SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ UNITED FIRE & CASUALTY COMPANY ----------------------------------------------------------- (Exact name of registrant as specified in its certificate) IOWA 42-0644327 --------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 118 SECOND AVENUE, SE, CEDAR RAPIDS, IOWA 52407 ----------------------------------------------- (Address of Principal Executive Offices) UNITED FIRE & CASUALTY COMPANY NONQUALIFIED EMPLOYEE STOCK OPTION PLAN ---------------------------------------------------------------------- (Full title of the plan) JOHN A. RIFE, PRESIDENT 118 SECOND AVENUE, SE CEDAR RAPIDS, IA 52407 --------------------------------------- (Name and address of agent for service) (319) 399-5700 ------------------------------------------------------------ (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 ------------------------------ (Recipient of copies) CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------- 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) - ----------------------------------------------------------------------------------------- Common Stock, par value $3.33 1/3 500,000 $33.625 $16,812,500 $5,095 - ----------------------------------------------------------------------------------------- (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 Registrant's Common Stock as reported on September 4, 1998 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, 1997; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; The Registrant's Form 8-K filed with the Securities Exchange Commission on June 30, 1998; (c) Not applicable as the class of securities to be offered is not registered under Section 12 of the Exchange Act. 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 Registrant 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. -2- 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. 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 Bradley & Riley, P.C. has given its opinion upon the validity of the securities begin registered. Mr. Byron G. Riley is an attorney and a shareholder of Bradley & Riley, P.C. He is a director of the Registrant. 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 Registrant 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 Registrant 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. -3- Item 8. EXHIBITS Exhibit Number Description 4.1 Articles of Incorporation of the Registrant (Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-42895), and incorporated herein by reference) 4.2 Bylaws of the Registrant (Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (File No. 333-42895), and incorporated herein by reference) 4.3 United Fire & Casualty Company Employee Stock Option Plan 5.1 Opinion Re Legality of Shares to be Issued and Consent 15.1 Letter Re Unaudited Interim Financial Information 23.1 Consent of Arthur Andersen, LLP. 23.2 Consent of Bradley & Riley, P.C. (Contained in the Opinion filed as Exhibit 5.1) 24.1 Power of Attorney (Contained on signature pages) 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 -4- 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, 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. -5- 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 Cedar Rapids, Iowa, on August 21 ,1998. UNITED FIRE & CASUALTY COMPANY By /s/ J. Scott McIntyre, Jr. ----------------------------------------- J. SCOTT McINTYRE, JR., Chairman of the Board By /s/ John A. Rife ----------------------------------------- JOHN A. RIFE, President By /s/ Kent G. Baker ----------------------------------------- KENT G. BAKER, Vice President, Chief Financial Officer and Principal Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JOHN A. RIFE and J. SCOTT McINTYRE, JR., jointly and severally, each in his own capacity, as true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 - --------- ----- ---- /s/ J. Scott McIntyre Chairman of the Board August 21, 1998 - --------------------------- J. SCOTT McINTYRE, JR. /s/ John A. Rife President August 21, 1998 - --------------------------- JOHN A. RIFE /s/ Kent G. Baker Vice President, Chief August 21, 1998 - --------------------------- Financial Officer and KENT G. BAKER Principal Accounting Officer /s/ Robert J. Bevenour Director August 21, 1998 - --------------------------- ROBERT J. BEVENOUR /s/ Byron G. Riley Director August 21, 1998 - --------------------------- BYRON G. RILEY /s/ James T. Brophy Director August 21, 1998 - --------------------------- JAMES T. BROPHY /s/ Christopher R. Drahozal Director August 21, 1998 - --------------------------- CHRISTOPHER R. DRAHOZAL /s/ Roy L. Ewen Director August 21, 1998 - --------------------------- ROY L. EWEN /s/ Casey D. Mahon Director August 21, 1998 - --------------------------- CASEY D. MAHON /s/ Leonard J. Marshall Director August 21, 1998 - --------------------------- LEONARD J. MARSHALL /s/ Thomas K. Marshall Director August 21, 1998 - --------------------------- THOMAS K. MARSHALL /s/ Jack Evans Director August 21, 1998 - --------------------------- JACK EVANS EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 4.1 Articles of Incorporation of the Registrant (Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-42895), and incorporated herein by reference) 4.2 Bylaws of the Registrant (Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (File No. 333-42895), and incorporated herein by reference) 4.3 United Fire & Casualty Company Employee Stock Option Plan 5 Opinion re Legality of Shares Being Issued and Consent 15 Letter Re Unaudited Interim Financial Information 23.1 Consent of Arthur Andersen, LLP. 23.2 Consent of Bradley & Riley, P.C. (Contained in the Opinion filed as Exhibit 5.1) 24 Power of Attorney (Contained on signature pages)