREMENT PLAN PLAN
----------------------------------------------- --------------
INTERIM
SERP MATCHING BASIC BENEFIT BENEFIT
CONTRIBUTION($) CONTRIBUTION SUPPLEMENT($) SUPPLEMENT($)
--------------- ------------ ------------- -------------
Roger K. Brooks....... 64,192 51,304 111,970 10,641
22,297 15,604 34,056 8,368
44,338 34,271 74,796 8,368
Mark V. Heitz......... 27,417 21,933 19,191 1,750
12,656 10,300 9,013 --
-- -- -- --
Gary R. McPhail....... 23,891 18,120 -- --
14,815 9,204 -- --
19,957 13,437 -- --
Thomas G. Godlasky.... 29,627 23,070 8,882 --
13,135 7,608 16,459 --
18,599 13,437 -- --
Michael G. Fraizer.... 19,463 15,570 16,115 2,838
6,005 4,204 24,584 2,572
8,318 6,004 -- --
(F) Mr. Heitz received a Special Performance bonus in 1999 and 2000.
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OPTION GRANTS TABLE
The following table presents information as to stock options granted during
the year ended December 31, 2000. The two columns on the right project the
amount that could be earned if the Common Stock price appreciates at the annual
rates indicated and if the options are held until the expiration dates shown.
There is no assurance that any particular level of potential realizable value
will actually be earned.
OPTION GRANTS FOR FISCAL YEAR 2000
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM($)(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 5% 10%
---- ---------- ------------ -------- ---------- -- ---
Roger K. Brooks............ 195,000 32% $20.00 2/11/2010 2,452,689 6,215,596
Mark V. Heitz.............. 55,000 9% 20.00 2/11/2010 691,784 1,753,117
Gary R. McPhail............ 50,000 8% 20.00 2/11/2010 628,895 1,593,742
Thomas C. Godlasky......... 55,000 9% 20.00 2/11/2010 691,784 1,743,117
Michael G. Fraizer......... 25,000 4% 20.00 2/11/2010 314,447 796,871
---------------
(1) These options were granted on February 11, 2000 at the then fair market
value of the Company's Common Stock. The options vest and become exercisable
on February 11, 2001, February 11, 2002 and February 11, 2003 in 33%
increments respectively.
(2) Potential realizable value is based on the assumption that the Common Stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the ten-year option period. The Company's
stock price at the end of the ten-year term for the options granted to all
executive officers are $32.58 and $51.87, for 5% and 10% appreciation,
respectively. The numbers are calculated based on requirements promulgated
by the Securities and Exchange Commission. The actual value, if any, an
executive may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised (if the executive were to
sell the shares on the date of exercise), so there is no assurance that the
value realized will be at or near the potential realizable value as
calculated in this table. The total gain to all shareholders using all
executive officers' values would be $377,536,367 and $956,445,471 at 5% and
10% annual appreciation, respectively. The aggregate gains for the above
officers represent less than 1.27% of the gain to all shareholders.
OPTION EXERCISES AND VALUES TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FY-END(#) FY-END($)(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Roger K. Brooks................ -- -- 253,800 176,200 1,753,638 2,358,863
Mark V. Heitz.................. -- -- 191,946 106,033 2,287,341 734,065
Gary R. McPhail................ -- -- 90,067 39,933 561,629 607,121
Thomas G. Godlasky............. -- -- 81,734 43,266 537,258 648,367
Michael G. Fraizer............. -- -- 33,384 21,616 234,665 358,023
---------------
(1) Based on a closing stock price of $32.375 per share on December 29, 2000,
the last business day of the Company's fiscal year and the exercise price of
in-the-money options multiplied by the number of shares subject to
in-the-money options.
12
15
Long-Term Incentive Compensation Plan
AmerUs Life established a long-term incentive compensation performance
share plan effective January 1, 1995 (the "LTIP"). The LTIP was discontinued as
of 1998 and no awards were made in 1998, 1999, or 2000. The final payout for
awards granted in previous years occurred in 1999.
Stock Incentive Plans
On September 15, 1996, the Company's Board of Directors adopted the AmerUs
Group Co. Stock Incentive Plan (the "Stock Plan"). The Stock Plan was approved
by the Company's shareholders and became effective on December 4, 1996. No
grants were made under the Stock Plan until July 28, 1997. The purpose of the
Stock Plan is to enable the Company to attract and retain employees and to align
employees' interest with the performance of the Company. The Stock Plan provides
for the grant of options (including incentive stock options and non-qualified
stock options), stock appreciation rights and restricted stock awards. Options
were granted to all Executive Officers in 2000.
On February 11, 2000 the Board of Directors adopted the AmerUs Group 2000
Stock Incentive Plan. The Stock Plan was approved by the shareholders and became
effective May 5, 2000. No options were granted to the Executive Officers under
the AmerUs Group 2000 Stock Incentive Plan in 2000.
Executive Stock Purchase Plan
In November 1998, the Company adopted the AmerUs Group Co. Executive Stock
Purchase Plan (the "Stock Purchase Plan") to encourage direct, long-term
ownership of the Company's securities by executive officers and certain senior
officers. Under the Purchase Plan, up to $25 million of Common Stock or the
Company's 7.00% Adjustable Conversion-rate Equity Securities Units ("ACES
Units") could be purchased in open market or negotiated transactions with
independent parties. Purchases are to be financed by full recourse personal
loans at market interest rates to the participants from a bank. The Company has
agreed to guarantee the loans in the event of default, but has recourse to the
participants if it incurs a loss under the guarantee. Participants in the Stock
Purchase Plan are fully liable for any losses, as well as for the repayment of
the loan when it comes due. A total of 49 officers of the Company and its
subsidiaries, including the Named Executive Officers, elected to participate in
the Stock Purchase Plan.
Savings and Profit Sharing Plans
Each of the Named Executive Officers participates in the All*AmerUs Savings
& Retirement Plan (the "Savings & Retirement Plan"), a profit sharing plan
containing a qualified cash or deferred arrangement and the nonqualified
All*AmerUs Supplemental Executive Retirement Plan (the "Supplemental Plan"). Of
the Named Executive Officers, Messrs. Brooks and Fraizer also participate in the
nonqualified All*AmerUs Excess Benefit Plan (the "Excess Plan"). Each of the
Named Executive Officers, except Messrs. Heitz and McPhail, also had a frozen
benefit under the qualified American Mutual Life Insurance Company Pension Plan
(the "AML Frozen Pension Plan"). Additionally, the Named Executive Officers,
except Messrs. Heitz and McPhail, have a frozen benefit under the nonqualified
American Mutual Life Insurance Company AML Frozen SERP (the "AML Frozen SERP").
Under the Savings & Retirement Plan, the Company will contribute 4% of each
eligible participating employee's compensation as of the end of a plan year in
accordance with plan provisions ("Basic Contributions"). With the merger of the
AmVestors Employee Stock Ownership Plan (the "AmVestors' ESOP"), beginning with
the 1999 Plan year, this Basic Contribution will be made in the form of cash and
shares of the Company's common stock; the portions of cash and stock will be
determined at the end of each year and may vary year to year. The shares of
stock contributed as part of the Basic Contribution will be made in accordance
with the plan provision of the Employee Stock Ownership Plan (ESOP) component of
the Savings & Retirement Plan. In addition, the Company will make a maximum
matching contribution equal to 5% of an employee's compensation for the first 4%
of salary deferral ("Matching Contributions").
13
16
The Company may also contribute to the Savings and Retirement Plan and
Supplemental Plan, on behalf of each participating employee who was, as of
December 31, 1995, an active participant in either the AML Frozen Pension Plan
or AML Frozen SERP (hereafter jointly referred to as the "Frozen Pension
Plans"), a certain percentage of such employee's compensation ("Interim Benefit
Supplement") in order to make up any shortfall between the amount to which such
employee would have been entitled under either of the Frozen Pension Plans as
compared to such employee's projected benefits under the Savings & Retirement
Plan and Supplemental Plan. The amount of the Interim Benefit Supplement made on
behalf of any eligible employee is reduced by any discretionary profit sharing
contribution allocated to such employee under the Savings & Retirement Plan and
the Supplemental Plan. Each of the Named Executive Officers, except Messrs.
Heitz, Godlasky and McPhail, receive an Interim Benefit Supplement in 2000.
As a result of the plan mergers, the Company may also contribute to the
Savings & Retirement Plan and Supplemental Plan, on behalf of each AmVestors
employee who was, as of January 1, 1999, an active qualifying AmVestors employee
for the AmVestors MPPP, a certain percentage of such employee's compensation
(the "Benefit Supplement") in order to make up any shortfall between the
projected benefits such employee would have had under the AmVestors MPPP as
compared to such employee's projected benefits under the Savings & Retirement
Plan and Supplemental Plan. The amount of the Benefit Supplement made on behalf
of any eligible AmVestors employee is reduced by any discretionary contribution
allocated to such employee under the Savings & Retirement Plan and the
Supplemental Plan. Of the Named Executive Officers, only Mr. Heitz receives a
Benefit Supplement.
Frozen Pension Plan
Prior to January 1, 1996, AmerUs Life maintained nonqualified supplemental
retirement plans for certain former employees of American Mutual Life Insurance
Company ("American Mutual") and Central Life Assurance Company ("Central Life"),
predecessor companies to AmerUs Life. These plans are jointly referred to herein
as the AML Frozen SERP. The benefits under this plan for both American Mutual
and Central Life employees were also curtailed as of December 31, 1995. The
following table sets forth the frozen accrued monthly benefits payable as a
straight life annuity to each of the Named Executive Officers under the AML
Frozen SERP, assuming retirement at age 65 (current normal retirement age):
PENSION TABLE
FROZEN ACCRUED BENEFITS
MONTHLY
NAME BENEFITS
---- --------
Roger K. Brooks............................................. $17,363
Mark V. Heitz............................................... 0
Gary R. McPhail............................................. 0
Thomas C. Godlasky.......................................... 671
Michael G. Fraizer.......................................... 722
Supplemental Benefit Agreement
In April 1999, the Company entered into Supplemental Benefit Agreements
with each of its Named Executive Officers, which were amended in February 2000.
These agreements provide that in the event of (i) a change of control of the
Company (as defined below) and (ii) a termination by the Named Executive Officer
for "good reason" or a termination of the Named Executive Officer not for cause
within two years of a change of control, the Named Executive Officer shall be
entitled to: (1) a cash severance payment in an amount equal to three times such
officer's annual base compensation and bonus; (2) continuation of employee
welfare benefits for three years; and (3) immediate vesting of benefits under
the Savings and Retirement Plan, the Supplemental Plan and the Excess Plan.
Payments to any of the Named Executive Officers under the Supplemental Benefit
Program will be increased to offset the affects of any excise taxes payable with
respect to such payments.
14
17
For purposes of the Supplemental Benefit Program, a change of control shall
be deemed to have occurred upon the happening of any one of the following
events: (1) the individuals who, prior to any merger, consolidation, dissolution
or similar transaction ("Transaction"), constituted the Company's board of
directors, ceasing to constitute at least a majority thereof, unless the
election, or the nomination for election of each director of the Company for a
period of two years following consummation of the Transaction was approved by a
vote of at least two-thirds of the directors of the Company then still in office
who were directors of the Company prior to such Transaction; or (2) any
acquisition of twenty-five percent or more of the Company's common stock.
Also, for purposes of the Supplemental Benefit Program, termination for
"good reason" means a change of control and the occurrence of any one of the
following events without the Named Executive Officer's consent: (1) the
assignment to such officer of duties substantially inconsistent with such
officer's position, duties, responsibility or status with the Company or a
substantial reduction of such officer's duties or responsibilities, as compared
with such officer's duties or responsibilities prior to such reduction, or any
removal of such officer from, or any failure to re-elect the officer to, the
position such officer held at the time of such removal or failure to re-elect,
except in connection with termination of employment for cause; (2) a reduction
in the amount of such officer's base compensation, a material reduction in
payments received by such officer under any bonus or incentive plans in which
the such officer participates or a material reduction in any other perquisites
to which such officer is entitled; (3) the relocation of such officer's
principal office to a location more than thirty-five miles from the location of
such office immediately prior to such change of control; or (4) any material
breach by the Company of any of the provisions of the Supplemental Benefit
Agreement.
DIRECTOR COMPENSATION
For their services on the Board, non-employee directors are paid $20,000
per year and $2,000 for each board meeting attended and $1,000 for each
committee meeting attended. The chairman of each of the Audit, Board Operations,
Finance and Strategy, Human Resources, and Investment Committees receives an
additional $2,000 per year.
During 1999, the Company's board of directors appointed a Special Committee
of Independent Directors ("Special Committee") to consider and make
recommendation to the Company's board of directors concerning the financial
terms of the proposed merger transaction between the Company and ALHI in
connection with the Company's demutualization. For their services on the Special
Committee, Messrs. Boldt, Borgen and Wittern received an additional one-time fee
of $32,500, paid in 2000.
Non-employee directors participate in the Non-Employee Director Stock Plan
("Director Plan"), which was approved by the Company's shareholders on December
4, 1996. Under the Director Plan, options to purchase 2,500 shares of the
Company's Common Stock are automatically granted to each non-employee director
on the first business day of each year beginning in 1998. The exercise price for
all non-employee director options granted under the Director Plan is 100% of the
fair market value of the shares on the date of grant. All such options vest and
become exercisable in equal installments on the first, second and third
anniversary of the date of grant, assuming continued service on the Board of
Directors.
The Director Plan also provides that non-employee directors may elect to
take all or part of their director fees in the Company's Common Stock. Directors
making this election will receive the number of shares equal to the dollar
amount of director fees, which the director has elected to receive in the form
of stock, divided by 75% of the fair market value of the stock as of each
payment date. Each director making this election must enter into an agreement
which restricts the stock from being sold, transferred, pledged or assigned for
a period of two years from the purchase date.
15
18
PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total shareholder
return on the Company's Common Stock for the period from January 28, 1997, the
date of the Company's initial public offering, through December 31, 2000 with
the cumulative total return of the Russell 2000 stock index and a peer group of
companies (the "Peer Group") consisting of eleven life insurance companies whose
stock is publicly traded to which the Company has traditionally compared its
business and operations: Conseco Inc., Delphi Financial Group, Inc., FBL
Financial Group, Inc., Great American Financial Resources, Inc., Jefferson-Pilot
Corporation, Kansas City Life Insurance Company, Liberty Financial Companies,
Lincoln National Corporation, MONY Group, Inc., Presidential Life Corporation,
and Protective Life Corporation. During 2000, Liberty Corporation was removed
from the Peer Group because the company exited the insurance business; and
Reliastar Financial Corporation was removed from the Peer Group because it was
acquired by another company and is no longer publicly traded. In addition,
Jefferson-Pilot Corporation and Lincoln National Corporation were added because
their operations are comparable to the Company's. The graph assumes a $100.00
investment on January 28, 1997 and the reinvestment of dividends. The return of
the Peer Group is based on the return of each company included therein weighted
to reflect each such company's stock market capitalization.
CUMULATIVE TOTAL RETURNS
PERIOD BEGINNING
JANUARY 28, 1997
AND ENDING
DECEMBER 31, 2000
TOTAL SHAREHOLDER RETURNS
[TOTAL RETURNS PERFORMANCE GRAPH]
AMERUS GROUP CO. PEER GROUP RUSSELL 2000
---------------- ---------- ------------
1/28/97 100.00 100.00 100.00
12/31/97 225.82 143.26 119.25
12/31/98 139.02 156.70 115.14
12/31/99 145.37 139.17 137.73
12/31/00 208.44 166.74 131.94
------------------------------------------------------------------------------------------------------------------
1/28/97 12/31/97 12/31/98 12/31/99 12/31/00
------------------------------------------------------------------------------------------------------------------
AmerUs Group Co. $100.00 $225.82 $139.02 $145.37 $208.44
------------------------------------------------------------------------------------------------------------------
Peer Group 100.00 143.26 156.70 139.17 166.74
------------------------------------------------------------------------------------------------------------------
Russell 2000 100.00 119.25 115.14 137.73 131.94
------------------------------------------------------------------------------------------------------------------
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HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee (the "Committee") presently consists of
Messrs. Candlish, Gaffney, and Norris, none of whom is an employee of the
Company. As part of its duties, the Committee reviews compensation levels of
executive officers, evaluates management performance and administers the
Company's Senior Executive and Management Incentive Plans, and Stock Option
Plan. The Committee is assisted by the Company's Human Resources personnel, and
from time to time by compensation consulting firms which supply the Committee
statistical data and other executive compensation information to permit the
Committee to compare the Company's compensation policies against compensation
levels nationwide and against programs of other companies of similar size in the
Company's industry and geographic area.
The Company's executive compensation programs are designed to attract and
retain executives who will contribute to the Company's long-term success, to
reward executives for achieving the Company's short- and long-term strategic
goals, to link executive compensation and shareholder interests through Company
performance- and equity-based plans, and to recognize individual contributions
to Company performance.
Compensation for the Company's executive officers consists of three
principal elements: base salary, annual incentive, and long-term incentive. The
combination and relative weighting of these elements reflect the Committee's
belief that executive compensation should be closely tied to the Company's
profitability.
Base Salary. Executive officer salaries are initially determined by
evaluating the responsibilities of the position held and the experience and
performance of the individual, with reference to the competitive marketplace for
executive talent, including a comparison to base salaries for comparable
positions based on statistical data provided by the Company's compensation
consultants. Executive officer base salaries are targeted at the 25th percentile
established by such data in order to place a greater emphasis on Company
performance-based components of the compensation package. The Committee reviews
executive salaries annually and adjusts them as appropriate to reflect changes
in market conditions and individual performance and responsibilities. Base
compensation for Mr. Roger K. Brooks, the Company's Chairman, President and
Chief Executive Officer, has increased from $575,000 to $625,000 effective March
1, 2001.
Annual Incentive. The Company's annual incentive program acknowledges
Company and individual performance. Generally, awards under the annual program
can be paid only if the Company achieves certain pre-approved targets
established by the Committee. The annual program is intended to bring the
executives' total cash compensation (base salary and annual incentive) to the
50th percentile established by reference to the statistical data discussed above
when all Company profitability and individual performance criteria are met. In
those circumstances where performance exceeds pre-approved targets, the total
cash compensation could exceed the 50th percentile.
For fiscal 2000, the Committee approved an incentive program based on an
Earnings Per Share objective. A pool was generated based on a pre-established
formula. The CEO's bonus under the incentive program was based on a fixed
percentage of the calculated pool. Once eligibility was established, other
executive's awards were recommended by the CEO and adjusted and approved at the
Committee's discretion based on individual performance and other Company
performance criteria. Based on results of the company against the pre-
determined targets, an award of $1,100,000 was granted for 2000 performance to
Mr. Brooks.
Long-Term Incentive. The company has established long-term incentive plan
utilizing a Stock Option Plan designed to align the interests of executive
officers with those of the Company's shareholders. Under the Company's Stock
Option Plan, stock options may be granted to executive officers and other key
employees of the Company and its subsidiaries and affiliates. Upon joining the
Company, an individual's initial option grant will be based on the individual's
responsibilities and position and upon competitive market information provided
by the Company's compensation consultants. Thereafter, the size of any annual
stock option award will be based primarily on an individual's responsibilities
and the individual's performance and position with the Company. All stock
options granted to the Company's executive officers will be granted with an
exercise price equal to the fair market value of the Company's Common Stock on
the date of grant and will generally vest over three years. Vesting is designed
to encourage the creation of stockholder value over the long term
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since no benefit will be realized from the stock option grant unless the price
of the Common Stock rises over a number of years. Mr. Brooks was granted 150,000
share options as of February 9, 2001.
Other elements of executive compensation include participation in a
Company-wide medical and insurance benefits plan, and the ability to defer
compensation pursuant to a 401(k) plan. The Company presently makes matching
contributions for all participants in the 401(k) plan subject to a maximum
Company match of 5% for the first 4% of salary deferral. Additionally, a core
contribution of 4% of base salary plus annual incentive is contributed to all
participants' accounts. In 2001, a significant portion of the core contribution
of 4% will be offset by the ESOP component in the 401(k).
Mr. Brooks receives no other material compensation or benefits not provided
to all executive officers.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder. Section 162(m) disallows a tax deduction for any publicly held
corporation for individual compensation exceeding $1 million in any taxable year
for any of the Named Executive Officers, unless such compensation is
performance-based. The Company's policy is to qualify, to the extent reasonable,
its executive officers' compensation for deductibility under applicable tax
laws. However, the Committee believes that its primary responsibility is to
provide a compensation program that will attract, retain and reward the
executive talent necessary to the Company's success. Consequently, the Committee
recognizes that the loss of a tax deduction could be necessary in some
circumstances.
HUMAN RESOURCES COMMITTEE OF THE
BOARD OF DIRECTORS
John W. Norris, Jr., Chairman
Malcolm Candlish
Thomas F. Gaffney
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are set forth in the preceding
section. There are no members of the Compensation Committee who were officers or
employees of the Company or any of its subsidiaries during the fiscal year,
formerly officers of the Company, or had any relationship otherwise requiring
disclosure hereunder.
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REPORT OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with accounting
principles generally accepted in the United States.
In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Committee discussed with the independent auditors
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees) as amended.
In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions With Audit Committees).
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, for filing with the Securities
Exchange Commission.
Respectfully submitted by the members of the Audit Committee of the Board
of Directors:
Joseph A, Borgen, Ph.D., Chair
Wesley H. Boldt
Malcolm Candlish
Jack C. Pester
INDEPENDENT AUDITOR FEES
The following table sets forth the aggregate fees billed to the Company and
subsidiaries for the fiscal year ended December 31, 2000 by the Company's
independent auditor, KPMG LLP:
Audit Fees.................................................. $652,300
Financial Information Systems Design and Implementation..... --
All other fees(a)(b)........................................ 240,278
--------
$892,578
========
---------------
(a) Includes fees for accounting and tax consulting, review of Securities and
Exchange Filings and other non-audit services
(b) The audit committee has considered whether the provision of these services
is compatible with maintaining the independent auditor's independence.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
LOAN GUARANTEE
Pursuant to the Stock Purchase Plan, the Company guaranteed personal loans
in the aggregate amount of approximately $24.4 million made by a bank to certain
members of the Company's management, including the Named Executive Officers.
Each participant has agreed to repay the Company for any amounts paid by the
Company under the guarantee in accordance with a reimbursement agreement entered
into between the participant and the Company. As of February 28, 2001, the
outstanding principal balances of the bank loans to
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the Named Executive Officers which are guaranteed by the Company were as
follows: Mr. Brooks -- $4,017,660; Mr. Heitz -- $1,674,722; Mr.
McPhail -- $1,004,379; Mr. Godlasky -- $1,504,759; and Mr.
Fraizer -- $1,205,196.
REORGANIZATION
The Company was formerly known as American Mutual Holding Company (AMHC)
and was a mutual insurance holding company whose principal asset was a 58%
interest in ALHI. Public stockholders owned the remaining 42% interest in ALHI
(Minority Interest). ALHI was a holding company which directly or indirectly
owned three principal life insurance subsidiaries: AmerUs Life, American
Investors Life Insurance Company (American) and Delta Life and Annuity Company
(Delta Life). On September 20, 2000, AMHC converted to stock form, changed its
name to AmerUs Group Co. and acquired the Minority Interest of ALHI by issuing
AmerUs Group Co. common stock in exchange for the outstanding shares of ALHI
held by the public. The value of the stock exchange was approximately $298
million and ALHI merged into the Company simultaneously with the stock exchange.
Prior to the conversion of the Company to a stock form, the Company was
owned by individuals and entities who held insurance policies or annuity
contracts issued by AmerUs Life (Members). In the conversion, which is referred
to as a "demutualization", the Company distributed cash, policy credits and its
newly issued common stock to its Members in exchange for their membership
interests. The value of the distribution totaled approximately $792 million
which represented the fair value of the net assets of the Company as of the
effective date of the demutualization.
The fair value was determined jointly by special committees of the boards
of directors of the Company and ALHI. The net assets primarily consisted of cash
of $295 million, common stock of ALHI of approximately $452 million, and other
assets, primarily real estate investments and loans, of approximately $45
million.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10 percent holders of the Company's Common
Stock to file reports concerning their transactions in, and ownership of the
Company's equity securities. Based solely on the review of the Forms 3, 4 and 5
furnished to the Company and certain representations made to the Company, the
Company believes that there were no filing deficiencies under Section 16(a) by
its directors and executive officers during 2000, except for a delinquent Form 4
filing for the September 2000 reporting period for Mr. Gaffney.
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PROPOSAL 2
SELECTION OF AUDITORS
The Board of Directors, acting upon recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP to examine the financial statements
of the Company and its subsidiaries for the fiscal year ending December 31,
2001. The favorable vote of the holders of the majority of the outstanding
shares present in person or represented by proxy and entitled to vote at the
annual meeting is required for shareholder ratification of this action.
KPMG LLP is currently the independent auditors for the Company. On February
19, 2001, management of the Company notified KPMG LLP that their appointment as
independent auditors would be terminated effective upon issuance of KPMG LLP's
reports on the consolidated financial statements of the Company and subsidiaries
for the year ended December 31, 2000. Ernst & Young LLP will be engaged as
independent auditors effective upon KPMG LLP's termination. The decision to
change auditors was recommended by the Audit Committee of the board of directors
and approved by the board of directors.
In connection with the audits of the two fiscal years ended December 31,
2000, there were no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
The audit reports of KPMG LLP on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended December 31, 2000 and
1999, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
Representatives from KPMG LLP will be present at the 2001 annual meeting.
The representatives will have the opportunity to make a statement if they so
desire, and will also be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
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OTHER MATTERS
Neither the Board of Directors nor management intends to bring any matter
for action at the 2001 annual meeting of shareholders other than those matters
described above. If any other matter or any proposal should be presented and
should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Under the rules of the Securities and Exchange Commission (the "SEC"),
proposals of shareholders intended to be presented at the 2002 annual meeting of
shareholders (May 2002) must be received by the Company no later than November
21, 2001, as well as meet the other SEC requirements, in order to be considered
for inclusion in the Company's 2002 Annual Meeting Proxy Statement and form of
proxy to be mailed in March 2002.
The Company's By-laws set forth certain procedures which shareholders must
follow in order to nominate a director or present any other business at an
annual meeting of shareholders. Generally, a shareholder must give timely notice
to the Secretary of the Company. To be timely, a shareholder's notice must be
delivered or mailed to and received by the Secretary of the Company at the
principal office of the Company not less than thirty (30) days prior to the date
of the annual meeting; provided, however, that, in the event that less than
forty (40) days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made. A shareholder's notice to the Secretary shall set
forth as to each matter that such shareholder proposes to present before the
meeting (i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (ii) the
name and address, as they appear on the Company's books, of the shareholder
proposing such business, (iii) the class and number of the Company's capital
stock that are beneficially owned by such shareholder and (iv) any material
interest of such shareholder in such business.
By Order of the Board of Directors
/s/ James A. Smallenberger
James A. Smallenberger
Senior Vice President
and Secretary
Dated: March 21, 2001
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APPENDIX I
AMERUS GROUP CO. AUDIT COMMITTEE CHARTER
COMMITTEE ROLE
The committee's role is to act on behalf of the board of directors and
monitor all material aspects of the company's financial reporting, control, and
audit functions, except those specifically related to the responsibilities of
another standing committee of the board.
The role also includes coordination with other board committees and
maintenance of strong, positive working relationships and communications with
management, external and internal auditors, general counsel, and other committee
advisors.
COMMITTEE MEMBERSHIP
The committee will be comprised of three or more directors as determined by
the board, each of whom will be independent directors and free from any
relationship that, in the opinion of the board, would interfere with the
exercise of his or her independent judgement as a member of the committee. All
members of the committee will have a working familiarity with basic finance and
accounting practices, and at least one member of the committee will have
accounting or related financial management expertise. Membership requirements
will comply with the requirements of the New York Stock Exchange.
COMMITTEE OPERATING PRINCIPLES
The committee will fulfill its responsibilities within the context of the
following overriding principles:
Communications -- The chairperson and others on the committee shall, to the
extent appropriate, have contact throughout the year with senior management,
other committee chairpersons, and other key committee advisors, external and
internal auditors, etc., as applicable, to strengthen the committee's knowledge
of relevant current and prospective business issues.
Committee Education/Orientation -- The committee, with management, shall
develop and participate in a process for review of important financial and
operating topics that present potential significant risk to the company.
Additionally, individual committee members are encouraged to participate in
relevant and appropriate self-study education to increase their understanding of
the business and environment in which the company operates.
Meeting Agenda -- Committee meeting agendas will ultimately be the
responsibility of the committee chairperson, with input from committee members.
It is expected that the chairperson would also ask for management and key
committee advisors, and perhaps others, to participate in this process.
Committee Expectations and Information Needs -- The committee shall
communicate committee expectations and the nature, timing, and extent of
committee information needs to management, internal audit, and external parties,
including external auditors. Written materials shall be received from
management, auditors, and others at least one week in advance of meeting dates.
Meeting conduct will assume board members have reviewed written materials in
sufficient depth to participate in committee/board dialogue.
External Resources -- The committee will be authorized to access internal
and external resources, as the committee requires, to carry out its
responsibilities, and if deemed necessary to retain special legal, accounting or
other consultants to advise the committee.
Committee Meeting Attendees -- The committee will request members of
management, counsel, internal audit, and external auditors, as applicable, to
participate in committee meetings, as necessary, to carry out the committee
responsibilities.
Internal/External Auditor Independence -- The committee will inform
internal and external auditors of their responsibility to contact the audit
committee chairman and/or members of the committee at any time in case they have
any issues that, in their opinion, have not been satisfactorily resolved. These
contacts can be made with or without management's concurrence or knowledge. At
each committee meeting the committee
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will meet in executive session separately with the internal auditor and, when in
attendance, the external auditors.
Annual Reporting -- The committee will make recommendations to the Board
concerning the inclusion of the annual audited financial statements in the
company's annual report on form 10-K.
Reporting to the Board of Directors -- The committee, through the committee
chairperson, will report periodically, as deemed necessary, but at least
semi-annually, to the full board.
Change in Role or Responsibilities -- Changes in role and/or
responsibilities, if any, will be recommended to the full board for approval.
MEETING FREQUENCY
The committee will meet at least four times per year. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. In
addition, the committee, or at least its Chair, should communicate with
management and the external auditor in any quarter where there are material or
significant matters based upon the auditor's limited review procedures.
REPORTING TO SHAREHOLDERS
The committee will make available to shareholders a summary report that
describes the committee's composition and responsibilities, and how they were
discharged. Committee disclosures and reporting will be in compliance with any
SEC requirements. The report will be included in the company's proxy statement
as provided by applicable security laws.
COMMITTEE'S RELATIONSHIP WITH EXTERNAL/INTERNAL AUDITORS
The external auditors, in their capacity as independent public accountants,
will be responsible to the board of directors and the audit committee as
representatives for the shareholders. The audit committee and the Board will be
responsible to select, evaluate, and if necessary, replace the external
auditors.
As the external auditors review financial reports, they will be reporting
to the audit committee. They will report all relevant issues to the committee
responsive to agreed upon committee expectations.
Prior to including the financial statements with form 10-K for filing with
the SEC, the committee will discuss the results with the external auditors and
ensure receipt of a formal written statement from the external auditors in
accordance with AICPA SAS 61.
It is required that the external auditors perform a review of interim
financial statements prior to the filing of quarterly reports on form 10-Q. Any
material or significant matters identified by the external auditors during their
review of interim financial information will be communicated to the audit
committee, or at least its chairman, prior to the filing of the Form 10-Q as
required under the revised SAS No. 71.
The committee will engage in discussions with management and the external
auditors regarding the quality of accounting and financial reporting to
shareholders.
The committee will review with the external auditors any management letters
provided as well as management's responses to the items reported.
The committee will discuss with the external auditor relationships or
services that may affect auditor independence, and obtain written disclosure and
a letter as to the independence of the auditors as required by ISB Standard No.
1. If the committee is not satisfied with the auditors' assurances of
independence, it will take or recommend to the full board appropriate action to
ensure the independence of the external auditor.
The internal audit function will report to the Chief Financial Officer but
has unfettered access to the board of directors through the audit committee.
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If either the internal or the external auditors identify significant issues
relative to the overall board responsibility that have been communicated to
management but, in their judgment, have not been adequately addressed, they
should communicate these issues to the committee chairperson and the committee.
The committee will review and monitor important internal and external
auditor recommendations on financial reporting, controls, other matters, and
management's response thereto.
PRIMARY COMMITTEE RESPONSIBILITIES
Monitor Financial Reporting and Risk Control Related Matters
The committee will:
Financial Reporting and Controls -- Monitor key financial statement issues
and risks, their impact or potential effect on reported financial information,
the processes used by management to address such matters, related auditor views,
and the basis for audit conclusions.
Internal Controls and Regulatory Compliance -- Monitor the company's system
of internal controls for detecting accounting and reporting financial errors,
fraud and defalcations, and legal violations.
Internal Audit Reports -- Review reports prepared by the internal audit
department together with management's responses and final internal audit
department dispositions.
Litigation Summary Reports -- Review with the company's counsel, any legal
matters that could have a significant impact on the organization's financial
statements, and the company's compliance with applicable laws and regulations.
Regulatory Examinations -- Review SEC inquiries and the results of
examinations by other regulatory authorities in terms of important findings,
recommendations, and management's response.
External Audit Responsibilities -- Assess auditor independence and review
the overall scope and focus of the annual/interim audit, including the scope and
level of involvement with unaudited quarterly or other interim period
information.
Internal Audit Responsibilities -- Review and discuss the annual risk
assessment and internal audit plan with the director of internal audit.
The committee will review, assess, and approve:
the external audit firm to be engaged to audit the company's financial
statements and any changes thereto (subject to ratification by the full
board and shareholder approval).
the annual external audit plan and audit fees and other significant
compensation to be paid to the independent auditors.
the internal audit department charter.
the annual internal audit plan.
the appointment and replacement of the internal audit director.
the adequacy of the audit committee charter and submit it annually to
the full board for review and approval.
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AMERUS GROUP CO.
Proxy for Annual Meeting of Shareholders on May 10, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of AmerUs Group Co.. (the "Company") appoints
Roger K. Brooks, Michael G. Fraizer and James A. Smallenberger, and each of
them, with full power of substitution, as proxy to vote all shares of the
undersigned in the Company, at the Annual Meeting of Shareholders to be held on
May 10, 2001 and at any adjournments thereof (the "Annual Meeting"), with like
effect and as if the undersigned were personally present and voting, upon the
matters set forth in this proxy card.
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED, IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED (1) FOR THE ELECTION OF NOMINEES ROGER K.
BROOKS AND F.A. WITTERN, JR. TO SERVE AS DIRECTORS, (2) FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS AND (3)
FOR OR AGAINST ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING AT THE DISCRETION OF THE PROXY HOLDERS. PLEASE BE SURE TO SIGN AND DATE
THIS PROXY ON THE REVERSE SIDE.
(Continued, and to be signed and dated, on the reverse side)
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PLEASE VOTE AT ONCE. It is important.
1. To elect two Directors:
ROGER K. BROOKS F.A. WITTERN, JR.
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
2. Proposal to ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for fiscal year 2001.
[ ] For [ ] Against [ ] Abstain
3. Such other matters as may properly come before the Annual Meeting
or any adjournments thereof, at the discretion of the proxy
holders.
REQUEST FOR ELECTRONIC ACCESS
By checking the box to the right, I consent to future access of Annual [ ]
Report, Proxy Statements, prospectuses and other communications
electronically via the internet. I understand that the Company may no longer
distribute printed materials to me for any future shareholder meeting until
such consent is revoked. I understand that I may revoke my consent at any
time by contacting the Company's transfer agent, Mellon Investor Services,
Ridgefield Park, NJ and that costs normally associated with electronic
access, such as usage and telephone charges, will be my responsibility.
Dated:_________________________, 2001
_____________________________________
Shareholder sign above
_____________________________________
Co-holder if any, sign above
SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and if the signer is a corporation, please sign with
full name by a duly authorized officer. If stock is held in the name of more
than one person, all named holders must sign the proxy.
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/\ FOLD AND DETACH HERE /\
INSTRUCTIONS:
1. PLEASE VOTE AT ONCE ON THE ATTACHED PROXY CARD.
2. TO ACCESS FUTURE ANNUAL REPORTS AND PROXY STATEMENTS ELECTRONICALLY VIA THE
INTERNET, PLEASE PROVIDE YOUR CONSENT WITH YOUR PROXY VOTE IN THE SPACE
PROVIDED. YOU WILL NO LONGER RECEIVE PRINTED MATERIALS, BUT YOU WILL
RECEIVE NOTICE OF THE ANNUAL MEETING AND A PROXY CARD TO CAST YOUR VOTE.
3. PLEASE SIGN THE PROXY CARD.
4. RETURN YOUR COMPLETED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
AMERUS GROUP