Registration No. 333-08567
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 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)
FARM BUREAU 401(k) SAVINGS PLAN (FORMERLY,
IOWA FARM BUREAU AND AFFILIATED COMPANIES 401(k) SAVINGS 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:
Donald J. Brown
Financial Center, 666 Walnut Street, Suite 2500, Des Moines, Iowa 50309-3393
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(Name and address)
515-288-2500
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(Telephone number)
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate Registration
to be registered registered price per share(1) offering price Fee
=====================================================================================================
Class A Common 500,000 shares $21.3125 $10,656.250 $2,962.44
Stock of FBL ------------------ ----------------- -----------
Financial Group,
Inc.(2)
=====================================================================================================
- ---------------------
(1) Average of the high and low prices reported by the New York Stock Exchange
on February 1, 1999.
(2) This registration statement also relates to an indeterminate number of
interests in Farm Bureau 401(k) Savings Plan, in which FBL Financial Group,
Inc., is a participating employer, with respect to the rights of participants to
direct investment in shares of Class A Common Stock of FBL Financial Group, Inc.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The purpose of this Registration Statement is to register Class A
Common Stock of FBL Financial Group, Inc. and participations in the Farm Bureau
401(k) Savings Plan (the "Plan"), permitting employees to direct the investment
of their accounts in Class A Common Stock of FBL Financial Group, Inc. (the
"Company"). 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) through (c) below are incorporated by
reference in the registration statement. All documents subsequently filed by the
Company and by the Plan 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 report on Form 10-K for the year ended
December 31, 1997 and filed with the Commission on March
18, 1998, as amended by Form 10-KA filed April 6, 1998.
The Plan's report on Form 11-K for the year ended
December 31, 1997 and filed with the Commission on June
28, 1998.
(b) The Company's reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30,
1998.
(c) The description of Common Stock contained in the
Company's registration statement filed with the
Commission on Form 8-A under Section 12 of the Exchange
Act, 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.
Incorporated by reference to Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
2
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 for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any transaction in which the director derived an improper
personal benefit, or (iv) under the Iowa Business Corporation Act provisions
relating to improper distributions.
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 Adoption Agreement #005,
dated December 30, 1997.
4.2 Nyemaster, Goode, McLaughlin, Voights, West, Hansell &
O'Brien, P.C., Defined Contribution Prototype Plan.
5.1 Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C.,
Des Moines, Iowa, regarding the legality of the shares
being registered.
3
The Company will submit the Plan to the Internal Revenue
Service in a timely manner 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.
23.1 Consent of Ernst & Young LLP, dated February 2, 1999.
23.2 Consent of Davis, Brown, Koehn, Shors & Roberts, P.C.
(contained in opinion filed as Exhibit 5.1).
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.
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.
SIGNATURES
4
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 February 2, 1999.
FBL FINANCIAL GROUP, INC.
/s/ Edward M. Wiederstein
-------------------------
Edward M. Wiederstein
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
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
- --------- ----- ----
Chief Executive Officer and
/s/ Thomas R. Gibson Director (Principal Executive
- ------------------------- Officer) February 2, 1999
Thomas R. Gibson
Chief Financial Officer
/s/ James W. Noyce (Principal Financial and
- ------------------------- Accounting Officer) February 2, 1999
James W. Noyce
5
/s/ Edward M. Wiederstein Chairman of the Board and
- ------------------------- Director February 2, 1999
Edward M. Wiederstein
/s/ Richard D. Harris Senior Vice President, Secretary,
- ------------------------- Treasurer and Director February 2, 1999
Richard D. Harris
/s/ Stephen M. Morain Senior Vice President,
- ------------------------- General Counsel and Director February 2, 1999
Stephen M. Morain
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
- --------- ----- ----
First Vice Chair
* and Director
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Roger Bill Mitchell
* Director
- -------------------
Jerry L. Chicoine
* Director
- -------------------
Al Christopherson
* Director
- -------------------
John W. Creer
* Director
- -------------------
Kenny J. Evans
* Director
- -------------------
Gary Hall
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* Second Vice Chair
- ------------------- and Director
Karen J. Henry
* Director
- -------------------
Richard Kjerstad
* Director
- -------------------
David L. McClure
* Director
- -------------------
Bryce P. Neidig
* Director
- -------------------
Howard D. Poulson
* Director
- -------------------
John J. Van Sweden
* Director
- -------------------
John E. Walker
*By: /s/ Stephen M. Morain February 2, 1999
-----------------
Stephen M. Morain
Attorney-in-Fact
Director February __, 1999
- ------------------
Kenneth R. Ashby
Director February __, 1999
- ------------------
Jack M. Givens
Director February __, 1999
- ------------------
James K. Harmon
Director February __, 1999
- ------------------
Frank S. Priestley
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the Plan) duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 2nd day of February, 1999.
/s/ Edward M. Wiederstein
---------------------------------------------
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Edward M. Wiederstein, Trustee
/s/ Richard D. Harris
---------------------------------------------
Richard D. Harris, Trustee
FARM BUREAU 401(k) SAVINGS PLAN
By: Iowa Farm Bureau Federation
(Administrator of the Plan)
By: /s/ Edward M. Wiederstein
-----------------------------------------
Edward M. Wiederstein, President
By: /s/ Richard D. Harris
-----------------------------------------
Richard D. Harris, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Page Number
- ------- -----------
4.1 Farm Bureau 401(k) Savings Plan Adoption
Agreement #005 dated December 30, 1997
4.2 Nyemaster, Goode, McLaughlin, Voights, West,
Hansell & O'Brien, P.C., Defined Contribution
Prototype Plan
5.1 Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C.,
regarding the legality of the shares being registered.
23.1 Consent of Ernst & Young LLP dated February 2, 1999.
23.2 Consent of Davis, Brown, Koehn, Shors & Roberts, P.C.
(contained in opinion filed as part of 5.1).
9