Exhibit 2.1.1
FIRST AMENDMENT TO ASSET ACQUISITION AGREEMENT
THIS FIRST AMENDMENT TO ASSET ACQUISITION AGREEMENT (this
"First Amendment") is entered into as of December 28, 2000 by
and among (1) FBL FINANCIAL GROUP, INC., an Iowa corporation;
(2) FARM BUREAU LIFE INSURANCE COMPANY, an Iowa corporation; (3)
KANSAS FARM BUREAU SERVICES, INC., a Kansas corporation; (4)
KANSAS FARM BUREAU LIFE INSURANCE COMPANY, INC., a Kansas
corporation; and (5) THE KANSAS FARM BUREAU, a Kansas nonprofit
corporation. All defined terms used in this First Amendment are
used herein as defined in the Asset Acquisition Agreement
entered into as of September 25, 2000 by and among the parties
hereto.
RECITALS
A. The parties intend to amend the Agreement so as to:
(i) provide for different terms for the Series C Preferred Stock
of FBL; (ii) make clear that the acquisition of the KFBS
Acquired Assets will only take place after the acquisition of
the Insurance Subsidiary Assets and immediate liquidation of the
Insurance Subsidiary; and (iii) provide to the Transferred
Employees greater control over certain of the assets currently
held in the KFBS 401(k) Plan.
B. The parties do not intend to modify or amend any other
term of the Agreement and intend that all other terms remain in
full force and effect as set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein made and made in the Agreement, the
parties agree as follows:
Section 1. Certificate of Designations for Series C
Preferred. Exhibit A to the Agreement is hereby deleted in its
entirety and is replaced in its entirety by the "Certificate of
Designations Series C Voting Preferred Stock of FBL Financial
Group, Inc." as reflected on Exhibit A attached hereto. The
revised Exhibit A attached hereto shall be substituted for and
shall replace the Exhibit A attached to the Agreement and the
revised Exhibit A attached hereto shall become Exhibit A to the
Agreement.
Section 2. Amendment to the KFBS Consideration. Clause
(iii) of Section 1.2 of the Agreement is hereby deleted in its
entirety and is replaced by the following:
(iii) if the fair market value of the KFBS
Acquired Assets exceeds $1,373,665
such number of additional shares of Series C
Preferred as is calculated by dividing the
fair market value of such KFBS Acquired
Assets by 26.8404, but not to exceed 341,100
shares (the "KFBS Consideration").
Section 3. Timing of the Transactions. In order to clarify
the timing and sequence of the Transactions (other than the
Reorganization), Section 2.1 of the Agreement is hereby deleted
in its entirety and is replaced by the following:
Section 2.1 The Effective Time. The
effective date and time of Steps 1 and 2 of
the Transactions will be 12:01 a.m. Central
Time on January 1, 2001. The dissolution of
the Insurance Subsidiary shall take place
after the Closing and be the responsibility
of KFB. The effective date and time of
Steps 3 and 4 of the Transactions will be
12:02 a.m. Central Time on January 1, 2001.
The dissolution of KFBS shall take place
after the Closing and be the responsibility
of KFB. Either such date or time may be
changed by mutual agreement of the parties,
and both such times together are referred to
collectively herein as the "Effective Time".
Section 4. Amendment to Treatment of 401(k) Account
Balances. Section 6.10 of the Agreement is hereby deleted in
its entirety and the following is inserted in lieu thereof:
Section 6.10 Permitted Transfers of 401(k)
Account Balances. At the Closing, KFBS
agrees to treat the Transactions as a
transaction described in Section
401(k)(10)(A)(ii) of the Code and to permit
the Transferred Employees to take a lump sum
distribution from the KFBS 401(k) Plan prior
to December 31 of the calendar year
following the year in which the Closing
occurs. The FBL 401(k) Plan agrees to
accept such rollovers from the Transferred
Employees of their account balances in the
KFBS 401(k) Plan.
Section 5. No Other Modifications. Except as set forth
above, all of the terms, conditions, representations,
warranties, covenants and agreements set forth in the Agreement
shall remain in full force and effect and are not intended to be
modified by this First Amendment.
IN WITNESS WHEREOF, this First Amendment has been duly
executed and delivered by the duly authorized officers of FBL,
FBLI, KFB, KFBS and Insurance Subsidiary as of the date first
above written.
FBL FINANCIAL GROUP, INC. (FBL) FARM BUREAU LIFE INSURANCE
COMPANY (FBLI)
/s/ William J. Oddy /s/ William J. Oddy
By: By:
Name: William J. Oddy Name: William J. Oddy
Title: Chief Executive Officer Title: Chief Executive Officer
KANSAS FARM BUREAU SERVICES, INC. THE KANSAS FARM BUREAU (KFB)
(KFBS)
/s/ Stanley R. Ahlerich /s/ Stanley R. Ahlerich
By: __________________________ By:
Name: Name:
Title: Title:
KANSAS FARM BUREAU LIFE INSURANCE
COMPANY, INC. (Insurance Subsidiary)
/s/ Stanley R. Ahlerich
By:___________________________________
Name:
Title:
KC-812602-2
