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FBL FINANCIAL GROUP, INC.
5400 UNIVERSITY AVENUE
WEST DES MOINES, IA 50266
(515) 225-5400
OFFER TO PURCHASE FOR CASH
UP TO 1,101,462 SHARES OF ITS
CLASS A COMMON STOCK, WITHOUT PAR VALUE
AT A PURCHASE PRICE OF $20.00 PER SHARE
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THE OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, OCTOBER 26, 2000,
UNLESS THE OFFER TO PURCHASE IS EXTENDED
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Questions or requests for assistance or for additional copies of this offer
to purchase, the letter of transmittal or other tender offer materials may be
directed to the information agent/dealer manager at the address and telephone
number set forth on the back cover of this offer to purchase, and such copies
will be furnished promptly at FBL's expense. Stockholders may also contact their
local broker, dealer, commercial bank or trust company for assistance concerning
the offer.
No person has been authorized to make any recommendation on behalf of FBL as
to whether stockholders should tender shares pursuant to the offer. No person
has been authorized to give any information or to make any representations in
connection with the offer other than those contained herein or in the related
letter of transmittal. If given or made, the recommendation and the other
information and representations must not be relied upon as having been
authorized by FBL.
THE DEALER MANAGER AND INFORMATION AGENT FOR THE OFFER IS:
KEEFE, BRUYETTE & WOODS, INC.
THE DATE OF THIS OFFER TO PURCHASE IS SEPTEMBER 26, 2000
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TABLE OF CONTENTS
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SECTION PAGE
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SUMMARY..................................................... 3
1. NUMBER OF SHARES; PRORATION............................. 4
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES............. 5
3. PROCEDURE FOR TENDERING SHARES.......................... 6
4. WITHDRAWAL RIGHTS....................................... 8
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE
PRICE..................................................... 9
6. CONDITIONAL TENDER OF SHARES............................ 10
7. CONDITIONS OF THE OFFER................................. 11
8. PRICE RANGE OF SHARES; DIVIDENDS........................ 12
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER...... 13
10. INFORMATION CONCERNING FBL FINANCIAL GROUP, INC......... 14
11. SOURCE AND AMOUNT OF FUNDS.............................. 15
12. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES.......................... 16
13. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES;
REGISTRATION
UNDER THE EXCHANGE ACT.................................. 18
14. LEGAL MATTERS; REGULATORY APPROVALS..................... 18
15. FEDERAL INCOME TAX CONSEQUENCES......................... 19
16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS..... 22
17. SOLICITATION FEES AND EXPENSES.......................... 22
18. WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION............. 23
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To the Holders of Shares of Class A Common Stock of FBL Financial Group, Inc.
SUMMARY
FBL is inviting its stockholders to sell shares of its Class A common stock
back to FBL for cash. Here are the material terms of this offer:
- FBL will agree to purchase up to 1,101,462 shares of its Class A common
stock. See "Number of Shares; Proration" on page 4 in this offer to
purchase.
- FBL will purchase these shares at a price of $20.00. See "Number of
Shares; Proration" on page 4 in this offer to purchase.
- Each stockholder must determine whether to sell stock and how much to
sell. See "Number of Shares; Proration" on page 4 and "Procedures for
Tendering Shares" on page 6 of this offer to purchase and the letter of
transmittal.
- Before commencing this tender offer, FBL had reached binding agreements
with its majority shareholder, Iowa Farm Bureau Federation, and certain
other Farm Bureau associated shareholders, to acquire from them a total of
2,648,538 shares of Class A Common Stock, all at the same price of $20.00
per share. In each case those shareholders sold to FBL 12.57% of the
Class A shares they own. Those holders have all notified us they will not
participate in this offer. When combined with this tender offer, FBL will
be acquiring up to 3,750,000 shares, at $20.00 per share, or
$75,000,000.00 total. That represents 12.57% of the Class A shares
outstanding at commencement of this offer. See "Information Concerning FBL
Financial Group, Inc." on page 14.
- FBL announced September 26, 2000 the execution of an acquisition agreement
that will result, subject to certain contingencies, in its acquisition of
the assets of Kansas Farm Bureau Life Insurance Company for stock. FBL
will issue a new class of Series C redeemable preferred stock to the
seller. The Series C stock will be redeemable for $88,148,768 cash 49.9% 1
year after closing and 50.1% 5 years after closing. See "Information
Concerning FBL Financial Group, Inc." on page 14. The acquisition and this
tender offer are separate events, neither one being contingent on the
results of the other.
- If more than 1,101,462 shares are tendered FBL will first acquire shares
held by persons who own less than 100 shares and then will acquire shares
from other tendering stockholders on a pro rata basis. See "Number of
Shares; Proration" on page 4 and "Tenders by Holders of Fewer Than 100
Shares" on page 5 of this offer to purchase.
- The offer is not conditioned upon any minimum number of shares being
tendered. The offer is, however, subject to other conditions. See
"Conditions of the Offer" on page 11 of this offer to purchase.
- You must properly complete and execute the letter of transmittal. It must
be received by the depositary by 5:00 p.m. New York City time on Thursday,
October 26, 2000 in order to sell your shares to us in this offer. See
"Procedure for Tendering Shares" on page 6 of this offer to purchase.
- If you want to tender shares held in the Farm Bureau 401(k) Savings Plan,
follow the separate instructions and procedures described in the "Letter
to Participants in the Farm Bureau 401(k) Savings Plan," and as described
in "Procedure for Tendering Shares" on page 6.
- If you want to tender shares held in the FBL Dividend Reinvestment and
Stock Purchase plan, follow the instructions and complete the boxes set
forth in the letter of transmittal to instruct the plan administrator to
tender your shares.
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- This offer is scheduled to expire at 5:00 p.m. New York City time on
Thursday, October 26, 2000. See "Number of Shares; Proration" on page 4 of
this offer to purchase.
- The offering period may be extended by FBL making a public announcement.
See "Extension of Tender Period; Termination; Amendments" on page 22 of
this offer to purchase.
- Stockholders may withdraw tendered shares at any time prior to the
expiration of the offering, which is currently scheduled on October 26,
2000. Tenders will then be irrevocable until November 20, 2000, when they
may be withdrawn by stockholders if they have not been accepted for
payment by FBL. See "Withdrawal Rights" on page 8 of this offer to
purchase.
- Written notice of a withdrawal must be provided to the depositary. The
information required and method of notification is different if you hold
your shares directly or through a broker. See "Withdrawal Rights" on
page 8 of this offer to purchase.
- Once conditional tenders and prorations are considered, then checks for
all accepted tenders will be issued by the depositary. See "Acceptance for
Payment of Shares and Payment of Purchase Price" on page 9 of this offer
to purchase.
- FBL expects to announce final results on any proration within seven
trading days of the expiration date. See "Acceptance for Payment of Shares
and Payment of Purchase Price" on page 9 of this offer to purchase.
- Stockholders who don't tender will increase their percentage ownership in
FBL. This will include the executive officers and directors of FBL who do
not intend to tender any of their shares. See "Purpose of the Offer;
Certain Effects of the Offer" on page 13 and "Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" on page 16 of
this offer to purchase.
- Generally, stockholders will be expected to recognize gain or loss on the
tendered shares equal to the difference between the cash paid by FBL and
the stockholder's basis. See "Federal Income Tax Consequences" on page 19
of this offer to purchase.
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in the
letter of transmittal, we will purchase up to 1,101,462 shares that are validly
tendered on or prior to the expiration date of the offer, and not properly
withdrawn in accordance with section 4, at a price of $20.00 per share. The
later of 5:00 p.m., New York City time, on Thursday, October 26, 2000, or the
latest time and date to which the offer is extended pursuant to section 16, is
called the "expiration date." If this offer is oversubscribed as described
below, only shares tendered prior to the expiration date will be eligible for
proration.
Subject to section 16, we reserve the right to purchase more than 1,101,462
shares pursuant to this offer, but do not currently plan to do so. This offer is
not conditioned on any minimum number of shares being tendered. The offer is,
however, subject to certain other conditions. See section 7.
All shares purchased pursuant to this offer will be purchased at $20.00 per
share. All shares not purchased pursuant to this offer, including shares not
purchased because of proration or because they were conditionally tendered and
not accepted for purchase, will be returned to the tendering stockholders at our
expense as promptly as practicable following the expiration date.
Upon the terms and subject to the conditions of this offer, if 1,101,462 or
fewer shares have been validly tendered and not withdrawn on or prior to the
expiration date, we will purchase all the shares. Upon the terms and subject to
the conditions of this offer, if more than 1,101,462 shares have been
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validly tendered and not withdrawn on or prior to the expiration date, we will
purchase shares in the following order of priority:
(a) first, all shares validly tendered and not withdrawn on or prior to the
expiration date by or on behalf of any stockholder who owned
beneficially, as of the date of tender and continues to own beneficially
as of the expiration date, an aggregate of fewer than 100 shares and who
validly tenders all of such shares (partial and conditional tenders will
not qualify for this preference) and completes the box captioned "Odd
Lots" on the letter of transmittal; and
(b) then, after purchase of all of the foregoing shares, subject to the
conditional tender provisions described in section 6, all other shares
validly tendered and not withdrawn on or prior to the expiration date on
a pro rata basis, if necessary, with appropriate adjustments to avoid
purchases of fractional shares.
If proration of tendered shares is required, (i) because of the difficulty
in determining the number of shares validly tendered, (ii) as a result of the
"odd lot" procedure described in section 2, and (iii) as a result of the
conditional tender procedure described in section 6, we do not expect that we
will be able to announce the final proration factor or to commence payment for
any shares purchased in this offer until approximately seven trading days after
the expiration date. Preliminary results of proration will be announced by press
release as promptly as practicable after the expiration date. Holders of shares
may obtain such preliminary information from the dealer manager/information
agent.
We expressly reserve the right, in our sole discretion, at any time or from
time to time, to extend the time during which the offer is open by giving oral
or written notice of such extension to the depositary and making a public
announcement. See section 16. There can be no assurance, however, that we will
exercise our right to extend the offer.
For purposes of the offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
Copies of this offer to purchase and the related letter of transmittal are
being mailed to record holders of shares and will be furnished to brokers, banks
and similar persons whose names, or the names of whose nominees, appear on our
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All shares validly tendered and not withdrawn on or prior to the expiration
date by or on behalf of any stockholder who owned beneficially, as of the date
of tendering shares to us, and continues to own beneficially as of the
expiration date, an aggregate of fewer than 100 shares, will be accepted for
purchase before proration, if any, of other tendered shares. Partial or
conditional tenders will not qualify for this preference, and it is not
available to beneficial holders of 100 or more shares, even if the holders have
separate stock certificates for fewer than 100 shares. In computing the number
of shares beneficially owned for purposes of this odd lot preference, shares
allocated to participants in the Farm Bureau 401(k) Savings Plan are
disregarded. By accepting this offer, a stockholder owning beneficially fewer
than 100 shares will avoid the payment of brokerage commissions and the
applicable odd lot discount payable in a sale of such shares in a transaction
effected on a securities exchange.
As of September 15, 2000, there were approximately 195 holders of record of
shares. Approximately 88 of these holders held individually fewer than 100
shares and held in the aggregate approximately 1,850 shares. Because of the
large number of shares held in the names of brokers and nominees, we are unable
to estimate the number of beneficial owners of fewer than 100 shares or the
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aggregate number of shares they own. Any stockholder wishing to tender all of
his or her shares pursuant to this section should complete the box captioned
"Odd Lots" on the letter of transmittal.
3. PROCEDURE FOR TENDERING SHARES
To tender shares validly pursuant to the offer, a properly completed and
duly executed letter of transmittal or facsimile thereof, together with any
required signature guarantees and any other documents required by the letter of
transmittal, must be received by the depositary at its address set forth on the
back cover of this offer to purchase and either (i) certificates for the shares
to be tendered must be received by the depositary at such address or (ii) the
shares must be delivered pursuant to the procedures for book-entry transfer
described below, and a confirmation of the delivery received by the depositary,
in each case on or prior to the expiration date.
The depositary will establish an account with respect to the shares at The
Depository Trust Company ("DTC") within two business days after the date of this
offer. DTC is a book-entry transfer facility. Any financial institution that is
a participant in the DTC system may make delivery of shares by causing DTC to
transfer such shares into the depositary's account in accordance with DTC's
procedures. Although delivery of shares may be effected through book-entry
transfer, a properly completed and duly executed letter of transmittal or a
manually signed copy thereof, or an agent's message, as defined below, together
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the depositary at its address set
forth on the back cover of this offer on or prior to the expiration date.
Delivery of required documents to DTC in accordance with its procedures does not
constitute delivery to the depositary and will not constitute a valid tender.
The term "agent's message" means a message transmitted by DTC to, and
received by, the depositary and forming a part of a book-entry confirmation. The
agent's message will state that DTC has received an express acknowledgment from
the participant in DTC tendering the shares, that the participant has received
and agrees to be bound by the terms of the letter of transmittal and that we may
enforce the agreement against the participant.
Except as set forth below, all signatures on a letter of transmittal must be
guaranteed by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or by a
commercial bank, a trust company, a savings bank, a savings and loan association
or a credit union which has membership in an approved signature guarantee
medallion program. Each of the foregoing is referred to as an "eligible
institution". Signatures on a letter of transmittal need not be guaranteed if
(i) the letter of transmittal is signed by the registered holder of the shares,
which term, for the purposes of this section, includes a participant in DTC
whose name appears on a security position listing as the holder of the shares,
tendered therewith and the holder has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
letter of transmittal or (ii) the shares are tendered for the account of an
eligible institution. See instructions 1 and 5 of the letter of transmittal.
The method of delivery of shares and all other required documents is at the
option and risk of the tendering stockholder. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases sufficient time should be allowed to assure timely delivery.
To prevent United States federal income tax backup withholding equal to 31%
of the gross payments made for your tendered shares, you must provide the
depositary with your correct taxpayer identification number and certain other
information by properly completing the substitute Form W-9 included in the
letter of transmittal. Foreign stockholders, as defined in section 15, must
submit a properly completed Form W-8, which may be obtained from the depositary,
in order to prevent backup withholding. In general, backup withholding does not
apply to corporations or to foreign stockholders subject to 30%, or lower treaty
rate, withholding on gross payments received pursuant to the offer. For
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a discussion of certain federal income tax consequences to tendering
stockholders, see section 15. Each stockholder is urged to consult with his or
her own tax advisor regarding his, her or its qualification for exemption from
backup withholding and the procedure for obtaining any applicable exemption.
It is a violation of Rule 14e under the Securities Exchange Act of 1934, as
amended, for a person to tender shares for his or her own account unless the
person so tendering (i) has a net long position equal to or greater than the
amount of (x) shares tendered or (y) other securities immediately convertible
into, exercisable or exchangeable for the amount of shares tendered and will
acquire such shares for tender by conversion, exercise or exchange of such other
securities and (ii) will cause such shares to be delivered in accordance with
the terms of the offer. Rule 14e-4 provides a similar restriction applicable to
the tender on behalf of another person. The tender of shares pursuant to any one
of the procedures described above will constitute your representation and
warranty that (i) you have a net long position in the shares being tendered
within the meaning of Rule 14e-4, and (ii) the tender of such shares complies
with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the
offer will constitute a binding agreement between you and FBL upon the terms and
subject to the conditions of the offer.
All questions as to the purchase price, the form of documents, the number of
shares to be accepted and the validity, eligibility, including time of receipt,
and acceptance for payment of any tender of shares will be determined by us, in
our sole discretion. Our determination will be final and binding on all parties.
We reserve the absolute right to reject any or all tenders of shares that we
determine are not in proper form or the acceptance for payment of or payment for
shares that may, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive any defect or irregularity in any tender of any
particular shares. None of FBL, the dealer manager/information agent, the
depositary or any other person is or will be under any duty to give notice of
any defect or irregularity in tenders, nor shall any of them incur any liability
for failure to give any such notice.
Certificates for shares, together with a properly completed letter of
transmittal, or, in the case of a book-entry transfer, an agent's message, and
any other documents required by the letter of transmittal, must be delivered to
the depositary and not to FBL. Any such documents delivered to us will not be
forwarded to the depositary and therefore will not be deemed to be properly
tendered.
401(K) SAVINGS PLAN. If you are a participant in the Farm Bureau 401(k)
Savings Plan, you may instruct the trustee to tender some or all of the shares
allocated to your account by following the procedures in the "Letter to
Participants in the Farm Bureau 401(k) Savings Plan," and returning it to the
trustee or tabulating agent. This letter will be furnished to you separately. In
addition, all documents furnished to stockholders generally in connection with
the offer will be made available to participants whose accounts under the 401(k)
savings plan are credited with shares. Participants in the 401(k) savings plan
cannot use the letter of transmittal to direct the tender of shares allocated to
their account but must use the separate instruction letter sent to them.
The 401(k) savings plan is prohibited from selling shares to us for a price
that is less than the prevailing market price. Accordingly, if the prevailing
market price of our common stock at the expiration date exceeds $20.00 per
share, any tendered 401(k) shares will be automatically withdrawn from the
tender offer.
DELIVERY OF A LETTER OF TRANSMITTAL BY A 401(K) SAVINGS PLAN PARTICIPANT
DOES NOT CONSTITUTE PROPER TENDER OF HIS OR HER 401(K) SAVINGS PLAN SHARES.
PROPER TENDER CAN ONLY BE MADE BY THE TRUSTEE, WHO IS THE RECORD OWNER OF THE
SHARES HELD IN A 401(K) SAVINGS PLAN. PLEASE NOTE THAT INSTRUCTION LETTERS MUST
BE SUBMITTED TO THE TRUSTEE AT LEAST FIVE BUSINESS DAYS BEFORE THE EXPIRATION
DATE. WE HAVE BEEN ADVISED THAT IF THE TRUSTEE HAS NOT RECEIVED A PARTICIPANT'S
INSTRUCTIONS AT LEAST FIVE
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BUSINESS DAYS BEFORE THE EXPIRATION DATE, THE TRUSTEE WILL NOT TENDER ANY SHARES
HELD ON BEHALF OF THE PARTICIPANT IN THE 401(K) SAVINGS PLAN.
The proceeds received from any tender of shares from a participant's 401(k)
savings plan account will be reinvested pro rata in accordance with the
participant's current investment directions for new contributions to that plan.
However, if the participant's current investment directions for new
contributions provide that some or all of the contributions are to be invested
in our common stock, then that portion of the tender proceeds will be invested
in a deferred annuity. Once the tender proceeds have been credited to the
participant's 401(k) savings plan account, the participant may reallocate his or
her investments among the various investment funds under the 401(k) savings plan
in the usual manner. Participants in the 401(k) savings plan are urged to read
their separate instruction letter and related materials carefully.
DIVIDEND REINVESTMENT PLAN. If you are a participant in our dividend
reinvestment plan and you wish to tender shares held in your plan account, you
must complete the box in the letter of transmittal entitled "Tender of Shares
Held in FBL Dividend Reinvestment and Stock Purchase Plan." Shares credited to
your plan account under the dividend reinvestment plan will be tendered by
ChaseMellon Shareholder Services, L.L.C., as administrator of the plan,
according to the instructions provided in the appropriate places in the letter
of transmittal. Shares in plan accounts for which the administrator has not
received timely instructions prior to the expiration date of our offer will not
be tendered. You may direct that all or a portion of the shares held in your
account be tendered by the plan administrator.
The dividend reinvestment plan is available only to stockholders of record.
Accordingly, the participants in the dividend reinvestment plan will receive all
documents furnished to stockholders generally in connection with the offer. No
additional documents will be delivered. You are urged to read the letter of
transmittal carefully.
4. WITHDRAWAL RIGHTS
Tenders of shares made pursuant to the offer may be withdrawn at any time
prior to the expiration date. Thereafter, tenders are irrevocable, except that
they may be withdrawn after 12:00 midnight, New York City time, November 20,
2000 unless previously accepted for payment by us as provided in this offer to
purchase. If we extend the period of time during which the offer is open, are
delayed in purchasing shares or are unable to purchase shares pursuant to the
offer for any reason, then, without prejudice to our rights under the offer, the
depositary may, on behalf of us, retain all shares tendered, and the shares may
not be withdrawn except as otherwise provided in this section 4, subject to
Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making
the tender offer shall either pay the consideration offered, or return the
tendered securities promptly after the termination or withdrawal of the tender
offer.
WITHDRAWAL OF SHARES HELD IN PHYSICAL FORM. Tenders of shares made pursuant
to the offer may not be withdrawn after the expiration date, except that they
may be withdrawn after 12:00 midnight, New York City time, November 20, 2000
unless accepted for payment by us as provided in this offer. For a withdrawal to
be effective prior to that time, a stockholder of shares held in physical form
must provide a written, telegraphic or facsimile transmission notice of
withdrawal to the depositary at its address set forth on the back cover page of
this offer before the expiration date, which notice must contain: (A) the name
of the person who tendered the shares; (B) a description of the shares to be
withdrawn; (C) the certificate numbers shown on the particular certificates
evidencing the shares; (D) the signature of the stockholder executed in the same
manner as the original signature on the letter of transmittal, including any
signature guarantee, if such original signature was guaranteed; and (E) if the
shares are held by a new beneficial owner, evidence satisfactory to FBL that the
person withdrawing the tender has succeeded to the beneficial ownership of the
shares. A purported notice of
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withdrawal which lacks any of the required information will not be an effective
withdrawal of a tender previously made.
WITHDRAWAL OF SHARES HELD WITH THE BOOK-ENTRY TRANSFER FACILITY. Tenders of
shares made pursuant to the offer may not be withdrawn after the expiration
date, except that they may be withdrawn after 12:00 midnight, New York City
time, November 20, 2000 unless accepted for payment by FBL as provided in this
offer. For a withdrawal to be effective prior to that time, a stockholder of
shares held with the book-entry transfer facility must (i) call his or her
broker and instruct the broker to withdraw the tender of shares by debiting the
depositary's account at the book-entry transfer facility for all shares to be
withdrawn; and (ii) instruct the broker to provide a written, telegraphic or
facsimile transmission notice of withdrawal to the depositary on or before the
expiration date. The notice of withdrawal shall contain (A) the name of the
person who tendered the shares; (B) a description of the shares to be withdrawn;
and (C) if the shares are held by a new beneficial owner, evidence satisfactory
to us that the person withdrawing the tender has succeeded to the beneficial
ownership of the shares. A purported notice of withdrawal which lacks any of the
required information will not be an effective withdrawal of a tender previously
made.
Participants in the Farm Bureau 401(k) Savings Plan who wish to withdraw
their shares must follow the instructions found in the "Letter to Participants
in the Farm Bureau 401(k) Savings Plan" which has been sent separately to
participants in the 401(k) savings plan.
Any permitted withdrawals of tenders of shares may not be rescinded, and any
shares so withdrawn will thereafter be deemed not validly tendered for purposes
of the offer; provided, however, that withdrawn shares may be re-tendered by
following the procedures for tendering prior to the expiration date.
All questions as to the form and validity, including time of receipt, of any
notice of withdrawal will be determined by us, in our sole discretion, which
determination shall be final and binding on all parties. None of FBL, the dealer
manager/information agent, the depositary or any other person is or will be
under any duty to give notification of any defect or irregularity in any notice
of withdrawal or incur any liability for failure to give any such notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the offer and as promptly as
practicable after the expiration date, we will announce the results of the
tender offer and the proration factor to be applied. Subject to the proration
and conditional tender provisions of the offer, we will accept for payment and
pay the purchase price for shares validly tendered and not withdrawn.
Thereafter, payment for all shares validly tendered on or prior to the
expiration date and accepted for payment will be made by the depositary by check
as promptly as practicable. In all cases, payment for shares accepted for
payment will be made only after timely receipt by the depositary of certificates
for such shares, or of a timely confirmation of a book-entry transfer of such
shares into the depositary's account at DTC, a properly completed and duly
executed letter of transmittal or a manually signed copy thereof, with any
required signature guarantees, or in the case of a book-entry delivery an
agent's message, and any other required documents.
For purposes of the offer, we shall be deemed to have accepted for payment,
and thereby purchased, subject to proration and conditional tenders, shares that
are validly tendered and not withdrawn as, if and when we give oral or written
notice to the depositary of our acceptance for payment of the shares. In the
event of proration, we will determine the proration factor and pay for those
tendered shares accepted for payment as soon as practicable after the expiration
date. However, we do not expect to be able to announce the final results of any
such proration until approximately seven trading days after the expiration date.
We will pay for shares that we have purchased pursuant to the offer by
depositing the aggregate purchase price therefor with the depositary. The
depositary will
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act as agent for tendering stockholders for the purpose of receiving payment
from us and transmitting payment to tendering stockholders. Under no
circumstances will interest be paid on amounts to be paid to tendering
stockholders, regardless of any delay in making such payment.
Certificates for all shares not purchased, including shares not purchased
because of proration and shares that were conditionally tendered and not
accepted, will be returned, or, in the case of shares tendered by book-entry
transfer, the shares will be credited to an account maintained with the book-
entry transfer facility by the participant therein who so delivered the shares,
as promptly as practicable following the expiration date without expense to the
tendering stockholder.
Payment for shares may be delayed in the event of difficulty in determining
the number of shares properly tendered or if proration is required. See section
1. In addition, if certain events occur, we may not be obligated to purchase
shares pursuant to the offer. See section 7.
We will pay or cause to be paid any stock transfer taxes with respect to the
sale and transfer of any shares to us or our order pursuant to the offer. If,
however, payment of the purchase price is to be made to, or a portion of the
shares delivered, whether in certificated form or by book entry, but not
tendered or not purchased are to be registered in the name of, any person other
than the registered holder, or if tendered shares are registered in the name of
any person other than the person signing the letter of transmittal, unless the
person is signing in a representative or fiduciary capacity, the amount of any
stock transfer taxes, whether imposed on the registered holder, such other
person or otherwise, payable on account of the transfer to the person will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted. See instruction 6 to the
letter of transmittal.
Any tendering stockholder or other payee who fails to complete fully and
sign the substitute Form W-9 included in the letter of transmittal, or, in the
case of a foreign individual, a Form W-8, may be subject to required federal
income tax withholding of 31% of the gross proceeds paid to such stockholder or
other payee pursuant to the offer. See section 3.
6. CONDITIONAL TENDER OF SHARES
Under certain circumstances and subject to the exceptions set forth in
section 1, we may prorate the number of shares purchased pursuant to the offer.
As discussed in section 15, the number of shares to be purchased from a
particular stockholder might affect the tax treatment of the purchase for the
stockholder and the stockholder's decision whether to tender. Each stockholder
is urged to consult with his or her own tax advisor. Accordingly, a stockholder
may tender shares subject to the condition that a specified minimum number of
the stockholder's shares tendered pursuant to a letter of transmittal, which may
be up to all of the shares tendered, must be purchased if any shares so tendered
are purchased. Any stockholder desiring to make a conditional tender must so
indicate in the box captioned "Conditional Tender" in the letter of transmittal.
If you wish to make a conditional tender, you must calculate and
appropriately indicate the minimum number of shares you will tender. If the
effect of accepting tenders on a pro rata basis would be to reduce the number of
shares to be purchased from you below the minimum number so specified, your
tender will automatically be regarded as withdrawn, except as provided in the
next paragraph, and all shares tendered by you will be returned as promptly as
practicable thereafter.
If conditional tenders that would otherwise be regarded as withdrawn, cause
the total number of shares to be purchased by FBL to fall below 1,101,462, then,
to the extent feasible, we will select enough such conditional tenders to permit
us to purchase 1,101,462 shares. In selecting among these conditional tenders,
we will select by lot and will limit our purchase in each case to the minimum
number of shares designated by the stockholder in the applicable letter of
transmittal as a condition to his or her tender.
10
<PAGE>
7. CONDITIONS OF THE OFFER
Notwithstanding any other provision of the offer, we will not be required to
accept for payment or pay for any shares tendered, and may terminate or amend
and may postpone, subject to the requirements of the Exchange Act for prompt
payment for or return of shares tendered, the acceptance for payment of shares
tendered, if at any time after September 26, 2000 and at or before acceptance
any of the following shall have occurred:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of shares pursuant to the offer or
otherwise in any manner relates to or affects the offer or (ii) in the
reasonable judgment of FBL, could materially and adversely affect the
business, condition, financial or other, income, operations or prospects
of FBL and our subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of FBL
or any of our subsidiaries or materially impair the offer's contemplated
benefits to us;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the offer or FBL or any
of our subsidiaries, by any legislative body, court, authority, agency or
tribunal which, in our sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some
or all of the shares illegal or otherwise restrict or prohibit
consummation of the offer, (ii) delay or restrict the ability of FBL, or
render us unable, to accept for payment or pay for some or all of the
shares, (iii) materially impair the contemplated benefits of the offer to
us or (iv) materially affect the business, condition, financial or other,
income, operations or prospects of FBL and our subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of FBL or any of our subsidiaries;
(c) it shall have been publicly disclosed or we shall have learned that
(i) any person or "group," within the meaning of Section 13(d)(3) of the
Exchange Act, has acquired or proposes to acquire beneficial ownership of
more than 5% of the outstanding shares whether through the acquisition of
stock, the formation of a group, the grant of any option or right, or
otherwise, other than as disclosed in a Schedule 13D or 13G on file with
the SEC on September 26, 2000 (except for an acquisition of shares by the
Kansas Farm Bureau Federation [see Section 10, below]), or (ii) any
person or group that on or prior to September 26, 2000 had filed a
Schedule 13D or 13G with the SEC thereafter shall have acquired or shall
propose to acquire, whether through the acquisition of stock, the
formation of a group, the grant of any option or right, or otherwise,
beneficial ownership of additional shares representing 2% or more of the
outstanding shares;
(d) there shall have occurred (i) any general suspension of trading in, or
limitation of prices for, securities on any national securities exchange
or in the over-the-counter market, (ii) any significant decline in the
market price of the shares or in the general level of market prices of
equity securities in the United States or abroad, (iii) any change in the
general political, market, economic or financial condition in the United
States or abroad that could have a material adverse effect on our
business, condition, financial or otherwise, income, operations,
prospects or ability to obtain financing generally or the trading in the
shares, (iv) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or any limitation on,
or any event which, in our reasonable judgment, might affect the
extension of credit by lending institutions in the United States,
(v) the commencement of a war, armed hostilities or other international
or national calamity directly
11
<PAGE>
or indirectly involving the United States, or (vi) in the case of any of
the foregoing existing at the time of the commencement of the offer, in
our reasonable judgment, a material acceleration or worsening thereof;
(e) a tender or exchange offer with respect to some or all of the shares,
other than the offer, or a merger, acquisition or other business
combination proposal for FBL, shall have been proposed, announced or made
by another person or group, within the meaning of Section 13(d)(3) of the
Exchange Act;
(f) there shall have occurred any event or events that has resulted, or may
in the reasonable judgment of FBL result, directly or indirectly, in an
actual or threatened change in the business, condition, financial or
other, income, operations, stock ownership or prospects of FBL and our
subsidiaries;
and, in the reasonable judgment of FBL, such event or events make it undesirable
or inadvisable to proceed with the offer or with such acceptance for payment.
The foregoing conditions are for the reasonable benefit of FBL and may be
asserted by us regardless of the circumstances, including any action or inaction
by us, giving rise to any of these conditions, and any such condition may be
waived by us, in whole or in part, at any time and from time to time in our
reasonable discretion. The failure by FBL at any time to exercise any of the
foregoing rights shall not be deemed a waiver of the right and each of these
rights shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by us concerning the events described above
will be final and binding on all parties.
Acceptance of shares validly tendered in the offer is subject to the
condition that, as of the expiration date, and after giving pro forma effect to
the acceptance of shares validly tendered, the shares would remain listed for
quotation on the New York Stock Exchange. This condition may not be waived.
The Exchange Act requires that all conditions to the offer must be satisfied
or waived before the expiration date.
8. PRICE RANGE OF SHARES; DIVIDENDS
The Class A common stock of FBL Financial Group, Inc. is traded on the New
York Stock Exchange under the symbol FFG. The following table sets forth the
cash dividends per common share and the high and low interday prices of FBL
Class A common stock for each quarter of 2000 (year to date), 1999 and 1998. All
per share amounts reflect the two-for-one common stock split which occurred on
April 17, 1998.
<TABLE>
<CAPTION>
HIGH LOW DIVIDEND
1998 ----------- ----------- --------
<S> <C> <C> <C>
1st Quarter........................................... $ 26 5/16 $ 17 5/8 $ .075
2nd Quarter........................................... $ 30 11/16 $ 24 3/4 $ .075
3rd Quarter........................................... $ 28 5/8 $ 19 11/16 $ .075
4th Quarter........................................... $ 26 3/8 $ 18 1/16 $ .075
1999
1st Quarter........................................... $ 24 1/2 $ 17 3/8 $.0825
2nd Quarter........................................... $ 22 1/2 $ 17 1/8 $.0825
3rd Quarter........................................... $ 21 3/8 $ 18 5/8 $.0825
4th Quarter........................................... $ 20 3/4 $ 12 3/8 $.0825
2000
1st Quarter........................................... 19 3/4 12 3/8 $ .09
2nd Quarter........................................... 16 7/8 12 5/8 $ .09
3rd Quarter*.......................................... 16 5/16 12 1/8 $ .09**
</TABLE>
--------------------------
* through September 22, 2000
12
<PAGE>
** payable September 30, 2000 to all holders of record as of September 15,
2000. Since the third quarter dividend is payable to persons who were
holders of record at the close of business September 15, 2000, those holders
will receive the third quarter dividend whether or not they tender shares in
this offer.
There is no established public trading market for the Company's Class B
common stock. As of September 15, 2000, there were approximately 2,800 holders
of Class A common stock, including participants holding securities under the
name of a broker (i.e. "street name"), and 27 holders of Class B common stock.
On September 22, 2000, the closing price of the shares on the New York Stock
Exchange was $15.19 per share. Stockholders are urged to obtain current market
quotations for the shares.
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
We believe that the purchase of shares is an attractive use of a portion of
FBL's available capital on behalf of our stockholders and is consistent with our
long-term goal of increasing stockholder value. We believe we have adequate
sources of capital to complete the share repurchase and pursue business
opportunities.
Over time, our profitable operations have contributed to the growth of a
capital base that exceeds the amount of capital needed to support our insurance
and financial services business. After evaluating a variety of alternatives to
utilize more effectively our capital base and to attempt to maximize stockholder
value, our management and board of directors believe that the purchase of shares
pursuant to the offer is a positive action that is intended to accomplish the
desired objectives. Other actions previously employed, including periodic open
market purchases of shares and quarterly cash dividends, have enhanced
stockholder value, but capital remains at high levels, and this affects our
ability to produce desired returns for stockholders.
Our prior activities involving management of our capital base include in
1998 transferring our home office properties to our majority shareholder in
redemption of 2,536,112 Class A common shares valued at $45.7 million and
acquiring Class A shares under Board approved repurchase plans in the market and
pursuant to privately negotiated purchases as follows:
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES COST
---- ---------------- -------------
<S> <C> <C>
1997........................................... 1,930,740 $24.8 million
1998........................................... 961,536 $25.0 million
1999........................................... 1,322,920 $25.7 million
2000........................................... 608,379 $10.5 million
</TABLE>
The offer is designed to restructure our balance sheet in order to increase
return on equity and earnings per share by reducing the amount of equity and
shares outstanding. Based upon the current market price of our shares, we
believe that the purchase of shares is an attractive use of funds. Following the
purchase of the shares, we believe funds provided by earnings, combined with
other sources of liquidity, will be fully adequate to meet our funding needs for
the foreseeable future. Upon completion of the offer, we expect that FBL and our
wholly owned subsidiaries, Farm Bureau Life Insurance Company and EquiTrust Life
Insurance Company, will continue to maintain adequate capital for all operations
and appropriate risk based capital ratios to continue to meet existing insurance
department regulations and to continue to receive the ratings currently placed
upon them by independent rating agencies.
If you are considering the sale of all or a portion of your shares, the
offer gives you the opportunity to tender your shares for cash without the usual
transaction costs associated with open-market sales. The offer may also give you
the opportunity to sell shares at prices greater than market prices prevailing
prior to the announcement of the offer. See section 8. In addition, qualifying
stockholders owning beneficially fewer than 100 shares, whose shares are
purchased pursuant to the
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<PAGE>
offer, not only will avoid the payment of brokerage commissions but will also
avoid any applicable odd lot discounts to the market price typically charged by
brokers for executing odd lot trades.
Stockholders who do not tender their shares pursuant to the offer and
stockholders who otherwise retain an equity interest in FBL as a result of a
partial tender of shares or a proration pursuant to section 1 of the offer to
purchase will continue to be owners of FBL with the attendant risks and rewards
associated with owning the equity securities of FBL. As noted above, FBL,
following completion of the offer, believes it will maintain adequate capital to
continue all current operations and for its insurance subsidiaries to continue
to receive their current ratings. Consequently, we believe that stockholders
will not be subject to materially greater risk as a result of the reduction of
the capital base. Stockholders who determine not to accept the offer will
realize a proportionate increase in their relative equity interest in FBL and,
thus, in FBL's earnings and assets, subject to any risks resulting from our
purchase of shares and our ability to issue additional equity securities in the
future. In addition, to the extent the purchase of shares pursuant to the offer
results in a reduction of the number of stockholders of record, our costs for
services to stockholders may be reduced.
The recent agreements with certain Farm Bureau affiliated entities to
repurchase 2,648,538 Class A shares owned by them (see Section 10), together
with this tender offer, are designed to result in the repurchase by the Company
of up to 3,750,000 shares, all at $20 per share, for a total expenditure of
$75,000,000.
If fewer than 1,101,462 shares are purchased pursuant to the offer, we may
repurchase the remainder of the shares on the open market, in privately
negotiated transactions or otherwise. In the future, we may determine to
purchase additional shares on the open market, in privately negotiated
transactions, through one or more tender offers or otherwise. Any purchases may
be on the same terms as, or on terms which are more or less favorable to
stockholders than, the terms of this offer. However, Rule 13e-4 under the
Exchange Act prohibits us and our affiliates from purchasing any shares, other
than pursuant to the offer, until at least ten business days after the
expiration date. Any future purchases of shares by FBL would depend on many
factors, including the market price of the shares, our business and financial
position, and general economic and market conditions.
We also reserve the right, but will not be obligated, to purchase all shares
properly tendered by any stockholder who tenders all shares owned beneficially
or of record, who as a result of proration, would then own a total of fewer than
100 shares. If we exercise this right, it will increase the number of shares we
are offering to purchase in our offer by the number of shares purchased through
the exercise of this right, subject to applicable law.
Shares we acquire pursuant to the offer will be restored to the status of
authorized and unissued shares. They will be available for us to issue without
further stockholder action, except as required by applicable law or the
rules of the New York Stock Exchange or any other securities exchange on which
the shares are listed, for purposes including, but not limited to, the
acquisition of other businesses, the raising of additional capital for use in
our business and the satisfaction of obligations under existing or future
employee benefit plans. We have no current plans for reissuance of the shares
repurchased pursuant to the offer.
Neither FBL nor our board of directors makes any recommendation to any
stockholder as to whether to tender all or any shares. Each stockholder must
make his or her own decision whether to tender shares and, if so, how many
shares to tender and at what price. Directors, officers and employees of FBL who
own shares may participate in the offer on the same basis as our other
stockholders. We have been advised that none of the directors or executive
officers of FBL intend to tender shares pursuant to the offer.
10. INFORMATION CONCERNING FBL FINANCIAL GROUP, INC.
GENERAL. FBL Financial Group, Inc. is a holding company whose primary
operating subsidiaries include Farm Bureau Life Insurance Company and EquiTrust
Life Insurance Company. We underwrite
14
<PAGE>
and distribute life insurance, annuities and mutual funds to individuals and
small businesses. We also have various support operations, including investment
advisory, leasing, marketing and distribution services, that complement our core
life insurance operations. In addition, we manage four Farm Bureau affiliated
property-casualty insurance companies for a management fee. Our three-pronged
growth strategy includes (1) internal growth within our traditional Farm Bureau
distribution network in 14 Midwestern and western states, (2) alliances and
consolidations with other Farm Bureau companies, and (3) alliances and
consolidations outside the Farm Bureau network.
Our executive offices are located at 5400 University Avenue, West Des
Moines, Iowa 50266, our telephone number is (515) 225-5400 and our Web site is
located at HTTP://WWW.FBLFINANCIAL.COM.
USE OF CAPITAL. FBL's Board of Directors determined that it should attempt
to repurchase up to 3,750,000 shares of Class A common stock at $20 per share,
or $75,000,000. That would represent the acquisition of approximately 12.57% of
the currently outstanding Class A shares. FBL has proceeded to enter into a
binding contract with the Iowa Farm Bureau Federation, its majority shareholder,
to acquire 2,151,429 of the Class A common stock from it. FBL has also signed
agreements to acquire 79,584 shares from Farm Bureau Mutual Insurance Company,
24,046 shares from Western Agricultural Insurance Company, and 2,928 shares from
Western Farm Bureau Mutual Insurance Company. Since FBL manages each of the
named insurance companies under management contracts, they may be considered to
be affiliates of FBL. Additionally, FBL has entered into contracts with 15 other
entities with Farm Bureau ties, but which are not affiliates of FBL, to acquire
a total of 390,551 shares from them. In each instance, the purchase price is $20
per share, and the amount of the shareholder's interest that is contracted to be
acquired is approximately 12.57% of that holder's Class A common stock. Each of
such holders, before these transactions owning in the aggregate 70.6% of FBL's
Class A common stock, has indicated that it will not participate in this tender
offer. Several of FBL's shareholders with ties to Farm Bureau, owning an
aggregate of 2.0% of the outstanding Class A common stock, did not participate
in these privately negotiated arrangements and may in their discretion
participate in this tender offer.
KANSAS TRANSACTION. FBL announced September 25, 2000 that it and Kansas
Farm Bureau Services, Inc. had entered into an Asset Acquisition Agreement
pursuant to which FBL would acquire the assets of Kansas Farm Bureau Life
Insurance Company. Completion of the acquisition is subject to a number of
conditions, including regulatory approval under the Hart-Scott-Rodino Act and
the Kansas Insurance Holding Company Act, and closing is not expected until some
time in the first quarter of 2001. Consideration payable by FBL is expected to
consist of 3,411,000 shares of a new Series C Cumulative Voting, Preferred Stock
with a redemption value of $88,148,768. The shares will vote share for share
with the Class A common shares, and will receive dividends equal to the greater
of $.10 per share per quarter or the dividends payable on the Class A common
shares.
MANDATORY REDEMPTION--One year following the issue date, 49.9% of the
Series C preferred shares will be redeemed at their aggregate redemption value,
in cash. Five years following the issue date, the remaining shares of Series C
Preferred will be redeemed for their aggregate redemption value in cash.
11. SOURCE AND AMOUNT OF FUNDS
Assuming that we purchase the maximum of 1,101,462 shares pursuant to this
offer at $20.00 per share, the total amount required by us to purchase these
shares will be $22,029,240, exclusive of fees and other expenses. We will also
purchase 2,648,538 shares from the Farm Bureau stockholders (see section 10) for
$52,970,760. We will fund those purchases with cash, including a $32,000,000
dividend to be received from the Farm Bureau Life Insurance Company in fourth
quarter 2000, and through the sale of marketable securities held in our
portfolio. Those marketable securities were acquired in large part from proceeds
of a special $75,000,000 dividend from Farm Bureau Life Insurance Company
received in 1999.
15
<PAGE>
12. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS
AND ARRANGEMENTS CONCERNING SHARES
The following table shows how much Class A common stock was owned by each
director and each named executive officer and by all directors and executive
officers as a group, as of September 15, 2000. The percentage of Company shares
beneficially owned by any one director or officer does not exceed 1%.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OWNED
---- -------------------
<S> <C>
Eric K. Aasmundstad......................................... 4,000(b)
Stanley R. Ahlerich......................................... 4,300(b)
Kenneth R. Ashby............................................ 5,000(a)
Jerry L. Chicoine........................................... 8,894(a)
O. Al Christropherson....................................... 5,568(a)
John W. Creer............................................... 6,953(a)
Jerry C. Downin............................................. 0
Kenny J. Evans.............................................. 5,000(a)
Karen J. Henry.............................................. 5,600(a)
Timothy J. Hoffman.......................................... 62,547(c)(d)
Richard G. Kjerstad......................................... 12,000(a)
G. Steven Kouplen........................................... 1,000(b)
David L. McClure............................................ 3,000(b)
Roger Bill Mitchell......................................... 4,500(b)(f)
Stephen M. Morain........................................... 82,251(c)(d)(e)
Bryce P. Neidig............................................. 5,799(a)
James W. Noyce.............................................. 56,223(c)(d)
William J. Oddy............................................. 104,288(c)(d)
John Paule.................................................. 10,757(c)(d)
Howard D. Poulson........................................... 5,000(a)
Frank S. Priestley.......................................... 5,000(a)
JoAnn W. Rumelhart.......................................... 44,635(c)(d)
John J. Van Sweden.......................................... 5,000(b)
John E. Walker.............................................. 9,097(a)
Edward M. Wiederstein....................................... 46,232(c)(d)
All directors and executive officers as a group (30
persons).................................................. 603,699(a)(b)(c)(d)
</TABLE>
------------------------
(a) Includes 5,000 shares subject to options exercisable within 60 days.
(b) Includes shares subject to options exercisable within 60 days for the
following directors: McClure, 3,000; Mitchell, 4,500; Van Sweden, 1,331;
Aasmundstad, 4,000; Ahlerich, 4,000; and Kouplen, 1,000.
(c) Includes shares held in Company 401(k) Savings Plan by the following named
executive officers: Hoffman, 2,219; Morain, 6,640; Noyce, 4,308; Oddy,
11,502; Paule, 491; Rumelhart, 8,579; and Wiederstein, 367.
(d) Includes shares subject to options exercisable within 60 days held by the
following named executive officers: Hoffman, 60,128; Morain, 71,751; Noyce,
50,595; Oddy, 90,986; Paule, 9,966; Rumelhart, 33,656; and Wiederstein,
44,865.
(e) Mr. Morain disclaims beneficial ownership of 1,860 shares included in this
number owned by his children.
16
<PAGE>
(f) Mr. Mitchell has announced his intention not to seek re-election as
President of the Colorado FarmBureau, which will make him ineligible for
continued service in FBL's Board of Directors.
As of September 15, 2000, FBL had 29,831,305 Class A common shares issued
and outstanding, and had reserved 1,712,565 shares for issuance upon exercise of
outstanding stock options. When taken together with the shares we are committed
to acquire from Farm Bureau interests (see section 10), the 1,101,462 shares
that we are offering to purchase represent approximately 12.57% of the
outstanding shares. As of September 15, 2000, our directors and executive
officers as a group, 30 persons, beneficially owned an aggregate of 603,699
shares, including 526,762 shares covered by currently exercisable options
granted under our stock option plan, representing approximately 1.9% of the
outstanding Class A shares, assuming the exercise by such persons of their
currently exercisable options. Directors, executive officers and employees of
FBL who own shares may participate in the offer on the same basis as our other
stockholders. We have been advised that none of our directors or executive
officers intend to tender shares pursuant to the offer.
Assuming we purchase 1,101,462 shares pursuant to the offer, and none of our
directors or executive officers tender any shares pursuant to the offer, then
after the purchase of shares pursuant to the offer, our executive officers and
directors as a group would own beneficially approximately 2.3% of the
outstanding shares, assuming the exercise by these persons of their currently
exercisable options.
In the last 60 days we are aware of the following transactions: We have
confirmed agreements to purchase 2,151,429 shares at $20.00 per share from our
major shareholder, Iowa Farm Bureau Federation, and 106,558 shares at $20.00 per
share from three Farm Bureau affiliated insurance companies managed by us. One
executive officer exercised additional stock options, and continues to own the
shares he received. See section 10. Executive officers and directors have
continued in the ordinary course to accumulate beneficial ownership of Class A
shares under the 401(k) Plan and the director's deferred compensation plan.
Except for those, neither FBL, nor any subsidiary of FBL nor, to the best of our
knowledge, any of FBL's directors and executive officers, nor any affiliate of
any of the foregoing, had any transactions involving the shares during the 60
days prior to the date hereof.
Except for (1) normal share acquisitions in the 401(k) Plan and outstanding
options to purchase shares granted from to time to time during recent years to
certain directors and employees, including executive officers, pursuant to our
stock option plan and directors deferred compensation plan, (2) the commitments
to acquire shares from Farm Bureau entities described in section 10, (3) the
proposed transaction regarding Kansas Farm Bureau Life Insurance Company
described in section 10, and except as otherwise described herein, neither FBL
nor, to the best of our knowledge, any of our affiliates, directors or executive
officers, or any of the directors or executive officers of any of its
affiliates, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
offer with respect to any securities of FBL including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
Except as disclosed in this offer, FBL, its directors and executive officers
have no current plans or proposals which relate to or would result in:
- the acquisition by any person of additional securities of FBL, except
through normal benefit or deferred compensation plans for employees and
directors, or the disposition of securities of FBL (see section 10);
- an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving FBL or any of our subsidiaries (see
section 10);
- a purchase, sale or transfer of a material amount of assets of FBL or any
of our subsidiaries;
- any change in the present board of directors or management of FBL;
17
<PAGE>
- any material change in the present dividend rate or policy, or
indebtedness or capitalization of FBL;
- any other material change in FBL's corporate structure or business;
- any change in our certificate of incorporation or bylaws or any actions
which may impede the acquisition of control of FBL by any person;
- a class of equity security of FBL being delisted from a national
securities exchange;
- a class of equity securities of FBL becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
- the suspension of our obligation to file reports pursuant to Section
15(d) of the Exchange Act (see section 10).
13. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES;
REGISTRATION UNDER THE EXCHANGE ACT
FBL's purchase of shares pursuant to this offer will reduce the number of
shares that might otherwise be traded publicly and may reduce the number of
stockholders. Nonetheless, we anticipate that there will be a sufficient number
of shares outstanding and publicly traded following consummation of the offer to
ensure a continued trading market for the shares. Based upon published
guidelines of the New York Stock Exchange, we believe that following our
purchase of shares pursuant to the offer, our remaining shares will continue to
qualify to be quoted on the New York Stock Exchange.
The shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such shares as collateral. We believe
that, following the purchase of shares pursuant to the offer, the shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The shares are registered under the Exchange Act, which requires, among
other things, that we furnish certain information to our stockholders and the
SEC and comply with SEC's proxy rules in connection with meetings of our
stockholders.
14. LEGAL MATTERS; REGULATORY APPROVALS
We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our acquisition of
shares as contemplated herein or of any approval or other action by, or any
filing with, any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of shares by us as contemplated herein. Should any
approval or other action be required, we presently contemplate that the approval
or other action will be sought. We are unable to predict whether we may
determine that we are required to delay the acceptance for payment of or payment
for shares tendered pursuant to this offer pending the outcome of any such
matter. There can be no assurance that any approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
the failure to obtain any approval or other action might not result in adverse
consequences to our business. Our obligations under the offer to accept for
payment and pay for shares is subject to certain conditions. See section 7.
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15. FEDERAL INCOME TAX CONSEQUENCES
GENERAL. The following is a discussion of the material United States
federal income tax consequences to stockholders with respect to a sale of shares
pursuant to the offer. The discussion is based upon the provisions of the
Internal Revenue Code of 1986, as amended, Treasury regulations, Internal
Revenue Service rulings and judicial decisions, all in effect as of the date
hereof and all of which are subject to change, possibly with retroactive effect,
by subsequent legislative, judicial or administrative action. The discussion
does not address all aspects of United States federal income taxation that may
be relevant to a particular stockholder in light of the stockholder's particular
circumstances or to certain types of holders subject to special treatment under
the United States federal income tax laws, such as certain financial
institutions, tax-exempt organizations, life insurance companies, dealers in
securities or currencies, employee benefit plans or stockholders holding the
shares as part of a conversion transaction, as part of a hedge or hedging
transaction, or as a position in a straddle for tax purposes. In addition, the
discussion below does not consider the effect of any foreign, state, local or
other tax laws that may be applicable to particular stockholders. The discussion
assumes that the shares are held as "capital assets" within the meaning of
Section 1221 of the Internal Revenue Code. We have neither requested nor
obtained a written opinion of counsel or a ruling from the IRS with respect to
the tax matters discussed below.
Each stockholder should consult his or her own tax advisor as to the
particular United States federal income tax consequences to that stockholder
tendering shares pursuant to the offer and the applicability and effect of any
state, local or foreign tax laws and recent changes in applicable tax laws.
CHARACTERIZATION OF THE SURRENDER OF SHARES PURSUANT TO THE OFFER. The
surrender of shares by a stockholder to FBL pursuant to the offer will be a
taxable transaction for United States federal income tax purposes and may also
be a taxable transaction under applicable state, local and foreign tax laws. The
United States federal income tax consequences to a stockholder may vary
depending upon the stockholder's particular facts and circumstances. Under
Section 302 of the Internal Revenue Code, the surrender of shares by a
stockholder to FBL pursuant to the offer will be treated as a "sale or exchange"
of shares for United States federal income tax purposes, rather than as a
distribution by FBL with respect to the shares held by the tendering
stockholder, if the receipt of cash upon surrender (i) is "substantially
disproportionate" with respect to the stockholder, (ii) results in a "complete
redemption" of the stockholder's interest in FBL, or (iii) is "not essentially
equivalent to a dividend" with respect to the stockholder, each as described
below.
If any of the above three tests is satisfied, and the surrender of the
shares is therefore treated as a "sale or exchange" of shares for United States
federal income tax purposes, the tendering stockholder will recognize gain or
loss equal to the difference between the amount of cash received by the
stockholder and the stockholder's tax basis in the shares surrendered pursuant
to the offer. Any gain or loss will be capital gain or loss, and will be long
term capital gain or loss if the shares have been held for more than one year.
If none of the above three tests is satisfied, the tendering stockholder
will be treated as having received a distribution by FBL with respect to the
stockholder's shares in an amount equal to the cash received by the stockholder
pursuant to the offer. The distribution will be treated as a dividend taxable as
ordinary income to the extent of FBL 's current or accumulated earnings and
profits for tax purposes. The amount of the distribution in excess of FBL's
current or accumulated earnings and profits will be treated as a return of the
stockholder's tax basis in the shares, and then as gain from the sale or
exchange of the shares. If a stockholder is treated as having received a
distribution by FBL with respect to his or her shares, the stockholder's tax
basis in his or her remaining shares will generally be adjusted to take into
account the stockholders return of basis in the shares tendered.
CONSTRUCTIVE OWNERSHIP. In determining whether any of the three tests under
Section 302 of the Internal Revenue Code is satisfied, stockholders must take
into account not only the shares that are
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actually owned by the stockholder, but also shares that are constructively owned
by the stockholder within the meaning of Section 318 of the Internal Revenue
Code. Under Section 318 of the Code, a stockholder may constructively own shares
actually owned, and in some cases constructively owned, by certain related
individuals or entities and shares that the stockholder has the right to acquire
by exercise of an option or by conversion.
PRORATION. Contemporaneous dispositions or acquisitions of shares by a
stockholder or related individuals or entities may be deemed to be part of a
single integrated transaction and may be taken into account in determining
whether any of the three tests under Section 302 of the Internal Revenue Code
has been satisfied. Each stockholder should be aware that because proration may
occur in the offer, even if all the shares actually and constructively owned by
a stockholder are tendered pursuant to the offer, fewer than all of these shares
may be purchased by FBL. Thus, proration may affect whether the surrender by a
stockholder pursuant to the offer will meet any of the three tests under Section
302 of the Code. See section 6 for information regarding each stockholder's
option to make a conditional tender of a minimum number of shares. A stockholder
should consult his or her own tax advisor regarding whether to make a
conditional tender of a minimum number of shares, and the appropriate
calculation thereof.
SECTION 302 TESTS. The receipt of cash by a stockholder will be
"substantially disproportionate" if the percentage of the outstanding shares in
FBL actually and constructively owned by the stockholder immediately following
the surrender of shares pursuant to the offer is less than 80% of the percentage
of the outstanding shares actually and constructively owned by the stockholder
immediately before the sale of shares pursuant to the offer. Stockholders should
consult their tax advisors with respect to the application of the "substantially
disproportionate" test to their particular situation.
The receipt of cash by a stockholder will be a "complete redemption" if
either (i) the stockholder owns no shares in FBL either actually or
constructively immediately after the shares are surrendered pursuant to the
offer, or (ii) the stockholder actually owns no shares in FBL immediately after
the surrender of shares pursuant to the offer and, with respect to shares
constructively owned by the stockholder immediately after the offer, the
stockholder is eligible to waive, and effectively waives, constructive ownership
of all such shares under procedures described in Section 302(c) of the Internal
Revenue Code. A director, officer or employee of FBL is not eligible to waive
constructive ownership under the procedures described in Section 302(c) of the
Internal Revenue Code.
Even if the receipt of cash by a stockholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
stockholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the stockholder's surrender of shares pursuant to the offer
results in a "meaningful reduction" in the stockholder's interest in FBL.
Whether the receipt of cash by a stockholder will be "not essentially equivalent
to a dividend" will depend upon the individual stockholder's facts and
circumstances. The IRS has indicated in published rulings that even a small
reduction in the proportionate interest of a small minority stockholder in a
publicly held corporation who exercises no control over corporate affairs may
constitute such a "meaningful reduction." Stockholders expecting to rely upon
the "not essentially equivalent to a dividend" test should consult their own tax
advisors as to its application in their particular situation.
CORPORATE STOCKHOLDER DIVIDEND TREATMENT. If a sale of shares by a
corporate stockholder is treated as a dividend, the corporate stockholder may be
entitled to claim a deduction equal to 70% of the dividend under Section 243 of
the Internal Revenue Code, subject to applicable limitations. Corporate
stockholders should, however, consider the effect of Section 246(c) of the
Internal Revenue Code, which disallows the 70% dividends-received deduction with
respect to stock that is held for 45 days or less. For this purpose, the length
of time a taxpayer is deemed to have held stock may be reduced by periods during
which the taxpayer's risk of loss with respect to the stock is diminished by
reason of the existence of certain options or other transactions. Moreover,
under Section 246A of the Internal
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Revenue Code, if a corporate stockholder has incurred indebtedness directly
attributable to an investment in shares, the 70% dividends-received deduction
may be reduced.
In addition, amounts received by a corporate stockholder pursuant to the
offer that are treated as a dividend may constitute an "extraordinary dividend"
under Section 1059 of the Internal Revenue Code. The "extraordinary dividend"
rules of the Internal Revenue Code are highly complicated. Accordingly, any
corporate shareholder that might have a dividend as a result of the sale of
shares pursuant to the offer should review the "extraordinary dividend"
rules to determine the applicability and impact of such rules to it.
ADDITIONAL TAX CONSIDERATIONS. The distinction between long-term capital
gains and ordinary income is relevant because, in general, individuals currently
are subject to taxation at a reduced rate on their "net capital gain," which is
the excess of net long-term capital gains over net short-term capital losses,
for the year. Tax rates on long-term capital gain for individual shareholders
vary depending on the shareholders' income and holding period for the shares. In
particular, reduced tax rates apply to gains recognized by an individual from
the sale of capital assets held for more than one year, currently 20 percent or
less.
Stockholders are urged to consult their own tax advisors regarding any
possible impact on their obligation to make estimated tax payments as a result
of the recognition of any capital gain, or the receipt of any ordinary income,
caused by the surrender of any shares to FBL pursuant to the offer.
FOREIGN STOCKHOLDERS. FBL will withhold United States federal income tax at
a rate of 30% from gross proceeds paid pursuant to the offer to a foreign
stockholder or his agent, unless we determine that a reduced rate of withholding
is applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because the gross proceeds are effectively connected with the conduct
of a trade or business by the foreign stockholder within the United States. For
this purpose, a foreign stockholder is any stockholder that is not (i) a citizen
or resident of the United States, (ii) a domestic corporation or domestic
partnership, (iii) an estate the income of which from sources without the United
States is effectively connected with the conduct of a trade or business within
the United States, or (iv) a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust, and one or
more United States persons have the authority to control all substantial
decisions of the trust. Without definite knowledge to the contrary, we will
determine whether a stockholder is a foreign stockholder by reference to the
stockholder's address. A foreign stockholder may be eligible to file for a
refund of the tax or a portion of the tax if the stockholder (i) meets the
"complete redemption," "substantially disproportionate" or "not essentially
equivalent to a dividend" tests described above, (ii) is entitled to a reduced
rate of withholding pursuant to a treaty and FBL withheld at a higher rate, or
(iii) is otherwise able to establish that no tax or a reduced amount of tax was
due. In order to claim an exemption from withholding on the ground that gross
proceeds paid pursuant to the offer are effectively connected with the conduct
of a trade or business by a foreign stockholder within the United States or that
the foreign stockholder is entitled to the benefits of a tax treaty, the foreign
stockholder must deliver to the depositary, or other person who is otherwise
required to withhold United States tax, a properly executed statement claiming
such exemption or benefits. These statements may be obtained from the
depositary. Foreign stockholders are urged to consult their own tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and the
refund procedures.
BACKUP WITHHOLDING. See section 3 with respect to the application of the
United States federal income tax backup withholding.
The tax discussion set forth above is included for general information only
and may not apply to shares acquired in connection with the exercise of stock
options or pursuant to other compensation arrangements with FBL. The tax
consequences of a sale pursuant to the offer may vary depending
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upon, among other things, the particular circumstances of the tendering
stockholder. No information is provided herein to the state, local or foreign
tax consequences of the transaction contemplated by the offer. Stockholders are
urged to consult their own tax advisors to determine the particular federal,
state, local and foreign tax consequences to them of tendering shares pursuant
to the offer and the effect of the stock ownership attribution rules described
above.
16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
FBL expressly reserves the right, in our sole discretion and at any time or
from time to time, to extend the period of time during which the offer is open
by giving oral or written notice of the extension to the depositary and making a
public announcement thereof. There can be no assurance, however, that we will
exercise our right to extend the offer. During any extension, all shares
previously tendered will remain subject to the offer, except to the extent that
shares may be withdrawn as set forth in section 4. We also expressly reserve the
right, in our sole discretion, (i) to terminate the offer and not accept for
payment any shares not previously accepted for payment or, subject to
Rule 13e-4(f)(5) under the Exchange Act which requires us either to pay the
consideration offered or to return the shares tendered promptly after the
termination or withdrawal of the offer, to postpone payment for shares upon the
occurrence of any of the conditions specified in section 7 hereof, by giving
oral or written notice of such termination to the depositary and making a public
announcement thereof, and (ii) at any time, or from time to time, to amend the
offer in any respect. Amendments to the offer may be effected by public
announcement. Without limiting the manner in which FBL may choose to make public
announcement of any extension, termination or amendment, FBL shall have no
obligation, except as otherwise required by applicable law, to publish,
advertise or otherwise communicate any such public announcement, other than by
making a release to the Dow Jones News Service, except in the case of an
announcement of an extension of the offer, in which case FBL shall have no
obligation to publish, advertise or otherwise communicate the announcement other
than by issuing a notice of the extension by press release or other public
announcement, which notice shall be issued no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration
date. Material changes to information previously provided to holders of the
shares in this offer or in documents furnished subsequent thereto will be
disseminated to holders of shares in compliance with Rule 13e-4(e)(3).
If FBL materially changes the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) under the Exchange Act. Those rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer, other than a change in price,
change in dealer's soliciting fee or change in percentage of securities sought,
will depend on the facts and circumstances, including the relative materiality
of the terms or information. In a published release, the SEC has stated that in
its view, an offer should remain open for a minimum of five business days from
the date that notice of a material change is first published, sent or given. The
offer will continue or be extended for at least ten business days from the time
FBL publishes, sends or gives to holders of shares a notice that we will
(a) increase or decrease the price we will pay for shares or the amount of the
information agent/dealer manager's soliciting fee, or (b) increase, except for
an increase not exceeding 2% of the outstanding shares, or decrease the number
of shares we seek.
17. SOLICITATION FEES AND EXPENSES
Keefe, Bruyette & Woods will act as the dealer manager and information agent
for FBL in connection with the offer. Keefe, Bruyette & Woods as information
agent, may contact stockholders by mail, telephone, facsimile, telex, telegraph,
other electronic means and personal interviews, and may request brokers, dealers
and other nominee stockholders to forward materials relating to the offer to
beneficial owners. FBL has agreed to pay Keefe, Bruyette & Woods an advisory fee
of $25,000 and,
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upon acceptance for and payment of shares pursuant to the offer, a total of $.05
per share purchased by FBL pursuant to the offer (as well as $.05 per share
purchased from the various Farm Bureau affiliated entities outside the
offer--see section 10). Keefe, Bruyette & Woods will also be reimbursed for
certain out-of-pocket expenses. Keefe, Bruyette &Woods will also be indemnified
against certain liabilities, including liabilities under the federal securities
laws, in connection with the offer.
Keefe, Bruyette & Woods has rendered, is currently rendering and may
continue to render various investment banking and other advisory services to
FBL. It has received, and may continue to receive, customary compensation from
FBL for these services.
We have retained ChaseMellon Shareholder Services, L.L.C. as depositary in
connection with the offer. The depositary will receive reasonable and customary
compensation for its services and will also be reimbursed for certain
out-of-pocket expenses. FBL has agreed to indemnify the depositary against
certain liabilities, including certain liabilities under the federal securities
laws, in connection with the offer. Neither the information agent nor the
depositary has been retained to make solicitations or recommendations in
connection with the offer.
We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of shares pursuant to the offer, other than the
fee of the dealer manager. FBL will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and customary handling and
mailing expenses incurred by them in forwarding materials relating to the offer
to their customers.
18. WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
FBL is subject to the informational requirements of the Exchange Act and in
accordance therewith files reports, proxy statements and other information with
the SEC relating to our business, financial condition and other matters. Certain
information as of particular dates concerning our directors and officers, their
remuneration, options granted to them, the principal holders of FBL's securities
and any material interest of these persons in transactions with FBL is filed
with the SEC. We have also filed an Issuer Tender Offer Statement on Schedule TO
with the SEC, which includes certain additional information relating to the
offer. These reports, as well as such other material, may be inspected and
copies may be obtained at the SEC's public reference facilities at 450 Fifth
Street, N.W., Washington, D.C. 20549, and should also be available for
inspection and copying at the regional offices of the SEC located at 7 World
Trade Center, 13th Floor, New York, New York 10048, and Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of this
material may be obtained by mail, upon payment of the SEC's customary fees, from
the SEC's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549. FBL's Schedule TO may not be available at the SEC's regional offices. The
Commission also maintains a Web site at HTTP://WWW.SEC.GOV that contains
reports, proxy and information statements and other information regarding
registrants. These reports, statements and other information concerning us can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The offer is being made to all holders of Class A shares. FBL is not aware
of any state where the making of the offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If we become aware of any
valid state statute prohibiting the making of the offer, we will make a good
faith effort to comply with the statute. If, after such good faith effort, we
cannot comply with the statute, the offer will not be made to, nor will tenders
be accepted from or on behalf of, holders of shares in that state. In those
jurisdictions whose securities, blue sky or other laws require the offer to be
made by a licensed broker or dealer, the offer shall be deemed to be made on
behalf of FBL by the dealer manager/information agent or one or more registered
brokers or dealers licensed under the laws of these jurisdictions.
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The dealer manager and information agent for the offer is:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Drive
Dublin, Ohio 43017-5034
Telephone: (877) 298-6520 (toll free)
Any questions concerning tender procedures or requests for additional copies
of this offer, the letter of transmittal or other tender offer materials may be
directed to the dealer manager/information agent.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
---------------------------------------- ---------------------------------------- ----------------------------------------
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606-1901 Mail Drop--Reorg New York, NY 10271
Attn: Reorganization Department Ridgefield Park, NJ 07660 Attn: Reorganization Department
BY FACSIMILE:
----------------------------------------
(201) 296-4293
(For Eligible Institutions Only)
(201) 296-4860
(For confirmation only of facsimile transmissions)
</TABLE>
Any questions concerning tender procedures may be directed to the
Information Agent (877) 298-6520 (toll free).
FBL FINANCIAL GROUP, INC.
September 26, 2000
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