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- Alternative Formats (Word, et al.)
- Acquisition Sub
- Agreement and Plan of Merger
- Allianz AG
- Allianz Life
- Amendment and Waiver
- Anticipated Accounting Treatment
- Appendix B
- Appendix C
- Arrangements with Allianz Life
- Article Iii Representations and Warranties of the Company
- Article Ii Representations and Warranties of Parent and Sub
- Article I the Merger
- Article V Additional Agreements
- Article Vi Conditions Precedent to the Merger
- Article Viii General Provisions
- Article Vii Termination, Amendment and Waiver
- Background of the Merger
- Board of Directors and Officers of Life USA
- Certain Covenants
- Certain Effects of the Merger
- Certain Transactions in Common Stock and Stock Options
- Closing of Transfer Books
- Companies, The
- Conditions to the Merger
- Conduct of Business Pending the Merger
- Conflicts of Interest
- Conversion of Common Stock
- Counsel and Consultants to Life USA
- Directors and Officers of Life USA
- Dissenters' Rights
- Effective Time
- Expenses
- Expenses of the Transaction
- Fairness Opinion With Respect to the Merger
- Fees and Expenses
- Fees Payable to DLJ
- Financing of the Merger; Source of Funds
- General
- Historical Market Information
- Income Tax Consequences of the Transaction
- Incorporation of Certain Documents by Reference
- Indemnification
- Independent Auditors
- Interests in Securities of Life USA
- Legal Counsel and Consultants; Ownership by Outside Directors
- Management of Allianz Life and Acquisition Sub
- Management of Life USA
- Management of Life USA, Allianz Life and Acquisition Sub
- Merger Consideration
- Merger, The
- No Solicitation
- No Solicitation of Transactions
- Opinion of Donaldson, Lufkin & Jenrette
- Opinion of Financial Advisor
- Other Matters
- Payment for Shares
- Payment for Stock Options
- Perspective of Allianz Life and Acquisition Sub on the Fairness of the Merger
- Plans for Life USA after the Merger
- Proposal to be Considered at the Special Meeting
- Proxies
- Proxy Statement
- Purpose, Timing and Structure of the Merger
- Reasons for the Merger
- Recommendation of the Board of Directors
- Record Date; Voting Power; Votes Required
- Regulatory Filings and Approvals
- Representations and Warranties
- Section 1.10 Closing of Company Transfer Books
- Section 1.11 Lost Certificates
- Section 1.12 Further Assurances
- Section 1.13 Closing
- Section 1.1 The Merger
- Section 1.2 Effective Time
- Section 1.3 Effects of the Merger
- Section 1.4 Charter and By-Laws; Directors and Officers
- Section 1.5 Conversion of Securities
- Section 1.6 Payment Agent
- Section 1.7 Transfer Taxes; Withholding
- Section 1.8 Return of Payment Fund
- Section 1.9 No Further Ownership Rights in Company Common Stock
- Section 2.1 Organization, Standing and Power
- Section 2.2 Authority
- Section 2.3 Consents and Approvals; No Violation
- Section 2.4 Proxy Statement
- Section 2.5 Actions and Proceedings
- Section 2.6 Operations of Sub
- Section 2.7 Brokers
- Section 2.8 Financing
- Section 3.10 Actions and Proceedings
- Section 3.11 Certain Agreements
- Section 3.12 ERISA
- Section 3.13 Compliance with Worker Safety and Environmental Laws
- Section 3.14 Labor Matters
- Section 3.15 Intellectual Property
- Section 3.16 State Takeover Statutes; Certain Charter Provisions
- Section 3.17 Required Vote of Company Stockholders
- Section 3.18 Year 2000 Compliance
- Section 3.19 Brokers
- Section 3.1 Organization, Standing and Power
- Section 3.20 Insurance Coverage
- Section 3.21 Conflicts of Interest
- Section 3.2 Capital Structure
- Section 3.3 Authority
- Section 3.4 Consents and Approvals; No Violation
- Section 3.5 SEC Documents and Other Reports
- Section 3.6 Proxy Statement
- Section 3.7 Absence of Certain Changes or Events
- Section 3.8 Permits and Compliance
- Section 3.9 Tax Matters
- Section 4.1 Conduct of Business Pending the Merger
- Section 4.2 No Solicitation
- Section 4.3 Third Party Standstill Agreements
- Section 5.10 Notification of Certain Matters
- Section 5.11 Employee Benefit Plans and Agreements
- Section 5.12 Stock Purchase Agreement
- Section 5.13 Dissenting Shares
- Section 5.14 Chief Executive Officer
- Section 5.15 Change of Control
- Section 5.16 Convertible Debentures
- Section 5.17 Advance of Funds
- Section 5.2 Preparation of the Proxy Statement
- Section 5.3 Access to Information
- Section 5.4 Fees and Expenses
- Section 5.5 Company Stock Options
- Section 5.6 Best Efforts
- Section 5.7 Public Announcements
- Section 5.8 Real Estate Transfer and Gains Tax
- Section 5.9 Indemnification; Directors and Officers Insurance
- Section 6.1 Conditions to Each Party's Obligation to Effect the Merger
- Section 6.2 Conditions to Obligation of the Company to Effect the Merger
- Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger
- Section 7.1 Termination
- Section 7.2 Effect of Termination
- Section 7.3 Amendment
- Section 7.4 Waiver
- Section 8.2 Notices
- Section 8.3 Interpretation
- Section 8.4 Counterparts
- Section 8.5 Entire Agreement; No Third-Party Beneficiaries
- Section 8.6 Governing Law
- Section 8.7 Assignment
- Section 8.8 Severability
- Section 8.9 Enforcement of this Agreement
- Selected Consolidated Financial Data of Life USA
- Shareholder Proposals
- Special Factors
- Special Meeting, The
- Stock Options
- Summary
- Summary of Material Features of the Merger
- Table of Contents
- Termination
- Termination Fee
- The Companies
- The Merger
- The Special Meeting
- Unsolicited Offers From Third Parties
- Voting Rights of Allianz Life
- Where You Can Find More Information
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1 | 1st Page - Filing Submission
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6 | Proxy Statement
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9 | Table of Contents
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11 | Summary
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" | The Companies
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13 | General
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" | Conditions to the Merger
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14 | No Solicitation
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" | Termination
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" | Fees and Expenses
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15 | Allianz Life
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" | Board of Directors and Officers of Life USA
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" | Counsel and Consultants to Life USA
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16 | The Special Meeting
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" | Proposal to be Considered at the Special Meeting
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" | Record Date; Voting Power; Votes Required
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" | Proxies
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17 | Historical Market Information
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18 | Selected Consolidated Financial Data of Life USA
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19 | Special Factors
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" | Background of the Merger
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24 | Purpose, Timing and Structure of the Merger
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" | Reasons for the Merger
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27 | Recommendation of the Board of Directors
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28 | Opinion of Financial Advisor
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" | Fairness Opinion With Respect to the Merger
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" | Opinion of Donaldson, Lufkin & Jenrette
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35 | Fees Payable to DLJ
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" | Perspective of Allianz Life and Acquisition Sub on the Fairness of the Merger
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36 | Plans for Life USA after the Merger
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37 | Certain Effects of the Merger
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" | Unsolicited Offers From Third Parties
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38 | Conflicts of Interest
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" | Arrangements with Allianz Life
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" | Directors and Officers of Life USA
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" | Legal Counsel and Consultants; Ownership by Outside Directors
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39 | Indemnification
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" | Summary of Material Features of the Merger
|
" | The Merger
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40 | Merger Consideration
|
" | Payment for Shares
|
" | Stock Options
|
" | Closing of Transfer Books
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41 | Representations and Warranties
|
" | Certain Covenants
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42 | No Solicitation of Transactions
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43 | Voting Rights of Allianz Life
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44 | Termination Fee
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45 | Amendment and Waiver
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" | Expenses
|
" | Effective Time
|
" | Conversion of Common Stock
|
46 | Payment for Stock Options
|
" | Conduct of Business Pending the Merger
|
" | Regulatory Filings and Approvals
|
47 | Income Tax Consequences of the Transaction
|
" | Financing of the Merger; Source of Funds
|
" | Anticipated Accounting Treatment
|
" | Dissenters' Rights
|
50 | Management of Life USA, Allianz Life and Acquisition Sub
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" | Management of Life USA
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" | Management of Allianz Life and Acquisition Sub
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" | Allianz AG
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52 | Acquisition Sub
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53 | Interests in Securities of Life USA
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55 | Certain Transactions in Common Stock and Stock Options
|
56 | Expenses of the Transaction
|
" | Independent Auditors
|
" | Where You Can Find More Information
|
57 | Incorporation of Certain Documents by Reference
|
58 | Shareholder Proposals
|
" | Other Matters
|
60 | Agreement and Plan of Merger
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63 | Article I the Merger
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" | Section 1.1 The Merger
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" | Section 1.2 Effective Time
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" | Section 1.3 Effects of the Merger
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64 | Section 1.4 Charter and By-Laws; Directors and Officers
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" | Section 1.5 Conversion of Securities
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" | Section 1.6 Payment Agent
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65 | Section 1.7 Transfer Taxes; Withholding
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" | Section 1.8 Return of Payment Fund
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" | Section 1.9 No Further Ownership Rights in Company Common Stock
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" | Section 1.10 Closing of Company Transfer Books
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66 | Section 1.11 Lost Certificates
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" | Section 1.12 Further Assurances
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" | Section 1.13 Closing
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" | Article Ii Representations and Warranties of Parent and Sub
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" | Section 2.1 Organization, Standing and Power
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67 | Section 2.2 Authority
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" | Section 2.3 Consents and Approvals; No Violation
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68 | Section 2.4 Proxy Statement
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" | Section 2.5 Actions and Proceedings
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" | Section 2.6 Operations of Sub
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" | Section 2.7 Brokers
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" | Section 2.8 Financing
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" | Article Iii Representations and Warranties of the Company
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" | Section 3.1 Organization, Standing and Power
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69 | Section 3.2 Capital Structure
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70 | Section 3.3 Authority
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" | Section 3.4 Consents and Approvals; No Violation
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71 | Section 3.5 SEC Documents and Other Reports
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" | Section 3.6 Proxy Statement
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72 | Section 3.7 Absence of Certain Changes or Events
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" | Section 3.8 Permits and Compliance
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73 | Section 3.9 Tax Matters
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" | Section 3.10 Actions and Proceedings
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74 | Section 3.11 Certain Agreements
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" | Section 3.12 ERISA
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75 | Section 3.13 Compliance with Worker Safety and Environmental Laws
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" | Section 3.14 Labor Matters
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76 | Section 3.15 Intellectual Property
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" | Section 3.16 State Takeover Statutes; Certain Charter Provisions
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" | Section 3.17 Required Vote of Company Stockholders
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" | Section 3.18 Year 2000 Compliance
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" | Section 3.19 Brokers
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77 | Section 3.20 Insurance Coverage
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" | Section 3.21 Conflicts of Interest
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" | Section 4.1 Conduct of Business Pending the Merger
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79 | Section 4.2 No Solicitation
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80 | Section 4.3 Third Party Standstill Agreements
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" | Article V Additional Agreements
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" | Section 5.2 Preparation of the Proxy Statement
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" | Section 5.3 Access to Information
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" | Section 5.4 Fees and Expenses
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82 | Section 5.5 Company Stock Options
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" | Section 5.6 Best Efforts
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" | Section 5.7 Public Announcements
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83 | Section 5.8 Real Estate Transfer and Gains Tax
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" | Section 5.9 Indemnification; Directors and Officers Insurance
|
" | Section 5.10 Notification of Certain Matters
|
" | Section 5.11 Employee Benefit Plans and Agreements
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84 | Section 5.12 Stock Purchase Agreement
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" | Section 5.13 Dissenting Shares
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" | Section 5.14 Chief Executive Officer
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" | Section 5.15 Change of Control
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85 | Section 5.16 Convertible Debentures
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" | Section 5.17 Advance of Funds
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" | Article Vi Conditions Precedent to the Merger
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" | Section 6.1 Conditions to Each Party's Obligation to Effect the Merger
|
" | Section 6.2 Conditions to Obligation of the Company to Effect the Merger
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86 | Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger
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" | Article Vii Termination, Amendment and Waiver
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" | Section 7.1 Termination
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88 | Section 7.2 Effect of Termination
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" | Section 7.3 Amendment
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" | Section 7.4 Waiver
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" | Article Viii General Provisions
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" | Section 8.2 Notices
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89 | Section 8.3 Interpretation
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" | Section 8.4 Counterparts
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" | Section 8.5 Entire Agreement; No Third-Party Beneficiaries
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" | Section 8.6 Governing Law
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90 | Section 8.7 Assignment
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" | Section 8.8 Severability
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" | Section 8.9 Enforcement of this Agreement
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91 | Appendix B
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93 | Appendix C
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