SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED FIRE & CASUALTY COMPANY
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(Exact name of registrant as specified in its certificate)
IOWA 42-0644327
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
118 SECOND AVENUE, SE, CEDAR RAPIDS, IOWA 52407
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(Address of Principal Executive Offices)
UNITED FIRE & CASUALTY COMPANY EMPLOYEES STOCK PURCHASE PLAN
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(Full title of the plan)
JOHN A. RIFE, PRESIDENT
118 SECOND AVENUE, SE
CEDAR RAPIDS, IA 52407
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(Name and address of agent for service)
(319) 399-5700
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(Telephone number, including area code, of agent for service)
MICHAEL K. DENNEY, ESQ.
BRADLEY & RILEY, P. C.
100 FIRST STREET, SW
CEDAR RAPIDS, IOWA 52404
(319) 363-0101
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(Recipient of copies)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per unit(1) offering price(1) fee(1)
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Common Stock,
par value $3.33 1/3 180,000 $45 5/8 $8,212,500 $2,488.64
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), on the basis of the average of the bid
and asked price for shares of the Company's Common Stock as reported on
December 15, 1997 on the NASDAQ National Market System. Registration
Fee is further calculated based on a 1/33 of 1% fee, as required by
Section 6(b) of the Securities Act.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. In accordance with the instructions to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
United Fire & Casualty Company (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents filed
by it with the Commission:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997;
(c) Not applicable.
In addition, all reports and other documents filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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 this Registration Statement and to be a part hereof from the
date of filing of such reports or documents.
Item 4. DESCRIPTION OF SECURITIES
The Company is authorized to issue 20,000,000 shares of Common Stock,
par value $3.33 1/3 per share.
The holders of shares of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors from funds
legally available for the payment of dividends. Upon liquidation, the
holders of Common Stock are entitled to share on a pro rata basis the net
assets after payment of any amounts due to creditors.
Each share of Common Stock has one vote on all matters submitted to a
vote of the stockholders. Holders of shares of Common Stock have no
cumulative voting rights and are not entitled as a matter of right to any
preemptive or subscriptive rights.
Directors are divided into three classes. Each year the terms of the
members of a different class of directors expire and directors for that
class are elected to three-year terms.
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A stockholder or group of stockholders, jointly or severally, of not
less than one-fifth but less than a majority of the outstanding shares of
Common Stock may nominate and elect that number of directors, ignoring
fractions, which bears the same ratio to the number of directors to be
elected as the number of shares of Common Stock held by such stockholders
bears to the total shares of Common Stock outstanding, but the total number
of directors so elected by minority stockholders may not exceed one less
than a majority of the aggregate number of directors to be elected. Unless
minority common stockholders exercise their right to nominate and elect a
proportionate number of directors as described above, the holders of a
majority of the outstanding shares of Common Stock voting in any election
of directors at which a quorum is present can elect all of the directors.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification by the Registrant of each of its directors to the fullest
extent permitted by the Iowa Business Corporation Act (the "Act") for
liability of such director arising by reason of his or her status as a
director of the Registrant. The Articles of Incorporation of the
Registrant and the Act provide that a director shall not be personally
liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law, (iii) for any transaction from which the
director derived an improper personal benefit, or (iv) for liability for an
unlawful distribution under Section 490.833 of the Act.
Under the Act, a corporation is required to indemnify a director who
is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the director is or was
a director of the corporation against reasonable expenses incurred by the
director in connection with the proceeding.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
4.1 Articles of Incorporation of the Registrant
4.2 Bylaws of the Registrant
4.3 United Fire & Casualty Company Employees Stock Purchase Plan
15.1 Letter Re Unaudited Interim Financial Information
23.1 Consent of Arthur Andersen, LLP.
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Item 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference 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.
(b) 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
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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,
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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, 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 Cedar Rapids, Iowa, on December 17, 1997.
UNITED FIRE & CASUALTY COMPANY
By /s/ J. SCOTT McINTYRE, JR.
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J. SCOTT McINTYRE, JR., Chairman
of the Board
By /s/ JOHN A. RIFE
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JOHN A. RIFE, President
By /s/ KENT G. BAKER
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KENT G. BAKER, Vice President,
Chief Financial Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ J. SCOTT McINTYRE, JR.
- -------------------------- Chairman of the Board DECEMBER 12, 1997
J. SCOTT McINTYRE, JR.
/s/ JOHN A. RIFE
- ----------------------- President DECEMBER 17, 1997
JOHN A. RIFE
/s/ KENT G. BAKER
- ----------------------- Vice President, Chief DECEMBER 17, 1997
KENT G. BAKER Financial Officer and
Principal Accounting
Officer
/s/ ROBERT J. BEVENOUR
- ----------------------- Director DECEMBER 16, 1997
ROBERT J. BEVENOUR
/s/ BYRON G. RILEY
- ----------------------- Director DECEMBER 12, 1997
BYRON G. RILEY
- ----------------------- Director ___________, 1997
JAMES T. BROPHY
/s/ CHRISTOPHER R. DRAHOZAL
- ---------------------------- Director DECEMBER 19, 1997
CHRISTOPHER R. DRAHOZAL
- ----------------------- Director ___________, 1997
ROY L. EWEN
/s/ CASEY D. MAHON
- ----------------------- Director DECEMBER 15, 1997
CASEY D. MAHON
- ----------------------- Director ___________, 1997
LEONARD J. MARSHALL
- ----------------------- Director ___________, 1997
THOMAS K. MARSHALL
/s/ JACK EVANS
- ----------------------- Director DECEMBER 17, 1997
JACK EVANS
EXHIBIT INDEX
Exhibit Number Description Page
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4.1 Articles of Incorporation of the Registrant
4.2 Bylaws of the Registrant
4.3 United Fire & Casualty Company Employees
Stock Purchase Plan
15.1 Letter Re Unaudited Interim Financial Information
23.1 Consent of Arthur Andersen, LLP.