<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                    ----------------------------------------

                                   (Mark One)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ___________ to ___________

                         COMMISSION FILE NUMBER 0-21459

                           AMERUS LIFE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

                                699 WALNUT STREET
                           DES MOINES, IOWA 50309-3948
                    (Address of principal executive offices)

          IOWA                                              42-1459712
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (515) 362-3600


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

The number of shares outstanding of each of the Registrant's classes of common
stock on August 6, 1999 was as follows:

                           Class A, Common Stock              25,426,170 shares
                           Class B, Common Stock                5,000,000 shares


Exhibit index - Page 45
Page 1 of 51
                                       1
<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------
<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION...................................................................    3

Item 1.       Financial Statements...............................................................    3

              Consolidated Balance Sheets June 30, 1999
              (Unaudited) and December 31, 1998..................................................    3

              Consolidated Statements of Income (Unaudited)
              For the Three Months Ended June 30, 1999 and 1998
              and the Six Months Ended June 30, 1999 and 1998....................................    5

              Consolidated Statements of Comprehensive Income (Unaudited)
              For the Three Months Ended June 30, 1999 and 1998
              and the Six Months Ended June 30, 1999 and 1998....................................    6

              Consolidated Statements of Cash Flows (Unaudited)
              For the Six Months Ended June 30, 1999 and 1998....................................    7

              Notes to Consolidated Financial Statements
              (Unaudited) .......................................................................    9

Item 2.       Management's Discussion and Analysis of Results of Operations and
              Financial Condition ...............................................................   20

Item 3.       Quantitative and Qualitative Disclosures About Market Risk.........................   41


PART II - OTHER INFORMATION......................................................................   42

Item 1.       Legal Proceedings..................................................................   42

Item 4.       Submission of Matters to a Vote of Security Holders................................   43

Item 6.       Exhibits and Reports on Form 8-K...................................................   43


Signatures.......................................................................................   44

Exhibit Index....................................................................................   45

</TABLE>

                                       2
<PAGE>   3


PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                        AMERUS LIFE HOLDINGS, INC.
                                       CONSOLIDATED BALANCE SHEETS
                                          (Dollars in thousands)


<TABLE>
<CAPTION>
                                                      June 30,    December 31,
                                                        1999         1998
                                                    --------------------------
                                                     (unaudited)
<S>                                                 <C>           <C>
                                     Assets
Investments:
     Securities available for sale at fair value:
        Fixed maturity securities                   $ 6,782,652   $ 6,710,246
        Equity securities                                41,834        68,483
        Short-term investments                              255        22,428
     Mortgage loans on real estate                      599,590       566,403
     Real estate                                            431           633
     Policy loans                                       110,809       110,786
     Other investments                                  208,573       205,790
                                                    --------------------------

                Total investments                     7,744,144     7,684,769

Cash and cash equivalents                                35,674        60,090
Accrued investment income                                84,442        79,921
Premiums and fees receivable                              4,331         4,385
Reinsurance receivables                                   9,397         6,174
Deferred policy acquisition costs                       426,549       246,030
Value of business acquired                              260,508       224,540
Investment in unconsolidated subsidiaries                30,351        29,602
Goodwill                                                211,746       215,506
Property and equipment                                   24,121        23,249
Deferred income taxes                                    14,562          --
Other assets                                            360,795       401,239
Closed Block assets                                   1,424,379     1,453,305
                                                    --------------------------
                Total assets                        $10,630,999   $10,428,810
                                                    =========================
</TABLE>


                                       3
<PAGE>   4

                           AMERUS LIFE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                   June 30,       December 31,
                                                                     1999            1998
                                                                 ----------------------------
                                                                 (unaudited)
<S>                                                              <C>             <C>
                 Liabilities and Stockholders' Equity

Policy reserves and policyowner funds:
     Future life and annuity policy benefits                     $  7,207,705    $  7,185,417
     Policyowner funds                                                313,183          95,974
                                                                    7,520,888       7,281,391
                                                                 ----------------------------

Accrued expenses                                                       32,143          41,323
Dividends payable to policyowners                                       1,878           1,168
Policy and contract claims                                              6,155          13,433
Income taxes payable                                                   14,157           9,574
Deferred income taxes                                                    --            11,398
Other liabilities                                                     133,080         159,350
Debt                                                                  146,307         141,051
Closed Block liabilities                                            1,736,519       1,703,195
                                                                 ----------------------------

                Total liabilities                                   9,591,127       9,361,883
                                                                 ----------------------------
Company-obligated mandatorily redeemable preferred
     capital securities of subsidiary trusts holding solely
     junior subordinated debentures of the Company                    216,729         216,729
                                                                 ----------------------------
Stockholders' equity:
     Preferred Stock, no par value, 20,000,000 shares
        authorized, none issued                                          --              --
     Common Stock, Class A, no par value, 180,000,000
        shares authorized:  issued and outstanding; 25,424,174
        shares (net  of 4,309,279 treasury shares) in 1999 and
        25,425,983 (net of 4,308,936 treasury shares) in 1998          25,424          25,426
     Common Stock, Class B, no par value, 50,000,000 shares
        authorized; 5,000,000 shares issued and outstanding             5,000           5,000
     Paid-in capital                                                  290,025         290,091
     Accumulated other comprehensive income                           (27,550)         26,711
     Unearned compensation                                               (425)           (240)
     Retained earnings                                                530,669         503,210
                                                                 ----------------------------

                Total stockholders' equity                            823,143         850,198
                                                                 ----------------------------

                Total liabilities and stockholders' equity       $ 10,630,999    $ 10,428,810
                                                                 ============================
</TABLE>




                                       4
<PAGE>   5

                           AMERUS LIFE HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (Dollars in thousands, except share data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            Three Months Ended          Six Months Ended
                                                                 June 30,                    June 30,
                                                            1999          1998          1999          1998
                                                        -------------------------   --------------------------
<S>                                                     <C>           <C>           <C>           <C>
Revenues:
    Insurance premiums                                  $    20,385   $    21,432   $    44,220   $    38,726
    Universal life and annuity product charges               18,900        17,872        36,086        34,252
    Net investment income                                   130,378       126,822       260,696       259,995
    Realized gains on investments                             1,415         4,564         4,019        10,783
    Contribution from the Closed Block                        6,372         7,861        12,914        16,836
                                                        -------------------------   -------------------------

                                                            177,450       178,551       357,935       360,592
                                                        -------------------------   -------------------------
Benefits and expenses:
    Policyowner benefits                                    101,277       111,930       210,696       219,286
    Underwriting, acquisition, and insurance expenses        23,584        17,234        44,640        38,449
    Amortization of deferred policy acquisition costs
       and value of business acquired                        19,586        15,731        36,571        30,688
    Dividends to policyowners                                 1,047           395         2,023           710
                                                        -------------------------   -------------------------

                                                            145,494       145,290       293,930       289,133
                                                        -------------------------   -------------------------

Income from operations                                       31,956        33,261        64,005        71,459

Interest expense                                              7,541         5,928        14,770        12,610
                                                        -------------------------   -------------------------

Income before income tax expense and equity in
    earnings of unconsolidated subsidiary                    24,415        27,333        49,235        58,849

Income tax expense                                            8,324         7,142        16,695        17,319
                                                        -------------------------   -------------------------

Income before equity in earnings of unconsolidated
    subsidiary                                               16,091        20,191        32,540        41,530

Equity in earnings of unconsolidated subsidiary                 500           673         1,008         1,091
                                                        -------------------------   -------------------------

       Net income                                       $    16,591   $    20,864   $    33,548   $    42,621
                                                        =========================   =========================

Earnings per common share:
    Basic                                               $      0.55   $      0.60   $      1.10   $      1.23
                                                        =========================   =========================
    Diluted                                             $      0.54   $      0.60   $      1.10   $      1.21
                                                        =========================   =========================

Weighted average common shares outstanding
    Basic                                                30,432,794    34,732,514    30,432,145    34,733,710
                                                        =========================   =========================
    Diluted                                              30,522,586    35,021,958    30,495,083    35,086,382
                                                        =========================   =========================
</TABLE>


                                        5
<PAGE>   6
                           AMERUS LIFE HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Three Months Ended        Six Months Ended
                                                                      June 30,                  June 30,
                                                                    1999        1998        1999        1998
                                                                  --------------------    --------------------
<S>                                                               <C>         <C>         <C>         <C>
Net Income                                                        $ 16,591    $ 20,864    $ 33,548    $ 42,621

Other comprehensive income (loss), before tax
     Unrealized gains (losses) on securities
        Unrealized holding gains (losses) arising during period    (53,268)      3,656     (83,427)      8,715
        Less:  reclassification adjustment for gains included
           in net income                                            (3,276)      2,864          52      10,458
                                                                  --------------------    --------------------

     Other comprehensive income (loss), before tax                 (49,992)        792     (83,479)     (1,743)

     Income tax (expense) benefit related to items of other
        comprehensive income                                        17,497        (277)     29,218         610
                                                                  --------------------    --------------------

Other comprehensive income (loss), net of tax                      (32,495)        515     (54,261)     (1,133)
                                                                  --------------------    --------------------

Comprehensive income (loss)                                       $(15,904)   $ 21,379    $(20,713)   $ 41,488
                                                                  ====================    ====================

</TABLE>


                                       6
<PAGE>   7


                           AMERUS LIFE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                              June 30,
                                                        1999           1998
                                                    -----------------------------
<S>                                                 <C>            <C>
Cash flows from operating activities
    Net Income                                           $ 33,548       $ 42,621
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Policyowner assessments on universal life
          and annuity products                            (26,876)       (34,252)
       Interest credited to policyowner account
          balances                                        173,413        179,090
       Realized investment (gains) losses                  (4,019)       (10,783)
       Goodwill amortization                                3,760          3,645
       VOBA amortization                                   16,058         14,048
       Change in:
          Accrued investment income                        (4,521)         2,912
          Reinsurance ceded receivables                    (3,223)         1,170
          Deferred policy acquisition costs               (53,565)       (36,875)
          Liabilities for future policy benefits          250,952         (4,133)
          Policy and contract claims and other
             policyowner funds                             (8,510)         1,868
          Income taxes:
             Current                                        4,583         16,433
             Deferred                                      12,225         (6,465)
       Other, net                                           9,934        (10,831)
       Change in Closed Block assets and
          liabilities, net                                 34,189        109,318
                                                    -----------------------------

       Net cash provided by operating activities          437,948        267,766
                                                    -----------------------------

Cash flows from investing activities
    Purchase of fixed maturities available-for-sale    (4,198,887)    (3,160,567)
    Maturities, calls, and principal reductions of
       fixed maturities available for sale              3,950,066      3,312,538
    Purchase of equity securities                        (113,066)      (112,055)
    Proceeds from sale of equity securities               102,327        119,296
    Proceeds from repayment and sale of
       mortgage loans                                      67,383         44,265
</TABLE>



                                       7
<PAGE>   8
                               AMERUS LIFE HOLDINGS, INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Dollars in thousands)
                                      (Unaudited)


<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                              June 30,
                                                           1999          1998
                                                       ------------------------
<S>                                                     <C>          <C>
    Purchase of mortgage loans                            (70,968)     (99,077)
    Purchase of real estate and other invested assets     (50,780)     (65,796)
    Proceeds from sale of real estate and other
       invested assets                                     19,688       15,317
    Change in policy loans, net                               (23)       6,272
    Tax on capital gains                                   (5,994)      12,507
    Other assets, net                                      (2,863)      16,379
    Change in Closed Block investments, net               (30,241)    (106,115)
                                                        ----------------------

       Net cash (used in) investing activities           (331,359)     (15,038)
                                                        ----------------------

Cash flows from financing activities:
    Deposits to policyowner account balances              458,220      421,044
    Withdrawals from policyowner account balances        (586,141)    (570,647)
    Change in debt, net                                     5,257        9,421
    Purchase of treasury stock                               (408)      (1,622)
    Issuance of treasury stock                                155         --
    Dividends to shareholders                              (6,089)      (6,946)
                                                        ----------------------

       Net cash (used in) financing activities           (129,006)    (148,750)
                                                        ----------------------

       Net increase (decrease) in cash                    (22,417)     103,978

Cash and cash equivalents at beginning of period           60,090       58,081
                                                        ----------------------

Cash and cash equivalents at end of period              $  37,673    $ 162,059
                                                        ======================

Supplemental disclosure of cash activities:

    Interest paid                                       $  14,692    $  12,069
                                                        ======================

    Income taxes paid                                   $   9,020    $  24,541
                                                        ======================
</TABLE>


                                       8
<PAGE>   9


AMERUS LIFE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments were of a
normal recurring nature, unless otherwise noted in Management's Discussion and
Analysis and the Notes to Financial Statements. Operating results for the three
months and six months ended June 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For further
information and for capitalized terms not defined in this 10-Q, refer to the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

         Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 financial statement presentation.


         SFAS 133

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 defines derivative instruments
and provides comprehensive accounting and reporting standards for the
recognition and measurement of derivative and hedging activities (including
certain instruments embedded in other contracts). It requires derivatives to be
recorded in the Consolidated Balance Sheet at fair value and establishes
criteria for hedges of changes in the fair value of assets, liabilities or firm
commitments, hedges or variable cash flows or forecasted transactions, and
hedges of foreign currency exposures of net investments in foreign operations.
Changes in the fair value of derivatives not meeting specific hedge accounting
criteria would be recognized in the Consolidated Statement of Operations. In
June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative Instruments
and Hedging Activities Deferral of the Effective Date of FASB Statement No.
133." SFAS No. 137 delays the effective date of SFAS No. 133 for all fiscal
quarters until fiscal years beginning after June 15, 2000. The Company is
evaluating SFAS No. 133 and has not determined its effect on the Consolidated
Financial Statements.


         SOP 97-3

         On January 1, 1999, the Company adopted the American Institute of
Certified Public Accountants (AICPA) Statement of Position (SOP) 97-3,
"Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments." This statement provides guidance on when an insurance or other
enterprise should recognize a liability for guaranty fund and other assessments
and on how to measure such liability. The adoption of SOP 97-3 has no material
impact on the financial position or results of operations as the Company
currently estimates assessment liabilities when a determination of an insolvency
has occurred.



                                       9
<PAGE>   10



         SOP 98-1

         On January 1, 1999, the Company adopted the AICPA SOP 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use." This
SOP provides guidance for determining whether costs of software developed or
obtained for internal use should be capitalized or expensed as incurred. In the
past, the Company has expensed such costs as they were incurred. The adoption of
SOP 98-1 has no material impact on the financial position or results of
operations of the Company.


         STATUTORY ACCOUNTING CODIFICATION

         The NAIC has codified statutory accounting practices, which are
expected to constitute the only source of prescribed statutory accounting
practices and are effective in 2001. Codification will change prescribed
statutory accounting practices and may result in changes to the accounting
practices that insurance enterprises use to prepare their statutory financial
statements. The changes of codification will not have a material impact on
statutory surplus.


         EARNINGS PER COMMON SHARE

         Basic earnings per share of common stock are computed by dividing net
income by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share assumes the issuance of common shares
applicable to stock options and warrants calculated using the treasury stock
method.


(2)      CLOSED BLOCK

         Summarized financial information of the Closed Block balance sheet as
of June 30, 1999 and December 31, 1998 and statements of income for the three
months and six months ended June 30, 1999 and 1998 are as follows (in
thousands):


                                       10
<PAGE>   11
<TABLE>
<CAPTION>
                                              June 30,   December 31,
                                                1999         1998
                                              -----------------------
<S>                                           <C>          <C>
Assets:
Securities available for sale at fair value
      Fixed maturity securities               $1,099,261   $1,116,540
      Short-term investments                        --          8,875
Policy loans                                     182,986      181,866
Other investments                                   --          3,027
Cash and cash equivalents                          7,156            4
Accrued investment income                         15,510       14,445
Premiums and fees receivable                       1,631        3,385
Deferred policy acquisition costs                104,889      117,479
Other assets                                      12,946        7,684
                                              -----------------------
           Total Assets                       $1,424,379   $1,453,305
                                              =======================

Liabilities:
Future life and annuity policy benefits       $1,552,226   $1,517,162
Policyowner funds                                  6,466        6,350
Accrued expenses                                   1,303        3,887
Dividends payable to policyowners                153,587      149,487
Policy and contract claims                         5,023        8,395
Other liabilities                                 17,914       17,914
                                              -----------------------
           Total Liabilities                  $1,736,519   $1,703,195
                                              =======================
</TABLE>


<TABLE>
<CAPTION>
                                                     Three Months Ended June 30,
                                                          1999        1998
                                                     ---------------------------
<S>                                                  <C>             <C>
Revenues and expenses:
Insurance premiums                                       $ 49,638    $ 49,516
Universal life and annuity product charges                  3,166       3,745
Net investment income                                      26,355      28,156
Realized gains on investments                                 210       7,308
Policyowner benefits                                      (47,651)    (50,341)
Underwriting, acquisition and insurance expenses           (1,010)     (1,525)
Amortization of deferred policy acquisition costs          (5,037)     (4,784)
Dividends to policyowners                                 (19,299)    (24,214)

                                                         --------------------
Contribution from the Closed Block before income taxes   $  6,372    $  7,861
                                                         ====================

</TABLE>



                                       11
<PAGE>   12
<TABLE>
<CAPTION>
                                                       Six Months Ended June 30,
                                                           1999         1998
                                                       -------------------------
<S>                                                    <C>          <C>
Revenues and expenses:
Insurance premiums                                       $ 98,598    $ 99,932
Universal life and annuity product charges                  6,570       7,266
Net investment income                                      56,006      57,339
Realized gains on investments                                 662       8,177
Policyowner benefits                                      (98,972)    (99,372)
Underwriting, acquisition and insurance expenses           (2,821)     (2,886)
Amortization of deferred policy acquisition costs         (12,590)    (12,818)
Dividends to policyowners                                 (34,539)    (40,802)

                                                         --------------------
Contribution from the Closed Block before income taxes   $ 12,914    $ 16,836
                                                         ====================
</TABLE>



                                       12
<PAGE>   13


(3)      DEBT AND CAPITAL SECURITIES

         Debt consists of the following (in thousands):


<TABLE>
<CAPTION>
                                        June 30, 1999    December 31, 1998
                                        -------------    -----------------
                                        (Unaudited)
<S>                                     <C>              <C>
Federal Home Loan Bank
community investment long-term
advances with a weighted
average interest rate of 6.29% at
June 30, 1999
                                         $ 16,307           $   16,051

Revolving credit agreement                  5,000                 --

Senior Notes bearing interest at 6.95%
due June, 2005                            125,000              125,000
                                         --------            ---------
                                         $146,307            $ 141,051
                                         ========            =========
</TABLE>


<TABLE>
<CAPTION>
                                              June 30, 1999     December 31, 1998
                                              -------------     -----------------
                                              (Unaudited)
<S>                                           <C>               <C>
AmerUs Capital I 8.85% Capital
   Securities Series A due
   February 1, 2007                              $  86,000         $  86,000

AmerUs Capital II 7.00%
   Adjustable Conversion-rate
   Equity Security Units due
   July 27, 2003                                   130,729           130,729
                                                 ---------         ---------

                                                 $ 216,729         $ 216,729
                                                 =========         =========
</TABLE>


         For an additional discussion of the terms of the above indebtedness
refer to the Company's consolidated financial statements as of December 31,
1998.


(4)      FEDERAL INCOME TAXES

         The effective income tax rate for the years ending June 30, 1999 and
1998 was lower than the prevailing corporate rate primarily as a result of
earned low income housing and historic rehabilitation credits which totaled $2.3
million and $2.8 million, respectively.



                                       13
<PAGE>   14



(5)      COMMITMENTS AND CONTINGENCIES

         AmerUs Life Insurance Company ("AmerUs Life") and its joint venture
partner are contingently liable in the event the joint venture, Ameritas
Variable Life Insurance Company ("AVLIC"), cannot meet its policyholder
obligations. At June 30, 1999, AVLIC had statutory assets of $2.24 million,
liabilities of $2,197.5 million, and surplus of $43.6 million.

         The Company, AmerUs Life and their direct and indirect majority
shareholders AmerUs Group and American Mutual Holding Company (collectively
"AmerUs"), were defendants in a class action lawsuit, Bhat v. AmerUs Life
Insurance Company, which was filed in December 1996 in the United States
District Court for the Northern District of California. The complaint, as
amended in 1998, alleged that the defendants breached the terms of certain
universal life policies, breached certain other duties owed to policyowners, and
violated RICO in setting their cost of insurance rates and credited interest
rates. These allegations include a claim that the defendants passed an increase
in corporate income taxes (known as the deferred acquisition cost, or DAC, tax)
through to owners of those policies. The plaintiff, an insured under a universal
life policy issued by AmerUs Life, sought unspecified actual and punitive
damages and injunctive relief on behalf of himself and all similarly situated
policyowners of AmerUs Life with universal life insurance policies. AmerUs
denied the allegations contained in the complaint, including the existence of a
legitimate class. An earlier companion case filed in the same court in June 1996
was dismissed in October 1997.

         The parties have entered into a nationwide class settlement of certain
contract and related issues for a substantial block of AmerUs Life's life
insurance policies. The settlement was approved by the court by order dated
April 2, 1999. No appeal has been filed and the time for filing an appeal has
expired.

         Due to pending settlement negotiations, the Company incurred a charge
to income for 1998. Based upon current estimates of the costs associated with
the settlement, the Company established a reserve of $1.2 million at that time.

         In the ordinary course of business, the Company and its subsidiaries
are also engaged in certain other litigation, none of which management believes
is material to the Company's results of operations.


(6)      RELATED PARTY TRANSACTIONS

         AmerUs Life has a master agreement of purchase and sale with AmerUs
Home Equity whereby AmerUs Life agrees to purchase whole loans from AmerUs Home
Equity from time to time. AmerUs Life also has a loan servicing agreement with
AmerUs Home Equity, whereby AmerUs Home Equity acts as servicer of the loans and
receives a servicing fee of 50 basis points of the outstanding principal
balances of the loans. During the six months ended June 30, 1999, AmerUs Life
purchased loans with a total outstanding principal balance of $13.1 million at
par.


(7)      OPERATING SEGMENTS

         The Company has two operating segments: Life Insurance and Annuities.
Products generally distinguish a segment. A brief description of each segment
follows:



                                       14
<PAGE>   15



         LIFE INSURANCE

         Open Block: The primary product offerings consist of whole life,
         universal life and term life insurance policies. These products are
         marketed on a national basis primarily through a Preferred Producer
         agency system and a Personal Producing General Agent ("PPGA")
         distribution system.

         Closed Block: The Closed Block was established for insurance policies
         which had a dividend scale in effect as of June 30, 1996. The Closed
         Block was designed to provide reasonable assurance to owners of
         insurance policies included therein that, after the Reorganization of
         AmerUs Life, assets would be available to maintain the dividend scales
         and interest credits in effect prior to the Reorganization if the
         experience underlying such scales and credits continues. The primary
         products included in the Closed Block are whole life, certain universal
         life policies and term life insurance policies.


         ANNUITIES

         The Annuity segment markets fixed annuities on a national basis
primarily through independent brokers and marketing companies.

         The Company uses the same accounting policies and procedures to measure
operating segment income and assets as it uses to measure its consolidated
operating income and assets with the exception of the elimination of certain
items which management believes are not necessarily indicative of overall
operating trends. These items are explained further in the Adjusted Operating
section of Management's Discussion and Analysis of Results of Operations and
Financial Condition. Operating segment income is generally income before
non-core realized gains and losses, interest expense and income tax. Premiums,
product charges, policyowner benefits, insurance expenses, amortization of
deferred policy acquisition costs and VOBA and dividends to policyowners are
attributed directly to each operating segment. Net investment income and core
realized gains and losses on investments are allocated based on directly-related
assets required for transacting the business of that segment. Other revenues and
benefits and expenses are deemed not to be associated with any specific segment.
The contribution to the operating income of the life insurance segment from the
Closed Block is reported as a single line item.

         There are no significant intersegment transactions.

         There have been no material changes in segment assets since December
31, 1998.

         Operating segment income is as follows:



                                      15
<PAGE>   16
 Operating Segment Income
 (in thousands)


<TABLE>
<CAPTION>
 Three Months Ended June 30, 1999

                                                        Life                                  Total
                                                        Insurance     Annuities    Other      Consolidated
                                                        --------------------------------------------------
<S>                                                     <C>          <C>          <C>          <C>
 Revenues:
    Insurance premiums                                  $  15,396    $   4,933    $      56    $  20,385
    Universal life and annuity product charges             11,786        7,114         --         18,900
    Net investment income                                  22,864      106,676          838      130,378
    Core realized gains on investments                       --          2,857         --          2,857
    Contribution from the Closed Block                      6,372         --           --          6,372
                                                        ------------------------------------------------

                                                           56,418      121,580          894      178,892
Benefits and expenses:
    Policyowner benefits                                   24,000       77,257           20      101,277
    Underwriting, acquisition, and insurance expenses      13,683        7,616        2,285       23,584
    Amortization of deferred policy acquisition costs
       and value of business acquired, net of
       adjustment of $1,170                                 5,711       12,705         --         18,416
    Dividends to policyowners                               1,047         --           --          1,047
                                                        ------------------------------------------------

                                                           44,441       97,578        2,305      144,324
                                                        ------------------------------------------------

Adjusted income from operations                         $  11,977    $  24,002       (1,411)      34,568
                                                        ======================

Non-core realized gains (losses) on investments                                      (1,442)      (1,442)
Amortization of deferred policy acquisition costs due
    to realized gains or losses                                                      (1,170)      (1,170)
Interest (expense)                                                                   (7,541)      (7,541)
Income tax (expense)                                                                 (8,324)      (8,324)
Equity in earnings of unconsolidated subsidiary                                         500          500
                                                                                               ---------

       Net income                                                                              $  16,591
                                                                                               =========
</TABLE>

                                       16
<PAGE>   17



 Operating Segment Income
 (in thousands)


<TABLE>
<CAPTION>
                                                        Life                                  Total
 Three Months Ended June 30, 1998                       Insurance    Annuities      Other     Consolidated
                                                        --------------------------------------------------
<S>                                                     <C>          <C>          <C>          <C>
 Revenues:
    Insurance premiums                                  $  12,103    $   9,242    $      87    $  21,432
    Universal life and annuity product charges             11,621        6,251         --         17,872
    Net investment income                                  17,427      108,802          593      126,822
    Core realized gains on investments                       --          2,694         --          2,694
    Contribution from the Closed Block                      7,861         --           --          7,861
                                                        ------------------------------------------------

                                                           49,012      126,989          680      176,681
Benefits and expenses:
    Policyowner benefits                                   21,834       89,221          875      111,930
    Underwriting, acquisition, and insurance expenses      10,543        7,228         (537)      17,234
    Amortization of deferred policy acquisition costs        --
       and value of business acquired, net of
       adjustment of $514                                   4,082       11,135         --         15,217
    Dividends to policyowners                                 395         --           --            395
                                                        ------------------------------------------------

                                                           36,854      107,584          338      144,776
                                                        ------------------------------------------------

Adjusted income from operations                         $  12,158    $  19,405          342       31,905
                                                        ======================

Non-core realized gains (losses) on investments                                       1,870        1,870
Amortization of deferred policy acquisition costs due
    to realized gains or losses                                                        (514)        (514)
Interest (expense)                                                                   (5,928)      (5,928)
Income tax expense                                                                   (7,142)      (7,142)
Equity in earnings of unconsolidated subsidiary                                         673          673
                                                                                               ---------

       Net income                                                                              $  20,864
                                                                                               =========
</TABLE>



                                       17
<PAGE>   18


 Operating Segment Income
 (in thousands)


<TABLE>
<CAPTION>
                                                        Life                                  Total
Six Months Ended June 30, 1999                          Insurance    Annuities      Other     Consolidated
                                                        --------------------------------------------------
<S>                                                     <C>          <C>          <C>          <C>
 Revenues:
    Insurance premiums                                  $  30,721    $  13,403    $      96   $  44,220
    Universal life and annuity product charges             23,607       12,479         --        36,086
    Net investment income                                  43,487      214,877        2,332     260,696
    Core realized gains on investments                       --          5,826         --         5,826
    Contribution from the Closed Block                     12,914         --           --        12,914
                                                        -----------------------------------------------

                                                          110,729      246,585        2,428     359,742
Benefits and expenses:
    Policyowner benefits                                   48,586      162,002          108     210,696
    Underwriting, acquisition, and insurance expenses      26,592       15,921        2,127      44,640
    Amortization of deferred policy acquisition costs
       and value of business acquired, net of
       adjustment of $1,682                                10,728       24,161         --        34,889
    Dividends to policyowners                               2,023         --           --         2,023
                                                        -----------------------------------------------

                                                           87,929      202,084        2,235     292,248
                                                        -----------------------------------------------

Adjusted income from operations                         $  22,800    $  44,501          193      67,494
                                                        ======================

Non-core realized gains (losses) on investments                                      (1,807)     (1,807)
Amortization of deferred policy acquisition costs due
    to realized gains or losses                                                      (1,682)     (1,682)
Interest (expense)                                                                  (14,770)    (14,770)
Income tax (expense)                                                                (16,695)    (16,695)
Equity in earnings of unconsolidated subsidiary                                       1,008       1,008
                                                                                              ---------
       Net income                                                                             $  33,548
                                                                                              =========
</TABLE>


                                       18
<PAGE>   19
Operating Segment Income
(in thousands)


<TABLE>
<CAPTION>
                                                        Life                                  Total
Six Months Ended June 30, 1998                          Insurance    Annuities      Other     Consolidated
                                                        --------------------------------------------------
<S>                                                     <C>          <C>          <C>          <C>
Revenues:
    Insurance premiums                                  $  22,244    $  16,319    $     163   $  38,726
    Universal life and annuity product charges             23,281       10,971         --        34,252
    Net investment income                                  37,221      221,076        1,698     259,995
    Core realized gains on investments                       --          5,517         --         5,517
    Contribution from the Closed Block                     16,836         --           --        16,836
                                                        -----------------------------------------------

                                                           99,582      253,883        1,861     355,326

Benefits and expenses:
    Policyowner benefits                                   42,814      175,540          932     219,286
    Underwriting, acquisition, and insurance expenses      20,617       17,317          515      38,449
    Amortization of deferred policy acquisition costs        --
       and value of business acquired, net of
       adjustment of $1,293                                 9,956       19,439         --        29,395
    Dividends to policyowners                                 710         --           --           710
                                                        -----------------------------------------------

                                                           74,097      212,296        1,447     287,840
                                                        -----------------------------------------------

Adjusted income from operations                         $  25,485    $  41,587          414      67,486
                                                        ======================

Non-core realized gains (losses) on investments                                       5,266       5,266
Amortization of deferred policy acquisition costs due
    to realized gains or losses                                                      (1,293)     (1,293)
Interest (expense)                                                                  (12,610)    (12,610)
Income tax (expense)                                                                (17,319)    (17,319)
Equity in earnings of unconsolidated subsidiary                                       1,091       1,091
                                                                                              ---------

       Net income                                                                             $  42,621
                                                                                              =========
</TABLE>



                                       19
<PAGE>   20


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION


         The following analysis of the consolidated results of operations and
financial condition of the Company should be read in conjunction with the
Consolidated Financial Statements and related notes.


OVERVIEW

         The Company is a holding company engaged through its subsidiaries in
the business of marketing, underwriting and distributing a broad range of
individual life insurance and annuity products to individuals and businesses in
49 states, the District of Columbia and the U.S. Virgin Islands. The Company has
two operating segments: Life Insurance and Annuities. The Life Insurance
segment's primary product offerings consist of whole life, universal life and
term life insurance policies. The primary product offerings of the Annuity
segment are fixed annuities.

         In accordance with Generally Accepted Accounting Principals (GAAP),
universal life insurance premiums and annuity deposits received are reflected as
increases in liabilities for policyowner account balances and not as revenues.
Revenues reported for universal life and annuity products consist of policy
charges for the cost of insurance, administration charges and surrender charges
assessed against policyowner account balances. Surrender benefits paid relating
to universal life insurance policies and annuity products are reflected as
decreases in liabilities for policyowner account balances and not as expenses.
Amounts for interest credited to universal life and annuity policyowner account
balances and benefit claims in excess of policyowner account balances are
reported as expenses in the financial statements. The Company receives
investment income earned from the funds deposited into account balances by
universal life and annuity policyowners, the majority of which is passed through
to such policyowners in the form of interest credited.

         Premium revenues reported for traditional life insurance products are
recognized as revenues when due. Future policy benefits and policy acquisition
costs are recognized as expenses over the life of the policy by means of a
provision for future policy benefits and amortization of deferred policy
acquisition costs.

         The costs related to acquiring new business, including certain costs of
issuing policies and certain other variable selling expenses (principally
commissions), defined as deferred policy acquisition costs, are capitalized and
amortized as an expense primarily in proportion to expected profits or margins
from such policies. This amortization is adjusted when current or estimated
future gross profits or margins on the underlying policies vary from previous
estimates. For example, the amortization of deferred policy acquisition costs is
accelerated when policy terminations are higher than originally estimated or
when investments supporting the policies are sold at a gain prior to their
anticipated maturity. Death and other policyowner benefits reflect exposure to
mortality risk and fluctuate from period to period based on the level of claims
incurred within insurance retention limits. The profitability of the Company is
primarily affected by expense levels, interest spread results (i.e., the excess
of investment earnings over the interest credited to policyowners) and
fluctuations in mortality, persistency and other policyowner benefits. The
Company has the ability to mitigate adverse experience through adjustments to
credited interest rates, policyowner dividends or cost of insurance charges.



                                       20
<PAGE>   21


ADJUSTED OPERATING INCOME

                  The following table reflects net income adjusted to eliminate
certain items (net of applicable income taxes) which management believes are not
necessarily indicative of overall operating trends. For example, net realized
capital gains or losses on investments, excluding gains or losses on convertible
debt which are considered core earnings, are eliminated. Different items are
likely to occur in each period presented and others may have different opinions
as to which items may warrant adjustment. The adjusted operating income shown
below does not constitute net income computed in accordance with GAAP.


<TABLE>
<CAPTION>
                                                   For the Three Months   For the Six Months
                                                     Ended June 30,          Ended June 30,
                                                    1999        1998        1999        1998
                                                  ---------------------   --------------------
                                                   (In thousands, except per share amounts)
<S>                                               <C>         <C>         <C>         <C>
Net Income                                        $ 16,591    $ 20,864    $ 33,548    $ 42,621
Net realized (gains) losses on investments (A)        (920)     (2,967)     (2,613)     (7,573)
Core realized gains (losses) (B)                     1,857       1,751       3,787       3,586
Amortization of deferred policy acquisition
      costs due to realized gains or losses (C)        761         334       1,093         840

                                                  --------------------    --------------------
Adjusted Operating Income                         $ 18,289    $ 19,982    $ 35,815    $ 39,474
                                                  ====================    ====================

Adjusted Operating Income per common share:
      Basic (D)                                   $   0.60    $   0.58    $   1.18    $   1.14
      Diluted (E)                                 $   0.60    $   0.57    $   1.17    $   1.13
</TABLE>


(A)      Represents realized gains or losses on investments adjusted for income
         taxes on such amounts. Realized gains or losses may vary widely between
         periods. Such amounts are determined by management's timing of
         individual transactions and do not necessarily correspond to the
         underlying operating trends.

(B)      Represents gains on the convertible preferred stock and bond portfolio,
         net of income taxes.

(C)      Represents amortization of deferred policy acquisition costs due to
         non-core realized gains or losses being included in product margins
         adjusted for income taxes on such amounts.

(D)      Basic adjusted operating income per common share for the three months
         and six months ended June 30, 1999 and 1998 is calculated using 30.43
         million and 34.73 million shares, respectively.

(E)      Diluted adjusting operating income per common share for the three
         months ended June 30, 1999 and 1998 is calculated using 30.52 million
         and 35.02 million shares, respectively. Diluted adjusted operating
         income per common share for the six months ended June 30, 1999 and 1998
         is calculated using 30.50 million and 35.09 million shares,
         respectively.



                                       21
<PAGE>   22


THE CLOSED BLOCK

         The Closed Block was established on June 30, 1996. Insurance policies
which had a dividend scale in effect as of June 30, 1996, were included in the
Closed Block. The Closed Block was designed to provide reasonable assurance to
owners of insurance policies included therein that, after the reorganization of
AmerUs Life, assets would be available to maintain the dividend scales and
interest credits in effect prior to the reorganization if the experience
underlying such scales and credits continues.

         The contribution to the operating income of the Company from the Closed
Block is reported as a single line item in the income statement. Accordingly,
premiums, product charges, investment income, realized gains (losses) on
investments, policyowner benefits and dividends attributable to the Closed
Block, less certain minor expenses including amortization of deferred policy
acquisition costs, are shown as a net number under the caption "Contribution
from the Closed Block". This results in material reductions in the respective
line items in the income statement while having no effect on net income. The
expenses associated with the administration of the policies included in the
Closed Block and the renewal commissions on these policies are not charged
against the Contribution from the Closed Block, but rather are grouped with
underwriting, acquisition and insurance expenses. Also, all assets allocated to
the Closed Block are grouped together and shown as a separate item titled
"Closed Block Assets". Likewise, all liabilities attributable to the Closed
Block are combined and disclosed as the "Closed Block Liabilities".

OPERATING SEGMENTS

                  The Company has two operating segments: Life Insurance and
Annuities. Products generally distinguish a segment. The Company uses the same
accounting policies and procedures to measure operating segment income as it
uses to measure its consolidated operating income with the exception of the
elimination of certain items which management believes are not necessarily
indicative of overall operating trends. These items are explained further in the
Adjusted Operating Income section of Management's Discussion and Analysis of
Results of Operations and Financial Condition. Revenues and benefits and
expenses are primarily attributed directly to each operating segment. Net
investment income and core realized gains (losses) on investments are allocated
based on the directly-related asset portfolios. Other revenues and expenses are
deemed not to be associated with any specific segment and primarily consist of
discontinued product lines such as group and health, non-core realized gains
(losses), and holding company revenues and expenses.



                                       22
<PAGE>   23


SALES

         LIFE INSURANCE

         The following table sets forth information regarding the Company's life
insurance sales activity by product:


<TABLE>
<CAPTION>
                                Sales Activity by Product
                                For the Three Months Ended        For the Six Months
                                      Ended June 30,                Ended June 30,
                                  1999            1998              1999      1998
                                ---------------------------       -------------------
<S>                             <C>          <C>                  <C>       <C>
($ in thousands)

Traditional life insurance:
     Participating whole life   $ 4,739         $ 4,904            $ 9,644   $ 8,474
     Term Life                    1,036           1,638              2,448     3,094
Universal Life                    3,795           2,149              7,005     4,325
                                -----------------------            -----------------

     Total (A)                  $ 9,570         $ 8,691            $19,097   $15,893
                                =======================            =================
</TABLE>


(A) Direct first year annualized premiums.



         Life insurance sales as measured by annualized premiums increased 10.1%
to $9.6 million for the second quarter of 1999 compared to $8.7 million for the
second quarter of 1999 and 20.2% to $19.1 million for the first half of 1999
compared to $15.9 million for the same period in 1998. Sales of participating
whole life insurance continued at a strong pace that commenced during the second
half of 1998. Sales of universal life insurance for the first six months of 1999
increased by $2.7 million from the same period in 1998. Increased sales of
universal life were primarily attributable to a new universal life product
introduced in the fourth quarter of 1998.



                                       23
<PAGE>   24



         The following table sets forth the Company's life insurance collected
premiums, including collected premiums associated with the Closed Block, for the
periods indicated:


<TABLE>
<CAPTION>
                                                            Collected Premiums by Product
                                              For the Three Months                For the Six Months
                                                 Ended June 30,                     Ended June 30,
                                              1999         1998                    1999         1998
                                         -----------------------------           --------------------
<S>                                       <C>          <C>                      <C>          <C>
($ in thousands)

Individual life premiums collected:
     Traditional life:
        First year and single               $  20,539    $  19,791                $  42,760    $  39,302
        Renewal                                43,914       41,961                   90,538       86,973
                                            ----------------------                ----------------------

        Total                                  64,453       61,752                  133,298      126,275

     Universal life:
        First year and single                   5,828        4,655                   10,926        8,733
        Renewal                                18,209       18,329                   36,980       37,408
                                            ----------------------                ----------------------

        Total                                  24,037       22,984                   47,906       46,141

Total individual life                          88,490       84,736                  181,204      172,416

     Reinsurance assumed                          472          311                      821          408
     Reinsurance ceded                         (3,223)      (2,587)                  (7,525)      (5,423)
                                            ----------------------                ----------------------

Total individual life, net of reinsurance   $  85,739    $  82,460                $ 174,500    $ 167,401
                                            ======================                ======================

</TABLE>


         Traditional life insurance premiums collected were $64.5 million for
the second quarter of 1999 compared to $61.8 million for the same period in 1998
and $133.3 million for the first half of 1999 compared to $126.3 million for the
first half of 1998. The increase in collected premiums was primarily the result
of increased whole life sales. Renewal direct collected premium was $3.6 million
higher in the first half of 1999 as compared to the same period in 1998
primarily due to continued favorable persistency and the compound effect of
higher sales in earlier periods.

         Universal life insurance premiums collected were $24.0 million for the
second quarter of 1999 compared to $23.0 million for the second quarter of 1998.
Year-to-date universal life insurance premiums were $47.9 million in the first
half of 1999 compared to $46.1 million for the same period in 1998. The increase
in 1999 was primarily due to the new product introduced in the fourth quarter of
1998.

                                       24
<PAGE>   25


         The following table sets forth information regarding the Company's life
insurance in force for each date presented:


<TABLE>
<CAPTION>
                                         Life Insurance in Force
                                               As of June 30,
                                           1999             1998
                                        ------------------------------
<S>                                     <C>                <C>
($ in thousands)

Individual life insurance:

Traditional life
     Number of policies                     251,820            255,767
     GAAP life reserves                 $ 1,600,408        $ 1,509,998
     Face amounts                       $20,196,000        $18,764,000

Universal life
     Number of policies                     113,695            116,409
     GAAP life reserves                 $   908,059        $   881,951
     Face amounts                       $12,161,000        $12,116,000

Total life insurance
     Number of policies                     365,515            372,176
     GAAP life reserves                 $ 2,508,467        $ 2,391,949
     Face amounts                       $32,357,000        $30,880,000
</TABLE>


         While the total policy count continues to decline consistent with
industry trends, the average size of policy continues to increase from $83,000
in 1998 to $88,400 in 1999. As a result, total insurance in force has grown to
$32.3 billion as of June 30, 1999.




                                       25
<PAGE>   26


         ANNUITIES

         The following table sets forth annuity collected premiums for the
periods indicated:


<TABLE>
<CAPTION>
                                              Collected Premiums by Product
                                       For the Three Months      For the Six Months
                                          Ended June 30,             Ended June 30,
                                         1999         1998         1999         1998
                                      ----------------------    ----------------------
<S>                                   <C>          <C>          <C>          <C>
($ in thousands)

Fixed annuities                       $ 181,384    $ 205,959    $ 415,060    $ 373,920
Equity-index fixed annuities              4,576        9,076        9,215       15,811
                                      ----------------------    ----------------------

     Total                              185,960      215,035      424,275      389,731

Reinsurance ceded                          (122)         (91)        (187)      (1,058)
                                      ----------------------    ----------------------

Total annuities, net of reinsurance   $ 185,838    $ 214,944    $ 424,088    $ 388,673
                                      ======================    ======================
</TABLE>




         The Company markets its annuity products on a national basis through
networks of independent agents who are supervised by regional vice presidents
and directors or Independent Marketing Organizations (IMO's). The Company's
IMO's consist of approximately 60 contracted organizations, two wholly-owned
organizations, and one partially-owned organization. Annuity collected premiums
were $185.8 million for the second quarter of 1999 compared to $214.9 million
for the same period in 1998. Although the pace of annuity sales declined in the
second quarter due to consumer reaction to the interest rate environment,
year-to-date annuity collected premiums increased 9.1% to $424.1 million for the
first half of 1999 compared to $388.7 million for the first half of 1998. The
Company's acquisition of an IMO in the second half of 1998 and the Company's
investment in an IMO in the first quarter of 1999 contributed to the increase in
collected premiums.


                                       26
<PAGE>   27


         The following table sets forth information regarding annuities in force
for each date presented:


<TABLE>
<CAPTION>
                                  Annuities in Force
                                     As of June 30,
                                   1999         1998
                               --------------------------
<S>                            <C>          <C>
($ in thousands)

Deferred fixed annuities
     Number of policies           174,134      183,763
     GAAP life reserves        $5,960,581   $5,950,672

Equity-index fixed annuities
     Number of policies             6,484        5,516
     GAAP life reserves        $  271,700   $  209,223

Total annuities
     Number of policies           180,618      189,279
     GAAP life reserves        $6,232,281   $6,159,895
</TABLE>


         The total number of annuity policies declined between periods while the
GAAP reserves on annuity policies increased. These changes between periods were
primarily attributable to an increase in the average size of policies sold
combined with surrenders of smaller average size policies.



                                       27
<PAGE>   28


RESULTS OF OPERATIONS

         A summary of the Company's revenue follows:


<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,    Six Months Ended June 30,
                                                    ---------------------------    -------------------------
                                                       1999          1998              1999         1998
<S>                                                  <C>          <C>                <C>          <C>
($ in thousands)

Insurance premiums
       Life insurance - traditional                  $  15,396    $  12,103          $  30,721    $  22,244
       Annuities - Immediate annuity &
            supplementary contract premiums              4,933        9,242             13,403       16,319
       Other                                                56           87                 96          163
                                                     ----------------------          ----------------------

       Total insurance premiums                         20,385       21,432             44,220       38,726

Product charges
       Life insurance - universal life                  11,786       11,621             23,607       23,281
       Annuities                                         7,114        6,251             12,479       10,971
                                                     ----------------------          ----------------------

        Total product charges                           18,900       17,872             36,086       34,252

Net investment income
       Life insurance                                   22,864       17,427             43,487       37,221
       Annuities                                       106,676      108,802            214,877      221,076
       Other                                               838          593              2,332        1,698
                                                     ----------------------          ----------------------

       Total net investment income                     130,378      126,822            260,696      259,995

Realized gains (losses) on investments
       Life insurance - Core                              --           --                 --           --
       Annuities - Core                                  2,857        2,694              5,826        5,517
       Other - All Non-Core                             (1,442)       1,870             (1,807)       5,266
                                                     ----------------------          ----------------------

       Total realized gains (losses) on investments      1,415        4,564              4,019       10,783

Contribution from the Closed Block                       6,372        7,861             12,914       16,836

                                                     ----------------------          ----------------------
       Total revenues                                $ 177,450    $ 178,551          $ 357,935    $ 360,592
                                                     ======================          ======================
</TABLE>


                                       28
<PAGE>   29



         Traditional life insurance premiums were $15.4 million for the second
quarter of 1999 compared to $12.1 million for the same period in 1998.
Year-to-date traditional life insurance premiums increased by $8.5 million to
$30.7 million for 1999 compared to $22.2 million for the same period in 1998.
The increase in traditional life insurance premiums was primarily the result of
continued favorable persistency and increased sales of whole life insurance
products.

         Immediate annuity and supplementary contract premiums decreased by $4.3
million to $4.9 million for the second quarter of 1999 compared to $9.2 million
for the second quarter of 1998. Year-to-date, immediate annuity and
supplementary contract premiums were $13.4 million for 1999 compared to $16.3
million for the same period in 1998. The decrease in contract premiums in 1999
was primarily due to decreased immediate annuity sales.

         Universal life product charges were $0.2 million higher in the second
quarter of 1999 compared to the same period in 1998 and $0.3 million higher for
the first six months of 1999 compared to the first six months of 1998. The
increase in product charges in 1999 was primarily due to increased cost of
insurance charges as a result of the normal aging of the block of business,
partially offset by higher reinsurance costs.

         Annuity product charges were $7.1 million for the second quarter of
1999 compared to $6.3 million for the same period in 1998. Year-to-date, annuity
product charges increased by $1.5 million to $12.5 million for 1999 compared to
$11.0 million for the same period in 1998. The increase in product charges was
primarily due to increased surrender charges resulting from an increase in
lapses.

         Total net investment income was $130.4 million for the second quarter
of 1999 compared to $126.8 million for the second quarter of 1998 and $260.7
million for the first six months of 1999 compared to $260.0 million for the same
period in 1998. The increase in 1999 net investment income was primarily
attributable to higher average invested assets (excluding market value
adjustments). Average invested assets (excluding market value adjustments) were
approximately $56.7 million higher in the first half of 1999 as compared to
1998. Partially offsetting the higher average invested assets was a lower
effective yield. The effective yield of the entire portfolio in the first half
of 1999 was 7.18% compared to 7.21% in 1998. The effective yield of the annuity
portion of the portfolio decreased 24 basis points to 6.70% for the first half
of 1999 as compared to 6.94% in 1998. The decrease in effective yields primarily
resulted from lower reinvestment rates throughout 1998 and in the first half of
1999 as compared to the portfolio rate at the beginning of the prior year
period.

         Realized gains on investments were $1.4 million for the second quarter
of 1999 and $4.0 million for the first half of 1999 compared to $4.6 million and
$10.8 million, respectively, for the same periods in 1998. The level of realized
gains and losses will fluctuate from period to period depending on the
prevailing interest rate and economic environment and the timing of the sale of
investments.



                                       29
<PAGE>   30



         The Contribution from the Closed Block was $6.3 million for the second
quarter of 1999 compared to $7.9 million for the same period in 1998.
Year-to-date, the Contribution from the Closed Block was $12.9 million compared
to $16.8 million for 1998. The following table sets forth the operating results
of the Closed Block for the periods indicated:


<TABLE>
<CAPTION>
                                                         Three Months Ended June 30,       Six Months Ended June 30,
                                                            1999            1998              1999            1998
                                                         ---------------------------      ---------------------------
<S>                                                      <C>        <C>                      <C>        <C>
($ in thousands)

Revenues
     Insurance premiums                                  $ 49,638       $ 49,516             $ 98,598     $ 99,932
     Universal life and annuity product charges             3,166          3,745                6,570        7,266
     Net investment income                                 26,355         28,156               56,006       57,339
     Realized gains (losses) on investments                   210          7,308                  662        8,177
                                                         -----------------------             ---------------------

        Total revenues                                     79,369         88,725              161,836      172,714

Benefits and expenses
     Policyowner benefits                                  47,651         50,341               98,972       99,372
     Underwriting, acquisition and insurance expenses       1,010          1,525                2,821        2,886
     Amortization of deferred policy acquisition costs      5,037          4,784               12,590       12,818
     Dividends to policyowners                             19,299         24,214               34,539       40,802
                                                         -----------------------             ---------------------

        Total benefits and expenses                        72,997         80,864              148,922      155,878

                                                         -----------------------             ---------------------
Contribution from the Closed Block                       $  6,372       $  7,861             $ 12,914     $ 16,836
                                                         =======================             =====================
</TABLE>



         Closed Block insurance premiums remained constant for the second
quarter of 1999 compared to the same period in 1998. Year-to-date, Closed Block
insurance premiums decreased by $1.3 million to $98.6 million compared to $99.9
million for the same period in 1998. The decrease in insurance premiums is
consistent with the reduction of the Closed Block's life insurance in force that
is expected to continue over the life of the Block. Similarly, the decrease in
product charges on universal life policies included in the Closed Block is
primarily the result of the reduction of such business in force.

         Net investment income for the Closed Block was $26.4 million for the
second quarter of 1999 and $56.0 million for the first half of 1999 compared to
$28.2 million and $57.3 million, respectively, for the same periods in 1998. The
decrease was primarily attributable to lower effective yields, partially offset
by higher average invested assets (excluding market value adjustments).

         Realized gains on investments of the Closed Block were $7.1 million
lower in the second quarter of 1999 compared to the second quarter of 1998 and
$7.5 million lower for the first half of 1999 compared to the same period in
1998. The level of realized gains is subject to fluctuation from period to
period depending on the prevailing interest rate and economic environment and
the timing of the sale of investments.

         Closed Block policyowner benefits were $2.7 million lower in the second
quarter of 1999 and $0.4 million lower for the first half of 1999 compared to
the same periods in 1998. The decrease was primarily due to decreased death
benefits.



                                       30
<PAGE>   31


         The amortization of deferred policy acquisition costs for the Closed
Block increased by $0.3 million to $5.0 million for the second quarter of 1999
compared to $4.8 million for the second quarter of 1998. Year-to-date, the
amortization of deferred policy acquisition costs for the Closed Block decreased
$0.2 million. Deferred policy acquisition costs are generally amortized in
proportion to gross margins. The increase in the quarter to quarter comparisons
primarily resulted from the restatement of the estimated future margins on the
Closed Block in the second quarter of 1998 which reduced 1998 amortization. The
decrease in the amortization of deferred policy acquisition costs year-to-date
corresponds to lower gross margins which resulted from lower realized gains in
the first half of 1999 as compared to the same period in 1998.

         Closed Block dividends to policyowners decreased by $4.9 million to
$19.3 million for the second quarter of 1999 compared to $24.2 million for the
same period in 1998 and decreased $6.3 million to $34.5 million for the first
half of 1999 compared to $40.8 million for 1998. The decrease in 1999 was
primarily due to the decrease in deferred dividends resulting from lower
realized gains in 1999 as compared to the same periods in 1998.



                                       31
<PAGE>   32



         A summary of the Company's policyowner benefits follows:


<TABLE>
<CAPTION>
                                                               Three Months Ended June 30,             Six Months Ended June 30,
                                                                  1999              1998                  1999             1998
                                                               ---------------------------             -------------------------
<S>                                                            <C>                <C>                  <C>             <C>
Life Insurance:
     Traditional:
        Death benefits                                           $ 1,723            $ 643                $ 2,416        $ 1,040
        Change in liability for future policy
            benefits and other policy benefits                     9,875            7,773                 20,167         14,288
                                                               --------------------------              -------------------------

            Total traditional                                     11,598            8,416                 22,583         15,328

     Universal:
        Death benefits in excess of cash value                     4,182            3,055                 10,471          7,715
        Interest credited on policyowner
            account balances                                       7,686            9,632                 15,217         17,572
        Other                                                        534              731                    315          2,199
                                                               --------------------------              -------------------------

            Total universal                                       12,402           13,418                 26,003         27,486
                                                               --------------------------              -------------------------

            Total life insurance benefits                         24,000           21,834                 48,586         42,814

Annuities
     Interest credited to deferred annuity
        account balances                                          68,280           71,572                138,020        147,314
     Other annuity benefits                                        8,977           17,649                 23,982         28,226
                                                               --------------------------              -------------------------

            Total annuity benefits                                77,257           89,221                162,002        175,540

Other benefits                                                        20              875                    108            932

                                                               --------------------------              -------------------------
Total policyowner benefits                                     $ 101,277        $ 111,930              $ 210,696       $219,286
                                                               ==========================              ========================
</TABLE>


         Total life insurance benefits were $24.0 million for the second quarter
of 1999 compared to $21.8 million for the second quarter of 1998. Year-to-date,
total life insurance benefits increased $5.8 million to $48.6 million in 1999
compared to $42.8 million in 1998. The increase in life insurance benefits was
as expected as the traditional block of business continues to grow and as the
universal block of business ages. Partially offsetting the increases in death
benefits and higher policy reserves was a reduction in interest credited.
Interest credited on universal policyowner account balances decreased $1.9
million for the second quarter of 1999 and $2.4 million for the first half of
1999 compared to the same periods in 1998 primarily due to lower crediting
rates. The weighted average interest crediting rate on policyowner account
balances for 1999 was 5.75% compared to 6.18% for 1998.




                                       32
<PAGE>   33


         Annuity benefits were $77.3 million for the second quarter of 1999
compared to $89.2 million for the same period in 1998. Year-to-date, annuity
benefits were $162.0 million in 1999 compared to $175.5 million in 1998. The
decrease is partially attributable to a lower weighted average crediting rate on
annuity account balances in 1999 compared to 1998, somewhat offset by higher
average liabilities. The weighted average crediting rate on deferred annuity
account balances was decreased 28 basis points to 5.00% for the first half of
1999 compared to 5.28% for the same period in 1998. Crediting rates were
decreased in response to the decrease in effective yields on the annuity
investment portfolio resulting in GAAP spreads widening 11 basis points for the
second quarter of 1999 as compared to the same period in 1998. Year-to-date,
GAAP spreads widened 4 basis points in 1999 as compared to 1998. Other annuity
benefits decreased for the second quarter and year-to-date periods in 1999 as
compared to the same periods in 1998 which corresponds to the change in
immediate annuity reserves and benefit payments on immediate annuities.



                                       33
<PAGE>   34



         A summary of the Company's expenses follows:

<TABLE>
<CAPTION>
                                                        Three Months Ended June 30,  Six Months Ended June 30,
                                                            1999        1998             1999       1998
                                                        --------------------------   -------------------------
<S>                                                       <C>        <C>               <C>        <C>
($ in thousands)

Life Insurance
      Underwriting, acquisition and
          insurance expenses                              $ 13,683   $ 10,543          $ 26,592   $ 20,617
      Amortization of deferred policy acquisition costs
          and value of business acquired (VOBA), net
          of adjustment of $389 and $1,197 for the
          three months ended June 30, 1999 and
          1998, respectively, and $704 and $1,471
          for the six months ended June 30, 1999
          and 1998, respectively                             5,711      4,082            10,728      9,956
                                                          -------------------          -------------------

          Total life insurance                              19,394     14,625            37,320     30,573

Annuities
      Underwriting, acquisition and
          insurance expenses                                 7,616      7,228            15,921     17,317
      Amortization of deferred policy acquisition
          and value of business acquired (VOBA), net
          of adjustment of $781 and ($683) for the
          three months ended June 30, 1999 and
          1998, respectively, and $978 and ($178)
          for the six months ended June 30, 1999
          and 1998, respectively                            12,705     11,135            24,161     19,439
                                                          -------------------          -------------------

          Total annuities                                   20,321     18,363            40,082     36,756

 Amortization of deferred policy acquisition costs due
       to realized gains or losses                           1,170        514             1,682      1,293

Other                                                        2,285       (537)            2,127        515
                                                          -------------------          -------------------

Total expenses                                            $ 43,170   $ 32,965          $ 81,211   $ 69,137
                                                          ===================          ===================

</TABLE>


         Total life insurance expenses were $19.4 million for the second quarter
of 1999 compared to $14.6 million for the second quarter of 1998 and $37.3
million for the first half of 1999 compared to $30.6 million for the same period
in 1998. Underwriting, acquisition and insurance expenses were higher in 1999
compared to the same periods in 1998 primarily due to costs related to the Year
2000 Compliance Project and costs associated with the Company's enhancement of
its distribution systems. Amortization of deferred policy acquisition costs and
value of business acquired (VOBA) increased $1.6 million for the second quarter
of 1999 compared to the same period in 1998 and increased $0.7 million for the
first half of 1999 compared to the first half of 1998. Deferred policy
acquisition costs are generally amortized in proportion to gross margins. Higher
interest margins on those policies for which deferred costs are amortized
contributed to higher gross margins in 1999 as compared to 1998, resulting in
the increased amortization.



                                       34
<PAGE>   35



         Total annuity expenses increased by $1.9 million to $20.3 million for
the second quarter of 1999 compared to $18.4 million for the second quarter of
1998. Year-to-date, total annuity expenses were $40.1 million compared to $36.8
million for the same period in 1998. Underwriting, acquisition and insurance
expenses decreased approximately $1.4 million in the first half of 1999 compared
to the same period in 1998 primarily due to cost savings realized from the
consolidation of acquired subsidiary operations. Amortization of deferred policy
acquisition costs and VOBA increased $1.6 million in the second quarter of 1999
and $4.7 million in the first half of 1999 as compared to the same periods in
1998. Gross margins increased due to higher interest margins and the reduced
expenses, resulting in the increased amortization.

         Other expenses increased by $2.8 million for the second quarter of 1999
and $1.6 million for the first half of 1999 compared to the same periods in
1998. Expenses in 1998 were reduced by one-time benefits and 1999 expenses
included the amortization of the debt issuance costs on the capital securities
and senior notes issued in mid-1998. These two factors primarily contributed to
the increased other expenses in 1999.

         A summary of the Company's income from operations by operating segment
follows:


<TABLE>
<CAPTION>
                                               Three Months Ended June 30,     Six Months Ended June 30,
                                               ---------------------------     -------------------------
                                                   1999          1998                 1999         1998
                                               ---------------------------     -------------------------
<S>                                             <C>          <C>                  <C>          <C>
Life Insurance:
      Open Block:
           Revenues                             $  50,046    $  41,151            $  97,815    $  82,746
           Benefits and Expenses                  (43,394)     (36,459)             (85,906)     (73,387)
           Dividends to policyowners               (1,047)        (395)              (2,023)        (710)
      Closed Block contribution                     6,372        7,861               12,914       16,836
                                                ----------------------            ----------------------

      Adjusted pre-tax income from operations      11,977       12,158               22,800       25,485

Annuities:
      Revenues                                    121,580      126,989              246,585      253,883
      Benefits and Expenses                       (97,578)    (107,584)            (202,084)    (212,296)
                                                ----------------------            ----------------------

      Adjusted pre-tax income from operations      24,002       19,405               44,501       41,587

Other                                              (1,411)         342                  193          414
                                                ----------------------            ----------------------

Total adjusted pre-tax income from operations   $  34,568    $  31,905            $  67,494    $  67,486
                                                ======================            ======================
</TABLE>



         Adjusted income from Life Insurance operations was $12.0 million for
the second quarter of 1999 compared to $12.2 million for the second quarter of
1998. Year-to-date, adjusted income from Life Insurance operations was $22.8
million in 1999 compared to $25.5 million in 1998. The decrease in adjusted
income in 1999 compared to 1998 was primarily due to increased costs related to
the Year 2000 Compliance Project and a decreased contribution from the Closed
Block.

         Adjusted income from Annuity operations increased $4.6 million to $24.0
million for the second quarter of 1999 compared to $19.4 million for the same
period in 1998 and $2.9 million to $44.5 million for the first half of 1999
compared to $41.6 million in 1998. The increase in 1999 was primarily due to
increased interest spreads.



                                       35
<PAGE>   36



         Interest expense increased by $1.6 million in the second quarter of
1999 to $7.5 million compared to $5.9 million in the second quarter of 1998.
Year-to-date, interest expense increased $2.2 million in 1999 compared to 1998.
The increased interest expense in 1999 was primarily due to higher interest
rates on the senior notes and adjustable conversion-rate equity security units
outstanding during 1999 as compared to the revolving credit agreement borrowings
outstanding during 1998.

         Income tax expense was $8.3 million for the second quarter of 1999
compared to $7.1 million for the second quarter of 1998 and $16.7 million for
the first half of 1999 compared to $17.3 million for the same period in 1998.
The effective tax rate in 1999 was 33.2% compared to 28.9% in 1998. The increase
in the effective tax rate in 1999 was primarily due to a decrease in tax credits
generated by affordable housing and historic rehabilitation investments.

         The equity in earnings of unconsolidated subsidiary represents 34% of
the net income of AMAL Corporation, net of goodwill amortization. AMAL
Corporation is the parent company of Ameritas Variable Life Insurance Company,
the joint venture partner that markets variable life, and variable and fixed
annuity products.

         Net income was $16.6 million for the second quarter of 1999 compared to
$20.9 million for the same period in 1998. Year-to-date, net income was $33.5
million in 1999 compared to $42.6 million in 1998. Pre-tax adjusted operating
income increased $2.7 million between second quarter periods and was level
between year-to-date periods, with decreases in the Life Insurance operations
being offset by increases in the Annuity operations. However, increased interest
expense, higher effective income tax rates, decreased realized gains, and the
reduction in net investment income resulting from the common stock buyback
program primarily contributed to the decrease in net income between the second
quarter periods and year-to-date periods.





                                       36
<PAGE>   37



LIQUIDITY AND CAPITAL RESOURCES

     THE COMPANY

         The Company's cash flows from operations consist of dividends from
subsidiaries, if declared and paid, interest income on loans and advances to its
subsidiaries (including a surplus note issued to the Company by AmerUs Life),
investment income on assets held by the Company and fees which the Company
charges its subsidiaries and certain other of its affiliates for management
services, offset by the expenses incurred for debt service, salaries and other
expenses.

         The Company intends to rely primarily on dividends and interest income
from its life insurance subsidiaries in order to make dividend payments to its
shareholders. The payment of dividends by its life insurance subsidiaries is
regulated under various state laws. Under Iowa law, AmerUs Life and Delta Life
may pay dividends only from the earned surplus arising from their respective
businesses and must receive the prior approval of the Iowa Insurance
Commissioner to pay any dividend that would exceed certain statutory
limitations. The current statute limits any dividend, together with dividends
paid out within the preceding 12 months, to the greater of (i) 10% of the
respective company's policyowners' surplus as of the preceding year end or (ii)
the net gain from operations for the previous calendar year. Iowa law gives the
Iowa Commissioner broad discretion to disapprove requests for dividends in
excess of these limits. The payment of dividends by AmVestors' subsidiaries,
American Investors Life Insurance Company, Inc. (American), and Financial
Benefit Life Insurance Company (FBL) is regulated under Kansas law, which has
statutory limitations similar to those in place in Iowa. Based on these
limitations and 1998 results, the Company's subsidiaries could pay an estimated
$60.7 million in dividends in 1999 without obtaining regulatory approval. Of
this amount, the Company's subsidiaries paid the Company $28 million in
dividends during the first six months of 1999.

         The Company and its subsidiaries generated cash flows from operating
activities of $437.9 million and $267.8 million for the six months ended June
30, 1999 and 1998, respectively. Excess operating cash flows were primarily used
to increase the Company's investment portfolio and fund policyowner account
withdrawals.

         The Company has a $150 million revolving credit facility with a
syndicate of lenders (the "Bank Credit Facility"). As of June 30, 1999, there
was a $5 million outstanding loan balance under the facility. The Bank Credit
Facility provides for typical events of default and covenants with respect to
the conduct of the business of the Company and its subsidiaries and requires the
maintenance of various financial levels and ratios. Among other covenants, the
Company (a) cannot have a leverage ratio greater than 0.35:1.0 or an interest
coverage ratio less than 2.5:1.0, (b) is prohibited from paying cash dividends
on its common stock in excess of an amount equal to 3% of its consolidated net
worth as of the last day of the preceding fiscal year, and (c) must cause
certain of its subsidiaries, including AmerUs Life and Delta Life, to maintain
certain ratings from A.M. Best and certain levels of risk-based capital.

         The Company may from time to time review potential acquisition
opportunities. The Company anticipates that funding for any such acquisition may
be provided from available cash resources, from debt or equity financing or
stock-for-stock acquisitions. In the future, the Company anticipates that its
liquidity and capital needs will be met through interest and dividends from its
life insurance subsidiaries, accessing the public equity and debt markets
depending upon market conditions, or alternatively from bank financing.




                                       37
<PAGE>   38


         On February 15, 1999, the Company's controlling shareholder, American
Mutual Holding Company (American Mutual), a mutual insurance holding company,
announced that its board of directors had authorized management to review the
potential benefits of a demutualization of American Mutual. American Mutual is
owned by its members who are also policyowners of AmerUs Life. American Mutual
expects to complete the study and make a final decision in the third quarter
1999.


     LIFE INSURANCE SUBSIDIARIES

         The cash flows of the Company's life insurance subsidiaries consist
primarily of premium income, deposits to policyowner account balances, income
from investments, sales, maturities and calls of investments and repayments of
investment principal. Cash outflows are primarily related to withdrawals of
policyowner account balances, investment purchases, payment of policy
acquisition costs, payment of policyowner benefits, payment of debt, income
taxes and current operating expenses. Life insurance companies generally produce
a positive cash flow from operations, as measured by the amount by which cash
flows are adequate to meet benefit obligations to policyowners and normal
operating expenses as they are incurred. The remaining cash flow is generally
used to increase the asset base to provide funds to meet the need for future
policy benefit payments and for writing new business.

         Management anticipates that funds to meet its short-term and long-term
capital expenditures, cash dividends to shareholders and operating cash needs
will come from existing capital and internally generated funds. Management
believes that the current level of cash and available-for-sale and short-term
securities, combined with expected net cash inflows from operations, maturities
of fixed maturity investments, principal payments on mortgage-backed securities
and its insurance products, will be adequate to meet the anticipated short-term
cash obligations of the Company's life insurance subsidiaries.

         Matching the investment portfolio maturities to the cash flow demands
of the type of insurance being provided is an important consideration for each
type of life insurance product and annuity. The Company continuously monitors
benefits and surrenders to provide projections of future cash requirements. As
part of this monitoring process, the Company performs cash flow testing of its
assets and liabilities under various scenarios to evaluate the adequacy of
reserves. In developing its investment strategy, the Company establishes a level
of cash and securities which, combined with expected net cash inflows from
operations, maturities of fixed maturity investments and principal payments on
mortgage-backed securities, are believed adequate to meet anticipated short-term
and long-term benefit and expense payment obligations. There can be no assurance
that future experience regarding benefits and surrenders will be similar to
historic experience since withdrawal and surrender levels are influenced by such
factors as the interest rate environment and the claims-paying and financial
strength ratings of the Company's life insurance subsidiaries.

         The Company takes into account asset/liability management
considerations in the product development and design process. Contract terms for
the Company's interest-sensitive products include surrender and withdrawal
provisions which mitigate the risk of losses due to early withdrawals. These
provisions generally do one or more of the following: limit the amount of
penalty-free withdrawals, limit the circumstances under which withdrawals are
permitted, or assess a surrender charge or market value adjustment relating to
the underlying assets. The following table summarizes liabilities for interest-



                                       38
<PAGE>   39


sensitive life products and annuities by their contractual withdrawal provisions
at June 30, 1999 (including liabilities in both the Closed Block and the general
account):


(dollars in millions)

<TABLE>
<S>                                                             <C>
Not subject to discretionary withdrawal                         $   368.8
Subject to discretionary withdrawal with adjustments
                  Specified surrender charges (A)                 4,145.8
                  Market value adjustments                        1,582.2
                                                                ---------

                  Subtotal                                        5,728.0

Subject to discretionary withdrawal without adjustments           1,276.0
                                                                ---------

                  Total                                         $ 7,372.8
                                                                =========
</TABLE>


(A)      Includes $1,171.9 million of liabilities with a contractual surrender
         charge of less than five percent of the account balance.

         Through its membership in the Federal Home Loan Bank (FHLB) of Des
Moines, AmerUs Life is eligible to borrow on a line of credit available to
provide it additional liquidity. Interest is payable at a current rate at the
time of any advance. As of June 30, 1999, AmerUs Life had a $25.0 million open
secured line of credit against which there were no borrowings. In addition to
the line of credit, AmerUs Life has long-term advances from the FHLB outstanding
of $16.3 million at June 30, 1999.

         The Company's life insurance subsidiaries may also obtain liquidity
through sales of investments. The Company's investment portfolio as of June 30,
1999 had a carrying value of $9 billion, including Closed Block investments.

         At June 30, 1999, the statutory surplus of the Company's subsidiaries
was approximately $430.7 million. The Company believes that this level of
statutory capital is more than adequate as each life insurance subsidiary's
risk-based capital is significantly in excess of required levels.

         In the future, in addition to their cash flows from operations and
borrowing capacity, the life insurance subsidiaries would anticipate obtaining
their required capital from the Company as the Company will have access to the
public debt and equity markets.


YEAR 2000 COMPLIANCE

         As the year 2000 approaches, an important business issue has emerged
regarding how existing application software programs and operating systems can
accommodate the date value "2000". Many existing application software products
were designed to accommodate only a two-digit date position which represents the
year (e.g., the number "95" is stored on the system and represents the year
1995). As a result, the year 1999 (i.e., "99") is the maximum date value many
information technology (IT) systems will be able to process accurately.

         The Company formed a Year 2000 working group to address potential
problems posed by this development to assure that the Company is prepared for
the year 2000. The Company's overall Year 2000 compliance initiatives include
the following components: (i) assessment of all business critical systems
(business critical systems include computer and embedded systems); processes and
external interfaces and dependencies; (ii) remediation or upgrading of business
critical systems; (iii) testing of both modified and updated systems as well as
integrated systems testing; (iv) implementation of modified and updated systems;
and (v) contingency planning.



                                       39
<PAGE>   40

         The Company has essentially completed the Year 2000 modifications and
conversions and testing will continue throughout the year. The Year 2000 Project
has four main components: IT Systems, Non-IT Systems, Business Partners and
Contingency Planning.

         The IT Systems Project has been organized into three phases as follows:
inventory, remediation/replacement and integrated testing. The inventory phase
is complete. The mainframe remediation and the personal computer and network
remediation/replacement efforts are on schedule and substantially complete.
Individual systems testing was completed as part of the remediation efforts, and
the Company has completed full integration testing of mission critical systems.
Nonetheless, we will continue to test these systems throughout the year.

         Non-IT Systems include administrative systems such as faxes and phone
systems. Facilities also contain non-IT systems such as elevators, heating and
cooling systems and security systems. Work on these embedded systems is
substantially complete. We will continue testing these systems throughout the
year.

         All entities with which the Company does business are part of the
Business Partners component of the Year 2000 Project. The Company has completed
an inventory of business partners, and has identified the significance of
various partners to the Company's business. Correspondence has been initiated
with business partners to ascertain their Year 2000 readiness, and risk/impact
analysis of service or supply disruptions have been completed. Based upon the
results of analysis, action and contingency plans are being developed for
various business partners. This project is scheduled for completion in the third
quarter of 1999.

         Despite efforts to address all Year 2000 needs in a timely and
effective manner, there are risks that some Year 2000 effects could cause
significant operational difficulties for the Company. Some causes of these risks
are the potential for unanticipated complications in making Year 2000
modifications, the possibility of oversights in the remediation process, and the
difficulty of hiring and retaining IT personnel in the current business
environment. While the Company does not expect any such operational difficulties
to be material, the potential for these occurrences cannot be fully assessed at
this time. For these reasons, the Company is in the process of developing
contingency plans to cover the risk of non-compliance due to Year 2000 failures
in Company systems or those of its business partners. Contingency Planning will
include an identification of critical business processes and development of
alternative methods of carrying them out in the event of any system failure.
This effort is scheduled for completion in the third quarter of 1999.

         During the second quarter of 1998 the Company engaged an independent IT
consulting firm to review its Year 2000 Project plans, priorities and processes.
This review considered the Company's efforts as compared to industry "best
practices." This review verified the appropriateness of the Company's Year 2000
Project and provided additional direction for its continuation. In December of
1998 the Company hired an independent consulting firm to conduct a quality
assurance review of this project. Recommendations were evaluated and implemented
as appropriate.

         Total estimated costs associated with Year 2000 modifications and
conversions are approximately $9 million. These costs are expensed as incurred.
For the six months ended June 30, 1999, the Company has incurred $3.8 million in
Year 2000 expenses, and $8.0 million since the beginning of the Year 2000
Project.



                                       40
<PAGE>   41


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The main objectives in managing the investment portfolios of the
Company and its insurance subsidiaries are to maximize investment income and
total investment returns while minimizing credit risks in order to provide
maximum support to the insurance underwriting operations. Investment strategies
are developed based on many factors including asset liability management,
regulatory requirements, fluctuations in interest rates and consideration of
other market risks. Investment decisions are centrally managed by investment
professionals based on guidelines established by management and approved by the
boards of directors.

         Market risk represents the potential for loss due to adverse changes in
the fair value of financial instruments. The market risks related to financial
instruments of the Company and its subsidiaries primarily relate to the
investment portfolio, which exposes the Company to risks related to interest
rates and, to a lesser extent, credit quality and prepayment variation.
Analytical tools and monitoring systems are in place to assess each of these
elements of market risk.

         Interest rate risk is the price sensitivity of a fixed income security
to changes in interest rates. Management views these potential changes in price
within the overall context of asset and liability management. Company actuaries
estimate the payout pattern of our liabilities, primarily the Company's
lapsation, to determine duration, which is the present value of the fixed income
investment portfolios after consideration of the duration of these liabilities
and other factors, which management believes mitigates the overall effect of
interest rate risk for the Company.

         The table below provides information about the Company's fixed maturity
investments and mortgage loans at June 30, 1999. The table presents cash flows
of principal amounts and related weighted average interest rates by expected
maturity dates. The cash flows are based on the earlier of the call date or the
maturity date or, for mortgage-backed securities, expected payment patterns.
Actual cash flows could differ from the expected amounts.

                               EXPECTED CASH FLOWS

                              (Dollars in millions)


<TABLE>
<CAPTION>
                          6 mos
      Amortized            1999        2000        2001        2002        2003        2004      Thereafter     Cost
      ---------            ----        ----        ----        ----        ----        ----      ----------     ----
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>

Fixed Maturity
   Securities             $  179      $  382      $  483      $  572      $  839      $  654      $ 3,821      $6,930

Average interest
   rate                      7.2%        7.2%        7.1%        7.0%        6.7%        6.6%         7.1%

Mortgage loans            $    4      $   25      $   21      $    3      $    4      $   16      $   527      $  600

Average interest
   rate                     10.4%        9.4%        9.6%        9.5%        9.4%        9.8%         8.5%

Total                     $  183      $  407      $  504      $  575      $  843      $  670      $ 4,348      $7,530
                          ======      ======      ======      ======      ======      ======      =======      ======
</TABLE>


         The Company and its subsidiaries have consistently invested in high
quality marketable securities. As a result, management believes that the Company
has minimal credit quality risk. Fixed



                                       41
<PAGE>   42



maturity securities are comprised of U.S. Treasury, government agency,
mortgage-backed and corporate securities. Approximately 67% of fixed maturity
securities are issued by the U.S. Treasury or U.S. government agencies or are
rated A or better by Moody's, Standard and Poor's, or the NAIC. Less than 8% of
the bond portfolio is below investment grade. Fixed maturity securities have a
weighted average maturity of approximately 7.5 years.

         Prepayment risk refers to the changes in prepayment patterns that can
either shorten or lengthen the expected timing of the principal repayments and
thus the average life and the effective yield of a security. Such risk exists
primarily within the Company's portfolio of mortgage-backed securities.
Management monitors such risk regularly. The Company invests primarily in those
classes of mortgage-backed securities that are less subject to prepayment risk.

         The Company's use of derivatives is generally limited to hedging
purposes and has principally consisted of using interest rate swaps, caps,
swaptions and options. These instruments, viewed separately, subject the Company
to varying degrees of market and credit risk. However when used for hedging, the
expectation is that these instruments would reduce overall market risk. Credit
risk arises from the possibility that counterparties may fail to perform under
the terms of the contracts.

         Equity price risk is the potential loss arising from changes in the
value of equity securities. In general, equities have more year-to-year price
variability than intermediate term grade bonds. However, returns over longer
time frames have been consistently higher. The Company's equity securities are
high quality and readily marketable.

         All of the above risks are monitored on an ongoing basis. A combination
of in-house systems and proprietary models and externally licensed software are
used to analyze individual securities as well as each portfolio. These tools
provide the portfolio managers with information to assist them in the evaluation
of the market risks of the portfolio.


PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

        The Company, AmerUs Life and their direct and indirect majority
shareholders AmerUs Group and American Mutual Holding Company (collectively
"AmerUs"), were defendants in a class action lawsuit, Bhat v. AmerUs Life
Insurance Company, which was filed in December 1996 in the United States
District Court for the Northern District of California. The complaint, as
amended in 1998, alleged that the defendants breached the terms of certain
universal life policies, breached certain other duties owed to policyowners, and
violated RICO in setting their cost of insurance rates and credited interest
rates. These allegations include a claim that the defendants passed an increase
in corporate income taxes (known as the deferred acquisition cost, or DAC, tax)
through to owners of those policies. The plaintiff, an insured under a universal
life policy issued by AmerUs Life, sought unspecified actual and punitive
damages and injunctive relief on behalf of himself and all similarly situated
policyowners of AmerUs Life with universal life insurance policies. AmerUs
denied the allegations contained in the complaint, including the existence of a
legitimate class. An earlier companion case filed in the same court in June 1996
was dismissed in October 1997.

        The parties have entered into a nationwide class settlement of certain
contract and related issues for a substantial block of AmerUs Life's life
insurance policies. The settlement was approved by the court by order dated
April 2, 1999. No appeal has been filed and the time for filing an appeal has
expired.

        Due to pending settlement negotiations, the Company incurred a charge to
income for 1998. Based upon current estimates of the costs associated with the
settlement, the Company established a reserve of $1.2 million at that time.



                                       42
<PAGE>   43


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held its annual meeting of its shareholders on May 14,
1999. There were two matters voted upon at the meeting. The first was the
election of directors. The nominees, Messrs. Roger K. Brooks, Jack C. Pester and
John A. Wing and Ms. Maureen M. Culhane were elected to three-year terms. Other
directors continuing to serve are John R. Albers, Malcolm Candlish, Thomas F.
Gaffney, Sam C. Kalainov, Ralph W. Laster, Jr., and John W. Norris, Jr.

         The second matter voted upon resulted in the ratification of the
appointment of KPMG LLP as independent auditors for the Company.

         The results of the balloting were as follows:


<TABLE>
<CAPTION>
                                                     AGAINST OR                   ABSTENTIONS
                                    FOR              WITHHELD                   BROKER NON-VOTES
                                    ---              --------                   ----------------
<S>                               <C>                <C>                         <C>
Election of Directors:

Roger K. Brooks                   26,883,462         1,218,444
Maureen M. Culhane                26,883,380         1,218,526
Jack C. Pester                    26,879,392         1,222,514
John A. Wing                      26,882,998         1,218,908

Ratification of KPMG LLP          28,070,192            12,512                      19,202
</TABLE>


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         A list of exhibits included as part of this report is set forth in the
Exhibit Index which immediately precedes such exhibits and is hereby
incorporated by reference herein.

         (b) The following report on Form 8-K was filed during the quarter ended
June 30, 1999:

                  None.


                                       43
<PAGE>   44



SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

DATED:   August 13, 1999                    AMERUS LIFE HOLDINGS, INC.



                                            By  /s/  Michael G. Fraizer
                                               ---------------------------------
                                               Senior Vice President and
                                               Chief Financial Officer



                                            By  /s/  Brenda J. Cushing
                                               ---------------------------------
                                                Vice President and Controller
                                               (Principal Accounting Officer)



                                       44
<PAGE>   45


                   AMERUS LIFE HOLDINGS, INC. AND SUBSIDIARIES

                                INDEX TO EXHIBITS

Exhibit
No.         Description
-------     -----------

2.1         Plan of Reorganization dated October 27, 1995, filed as Exhibit 2.1
            to the registration statement of the Registrant on Form S-1,
            Registration Number 333-12239, is hereby incorporated by reference.
2.2         Amended and Restated Agreement and Plan of Merger, dated as of
            September 19, 1997 and as amended and restated as of October 8,
            1997, by and among the Registrant, AFC Corp. and AmVestors Financial
            Corporation ("AmVestors"), filed as Exhibit 2.2 to the Registration
            Statement of the Registrant on Form S-4, Registration Number
            333-40065 is hereby incorporated by reference.
2.3         Agreement and Plan of Merger, dated as of August 13, 1997 and as
            amended as of September 5, 1997, among the Registrant, a wholly
            owned subsidiary of the Registrant and Delta Life Corporation, filed
            as Exhibit 2.2 to Form 8-K of the Registrant dated October 8, 1997,
            is hereby incorporated by reference.
3.1         Amended and Restated Articles of Incorporation of the Registrant
            filed as Exhibit 3.5 to the registration statement of the Registrant
            on Form S-1, Registration Number 333-12239, are hereby incorporated
            by reference.
3.2         Bylaws of the Registrant, filed as Exhibit 3.2 to the registration
            statement of the Registrant on Form S-1, Registration Number
            333-12239, are hereby incorporated by reference.
3.3         Articles of Amendment of the Registrant dated September 25, 1998,
            filed as Exhibit 3.3 on Form 10-K, dated March 30, 1999, is hereby
            incorporated by reference.
4.1         Amended and Restated Trust Agreement dated as of February 3, 1997
            among the Registrant, Wilmington Trust Company, as property trustee,
            and the administrative trustees named therein (AmerUs Capital I
            business trust), filed as Exhibit 3.6 to the registration statement
            of the Registrant and AmerUs Capital I on Form S-1, Registration
            Number 333-13713, is hereby incorporated by reference.
4.2         Indenture dated as of February 3, 1997 between the Registrant and
            Wilmington Trust Company relating to the Company's 8.85% Junior
            Subordinated Debentures, Series A, filed as Exhibit 4.1 to the
            registration statement of the Registrant and AmerUs Capital I on
            Form S-1, Registration Number, 333-13713, is hereby incorporated by
            reference.
4.3         Guaranty Agreement dated as of February 3, 1997 between the
            Registrant, as guarantor, and Wilmington Trust Company, as trustee,
            relating to the 8.85% Capital Securities, Series A, issued by AmerUs
            Capital I, filed as Exhibit 4.4 to the registration statement on
            Form S-1, Registration Number, 333-13713, is hereby incorporated by
            reference.
4.4         Common Stock Purchase Warrant, filed as Exhibit (10)(v) to Form 10-Q
            of AmVestors Financial Corporation dated May 13, 1992, is hereby
            incorporated by reference.
4.5         Amended and Restated Declaration of Trust of AmerUs Capital II,
            dated as of July 27, 1998, among the Registrant, First Union Trust
            Company and the administrative trustees named therein, relating to
            the Registrant's 7.0% ACES Units, filed as Exhibit 4.5 on Form 10-Q,
            dated August 13, 1998, is hereby incorporated by reference.
4.6         Certificate of Trust of AmerUs Capital III filed as Exhibit 4.7 to
            the registration statement of the Registrant, AmerUs Capital II and
            AmerUs Capital III, on Form S-3 (No. 333-50249), is hereby
            incorporated by reference.
4.7         Common Trust Securities Guarantee Agreement, dated as of July 27,
            1998, by the Registrant, relating to the Registrant's 7.0% ACES
            Units, filed as Exhibit 4.7 on Form 10-Q, dated August 13, 1998, is
            hereby incorporated by reference.



                                       45
<PAGE>   46


4.8         QUIPS Guarantee Agreement, dated as of July 27, 1998, by the
            Registrant, relating to the Registrant's 7.0% ACES Units, filed as
            Exhibit 4.8 on Form 10-Q, dated August 13, 1998, is hereby
            incorporated by reference.
4.9         Master Unit Agreement, dated as of July 27, 1998, between the
            Registrant and First Union National Bank relating to the
            Registrant's 7.0% ACES Units, filed as Exhibit 4.9 on Form 10-Q,
            dated August 13, 1998, is hereby incorporated by reference.
4.10        Call Option Agreement, dated as of July 27, 1998, between Goldman,
            Sachs & Co. and First Union National Bank relating to the
            Registrant's 7.0% ACES Units, filed as Exhibit 4.10 on Form 10-Q,
            dated August 13, 1998, is hereby incorporated by reference.
4.11        Pledge Agreement, dated as of July 27, 1998, among the Registrant,
            Goldman, Sachs & Co. and First Union National Bank relating to the
            Registrant's 7.0% ACES Units, filed as Exhibit 4.11 on Form 10-Q,
            dated August 13, 1998, is hereby incorporated by reference.
4.12        Senior Indenture, dated as of June 16, 1998, by and between the
            Registrant and First Union National Bank, as Indenture Trustee,
            relating to the Registrant's 6.95% Senior Notes, filed as Exhibit
            4.14 on Form 10-Q, dated August 13, 1998, is hereby incorporated by
            reference.
4.13        Subordinated Indenture, dated as of July 27, 1998, by and between
            the Registrant and First Union National Bank, as Indenture Trustee,
            relating to the Registrant's 6.86% Junior Subordinated Deferrable
            Interest Debentures, filed as Exhibit 4.15 on Form 10-Q, dated
            August 13, 1998, is hereby incorporated by reference.
10.1        Amended and Restated Intercompany Agreement dated as of December 1,
            1996, among American Mutual Holding Company, AmerUs Group Co. and
            the Company. Filed as Exhibit 10.81 to the Registrant's registration
            statement on Form S-1, Registration Number 333-12239, is hereby
            incorporated by reference.
10.2        Joint Venture Agreement, dated as of June 30, 1996, between American
            Mutual Insurance Company and Ameritas Life Insurance Corp., filed as
            Exhibit 10.2 on Form 10-K, dated March 25, 1998, is hereby
            incorporated by reference.
10.3        Management and Administration Service Agreement, dated as of April
            1, 1996, among American Mutual Life Insurance Company, Ameritas
            Variable Life Insurance Company and Ameritas Life Insurance Corp.,
            filed as Exhibit 10.3 to the registration statement of the
            Registrant on Form S-1, Registration Number 333-12239, is hereby
            incorporated by reference.
10.4        AmerUs Life Holdings, Inc. Executive Stock Purchase Plan, dated
            November 13, 1998, filed as Exhibit 4.11 to the registration
            statement of the Registrant on Form S-8, Registration Number
            333-72237, is hereby incorporated by reference.
10.5        AlloAmerUs Supplemental Executive Retirement Plan, effective January
            1, 1996, filed as Exhibit 10.6 to the registration statement of the
            Registrant on Form S-1, Registration Number 333-12239, is hereby
            incorporated by reference.
10.6        American Mutual Life Insurance Company Supplemental Pension Plan
            (which was curtailed as of December 31, 1995), filed as Exhibit 10.7
            to the registration statement of the Registrant on Form S-1,
            Registration Number 333-12239, is hereby incorporated by reference.
10.7        Central Life Assurance Company Supplemental Pension Plan (which was
            curtailed as of December 31, 1995), filed as Exhibit 10.8 to the
            registration statement of the Registrant on Form S-1, Registration
            Number 333-12239, is hereby incorporated by reference.
10.8        Management Incentive Plan, filed as Exhibit 10.9 to the registration
            statement of the Registrant on Form S-1, Registration Number
            333-12239, is hereby incorporated by reference.
10.9        AmerUs Life Insurance Company Performance Share Plan, filed as
            Exhibit 10.10 to the registration statement of the Registrant on
            Form S-1, Registration Number 333-12239, is hereby incorporated by
            reference.
10.10       AmerUs Life Stock Incentive Plan, filed as Exhibit 10.11 to the
            registration statement of the Registrant on Form S-1, Registration
            Number 333-12239, is hereby incorporated by reference.
10.11       AmerUs Life Non-Employee Director Stock Plan, filed as Exhibit 10.13
            to the registration statement of the Registrant on Form S-1,
            Registration Number 333-12239, is hereby incorporated by reference.
10.12       Form of Indemnification Agreement executed with directors and
            certain officers, filed as Exhibit 10.33 to the registration
            statement of the Registrant on Form S-1, Registration Number
            333-12239, is hereby incorporated by reference.


                                       46
<PAGE>   47

10.13       Tax Allocation Agreement dated as of November 4, 1996, filed as
            Exhibit 10.68 to the registration statement of the Registrant on
            Form S-1, Registration Number 333-12239, is hereby incorporated by
            reference.
10.14       Agreement and Plan of Merger, dated as of August 13, 1997 and as
            amended as of September 5, 1997, among the Registrant, a
            wholly-owned subsidiary of the Registrant and Delta Life
            Corporation, filed as Exhibit 2.2 to the Registrant's report on Form
            8-K on October 8, 1997, is hereby incorporated by reference.
10.15       Purchase Agreement between AmerUs Life and AmerUs Bank dated March
            5, 1997 relating to the sale of certain loans, filed as Exhibit
            10.82 to the registration statement of the Registrant on Form S-4,
            Registration Number 333-40065, is incorporated by reference.
10.16       Credit Agreement, dated as of October 23, 1997, among the
            Registrant, Various Lender Institutions, the Co-Arrangers and The
            Chase Manhattan Bank, as Administrative Agent , filed as Exhibit
            10.84 to the registration statement of the Registrant on Form S-4,
            Registration Number 333-40065, is incorporated by reference.
10.17       Coinsurance Agreement, effective February 1, 1996, between Delta
            Life and Annuity Company and London Life Reinsurance Company, filed
            as Exhibit 10.85 to the registration statement of the Registrant on
            Form S-4, Registration Number 333-40065, is incorporated by
            reference.
10.18       AmVestors Financial Corporation 1996 Incentive Stock Option Plan,
            filed as Exhibit (4)(a) to Registration Statement of AmVestors
            Financial Corporation on Form S-8, Registration Number 333-14571
            dated October 21, 1996, is hereby incorporated by reference.
10.19       1989 Non-Qualified Stock Option Plan adopted March 17, 1989, filed
            as Exhibit (10)(q) to Form 10-K of AmVestors Financial Corporation,
            dated April 12, 1989, is hereby incorporated by reference.
10.20       Amended and Restated Miscellaneous Service Agreement, dated as of
            July 21, 1997, among American Mutual Holding Company, Registrant,
            AmerUs Life Insurance Company, AmerUs Group Co., AmerUs Bank, AmerUs
            Mortgage, Inc., Iowa Realty Co., Inc., Iowa Title Company, AmerUs
            Insurance, Inc., AmerUs Properties, Inc., AmerUs Direct, Inc., filed
            as Exhibit 10.57 on Form 10-K, dated March 25, 1998, is hereby
            incorporated by reference.
10.21       Lease - Business Property, dated December 1, 1996, between AmerUs
            Properties, Inc. and AmerUs Life Insurance Company, property 611
            Fifth Avenue, Des Moines, Iowa, filed as Exhibit 10.58 on Form 10-K,
            dated March 25, 1998, is hereby incorporated by reference.
10.22       First Amendment dated February 1, 1998 to Lease Agreement dated
            December 1, 1996 between AmerUs Properties, Inc. and AmerUs Life
            Insurance Company, property 611 Fifth Avenue, Des Moines, Iowa,
            filed as Exhibit 10.59 on Form 10-K, dated March 25, 1998, is hereby
            incorporated by reference.
10.23       Lease - Business Property, dated December 1, 1996, between AmerUs
            Properties, Inc. and AmerUs Life Insurance Company, 1213 Cherry
            Street, Des Moines, Iowa, filed as Exhibit 10.60 on Form 10-K, dated
            March 25, 1998, is hereby incorporated by reference.
10.24       Lease - Business Property, dated December 1, 1996, between AmerUs
            Properties, Inc. and the Registrant, property 418 Sixth Avenue
            Moines, Iowa, filed as Exhibit 10.61 on Form 10-K, dated March 25,
            1998, is hereby incorporated by reference.
10.25       Revised and Restated Lease - Business Property, dated May 28, 1998,
            between AmerUs Properties, Inc. and the Registrant property, 699
            Walnut Street, Des Moines, Iowa, filed as Exhibit 10.26 on Form
            10-K, dated March 30, 1999, is hereby incorporated by reference.
10.26       Addendum, dated May 28, 1998 to lease dated May 28, 1998 between
            AmerUs Properties and the Registrant, filed as Exhibit 10.27 on Form
            10-K, dated March 30, 1999, is hereby incorporated by reference.
10.27       Addendum II, dated July 21, 1998, to lease dated May 28, 1998
            between AmerUs Properties and the Registrant, filed as Exhibit 10.28
            on Form 10-K, dated March 30, 1999, is hereby incorporated by
            reference.
10.28       Servicing Agreement, dated March 5, 1997, between AmerUs Life
            Insurance Company and AmerUs Properties, Inc., filed as Exhibit
            10.64 on Form 10-K, dated March 25, 1998, is hereby incorporated by
            reference.

                                       47
<PAGE>   48

10.29       Consent dated as of May 20, 1998 to the Credit Agreement dated as of
            October 23, 1997 among the Registrant, Various Lender Institutions,
            the Co-Arrangers and The Chase Manhattan Bank, as Administrative
            Agent, filed as Exhibit 10.72 on Form 10-Q, dated November 12, 1998,
            is hereby incorporated by reference.
10.30       First Amendment dated as of May 30, 1997 to the Credit Agreement
            dated as of October 23, 1997 among the Registrant, Various Lender
            Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
            Administrative Agent, filed as Exhibit 10.73 on Form 10-Q, dated
            November 12, 1998, is hereby incorporated by reference.
10.31       Second Amendment dated as of June 22, 1998 to the Credit Agreement
            dated as of October 23, 1997 among the Registrant, Various Lender
            Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
            Administrative Agent, filed as Exhibit 10.74 on Form 10-Q, dated
            November 12, 1998, is hereby incorporated by reference.
10.32       Second Consent and Amendment dated as of October 2, 1998 to the
            Credit Agreement dated as of October 23, 1997 among the Registrant,
            Various Lender Institutions, the Co-Arrangers and The Chase
            Manhattan Bank, as Administrative Agent, filed as Exhibit 10.75 on
            Form 10-Q, dated November 12, 1998, is hereby incorporated by
            reference.
10.33       MIP Deferral Plan dated as of September 1, 1998, filed as Exhibit
            10.76 on Form 10-Q, dated November 12, 1998, is hereby incorporated
            by reference.
10.34       Open Line of Credit Application and Terms Agreement, dated March 5,
            1999, between Federal Home Loan Bank of Des Moines and AmerUs Life
            Insurance Company, filed as Exhibit 10.34 on Form 10-Q dated May 14,
            1999, is hereby incorporated by reference.
10.35       Origination Agreement, dated August 1, 1998, between AmerUs Home
            Equity, Inc. and AmerUs Life Insurance Company, filed as Exhibit
            10.36 on Form 10-K, dated March 30, 1999, is hereby incorporated by
            reference.
10.36       Third Waiver to Credit Agreement dated as of November 16, 1998 to
            the Credit Agreement dated as of October 23, 1997 among the
            Registrant, Various Lender Institutions, the Co-Arrangers and The
            Chase Manhattan Bank, as Administrative Agent, filed as Exhibit
            10.37 on Form 10-K, dated March 30, 1999, is hereby incorporated by
            reference.
10.37       Fourth Consent and Amendment, dated as of December 4, 1998 to the
            Credit Agreement dated as of October 23, 1997 among the Registrant,
            Various Lender Institutions, the Co-Arrangers and The Chase
            Manhattan Bank, as Administrative Agent, filed as Exhibit 10.38 on
            Form 10-K, dated March 30, 1999, is hereby incorporated by
            reference.
10.38       Administrative Services Agreement, dated as of August 1, 1998, among
            American Mutual Holding Company, Registrant, AmerUs Group, AmerUs
            Home Equity, Inc., AmerUs Mortgage, Inc., AmerUs Properties, Inc.,
            American Capital Management Group, Inc., AmerUs Life Insurance
            Company, AmVestors Financial Corporation, American Investors Life
            Insurance Company, Inc., and Delta Life and Annuity Company, filed
            as Exhibit 10.39 on Form 10-K, dated March 30, 1999, is hereby
            incorporated by reference.
10.39       Facility and Guaranty Agreement, dated February 12, 1999, among The
            First National Bank of Chicago and the Registrant, filed as Exhibit
            10.39 on Form 10-Q dated May 14, 1999, is hereby incorporated by
            reference.
10.40       Form of Reimbursement Agreement, dated February 15, 1999, among the
            Registrant and Roger K. Brooks, Victor N. Daley, Michael G. Fraizer,
            Thomas C. Godlasky, Marcia S. Hanson, Mark V. Heitz and Gary R.
            McPhail, filed as Exhibit 10.40 on Form 10-Q dated May 14, 1999, is
            hereby incorporated by reference.
10.41       Amendment No. 1 to Facility Agreement, dated March 23, 1999, among
            The First National Bank of Chicago and the Registrant, filed as
            Exhibit 10.41 on Form 10-Q dated May 14, 1999, is hereby
            incorporated by reference.
10.42       1999 Non-Employee Stock Option Plan, dated April 19, 1999, filed on
            Form S-3, Registration Number 333-72643, is hereby incorporated by
            reference.
10.43*      Fifth Waiver and Amendment to Credit Agreement dated as of October
            1, 1998 to the Credit Agreement dated as of October 23, 1997 among
            the Registrant, Various Lender Institutions, the Co-Arrangers and
            The Chase Manhattan Bank, as Administrative Agent.

                                       48
<PAGE>   49

10.44*      Sixth Amendment to Credit Agreement dated as of May 18, 1999 to the
            Credit Agreement dated as of October 23, 1997 among the Registrant,
            Various Lender Institutions, the Co-Arrangers and The Chase
            Manhattan Bank, as Administrative Agent.
11*         Statement Re: Computation of Per Share Earnings.
27.1*       Financial Data Schedule.
99.1        Employment Agreement, dated as of September 19, 1997, among Mark V.
            Heitz, AmVestors Financial Corporation, American Investors Life
            Insurance Company, Inc., AmVestors Investment Group, Inc. and
            American Investors Sales Group, Inc., filed as Exhibit 99.3 to the
            registration statement of the Registrant on Form S-4, Registration
            Number 333-40065, is incorporated by reference.
99.2        Agreement of Sale, dated as of October 22, 1997, by and between R.
            Rex Lee and AmerUs Group, Co., filed as Exhibit 99.4 to the
            registration statement of the Registrant on Form S-4, Registration
            Number 333-40065, is incorporated by reference.
99.3        Retirement Agreement, dated June 27, 1997, by and between Victor N.
            Daley and Registrant filed as Exhibit 99.5 on Form 10-K, dated March
            30, 1999, is hereby incorporated by reference.
99.4*       First Amendment to Employment Agreement, dated as of April 15, 1999,
            to the Employment Agreement dated as of September 19, 1997, among
            Mark V. Heitz, AmVestors Financial Corporation, American Investors
            Life Insurance Company, Inc., AmVestors Investment Group, Inc.,
            American Investors Sales Group, Inc., and the Registrant.
99.5*       Supplemental Benefit Agreement, dated as of April 15, 1999, among
            Roger K. Brooks and the Registrant.
99.6*       Form of Supplemental Benefit Agreement, dated as of April 15, 1999,
            among the Registrant and Victor N. Daley, Michael G. Fraizer, Thomas
            C. Godlasky and Gary R. McPhail.
99.7*       Amended and Restated Employment Agreement, dated as of April 15,
            1999, among Marcia S. Hanson and the Registrant.

----------------------

*           included herein




                                       49