Allianz Life Ins Co of North America – ‘SC 13D/A’ on 10/13/99 re: Life USA Holding Inc/MN – EX-1.1

On:  Wednesday, 10/13/99   ·   Accession #:  1045969-99-753   ·   File #:  5-47593

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 10                          7     23K 
 2: EX-1.1      Articles of Merger Dated 10-01-1999                    5     22K 

EX-1.1   —   Articles of Merger Dated 10-01-1999
Exhibit Table of Contents

EX-1.1
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                                                                     EXHIBIT 1.1

ARTICLES OF MERGER
BY AND BETWEEN
NOVA NEW CO.
 AND
LIFE USA HOLDING, INC.

THE UNDERSIGNED, Edward J. Bonach, the President of NOVA NEW CO., a   
Minnesota corporation ("Nova"), and Robert W. MacDonald, the Chairman and Chief 
Executive Officer of LIFE USA HOLDING, INC., a Minnesota corporation ("Life     
USA"), hereby certify as follows:                                               

1.   Attached hereto as Exhibit A is the Plan of Merger (the "Plan of Merger")  
     providing for the merger of Nova with and into Life USA (the "Merger"). The
   Plan of Merger has been adopted by the board of directors of each of Nova
     and Life USA. As provided in the Plan of Merger, Life USA shall continue as
     the surviving corporation under the corporate name it possesses immediately
prior to the effective time of the Merger.                            

2.   The Plan of Merger has been approved by Nova and Life USA pursuant to      
Chapter 302A of the Minnesota Statutes.                               

3.   The Merger shall become effective upon filing of these Articles of Merger  
with the Secretary of State of the State of Minnesota.                

     IN WITNESS WHEREOF the undersigned have duly executed this document for and
on behalf of their respective corporations on October 1, 1999.                  

NOVA NEW CO.                        LIFE USA HOLDING, INC.                      

By:  /s/ Edward J. Bonach           By:/s/ Robert W. MacDonald                  
--------------------------         ----------------------------         
Edward J. Bonach                  Robert W. MacDonald         
President                         Chairman and Chief Executive
             Officer

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                                                                    EXHIBIT A to
                                                              ARTICLES OF MERGER

PLAN OF MERGER

     The respective boards of directors of Nova New Co., a Minnesota corporation
("Nova") and Life USA Holding, Inc., a Minnesota corporation ("Life USA"), have,
by resolutions duly adopted, approved the following provisions of this Plan of  
Merger (the "Plan of Merger") as required by Chapter 302A of the Minnesota      
Business Corporation Act, as amended (the "MBCA"), in connection with the merger
as herein described (the "Merger"). Nova and Life USA are sometimes collectively
referred to as the "Constituent Corporations."                                  

    SECTION 1.01. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the MBCA, at the Effective Time 
(as defined in Section 1.02), Nova shall be merged with and into Life USA. As a 
result of the Merger, the separate corporate existence of Nova shall cease and  
Life USA shall continue as the surviving corporation of the Merger (the         
"Surviving Corporation").                                                       

    SECTION 1.02. Effective Time. The parties hereto shall cause the Merger to
be consummated by filing Articles of Merger (the "Articles of Merger") with the 
Secretary of State of the State of Minnesota, in such form as required by, and  
executed in accordance with the relevant provisions of the MBCA after the       
satisfaction, or if permissible, waiver of conditions set forth in Article VI of
the Agreement and Plan of Merger dated May 17, 1999 by and among Nova, Life USA 
and Allianz Life Insurance Company of North America (the "Agreement and Plan"). 
The parties to this Plan of Merger will cause Articles of Merger to be executed,
delivered and filed with the Secretary of State of the State of Minnesota in    
accordance with the MBCA. The Merger shall become effective immediately upon    
filing of the Articles of Merger. The date and time of the filing of the        
Articles of Merger is hereinafter referred to as the "Effective Time."          

  SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in Section 302A.641 of the MBCA. Without        
limiting the generality of the foregoing and subject thereto, at the Effective  
Time, except as otherwise provided herein, all the property, rights, privileges,
powers and franchises of Nova and Life USA shall vest in the Surviving          
Corporation and all debts, liabilities and duties of Nova and Life USA shall    
become the debts, liabilities and duties of the Surviving Corporation.          

    SECTION 1.04. Articles of Incorporation and Bylaws. At the Effective Time,
the Articles of Incorporation of Life USA, as in effect immediately prior to the
Effective Time, shall be amended so that (i) Article III of such Articles of    
Incorporation reads in its entirety as follows: "The aggregate number of shares 
of common stock which this corporation shall have authority to issue is One     
Hundred (100) shares, par value $.01 per share." and (ii) Article IV of such    
Articles of Incorporation is deleted in its entirety. As so amended, such       
Articles of Incorporation of Life USA shall be the Articles of Incorporation of 
the Surviving Corporation until thereafter changed or amended as provided       
therein or by applicable law. At the Effective Time, the                        

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By-Laws of Life USA, as in effect immediately prior to the Effective Time, shall
be amended and restated to read as did the By-Laws of Nova immediately prior to 
the Effective Time, except that the name of the Surviving Corporation shall     
remain unchanged. As so amended and restated, such By-Laws of Life USA shall be 
the By-Laws of the Surviving Corporation until thereafter changed or amended as 
provided therein or by applicable law.                                          

SECTION 1.05. Directors and Officers. The directors of Nova at the    
Effective Time of the Merger shall be the directors of the Surviving            
Corporation, until the earlier of their resignation or removal or until their   
respective successors are duly elected and qualified, as the case may be. The   
officers of Life USA at the Effective Time of the Merger shall be the officers  
of the Surviving Corporation, until the earlier of their resignation or removal 
or until their respective successors are duly elected and qualified, as the case
may be.                                                                         

     SECTION 1.06. Conversion of Securities. As of the Effective Time, by virtue
of the Merger and without any action on the part of Nova, Life USA or the       
holders of any of the securities of the Constituent Corporations:               

   (a) Each issued and outstanding share of common stock, par value $.01 per
share, of Nova shall be converted into one validly issued, fully paid and       
nonassessable share of common stock of the Surviving Corporation.               

 (b) All shares of Life USA common stock , par value $.01 per share (the
"Common Stock"), that are held in the treasury of Life USA or by any wholly     
owned subsidiary of Life USA and any shares of Common Stock owned by Allianz    
Life Insurance Company of North America ("Allianz Life") shall be canceled and  
no cash or other consideration shall be delivered in exchange therefor.         

    (c) Each share of Common Stock issued and outstanding immediately prior to
the Effective Time (other than shares to be canceled in accordance with the     
preceding clause of this Section 1.06 and Dissenting Shares described in clause 
(e) of this Section 1.06) shall be converted into the right to receive, upon    
surrender of the certificate (the "Certificate") formerly representing such     
shares of Common Stock, an amount of cash equal to $20.75 (the "Per Share       
Amount"). All such shares of Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and each holder of a
Certificate or Certificates formerly representing any such shares shall cease to
have any rights with respect thereto, except the right to receive the cash to be
paid to such holder pursuant to this Section 1.06 (the "Merger Consideration")  
upon the surrender of a Certificate or Certificates in accordance with Section  
1.07 hereof.                                                                    

  (d) Immediately prior to the Effective Time, each option exercisable for
Common Stock ("Stock Option") which is outstanding immediately prior to the     
Effective Time shall become exercisable in full (to the extent not previously   
exercised), and shall be canceled and the holder thereof shall have the right to
receive upon execution and delivery to the Payment Agent of an option           
termination agreement, in form and substance reasonably acceptable to Allianz   
Life (which agreement shall be mailed by the Payment Agent to holders of Stock  
Options promptly following the Effective Time), an amount of cash equal to the  
result of (x) the Merger Consideration such holder would                        

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have received pursuant to this Section 1.06 had such Stock Option been exercised
immediately prior to the Effective Time less (y) the exercise price of such     
Stock Option (such amount hereinafter the "Option Consideration"). The payment  
of the Option Consideration, net of any withholding or other applicable taxes,  
upon delivery to the Payment Agent of an option termination agreement shall be  
deemed to constitute full satisfaction of all rights pertaining to such Stock   
Option.                                                                         

     (e) Each share of the Common Stock which shall be issued and outstanding as
of the Effective Time and held by a shareholder who has not voted such shares in
favor of the Merger, who shall have delivered, prior to any vote on the Merger, 
a written demand for the fair value of such shares in the manner provided in the
MBCA and who, as of the Effective Time, shall not have effectively withdrawn or 
lost such right to dissenters' rights, shall not be converted into and shall not
represent the right to receive the Merger Consideration hereunder (all such     
shares of the Common Stock are hereinafter called "Dissenting Shares"), but the 
holders thereof shall be entitled only to such rights as are granted by the     
MBCA. Life USA shall give Allianz Life prompt notice upon receipt by Life USA of
any written notice from any such shareholder of Life USA ("Dissenting           
Shareholder"). Life USA agrees that prior to the Effective Time, it will not,   
except with the prior written consent of Allianz Life, voluntarily make any     
payment with respect to, or settle or offer to settle, any demand for           
dissenters' rights. If any Dissenting Shareholder shall fail to perfect or shall
effectively withdraw or lose his or her dissenters' rights under the MBCA then, 
as of the Effective Time or the occurrence of such event, such holder's shares  
shall automatically be converted into and represent only the right to receive   
the Merger Consideration upon surrender of the applicable Certificate(s) as     
provided herein.                                                                

SECTION 1.07. Payment Agent.                                          

 (a) Exchange of Certificates. Allianz Life shall authorize a commercial
bank (or such other person or persons as shall be reasonably acceptable to      
Allianz Life and Life USA) to act as Payment Agent hereunder (the "Payment      
Agent"). As soon as practicable after the Effective Time, Allianz Life shall    
deposit with the Payment Agent, in trust for the holders of shares of Common    
Stock converted in the Merger and the holders of Stock Options an amount of cash
equal to or exceeding the aggregate Merger Consideration to be paid to holders  
of Common Stock and the Option Consideration to be paid to the holders of Stock 
Options pursuant to Section 1.06 hereof (such amount hereinafter the "Payment   
Fund").                                                                         

    (b) Exchange Procedures. Allianz Life shall instruct the Payment Agent, as
soon as practicable after the Effective Time, to mail to each record holder of a
Certificate or Certificates a letter of transmittal, which shall specify that   
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon actual delivery of the Certificates to the Payment Agent, and   
shall contain instructions for use in effecting the surrender of the            
Certificates in exchange for the Merger Consideration. Upon surrender for       
cancellation to the Payment Agent of all Certificates held by any record holder 
of a Certificate, together with such letter of transmittal, duly executed, the  
holder of such Certificate shall be entitled to receive in exchange therefor a  
check representing the Merger                                                   

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Consideration, and any Certificate so surrendered shall forthwith be canceled.  
Holders of Stock Options shall receive payment, if any, for such Stock Options  
pursuant to the procedures set forth in Section 1.06(d).                        

    (c) Transfer Taxes; Withholding. If any Merger Consideration is to be paid
to any person other than to the person named in the Certificate surrendered in  
exchange therefor, it shall be a condition of such exchange that the Certificate
so surrendered shall be properly endorsed and otherwise in proper form for      
transfer and that the person requesting such exchange shall pay to the Payment  
Agent any transfer or other taxes required by reason of the payment of the      
Merger Consideration to a person other than to the person named in the          
Certificate surrendered, or shall establish to the satisfaction of the Payment  
Agent that such tax has been paid or is not applicable. Allianz Life or the     
Payment Agent shall be entitled to deduct and withhold from the consideration   
otherwise payable to any holder of shares of Common Stock or holder of a Stock  
Option such amounts as Allianz Life or the Payment Agent is required to deduct  
and withhold with respect to the making of such payment under the Internal      
Revenue Code of 1986, as amended (the "Code"), or under any provision of state, 
local or foreign tax law. To the extent that amounts are so withheld by Allianz 
Life or the Payment Agent, such withheld amounts shall be treated for all       
purposes of this agreement as having been paid to the holder of the shares of   
Common Stock or the holder of a Stock Option in respect of which such deduction 
and withholding was made by Allianz Life or the Payment Agent.                  

   (d) Return of Payment Fund. Any portion of the Payment Fund which remains
undistributed for six months after the Effective Time shall be delivered to     
Allianz Life, upon demand of Allianz Life, and any such former stockholders and 
holders of Stock Options who have not theretofore complied with Section 1.06 and
clauses (b) and (c) of Section 1.07 hereof shall thereafter look only to Allianz
Life for payment of their claim for any Merger Consideration or Option          
Consideration, as the case may be. Neither Allianz Life nor the Surviving       
Corporation shall be liable to any former holder of Common Stock or holder of a 
Stock Option for any cash held in the Payment Fund which is delivered to a      
public official pursuant to any applicable abandoned property, escheat or       
similar law.                                                                    

(e) No Further Ownership Rights in Common Stock or Stock Options. The 
payment of the Merger Consideration upon surrender of any Certificate and the   
payment of Option Consideration in accordance with clause (d) of Section 1.06   
shall be deemed to constitute full satisfaction of all rights pertaining to the 
shares of Common Stock represented by such Certificate.                         

  SECTION 1.08. Closing of Life USA Transfer Books. At the Effective Time,
the stock transfer books of Life USA shall be closed and no transfer of shares  
of Common Stock shall thereafter be made on the records of Life USA. If, after  
the Effective Time, Certificates are presented to the Surviving Corporation, the
Payment Agent, or Allianz Life, such Certificates shall be canceled and         
exchanged as provided in this Plan of Merger.                                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/13/99
		10/1/99		1					15-12G,  8-K
		5/17/99		2					8-K
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