AMERUS LIFE HOLDINGS INC (Form Type: SC 13D/A, Filing Date: 12/22/1998)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D- 1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. 1) AMERUS LIFE HOLDINGS, INC. (NAME OF ISSUER) 7.00% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS (TITLE OF CLASS OF SECURITIES) 030734206 (CUSIP NUMBER) JOSEPH K. HAGGERTY, ESQ. GENERAL COUNSEL AMERUS LIFE HOLDINGS, INC. 699 WALNUT STREET DES MOINES, IOWA 50309 (515) 362-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 9 Pages)

CUSIP NO. 030732 13D PAGE 2 OF 9 PAGES ---------------- ----------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AmerUs Group Co. 42-1459713 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* [ ] (a) [ ] (b) 3 SEC USE ONLY 4 SOURCES OF FUNDS* WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa 7 SOLE VOTING POWER N/A NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER N/A 9 SOLE DISPOSITIVE POWER 451,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 451,000 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.82% 14 TYPE OF REPORTING PERSON* HC, CO ------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 030732 13D PAGE 3 OF 9 PAGES ---------------- ----------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) American Mutual Holding Company 42-1458424 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* [ ] (a) [ ] (b) 3 SEC USE ONLY 4 SOURCES OF FUNDS* N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa 7 SOLE VOTING POWER N/A NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER N/A 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 451,000 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.82% 14 TYPE OF REPORTING PERSON* HC, CO ------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D This Amendment No. 1 amends the Statement on Schedule 13D (the "Statement") filed with the Securities and Exchange Commission filed with the Commission on December 4, 1998, on behalf of American Mutual Holding Company, an Iowa mutual insurance holding company ("AMHC"), and AmerUs Group Co., an Iowa corporation and a wholly owned subsidiary of AMHC ("AmerUs Group") with respect to the 7.00% Adjustable Conversion- Rate Equity Security Units (the "ACES"), of AmerUs Life Holdings, Inc., an Iowa corporation ("Issuer" or "AmerUs"). The address of the principal executive offices of the Issuer is 699 Walnut Street, Des Moines, Iowa. The filing of this form does not constitute an admission that the ACES constitute a derivative of an equity security. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and supplemented as follows: On December 15, 1998, AmerUs Group purchased an additional 5,800 ACES in a series of open market transactions for an aggregate of $133,269.50. On December 16, 1998, AmerUs Group purchased an additional 50,000 ACES in a series of open market transactions, for an aggregate of $1,145,750.00. AmerUs Group obtained the funds for these transactions from its working capital. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: AmerUs Group has invested in the ACES for general investment purposes and may, from time to time, acquire or dispose of ACES, depending on market conditions and other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 4 is hereby amended and restated in its entirety as follows: (a) As of the date hereof, the aggregate number of ACES beneficially owned by AmerUs Group (directly) and AMHC (indirectly) is 451,000, representing approximately 9.82% of the outstanding ACES. Information concerning beneficial ownership of ACES by officers and directors is set forth on Schedule 1. (b) AmerUs Group has sole power to dispose of all of the ACES beneficially owned by it. There are no ACES with respect to which AmerUs Group has shared power to dispose or direct the disposition. There are no ACES with respect to which AMHC has sole or shared power to dispose or direct the disposition.

(c) Except as disclosed in Item 3, there have been no transactions in the ACES that were effected during the past sixty days by AMHC, AmerUs Group or, to the knowledge of AMHC or AmerUs Group, any of their respective officers or directors. (d)-(e) Not applicable.

SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 22, 1998 ----------------- DATE /s/ Michael G. Fraizer ---------------------- NAME: MICHAEL G. FRAIZER TITLE: SENIOR VICE PRESIDENT AND CONTROLLER/TREASURER AMERUS GROUP CO.

SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN MUTUAL HOLDING COMPANY AND AMERUS GROUP CO. The name, business address, principal occupation or employment of, and, to the knowledge of AMHC and AmerUs Group, the number of ACES beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by each of the directors and executive officers of AMHC and AmerUs Group is set forth below. Each individual is a citizen of the United States. <TABLE> <CAPTION> NAME PRINCIPAL OCCUPATION OR NUMBER OF ACES BUSINESS ADDRESS EMPLOYMENT BENEFICIALLY OWNED <S> <C> Roger K. Brooks * Chairman, President and Chief 0 699 Walnut Street Executive Officer of AmerUs, Des Moines, Iowa AmerUs Group and AMHC Victor N. Daley Senior Vice President, Chief 0 699 Walnut Street Administration & Human Des Moines, Iowa Resources Officer of AmerUs, AmerUs Group and AMHC Michael G. Fraizer Senior Vice President, Treasurer 0 699 Walnut Street and Controller of AmerUs, Des Moines, Iowa AmerUs Group and AMHC Thomas C. Godlasky Executive Vice President and 0 699 Walnut Street Chief Investment Officer of Des Moines, Iowa AmerUs, AmerUs Group and AMHC Marcia S. Hanson Executive Vice President of 0 699 Walnut Street AmerUs and AmerUs Group Des Moines, Iowa Sam C. Kalainov * Chairman-Emeritus of AmerUs 0 699 Walnut Street Group and AMHC Des Moines, Iowa John R. Albers * President and Chief Executive 0 9400 North Central Expressway Officer of Fairfield Enterprises, Suite 1250 Inc. Dallas, Texas 75231

Wesley H. Boldt ** President of Quality Life 0 4401 Westown Parkway Corporation Suite 305 West Des Moines, Iowa 50266 Joseph A. Borgen ** President of Des Moines Area 0 2006 South Ankeny Blvd. Community College Ankeny, Iowa 50021 Malcolm Candlish * Retired (Former Chairman of 0 465 Wells Way First Alert, Inc.) Osprey, Florida 34229 Thomas F. Gaffney * Managing Director of Raymond 7,000 880 Carillon Parkway James Capital, Inc. St. Petersburg, Florida 33716 John W. Norris, Jr. * Chairman and Chief Executive 0 P.O. Box 799900 Officer of Lennox International, Dallas, Texas 75379 Inc. Jack C. Pester * Senior Vice President of the 0 Nine Greenway Plaza Coastal Corporation Houston, Texas 77046 </TABLE> * Each of the indicated individuals serves as a director of AmerUs, AmerUs Group and AMHC. ** Each of the indicated individuals serves as a director of AmerUs Group and AMHC.