KMA Kmg Amer Corp

EXPLANATORY STATEMENT: DEREGISTRATION OF SECURITIES

On August 14, 2006, KMG America Corporation (the “Company”) filed a registration statement on Form S-8 (No. 333-136634) (the “Registration Statement”), which registered 1,000,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered or sold pursuant to the KMG America Corporation 2004 Equity Incentive Plan (the “Plan”).

On November 30, 2007, (the “Closing Date”), pursuant to an Agreement and Plan of Merger, dated as of September 7, 2007, by and among the Company, Humana Inc. (“Humana”) and Hum VM, Inc., a wholly-owned subsidiary of Humana (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Humana. The Company intends to file with the Securities and Exchange Commission a Certification and Notice of Termination and Suspension on Form 15 with respect to the Common Stock.

As a result of the Merger, the Company has terminated all offerings of the Company’s securities under the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all securities reserved for issuance under the Plan which remain unissued on the Closing Date.

1