As filed with the Securities and Exchange Commission on May 22, 2009.
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)
Iowa |
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42-1411715 |
(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
(Address of Principal Executive Offices) (Zip Code)
FARM BUREAU 401(K) SAVINGS PLAN
(Full title of the plan)
David A. McNeill, Esq., 5400 University Avenue, West Des Moines, IA 50266
(Name and address of agent for service)
515-225-5400
(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)
(515) 226-6141
(Telephone number)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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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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Class A common stock, no par |
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1,270,000 shares |
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$ |
6.54 |
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8,305,800 |
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463.46 |
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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 May 18, 2009, as reported on the New York Stock Exchange consolidated reporting system.
This Registration Statement shall become effective upon filing in accordance with Rule 462 of the Securities Act of 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO
GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement on Form S-8 is filed by FBL Financial Group, Inc. (the Company) and relates to 1,270,000 shares of Company Class A common stock (Common Stock) that may be acquired by employees under the Companys Farm Bureau 401(k) Savings Plan (the Plan). One million two hundred thirty thousand (1,230,000) shares of Common Stock have been previously registered for issuance under the Plan on the Companys Registration Statements on Form S-8 (Registration No. 333-08567 filed on July 22, 1996, Registration No. 333-08567 POS filed on August 23, 2002, Registration No. 333-108151 filed on August 22, 2003, and Registration No. 333-138973 filed on November 28, 2006 (collectively, the Prior Registration Statements)). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with Section E of the General Instructions to Form S-8 regarding Registration of Additional Securities. Pursuant to Section E of the General Instructions to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
Item 8. Exhibits.
Exhibit No. |
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Description. |
5.1 |
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Opinion of Counsel. |
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23.1 |
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Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Counsel (contained in its opinion filed as Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Des Moines, State of Iowa, on May 20, 2009.
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FBL FINANCIAL GROUP, INC. |
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By: |
/s/ JAMES E. HOHMANN |
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James E. Hohmann |
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Chief Executive Officer |
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(Principal Executive Officer) |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David A. McNeill and James E. Hohmann, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all 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 in and about the premises, 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 either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ JAMES E. HOHMANN |
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James E. Hohmann |
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Chief Executive Officer (Principal Executive Officer) |
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May 20, 2009 |
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/s/ JAMES P. BRANNEN |
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James P. Brannen |
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Chief Financial Officer and Chief Administrative Officer (Principal |
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May 20, 2009 |
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Financial Officer and Principal Accounting Officer) |
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/s/ CRAIG A. LANG |
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Craig A. Lang |
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Chairman of the Board and Director |
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May 20, 2009 |
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/s/ JERRY L. CHICOINE |
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Jerry L. Chicoine |
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Vice Chair and Director |
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May 20, 2009 |
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/s/ STEVE L. BACCUS |
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Steve L. Baccus |
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Director |
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May 20, 2009 |
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/s/ TIM H. GILL |
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Tim H. Gill |
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Director |
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May 20, 2009 |
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/s/ ROBERT H. HANSON |
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Robert H. Hanson |
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Director |
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May 20, 2009 |
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/s/ CRAIG D. HILL |
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Craig D. Hill |
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Director |
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May 20, 2009 |
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/s/ PAUL E. LARSON |
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Paul E. Larson |
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Director |
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May 20, 2009 |
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/s/ EDWARD W. MEHRER |
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Edward W. Mehrer |
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Director |
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May 20, 2009 |
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/s/ KEITH R. OLSEN |
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Keith R. Olsen |
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Director |
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May 20, 2009 |
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/s/ KEVIN G. ROGERS |
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Kevin G. Rogers |
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Director |
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May 20, 2009 |
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/s/ JOHN E. WALKER |
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John E. Walker |
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Director |
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May 20, 2009 |
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