As filed with the Securities and Exchange Commission on August 22, 2003.
Registration No. 333-________
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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.
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(Exact name of registrant as specified in its charter)
Iowa 42-1411715
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5400 University Avenue, West Des Moines, Iowa 50266
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED FBL FINANCIAL GROUP, INC.
1996 CLASS A COMMON STOCK COMPENSATION PLAN
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(Full title of the plan)
Stephen M. Morain, Esq., 5400 University Avenue, West Des Moines, IA 50266
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(Name and address of agent for service)
515-225-5410
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(Telephone number, including area code, of agent for service)
COPY TO:
Robert A. Simons, Esq., 5400 University Avenue, West Des Moines, IA 50266
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(Name and address)
(515) 226-6141
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(Telephone number)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate Registration
to be registered registered(1) price per share(2) offering price(2) Fee
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Class A Common 5,000,000 shares $22.83 $114,150,000 $9,235
Stock without par
value
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) 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 August 15, 2003, 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.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registration on Form S-8 relating to the
same employee benefit plan is effective. Also, it is filed in place of an
earlier post-effective amendment to Form S-8 which was incorrectly filed to
register additional shares.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on November 27, 1996 (File No. 333-17007), and
post-effective amendment to File No. 333-17007 filed August 23, 2002, are hereby
incorporated by reference.
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) and (b) 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.
(a) The Company's annual report on Form 10-K for the year ended
December 31, 2002 and filed with the Commission on February
24, 2003.
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(b) The Company's reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003, filed with the Commission on
May 6, 2003 and July 31, 2003, respectively.
(c) The Company's current reports on Form 8-K filed with the
Commission on February 11, 2003, February 26, 2003, May 5,
2003 and July 30, 2003.
(d) The description of Common Stock contained in the Company's
registration statement on Form 8-A filed with the Commission
on July 11, 1996, effective July 19, 1996, incorporated by
reference to the Company's registration statement under the
Securities Act of 1933 on Form S-1, file number 333-4332,
effective July 18, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Refer to response to Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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 Company's 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 Company's
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 individual's 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.
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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 Amended and Restated FBL Financial Group, Inc. 1996 Class A
Common Stock Compensation Plan, containing all amendments
adopted through May 14, 2002, incorporated by reference to
Exhibit 4.1 to the Company's post-effective amendment to Form
S-8, File No. 333-17007, 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
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's 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.
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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 Denver, State of Colorado, on August 20, 2003.
FBL FINANCIAL GROUP, INC.
/s/ Craig A. Lang
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Craig A. Lang
CHAIRMAN OF THE BOARD
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:
Signature Title Date
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Chief Executive Officer and
Director (Principal
/s/ William J. Oddy Executive Officer) August 20, 2003
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William J. Oddy
Chief Financial Officer
(Principal Financial and
/s/ James W. Noyce Accounting Officer) August 20, 2003
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James W. Noyce
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Director August 20, 2003
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Eric K. Aasmundstad
/s/ Steven L. Baccus Director August 20, 2003
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Steven L. Baccus
/s/ Jerry L. Chicoine Director August 20, 2003
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Jerry L. Chicoine
/s/ Al Christopherson Director August 20, 2003
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Al Christopherson
/s/ John W. Creer Director August 20, 2003
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John W. Creer
/s/ Jerry C. Downin Director August 20, 2003
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Jerry C. Downin
/s/ Kenny J. Evans Director August 20, 2003
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Kenny J. Evans
/s/ Alan L. Foutz Director August 20, 2003
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Alan L. Foutz
/s/ Karen J. Henry Director August 20, 2003
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Karen J. Henry
/s/ Leland J. Hogan Director August 20, 2003
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Leland J. Hogan
/s/ Craig D. Hill Director August 20, 2003
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Craig D. Hill
/s/ Richard G. Kjerstad Director August 20, 2003
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Richard G. Kjerstad
/s/ G. Steven Kouplen Director August 20, 2003
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G. Steven Kouplen
/s/ Craig A. Lang Director August 20, 2003
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Craig A. Lang
/s/ David L. McClure Director August 20, 2003
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David L. McClure
/s/ Keith R. Olsen Director August 20, 2003
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Keith R. Olsen
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/s/ Howard D. Poulson Director August 20, 2003
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Howard D. Poulson
/s/ Frank S. Priestly Director August 20, 2003
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Frank S. Priestly
/s/ John E. Walker Director August 20, 2003
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John E. Walker
/s/ Michael S. White Director August 20, 2003
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Michael S. White
EXHIBIT INDEX
Exhibit
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4.1 Amended and Restated FBL Financial Group, Inc. 1996 Class A
Common Stock Compensation Plan, containing all amendments
adopted through May 14, 2002, incorporated by reference to
Exhibit 4.1 to the Company's post-effective amendment to Form
S-8, File No. 333-17007, 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).
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