sv8
As
filed with the Securities and Exchange Commission on November 28, 2006.
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FBL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Iowa
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42-1411715 |
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(State or other jurisdiction of
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(IRS Employer Identification number) |
incorporation or organization) |
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5400 University Avenue, West Des Moines, Iowa 50266 |
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(Address of Principal Executive Offices) (Zip Code)
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FARM BUREAU 401(K) SAVINGS PLAN
(Full title of the plan)
Stephen M. Morain, Esq., 5400 University Avenue, West Des Moines, IA 50266
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
COPY TO:
Robert A. Simons, Esq., 5400 University Avenue, West Des Moines, IA 50266
(Name and address)
(Telephone number)
CALCULATION OF REGISTRATION FEE
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Title of securities |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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to be registered |
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registered |
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maximum |
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maximum |
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registration fee |
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offering price per |
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aggregate |
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share (1) |
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offering price |
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Class A common
stock, no par |
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500,000 shares |
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$37.145 |
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$18,572,500 |
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$1,988 |
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h)(1), based upon the average of the high and low sales prices of the stock on November 27,
2006, as reported on the New York Stock Exchange Composite Transactions Tape.
This Registration Statement shall become effective upon filing in accordance with Rule 462 of the
Securities Act of 1933.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be sent or given to
participants as specified by Rule 428(b)(1). Such documents are not being filed with the Commission
either as part of this registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a), (b), (c), (d) and (e) below are incorporated by reference in the
registration statement. All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of filing of such documents.
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a) |
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The Companys annual report on Form 10-K for the year ended December 31, 2005 and filed
with the Commission on February 27, 2006. |
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b) |
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The Companys reports on Form 10-Q for the quarter ended March 31, 2006, filed with the
Commission on May 5, 2006, and for the quarter ended June 30, 2006, filed with the
Commission on August 3, 2006, and for the quarter ended September 30, 2006, filed with the
Commission on November 6, 2006. |
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c) |
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The Companys current reports on Form 8-K filed with the Commission on March 1, March
10, March 16, March 24, May 19, July 5 and
November 20, 2006. |
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d) |
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The description of Common Stock contained in the Companys registration statement on
Form 8-A filed with the Commission on July 11, 1996, effective July 19, 1996, incorporated
by reference to the Companys registration statement under the Securities Act of 1933 on
Form S-1, file number 333-4332, effective July 18, 1996. |
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e) |
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The annual report on Form 11-K of the Farm Bureau 401(k) Savings Plan, filed with the
Commission June 29, 2006. |
ITEM 4. DESCRIPTION OF SECURITIES.
Refer to response to Item 3 above.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert A. Simons, who has provided a legal opinion upon the validity of the securities being
registered, is Vice President and Assistant General Counsel, Securities, of FBL Financial Group,
Inc. He is the beneficial owner of approximately 2,030 shares of the Class A Common Stock of FBL
Financial Group, and holds unvested restricted stock and unvested options covering a total of 9,075
shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 851 and 856 of the Iowa Business Corporation Act provide that a corporation has the
power to indemnify its directors and officers against liabilities and expenses incurred by reason
of such person serving in the capacity of director or officer, if such person has acted in good
faith and in a manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had no reasonable cause
to believe the individuals conduct was unlawful. The foregoing indemnity provisions
notwithstanding, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made to such director or officer with respect to any matter as to which
such individual has been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.
Article VIII of the Companys Restated Articles of Incorporation provides that the Company
shall indemnify its directors to the fullest extent possible under the Iowa Business Corporation
Act. Article V of the Companys Restated By-laws extends the same indemnity to its officers.
Article VII of the Articles provides that no director shall be liable to the Company or its
stockholders for monetary damages for breach of the individuals fiduciary duty as a director,
except liability for (i) the amount of a financial benefit received by a director to which the
director is not entitled; (ii) an intentional infliction of harm on the Corporation or the
shareholders; (iii) a violation of section 490.833 of the Code of Iowa; and (iv) an intentional
violation of criminal law.
The Company maintains a directors and officers liability insurance policy to insure against
losses arising from claims made against its directors and officers, subject to the limitations and
conditions as set forth in the policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Farm Bureau 401(k) Savings Plan, as adopted by agreement dated January 25, 2002,
incorporated by reference to Exhibit 4.1 to the Companys post-effective amendment to Form
S-8, File No. 333-08567, filed August 23, 2002. The Company has received a favorable
determination letter from the Internal Revenue Service in regard to the Plan and hereby undertakes
to submit any amendment thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service in order to qualify and continue the qualification
of the Plan.
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4.1(a) Farm Bureau 401(k) Savings Plan Amendment for EGTRRA dated December 28, 2001, incorporated
by reference to Exhibit 4.1(b) to the Companys post-effective amendment to Form S-8, File No.
333-08567, filed August 23, 2002.
4.1(b) Wells Fargo Retirement Plan Service Acceptance of Successor Trustee, incorporated by
reference to Exhibit 4.1(c) to the Companys post-effective amendment to Form S-8, File No.
333-08567, filed August 23, 2002.
4.1 (c) Amendment No. 1 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 1999.
4.1(d) Amendment to Farm Bureau 401(k) Savings Plan for Required Minimum Distributions, effective beginning with the 2002 calendar year.
4.1(e) Amendment No. 3 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2003.
4.1(f) Amendment No. 4 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2003.
4.1(g) Amendment No. 5 to Farm Bureau 401(k) Savings Plan, effective as of July 1, 2003.
4.1(h)
Amendment No. 6 to Farm Bureau 401(k) Savings Plan,
effective as of January 1, 2004.
4.1(i) Amendment No. 7 to Farm Bureau 401(k) Savings Plan, effective as of March 28, 2005
4.1(j) Amended and Restated Addendum to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2005.
4.1(k) Amendment No. 9 to Farm Bureau 401(k) Savings Plan, effective as of February 15, 2006.
4.2 Nyemaster, Goode, McLaughlin, Voights, West, Hansell & OBrien, P.C., Defined Contribution
Prototype Plan, incorporated by reference to Exhibit 4.2 to the Companys post-effective amendment
to Form S-8, File No. 333-08567, filed August 23, 2002.
5.1 Opinion of Robert A. Simons, Esq., West Des Moines, Iowa, regarding the legality of the
shares being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Robert A. Simons (contained in opinion filed as Exhibit 5.1).
24. Powers of Attorney (included with Signature Pages hereto).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement: To include any
material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. (3) 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 undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrants annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
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each filing
of an employee benefit plans annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused
this Registration Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Des Moines, State of Iowa, on November 15, 2006.
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FBL FINANCIAL GROUP, INC.
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/s/ William J. Oddy |
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William J. Oddy |
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CHIEF EXECUTIVE OFFICER |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints William J. Oddy and Stephen M. Morain, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or
amendment thereto has been signed by the following person or persons in the capacities and on the
dates indicated.
Executed below by the following persons in the capacities and on the dates indicated:
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Signature |
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/s/ William J. Oddy
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Chief Executive Officer and Director (Principal) Executive Officer)
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November 15, 2006 |
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William J. Oddy
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/s/ James W. Noyce
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Chief Financial Officer (Principal Financial and Accounting Officer)
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November 15, 2006 |
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James W. Noyce
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Signature |
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/s/ Steven L. Baccus
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Director
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November 15, 2006 |
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Steven L. Baccus |
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/s/ Jerry L. Chicoine
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Director
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November 15, 2006 |
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Jerry L. Chicoine |
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/s/ Jerry C. Downin
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Director
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November 15, 2006 |
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Jerry C. Downin |
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/s/ Tim H. Gill
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Director
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November 15, 2006 |
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Tim H. Gill |
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/s/ Robert H. Hanson
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Director
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November 15, 2006 |
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Robert H. Hanson |
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/s/ G. Steven Kouplen
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Director
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November 15, 2006 |
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G. Steven Kouplen |
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/s/ Craig A. Lang
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Director
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November 15, 2006 |
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Craig A. Lang |
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/s/ Paul E. Larson
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Director
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November 15, 2006 |
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Paul E. Larson |
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/s/ Edward W. Mehrer
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Director
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November 15, 2006 |
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Edward W. Mehrer |
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Signature |
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/s/ Frank S. Priestley
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Director
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November 15, 2006 |
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Frank S. Priestley |
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/s/ Kim M. Robak
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Director
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November 15, 2006 |
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Kim M. Robak |
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/s/ John E. Walker
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Director
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November 15, 2006 |
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John E. Walker |
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EXHIBIT INDEX
Exhibit
4.1 Farm Bureau 401(k) Savings Plan, as adopted by agreement dated January 25, 2002,
incorporated by reference to Exhibit 4.1 to the Companys post-effective amendment to Form
S-8, File No. 333-08567, filed August 23, 2002. The Company has received a favorable
determination letter from the Internal Revenue Service in regard to the Plan and hereby undertakes
to submit any amendment thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service in order to qualify and continue the qualification
of the Plan.
4.1(a) Farm Bureau 401(k) Savings Plan Amendment for EGTRRA dated December 28, 2001, incorporated
by reference to Exhibit 4.1(b) to the Companys post-effective amendment to Form S-8, File No.
333-08567, filed August 23, 2002.
4.1(b) Wells Fargo Retirement Plan Service Acceptance of Successor Trustee, incorporated by
reference to Exhibit 4.1(c) to the Companys post-effective amendment to Form S-8, File No.
333-08567, filed August 23, 2002.
4.1 (c) Amendment No. 1 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 1999.
4.1(d) Amendment to Farm Bureau 401(k) Savings Plan for Required Minimum Distributions, effective beginning with the 2002 calendar year.
4.1(e) Amendment No. 3 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2003.
4.1(f) Amendment No. 4 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2003.
4.1(g) Amendment No. 5 to Farm Bureau 401(k) Savings Plan, effective as of July 1, 2003.
4.1(h) Amendment No. 6 to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2004.
4.1(i) Amendment No. 7 to Farm Bureau 401(k) Savings Plan, effective as of March 28, 2005
4.1(j) Amended and Restated Addendum to Farm Bureau 401(k) Savings Plan, effective as of January 1, 2005.
4.1(k) Amendment No. 9 to Farm Bureau 401(k) Savings Plan, effective as of February 15, 2006.
4.2 Nyemaster, Goode, McLaughlin, Voights, West, Hansell & OBrien, P.C., Defined Contribution
Prototype Plan, incorporated by reference to Exhibit 4.2 to the Companys post-effective amendment
to Form S-8, File No. 333-08567, filed August 23, 2002.
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5.1 Opinion of Robert A. Simons, Esq., West Des Moines, Iowa, regarding the legality of the
shares being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Robert A. Simons (contained in opinion filed as Exhibit 5.1).
24. Powers of Attorney (included with Signature Pages hereto).
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