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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.
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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
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/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
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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.
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EXHIBIT 4.1
ARTICLES OF INCORPORATION OF UNITED FIRE & CASUALTY COMPANY
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THIRD AMENDED AND SUBSTITUTED
ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
ARTICLE I
NAME
The name of this corporation shall be UNITED FIRE & CASUALTY COMPANY.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The principal place of business of this corporation shall be at Cedar
Rapids, in the County of Linn, State of Iowa.
ARTICLE III
CORPORATE PERIOD
The corporate period of this corporation began on the date of the issuance
of a Certificate of Incorporation, to-wit: January 2, 1946. It shall have
perpetual existence from said date unless and until dissolved by the vote of
two-thirds (2/3) of the voting stock outstanding and entitled to vote at any
annual meeting of the Stockholders or at any special meeting called for that
Purpose.
ARTICLE IV
OBJECTS, PURPOSES, AND GENERAL
NATURE OF BUSINESS
SECTION 1. GENERAL NATURE OF BUSINESS. The general nature of the business
of this corporation shall be that of insurance and reinsurance business on the
stock plan, and it shall operate as a stock company as authorized by Chapter 515
of the Code of Iowa, 1977, as amended, with all the rights, powers and
privileges granted by Chapter 515 or Chapter 491 of the Code of Iowa, 1977, as
amended, or which may now or hereafter be conferred upon such corporations by
law.
SECTION 2. OBJECTS AND PURPOSES. Without in any manner limiting the
rights, powers and privileges conferred by law, the objects and purposes of this
corporation shall be that of conducting and carrying on insurance and
reinsurance business of the kinds specified in Section 515.48 of the Code of
Iowa, 1977, as heretofore or hereafter amended, and the insuring of any
additional risk not specifically included within any of the classes specifically
described in said Section and which is a proper subject of insurance, is not
prohibited by law, or contrary to sound public policy and which is approved by
the Iowa Commissioner of Insurance in the manner as provided in said Section,
provided, however, that the authority of this corporation to insure certain
risks specified in Section 515.48, Code of Iowa, 1977, as amended, is limited in
the respects provided in Section 515.49 of said Code.
ARTICLE V
CAPITAL STOCK
SECTION 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
corporation is Six Million Six Hundred Sixty-six Thousand Six Hundred Sixty-six
Dollars and Two-thirds Cents divided into
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two million (2,000,000) shares of Common Stock of the par value of Three
Dollars Thirty-three and One-third Cents per share, of which authorized
shares there are presently issued and outstanding eight hundred forty-seven
thousand six hundred sixty-five (847,665) shares.
SECTION 2. PREEMPTIVE RIGHTS DENIED. No holder of the Common Stock shall
be entitled as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration.
SECTION 3. VOTING RIGHTS. Each share of Common Stock shall entitle the
holder thereof to one vote upon all matters as to which a vote of the
Stockholders is to be taken at any annual or special meeting of Stockholders.
SECTION 4. CLOSING TRANSFER BOOKS -- RECORD DATE. For the purpose of
determining Stockholders entitled to notice of, or to vote at, any meeting of
Stockholders, or any adjournment thereof, or entitled to receive payment of any
dividends, or in order to make a determination of Stockholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period, not exceeding fifty (50) days. If the stock
transfer books shall be closed for such purpose, such books shall be closed for
at least ten (10) days immediately preceding such meeting.
For the purpose of determining stockholders entitled to vote at a meeting
of stockholders or to receive dividends or for other proper purposes, the Bylaws
may provide or, in the absence of an applicable Bylaw, the Directors may fix, in
lieu of the closing of the stock transfer books, the record date for any such
determination of stockholders, which record date shall be, in any case, not more
than fifty (50) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date upon which the particular action requiring such
determination of stockholders is to be taken. If the stock record books are not
closed and no record date is fixed, the record date shall be the date ten (10)
days after the mailing of the notice of the stockholders meeting or after the
declaration of the dividend, as the case may be. When a determination of
Stockholders entitled to vote at any meeting of Stockholders has been made as
herein provided, such determination shall apply to any adjournment thereof.
SECTION 5. DIVIDENDS. Out of any earned surplus or net profits or other
fund legally available for the declaration of dividends of this corporation
after making such provision, if any, as the Board of Directors may deem
necessary for working capital, dividends may be declared and paid upon Common
Stock, share and share alike.
SECTION 6. QUORUM. A majority of the Common Stock outstanding represented
in person or by written proxy shall constitute a quorum for the transaction of
business.
SECTION 7. TRANSFER OF STOCK. All shares of stock shall be transferable
but only by assignment in writing, and such assignment shall not be complete as
against the corporation until entered upon the records of the corporation.
SECTION 8. ISSUANCE ONLY FOR CASH OR PROPERTY. No stock shall be issued
until the corporation has received the payment in full therefor in cash or
property, provided, however, that when stock is to be issued for anything other
than money such issue of stock must be approved by the Insurance Commissioner of
the State of Iowa, as provided in Sections 492.6 and 492.7 of the Code of Iowa,
1977. Without action by or consent of the Stockholders, the Board of Directors
may issue all or so
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much of the authorized Common Stock for such consideration as it shall
determine, but not less than par value thereof, and any and all such stock so
issued, when the consideration therefor as so fixed by said Board has been
fully paid or delivered, shall be fully paid stock and not liable to any
further call or assessment.
SECTION 9. INCREASE OF CAPITAL. Subject to the limitations and
restrictions hereinbefore provided for, the capital stock hereby authorized may
be increased by a vote of two-thirds (2/3) of the Common Stock of the
corporation then issued and outstanding.
ARTICLE VI
STOCKHOLDERS' MEETINGS
SECTION 1. ELECTION AND COMPOSITION OF BOARD OF DIRECTORS.
(a) ELECTION BY SHAREHOLDERS. The business and affairs of this
corporation shall be conducted by a Board of Directors consisting of not less
than nine (9) nor more than fifteen (15) members, to be elected by the
stockholders in the manner hereinafter provided.
(b) NUMBER FIXED BY BOARD. At least fifteen (15) days prior to each
annual meeting of the stockholders the Board of Directors shall fix the number
of directors which shall comprise the Board of Directors for the ensuing year
and give notice thereof to stockholders. If the number of directors of the
class to be elected by the stockholders at the meeting following the fixing of
such number by the Board is increased over the number of such class elected at
the last election of such class by the shareholders, then each other class of
directors shall be increased by the same number and the additional directors of
each such other class shall be elected by the Board to hold office from the time
of the stockholders annual meeting until the expiration of the term of the class
to which they are elected. If the Board of Directors fails to fix the number of
directors which shall comprise the Board of Directors for the ensuing year or
fails to give the notice herein prescribed to the stockholders, then the number
of directors to be elected at the next annual meeting to comprise the class to
be elected at such meeting shall be the same number of directors that was
elected at the last prior election of such class.
(c) CLASSES OF DIRECTORS. The Board of Directors shall be divided into
classes to be designated Class A, Class B and Class C respectively. At the
first election to be held immediately following the adoption of these Articles
and their becoming effective four (4) Class A Directors shall be elected for a
term of three (3) years, three (3) Class B Directors for a term of two (2)
years, and three (3) Class C Directors for a term of one (1) year. In
nominating directors for election at such first election, the nominees shall be
designated as to class. After such first annual election only one class shall
be elected at each annual meeting of stockholders, each class to be elected for
a term of three years.
(d) PROPORTIONATE REPRESENTATION. The holder or holders, jointly or
severally, of not less than one-fifth but less than a majority of the shares of
the Common Stock of the corporation shall be entitled to nominate Directors for
election at the annual Stockholders meeting. In the event such nomination is
made there shall be elected, to the extent that the total number to be elected
by Common Stockholders is divisible, such proportionate number from the persons
so nominated as the shares of stock held by persons making such nominations bear
to the whole number of shares issued; provided, the holder or holders of the
minority shares of stock shall only be shall be held on year unless such meeting
shall be entitled to one-fifth (disregarding fractions) of the total number of
Directors to be elected by the Common Stockholders for each one-fifth of the
entire capital stock of such corporation
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so held by them; and provided further that this Section shall not be
construed to prevent the holders of a majority of the stock of the
corporation from electing the majority of the Directors to be elected by the
Common Stockholders.
(e) VACANCIES. Vacancies in the Board of Directors occurring between
annual meetings may be filled by the Board of Directors for the remainder of the
unexpired term of the Director whose office is vacated.
SECTION 2. STOCKHOLDERS' MEETINGS.
(a) ANNUAL MEETINGS. The annual meeting of the Stockholders shall be held
on the third Wednesday in the month of May in each year unless such day shall be
a legal holiday, in which case said meeting shall be held on the day following.
(b) SPECIAL MEETINGS. Special meetings of the Stockholders may be called
at any time by the President upon giving notice as herein provided, and shall be
called by him upon the written request of Stockholders representing at least
fifty-one percent (51%) of the total Common Stock outstanding. In the event of
the President's failure or refusal to issue a call upon such request, the
Stockholders representing at least fifty-one percent (51%) of the total stock
outstanding may join in issuing a call to Stockholders for a special meeting.
(c) NOTICES AND CALLS OF REGULAR AND SPECIAL MEETINGS. All calls or
requests for regular or special Stockholders' meetings shall state what business
is to be presented at the meeting, shall be in writing, and shall be made by the
President of the corporation or under the signature of the owners of at least
fifty-one percent (51%) of the total stock outstanding, giving ten (10) days
written notice in person or by United States mail addressed to the Stockholders
of record, which notice shall be considered given when addressed and mailed to
the addressee at the address, as shown by the records of the corporation, of the
person, firm or corporation appearing of record as a Stockholder.
SECTION 3. PLACE OF MEETINGS. All meetings of the Stockholders shall be
held at the office of the corporation in Cedar Rapids, Iowa.
SECTION 4. AMENDMENTS CHANGING SECTION 1 OF THIS ARTICLE VI. Any
amendment changing any of the provisions of Section 1 of this Article VI shall
require the affirmative vote of two-thirds (2/3) of the Common Stock of the
corporation issued and outstanding.
ARTICLE VII
BOARD OF DIRECTORS AND OFFICERS
SECTION 1. TERM OF OFFICE OF MEMBERS OF BOARD. The Directors elected by
the Stockholders or Directors appointed to fill a vacancy shall serve until
their successors have been elected and qualify.
SECTION 2. OFFICERS. The Board of Directors shall meet annually
immediately following the annual meeting of the Stockholders. The Board of
Directors shall elect a President, one or more Vice Presidents, a Secretary, and
a Treasurer, and such other officials, including an Executive Committee, as they
may determine or as may be provided by the Bylaws of this corporation. Any
person may hold one or more offices at the same time. No officer of the
corporation need be a Stockholder or a Director except the President.
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SECTION 3. DIRECTOR'S QUALIFICATION. Every Director shall be a
Stockholder, and if any Director shall sell or transfer his stock in this
corporation, such Director shall at once cease to be a Director.
SECTION 4. SPECIAL POWERS OF BOARD. The Board of Directors may adopt,
alter or repeal the Bylaws of the corporation and may generally do any act or
thing deemed necessary for the conduct and management of the business of the
corporation, subject only to the limitations imposed by law or by these
Articles, including, without being limited thereto, the power to qualify the
corporation for the transaction of business anywhere in the United States and
Canada if it shall conclude that it is to the best interests of the corporation
to do so, and shall be authorized to take whatever action may be necessary in
the premises, and in the event an Executive Committee is elected, said Board may
vest said Executive Committee with the right to exercise any or all of the
powers of Directors when the said Board is not in session, excepting the power
to adopt, amend or alter Bylaws or fill vacancies on the Board of Directors or
officers.
SECTION 5. QUORUM OF BOARD. A majority of the Board of Directors shall
constitute a quorum for the transaction of business.
SECTION 6. GENERAL POWERS OF OFFICERS. The officers elected by the Board
of Directors shall have such power, perform such duties and shall be entitled to
such compensation as may be prescribed by the Board of Directors, and the Board
shall have the right to remove any officer with or without cause and to fill
vacancies in office by a majority vote at a Directors' meeting.
SECTION 7. PRESENT DIRECTORS. The following persons were duly elected as
Directors of the corporation at the last annual meeting of the Stockholders,
they are now serving as such, and their terms of office will continue until
their successors have been elected and have qualified, to-wit:
Scott McIntyre, Jr. Lyman T. Evans
Balz Kamm, Jr. C. J. Lynch
Theodore H. Lundt R. W. Courson
Roy L. Ewen Gerald D. Seidl
James T. Brophy W. H. Horner
SECTION 8. PRESENT OFFICERS. At the last annual meeting of the Board of
Directors the following persons were elected to the offices set opposite their
respective names, which offices they now hold pursuant to their said election
and qualification:
Scott McIntyre, Jr. President and Treasurer
Wallace H. Horner Vice President - Claims
Roy L. Ewen Vice President - Underwriting
Richard J. Ehlinger Vice President - Surety & Fidelity
Harold A. Hagen Vice President - Marketing
Glen H. Smith, Jr. Secretary
Maynard L. Hansen Assistant Secretary
John R. Cruise Assistant Secretary
SECTION 9. INDEMNIFICATION OF OFFICER. The corporation shall indemnify
its officers and Directors against expenses actually and necessarily incurred in
connection with the defense of any action, suit or proceedings. in which such
officer or Director is made a party by reason of his having been or being an
officer or Director of the corporation, except in relation to matters as to
which he shall be adjudged in such action, suit or proceedings to be liable for
misfeasance in the performance of his
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duties as such officer or Director; such right of indemnification shall not
be deemed exclusive of any other right to which he may be entitled under any
Bylaw, agreement, action of Directors, or otherwise.
ARTICLE VIII
STOCKHOLDER'S PRIVATE PROPERTY EXEMPT
FROM CORPORATE DEBTS
The private property of the Stockholders of this corporation shall not be
liable for corporate debts and this Article shall not be amended or changed
except by the unanimous consent of all the Stockholders of the corporation in
writing.
ARTICLE IX
EXECUTION OF WRITTEN INSTRUMENTS
All deeds, mortgages, conveyances and contracts relating to real property
of the corporation shall be signed on behalf of this corporation by its
President, or one of its Vice Presidents, and countersigned by its Secretary, or
one of its Assistant Secretaries. All notes, bonds, stock certificates, or
other contracts or evidences of indebtedness and all releases and assignments
shall be signed by the President, or one of its Vice Presidents, and
countersigned by its Secretary, or one of its Assistant Secretaries. All
releases of mortgage liens, liens, judgments or other claims that are required
by law to be made of record shall-be executed on behalf of the corporation by
the President, or any one of its Vice Presidents, or the Secretary, or Treasurer
of the corporation.
ARTICLE X
CORPORATE SEAL
This corporation shall have a corporate seal upon which shall be inscribed
"UNITED FIRE & CASUALTY COMPANY, CEDAR RAPIDS, IOWA, CORPORATE SEAL."
ARTICLE XI
MERGER, CONSOLIDATION OR SALE OF ALL ASSETS
The affirmative vote of two-thirds (2/3) of all outstanding shares of this
corporation shall be required to approve any plan of merger, consolidation, or
sale or exchange of all or substantially all of the assets of this corporation.
If any shares of this corporation are held by or for any corporation with which
this corporation is to be merged or consolidated or to which the assets are to
be sold or exchanged, or by any person, firm, or corporation in control of or
controlled by any such corporation, then the favorable vote of two-thirds (2/3)
of all other shares shall be required to approve such plan.
ARTICLE XII
AMENDMENTS
Except as otherwise provided herein or by law these Articles may be
amended at any annual meeting of the Stockholders or special meeting of
Stockholders called or that purpose by a vote of two-thirds (2/3) of the shares
of the corporation issued and outstanding.
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the Stockholders at
the above named meeting, we,
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the President and Secretary of said corporation, have executed this
instrument and do sign and acknowledge the same for and on behalf of said
corporation this 31st day of May, 1978.
/s/ Scott McIntyre, Jr.
-------------------------------------------------
President
/s/ Glen H. Smith, Jr.
-------------------------------------------------
Secretary
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 31st day of May, 1978, before me, the undersigned,
a Notary Public in and for the State of Iowa, personally appeared Scott
McIntyre, Jr., and Glen H. Smith, Jr., each of whom to me is personally known,
and each of whom by me being severally sworn, on oath for himself did say that
Scott McIntyre, Jr., is President and Glen H. Smith, Jr., is Secretary of United
Fire & Casualty Company, and that the Seal affixed to the foregoing instrument
is the seal of said corporation, and that the foregoing Third Amended and
Substituted Articles of Incorporation were signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as President and the said Glen H. Smith, Jr., as
Secretary did severally acknowledge the execution of said instrument to be the
voluntary act and deed of said corporation, by it voluntarily executed.
/s/ Richard J. Ehlinger
-----------------------------------
Notary Public in and for Linn
County, State of Iowa
-7-
<PAGE>
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Glen H. Smith, Jr., do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
17, 1978, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that the Third Amended and Substituted Articles of
Incorporation of United Fire & Casualty Company as approved by the Board of
Directors of this Corporation for action of the stockholders at this meeting be
adopted as the Articles of Incorporation of this corporation.
RESOLVED FURTHER, that the President and Secretary, or either of them, be
and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Third Amended and Substituted
Articles of Incorporation and do all things requisite or necessary to make the
same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
31st day of May, 1978.
/s/ Glen H. Smith, Jr.
-----------------------------------
Secretary
CERTIFICATE OF APPROVAL
The foregoing Third Amended and Substituted Articles of Incorporation of
United Fire & Casualty Company have been examined and found to be in accordance
with the provisions of Chapter 515, Code of Iowa, 1977, the laws of the United
States and the Constitution and laws of the State of Iowa.
Dated this 27th, day of June, 1978.
RICHARD C. TURNER
Attorney General
/s/ Glen H. Smith, Jr.
----------------------------------
BRUCE W. FOUDREE
Assistant Attorney General
-8-
<PAGE>
FIRST AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 19th day of May, 1982, at 10:00 A.M.,
the First Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
----------- --------------- ------------- -------------
1,764,809 1,552,605 1,552,317 87.96
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article V, Section 1. is amended to read: The authorized capital
stock of this Corporation is Sixteen Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-six Dollars and Two-thirds Cents divided
into five million (5,000,000) shares of common stock of the par value
of Three Dollars Thirty-three and one-third Cents per share, of which
authorized shares there are presently issued and outstanding one
million seven hundred sixty-one thousand eight hundred sixty
(1,761,860) shares."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the President and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 27th day of May, 1982.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., President
/s/ Glen H. Smith, Jr.
------------------------------------------
Glen H. Smith, Jr., Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
-9-
<PAGE>
On this 27th day of May, 1982, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Glen
H. Smith, Jr., each of whom to me is personally known, and each of whom by me
being severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
President and Glen H. Smith, Jr., is Secretary of United Fire & Casualty
Company, and that the seal affixed to the foregoing instrument is the seal of
said corporation, and that the foregoing First Amendment to the Third Amended
and Substituted Articles of Incorporation was signed and sealed on behalf of
said corporation pursuant to the action taken by the Stockholders of said
corporation at a meeting of said Stockholders, duly and legally called and held,
and the said Scott McIntyre, Jr., as President and the said Glen H. Smith, Jr.,
as Secretary did severally acknowledge the execution of said instrument to be
the voluntary act and deed of said corporation, by it voluntarily executed.
/s/ Shona Frese
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
-10-
<PAGE>
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Glen H. Smith, Jr., do hereby certify that I am the duly elected
and qualified Secretary and keeper of the records and corporate seal of United
Fire & Casualty Company, a corporation organized and existing under the laws of
the State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
19, 1982, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article V, Section 1 be amended to read:
Section 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
corporation is sixteen million, six hundred sixty-six thousand, six hundred
sixty-six dollars and two-thirds cents divided into five million (5,000,000)
shares of common stock of the par value of three dollars thirty-three and one-
third cents per share of which authorized shares there are presently issued and
outstanding one million, seven hundred sixty-one thousand, eight hundred sixty
(1,761,860) shares.
RESOLVED FURTHER, that the President and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said First Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
27th day of May, 1982.
/s/ Glen H. Smith, Jr.
CERTIFICATE OF APPROVAL
The foregoing First Amendment to the Third Amended and
Substituted Articles of Incorporation of United Fire and
Casualty Company is approved as being in accordance with
Title XX of the Iowa Code, the laws of the United States,
and the Constitution and laws of the state.
Dated this 4th day of June, 1982.
THOMAS J. MILLER
Attorney General
/s/ Fred M. Haskins
------------------------------------------
BY: FRED M. HASKINS
Assistant Attorney General
-11-
<PAGE>
SECOND AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 18th day of May, 1988, at 10:00 A.M.,
the Second Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
------------ -------------- ------------ ------------
3,363,841 3,055,165 3,031,026 90.11%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article VII, Section 9. Indemnification of Directors is amended to
read: A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, 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 a knowing violation of law, (iii)
under Iowa Code Section 496A.44 or 491.41, (iv) for any transaction
from which the director derived an improper personal benefit or (v)
for an act or omission occurring prior to the date when this provision
becomes effective. If the Iowa Business Corporation Act, Iowa Code
Chapter 496A or 491 is amended after approval by the shareholders of
this article to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Iowa Business Corporation Act, as so
amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right
or protection of a director or former director of the corporation for
acts, errors or omissions occurring prior to the date of repeal or
modification."
-12-
<PAGE>
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the President and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 21st day of June, 1988.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., President
/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 21st day of June, 1988, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself/herself did say that Scott McIntyre, Jr.,
is President and Mary D. Schoop is Secretary of United Fire & Casualty Company,
and that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Second Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as President and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ Shona Frese
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
18, 1988, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article VII, Section 9 be amended to read:
Section 9. INDEMNIFICATION OF DIRECTORS. A director of the corporation shall
not be personally liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director,
-13-
<PAGE>
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 a knowing violation of law,
(iii) under Iowa Code Section 496A.44 or 491.41, (iv) for any transaction
from which the director derived an improper personal benefit or (v) for an
act or omission occurring prior to the date when this provision becomes
effective. If the Iowa Business Corporation Act, Iowa Code Chapter 496A or
491 is amended after approval by the shareholders of this article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Iowa
Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director or former director of the corporation for acts, errors
or omissions occurring prior to the date of repeal or modification.
RESOLVED FURTHER, that the President and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Second Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
21st day of June, 1988.
/s/ Mary D. Schoop
------------------------------------------
Secretary
CERTIFICATE OF APPROVAL
The foregoing Second Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company are
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 29th day of June, 1988.
THOMAS J. MILLER
Attorney General
/s/ Fred M. Haskins
------------------------------------------
BY: FRED M. HASKINS
Assistant Attorney General
-14-
<PAGE>
THIRD AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 20th day of May, 1992, at 10:00 A.M.,
the Third Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
----------- --------------- ------------ ------------
3,209,111 2,637,421 2,513,002 78.31%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article V, Section 1. is amended to read: The authorized capital
stock of this Corporation is Sixty-six Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-six Dollars and Two-thirds Cents divided
into twenty million (20,000,000) shares of common stock of the par
value of Three Dollars Thirty-three and one-third Cents per share, of
which authorized shares there are presently issued and outstanding
three million two hundred nine thousand one hundred eleven (3,209,111)
shares."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the Chairman and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 26th day of May, 1992.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., Chairman
/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
-15-
<PAGE>
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 26th day of May, 1992, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
Chairman and Mary D. Schoop, is Secretary of United Fire & Casualty Company, and
that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Third Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as Chairman and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ Lois M. Schuchmann
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
-16-
<PAGE>
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
20, 1992, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article V, Section 1 be amended to read:
Section 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
Corporation is Sixty-six Million Six Hundred Sixty-six Thousand Six Hundred
Sixty-six Dollars and Two-thirds Cents divided into twenty million (20,000,000)
shares of common stock of the par value of Three Dollars Thirty-three and one-
third Cents per share, of which authorized shares there are presently issued and
outstanding three million two hundred nine thousand one hundred eleven
(3,209,111) shares.
RESOLVED FURTHER, that the Chairman and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Third Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
26th day of May, 1992.
/s/ Mary D. Schoop
------------------------------------------
Secretary
UNITED FIRE & CASUALTY COMPANY
CERTIFICATE OF APPROVAL
The foregoing Third Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company is
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 3rd day of June, 1992.
BONNIE J. CAMPBELL
Attorney General of Iowa
By: /s/ Debra West
------------------------------------------
DEBRA WEST
Assistant Attorney General
-17-
<PAGE>
FOURTH AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 19th day of May, 1993, at 10:00 A.M.,
the Fourth Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
------------ -------------- ------------ ------------
4,813,443 4,319,322 4,185, 814 86.96%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT Article VII, Section 9, of the Second Amendment to
the Third Amended and Substituted Articles of Incorporation is deleted
and the following is substituted therefor:
"Article VII, Section 9. Personal Liability - Directors. A director
of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty
as a director, 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 a knowing violation of law, (iii) under Iowa
Code Section 490.833, (iv) for any transaction from which the director
derived an improper personal benefit. If the Iowa Business
Corporation Act, Iowa Code Chapter 490 is amended after approval by
the shareholders of this article to authorize corporate action further
eliminating or limiting the personal liability of the directors, then
the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Iowa Business
Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right
or protection of a director or former director of the corporation for
acts, errors or omissions occurring prior to the date of repeal or
modification."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the Chairman and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 26th day of May, 1993.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., Chairman
-18-
<PAGE>
/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 26th day of May, 1993, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
Chairman and Mary D. Schoop is Secretary of United Fire & Casualty Company, and
that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Fourth Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as Chairman and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ R. D Medroth
----------------------------------------
Notary Public in and for Linn County,
State of Iowa
-19-
<PAGE>
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
19, 1993, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article VII, Section 9, of the Second Amendment
to the Third Amended and Substituted Articles of Incorporation is deleted and
the following is substituted therefor: "Article VII, Section 9. Personal
Liability - Directors. A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, 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 a
knowing violation of law, (iii) under Iowa Code Section 490.833, (iv) for any
transaction from which the director derived an improper personal benefit. If
the Iowa Business Corporation Act, Iowa Code Chapter 490 is amended after
approval by the shareholders of this article to authorize corporate action
further eliminating or limiting the personal liability of the directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Iowa Business Corporation Act, as so
amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director or former director of the corporation for acts, errors
or omissions occurring prior to the date of repeal or modification."
RESOLVED FURTHER, that the Chairman and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Fourth Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
26th day of May, 1993.
/s/ Mary D. Schoop
------------------------------------------
Secretary
UNITED FIRE & CASUALTY COMPANY
-20-
<PAGE>
CERTIFICATE OF APPROVAL
The foregoing Fourth Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company are
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 3rd day of June, 1993.
BONNIE J. CAMPBELL
Attorney General of Iowa
By: /s/ Debra West
-----------------------------
DEBRA WEST
Assistant Attorney General
-21-
<PAGE>
EXHIBIT 4.2
BYLAWS OF UNITED FIRE & CASUALTY COMPANY
<PAGE>
BYLAWS
UNITED FIRE & CASUALTY COMPANY
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING
The annual meeting of the stockholders of this Corporation, for the
election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held on the third Wednesday in the
month of May of each year, provided the Board of Directors of the Corporation
may fix some other date which is within thirty (30) days before or after said
date. If the day designated above or fixed by the Board of Directors is a legal
holiday, the meeting shall be held on the following business day. The hour of
the meeting shall be fixed by the Chairman of the Board of Directors. All
meetings shall be held at the office of the Corporation in Cedar Rapids, Iowa.
SECTION 2. QUORUM
At any meeting of the stockholders of this Corporation a majority of the
common stock outstanding, represented in person or by written proxy, shall
constitute a quorum for the transaction of business.
SECTION 3. ADJOURNMENT
If less than a quorum is in attendance at any meeting, the meeting may be
adjourned by a majority in interest of the stockholders present, in person or by
proxy, from time to time without further notice other than by announcement at
the meeting, until the holders of the amount of stock necessary to constitute a
quorum attend.
SECTION 4. VOTING
Each stockholder shall be entitled to one vote for each share of stock
registered in the stockholder's name at any annual or special meeting of the
stockholders of the Corporation upon all matters of business, including the
election of directors (except as specially provided for minority
representation), which vote may be exercised in person or by written proxy for
each share of stock held by such stockholder. All proxies shall be filed with
the Transfer Agent at least two days prior to the meeting for which said proxy
is given.
SECTION 5. SPECIAL MEETINGS
The Chairman may call a special meeting of the stockholders at any time
upon giving notice as hereinafter provided. Special meetings of the
stockholders shall be called by the Chairman at any time upon the written
request of stockholders representing fifty-one percent (51%) of the total stock
outstanding and, in the event of the failure or refusal of the Chairman to issue
a call upon such request, the stockholders representing fifty-one percent (51%)
of the total stock outstanding may join in issuing a call to the stockholders
for a special meeting.
SECTION 6. NOTICE
All calls or requests for regular or special stockholders' meetings shall
state what business is to be presented at the meeting, shall be in writing and
shall be made by the Chairman or under the signature of the owners of the fifty-
one percent (51%) of the total stock outstanding, giving not less
-1-
<PAGE>
than ten (10) days or more than fifty (50) days written notice in person or
by United States Mail addressed to the stockholders of record, which notice
shall be considered given when addressed and mailed to the address of the
person, firm or corporation as shown by the records of the Corporation.
SECTION 7. ORDER OF BUSINESS
The following order of business shall be observed at all annual and special
meetings of the stockholders so far as practicable, viz: calling the roll;
reading; correction and approval of minutes of the previous meeting; election of
directors; report of officers; unfinished business; new business; adjournment.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER AND CLASSES
The business of this Corporation shall be managed and controlled by a Board
of Directors consisting of not less than nine (9), nor more than fifteen (15),
the number of which shall be fixed by the Board of Directors and notice thereof
given the stockholders at least fifteen (15) days prior to the meeting at which
the election is to be held. The Board of Directors shall be divided into
classes to be designated Class A, Class B and Class C, respectively. After the
first election by classes, each class shall be elected for a term of three
years. Only the class whose term expired in the year of election shall be
elected at the stockholders meeting of that year unless the Board shall
otherwise provide. If the Board of Directors fails to fix the number of
directors which shall comprise the Board of Directors for the ensuing year or
fails to give the notice herein prescribed to the stockholders, then the number
of directors of the class to be elected at the annual meeting shall be the same
as the number elected at the last prior election of such class, subject to
change by the Board in the event minority nominations are made.
SECTION 2. PROPORTIONATE REPRESENTATION
The holder or holders, jointly or severally, of not less than one-fifth but
less than a majority of the shares of the common Stock of the Corporation shall
be entitled to nominate directors for election at the annual stockholders'
meeting. In the event such nomination is made, the number of directors which
the minority stockholders shall be entitled to elect shall be that proportion of
the total number of directors (to the extent such number is divisible) which the
number of shares held by the persons making such nomination bears to the whole
number of shares issued; provided, the holder or holders of the minority shares
of stock shall not be entitled to elect more than one-fifth (disregarding
fractions) of the total number of directors to be elected for each one-fifth of
the entire capital stock of such Corporation so held by them; and provided
further that this section shall not be construed to prevent holders of a
majority of the stock of the Corporation from electing the majority of the
directors. If the term of any director previously elected by minority
stockholders does not expire at the time of an election, the number of directors
which the minority would otherwise be entitled to nominate at such election
shall be reduced by the number of majority directors whose terms do not expire.
If, at any meeting of stockholders at which members of the Board of
Directors are to be elected, minority shareholders hold the number of shares
requisite under the Articles and Bylaws to make nominations, the meeting shall
be recessed to enable the Board to change the previously fixed number of
directors to be elected at the meeting, if the Board deems such a change
necessary to accommodate the right of majority and minority representation on
the Board.
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No stockholder who has voted with the majority for the election of
directors at such meeting or who has given an unrevoked proxy pursuant to a
solicitation by management, which has obtained a majority of stockholder
proxies, shall be regarded as a minority stockholder for purposes of such
election and no stockholder who has been recognized as a minority stockholder
for the purpose of one minority nomination shall be recognized for purpose of
another nomination at the same election.
In case nominations are made by the requisite number of minority
stockholders, the Board shall assign the minority stockholders' nominees to the
classes which to it deems most appropriate to carry out the representative
elective process as set forth in the Articles and these Bylaws.
SECTION 3. MEETINGS
The Board of Directors shall meet at the office of the Corporation, in the
City of Cedar Rapids, Iowa, on the third Wednesday in the month of May of each
year, unless such day be a legal holiday, in which case the meeting shall be
held on the day following, immediately following the annual meeting of the
stockholders. Regular meetings of the directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the directors.
Special meetings of the Board shall be held at the call of the Chairman,
the Vice Chairman, the President in the absence of the Chairman and Vice
Chairman, or the Secretary on the written request of any two directors, by
giving at least two (2) days written notice thereof by ordinary mail to the last
known address of each director.
SECTION 4. QUORUM
A majority of the directors shall constitute a quorum at any regular or
special meeting. If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time until a quorum is obtained and no further notice thereof need be given
other than by announcement at said meeting which shall be so adjourned.
SECTION 5. QUALIFICATIONS: VACANCIES
Every director shall be a stockholder and if any director shall sell or
transfer all of the stockholder's stock in this Corporation so that the director
is no longer a stockholder of the Corporation, such director shall at once cease
to be a director. Any member elected to the Board of Directors for the first
time on or after August 12, 1988 shall submit his or her resignation not later
than the February after said member attains age 70, to take effect not later
than the following annual meeting. The Board of Directors may fill all
vacancies occurring in its membership between annual meetings of the
stockholders or until such time as a successor is duly elected and qualified.
SECTION 6. POWERS: EXECUTIVE COMMITTEE
The Board of Directors may adopt, alter or repeal the Bylaws of the
Corporation and may generally do any act or thing deemed necessary for the
conduct and management of the business of the Corporation, subject only to the
limitation imposed by law or the Articles of Incorporation, and including the
election of an Executive Committee. The Board of Directors may vest said
Executive Committee with the right to exercise any or all of the power to adopt,
amend or alter Bylaws or fill vacancies on the Board of Directors or Officers.
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SECTION 7. COMPENSATION
Compensation of directors, with the exception of the Chairman, shall be
determined by the Board of Directors. The basis of such compensation shall be
an annual stipend plus a fixed amount for attendance at each directors meeting.
With the exception of the annual stipend, no compensation shall be allowed or
paid to any director not in attendance at any meeting. No director shall
receive a fee for services as such if such director draws a salary from the
Corporation as an officer or employee. Other directors qualified to render
special advisory services to the Corporation shall be paid such fees as shall be
determined by the Board of Directors.
Compensation of the Chairman, including the awarding of any bonus and the
amount thereof, shall be determined by the Compensation Committee.
ARTICLE III
OFFICERS
SECTION 1. NUMBER
The Board of Directors shall elect a Chairman, a Vice Chairman, a
President, one or more Vice Presidents, one or more Secretaries, a Treasurer,
and such other officers as it may deem advisable to appoint or elect. Any
person may hold one or more offices at the same time, except that the offices of
Chairman and Secretary cannot be held at the same time by one person. All of
the said officers shall hold their offices by the will of the Board and be
subject to removal by the Board at its pleasure. No officer of the Corporation
need be a stockholder or a director except the Chairman. The officers elected
by the Board of Directors shall have such powers, perform such duties and shall
be entitled to such compensation as may be prescribed by the Board of Directors.
SECTION 2. CHAIRMAN
The Chairman shall preside at all meetings of the shareholders and the
Board of Directors. Except where the signature of the President of the
Corporation is required by law, the Chairman, in the absence of the President,
shall have the same power as the President to sign all certificates, contracts,
and other instruments of the Corporation which may be authorized by the Board of
Directors, and shall have such other powers and duties as the Board of
Directors, from time to time, may authorize.
SECTION 3. VICE CHAIRMAN
The Vice Chairman, in the absence of the Chairman, shall preside at all
meetings of the directors and all meetings of the stockholders and shall perform
such other duties as may from time to time be designated by the Board of
Directors or the Chairman.
SECTION 4. PRESIDENT
The President, in the absence of the Chairman and Vice Chairman, shall
preside at all meetings of the directors and all meetings of the stockholders
and will have general management and control of the business and affairs of the
Corporation while the directors and/or committees are not in session. The
President shall exercise the general supervision of the Corporation and is
authorized to perform all ordinary business transactions of the Corporation,
including the authority to appoint and discharge employees and agents of the
Corporation and fix their compensation and to make and sign contracts and
agreements in the name of the Corporation. The President shall see that the
books,
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statements and certificates required by the statutes under which this
Corporation is organized or other laws applicable thereto are properly made and
filed according to law.
SECTION 5. VICE PRESIDENT
The Vice Presidents, in order of seniority and in the absence of the
Chairman, the Vice Chairman and the President, shall preside at all meetings of
the stockholders and of the Board of Directors, and shall perform such other
duties as may from time to time be designated by the Board of Directors, the
Chairman or the President.
SECTION 6. TREASURER
The Treasurer shall receive and give or cause to be given receipts and
acquittances for moneys paid in an account of the Corporation and advise the
proper officers to pay out of the funds on hand all just debts of the
Corporation of whatever nature upon maturity of the same; shall enter or cause
to be entered in the books of the Corporation to be kept for that purpose full
and accurate accounts of all moneys received and paid out on account of the
Corporation, and, whenever required by the Chairman or the President, the
Treasurer shall render a statement of accounts; and shall keep or cause to be
kept such other books as will show a true record of the expenses, losses, gains,
assets and liabilities of the Corporation.
SECTION 7. SECRETARY
The Secretary shall, upon proper direction, give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by the Bylaws, and in case of the Secretary's absence,
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman, the Vice Chairman, the President or by the
stockholders, upon whose requisition the meeting is called as provided in the
Articles of Incorporation and in these Bylaws. The Secretary shall keep a
record of all the proceedings of the meetings of the stockholders and of the
directors in a book kept for that purpose. The Secretary shall have the custody
of the seal of the Corporation and shall affix the same to instruments requiring
it, when authorized by the directors, the Chairman, or the President and attest
to the same. The Secretary shall perform all of the other duties incident to
the office of Secretary and any other duties as may be assigned by the
directors, the Chairman, or the President.
SECTION 8. EXECUTION OF INSTRUMENTS
All deeds, mortgages, conveyances, and contracts relating to real property
of the Corporation shall be signed on behalf of this Corporation by the
Chairman, the President or one of its Vice Presidents and countersigned by its
Secretary or one of its Assistant Secretaries. All stock certificates, and all
notes, bonds, or other evidences of indebtedness (not including surety bonds)
and all releases and assignments shall be signed by the Chairman, the President
or any one of its Vice Presidents and countersigned by its Secretary or one of
its Assistant Secretaries. Surety bonds may be executed on behalf of this
Corporation by any one of its officers. All release of mortgage liens, liens,
judgments, or other claims that are required by law to be made of record, shall
be executed on behalf of the Corporation by the Chairman, the President, any one
of its Vice Presidents or the Secretary or Treasurer of the Corporation.
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ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK
Certificates of stock, numbered and with the seal of the Corporation
affixed, signed by the Chairman, the President or any one of the Vice
Presidents, and the Secretary or an Assistant Secretary, shall be issued to each
stockholder certifying the number of shares owned by the stockholder in the
Corporation. When such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar the signatures of such officers may be facsimiles.
All such certificates shall bear the corporate seal or a facsimile thereof.
SECTION 2. LOST OR DESTROYED CERTIFICATES
A new certificate of stock may be issued in the place of any certificate
theretofore issued by the Corporation, alleged to have been lost or destroyed,
and the directors may, in their discretion, require the owner of the lost or
destroyed certificate, or the owner's legal representative, to give the
Corporation a bond in such sum as the directors may direct to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate.
SECTION 3. TRANSFERS OF STOCK
The shares of stock of the Corporation shall be transferable only upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other person as the
directors may designate, by whom they shall be canceled, and new certificates
shall thereupon be issued. A record shall be made of each transfer, and
whenever a transfer shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of the transfer.
SECTION 4. CLOSE STOCK TRANSFER BOOKS
The Board of Directors shall have the power to close the stock transfer
books of the Corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not
exceeding fifty days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of capital
stock or to give such consent, and in such case such stockholders only as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
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ARTICLE V
SURETY BONDS AND UNDERTAKINGS
SECTION 1. EXECUTION BY OFFICERS OF THE CORPORATION
The Chairman, the President, any one of the Vice Presidents, or an
Assistant Vice President of Bonds shall have the power to bind the Corporation
upon any and all policies of insurance, bonds, undertakings and other obligatory
instruments by his or her signature and execution thereof attested by the
signature of the Secretary or of an Assistant Secretary (which signatures, in
lieu of an actual signature, may be a facsimile thereof and may be stamped,
printed, or otherwise affixed thereto) and such execution of any such instrument
shall be deemed to be the act of the Corporation.
SECTION 2. APPOINTMENT OF ATTORNEY-IN-FACT
The Chairman, the President, any one of the Vice Presidents, an Assistant
Vice President of Bonds, or any other officer of the Corporation, may, from time
to time, appoint by written certificates attorneys-in-fact to act in behalf of
the Corporation in the execution of policies of insurance, bonds, undertakings
and other obligatory instruments of like nature. The signature of any officer
authorized hereby, and the corporate seal, may be affixed by facsimile to any
power of attorney or special power of attorney or certificate of either
authorized hereby; such signature and seal, when so used, being adopted by the
Corporation as the original signature of such officer and the original seal of
the Corporation, to be valid and binding upon the Corporation with the same
force and effect as though manually affixed. Such attorneys-in-fact, subject to
the limitations set forth in their respective certificates of authority shall
have full power to bind the Corporation by their signature and execution of any
such instruments and to attach the seal of the Corporation thereto. The
Chairman, the President, any one of the Vice Presidents, an Assistant Vice
President of Bonds, the Board of Directors or any other officer of the
Corporation may at any time revoke all power and authority previously given to
any attorney-in-fact.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each and every year.
SECTION 2. CHECKS, DRAFT ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officers or officers' agents or agents of the Corporation in such
manner as shall from time to time be determined by resolution of the Board of
Directors or as herein provided by these Bylaws.
SECTION 3. NOTICE
Whenever any notice is required by these Bylaws to be given, personal
notice is not meant unless expressly so stated; and any notice so required shall
be deemed to be sufficient if given by depositing the same in a post office box
in a sealed postpaid wrapper, addressed to the person entitled thereto at the
person's last known post office address, and such notice shall be deemed to have
been
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given on the day of such mailing. Any notice required to be given under
these Bylaws may be waived by the person entitled thereto. Stockholders not
entitled to vote shall not be entitled to receive notice of any meeting except
as otherwise provided by statute.
SECTION 4. INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law, indemnify
and hold harmless each director and officer now or hereafter serving the
Corporation or any of its subsidiaries, and if the directors adopt a Plan of
Indemnification, the Corporation's indemnification arrangement shall be as
described in that Plan. Such right of indemnification shall not be deemed
exclusive of any other right to which a director or officer may be entitled.
SECTION 5. SEAL
This Corporation shall have a corporate seal upon which shall be inscribed
"United Fire & Casualty Company, Cedar Rapids, Iowa, Corporate Seal".
SECTION 6. TRANSFER AGENT
The Board of Directors shall have the authority to appoint a Transfer
Agent. The Transfer Agent shall have charge of the original stock books,
transfer books and stock ledgers of the Corporation. The Transfer Agent shall
tabulate and inspect the proxies and shall determine the eligibility of any
stockholder to make or vote upon a minority nomination, subject to the oversight
of the Corporate Secretary. If so directed by the Board, the Secretary shall
act as transfer agent for the Corporation. In this event, a proxy committee
appointed by the Chairman shall inspect the proxies and determine the
eligibility of a stockholder to make or vote upon a minority nomination.
SECTION 7. AMENDMENT
Except as otherwise provided in the Iowa Business Corporation Act or as
otherwise provided by action of the shareholders of the Corporation, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any
meeting of the Board of Directors of the Corporation by a majority vote of the
Directors present at the meeting.
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EXHIBIT 4.3
UNITED FIRE & CASUALTY COMPANY
EMPLOYEES STOCK PURCHASE PLAN
<PAGE>
UNITED FIRE & CASUALTY COMPANY
EMPLOYEE STOCK PURCHASE PLAN
DATED NOVEMBER 21, 1997
1. PURPOSE. The purpose of the Employee Stock Purchase Plan
(the "Plan") is to provide the employees of UNITED FIRE & CASUALTY COMPANY
and its subsidiaries (hereinafter called the "Company") with a convenient
way to become shareholders in the Company. It is believed that employee
participation in the ownership of the Company will help to achieve the unity
of purpose essential to the continued growth of the Company and the mutual
benefit of its employees and shareholders.
2. TERMS OF PLAN. The Plan will continue from year to year,
but it may
3. ELIGIBILITY. All employees of the Company are eligible to
participate.
4. PARTICIPATION. Employees who wish to participate in the
Plan shall execute an Election Form to be furnished by the Company electing
to participate in the Plan and authorizing and instructing the Company to
deduct from their pay a specified amount, to be applied to the purchase of
the Company's common stock. Payroll deductions may not be less than Ten
Dollars ($10) per pay period and must be in whole dollar amounts only. The
deduction will be made at each pay period. Payroll deductions may not exceed
Twelve Thousand Dollars ($12,000) in any calendar year. Upon written request
to the Company by the employee, the amount of payroll deduction will be
changed or discontinued. A request to discontinue payroll deduction will not
cause termination of an employee's participation in the Plan unless an
employee elects to terminate participation pursuant to paragraph 14.
Nonparticipating employees may at any time elect to participate in the Plan
by delivering a completed Election Form to the Company. Payroll deductions
will commence with paychecks issued not later than the second pay period
following receipt of the employee's Election Form authorizing payroll
deductions. The purchase of Shares in accordance with the Plan will commence
after remittance of one (1) month's deductions to the bank appointed to act
as the financial agent (hereinafter referred to as the "Custodian Bank").
5. SPECIAL PURCHASES. In addition to payroll deduction,
participants in the Plan may make optional cash payments directly to the
Company for the purchase of stock under the Plan. To make such optional cash
payments, participants must utilize the form provided for that purpose by the
Company. Optional cash payments must be in whole dollar amounts of not less
than Ten Dollars ($10). Cumulative optional cash contributions made during
any calendar year may not exceed Twelve Thousand Dollars ($12,000). The
Company will remit optional cash payments received pursuant to this paragraph
to the Custodian Bank with the next following remittance made pursuant to
paragraph 7.
6. DELIVERY OF FUNDS. All amounts withheld from an employee's
compensation (pursuant to paragraph 4 hereof) or otherwise paid into the Plan
by the employee (pursuant to paragraph 5 hereof) shall be remitted to the
Custodian Bank from time to time but no later than the tenth (10th) day of
each month for the purpose of purchasing stock for the employee's account
pursuant to paragraph 7.
7. PURCHASE OF STOCK. Within thirty (30) days following the
date of each remittance the Custodian Bank will, in a single transaction,
apply all of the funds remitted by the Company to the purchase of the
Company's common shares on the NASDAQ National Market System through an NASD
member firm, at prevailing market prices. Purchases will be made in the name
of the Custodian Bank for each employee's account under the Plan.
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8. SHARE OWNERSHIP; ISSUANCE OF STOCK. The shares of stock
purchased for an employee pursuant to paragraph 7 shall be held by the
Custodian Bank for the employee's account. An employee shall have the right,
upon written request, to have the number of whole shares purchased by such
employee issued in the form of a certificate and any fractional shares paid
in cash.
If the employee terminates participation in the Plan pursuant to
paragraph 14, a stock certificate for the number of whole shares accumulated in
the employee's name will be issued, and the balance at market values will be
remitted to the employee in cash, in the manner outlined in paragraph 14 below.
9. DIVIDENDS. Dividends on all shares held for an employee's
account under the Plan shall be reinvested by the Custodian Bank for the
employee's account for the employee's account when paid.
10. EXPENSES. The charges of the Custodian Bank, all costs of
maintaining records and executing transfers and brokerage expenses incurred
in connection with the purchase of shares will be borne by the Company.
Brokerage expenses paid by the Company on purchases of stock under the Plan
shall be included as taxable income on a pro rata basis to the employees
based on the number of shares (including fractional shares) purchased for the
account of each employee during the period for which the expenses are paid.
11. DESIGNATION. Subject to its right to terminate the designation,
the Company has designated HARRIS TRUST AND SAVINGS BANK as the Custodian
Bank hereunder. The Custodian Bank is the financial agent who is charged
with the responsibility of safekeeping of the funds paid in and the shares
purchased under the Plan, unless and until the shares are issued to the
employees or cash balances refunded.
12. RESPONSIBILITY. Neither the Company, the Custodian Bank nor
the broker through whom purchase orders are executed shall have any
responsibility or liability, other than liabilities arising out of the 1933
and 1934 Securities Acts and applicable state securities laws, for any act or
thing done or left undone, including, without limiting the generality of the
foregoing, any action taken with respect to the price, time, quantity or
other conditions and circumstances of the purchase of shares under the terms
of the Plan. A determination by the Company as to any question that may
arise regarding the Plan's conduct or operation shall be final.
13. LIMITATION ON PURCHASES. Aggregate purchases under the Plan
shall be limited to a total of sixty thousand (60,000) shares per calendar
year. The Company shall monitor the number of shares purchased under the
Plan. If purchases of shares, if made, would exceed the annual limit, the
Company shall either amend the Plan to allow for an increased number of
shares to be purchased or inform all participants in the Plan that no further
payroll deductions or special purchases shall be allowed during that year. A
cessation of purchases pursuant to this paragraph shall not be a
discontinuance or termination of the Plan by the Company.
14. TERMINATION. As promptly as possible after the death or
termination of employment of a participating employee, or after the election
of a participating employee to terminate participation in the Plan for any
reason, all whole shares in such employee's account will be transferred to
such employee's name or order, or in the event of death, to the name of such
employee's legal representative. Cash balances not yet remitted by the
Company to the Custodian Bank will, in like manner, be refunded as promptly
as possible. Within thirty (30) days following the date the Custodian Bank
receives notice of the death or termination of employment of a participating
employee or of the
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election of a participating employee to terminate participation in the Plan,
the Custodian Bank shall sell, at the then current market price, any
fractional shares in such an employee's account, and the proceeds of such
transaction shall be promptly paid to the employee or to the employee's
order, in cash.
Upon discontinuance of the Plan by the Company, all whole shares in
all employees' accounts will be promptly transferred to each employee's name or
order. Cash balances not yet remitted by the Company to the Custodian Bank
will, in like manner, be refunded as promptly as possible. Within thirty (30)
days following the date the Custodian Bank receives notice of the termination of
the Plan by the Company, the Custodian Bank shall sell, at the then current
market price, all fractional shares in all employees' accounts, and the proceeds
of such transaction shall be promptly paid to the employees or to each
employee's order, in cash.
15. NONALIENATION. The right to make purchases under the Plan
is personal to the employee and may not be assigned or otherwise transferred
by the employee.
16. JURISDICTION. This Plan shall be governed and construed by and
in accordance with the laws of the State of Iowa and the Rules and Regulations
of the Securities and Exchange Commission.
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Exhibit 15.1
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
<PAGE>
EXHIBIT 15.1
[ARTHUR ANDERSEN LOGO]
December 19, 1997
United Fire & Casualty Company
118 Second Avenue, SE
Cedar Rapids, Iowa 52407
United Fire & Casualty Company:
We are aware that United Fire & Casualty Company has incorporated by
reference in its Form S-8 Registration Statement dated December 19, 1997 its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997, and September 30, 1997, which includes our reports dated May 7,
1997, August 7, 1997, and November 5, 1997, respectively, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a
part of the registration statement prepared or certified by our firm or a
report prepared or certified by our firm within the meaning of Sections 7 and
11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN, LLP.
<PAGE>
EXHIBIT 23.1
[ARTHUR ANDERSEN LOGO]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
United Fire & Casualty Company:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement dated December 19, 1997, of
our report dated February 20, 1997 included in United Fire & Casualty
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
December 19, 1997
