<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FBL FINANCIAL GROUP, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Iowa 42-1411715
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5400 Universtity Avenue, West Des Moines, Iowa 50266
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED FBL FINANCIAL GROUP, INC. 1996 CLASS A
COMMON STOCK COMPENSATION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
Stephen M. Morain, Esq., 5400 University Avenue, West Des Moines, IA 50266
- --------------------------------------------------------------------------------
(Name and address of agent for service)
515-225-5410
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
DONALD J. BROWN
FINANCIAL CENTER, 666 WALNUT STREET, SUITE 2500, DES MOINES, IOWA 50309-3993
- --------------------------------------------------------------------------------
(Name and address)
(515) 288-2500
- --------------------------------------------------------------------------------
(Telephone number)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate registration
to be registered registered(1) price per share(2) offering price(2) fee
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 1,750,000 shares $23.3125 $40,796,875 $14,068
Stock without par
value
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Maximum amount of shares issuable under the Plan, as such amounts may be
increased in accordance with the Plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2) The prices stated above are estimated solely for the purpose of determining
the registration fee and are based on the average of the high and low market
prices of the stock on November 21, 1996 as reported on the New York Stock
Exchange Composite Transactions Tape.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference
in the registration statement. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of filing of such
documents.
(a) The Company's latest prospectus filed pursuant to Rule 424(b) dated
July 19, 1996 and filed with the Commisson on July 19, 1996.
(b) The Company's reports on Form 10-Q for the quarters ended June 30,
1996 and September 30, 1996, filed with the Commission August 14, 1996 and
November 8, 1996, respectively.
(c) The description of Common Stock contained in the Company's
registration statement filed with the Commission on Form 8-A under Section 12 of
the Exchange Act, on July 11, 1996, effective July 19, 1996, incorporated by
reference to the Company's registration statement under the Securities Act of
1933 on Form S-1, file number 333-4332, effective July 18, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Refer to response to Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 851 and 856 of the Iowa Business Corporation Act provide that a
corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individuals' conduct was unlawful. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.
Article VIII of the Company's Restated Articles of Incorporation provides
that the Company shall indemnify its directors to the fullest extent possible
under the Iowa Business Corporation Act. Article V of the Company's Restated
By-laws extends the same indemnity to its officers. Article VII of the Articles
provides that no director shall be liable to the Company or its stockholders for
monetary damages for breach of the individual's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
any transaction in which the director derived an improper personal benefit, or
(iv) under the Iowa Business Corporation Act provisions relating to improper
distributions.
The Company maintains a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions as set forth in the
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5. Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C., Des Moines,
Iowa, regarding the legality of the shares being registered.
23. Consent of Ernst & Young LLP.
24. Powers of Attorney (included with Signature Pages hereto).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement. (2) That, for the purpose of determining any liability under the
<PAGE>
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of West
Des Moines, State of Iowa, on November 20, 1996.
FBL Financial Group, Inc.
By: /s/ Edward M. Wiederstein
----------------------------------
Edward M. Wiederstein
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated. Each of the undersigned
directors and officers of FBL Financial Group, Inc. (the "Company"), do hereby
constitute and appoint Edward M. Wiederstein, or Thomas R. Gibson, or Stephen M.
Morain, or Richard D. Harris, or any of them, our true and lawful attorneys and
agents to sign an amendment to the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission, and to do any and all acts and things
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or any one of them, may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with such Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) thereto; and we do
hereby ratify and confirm all that the said attorneys and agents, or any of them
shall do or cause to be done by virtue of this power of attorney.
Executed below by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
Executive Vice President,
/s/ Thomas R. Gibson General Manager, Chief November 20, 1996
- ------------------------- Executive Officer and Director
Thomas R. Gibson (Principal Executive Officer)
/s/ James W. Noyce Vice President, Chief Financial
- ------------------------- Officer (Principal Financial and November 20, 1996
James W. Noyce Accounting Officer)
/s/ Edward M. Wiederstein
- ------------------------- Chairman of the Board and
Edward M. Wiederstein Director November 20, 1996
/s/ Richard D. Harris Senior Vice President,
- ------------------------- Secretary, Treasurer and
Richard D. Harris Director November 20, 1996
/s/ Stephen M. Morain Senior Vice President, General
- ------------------------- Counsel and Director November 20, 1996
Stephen M. Morain
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
person or persons in the capacities and on the dates indicated. Each of the
undersigned directors and officers of FBL Financial Group, Inc. (the "Company"),
do hereby constitute and appoint Edward M. Wiederstein, or Thomas R. Gibson, or
Stephen M. Morain, or Richard D. Harris, or any of them, our true and lawful
attorneys and agents to sign an amendment to the Registration Statement on Form
S-8 filed with the Securities and Exchange Commission, and to do any and all
acts and things and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorneys and agents, or any one
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with such
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments)
thereto; and we do hereby ratify and confirm all that the said attorneys and
agents, or any of them shall do or cause to be done by virtue of this power of
attorney.
Executed below by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
/s/ V. Thomas Geary
- ------------------------ First Vice Chair and Director November 20, 1996
V. Thomas Geary
/s/ Roger Bill Mitchell
- ------------------------ Second Vice Chair and Director November 20, 1996
Roger Bill Mitchell
/s/ Kenneth R. Ashby
- ------------------------ Director November 20, 1996
Kenneth R. Ashby
/s/ Jerry L. Chicoine
- ------------------------ Director November 20, 1996
Jerry L. Chicoine
/s/ Al Christopherson
- ------------------------ Director November 20, 1996
Al Christopherson
/s/ John W. Creer
- ------------------------ Director November 20, 1996
John W. Creer
/s/ Kenny J. Evans
- ------------------------ Director November 20, 1996
Kenny J. Evans
- ------------------------ Director November 20, 1996
Gary Hall
/s/ Karen J. Henry
- ------------------------ Director November 20, 1996
Karen J. Henry
/s/ Richard Kjerstad
- ------------------------ Director November 20, 1996
Richard Kjerstad
/s/ David L. McClure
- ------------------------ Director November 20, 1996
David L. McClure
<PAGE>
/s/ H. Eldon Merklin
- ------------------------ Director November 20, 1996
H. Eldon Merklin
/s/ Bryce P. Neidig
- ------------------------ Director November 20, 1996
Bryce P. Neidig
- ------------------------ Director November 20, 1996
Howard D. Poulson
/s/ Howard G. Schmid
- ------------------------ Director November 20, 1996
Howard G. Schmid
/s/ John J. Van Sweden
- ------------------------ Director November 20, 1996
John J. Van Sweden
/s/ John E. Walker
- ------------------------ Director November 20, 1996
John E. Walker
<PAGE>
[LETTERHEAD]
November 27, 1996
FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266
Ladies and Gentlemen:
FBL Financial Group, Inc., an Iowa corporation (the "Company"), has
filed a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Act") in connection with the proposed
sale by the Company of up to 1,750,000 shares of Class A Common Stock, no par
value, of the Company (the "Shares") pursuant to the Company's Amended and
Restated FBL Financial Group, Inc. 1996 Class A Common Stock Compensation
Plan.
As counsel to the Company, we have examined the corporate proceedings
and such other legal matters as we deemed relevant to the authorization and
issuance of the Shares issuable pursuant to the Plan and covered by the
Registration Statement. Based on such examination, it is our opinion that
upon payment for and issuance of the Shares in accordance with the Plan, the
Shares will be legally issued, fully paid and nonassessable.
We do not find it necessary for the purpose of this opinion, and,
accordingly, do not purport to cover herein, the application of the "Blue
Sky" or securities laws of various states to offers or sales of the Shares.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references therein to our firm in such
Registration Statement. In giving this consent, we do not concede that we are
experts within the meaning of the Act or the rules and regulations
thereunder, or that this consent is required by Section 7 of the Act.
Very truly yours,
DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
/s/ Donald J. Brown
------------------------------------------
Donald J. Brown
DJB:dd
<PAGE>
Exhibit 23
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated FBL Financial Group, Inc.
1996 Class A Common Stock Compensation Plan of our reports dated March 12,
1996, with respect to the consolidated financial statements and schedules of
FBL Financial Group, Inc., as set forth in the Registration Statement Under
Form S-1 effective July 18, 1996 and related prospectus dated July 19, 1996,
both filed with the Securities and Exchange Commission.
Des Moines, Iowa
November 25, 1996
