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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FBL FINANCIAL GROUP, INC.
[Exact name of Registrant as specified in its charter]
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IOWA 42-1411715
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266
(515) 225-5400
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
STEPHEN M. MORAIN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WEST DES MOINES, IOWA 50266
(515) 225-5410
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
Donald J. Brown, Esq.
Davis, Brown, Koehn, Shors & Roberts, P.C.
666 Walnut Street, Suite 2500
Des Moines, Iowa 50309
(515) 288-2500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
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Class A Common Stock, no par value............ 500,000 $32.90625 $16,453,125 $4,986
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* Estimated solely for the purpose of calculating the registration fee and based
upon the average of the high and low sale prices of the Common Stock of the
Registrant on the New York Stock Exchange Composite Transaction Reporting
System on August 20, 1997, in accordance with Rule 457(c).
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FBL FINANCIAL GROUP, INC.
[LOGO]
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DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
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AUGUST 22, 1997
No person is authorized to give any information or to make any representation
not contained or incorporated by reference in this Prospectus, and, if given or
made, such information or representation must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create the implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained or incorporated by reference herein is correct as of any
time subsequent to its date. This Prospectus does not constitute an offer to
sell or a solicitation by anyone in any jurisdiction under any circumstances in
which it would be unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
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Available Information............................................................. 2
Incorporation of Certain Documents by Reference................................... 2
The Company....................................................................... 3
Description of the Plan........................................................... 4
Purpose......................................................................... 4
Advantages...................................................................... 4
Administration.................................................................. 4
Participation................................................................... 5
Optional Cash Payments.......................................................... 6
Purchases....................................................................... 7
Costs........................................................................... 8
Reports to Participants......................................................... 8
Voting.......................................................................... 9
Termination of Participation.................................................... 9
Modification, Suspension or Termination of the Plan............................. 9
Sale of Shares and Issuance of Certificates..................................... 10
Tax Consequences................................................................ 10
Other Information............................................................... 11
Use of Proceeds................................................................... 11
Experts........................................................................... 12
Legal Matters..................................................................... 12
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PROSPECTUS
------------------------
FBL FINANCIAL GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of FBL
Financial Group, Inc. (the "Company") provides shareholders of record of the
Company's Class A Common Stock without par value ("Common Stock") a convenient
way to invest cash dividends and optional cash payments in additional shares of
Common Stock without payment of any brokerage commissions or service charges.
Beneficial owners of Common Stock whose only shares are registered in names
other than their own (e.g., held in street name in a brokerage account) may
participate only by arranging for the holder of record to participate in the
Plan on their behalf, or by causing such shares to be registered in their own
name, or by separately purchasing shares in their own name.
Participants in the Plan have the following options:
- FULL DIVIDEND REINVESTMENT--Participants may automatically reinvest
dividends on all shares of Common Stock registered in their names and, if
desired, make optional cash payments.
- PARTIAL DIVIDEND REINVESTMENT--Participants may automatically reinvest
dividends on a specified number of whole shares of Common Stock registered
in their names while continuing to receive cash dividends on the remaining
shares registered in their names and, if desired, make optional cash
payments.
- OPTIONAL CASH PAYMENTS ONLY--Participants may make optional cash payments
only of not less than $25 and not more than $5,000 per calendar month
while continuing to receive cash dividends on shares registered in their
names.
All cash dividends paid on the shares in a participant's Plan account will
be automatically reinvested.
PURCHASE OF SHARES. Shares of the Company's Common Stock acquired under the
Plan may be purchased directly from the Company or may be acquired in market
transactions, as the Company may determine. The price of shares of Common Stock
purchased for Plan accounts will be the Average Price (as defined in Question
15).
NONPARTICIPANTS. Shareholders who do not wish to participate in the Plan
will continue to receive cash dividends, as declared.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 22, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 13th Floor, Seven World Trade Center, New York, New York
10048. Such materials may also be accessed through the Commission's Internet web
site at http://www.sec.gov. Copies of such materials can be obtained by mail
from the Public Reference Branch of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such material may also
be inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-11917) are incorporated by reference into this Prospectus and made a part
hereof:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996 (which incorporates by reference certain portions of the Company's
definitive Notice and Proxy Statement for the Company's 1997 Annual
Meeting of Stockholders).
2. The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997.
3. The Company's Current Report on Form 8-K filed June 6, 1997.
4. The descriptions of the Company's Class A Common Stock and Class B
Common Stock, and its Class B Stockholders Agreement, as amended,
contained in its Registration Statement filed pursuant to Section 12 of
the Exchange Act and any amendment or report filed for the purpose of
updating those descriptions.
5. All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be supplemented, modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein supplements, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so supplemented, modified or superseded, to constitute
a part of this Prospectus.
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This Prospectus incorporates documents by reference which are not included
herein or delivered herewith. Copies of these documents, except for the exhibits
to such documents (unless the exhibits are specifically incorporated by
reference in such documents), are available upon request without charge.
Requests should be directed to FBL Financial Group, Inc., 5400 University
Avenue, West Des Moines, Iowa 50266, Attention: Secretary, telephone: (515)
225-5400.
THE COMPANY
Through its subsidiaries, FBL Financial Group, Inc. underwrites, markets and
distributes life and disability income insurance, annuities, property-casualty
insurance and mutual funds to individuals and small businesses in 15 Midwestern
and Western states. The Company's principal insurance subsidiaries include Farm
Bureau Life Insurance Company, Western Farm Bureau Life Insurance Company and
Utah Farm Bureau Insurance Company. FBL Financial Group has exclusive marketing
arrangements with the state Farm Bureau federations throughout its territory and
targets sales to approximately 700,000 Farm Bureau member families and other
rural, small town and suburban residents through an exclusive agency force.
As an insurance holding company, the principal sources of funds for the
payment of dividends on Common Stock by the Company are dividends received from
its insurance company subsidiaries. Various statutes, regulations and guidelines
limit the amount of dividends these subsidiaries may pay to the Company and for
that reason may limit the amount of dividends the Company can pay to the holders
of Common Stock.
A more detailed discussion of the Company's current business and industry
segments, including a description of the limitations on its ability to pay
dividends, can be found in its annual report to shareholders, and its annual
report on Form 10-K filed with the Commission and incorporated by reference
herein. A copy of each may be obtained without charge. See "Incorporation of
Certain Documents by Reference."
PRINCIPAL EXECUTIVE OFFICE. The mailing address of the principal executive
office of the Company is 5400 University Avenue, West Des Moines, Iowa 50266 and
the telephone number is 515-225-5400.
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DESCRIPTION OF THE PLAN
The following description, in question and answer form, constitutes the Plan
that is offered by this Prospectus to holders of record of the Common Stock.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of the Common Stock
with a convenient method of reinvesting cash dividends in and, if they so elect,
making optional cash payments for, additional shares of Common Stock without
payment of any brokerage commissions or service charges. Also, to the extent
shares of Common Stock are purchased under the Plan directly from the Company,
the Company will be provided with an additional source of funds for general
corporate purposes.
ADVANTAGES
2. WHAT ADVANTAGES DO I HAVE IF I PARTICIPATE IN THE PLAN?
- You may increase your investment in the Company by automatically
reinvesting all or part of your cash dividends in shares of Common Stock.
- All fees, brokerage commissions and administrative costs, other than those
on any sales of shares from a participant's Plan account, are paid by the
Company.
- Your record keeping may be simplified since participants receive quarterly
statements of their Plan accounts.
- You will avoid the necessity of safekeeping of certificates for shares in
your Plan account.
- Full and fractional shares are in your Plan account, and all dividends on
full and fractional shares in your Plan account are automatically
reinvested.
- You may make optional cash payments for additional shares of Common Stock,
regardless of whether dividends are being reinvested. Optional cash
investments may be made by automatic monthly electronic funds transfers or
by check at any time, as the participant desires.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
Mellon Bank, N.A. (the "Administrator") administers the Plan. It has
designated its affiliate, ChaseMellon Shareholder Services, L.L.C., and other
agents, to perform certain services for the Plan. Together, these companies
maintain records, send statements of account to participants and perform other
duties relating to the Plan. Shares of Common Stock purchased under the Plan are
held by the Administrator.
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4. HOW CAN I COMMUNICATE WITH THE ADMINISTRATOR REGARDING THE PLAN?
All communications regarding the Plan should be sent to:
ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3338
South Hackensack, NJ 07606-1938
You may call 1-888-213-0965. You should use your Plan account number on all
communications relating to your account.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All shareholders of record of the Common Stock are eligible to participate
in the Plan.
6. HOW DO I ENROLL IN THE PLAN?
If you wish to participate in the Plan, complete and sign an Authorization
Card and return it to the Administrator. Reinvestment of dividends will commence
with the first dividend paid following your enrollment in the Plan, provided the
Administrator has received your Authorization Card on or before the record date
for the dividend payment. Normally, the record date will be the 15th day of the
third month of each calendar quarter, and dividends will be paid the last day of
the calendar quarter.
7. MAY I PARTICIPATE IF MY SHARES ARE HELD FOR ME IN THE NAME OF MY BANK OR
BROKER?
Beneficial owners of Common Stock who wish to participate in the Plan but
whose shares are held for them in registered names other than their own (such as
in the names of brokers, bank nominees, or trustees) must arrange for the holder
of record to participate in the Plan on their behalf or become holders of record
by having shares transferred into their names.
8. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card provides for the purchase of additional shares of
Common Stock through one of the following options:
- FULL DIVIDEND REINVESTMENT--You may automatically reinvest dividends on
all shares of Common Stock registered in your name and, if desired, make
optional cash payments of not less than $25 and not more than $5,000 per
calendar month.
- PARTIAL DIVIDEND REINVESTMENT--You may automatically reinvest dividends on
a specified number of whole shares of Common Stock registered in your name
while continuing to receive cash dividends on the remaining shares
registered in your name and, if desired, make optional cash payments of
not less than $25 and not more than $5,000 per calendar month.
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- OPTIONAL CASH PAYMENTS ONLY--You may invest by making optional cash
payments only of not less than $25 and not more than $5,000 per calendar
month, while continuing to receive cash dividends on all shares registered
in your name. The same amount need not be invested each month.
By completing the Authorization Card, you are also appointing the
Administrator as your agent to receive and apply the following to the purchase
of additional shares of Common Stock:
- all dividends on shares of Common Stock registered in your name on which
you have elected to reinvest dividends,
- all dividends on the full and fractional shares of Common Stock in your
Plan account, and
- any optional cash payments you may make as a participant.
9. MAY I TRANSFER TO MY PLAN ACCOUNT SHARES OF COMMON STOCK THAT ARE ALREADY
REGISTERED IN MY NAME?
Yes. You may have all or some of the shares of Common Stock that are
already registered in your name moved into your Plan account in order for you to
avoid physically holding the stock certificates representing your shares of
Common Stock. Any shares that are moved into your Plan account will be subject
to all of the terms of the Plan, and dividends on those shares will be
automatically reinvested.
10. MAY I CHANGE MY METHOD OF PARTICIPATION?
Yes. You may change your method of participation at any time by writing to
the Administrator. The change will become effective with the dividend payment
following the receipt of your change instructions, provided they are received by
the Administrator on or before the record date for that dividend payment.
OPTIONAL CASH PAYMENTS
11. HOW ARE OPTIONAL CASH PAYMENTS MADE?
You may make optional cash payments for the purchase of shares of Common
Stock in the amount of not less than $25 and not more than $5,000 per calendar
month. You may make an optional cash payment by forwarding to the Administrator
a check payable to the Administrator together with either (a) a completed and
signed Authorization Card enrolling you in the Plan or (b) if you are already a
participant in the Plan, a completed and signed Cash Payment Form which will be
sent to the participant by the Administrator upon request by the participant or
as an attachment to the Participant's quarterly transaction statement. You
should use your account number on all communications with the Administrator. The
same amount of money need not be sent each month and there is no obligation to
make an optional cash payment each month. An optional cash payment of less than
$25 and that portion of any optional cash payment that exceeds the allowable
monthly maximum of $5,000 will be returned to the participant without interest.
No interest will be paid by the Company or the Administrator on optional cash
payments held for investment.
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Participants may also enroll in the Automatic Cash Investment Program. The
enrollment form for this program must be accompanied by a voided bank check for
the account from which the participant authorizes the Administrator to draw the
funds. Once the form is received and processed (which normally takes
approximately two weeks), funds will automatically be deducted from the
designated account approximately three business days prior to the Investment
Date, which is the last day of the month or, if this occurs on a weekend or
holiday, the next business day. Automated funds transfers may be for as little
as $25 per month, but in no case for more than $5,000 per month.
12. WHEN ARE OPTIONAL CASH PAYMENTS INVESTED?
Optional cash payments are invested in additional shares of Common Stock
monthly on the Investment Date (as described in Question 17). Any optional cash
payments received after an Investment Date will be held until and invested on
the next Investment Date. Since no interest will be paid on optional cash
payments, they should be sent to the Administrator so as to be received shortly
before an Investment Date.
13. MAY I WITHDRAW OPTIONAL CASH PAYMENTS?
Yes. You may withdraw your uninvested optional cash payments by writing to
the Administrator, provided that your request is received by the Administrator
at least two days prior to the Investment Date.
PURCHASES
14. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will be newly issued shares of the Company
or will be purchased in market transactions, as the Company may elect.
15. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price per share of all shares purchased under the Plan will be the
Average Price, as defined below:
In the case of purchases of the Company's authorized but unissued shares,
the Average Price is determined by averaging the high and low prices of
shares of Common Stock as reported on the New York Stock Exchange--Composite
Transaction Reporting System for the applicable Investment Date.
In the case of purchases of shares in market transactions, the Average Price
will be the average purchase price per share for all shares purchased for
all Plan participants for the applicable Investment Date.
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16. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
Your Plan account will be credited with the number of shares, including
fractional shares up to four decimal points, equal to the total amount to be
invested for your account divided by the Average Price.
17. WHEN WILL PURCHASES OF SHARES BE MADE UNDER THE PLAN?
Purchases of shares under the Plan will be made on the applicable Investment
Dates. The Investment Dates for cash dividends are the dividend payment dates,
generally the last day of each calendar quarter, while those for optional cash
payments are the last day of each month; however, if any of those days is not a
day on which the Common Stock trades on the New York Stock Exchange, the
Investment Date will be the next trading day. In the event shares are purchased
in market transactions, such purchases will begin on the applicable Investment
Date and will be completed as soon as practicable.
18. HOW WILL MARKET PURCHASES BE MADE?
Market purchases made by the Administrator may be made on any securities
exchange where the shares are traded, in the over-the-counter market or in
negotiated transactions, and may be subject to terms agreed to by the
Administrator with respect to price, delivery and other conditions. Neither the
Company nor any participant shall have any authority or power to direct the time
or price at which shares may be purchased.
COSTS
19. DO I INCUR ANY EXPENSES IN CONNECTION WITH THE PLAN?
The Company will pay all brokerage fees and administration and service
charges incurred in connection with the Plan, other than those on any sales of
shares from your Plan account. However, you should note the discussion in
Question 28 regarding the federal income tax consequences to you of the payment
of these costs by the Company.
REPORTS TO PARTICIPANTS
20. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A quarterly statement of your Plan account will be mailed shortly after the
end of each calendar quarter. Monthly statements will be mailed to reflect any
additional account activity. These statements are a continuing record of your
Plan participation and should be retained for tax purposes.
Plan participants will be provided copies of communications sent to all
shareholders generally, including the Company's annual report to shareholders,
notice of annual meeting and proxy statement and income tax information for
reporting dividends paid.
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VOTING
21. HOW WILL SHARES IN A PARTICIPANT'S ACCOUNT UNDER THE PLAN BE VOTED AT
MEETINGS OF SHAREHOLDERS?
Just as with the shares registered in your name, you may vote any shares in
your Plan account in person or by proxy. Your proxy voting card will include
shares in your Plan account and shares registered in your name. Shares in your
Plan account will not be voted unless you or your proxy vote them.
TERMINATION OF PARTICIPATION
22. HOW DO I TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time by sending a
written notice of termination to the Administrator. The Company or the
Administrator may refuse or limit participation in the Plan by anyone and may
terminate a participant's participation in the Plan at any time, by notice in
writing mailed to the participant.
23. WHEN IS A TERMINATION NOTICE EFFECTIVE?
Termination of your participation in the Plan generally will be effective
upon the Administrator's receipt of your written notice of termination. However,
if your written notification is not received by the Administrator on or before
the record date for a dividend payment, or at least two days prior to the
Investment Date for an optional cash payment, termination will be effective
following the investment of such funds under the terms of the Plan.
Participation in the Plan will not automatically terminate on the sale or
transfer of shares registered in your name that are enrolled in the Plan or on
your withdrawal of all of the shares credited to your Plan account, unless you
provide the Administrator with written notice of termination.
24. WHAT WILL I RECEIVE UPON TERMINATION?
The Administrator will send you, shortly after your termination becomes
effective, a certificate for the whole shares held in your Plan account and a
cash payment for any fractional share based upon the Average Price of the Common
Stock on the effective date of termination.
MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
25. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company reserves the right to suspend, modify or terminate the
Plan at any time. All participants will receive notice of any suspension,
termination or significant modification of the Plan. If the Company terminates
the Plan, share certificates will be issued and cash payments will be made (as
described in Question 24 above).
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SALE OF SHARES AND ISSUANCE OF CERTIFICATES
26. HOW CAN I SELL THE SHARES IN MY PLAN ACCOUNT?
The Administrator will, as soon as practicable after receipt of a
participant's written request, sell all or any portion of the whole shares of
Common Stock in such participant's Plan account and forward the proceeds, less
brokerage commissions and any applicable transfer taxes, to the participant,
provided that the minimum number of shares to be sold shall be one hundred (100)
unless the participant is terminating all participation in the Plan.
27. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Normally, you will not be issued certificates for Common Stock purchased for
your Plan account. Shares are held on behalf of the Plan participants by the
Administrator. However, upon your written request, the Company will issue or
cause to be issued to you a certificate for all or any portion of the whole
shares credited to your Plan account.
TAX CONSEQUENCES
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following discussion is general in nature and addresses only certain
federal income tax consequences, which are subject to change. You should consult
with your individual tax adviser concerning the federal, state and local tax
consequences of your participation in the Plan.
For federal income tax purposes, the Plan is designed so that you and
nonparticipating shareholders receive equivalent value when cash dividends are
paid by the Company. If shares are acquired for your Plan account as a result of
reinvestment of cash dividends, you will be treated as having received a taxable
stock distribution equal to the full amount of money which could have been
received as a cash dividend. If any brokerage fees are paid by the Company in
the acquisition of shares on your behalf (which will not occur in connection
with purchases directly from the Company), you will be treated as having
received a constructive taxable distribution in the amount of these fees. The
Company will furnish you with annual information as to the amount of these
taxable distributions.
Upon termination, you will not realize any taxable income when you receive
certificates for whole shares from your Plan account. If you receive a cash
payment for a fractional share or for shares sold from your Plan account, you
will recognize a gain or loss equal to the difference between the amount
received for the fractional or whole shares sold and the tax basis of those
shares. Your tax basis for shares purchased through the Plan (including
fractional shares) will be equal to:
- the amount of the reinvested dividends,
- the amount of optional cash payments, and
- the amount of any brokerage fees paid by the Company on your behalf.
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Your holding period for shares purchased through the Plan will begin on the
day following the date on which those shares are credited to your account.
If you are or become subject to backup withholding on dividends, you should
consult with your tax adviser as to the effect of such withholding. Any amount
invested on your behalf under such circumstances would be reduced by the amount
required to be withheld.
OTHER INFORMATION
29. WHAT HAPPENS IF THE COMPANY PAYS A STOCK DIVIDEND, DECLARES A STOCK SPLIT OR
MAKES A RIGHTS OFFERING?
Any shares of Common Stock (and cash in lieu of fractional shares)
representing stock dividends or stock splits distributed by the Company on
shares of Common Stock in your Plan account will be added to your account.
Shares (and cash in lieu of fractional shares) representing stock dividends or
stock splits distributed on shares of Common Stock registered in your name which
are not held in your Plan account will be mailed directly to you. In the event
that the Company makes available or distributes to its shareholders rights to
purchase additional shares of Common Stock, or any other securities, the Company
will distribute such rights directly to you, to the extent such rights are
represented by separate right certificates.
30. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE ADMINISTRATOR UNDER THE
PLAN?
Neither the Company nor the Administrator will be liable in administering
the Plan for any act done in good faith or for any good faith omission to act,
including, but not limited to, any claim of liability arising out of the failure
to terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death.
A participant should recognize that the Company cannot assure a profit or
protect against loss on the shares of Common Stock purchased pursuant to the
Plan. As a participant, you bear the risks of ownership of shares of Common
Stock, including, but not limited to, fluctuations in the market price of Common
Stock.
SHAREHOLDERS ARE CAUTIONED THAT THIS PROSPECTUS DOES NOT REPRESENT A CHANGE
IN THE COMPANY'S CASH DIVIDEND POLICY NOR A GUARANTEE OF FUTURE CASH DIVIDENDS,
WHICH WILL DEPEND UPON THE COMPANY'S EARNINGS, FINANCIAL REQUIREMENTS,
GOVERNMENTAL REGULATIONS AND OTHER FACTORS AS DETERMINED BY THE BOARD OF
DIRECTORS IN ITS DISCRETION.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will be purchased from it under the Plan, or the prices at which such shares
will be purchased. To the extent that the Common Stock offered hereby is
purchased directly from the Company, the net proceeds from the sales will be
added to the general funds of the Company and will be used for general corporate
purposes.
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EXPERTS
The consolidated financial statements and schedules of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by reference.
Such consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will
be passed upon for the Company by Davis, Brown, Koehn, Shors & Roberts, P.C. 666
Walnut Street, Suite 2500, Des Moines, Iowa 50309. Attorneys in such law firm
hold shares of Common Stock.
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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<S> <C>
Securities and Exchange Commission registration fee................ $ 4,986
Legal fees and expenses............................................ 2,000*
Accounting fees and expenses....................................... 1,000*
Printing expenses.................................................. 15,000*
Transfer Agent's fees.............................................. 10,000*
Miscellaneous...................................................... 1,014*
---------
Total.......................................................... $ 34,000*
---------
---------
</TABLE>
- - ------------------------
* Estimated for purposes of this Registration Statement.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Restated Articles of Incorporation and Amended and Restated
Bylaws provide that the Company shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Iowa Business
Corporation Act (the "IBCA"). The IBCA provides that a company may indemnify its
officers and directors if (i) the person acted in good faith, and (ii) the
person reasonably believed, in the case of conduct in the person's official
capacity with the Company, that the conduct was in the Company's best interests,
and in all other cases, that the person's conduct was at least not opposed to
the Company's best interests, and (iii) in the case of any criminal proceeding,
the person had no reasonable cause to believe the person's conduct was unlawful.
The Company is required to indemnify officers and directors against reasonable
expenses incurred in connection with any proceeding in which they are wholly
successful, on the merits or otherwise, to which the person may be a party
because of the person's position with the Company. If the proceeding is by or in
the right of the Company, indemnification may be made only for reasonable
expenses and may not be made in respect of any proceeding in which the person
shall have been adjudged liable to the Company. Further, any such person may not
be indemnified in respect of any proceeding that charges improper personal
benefit to the person, in which the person shall have been adjudged to be
liable.
The Company maintains directors' and officers' liability insurance, which
indemnifies directors and officers of the Company against certain damages and
expenses relating to claims against them caused by negligent acts, errors or
omissions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- - ------ --------------------------------------------------------------------------
<C> <S>
3.1 Restated Articles of Incorporation of FBL Financial Group, Inc.
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-4332)
3.2 Amendment to Restated Articles of Incorporation Designating Series B
Preferred Stock (incorporated herein by reference to Exhibit 3.1 to Form
8-K filed June 6, 1997)
3.3 Amended and Restated Bylaws of FBL Financial Group, Inc. (incorporated
herein by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1, Registration No. 333-4332)
5.1 Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C. regarding the
legality of the Common Stock
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- - ------ --------------------------------------------------------------------------
<C> <S>
23.1 Consent of Davis, Brown, Koehn, Shors & Roberts, P.C. (included in Exhibit
5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (set forth in the signature page of this Registration
Statement)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(1) 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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(2) for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective;
(3) for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, State of Iowa, on August 19, 1997.
<TABLE>
<S> <C> <C>
FBL FINANCIAL GROUP, INC.
By: /s/ THOMAS R. GIBSON
-----------------------------------------
Thomas R. Gibson
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Thomas R. Gibson, Richard D. Harris and
Stephen M. Morain, and each of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments,
including post-effective amendments, to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director and Chief
/s/ THOMAS R. GIBSON Executive Officer
- - ------------------------------ (Principal Executive August 19, 1997
Thomas R. Gibson Officer)
/s/ JAMES W. NOYCE Chief Financial Officer
- - ------------------------------ (Principal Financial and August 19, 1997
James W. Noyce Accounting Officer)
/s/ EDWARD M. WIEDERSTEIN
- - ------------------------------ Chairman of the Board and August 19, 1997
Edward M. Wiederstein Director
/s/ V. THOMAS GEARY
- - ------------------------------ First Vice Chair and August 19, 1997
V. Thomas Geary Director
/s/ ROGER BILL MITCHELL
- - ------------------------------ Second Vice Chair and August 19, 1997
Roger Bill Mitchell Director
/s/ RICHARD D. HARRIS Senior Vice President,
- - ------------------------------ Secretary, Treasurer and August 19, 1997
Richard D. Harris Director
/s/ STEPHEN M. MORAIN Senior Vice President,
- - ------------------------------ General Counsel and August 19, 1997
Stephen M. Morain Director
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- - ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ KENNETH R. ASHBY
- - ------------------------------ Director August 19, 1997
Kenneth R. Ashby
/s/ JERRY L. CHICOINE
- - ------------------------------ Director August 19, 1997
Jerry L. Chicoine
/s/ AL CHRISTOPHERSON
- - ------------------------------ Director August 19, 1997
Al Christopherson
/s/ JOHN W. CREER
- - ------------------------------ Director August 19, 1997
John W. Creer
/s/ KENNY J. EVANS
- - ------------------------------ Director August 19, 1997
Kenny J. Evans
/s/ GARY HALL
- - ------------------------------ Director August 19, 1997
Gary Hall
/s/ KAREN J. HENRY
- - ------------------------------ Director August 19, 1997
Karen J. Henry
/s/ RICHARD KJERSTAD
- - ------------------------------ Director August 19, 1997
Richard Kjerstad
/s/ DAVID L. MCCLURE
- - ------------------------------ Director August 19, 1997
David L. McClure
/s/ H. ELDON MERKLIN
- - ------------------------------ Director August 19, 1997
H. Eldon Merklin
/s/ BRYCE P. NEIDIG
- - ------------------------------ Director August 19, 1997
Bryce P. Neidig
/s/ HOWARD D. POULSON
- - ------------------------------ Director August 19, 1997
Howard D. Poulson
/s/ HOWARD G. SCHMID
- - ------------------------------ Director August 19, 1997
Howard G. Schmid
/s/ JOHN J. VAN SWEDEN
- - ------------------------------ Director August 19, 1997
John J. Van Sweden
/s/ JOHN E. WALKER
- - ------------------------------ Director August 19, 1997
John E. Walker
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1 TO REGISTRATION STATEMENT
August 22, 1997
FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, Iowa 50266
Ladies and Gentlemen:
FBL Financial Group, Inc., an Iowa corporation (the "Company"), is filing a
Registration Statement (the "Registration Statement") on Form S-3 under the
Securities Act of 1933 (the "Act") in connection with the proposed sale of up to
500,000 shares of Class A Common Stock, without par value, of the Company (the
"FBL Common Shares") pursuant to the Dividend Reinvestment and Stock Purchase
Plan (the "Plan") described in the Registration Statement, some or all of the
Shares may be sold by the Company from time to time as described in the 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 FBL Common Shares covered by the Registration Statement. Based on such
examination, it is our opinion that the FBL Common Shares are duly authorized,
and when issued and paid for in accordance with the Plan described in the
Registration Statement, 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 FBL Common
Shares.
We hereby consent to the filing of this opinion as Exhibit 5.1 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.
By: /s/ DONALD J. BROWN
--------------------------------------
Donald J. Brown
<PAGE>
EXHIBIT 23.2--CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of the FBL Financial
Group, Inc. Dividend Reinvestment and Stock Purchase Plan and to the
incorporation by reference therein of our reports dated March 3, 1997, with
respect to the consolidated financial statements and schedules of FBL Financial
Group, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Des Moines, Iowa
August 19, 1997
