As
filed with the Securities and Exchange Commission on May 25, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED FIRE GROUP, INC.
(
Exact name of Registrant as specified in its Charter)
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Iowa
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45-2302834
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification Number)
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118 Second Avenue S.E.
Cedar Rapids, Iowa 52407-3909
(319) 399-5700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Randy A. Ramlo
118 Second Avenue S.E.
Cedar Rapids, Iowa 52401
(319) 399-5700
(Address and Telephone Number of Registrants Principal Executive Offices)
Copies of all communications, including communications to agent for service of process, should be sent to:
Michael K. Denney
Bradley & Riley PC
2007 First Avenue S.E.
Cedar Rapids, IA 52406-2804
Approximate date of commencement of proposed sale of the securities to the public:
upon completion of the reorganization
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If the securities being registered on this Form are being offered in connection with the formation
of a holding company and there is compliance with General Instruction G, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Title of each class of
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Amount to be
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offering price per
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aggregate offering
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Amount of
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securities to be registered
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registered
(1)
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unit
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price
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registration fee
(2)
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Common Stock, $0.001 par value
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26,134,933
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$18.97
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$495,779,679
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$57,560.02
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(1)
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Based upon an estimate of the maximum number of shares of Common Stock, $0.001 par value per
share, of United Fire Group, Inc. into which shares of common stock, $3.33⅓ par value, of
United Fire & Casualty Company will be converted pursuant to the reorganization described
herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b)
of the Securities Act of 1933, as amended, and calculated pursuant to Rules 457(c) and 457(f)
under the Securities Act of 1933, as amended, based on the average of the high and low prices
for United Fire & Casualty Companys common stock, $3.33⅓ par value, on May 24, 2011, as
reported on the NASDAQ Global Select Market.
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The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with
Section 8(a)
of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section
8(a)
, may determine.
EXPLANATORY NOTE
The proxy statement/prospectus that forms a part of this Registration Statement consists of
(i) a proxy statement relating to the special meeting of shareholders of United Fire & Casualty
Company and (ii) a prospectus relating to the common stock of United Fire Group, Inc.
Reference is made to the No-Action Letter issued to the Company by the Staff of the Office of
Chief Counsel of the Division of Corporation Finance (the Staff) of the Securities and Exchange
Commission (available , 2011) and the Staffs concurrence with the Companys conclusion, among
other things, that (i) the reorganization (as defined herein) constitutes a succession for
purposes of Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), and that United Fire Group is deemed an accelerated filer for purposes of Rule 12b-2 of
the Exchange Act, (ii) actions taken by United Fire Group with respect to its assumption of
obligations of the Company under certain stock-based benefit plans do not constitute actions that
require disclosure of information under Item 10 of Schedule 14A of Regulation A promulgated under
the Exchange Act and (iii) certain financial information required by Form S-4 may be omitted from
this proxy statement/prospectus to the extent such information may be omitted pursuant to
Instruction 4 of Item 14 of Schedule 14A under the Exchange Act.
The information in this proxy statement/prospectus is not complete and may
be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This proxy
statement/prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 25, 2011
UNITED FIRE & CASUALTY COMPANY
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Dear United Fire & Casualty Company shareholder:
I cordially invite you to the Special Meeting of Shareholders of United Fire & Casualty
Company (the Company), to be held on , 2011, at our corporate headquarters, located at 109 Second
Street SE, in Cedar Rapids, Iowa, at 10:00 a.m., local time.
At the Special Meeting, you will be asked to (i) adopt the Agreement and Plan of
Reorganization (the Reorganization Agreement) and thereby approve the reorganization (as defined
below) and (ii) approve the adjournment of the Special Meeting, if necessary, to solicit additional
proxies.
To summarize, the Company has formed a new subsidiary, United Fire Group, Inc. (United Fire
Group) as a wholly owned subsidiary. United Fire Group formed UFC MergeCo, Inc. (MergeCo) as
its wholly owned subsidiary. United Fire Group and MergeCo were formed in order to effect the
reorganization. Prior to the reorganization, neither United Fire Group nor MergeCo will have
assets or operations other than those incident to their formation. Under the terms of the
Reorganization Agreement, the Company and MergeCo would complete a merger, pursuant to which
MergeCo would be merged with and into the Company, with the Company as the surviving entity (the
Reorganization).
In the Reorganization, each outstanding share of common stock of the Company will be converted
automatically into one share of common stock of United Fire Group. In addition, each outstanding
option to purchase shares of the Company common stock, if not exercised before the completion of
the Reorganization, will become an option to acquire, at the same exercise price, an identical
number of shares of United Fire Group common stock. The Reorganization generally will be tax-free
for Company shareholders. Your rights as a shareholder of the Company will be substantially the
same as your rights as a shareholder of United Fire Group, including rights as to voting and
dividends.
We expect the shares of United Fire Group common stock to trade under the ticker symbol UFCS
on the NASDAQ Global Select Market. Shares of the Companys common stock are currently traded
under the UFCS symbol on this exchange. On May 24, 2011, the last trading day before the
announcement of the Reorganization Proposal, the closing price per
Company share was $18.85.
In order to implement the Reorganization, we need the Companys shareholders to adopt and
approve the Reorganization Agreement. Our Board of Directors has carefully considered the
Reorganization Agreement, which provides for the merger of the Company and MergeCo and the related
transactions described in this proxy statement/prospectus, and believes that it is advisable, fair
to and in the best interest of our shareholders and recommends that you vote
FOR
the
Reorganization. Because adoption of the Reorganization Agreement requires
the affirmative vote of holders of at least two-thirds of the outstanding shares entitled to vote
at the Special Meeting, your vote is important, no matter how many or how few shares you may own.
Whether or not you plan to attend the Special Meeting, we encourage you to sign and return
your proxy card in the enclosed postage-paid envelope or use telephone or Internet voting prior to
the meeting. This ensures that your shares of the Companys common stock will be represented and
voted at the meeting; even if you cannot attend.
The accompanying notice of Special Meeting and proxy statement contain additional information
about the meeting and explains the methods you can use to vote your proxy, including by telephone
and via the Internet. Please read these materials carefully.
In particular, you should consider
the discussion of risk factors beginning on page 8 before voting on the Reorganization Agreement.
For the Board of Directors,
Jack Evans
Chairman of the Board
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities to be issued under this proxy statement/prospectus or determined if
this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a
criminal offense.
This proxy statement/prospectus is dated , 2011 and is being first mailed to United Fire &
Casualty Company shareholders on or about , 2011.
UNITED FIRE & CASUALTY COMPANY
118 Second Avenue SE
Cedar Rapids, Iowa 52401
NOTICE OF SPECIAL MEETING OF SHAREHOLDER OF
UNITED FIRE & CASUALTY COMPANY
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DATE AND TIME:
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,
, 2011, at 10:00
a.m
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PLACE:
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United Fire & Casualty Company
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First Floor Conference Room
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109 Second Street SE
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Cedar Rapids, Iowa
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ITEMS OF BUSINESS:
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At the meeting, we will ask shareholders to:
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1) Consider and vote upon a
proposal, which we refer to as the Reorganization Proposal,
approving the Agreement and Plan of Reorganization, dated as of
May 25, 2011, by and between United Fire & Casualty Company, United
Fire Group, Inc. and UFC MergeCo, Inc.; and
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2) To approve the adjournment of the
Special Meeting, if necessary, to solicit additional proxies, in
the event that there are not sufficient votes at the time of the
Special Meeting to approve the foregoing proposal.
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WHO CAN VOTE:
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You can vote at the Special Meeting or any adjournments or postponements of the
Special Meeting if you were a shareholder of record at the close of business on , 2011.
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Our Board of Directors has approved and recommends that you vote FOR each of the
foregoing proposals, which are described in more detail in this proxy
statement/prospectus.
By Order of the Board of Directors,
Neal R. Scharmer
Corporate Secretary
Dated at Cedar Rapids, Iowa
, 2011
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD OR VOTE YOUR SHARES
BY TELEPHONE OR VIA THE INTERNET.
ADDITIONAL INFORMATION
United Fire Group, Inc. has filed a registration statement on Form S-4 to register with the
SEC the shares of common stock of United Fire Group into which each outstanding share of common
stock of the Company will be converted automatically in the Reorganization. This proxy
statement/prospectus is part of that registration statement and constitutes a prospectus of United
Fire Group in addition to being a proxy statement of the Company for the Special Meeting.
The SEC allows us to incorporate by reference information into this proxy
statement/prospectus, which means that we can disclose important information to you by referring
you to another document filed separately by the Company with the SEC. This proxy
statement/prospectus incorporates important business and financial information about the Company
from our Annual Report on Form 10-K for the year ended December 31, 2010 and from other documents
that are not included in or being delivered with this proxy statement/prospectus. The information
incorporated by reference is deemed to be part of this proxy statement/prospectus except for any
information superseded by information in this proxy statement/prospectus or in any document
subsequently filed with the SEC that is also incorporated by reference. See Documents
Incorporated by Reference under Additional Information.
The incorporated information that is not included in or being delivered with this proxy
statement/ prospectus is available to you without charge upon your written or oral request. You can
obtain any document that is incorporated by reference in this proxy statement/prospectus, excluding
all exhibits that have not been specifically incorporated by reference, by requesting it in writing
or by telephone from us at the following address or telephone number:
United Fire & Casualty Company
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
Attn: Investor Relations
or by visiting our website at
www.unitedfiregroup.com
. Information on United Fire & Casualty
Companys website is not incorporated by reference into this proxy statement/prospectus or made a
part hereof for any purpose.
You may read and copy any of the information on file with the SEC at the SECs public
reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800- SEC-0330 for further information about the public reference room. The Companys SEC filings
are also available on the SECs web site located at
http://www.sec.gov
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You should rely only on the information contained in this proxy statement/prospectus or
that to which we have referred you. We have not authorized anyone to provide you with any
additional information. This proxy statement/prospectus is dated as of the date listed on the cover
page. You should not assume that the information contained in this proxy statement/prospectus is
accurate as of any date other than such date and neither the mailing of this proxy
statement/prospectus to shareholders, nor the issuance of shares of United Fire Group common stock
in the Reorganization, shall create any implication to the contrary.
Table of Contents
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Page
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1
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5
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5
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7
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7
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7
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7
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8
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8
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8
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9
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9
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10
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11
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11
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11
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11
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12
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12
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12
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13
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13
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14
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14
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14
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14
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15
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15
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15
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18
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19
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EX-99
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Page
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19
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19
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19
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25
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25
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25
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26
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28
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28
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28
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29
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Annex I-1
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Annex II-1
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Annex III-1
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UNITED FIRE & CASUALTY COMPANY
118 Second Avenue SE
Cedar Rapids, Iowa 52401
PROXY STATEMENT/PROSPECTUS FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
, 2011
This solicitation of proxies is made by the Board of Directors of United Fire & Casualty
Company (the Company, we, us, or our, as the context requires). Proxies will be used at the
Special Meeting of Shareholders of United Fire & Casualty Company (the Special Meeting), an Iowa
corporation, to be held on , 2011 at 10:00
a.m.,
and at any adjournment or postponement
thereof. The Special Meeting will be held in the first floor conference room of our building
located at 109 Second Street SE, in Cedar Rapids, Iowa. With respect to shares of our common stock
held in the United Fire Group Employee Stock Ownership Plan (the ESOP) and the United Fire Group
401(k) Plan (the 401(k) Plan), the Board of Directors is soliciting participants on behalf of the
Trustees of those plans to direct the Trustees how to vote the shares held in those plans.
The notice of meeting, proxy statement, and form of proxy is first being mailed to
shareholders and participants in the ESOP and 401(k) Plan on or about , 2011.
We will solicit proxies principally by mail, but our directors and employees may also solicit
proxies by telephone, facsimile, or e-mail. Our directors and employees may also conduct personal
solicitations.
QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION
Why am I receiving this proxy statement/prospectus?
You have received this proxy statement/prospectus and the enclosed proxy card from us
because you held shares of our common stock on , 2011.
What will I be voting on at the special meeting?
As a shareholder, you are entitled to and requested to adopt the Agreement and Plan of
Reorganization (the Reorganization Agreement) pursuant to which the Company will be merged with
and into UFC MergeCo, Inc. (MergeCo), a wholly owned subsidiary of United Fire Group, Inc.
(United Fire Group), with the Company as the surviving entity. United Fire Group, Inc. is a
wholly owned subsidiary of the Company. In this transaction, each share of our common stock will
be automatically converted into one share of common stock of United Fire Group, Inc. This
transaction is referred to in this proxy statement/prospectus as the Reorganization. The proposal
to consider and vote on the Reorganization is referred to in this proxy statement/prospectus as the
Reorganization Proposal. In addition, you are asked to vote to adjourn the Special Meeting, if
necessary, to solicit additional proxies in the event that there are not sufficient votes at the
time of the Special Meeting to adopt the Reorganization Agreement.
Who is entitled to vote?
Only holders of record of shares of our common stock on the close of business on , 2011 will
be entitled to vote at the Special Meeting. On or about , 2011 we will begin mailing this proxy
statement/prospectus to all persons entitled to vote at the Special Meeting.
When and where is the special meeting being held?
The Special Meeting will be held on , 2011 at 10:00
a.m.,
and at any adjournment
or postponement thereof. The Special Meeting will be held in the first floor conference room of
our building located at 109 Second Street SE, in Cedar Rapids, Iowa.
What is the Reorganization Proposal?
Under the Reorganization Agreement, the Company will merge with MergeCo, an Iowa corporation,
with the Company surviving the merger as a wholly owned subsidiary of United Fire Group, an Iowa
corporation. Upon completion of the Reorganization, United Fire Group will, in effect, replace the
Company as the publicly held corporation. United Fire Group and its subsidiaries will conduct all
of the operations we currently conduct. As a result of the Reorganization, the current shareholders
of the Company will become shareholders of United Fire Group with the same number and percentage of
shares of United Fire Group as they hold of the Company immediately prior to the Reorganization.
The Reorganization Agreement, which sets forth the plan of Reorganization and is the primary legal
document that governs the Reorganization, is attached as Annex I to this proxy
statement/prospectus. We encourage you to read the Reorganization Agreement carefully.
Why are you forming a holding company?
We are forming a holding company to provide us with greater strategic, business, financing and
regulatory flexibility. To review the reasons for the Reorganization in greater detail, see
Reasons for the Reorganization, on page 10 of this proxy statement/prospectus.
What will happen to my stock?
In the Reorganization, your shares of our common stock will automatically be converted into
the same number of shares of common stock of United Fire Group. As a result, you will become a
shareholder of United Fire Group and will own the same number and percentage of shares of United
Fire Group common stock that you now own of our common stock. We expect that United Fire Group
common stock will be listed on the NASDAQ Global Select Market under the symbol UFCS.
How will being a United Fire Group shareholder be different from being a Company shareholder?
After the Reorganization, you will own the same number and percentage of shares of United Fire
Group common stock that you owned of our common stock immediately prior to the Reorganization. You
will own shares of an Iowa holding company that owns our existing operating businesses. Your rights
as a shareholder of United Fire Group will be substantially the same as your rights as a
shareholder of our Company, including rights as to voting and dividends. For more information, see
Description of United Fire Group Capital Stock, Description of Company Capital Stock and
Comparative Rights of Holders of United Fire Group Capital Stock and Company Capital Stock,
beginning on page 15 of this proxy statement/prospectus.
Will the management or the business of the Company change as a result of the Reorganization?
No. The management and business of our Company will remain the same after the Reorganization.
What will the name of the public company be following the Reorganization?
The name of the public company following the Reorganization will be United Fire Group, Inc.
Will the companys CUSIP number change as a result of the Reorganization?
Yes. Following the Reorganization the companys CUSIP number will be .
2
Will I have to turn in my stock certificates?
No. Do not turn in your stock certificates. We will not require you to exchange your stock
certificates as a result of the Reorganization. After the Reorganization, your Company common stock
certificates will represent the same number of shares of United Fire Group common stock.
Will the Reorganization affect my U.S. federal income taxes?
The proposed Reorganization is intended to be a tax-free transaction under U.S. federal income
tax laws. We expect that you will not recognize any gain or loss for U.S. federal income tax
purposes upon your receipt of United Fire Group common stock in exchange for your shares of Company
common stock in the Reorganization; however, the tax consequences to you will depend on your own
situation. You should consult your own tax advisors concerning the specific tax consequences of the
Reorganization to you, including any state, local or foreign tax consequences of the
Reorganization. For further information, see Material U.S. Federal Income Tax Consequences, on
page 13 of this proxy statement/prospectus.
How will the Reorganization be treated for accounting purposes?
For accounting purposes, our reorganization into a holding company structure will be treated
as a merger of entities under common control. The accounting treatment for such events is similar
to the former pooling of interests method. Accordingly, the consolidated financial position and
results of operations of the Company will be included in the consolidated financial statements of
United Fire Group on the same basis as currently presented.
What vote is required to approve the Reorganization Proposal?
The required vote is the affirmative vote of holders of at least two-thirds of the outstanding
shares entitled to vote at the Special Meeting.
What percentage of the outstanding shares do directors and executive officers hold?
On May 23, 2011, directors, executive officers and their affiliates beneficially owned
approximately 6.84% of our outstanding shares of common stock.
If the shareholders approve the Reorganization, when will it occur?
We plan to complete the Reorganization on or about , 2011, provided that our shareholders
approve the Reorganization and all other conditions to completion of the Reorganization are
satisfied.
Do I have dissenters (or appraisal) rights?
No. Holders of Company common stock do not have dissenters rights under Iowa law as a result
of the Reorganization.
Whom do I contact if I have questions about the Reorganization Proposal?
You may contact us at:
United Fire & Casualty Company
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
Attn: Investor Relations
Brokerage and Other Account Holders
If your shares are held in a brokerage account or by a bank or other nominee, you are
considered to be the beneficial owner of shares held in street name. These proxy materials are
being forwarded to you by your broker or
3
nominee, who is considered to be the holder of record with
respect to your shares. As the beneficial owner, you have the right to direct your broker or
nominee how to vote your beneficial shares by filling out the voting instruction form provided to
you. Telephone and Internet voting options may also be available to beneficial owners. As a
beneficial owner, you are invited to attend the Special Meeting, but you must obtain a legal proxy
from the record holder of your shares in order to vote in person at the Special Meeting.
ESOP and 401(k) Plan Participants
If you are a participant in either our ESOP or our 401(k) Plan, we have shown on your proxy
card the number of shares of common stock held for your benefit in the ESOP or the 401(k) Plan,
plus your other holdings. If you hold stock through either of these plans, voting your proxy also
serves as confidential voting instructions to the Trustees of the ESOP (Timothy G. Spain and
Michael T. Wilkins) and/or to the Trustee of the 401(k) Plan (Charles Schwab & Co.). Those Trustees
will vote your shares in accordance with the specific voting instructions that you indicate on your
proxy card. If you provide no specific voting instructions, the Trustees of the ESOP will not vote
your shares, and the Trustee of the 401(k) Plan will vote your shares in proportion to the voting
instructions it receives from those plan participants who do submit voting instructions.
How do I vote my shares?
You may vote in the following ways:
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In person:
We will distribute paper ballots to anyone who wishes to vote in person
at the Special Meeting. However, if you hold your shares in street name, you must
request a proxy card from your broker in order to vote in person at the Special
Meeting. Holding shares in street name means that you hold them through a brokerage
firm, bank, or other nominee in the records maintained by our transfer agent,
Computershare Investor Services, LLC, instead of in your individual name.
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By mail:
Complete and sign your proxy card and return it to us by mail in the
enclosed business reply envelope. If you mark your voting instructions on the proxy
card, your shares will be voted as you instruct. If an additional proposal comes up for
a vote at the Special Meeting that is not on the proxy card, your shares will be voted
in the best judgment of the authorized proxies, Jack B. Evans and Neal R. Scharmer.
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If you do not mark voting instructions on your proxy card, your shares will be voted
FOR
the Reorganization Proposal and
FOR
the adjournment of the Special
Meeting, if necessary, to solicit additional proxies, in the event that there are not
sufficient votes at the time of the Special Meeting to approve the foregoing proposal.
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By telephone:
Call the toll-free telephone number on your proxy card to vote by
telephone. You must have a touch-tone telephone to use this voting method. You will
need to follow the instructions on your proxy card and the voice prompts to vote your shares.
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Via the Internet:
If you have Internet access available to you, you may go to the
website listed on your proxy card to vote your shares via the Internet. You will need
to follow the instructions on your proxy card and the website to vote your shares.
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Telephone and Internet voting options are available 24 hours a day, seven days a week. When
prompted, you will need to enter the control number shown on your proxy card. You will then be able
to vote your shares and confirm that your instructions have been properly recorded. If you vote by
telephone or via the Internet, your electronic vote authorizes the proxies in the same manner as if
you had signed, dated and returned your proxy card by mail. Telephone and Internet voting
procedures, including the use of control numbers found on the proxy cards, are designed to
authenticate shareholders identities, to allow shareholders to vote their shares of stock and to
confirm that their instructions have been properly recorded. If you vote by telephone or via the
Internet, you do not need to return your proxy card.
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If you hold your shares in street name, you may vote by telephone or via the Internet only if
your bank, broker or other nominee makes those methods available to you, in which case your broker
or nominee will enclose specific instructions for using those options along with this proxy
statement.
If I hold my shares in a brokerage account and do not return voting instructions, will my shares be
voted?
If your shares are held in a brokerage account or by a bank or other nominee, your broker,
bank or other nominee will ask you how you want your shares to be voted. If you provide voting
instructions, your shares must be voted as you direct. Without client voting instructions, however,
brokers are not permitted to cast votes on non-routine matters, such as the Reorganization
Proposal. If you do not provide voting instructions, a broker non-vote will occur.
Can I revoke my proxy or change my vote after I return my proxy?
Yes. Even after you submit a proxy, you may revoke your proxy or change your vote at any time
before it is exercised by:
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Delivering
written
notice to our transfer agent, Computershare Investor Services,
LLC, at its proxy tabulation center at P. O. Box 43126, Providence, Rhode Island
02940-5138;
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Delivering written
notice
to the Corporate Secretary of United Fire & Casualty
Company at 118 Second Avenue SE, Cedar Rapids, Iowa 52401;
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Executing and
delivering
a later-dated proxy; or
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Appearing and
voting
in person at the Special Meeting. Attendance at the Special
Meeting will not by itself revoke a previously granted proxy.
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Who pays for this proxy solicitation?
The Company will pay the total expense of this solicitation of proxies. The expenses may
include reimbursement to brokerage firms and others of their cost for forwarding solicitation
material to beneficial owners.
SUMMARY OF THE REORGANIZATION PROPOSAL
This section highlights key aspects of the Reorganization Proposal, including the
Reorganization Agreement, that are described in greater detail elsewhere in this proxy
statement/prospectus. It does not contain all of the information that may be important to you. To
better understand the Reorganization Proposal, and for a more complete description of the legal
terms of the Reorganization Agreement, you should read this entire document carefully, including
the Annexes, and the additional documents to which we refer you. You can find information with
respect to these additional documents in Additional Information on page 28 of this proxy
statement/prospectus.
THE PRINCIPAL PARTIES
United Fire & Casualty Company
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
United Fire & Casualty Company (the Company) and its consolidated subsidiaries and affiliate
are engaged in the business of writing property and casualty insurance and life insurance and
selling annuities. The Company was incorporated in Iowa in January 1946. Our principal executive
office is located at 118 Second Avenue SE, P.O. Box
73909, Cedar Rapids, Iowa 52407-3909. Telephone: 319-399-5700. We report our operations in two
business segments: property and casualty insurance and life insurance. We market our products
through our home office in Cedar Rapids, Iowa, and four regional locations: the Denver Regional
Office in Westminster, Colorado; the Gulf
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Coast Regional Office in Galveston, Texas; the East Coast
Regional Office in Pennington, New Jersey; and the West Coast Regional Office in Rocklin,
California. We maintain other offices in New Orleans, Louisiana and Lock Haven, Pennsylvania.
Our property and casualty insurance segment includes the Company and the following companies
(collectively, the Subsidiary Companies), which are wholly owned by the Company, directly or
indirectly:
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Addison Insurance Company, an Iowa property and casualty insurer;
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Lafayette Insurance Company, a Louisiana property and casualty insurer;
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United Fire & Indemnity Company, a Texas property and casualty insurer, and its
affiliate United Fire Lloyds, a Texas property and casualty insurer;
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American Indemnity Financial Corporation, a Delaware holding company, and its
subsidiary, Texas General Indemnity Co., a Colorado property and casualty insurer;
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Mercer Insurance Group, Inc., a Pennsylvania corporation, and its
subsidiaries, Mercer Insurance Company, a Pennsylvania property and
casualty insurer, Mercer Insurance Company of New Jersey, Inc., a New Jersey property and
casualty insurer, Franklin Insurance Company, a Pennsylvania property and casualty
insurer, and BICUS Services Corporation, a Pennsylvania business corporation; and
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Financial Pacific Insurance Group, Inc., a California corporation, and its
subsidiaries, Financial Pacific Insurance Company, a California property and casualty
insurer, Financial Pacific Insurance Agency, a California corporation; and three
statutory trusts.
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We are licensed as a property and casualty insurer in 43 states plus the District of Columbia.
We have over 1,300 independent agencies representing us and our property and casualty insurance
subsidiaries.
Mercer Insurance Group, Inc. and its property and casualty insurance subsidiaries participate
in an inter-company reinsurance pooling agreement. United Fire and its other property and casualty
insurance subsidiaries participate in a separate inter-company reinsurance pooling agreement.
Pooling arrangements permit the participating companies to rely on the capacity of the entire
pools capital and surplus, rather than being limited to policy exposures of a size commensurate
with each participants own surplus level. Under such arrangements, the members share substantially
all of the insurance business that is written, and allocate the combined premiums, losses and
expenses based on percentages defined in the arrangement.
Our life insurance segment consists of United Life Insurance Company, an Iowa life insurer and
wholly owned subsidiary of the Company that is licensed in 29 states, primarily in the Midwest and
West, and is represented by more than 900 independent agencies.
Information about us is available on our website at
www.unitedfiregroup.com
. The contents of
our website are not incorporated by reference herein and are not deemed to be part of this proxy
statement/prospectus.
United Fire Group, Inc.
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
The Company formed United Fire Group, Inc. (United Fire Group) as a wholly owned subsidiary
in order to effect the Reorganization. Prior to the Reorganization, United Fire Group will have no
assets or operations other than those that are incidental to its formation.
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UFC MergeCo, Inc.
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
UFC MergeCo, Inc. (MergeCo) was formed as a wholly owned subsidiary of United Fire Group in
order to effect the Reorganization. Prior to the Reorganization, MergeCo will have no assets or
operations other than those that are incidental to its formation.
WHAT YOU WILL RECEIVE IN THE REORGANIZATION (See page 11)
In the Reorganization, each outstanding share of common stock of the Company will be converted
automatically into one share of common stock of United Fire Group. In addition, each outstanding
option to purchase shares of the Company common stock, if not exercised before the completion of
the Reorganization, will become an option to acquire, at the same exercise price, an identical
number of shares of United Fire Group common stock. Each outstanding restricted stock award (or any
performance award payable in restricted stock) will become an award of restricted stock (or a
performance award payable in restricted stock) in an identical number of shares of United Fire
Group common stock. Finally, participants in the Companys Employee Stock Purchase Plan will be
entitled to receive shares of United Fire Group common stock in accordance with the terms of the
plan.
On the Record Date, there were outstanding shares of Company common stock, unvested shares of
Company restricted stock and options to acquire shares of Company common stock.
CONDITIONS TO COMPLETION OF THE REORGANIZATION (See page 12)
The completion of the Reorganization depends on the satisfaction or waiver of a number of
conditions, including, but not limited to, the following:
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absence of any stop order suspending the effectiveness of the registration
statement, of which this proxy statement/prospectus forms a part, relating to the shares of United Fire Group common stock to be issued pursuant to the Reorganization
and absence of any similar proceeding with respect to this Proxy Statement.
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approval and adoption of the Reorganization Agreement by the Companys shareholders;
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receipt of approval for listing on the NASDAQ Global Select Market of shares of
United Fire Group common stock to be issued pursuant to the Reorganization
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the Company shall have made such filings, and obtained such permits, authorizations,
consents, approvals or terminations or expirations of waiting periods required by the
corporate and insurance laws and regulations of all applicable jurisdictions;
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absence of any order or proceeding that would prohibit or make illegal completion of
the Reorganization; and
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receipt by the Company and United Fire Group of a legal opinion of Bradley & Riley
PC with respect to the material U.S. federal income tax consequences of the
Reorganization.
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TERMINATION OF THE REORGANIZATION AGREEMENT (See page 12)
We may terminate the Reorganization Agreement, even after adoption by our shareholders, if our
Board of Directors determines to do so for any reason.
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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF UNITED FIRE GROUP FOLLOWING THE REORGANIZATION (See
page 15)
The Board of Directors of United Fire Group presently consists of the same persons who
constitute the Board of Directors of the Company, and it is expected that those directors will
remain the same following the Reorganization. The executive officers of United Fire Group following
the Reorganization will be the same as the executive officers of the Company immediately prior to
the Reorganization.
MARKETS AND MARKET PRICES
United Fire Group common stock is not currently traded on any stock exchange. The Company
common stock is traded under the symbol UFCS on the NASDAQ Global Select Market, and we expect
United Fire Group common stock to trade on the NASDAQ Global Select Market under the symbol UFCS
following the Reorganization. On May 24, 2011, the most recent trading day for which prices were
available and the last trading day before the announcement of the Reorganization Proposal, the
closing price per share for Company common stock was $18.85.
CERTAIN FINANCIAL INFORMATION
We have not included pro forma financial comparative per share information concerning the
Company that gives effect to the Reorganization because, immediately after the completion of the
Reorganization, the consolidated financial statements of United Fire Group will be the same as the
Companys consolidated financial statements immediately prior to the Reorganization, and the
Reorganization will result in the conversion of each share of Company common stock into one share
of United Fire Group common stock. In addition, we have not provided financial statements of United
Fire Group because, prior to the Reorganization, it will have no assets, liabilities or operations
other than those incident to its formation.
RISK FACTORS
In considering whether to vote in favor of the Reorganization Proposal, you should consider
all of the information we have included in this proxy statement/prospectus, including its Annexes,
and all of the information included in the documents we have incorporated by reference, including
our Annual Report on
Form 10-K
for the year ended December 31, 2010 and the risk factors described
in the other documents incorporated by reference. In addition, you should pay particular attention
to the risks described below.
Our Board of Directors may choose to defer or abandon the Reorganization.
Completion of the Reorganization may be deferred or abandoned, at any time, by action of our
Board of Directors, whether before or after the Special Meeting. While we currently expect the
Reorganization to take place on or about , 2011, assuming that the Reorganization Proposal is
approved at the Special Meeting, the Board of Directors may defer completion or may abandon the
Reorganization because of any determination by our directors that the Reorganization would not be
in the best interests of the Company or its shareholders or that the Reorganization would have
material adverse consequences to the Company or its shareholders.
We may not obtain the expected benefits of our Reorganization into a holding company.
We believe our reorganization into a holding company will provide us with benefits in the
future. These expected benefits may not be obtained if market conditions or other circumstances
prevent us from taking advantage of the strategic, business and financing flexibility that it
affords us. As a result, we may incur the costs of creating the holding company without realizing
the possible benefits.
As a holding company, United Fire Group will depend in large part on dividends from its operating
subsidiaries to satisfy its obligations.
After the completion of the Reorganization, United Fire Group will be a holding company with
no business operations of its own. Its only significant assets will be the outstanding capital
stock of its subsidiaries. As a result, it
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will rely on funds from its current subsidiaries and any subsidiaries that it may form in the
future to meet its obligations.
The market for United Fire Group shares may differ from the market for Company shares.
Although it is anticipated that United Fire Group common shares will be authorized for listing
on the NASDAQ Global Select Market, the market prices, trading volume and volatility of United Fire
Group shares could be different from those of Company shares.
The proposed reorganization into a holding company may result in substantial direct and indirect
costs whether or not completed.
The Reorganization may result in substantial direct costs. These costs and expenses are
expected to consist primarily of attorneys fees, accountants fees, filing fees and financial
printing expenses and will be substantially incurred prior to the vote of our shareholders. The
Reorganization may also result in certain indirect costs by diverting the attention of our
management and employees from our business and by increasing our administrative costs and expenses.
These administrative costs and expenses will include keeping separate records and in some cases
making separate regulatory filings for United Fire Group and each of its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this proxy statement/prospectus and in documents incorporated by reference in
this proxy statement/prospectus contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of
the Exchange Act, that represent our managements beliefs and assumptions concerning future events.
When used in this proxy statement/prospectus and in documents incorporated herein by reference,
forward-looking statements include, without limitation, statements regarding financial forecasts or
projections and our expectations, beliefs, intentions or future strategies that are signified by
the words expect(s), anticipate(s), intend(s), plan(s), believe(s), continue(s),
seek(s), estimate(s), goal(s), target(s), forecast(s), project(s), predict(s),
should, could, may, will continue, might, hope, can or the negative of these terms,
and other words and terms of similar meaning or expression.
The forward-looking statements are not historical facts and involve risks and uncertainties
that could cause actual results to differ materially from those expected and/or projected. Such
forward-looking statements are based on current expectations, estimates, forecasts and projections
about our company, the industry in which we operate, and beliefs and assumptions made by
management. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed in such forward-looking statements.
Potential factors that could affect our results include those described in this proxy
statement/prospectus under Risk Factors, and those identified in our Annual Report on Form 10-K
for the year ended December 31, 2010 and in the other documents incorporated by reference. In light
of these risks and uncertainties, the forward-looking results discussed or incorporated by
reference in this proxy statement/prospectus might not occur.
You are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this proxy statement/prospectus or as of the date they are made. Except as
required under the federal securities laws and the rules and regulations of the Securities and
Exchange Commission (the SEC), we do not have any intention or obligation to update publicly any
forward-looking statements, whether as a result of new information, future events, or otherwise.
PROPOSAL ONE THE REORGANIZATION PROPOSAL
This section of the proxy statement/prospectus describes the Reorganization Proposal. Although
we believe that the description in this section covers the material terms of the Reorganization
Proposal, this summary may not contain all of the information that is important to you. The summary
of the material provisions of the
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Reorganization Agreement provided below is qualified in its entirety by reference to the
Reorganization Agreement, which we have attached as Annex I to this proxy statement/prospectus and
which we incorporate by reference into this proxy statement/prospectus. You should carefully read
the entire proxy statement/prospectus and the Reorganization Agreement for a more complete
understanding of the Reorganization Proposal. Your approval of the Reorganization Proposal will
constitute your approval and adoption of the Reorganization Agreement, the Reorganization, the
articles of incorporation of United Fire Group and the bylaws of United Fire Group
REASONS FOR THE REORGANIZATION
At a meeting of the Board of Directors of the Company held on May 18, 2011, the Board of
Directors concluded that the Reorganization is advisable, determined that the terms of the
Reorganization Agreement are fair to and in the best interest of the Company and its shareholders
and adopted and approved the Reorganization Agreement.
During the course of its deliberations, our Board of Directors consulted with management and
outside legal counsel and considered a number of positive factors, including the following:
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Possible Future Strategic and Business Flexibility of the Holding Company Structure.
We believe the holding company structure could facilitate future expansion of our
business by providing a more flexible structure for acquiring other businesses or
entering into joint ventures, while continuing to keep the operations and risks of our
other businesses separate. Although we have no present plans or any arrangements,
understandings or agreements to make any acquisitions or enter into any joint ventures,
we may do so in the future. In addition, if the cash generated over time by our
businesses was determined by our Board of Directors to be greater than the amount
necessary for the operation or capital needs of those businesses, this cash could be
transferred to a separate corporate entity owned by the holding company and invested as
our Board believes to be appropriate. Furthermore, implementing a holding company
structure may reduce the risk that liabilities of our core businesses and other
businesses, if any, that may be operated in the future by separate subsidiaries would
be attributed to each other.
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Possible Future Financing Flexibility of the Holding Company Structure.
We believe
that a holding company structure may be beneficial to shareholders in the future
because it would permit the use of financing techniques that are (i) not available to
the Company because the Company is a property and casualty insurer and (ii) more
readily available to companies that hold a variety of diversified businesses under one
corporate umbrella, without any impact on our capital structure. For example, United
Fire Group, in addition to receiving dividends, as and when permitted, from its current
and future subsidiaries, if any, would be able to obtain funds through its own debt or
equity financings, and United Fire Groups subsidiaries would be able to obtain funds
through their own financings, which may include the issuance of debt or equity
securities, and other entities within the holding company organization may obtain funds
from United Fire Group, other affiliates or their own outside financings.
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Possible Future Flexibility because United Fire Group is not an Insurance Company.
Because United Fire Group would not be an insurance company, it will not be subject to
the insurance laws, rules and regulations of the various states in which we now
operate.
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In addition to the positive factors described above, our Board of Directors also considered
the following potential negative factor associated with the Reorganization Proposal:
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Increased Costs and Expenses Associated with Implementing the Reorganization
Proposal and Administering a Holding Company Structure.
The Reorganization may result
in substantial direct costs. These costs and expenses are expected to consist primarily
of attorneys fees, accountants fees, filing fees and financial printing expenses
associated with the Reorganization and will be substantially incurred prior to the vote
of our shareholders. The Reorganization may also result in certain indirect costs by
diverting the attention of our management and employees from our business and
increasing our administrative costs and expenses. These administrative costs and
expenses will include keeping
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separate records and in some cases making separate regulatory filings for each of United
Fire Group and its current and future subsidiaries.
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REORGANIZATION PROCEDURE
The Company currently owns all of the issued and outstanding common stock of United Fire
Group. United Fire Group currently owns all of the issued and outstanding common stock of MergeCo,
the subsidiary formed for purposes of completing the Reorganization. The Company also directly or
indirectly owns all of the issued and outstanding common stock of the Subsidiary Companies.
Following the approval of the Reorganization Agreement by the Company shareholders and the
satisfaction or waiver of the other conditions specified in the Reorganization Agreement (which are
described below), the Company will merge with MergeCo, the subsidiary of United Fire Group. As a
result of this merger:
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The Company will be the surviving corporation, and the separate corporate existence
of MergeCo will cease.
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Each outstanding share of the Company common stock will automatically convert into
one share of United Fire Group common stock, as described below, and the current
shareholders of the Company will become the shareholders of United Fire Group.
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United Fire Group will own all of the Companys common stock, and each share of
United Fire Group common stock now held by the Company will be cancelled.
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The result of the Reorganization will be that your current company, United Fire & Casualty
Company, will be merged with MergeCo and United Fire & Casualty Company will become a subsidiary of
United Fire Group, Inc. United Fire Group Inc.s articles of incorporation are included as Annex II
to this proxy statement/prospectus, and a copy of United Fire Groups bylaws are included as Annex
III to this proxy statement/prospectus. For more information regarding your rights as a shareholder
before and after the Reorganization, see Description of United Fire Group Capital Stock,
Description of Company Capital Stock and Comparative Rights of Holders of United Fire Group
Capital Stock and Company Capital Stock in this proxy statement/prospectus.
What Company Shareholders Will Receive in the Reorganization
Each share of Company common stock will convert into one share of United Fire Group common
stock. After the completion of the Reorganization, you will own the same number and percentage of
shares of United Fire Group common stock as you currently own of Company common stock.
Company Stock Options and Other Rights to Receive Company Stock
Each outstanding option to acquire shares of Company common stock will become an option to
acquire, on the same terms and conditions as before the Reorganization, an identical number of
shares of United Fire Group common stock. Each outstanding restricted stock award for Company stock
(or any performance award payable in Company restricted stock) will become an award of restricted
stock (or a performance award payable in restricted stock) in an identical number of shares of
United Fire Group common stock. As of May 23, 2011, there were outstanding options to acquire an
aggregate of 1,224,222 shares of Company common stock and outstanding restricted stock awards
representing an aggregate of 50,206 shares of Company common stock. The Companys existing
stock-based compensation plans, which include the Companys 2005 Nonqualified Director Stock Option
and Restricted Stock Plan, 2008 Stock Plan, Employee Stock Purchase Plan, 401(k) Profit Sharing
Retirement Savings Plan and Employee Stock Ownership Plan, will entitle plan participants to
receive shares of United Fire Group common stock rather than shares of Company common stock, on the
same terms otherwise provided for in the respective plans.
Corporate Name Following the Reorganization
The name of the public company following the Reorganization will be United Fire Group, Inc.
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No Exchange of Stock Certificates
In the Reorganization, your shares of Company common stock will be converted automatically
into shares of United Fire Group common stock. Your certificates of Company common stock, if any,
will represent, from and after the Reorganization, an equal number of shares of United Fire Group
common stock, and no action with regard to stock certificates will be required on your part. We
expect to send you a notice after the Reorganization is completed specifying this and other
relevant information.
Conditions to Reorganization
We will complete the Reorganization only if each of the following conditions is satisfied or
waived:
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The registration statement of United Fire Group shall have been deemed or declared
effective by the SEC under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued by the SEC and no
proceeding for that purpose shall have been initiated or, to the knowledge of United
Fire Group or the Company, threatened by the SEC and not concluded or withdrawn. No
similar proceeding with respect to the proxy statement shall have been initiated or, to
the knowledge of United Fire Group or the Company, threatened, by the SEC and not
concluded or withdrawn.
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The Agreement and the Merger shall have been approved by the requisite vote of the
shareholders of the Company in accordance with the Iowa Business Corporation Act and
the amended and restated articles of incorporation of the Company.
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The United Fire Group common stock to be issued pursuant to the Reorganization shall
have been approved for listing on the NASDAQ Global Select Market by The NASDAQ Stock
Market, LLC.
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The Company shall have made such filings, and obtained such permits, authorizations,
consents, approvals or terminations or expirations of waiting periods required by the
corporate and insurance laws and regulations of all applicable jurisdictions.
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No order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order that is in effect shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory authority or
instrumentality that prohibits or makes illegal the consummation of the Reorganization.
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The Boards of Directors of the Company and United Fire Group shall have received the
legal opinion of Bradley & Riley PC in form and substance reasonably satisfactory to
them indicating that holders of Company Common Stock will not recognize gain or loss
for United States federal income tax purposes as a result of the transactions
contemplated by the Reorganization Agreement.
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Effectiveness of Reorganization
The Reorganization will become effective on the date we file articles of merger with the
Secretary of State of the State of Iowa or a later date that we specify therein. We will file the
articles of merger when the conditions to the Reorganization described above have been satisfied or
waived. Assuming the conditions to the reorganization have been satisfied, we expect the
Reorganization will be effective on or about , 2011.
Termination of Reorganization Agreement
The Reorganization Agreement may be terminated at any time prior to the completion of the
Reorganization (even after adoption by our shareholders) by action of the Board of Directors if it
determines that for any reason the completion of the transactions provided for therein would be
inadvisable or not in the best interest of the Company or our shareholders.
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Amendment of Reorganization Agreement
The Reorganization Agreement may, to the extent permitted by the Iowa Business Corporation Act
(the IBCA), be supplemented, amended or modified at any time prior to the completion of the
Reorganization (even after adoption by our shareholders), by the mutual consent of the parties
thereto.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the material U.S. federal income tax consequences of the
Reorganization to U.S. holders of Company common stock. This discussion is based upon current
provisions of the Internal Revenue Code of 1986, as amended (the Code), current and proposed
Treasury regulations, and judicial and administrative decisions and rulings as of the date of this
proxy statement/prospectus, all of which are subject to change (possibly with retroactive effect)
and all of which are subject to differing interpretation. This discussion does not address all
aspects of U.S. federal income taxation that may be relevant to you in light of your particular
circumstances or to persons subject to special treatment under U.S. federal income tax laws. In
particular, this discussion deals only with shareholders that hold Company common stock as capital
assets within the meaning of the Code. In addition, this discussion does not address the tax
treatment of special classes of shareholders, such as banks, insurance companies, tax-exempt
organizations, financial institutions, broker-dealers, persons holding Company stock as part of a
hedge, straddle or other risk reduction, constructive sale or conversion transaction, U.S.
expatriates, persons subject to the alternative minimum tax and persons who acquired Company common
stock in compensatory transactions. If you are not a U.S. holder (as defined below); this
discussion does not apply to you.
As used in this summary, a U.S. holder is:
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an individual U.S. citizen or resident alien;
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a corporation, partnership or other entity created or organized under U.S. law
(federal or state);
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an estate whose worldwide income is subject to U.S. federal income tax; or
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a trust, if a court within the United States of America is able to exercise primary
supervision over the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust, or certain trusts formed
prior to August 20, 1996, if such trust has a valid election in effect to be treated as
a domestic trust for U.S. federal income tax purposes.
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If a partnership (including, for this purpose, any entity treated as a partnership for U.S.
federal income tax purposes) is a beneficial owner of Company common stock, the U.S. federal income
tax consequences to a partner in the partnership will generally depend on the status of the partner
and the activities of the partnership. A holder of Company common stock that is a partnership, and
the partners in such partnership, should consult their own tax advisors regarding the U.S. federal
income tax consequences of the Reorganization.
All shareholders are urged to consult with their own tax advisors regarding the tax consequences of
the reorganization to their particular situation, including the effects of U.S. Federal, state,
local, foreign and other tax laws.
The obligation of the Company to complete the Reorganization is conditioned upon, among other
things, the Company and United Fire Group having received a legal opinion from Bradley & Riley PC,
dated as of the completion of the Reorganization, that the merger will constitute an exchange of
Company common stock for United Fire Group common stock governed by Section 351 of the Code, as
well as a Reorganization within the meaning of Section 368(a) of the Code, and, therefore, no gain
or loss will be recognized by the shareholders of the Company upon the receipt of United Fire Group
common stock pursuant to the merger. The Company has requested a private letter ruling from the
Internal Revenue Service as to the tax consequences of the Reorganization. The opinion of counsel
will not be binding upon the Internal Revenue Service or any other taxing authority. Assuming the
transaction is treated as described in this paragraph, the material U.S. federal income tax
consequences of the transactions will be as follows:
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No gain or loss will be recognized by United Fire Group or the Company as a result
of the merger;
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No gain or loss will be recognized by shareholders of Company common stock upon
receipt of United Fire Group common stock solely in exchange for Company common stock;
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The aggregate tax basis of the shares of United Fire Group common stock that
shareholders of Company common stock receive in exchange for Company common stock in
the merger will be the same as the aggregate tax basis of the Company common stock
exchanged; and
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The holding period for shares of United Fire Group common stock received in the
merger will include the holding period of the Company common stock exchanged.
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The foregoing discussion is not intended to be a complete analysis or description of all potential
U.S. Federal income tax consequences or any other consequences of the Reorganization. In addition,
the discussion does not address tax consequences that may vary with, or are contingent on, the
circumstances of individual holders of Company common stock. Moreover, the discussion does not
address state, local, foreign or non-income tax consequences or tax return reporting requirements.
Accordingly, you are strongly urged to consult with your own tax advisor to determine the
particular U.S. Federal, state, local or foreign income or other tax consequences to you of the
Reorganization.
NO COMPENSATION RELATED TO THE REORGANIZATION
There are no agreements or understandings, whether written or unwritten, between any executive
officer and the Company, United Fire Group or MergeCo concerning any type of compensation, whether
present, deferred or contingent, that is based on or otherwise relates to the Reorganization.
ANTICIPATED ACCOUNTING TREATMENT
For accounting purposes, our Reorganization into a holding company structure will be treated
as a merger of entities under common control. The accounting treatment for such events is similar
to the former pooling of interests method. Accordingly, the financial position and results of
operations of the Company will be included in the consolidated financial statements of United Fire
Group on the same basis as currently presented.
AUTHORIZED CAPITAL STOCK
The Companys amended and restated articles of incorporation currently authorize the issuance
of 75,000,000 shares of common stock and 10,000,000 shares of preferred stock. United Fire Groups
articles of incorporation, which would govern the rights of our shareholders after the
Reorganization, currently authorize the issuance of 75,000,000 shares of common stock and
10,000,000 shares of preferred stock. Upon completion of the Reorganization, the number of shares
of United Fire Group common stock that will be outstanding will be equal to the number of shares of
Company common stock outstanding immediately prior to the Reorganization.
LISTING OF UNITED FIRE GROUP COMMON STOCK ON THE NASDAQ GLOBAL SELECT MARKET; DE-LISTING AND DE-REGISTRATION OF COMPANY COMMON STOCK
The completion of the Reorganization is conditioned on the approval for listing of the shares
of United Fire Group common stock issued in the Reorganization (and any other shares to be reserved
for issuance in connection with the Reorganization) on the NASDAQ Global Select Market. We expect
that the United Fire Group common stock will trade under the ticker symbol UFCS. In addition,
United Fire Group will become a reporting company under the Exchange Act. Following the
Reorganization, the Companys common stock will no longer be listed on the NASDAQ Global Select
Market and will no longer be registered under the Exchange Act. In addition, the Company will cease
to be a reporting company under the Exchange Act.
14
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF UNITED FIRE GROUP FOLLOWING THE REORGANIZATION
The United Fire Group Board of Directors and the Company Board of Directors are composed of
the same persons.
We expect that the executive officers of United Fire Group following the Reorganization will
be the same as those of the Company immediately prior to the Reorganization.
ISSUANCES OF UNITED FIRE GROUP COMMON STOCK UNDER COMPANY PLANS
The adoption by the holders of Company common stock of the Reorganization Agreement will also
constitute approval of the assumption by United Fire Group of the Companys existing stock-based
compensation plans, which include the Companys 2005
Non-Qualified Non-Employee Director Stock Option and
Restricted Stock Plan, 2008 Stock Plan, Employee Stock Purchase Plan, 401(k) Profit Sharing
Retirement Savings Plan and Employee Stock Ownership Plan and, where appropriate, the future
issuance of shares of United Fire Group common stock in lieu of shares of Company common stock
under those plans, each as amended in connection with the Reorganization without further
shareholder action.
UNITED FIRE GROUP ARTICLES OF INCORPORATION
The adoption by the holders of Company common stock of the Reorganization Agreement will also
constitute approval of the terms of the United Fire Group articles of incorporation in the form
attached to this proxy statement/prospectus as Annex II.
RESTRICTIONS ON THE SALE OF UNITED FIRE GROUP SHARES
The shares of United Fire Group common stock to be issued in the Reorganization will be
registered under the Securities Act. These shares will be freely transferable under the Securities
Act, subject to existing restrictions on certain affiliates of United Fire Group.
DESCRIPTION OF UNITED FIRE GROUP CAPITAL STOCK
United Fire Group is incorporated in the State of Iowa. The rights of shareholders of United
Fire Group will generally be governed by Iowa law and United Fire Groups articles of incorporation
and bylaws. The following is a summary of the material provisions of United Fire Groups articles
of incorporation and bylaws. This summary is not complete and is qualified by reference to Iowa
statutory and common law and the full texts of United Fire Groups articles of incorporation and
bylaws, which are attached as Annexes II and III to this proxy statement/prospectus.
General
Upon the completion of the Reorganization, the authorized capital of United Fire Group will be
85,000,000 shares, consisting of 75,000,000 shares of common stock, par value $0.001 per share, and
10,000,000 shares of preferred stock, no par value per share. All of the shares issued and
outstanding upon completion of the Reorganization will be fully paid and nonassessable.
Upon completion of the Reorganization, the number of shares of United Fire Group common stock
that will be outstanding will be equal to the number of shares of Company common stock outstanding
immediately prior to the Reorganization.
Common Stock
The board of directors of United Fire Group may, without further shareholder approval, issue
up to 75,000,000 shares of common stock having a par value of $.001 per share.
15
Dividends
. Subject to preferences applicable to any shares of outstanding United
Fire Group preferred stock, the Board of Directors may declare dividends upon the capital stock of
United Fire Group, subject to the applicable provisions, if any, of the IBCA. United Fire Group may
pay dividends in cash, in property, or in shares of the capital stock, subject to the provisions of
the IBCA. All shares of United Fire Group common stock are entitled to participate ratably with
respect to dividends or other distributions.
Liquidation Rights.
If United Fire Group is liquidated, dissolved or wound up, voluntarily or
involuntarily, holders of United Fire Group common stock are entitled to share ratably in all
assets of United Fire Group available for distribution to the United Fire Group shareholders after
the payment in full of any preferential amounts to which holders of any United Fire Group preferred
stock may be entitled.
Voting Rights.
Holders of United Fire Group common stock are entitled to one vote per share on
all matters to be voted upon by shareholders. There are no cumulative voting rights. Shareholders
may vote by proxy.
Other.
There are no preemption, redemption, sinking fund or conversion rights applicable to
the United Fire Group common stock. When issued, outstanding shares of common stock will be fully
paid and non-assessable.
Preferred Stock
The board of directors of United Fire Group may, without further shareholder approval, issue
up to 10,000,000 shares of preferred stock having no par value per share. The Preferred Stock may
be divided into and issued in one or more series. The Board of Directors may establish and
designate such series and, within the limitations prescribed by law, fix and determine the
designations, powers, preferences, and relative, participating, optional or other special rights,
and qualifications, limitations and restrictions of any series. The issuance of United Fire Group
preferred stock may have the effect of delaying, deferring or preventing a change of control of
United Fire Group without further action by the shareholders, may discourage bids for United Fire
Group common stock at a premium over the market price of United Fire Group common stock and may
adversely affect the market price of, and the voting and other rights of the holders of, United
Fire Group common stock.
Anti-Takeover Provisions of the Articles of Incorporation and Bylaws
United Fire Groups articles of incorporation and bylaws include a number
of provisions that may have the effect of deterring or impeding hostile takeovers or changes in
control or management. These provisions include:
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the authority of the board of directors to issue up to 10,000,000 shares of
undesignated preferred stock and to determine the rights, preferences and privileges of
these shares, without shareholder approval;
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a classified board of directors having three classes of directors, with the terms of
the members of a different class of directors expiring each year and directors for that
class being elected to three-year terms;
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elimination of cumulative voting;
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requiring the affirmative vote of holders of at least sixty percent (60%) of the
outstanding shares of voting stock to approve any plan of merger, consolidation, or
sale or exchange of all or substantially all of the assets of United Fire Group;
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requiring the affirmative vote of holders of at least sixty percent (60%) of the
outstanding shares of voting stock to amend United Fire Groups articles of
incorporation; and
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permitting a holder or group of holders of United Fire Group common stock who own
not less than one-fifth (1/5) but less than a majority of the outstanding shares of
common stock to nominate and elect that number of directors, ignoring fractions, which
bears the same ratio to the number of directors to be elected as the number of shares
of common stock held by such shareholders bears to the total
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shares of common stock outstanding, but the total number of directors so elected by
minority stockholders may not exceed one less than a majority of the aggregate number of
directors to be elected.
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Such provisions may have the effect of delaying or preventing a change in control.
Limitation of Director Liability and Indemnification
United Fire Groups articles of incorporation and bylaws provide that a director shall not be
personally liable to United Fire Group or its shareholders for monetary damages for any action
taken, or any failure to take any action, as a director, except liability for any of the following:
(1) the amount of a financial benefit received by a director to which the director is not entitled;
(2) an intentional infliction of harm on United Fire Group or its shareholders; (3) a violation of
section 490.833 of the IBCA, which provides which provides that a director may be liable for
certain excess distributions in excess of what may be authorized by statute; or (4) an intentional
violation of criminal law. If the IBCA is amended to authorize the further elimination or
limitation of the personal liability of directors, then, automatically and without any further
action, the liability of a director shall be eliminated or limited to the fullest extent permitted
by the IBCA. The articles of incorporation and bylaws of United Fire Group further provide that
United Fire Group shall indemnify each of its directors for liability to any person for any action
taken, or any failure to take any action, as a director, except liability for any of the items (1)
through (4), listed above.
United Fire Groups articles of incorporation and bylaws further provide that United Fire
Group shall indemnify each of its directors for liability to any person for any action taken, or
any failure to take any action, as a director, except liability for any of the items (1) through
(4), listed above. Furthermore, any repeal or amendment of the provisions governing limitation of
director liability and indemnification shall not adversely affect any right of a director or former
director arising at any time with respect to events occurring prior to such repeal or amendment.
Transfer Agent
We expect that the transfer agent for United Fire Group common stock will be Computershare
Investor Service, LLC, 2 North LaSalle Street, Chicago, Illinois 60602.
The NASDAQ Global Select Market Listing
We expect that United Fire Group common stock will be listed on the NASDAQ Global Select
Market under the trading symbol UFCS.
DESCRIPTION OF COMPANY CAPITAL STOCK
The rights of shareholders of the Company are generally governed by Iowa law and the Companys
Fourth Restated Articles of Incorporation, as amended, and bylaws. The following is a summary of
the material provisions of the Companys Fourth Restated Articles of Incorporation, as amended, and
bylaws. This summary is not complete and is qualified by reference to Iowa statutory and common law
and the full texts of the Companys Fourth Restated Articles of Incorporation, as amended, and
bylaws. The Companys Fourth Restated Articles of Incorporation, as amended, and bylaws are
attached as Exhibits 3.2 through 3.5 and Exhibit 3.7 to United Fire Groups Registration Statement
on Form S-4 filed with the SEC on May 25, 2011.
General
The Company is authorized to issue 75,000,000 shares of common stock, $3.33⅓ par value per
share, and 10,000,000 shares of preferred stock, $1.00 par value per share.
As of May 23, 2011, the Company had 26,134,933 shares of common stock issued and outstanding.
All outstanding shares of the Companys stock are fully paid and nonassessable.
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Common Stock
Dividends and Distributions
. Subject to preferences applicable to any shares of outstanding
preferred stock, the Board of Directors may declare and pay dividends upon Company common stock,
share and share alike, out of any earned surplus or net profits or other fund legally available for
the declaration of dividends after making such provision, if any, as the Board of Directors may
deem necessary for working capital.
Liquidation Rights.
If the Company is liquidated, dissolved or wound up, voluntarily or
involuntarily, holders of Company common stock are entitled to share ratably in all net assets of
the Company available for distribution to the Company shareholders after the payment in full of any
preferential amounts to which holders of any Company preferred stock may be entitled.
Voting Rights.
Holders of Company common stock are entitled to one vote per share on all
matters to be voted upon by shareholders. There are no cumulative voting rights. Shareholders may
vote by proxy.
Other.
There are no preemption, redemption, sinking fund or conversion rights applicable to
Company common stock. All outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
The Board of Directors has authority to issue 10,000,000 shares of Company preferred stock in
one or more series and to provide for the issuance of the shares of Preferred Stock in series, to
establish from time to time the number of shares to be included in each such series and to fix the
preferences, limitations and relative rights of the series.
Anti-Takeover Provisions of the Articles of Incorporation and Bylaws
The Companys Fourth Restated Articles of Incorporation, as amended, and bylaws include a
number of provisions that may have the effect of deterring or impeding hostile takeovers or changes
in control or management. These provisions include:
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the authority of the board of directors to issue up to 10,000,000 shares of
undesignated preferred stock and to determine the rights, preferences and privileges of
these shares, without shareholder approval;
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a classified board of directors having three classes of directors, with the terms of
the members of a different class of directors expiring each year and directors for that
class being elected to three-year terms;
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elimination of cumulative voting;
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requiring the affirmative vote of holders of at least two-thirds of the
outstanding shares of voting stock to approve any plan of merger, consolidation, or
sale or exchange of all or substantially all of the assets of the
Company;
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requiring the affirmative vote of holders of at least two-thirds of the
outstanding shares of voting stock to amend the Companys articles of
incorporation; and
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permitting a holder or group of holders of the Companys common stock who own
not less than one-fifth (1/5) but less than a majority of the outstanding shares of
common stock to nominate and elect that number of directors, ignoring fractions, which
bears the same ratio to the number of directors to be elected as the number of shares
of common stock held by such shareholders bears to the total shares of common stock
outstanding, but the total number of directors so elected by minority stockholders may
not exceed one less than a majority of the aggregate number of directors to be elected.
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Such provisions may have the effect of delaying or preventing a change in control.
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Limitation of Director Liability and Indemnification
The Companys Fourth Restated Articles of Incorporation, as amended, and bylaws provide that a
director shall not be personally liable to the Company or its shareholders for monetary damages for
any action taken, or any failure to take any action, as a director, except liability for any of the
following: (1) the amount of a financial benefit received by a director to which the director is
not entitled; (2) an intentional infliction of harm on the Company or its shareholders; (3) a
violation of section 490.833 of the IBCA, which provides that a director may be liable for certain
excess distributions in excess of what may be authorized by statute; or (4) an intentional
violation of criminal law. If the IBCA is amended to authorize the further elimination or
limitation of the personal liability of directors, then, automatically and without any further
action, the liability of a director of shall be eliminated or limited to the fullest extent
permitted by the IBCA.
The Companys Fourth Restated Articles of Incorporation, as amended, and bylaws further
provide that the Company shall indemnify each of its directors for liability to any person for any
action taken, or any failure to take any action, as a director, except liability for any of the
items (1) through (4), listed above. Furthermore, any repeal or amendment of the provisions
governing limitation of director liability and indemnification shall not adversely affect any right
of a director or former director arising at any time with respect to events occurring prior to such
repeal or amendment.
Transfer Agent
The transfer agent for Company common stock is Computershare Investor Service, LLC, 2 North
LaSalle Street, Chicago, Illinois 60602.
The NASDAQ Global Select Market Listing
Company common stock is listed on the NASDAQ Global Select Market under the trading symbol
UFCS.
COMPARATIVE RIGHTS OF HOLDERS OF UNITED FIRE GROUP CAPITAL STOCK AND COMPANY CAPITAL STOCK
At the effective time of the merger, Company common stock will be converted on a one-for-one
basis into United Fire Group common stock. As a result, United Fire Groups articles of
incorporation and bylaws will govern the rights of the former holders of Company common stock who
receive shares of United Fire Group common stock pursuant to the Reorganization. The rights of
Company shareholders are currently governed by the IBCA and common law, the Companys Fourth
Restated Articles of Incorporation, as amended, and the Companys bylaws. After completion of the
Reorganization, the rights of United Fire Group shareholders (i) will continue to be governed by
the IBCA and common law and (ii) will be governed by United Fire Groups articles of incorporation
and bylaws.
The following table summarizes and compares the material rights that Company shareholders
currently have and the rights that they will have as shareholders of United Fire Group following
the Reorganization. This summary is qualified in its entirety by reference to the full text of
United Fire Groups articles of incorporation and bylaws, and the Companys Fourth Restated
Articles of Incorporation, as amended, and bylaws. For detailed descriptions of the capital stock
of the Company and United Fire Group, see Description of United Fire Group Capital Stock and
Description of Company Capital Stock on pages 15 to 19 of this proxy statement/prospectus.
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Rights of Holders of Company
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Rights of Holders of United Fire
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Common Stock
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Group, Inc. Common Stock
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Capitalization:
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The Company is authorized
to issue 75,000,000 shares
of common stock having a
par value of Three Dollars
Thirty-three and One-third
Cents ($3.33 ⅓) per share
and 10,000,000 shares of
serial preferred stock,
having no par value per
share.
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United Fire Group is authorized
to issue 75,000,000 shares of
common stock having a par value
of $.001 per share and
10,000,000 shares of serial
preferred stock, having no par
value per share.
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Rights of Holders of Company
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Rights of Holders of United Fire
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Common Stock
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Group, Inc. Common Stock
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Voting Rights:
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Company common shareholders
are entitled to one vote
for each share. The
Companys articles of
incorporation, as amended,
do not provide for
cumulative voting for the
election of directors.
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United Fire Group common
shareholders are entitled to
one vote for each share. United
Fire Groups articles of
incorporation do not provide
for cumulative voting for the
election of directors.
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Proportionate
Representation:
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The holder or holders,
jointly or severally, of
not less than one-fifth but
less than a majority of the
shares of Company common
stock shall be entitled to
nominate directors for
election at the annual
Stockholders meeting. In
the event such nomination
is made there shall be
elected, to the extent that
the total number to be
elected is divisible, such
proportionate number from
the persons so nominated as
the shares of stock held by
persons making such
nominations bear to the
whole number of shares
issued; provided, the
holder or holders of the
minority shares of stock
shall only be entitled to
one-fifth (disregarding
fractions) of the total
number of directors to be
elected for each one-fifth
of the entire capital stock
of the Company held by
them. This shall not be
construed to prevent the
holders of a majority of
the Company common stock
from electing the majority
of the directors to be
elected.
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The holder or holders, jointly
or severally, of not less than
one-fifth but less than a
majority of the shares of
United Fire Group common stock
shall be entitled to nominate
directors for election at the
annual shareholders meeting. In
the event such nomination is
made there shall be elected, to
the extent that the total
number to be elected is
divisible, such proportionate
number from the persons so
nominated as the shares of
stock held by persons making
such nominations bear to the
whole number of shares issued;
provided, the holder or holders
of the minority shares of stock
shall only be entitled to
one-fifth (disregarding
fractions) of the total number
of directors to be elected for
each one-fifth of the entire
capital stock of United Fire
Group held by them. This shall
not be construed to prevent the
holders of a majority of the
United Fire Group common stock
from electing the majority of
the directors to be elected.
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Quorum:
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A majority of the Company
common stock outstanding
represented in person or by
written proxy shall
constitute a quorum for the
transaction of business.
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A majority of the United Fire
Group common stock outstanding
represented in person or by
written proxy shall constitute
a quorum for the transaction of
business.
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Number of Directors:
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The number of directors
shall not be fewer than
nine nor more than 15
persons, and the size of
the Board of Directors
shall be established within
that range annually by the
shareholders at the annual
meeting.
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The number of directors shall
not be fewer than nine nor more
than 15 persons. Within that
range, the size of the Board of
Directors is determined by the
shareholders at the annual
meeting or by the Board of
Directors. The Board of
Directors shall not increase
the size of the Board of
Directors by more than one (1)
director in any year. All
director nominees must meet the
qualifications for directors
set from time to time by the
board of directors.
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Nominations of
Directors and
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The Companys articles and
bylaws do not specifically
provide a process for
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United Fire Groups bylaws
provide an exclusive process
for shareholders to
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Rights of Holders of Company
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Rights of Holders of United Fire
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Common Stock
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Group, Inc. Common Stock
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Business at Annual
and Special
Meetings:
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shareholders to nominate
candidates for director or
to propose business to be
considered at a meeting of
the shareholders.
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nominate
persons for election to the
Board of Directors and to
propose business to be
considered by the shareholders
at an annual or special meeting
of shareholders. The bylaws
require all board nominees to
meet qualifications specified
by the Board of Directors.
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Removal of
Directors:
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The Companys articles of
incorporation and bylaws do
not include provisions
limiting removal of
directors.
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United Fire Groups articles of
incorporation and bylaws do not
include provisions limiting
removal of directors.
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Classification of
Board of Directors:
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The Companys articles of
incorporation provide for
directors to be divided
into three classes, as
nearly equal in the number
of directors as possible,
with the directors in each
class serving a three-year
term.
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United Fire Groups articles of
incorporation provide for
directors to be divided into
three classes, as nearly equal
in the number of directors as
possible, with the directors in
each class serving a three-year
term.
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Filling Vacancies
on the Board of
Directors:
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Vacancies in the Board of
Directors occurring between
annual meetings may be
filled by the Board of
Directors for the remainder
of the unexpired term of
the director whose office
is vacated.
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Vacancies in the Board of
Directors, whether arising
through death, resignation or
removal of a director, or newly
created directorships resulting
from any increase in the
authorized number of directors,
shall be filled by a majority
of the directors then in
office, or by a sole remaining
director. The directors so
chosen shall hold office for
the unexpired portion of the
term of the directors replaced,
provided, however, that in the
case of a directorship created
by the Board of Directors, the
director so chosen shall be
assigned to that class of
directors the terms of which
expire at the next annual
meeting of the shareholders.
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Compensation:
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The Companys bylaws
provide that compensation
of directors shall be
determined by the Board of
Directors, with the
exception of the Chairman,
whose compensation is
determined by the
Compensation Committee. The
basis of such compensation
shall be an annual stipend
plus a fixed amount for
attendance at each
directors meeting. With the
exception of the annual
stipend, no compensation
shall be allowed or paid to
any director not in
attendance at any meeting.
No director shall receive a
fee for services as such if
such director draws a
salary from the Company as
an officer or employee.
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United Fire Groups bylaws
provide that subject to the
requirements of applicable law
and NASDAQ (collectively the
Requirements), the directors
may be compensated for their
service as directors and as
members of committees of the
board of directors and for
chairing the board of any such
committee. Such compensation
may take the form of board and
committee retainer fees,
attendance fees, fees for
chairing the Board of Directors
or any such committees of the
Board of Directors, stock
awards, stock options, stock
appreciation rights and any
other lawful form of
compensation.
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Rights of Holders of Company
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Rights of Holders of United Fire
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Common Stock
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Group, Inc. Common Stock
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Record Date:
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The Companys Board of
Directors may fix, in
advance, a record date,
which shall not be more
than 60 or less than 10
days before the date of any
shareholder meeting, and
not more than 70 days prior
to any other action.
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United Fire Groups Board of
Directors may fix, in advance,
a record date, which shall not
be more than 60 or less than 10
days before the date of any
shareholder meeting, and not
more than 70 days prior to any
other action.
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Notice of Meetings:
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Each Company shareholder
entitled to vote must be
given written notice of
each annual or special
meeting, stating the place,
date, time and purpose(s)
of the meeting, not less
than 10 nor more than 60
days before the date of the
meeting.
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Each United Fire Group
shareholder entitled to vote
must be given written notice of
each annual or special meeting,
stating the place, date, time
and purpose(s) of the meeting,
not less than 10 nor more than
60 days before the date of the
meeting.
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Amendments to
Articles:
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Amendments to the Companys
articles of incorporation
shall require the
affirmative vote of
two-thirds (2/3) of Company
common stock issued and
outstanding.
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Amendments to United Fire
Groups articles shall require
the affirmative vote of sixty
percent (60%) of United Fire
Group common stock issued and
outstanding.
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Amendments to
Bylaws:
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The bylaws of the Company
may be altered, amended or
repealed and new bylaws may
be adopted at any meeting
of the Board of Directors
by a majority vote of the
directors present at the
meeting. The IBCA permits
shareholders to amend the
bylaws.
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United Fire Groups bylaws may
be altered, amended or repealed
and new bylaws may be adopted
at any meeting of the Board of
Directors by a majority vote of
the directors present at the
meeting. The IBCA permits
shareholders to amend the
bylaws.
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Special
Shareholders
Meetings:
|
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The Companys articles of
incorporation provide that
special meetings shall be
called by the president of
the Company or 51% of the
shareholders.
|
|
United Fire Groups articles of
incorporation provide that
special meetings shall be
called by the Chairman, the
Board of Directors, or 30% of
the shareholders.
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Approval for
Business
Combinations:
|
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The Companys articles of
incorporation require the
affirmative vote of
two-thirds (2/3) of all
outstanding shares of
common stock to approve any
plan of merger,
consolidation, or sale or
exchange of all or
substantially all of the
assets.
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United Fire Groups articles of
incorporation require the
affirmative vote of sixty
percent (60%) of all
outstanding shares of United
Fire Group to approve any plan
of merger, consolidation, or
sale or exchange of all or
substantially all of the assets
and make it clear that other
provisions of Iowa law apply.
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Limitation of
Personal Liability
of Directors:
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The Companys articles of
incorporation and bylaws
provide that a director
shall not be personally
liable to the Company or
its shareholders for
monetary damages for any
action taken, or any
failure to take any action,
as a director, except
liability for any of the
following: (1) the amount
of a financial benefit
received by a director to
which the director is not
entitled; (2) an
intentional infliction of
harm on the Company or its
shareholders;
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United Fire Groups articles of
incorporation, as amended, and
bylaws provide that a director
shall not be personally liable
to United Fire Group or its
shareholders for monetary
damages for any action taken,
or any failure to take any
action, as a director, except
liability for any of the
following: (1) the amount of a
financial benefit received by a
director to which the director
is not entitled; (2) an
intentional infliction of
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22
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Rights of Holders of Company
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Rights of Holders of United Fire
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Common Stock
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Group, Inc. Common Stock
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(3) a
violation of section
490.833 of the IBCA, which
provides that a director
may be liable for certain
excess distributions in
excess of what may be
authorized by statute; or
(4) an intentional
violation of criminal law.
If the IBCA is amended to
authorize further
elimination or limitation
of the personal liability
of directors, then,
automatically and without
any further action, the
liability of a director of
shall be eliminated or
limited to the fullest
extent permitted by the
IBCA.
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|
harm on United Fire Group or its
shareholders; (3) a violation of section 490.833 of the IBCA,
which provides that a director
may be liable for certain
excess distributions in excess
of what may be authorized by
statute; or (4) an intentional
violation of criminal law. If
the IBCA is amended to
authorize further elimination
or limitation of the personal
liability of directors, then,
automatically and without any
further action, the liability
of a director of shall be
eliminated or limited to the
fullest extent permitted by the
IBCA.
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Indemnification of
Directors and
Officers:
|
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The articles of
incorporation of the
Company provide that the
Company shall indemnify
each of its directors for
liability to any person for
any action taken, or any
failure to take any action,
as a director, except
liability for any of the
items (1) through (4),
listed under Limitation of
Personal Liability of
Directors, above.
Furthermore, any repeal or
amendment of the provisions
governing limitation of
director liability and
indemnification shall not
adversely affect any right
of a director or former
director arising at any
time with respect to events
occurring prior to such
repeal or amendment.
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|
The articles of incorporation
and bylaws of United Fire Group
provide that United Fire Group
shall indemnify each of its
directors for liability to any
person for any action taken, or
any failure to take any action,
as a director, except liability
for any of the items (1)
through (4), listed under
Limitation of Personal
Liability of Directors, above.
Furthermore, any repeal or
amendment of the provisions
governing limitation of
director liability and
indemnification shall not
adversely affect any right of a
director or former director
arising at any time with
respect to events occurring
prior to such repeal or
amendment.
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Closing Transfer
Books:
|
|
The Companys articles of
incorporation provide that
for the purpose of
determining shareholders
entitled to notice of, or
to vote at, any meeting of
shareholders, or any
adjournment thereof, or
entitled to receive payment
of any dividends, or in
order to make a
determination of
shareholders for any other
purpose, the Board of
Directors may provide that
the stock transfer books
shall be closed for a
stated period, not
exceeding sixty (60) days.
If the stock transfer books
shall be closed for such
purpose, such books shall
be closed for at least ten
(10) days immediately
preceding such meeting.
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|
These provisions are deleted
from the articles of
incorporation of the United
Fire Group and included in the
bylaws of the United Fire
Group.
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Consideration for
stock:
|
|
The Companys articles of
incorporation provide (i)
that no stock shall be
issued until the Company
has received the payment in
full therefor in cash or
property, provided,
however, that when
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|
The articles of incorporation
of United Fire Group do not
contain these provisions, as
they are not required to be
included by the IBCA and United
Fire Group will not operate as
an insurance company.
|
23
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Rights of Holders of Company
|
|
Rights of Holders of United Fire
|
|
|
Common Stock
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Group, Inc. Common Stock
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stock is
to be issued for anything
other than money such issue
of stock must be approved
by the Insurance
Commissioner of the State
of Iowa and (ii) that
without action by or
consent of the
shareholders, the Board of
Directors may issue all or
so much of the authorized
common stock for such
consideration as it shall
determine, but not less
than par value thereof, and
any and all such stock so
issued, when the
consideration therefor as
so fixed by the Board of
Directors has been fully
paid or delivered, shall be
fully paid stock and not
liable to any further call
or assessment.
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Shareholders
Private Property
Exempt from
Corporate Debts:
|
|
The Companys articles of
incorporation provide that
the private property of the
shareholders of the Company
shall not be liable for
corporate debts.
|
|
The articles of incorporation
of United Fire Group do not
contain this provision, as the
IBCA provides these shareholder
protections.
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Examination of
Books by
Shareholders
|
|
The Companys bylaws do not
have provisions regarding
examination of books by
shareholders.
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|
United Fire Groups bylaws
provide that the Board of
Directors shall , subject to
the laws of the State of Iowa,
have power to determine from
time to time, whether and to
what extent and under what
conditions and regulations the
accounts and books of United
Fire Group shall be open to the
inspection of the shareholders;
and no shareholder shall have
any right to inspect any book
or document of United Fire
Group, except as conferred by
the laws of the State of Iowa,
unless and until authorized so
to do by resolution of the
Board of Directors or of the
shareholders of United Fire
Group.
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Registered
Shareholders:
|
|
The Companys bylaws do not
have provisions regarding
recognition of registered
shareholders.
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|
United Fire Groups bylaws
provide that the United Fire
Group shall be entitled to
treat the holder of record of
any shares of stock as the
holder in fact of the shares
and accordingly, shall not be
bound to recognize any
equitable or other claims to or
interest in such shares on the
part of any other person
whether or not it shall have
express or other notice
thereof.
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24
VOTE REQUIRED AND BOARD RECOMMENDATION
Approval of the Reorganization Proposal requires the affirmative vote of two-thirds
of the shares (represented either in person or by proxy) entitled to vote in the election
at a meeting at which a quorum is present.
After careful consideration, our Board of Directors has determined
that creation of a holding company offers a net benefit to our shareholders.
Our Board of Directors has approved the Reorganization Proposal,
has determined that the terms of the Reorganization Agreement
and the Reorganization are advisable and in the best interest of our shareholders,
and has adopted and approved the Reorganization Agreement.
Our Board of Directors unanimously recommends a vote
FOR
the Reorganization Proposal.
Your shares will be voted
FOR
the Reorganization Proposal unless you specifically
direct your proxy to vote against or abstain with respect to the Reorganization Proposal.
PROPOSAL TWO ADJOURNMENT OF THE SPECIAL MEETING
APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING
Our shareholders are being asked to consider and vote on a proposal to adjourn
the Special Meeting, if necessary, in the event that there are not sufficient votes at the
time of the Special Meeting to approve the adoption of the Reorganization Agreement. The
affirmative vote of the holders of at least a majority of Company common stock represented
in person or by proxy at the special meeting and entitled to vote thereat is required to
approve the adjournment of the Special Meeting, if necessary, to solicit additional
proxies.
Our Board of Directors recommends a vote
FOR
the approval of the adjournment of the Special Meeting, if necessary,
to solicit additional proxies, in the event that there
are not sufficient votes at the time of the Special Meeting to adopt the Reorganization Agreement.
Your shares will be voted
FOR
the adjournment of the Special Meeting unless you specifically
direct your proxy to vote against or abstain with respect to the Reorganization Proposal.
25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 23, 2011, with respect to the ownership
of the Companys $3.33⅓ par value common stock by principal security holders.
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Name and Address
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Amount and Nature of
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Title of Class
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|
of Beneficial Owner
|
|
Beneficial Ownership
|
|
Percent of Class
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|
Common
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|
Dee Ann McIntyre
1218 Bishops Lodge Road
Santa Fe, New Mexico 87501-1099
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3,475,794
(1)
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13.27
|
%
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Common
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|
Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, California 90401
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|
2,209,904
(2)
|
|
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8.44
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Common
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BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
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1,655,025
(3)
|
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6.32
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Common
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EARNEST Partners LLC
75 Fourteenth Street, Suite 2300
Atlanta, Georgia 30309
|
|
1,604,042
(4)
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6.12
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|
|
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(1)
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|
The number of securities beneficially owned by Mrs. McIntyre includes: 2,445,256 for which
Mrs. McIntyre holds sole voting and investment power; 519,863 for which Mrs. McIntyre holds
shared voting and investment power; 449,675 shares owned by the Dee Ann McIntyre Trust of
which Mrs. McIntyre is a lifetime beneficiary; and 61,000 stock options that are exercisable
by Mrs. McIntyre on or before sixty (60) days from the date of this proxy statement.
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(2)
|
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Based on Schedule 13F filed with the SEC on May 11, 2011.
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|
(3)
|
|
Based on Schedule 13F filed with the SEC on April 21, 2011.
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(4)
|
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Based on Schedule 13F filed with the SEC on May 16, 2011.
|
The following table sets forth certain information regarding the beneficial ownership of
the Companys $3.33⅓ par value common stock as of May 23, 2011, with respect to each of our
directors, its named executive officers, and all of its directors and executive officers as a
group.
As of May 23, 2011, we had 26,134,933 shares of $3.33⅓ par value common stock outstanding.
Except as otherwise indicated, each of the shareholders listed in the following table has sole
voting and investment power over the shares beneficially owned.
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|
|
|
|
|
|
Amount and Nature of
|
|
Percent
|
Title of Class
|
Name of Beneficial Owner
|
|
Beneficial Ownership
(1)
|
|
of Class
|
|
Common
|
|
Christopher R. Drahozal
|
|
918,113
(2)
|
|
|
3.51
|
%
|
Common
|
|
Barrie W. Ernst
|
|
35,180
(3)
|
|
|
0.13
|
|
Common
|
|
Jack B. Evans
|
|
35,326
(4)
|
|
|
*
|
|
Common
|
|
Thomas W. Hanley
|
|
16,081
(5)
|
|
|
*
|
|
Common
|
|
Douglas M. Hultquist
|
|
5,745
(6)
|
|
|
*
|
|
Common
|
|
Dianne M. Lyons
|
|
29,552
(7)
|
|
|
0.11
|
|
Common
|
|
Casey D. Mahon
|
|
19,362
(8)
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*
|
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Common
|
|
George D. Milligan
|
|
16,559
(9)
|
|
|
*
|
|
Common
|
|
James W. Noyce
|
|
1,545
(10)
|
|
|
*
|
|
Common
|
|
Mary K. Quass
|
|
14,078
(11)
|
|
|
*
|
|
Common
|
|
Randy A. Ramlo
|
|
49,065
(12)
|
|
|
0.19
|
|
Common
|
|
John A. Rife
|
|
625,299
(13)
|
|
|
2.39
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
Percent
|
Title of Class
|
Name of Beneficial Owner
|
|
Beneficial Ownership
(1)
|
|
of Class
|
|
Common
|
|
Neal R. Scharmer
|
|
15,794
(14)
|
|
|
0.06
|
|
Common
|
|
Kyle D. Skogman
|
|
21,628
(15)
|
|
|
*
|
|
Common
|
|
Michael T. Wilkins
|
|
458,095
(16)
|
|
|
1.75
|
|
Common
|
|
Frank S. Wilkinson Jr.
|
|
21,771
(17)
|
|
|
*
|
|
|
Common
|
|
All directors and
executive officers as a
group (includes 18
persons)
|
|
1,786,733
(18)
|
|
|
6.84
|
%
|
|
|
|
|
*
|
|
Indicates directors with ownership of less than 1% percent.
|
|
(1)
|
|
Except as otherwise indicated, each person has sole voting and investment power with respect
to the number of shares indicated. The inclusion in this table of any shares as beneficially
owned does not constitute admission of beneficial ownership.
|
|
(2)
|
|
Includes 2,674 shares owned jointly by Mr. Drahozal and his wife; 243,086 shares owned
individually by Mr. Drahozals wife; 74,714 shares owned in accounts for the benefit of Mr.
Drahozals children; 519,863 shares owned by the McIntyre Foundation, for which Mr. Drahozals
wife serves as one of four directors; 66,898 shares owned by the J. Scott McIntyre Trust FBO
the Kaye Drahozal Family, for which Mr. Drahozal and his wife serve as co-trustees; and 10,878
stock options that are exercisable by Mr. Drahozal on or before sixty (60) days from the date
of this proxy statement. None of Mr. Drahozals shares are pledged as security.
|
|
(3)
|
|
Includes 4,472 shares held in a Company 401(k) account for Mr. Ernsts benefit; 340 shares
owned in an ESOP account for Mr. Ernsts benefit; 500 shares held individually by Mr. Ernsts
wife; and 29,868 stock options that are exercisable by Mr. Ernst on or before sixty (60) days
from the date of this proxy statement. None of Mr. Ernsts shares are pledged as security.
|
|
(4)
|
|
Includes 23,950 shares held individually by Mr. Evans; 1,674 shares held in an individual
retirement account for Mr. Evans benefit; 2,024 shares held in an IRA account for the benefit
of Mr. Evans wife; and 7,678 stock options that are exercisable by Mr. Evans on or before
sixty (60) days from the date of this proxy statement. None of Mr. Evans shares are pledged
as security.
|
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(5)
|
|
Includes 203 shares owned individually by Mr. Hanley; 5,000 shares held in an individual
retirement account for Mr. Hanleys benefit; and 10,878 stock options that are exercisable by
Mr. Hanley on or before sixty (60) days from the date of this proxy statement. None of Mr.
Hanleys shares are pledged as security.
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(6)
|
|
Includes 2,200 shares owned individually by Mr. Hultquist and 3,545 stock options that are
exercisable by Mr. Hultquist on or before sixty (60) days from the date of this proxy
statement. None of Mr. Hultquists shares are pledged as security.
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(7)
|
|
Includes 588 shares owned individually by Ms. Lyons, 1,241 shares held in an ESOP account for
Ms. Lyons benefit and 22,723 options that are exercisable by Ms. Lyons on or before sixty
(60) days from the date of this proxy statement. None of Ms. Lyons shares are pledged as
security.
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(8)
|
|
Includes 9,484 shares owned individually by Ms. Mahon; 1,000 shares held in an individual
retirement account for Ms. Mahons benefit; and 8,878 stock options that are exercisable by
Ms. Mahon on or before sixty (60) days from the date of this proxy statement. None of Ms.
Mahons shares are pledged as security.
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(9)
|
|
Includes 5,681 shares owned individually by Mr. Milligan and 10,878 options that are
exercisable by Mr. Milligan on or before sixty (60) days from the date of this proxy
statement. None of Mr. Milligans shares are pledged as security.
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(10)
|
|
Includes 1,000 shares owned individually by Mr. Noyce and 545 options that are exercisable by
Mr. Noyce on or before sixty (60) days from the date of this proxy statement. None of Mr.
Noyces shares are pledged as security.
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(11)
|
|
Includes 2,200 shares owned individually by Ms. Quass and 11,878 options that are exercisable
by Ms. Quass on or before sixty (60) days from the date of this proxy statement. None of Ms.
Quass shares are pledged as security.
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(12)
|
|
Includes 2,237 shares owned individually by Mr. Ramlo; 700 shares owned jointly by Mr. Ramlo
and his wife; 350 shares owned individually by Mr. Ramlos wife; 1,574 shares held in an ESOP
account for Mr. Ramlos benefit; and 44,204 options that are exercisable by Mr. Ramlo on or
before sixty (60) days from the date of this proxy statement. None of Mr. Ramlos shares are
pledged as security.
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(13)
|
|
Includes 22,561 shares owned jointly by Mr. Rife and his wife; 745 shares owned individually
by Mr. Rifes wife; 4,085 shares held in an individual retirement account for Mr. Rifes
benefit; 519,863 shares owned by the McIntyre Foundation, for which Mr. Rife serves as one of
four directors; and 78,045 options that are exercisable by Mr. Rife on or before sixty (60)
days from the date of this proxy statement. None of Mr. Rifes shares are pledged as security.
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(14)
|
|
Includes 288 shares held in a Company 401(k) account for Mr. Scharmers benefit; 723 shares
held in an ESOP account for Mr. Scharmers benefit; and 14,783 options that are exercisable by
Mr. Scharmer on or before sixty (60) days from the date of this proxy statement. None of Mr.
Scharmers shares are pledged as security.
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(15)
|
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Includes 200 shares held in an individual retirement account for Mr. Skogmans benefit; 670
shares held in a simplified employee pension account for Mr. Skogmans benefit; 9,630 shares
owned jointly by Mr. Skogman and his wife; 500 shares owned by Mr. Skogmans wife; 150 shares
held in an individual retirement account for the benefit of Mr. Skogmans wife; and 10,478
options that are exercisable by Mr. Skogman on or before sixty (60) days from the date of this
proxy statement. None of Mr. Skogmans shares are pledged as security.
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(16)
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|
Includes 3,373 shares owned individually by Mr. Wilkins; 1,011 shares held in a Company
401(k) account for Mr. Wilkins benefit; 226,375 shares held in the United Fire Group Employee
Stock Ownership Plan for which Mr. Wilkins serves as one of two plan trustees (only 1,652 of
these plan shares are held for Mr. Wilkins benefit); 202,058 shares held in the United Fire
Group Pension Plan for which Mr. Wilkins serves as one of two plan trustees (none of these
plan shares are held specifically for Mr. Wilkins benefit); and 25,278 options that are
exercisable by Mr. Wilkins on or before sixty (60) days from the date of this proxy statement.
Mr. Wilkins disclaims beneficial ownership of any shares owned by either the United Fire Group
Employee Stock Ownership Plan shares or the United Fire Group Pension Plan shares that are not
held specifically for his benefit. None of Mr. Wilkins shares are pledged as security.
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(17)
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|
Includes 9,893 shares owned jointly by Mr. Wilkinson and his wife and 11,878 options that are
exercisable by Mr. Wilkinson on or before sixty (60) days from the date of this proxy
statement. None of Mr. Wilkinsons shares are pledged as security.
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|
(18)
|
|
Because the 519,863 shares owned by the McIntyre Foundation are attributed to both Mr.
Drahozals and Mr. Rifes beneficial ownership total, we have deducted 519,863 shares from the
total number of shares owned by all officers and directors to eliminate double counting.
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27
VALIDITY OF SHARES
Bradley & Riley PC, Cedar Rapids, Iowa, will pass upon the validity of the shares of United
Fire Group common stock offered by this proxy statement/prospectus.
EXPERTS
The Companys Independent Registered Public Accounting Firm has audited the Companys
consolidated financial statements included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2010, and the effectiveness of the Companys internal control over financial
reporting as of December 31, 2010, as set forth in their reports, which are incorporated by
reference in this prospectus and elsewhere in the registration statement. The Companys financial
statements are incorporated by reference in reliance on such firms reports, given on their
authority as experts in accounting and auditing.
DELIVERY OF PROXY STATEMENT AND NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIALS
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements
for proxy statements and annual reports to stockholders with respect to two or more stockholders
sharing the same address by delivering a single proxy statement and annual report to stockholders
addressed to those stockholders. This process, commonly referred to as householding, provides
cost savings for companies. We and some brokers household proxy materials and annual reports to
stockholders unless contrary instructions have been received from the affected stockholders. Once
you have received notice from us, your broker, or other designated intermediary that they will be
householding materials to your address, householding will continue until you are notified otherwise
or until you revoke your consent. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate proxy statement and annual report to
stockholders, please notify your broker, or notify us by calling our transfer agent at
(800)-542-1061, or write to: Householding Department, 51 Mercedes Way, Edgewood, New York 11717,
and include your name, the name of your broker or other nominee, and your account number(s).
Stockholders who currently receive multiple copies of the proxy statement or annual report to
stockholders at their address and would like to request householding of their communications
should contact their broker or, if a stockholder is a registered holder of shares of common stock,
he or she should submit a written request to or call Householding Department, 51 Mercedes Way,
Edgewood, New York 11717, telephone number (800)-542-1061.
Upon written or oral request to us, we will provide you a copy of the proxy statement and
annual report to stockholders. If you are currently receiving multiple copies of our proxy
statement or annual report to stockholders, and you wish to receive only a single copy, you may
make that request by contacting us. Upon written or oral request, we will promptly deliver a
separate copy of the proxy statement and annual report to stockholders at a shared address to which
a single copy was delivered. To contact us, you may write to or call United Fire Group, Attn:
Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, telephone number (319) 399-5700.
Electronic
versions of this proxy statement/prospectus are available to
shareholders on our public website, www.unitedfiregroup.com by
selecting Investor Relations, then Financial
Information then Annual Report and Proxy.
ADDITIONAL INFORMATION
Registration Statement
United Fire Group, Inc. has filed a registration statement on Form S-4 to register with the
SEC the shares of common stock of United Fire Group into which each outstanding share of common
stock of the Company will be converted automatically in the Reorganization. This proxy
statement/prospectus is part of that registration statement and constitutes a prospectus of United
Fire Group in addition to being a proxy statement of the Company for the Special Meeting.
28
Documents Incorporated by Reference
The SEC allows us to incorporate by reference information into this proxy
statement/prospectus, which means that we can disclose important information to you by referring
you to another document filed separately by the Company with the SEC. The information incorporated
by reference is deemed to be part of this proxy statement/prospectus except for any information
superseded by information in this proxy statement/prospectus or in any document subsequently filed
with the SEC that is also incorporated by reference. This proxy statement/prospectus incorporates
by reference the documents set forth below, including the exhibits that these documents
specifically incorporate by reference, which the Company has previously filed with the SEC. These
documents contain important information about the Company and its financial performance.
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Annual Report on Form 10-K for the year ended December 31, 2010
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Quarterly Report on Form 10-Q for the period ended March 31, 2011
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All reports and definitive proxy or information statements filed by the Company
or United Fire Group pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this proxy statement/prospectus and before the
date of the Special Meeting.
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Following the reorganization described in this proxy statement/prospectus, United Fire Group
will become subject to the same informational requirements as the Company is prior to the
reorganization, and will file annual, quarterly and special reports, proxy statements and other
information with the SEC in accordance with the Exchange Act and the NASDAQ Global Select Market
pursuant to the Exchange Act and NASDAQ Listing Rules. The Company does not expect to be subject to
such requirements following the reorganization.
The incorporated information that is not included in or being delivered with this proxy
statement/ prospectus is available to you without charge upon your written or oral request. You can
obtain any document that is incorporated by reference in this proxy statement/prospectus, excluding
all exhibits that have not been specifically incorporated by reference, by requesting it in writing
or by telephone from us at the following address or telephone number:
United Fire & Casualty Company
118 Second Avenue SE
Cedar Rapids, Iowa 52401
Telephone: (319) 399-5700
Attn: Investor Relations
or by visiting our website at
www.unitedfiregroup.com
. Information on United Fire & Casualty
Companys website is not incorporated by reference into this proxy statement/prospectus or made a
part hereof for any purpose.
You may read and copy any of the information on file with the SEC at the SECs public
reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800- SEC-0330 for further information on the public reference room. The Companys SEC filings are
also available on the SECs web site located at
http://www.sec.gov
.
Electronic
versions of this proxy statement/prospectus are available to shareholders on our public
website,
www.unitedfiregroup.com
by selecting Investor Relations, then Financial Information
then Annual Report and Proxy.
29
ANNEX I
Agreement and Plan of Reorganization
This
Agreement and Plan of Reorganization
(the
Agreement
) entered into as
of the 25
th
day of May, 2011, by and between
United Fire & Casualty Company
, an
Iowa corporation (
UFC
),
United Fire Group, Inc
., an Iowa corporation
(
HoldingCo
) and
UFC MergeCo, Inc
., an Iowa corporation (
MergeCo
).
Recitals
A. As of the date hereof, the authorized capital stock of UFC consists of (i) 75,000,000
shares of common stock, par value $3.33⅓ per share (
UFC Common Stock
), of which
approximately 26,134,933 shares are issued and outstanding, approximately 1,025,191 shares are
reserved for issuance under UFCs Plans (as defined below) and upon exercise of outstanding UFC
Awards (as defined below) and no shares are held in treasury, and (ii) 10,000,000 shares of
preferred stock, no par value per share (
UFC Preferred Stock
), of which none is
outstanding.
B. As of the date hereof, the authorized capital stock of HoldingCo consists of (i) 75,000,000
shares of common stock, par value $0.001 per share (
HoldingCo Common Stock
), of which 100
shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, no par value
per share (
HoldingCo Preferred Stock
), of which none is outstanding.
C. As of the date hereof, all of the issued and outstanding common stock of MergeCo
(
MergeCo Common Stock
) is held by HoldingCo.
D. HoldingCo and MergeCo are newly formed entities organized for the purpose of participating
in the transactions herein contemplated.
E. The Board of Directors of each of UFC, HoldingCo and MergeCo has unanimously determined
that it is advisable and in the best interests of their respective securityholders to reorganize to
create a new holding company structure by merging UFC with MergeCo, with UFC being the surviving
entity (sometimes hereinafter referred to as the
Surviving Company
), and converting each
outstanding share of UFC Common Stock into one share of HoldingCo Common Stock, all in accordance
with the terms of this Agreement.
F. The Boards of Directors of each of HoldingCo, UFC and MergeCo and the sole shareholder of
each of HoldingCo and MergeCo have all approved this Agreement and the merger of UFC with MergeCo
upon the terms and subject to the conditions set forth in this Agreement (the
Merger
).
G. The Boards of Directors of each of UFC and MergeCo have declared advisable this Agreement
and the Merger upon the terms and subject to the conditions set forth in this Agreement, and the
Boards of Directors of each of UFC and MergeCo has unanimously determined to recommend to the
shareholders of UFC and MergeCo the adoption of this Agreement and the approval of the Merger,
subject to the terms and conditions hereof and in accordance with the provisions of the Iowa
Business Corporation Act (the
IBCA
).
H. The parties intend, by executing this Agreement, to adopt a plan of reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the
Code
),
and to cause the Merger to qualify as a reorganization under the provisions of Section 368(a) of
the Code, as well as a transaction to which Section 351(a) of the Code applies.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in
this Agreement, and intending to be legally bound hereby, UFC, HoldingCo and MergeCo hereby agree
as follows:
1.
The Merger
.
a.
The Merger
. In accordance with Section 1102 of the IBCA, and subject to and upon
the terms and conditions of this Agreement, UFC shall, at the Effective Time (as defined below), be
merged with
MergeCo, the separate corporate existence of MergeCo shall cease, and UFC shall continue as
the Surviving Company. At the Effective Time, the effect of the Merger shall be as provided in
Section 1107 of the IBCA.
b.
Effective Time
. The Merger shall become effective upon the filing of Articles of
Merger with the Secretary of State of the State of Iowa or a later date specified therein (the
Effective Time
).
c.
Organizational Documents of the Surviving Company
.
(i) From and after the Effective Time, the amended and restated articles of incorporation of
UFC, as in effect immediately prior to the Effective Time, shall continue in full force and effect
as the articles of incorporation of the Surviving Company until thereafter amended as provided
therein or by applicable law.
(ii) From and after the Effective Time, the amended and restated bylaws of UFC, as in effect
immediately prior to the Effective Time, shall continue in full force and effect as the bylaws of
the Surviving Company (the
Surviving Company Bylaws
) until thereafter amended as provided
therein or by applicable law.
d.
Directors
. The directors of UFC immediately prior to the Effective Time shall be
the initial directors of the Surviving Company and will hold office from the Effective Time until
their successors are duly elected or appointed and qualified in the manner provided in the
Surviving Company Bylaws or as otherwise provided by law.
e.
Officers
The officers of UFC immediately prior to the Effective Time shall be the
initial officers of the Surviving Company and will hold office from the Effective Time until their
successors are duly elected or appointed and qualified in the manner provided in the Surviving
Company Bylaws or as otherwise provided by law.
f.
Directors and Officers of HoldingCo
. Prior to the Effective Time, UFC in its
capacity as the sole shareholder of HoldingCo, agrees to take or cause to be taken all such actions
as are necessary to cause those persons serving as the directors and executive officers of UFC
immediately prior to the Effective Time to be elected or appointed as the directors and executive
officers of HoldingCo, each such person to have the same office(s) with HoldingCo (and the same
committee memberships in the case of directors) as he or she held with UFC, with the directors
serving in the same class that they serve with UFC to serve until the earlier of the next meeting
of the HoldingCo shareholders at which an election of directors of such class is held and until
their successors are elected or appointed (or their earlier death, disability or retirement).
g.
Additional Actions
. Subject to the terms of this Agreement, the parties hereto
shall take all such reasonable and lawful action as may be necessary or appropriate in order to
effectuate the Merger and to comply with the requirements of the IBCA. If, at any time after the
Effective Time, the Surviving Company shall consider or be advised that any deeds, bills of sale,
assignments, assurances or any other actions or things are necessary or desirable to vest, perfect
or confirm, of record or otherwise, in the Surviving Company its right, title or interest in, to or
under any of the rights, properties or assets of either of MergeCo or UFC acquired or to be
acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to
carry out this Agreement, the officers of the Surviving Company shall be authorized to execute and
deliver, in the name and on behalf of each of MergeCo and UFC, all such deeds, bills of sale,
assignments and assurances and to take and do, in the name and on behalf of each of MergeCo and UFC
or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect
or confirm any and all right, title and interest in, to and under such rights, properties or assets
in the Surviving Company or otherwise to carry out this Agreement.
h.
Conversion of Securities
. At the Effective Time, by virtue of the Merger and
without any action on the part of HoldingCo, MergeCo, UFC or the holder of any of the following
securities:
(i) Each share of UFC Common Stock issued and outstanding immediately prior to the Effective
Time (other than any shares held in treasury, if any, which shall be automatically cancelled and
retired
ANNEX I-2
without the payment of any consideration therefor) shall be converted into one duly issued,
fully paid and nonassessable share of HoldingCo Common Stock (the
Merger Consideration
).
(ii) The MergeCo common stock held by HoldingCo will automatically be converted into, and
thereafter represent, 100% of the common stock of the Surviving Company.
(iii) Each share of HoldingCo Common Stock owned by UFC immediately prior to the Merger shall
automatically be cancelled and retired and shall cease to exist.
(iv) From and after the Effective Time, holders of certificates formerly evidencing UFC Common
Stock shall cease to have any rights as shareholders of UFC, except as provided by law; provided,
however, that such holders shall have the rights set forth in Section 1(j), below.
(v) In accordance with Section 490.1302(2)(a) of the IBCA, no appraisal rights shall be
available to holders of UFC Common Stock in connection with the Merger.
i.
No Surrender of Certificates; Direct Registration of HoldingCo Common Stock
. At
the Effective Time, each outstanding share of UFC Common Stock (other than any shares of UFC Common
Stock to be cancelled in accordance with Section 1(h)(i)) shall automatically represent the same
number of shares of HoldingCo Common Stock without any further act or deed by the shareholders of
UFC or HoldingCo, and record of such ownership shall be kept in uncertificated, book entry form by
HoldingCos transfer agent. Until thereafter surrendered for transfer or exchange in the ordinary
course, each outstanding certificate that, immediately prior to the Effective Time, evidenced UFC
Common Stock shall, from and after the Effective Time, be deemed and treated for all corporate
purposes to evidence the ownership of the same number of shares of HoldingCo Common Stock.
j.
Stock Transfer Books
. At the Effective Time, the stock transfer books of UFC shall
be closed and thereafter there shall be no further registration of transfers of shares of UFC
Common Stock theretofore outstanding on the records of UFC. From and after the Effective Time, the
holders of certificates representing shares of UFC Common Stock outstanding immediately prior to
the Effective Time shall cease to have any rights with respect to such shares of UFC Common Stock
except as otherwise provided in this Agreement or by law. On or after the Effective Time, any
certificates presented to the exchange agent or HoldingCo for any reason shall solely represent the
right to receive the Merger Consideration issuable in respect of the shares of UFC Common Stock
formerly represented by such certificates without any interest thereon.
k.
Plan of Reorganization
. This Agreement is intended to constitute a plan of
reorganization within the meaning of Treasury Regulations Section 1.368-2(g). Each party hereto
shall use its commercially reasonable efforts to cause the Merger to qualify, and will not
knowingly take any actions or cause any actions to be taken which could reasonably be expected to
prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the
Code, as well as a transaction to which Section 351(a) of the Code applies.
l.
Successor Issuer
. It is the intent of the parties hereto that HoldingCo be deemed
a successor issuer of UFC in accordance with Rule 12g-3 under the Securities Exchange Act of
1934, as amended, and Rule 414 under the Securities Act of 1933, as amended. At or after the
Effective Time, HoldingCo shall file (i) an appropriate report on Form 8-K describing the Merger
and (ii) appropriate pre-effective and/or post-effective amendments, as applicable, to any
Registration Statements of UFC on Form S-8.
2.
Actions to be Taken in Connection with the Merger
.
a.
Assumption of UFC Awards
. At the Effective Time, all unexercised and unexpired
options to purchase UFC Common Stock (
UFC Options
) or shares of restricted stock
(collectively with UFC Options,
UFC Awards
) then outstanding, including those issued
under either the United Fire & Casualty Company 2005 Nonqualified Non-Employee Director Stock
Option and Restricted Stock Plan, the United Fire & Casualty Company 2008 Stock Plan or the other
rights to acquire UFC Common Stock under the United-Lafayette 401(K) Profit Sharing Plan or The
United Fire & Casualty Company Employees Stock Purchase Plan (collectively, the
UFC
Plans
), whether or not then exercisable, will be assumed by HoldingCo. Each UFC Award so
assumed by
ANNEX I-3
HoldingCo under this Agreement will continue to have, and be subject to, the same terms and
conditions as set forth in the UFC Awards and the applicable UFC Plan and any agreements thereunder
immediately prior to the Effective Time (including, without limitation, the vesting schedule
(without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and
per share exercise price), except that each UFC Award will be exercisable (or will become
exercisable in accordance with its terms) for, or shall be denominated with reference to, that
number of shares of HoldingCo Common Stock equal to the number of shares of UFC Common Stock that
were subject to such UFC Award immediately prior to the Effective Time. The conversion of any UFC
Options that are incentive stock options within the meaning of Section 422 of the Code, into
options to purchase HoldingCo Common Stock shall be made in a manner consistent with Section 424(a)
of the Code so as not to constitute a modification of such UFC Options within the meaning of
Section 424 of the Code.
b.
Assignment and Assumption of Agreements
. Effective as of the Effective Time, UFC
hereby assigns to HoldingCo, and HoldingCo hereby assumes and agrees to perform, all obligations of
UFC pursuant to the UFC Awards and the UFC Plans, each stock option agreement and restricted stock
agreement, including those entered into pursuant to UFC Plans, and each outstanding UFC Award.
c.
Reservation of Shares
. On or prior to the Effective Time, HoldingCo will reserve
sufficient shares of HoldingCo Common Stock to provide for the issuance of HoldingCo Common Stock
upon exercise of UFC Awards, including those outstanding under UFC Plans.
d.
Registration Statement; Proxy/Prospectus
. As promptly as practicable after the
execution of this Agreement, UFC shall prepare and file with the Securities and Exchange Commission
(the
SEC
) a proxy statement in preliminary form relating to the Shareholders Meeting (as
hereinafter defined) (together with any amendments thereof or supplements thereto, the
Proxy
Statement
) and HoldingCo shall prepare and file with the SEC a registration statement on Form
S-4 (together with all amendments thereto, the
Registration Statement
and the prospectus
contained in the Registration Statement together with the Proxy Statement, the
Proxy/Prospectus
), in which the Proxy Statement shall be included, in connection with the
registration under the Securities Act of 1933, as amended (the
Securities Act
) of the
shares of HoldingCo Common Stock to be issued to the shareholders of UFC as the Merger
Consideration. Each of HoldingCo and UFC shall use its reasonable best efforts to cause the
Registration Statement to become effective and the Proxy Statement to be cleared by the SEC as
promptly as practicable, and, prior to the effective date of Registration Statement, HoldingCo
shall take all actions reasonably required under any applicable federal securities laws or state
blue sky laws in connection with the issuance of shares of HoldingCo Common Stock pursuant to the
Merger. As promptly as reasonably practicable after the Registration Statement shall have become
effective and the Proxy Statement shall have been cleared by the SEC, UFC shall mail or cause to be
mailed or otherwise make available in accordance with the Securities Act and the Securities
Exchange Act of 1934, as amended (the
Exchange Act
), the Proxy/Prospectus to its
shareholders; provided, however, that the parties shall consult and cooperate with each other in
determining the appropriate time for mailing or otherwise making available to UFCs shareholders
the Proxy/Prospectus in light of the date set for the Shareholders Meeting.
e.
Meeting of UFC Shareholders
. UFC shall take all action necessary in accordance
with the IBCA and its amended and restated articles of incorporation and amended and restated
bylaws to call, hold and convene a meeting of its shareholders to consider the adoption of this
Agreement (the
Shareholders Meeting
) to be held no less than 10 nor more than 60 days
following the distribution of the definitive Proxy/Prospectus to its shareholders. UFC will use
its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of
this Agreement and approval of the Merger. UFC may adjourn or postpone the Shareholders Meeting
to the extent necessary to ensure that any necessary supplement or amendment to the
Proxy/Prospectus is provided to its shareholders in advance of any vote on this Agreement and the
Merger or, if as of the time for which the Shareholders Meeting is originally scheduled (as set
forth in the Proxy/Prospectus) there are insufficient shares of UFC Common Stock voting in favor of
the adoption of this Agreement and approval of the Merger or represented (either in person or by
proxy) to constitute a quorum necessary to conduct the business of such Shareholders Meeting.
f.
Section 16 Matters
. Prior to the Effective Time, the Board of Directors of UFC or
an appropriate committee of non-employee directors thereof (as such term is defined for purposes of
Rule 16b-3 promulgated under the Exchange Act) shall adopt a resolution consistent with the
interpretive guidance of the SEC so that the receipt by any officer or director of UFC who is a
covered person for purposes of Section 16(a) of the
ANNEX I-4
Exchange Act of shares of HoldingCo Common Stock in exchange for shares of UFC Common Stock or
UFC Options pursuant to this Agreement and the Merger is intended to be an exempt transaction
pursuant to Section 16b-3 of the Exchange Act. Prior to the Effective Time, the Board of Directors
of HoldingCo or an appropriate committee of non-employee directors (as such term is defined for
purposes of Rule 16b-3 promulgated under the Exchange Act) shall adopt a resolution consistent with
the interpretive guidance of the SEC so that the receipt by any officer or director of UFC or
HoldingCo who is a covered person for purposes of Section 16(a) of the Exchange Act of shares of
HoldingCo Common Stock or options in exchange for shares of UFC Common Stock or UFC Options
pursuant to this Agreement and the Merger is intended to be an exempt transaction for purposes of
Section 16b-3 of the Exchange Act.
3.
Conditions of Merger
. The obligations of the parties to this Agreement to
consummate the Merger and the transactions contemplated by this Agreement shall be subject to
fulfillment or waiver by the parties hereto at or prior to the Effective Time of each of the
following conditions:
a. The Registration Statement shall have been deemed or declared effective by the SEC under
the Securities Act and no stop order suspending the effectiveness of the Registration Statement
shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or,
to the knowledge of HoldingCo or UFC, threatened by the SEC and not concluded or withdrawn. No
similar proceeding with respect to the Proxy Statement shall have been initiated or, to the
knowledge of HoldingCo or UFC, threatened, by the SEC and not concluded or withdrawn.
b. This Agreement and the Merger shall have been approved by the requisite vote of the
shareholders of UFC in accordance with the IBCA and the amended and restated articles of
incorporation of UFC.
c. The HoldingCo Common Stock to be issued pursuant to the Merger shall have been approved for
listing by The NASDAQ Stock Market, LLC (the NASDAQ).
d. UFC shall have made such filings, and obtained such permits, authorizations, consents,
approvals or terminations or expirations of waiting periods required by the corporate and insurance
laws and regulations of all applicable jurisdictions.
e. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or
restraining order that is in effect shall have been enacted, entered, promulgated or enforced by
any court or governmental or regulatory authority or instrumentality that prohibits or makes
illegal the consummation of the Merger or the transactions contemplated hereby.
f. The Boards of Directors of UFC and HoldingCo shall have received the legal opinion of
Bradley & Riley PC in form and substance reasonably satisfactory to them indicating that holders of
UFC Common Stock will not recognize gain or loss for United States federal income tax purposes as a
result of the transactions contemplated by this Agreement.
4.
Covenants
.
a.
Listing of HoldingCo Common Stock
. HoldingCo will use its best efforts to obtain,
at or before the Effective Time, confirmation of listing on NASDAQ of the HoldingCo Common Stock
issuable pursuant to the Merger.
b.
UFC Awards
. UFC and HoldingCo will take or cause to be taken all actions necessary
or desirable in order to implement the assumption by HoldingCo pursuant to Section 2(b), above, of
the UFC Plans, the UFC Awards, each stock option agreement or restricted stock agreement entered
into pursuant to the UFC Plans and otherwise, and each UFC Award granted thereunder or otherwise,
all to the extent deemed appropriate by UFC and HoldingCo and permitted under applicable law.
c.
Insurance
. HoldingCo shall procure insurance or cause the execution of the
insurance policies of UFC such that, upon consummation of the Merger, HoldingCo shall have
insurance coverage that is substantially identical to the insurance coverage held by UFC
immediately prior to the Merger.
ANNEX I-5
5.
Termination and Amendment
.
a.
Termination
. This Agreement may be terminated and the Merger contemplated hereby
may be abandoned at any time prior to the Effective Time by action of the Board of Directors of UFC
if such Board of Directors should determine that for any reason the completion of the transactions
provided for herein would be inadvisable or not in the best interest of UFC or its shareholders.
In the event of such termination and abandonment, this Agreement shall become void and UFC,
HoldingCo, MergeCo, their respective shareholders, members, directors and officers shall not have
any liability with respect to such termination and abandonment.
b.
Amendment
. At any time prior to the Effective Time, this Agreement may, to the
extent permitted by the IBCA, be supplemented, amended or modified by the mutual consent of the
parties to this Agreement.
6.
Miscellaneous Provisions
.
a.
Governing Law
. This Agreement shall be governed by and construed and enforced
under the laws of the State of Iowa.
b.
Counterparts
. This Agreement may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original but all of which shall constitute one and the
same agreement.
c.
Entire Agreement
. This Agreement constitutes the entire agreement and supersedes
all other agreements and undertakings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof.
d.
Severability
. The provisions of this Agreement are severable, and in the event any
provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability
shall not in any way affect the validity or enforceability of the remaining provisions hereof.
e.
No Third-Party Beneficiaries
. Nothing contained in this Agreement is intended by
the parties hereto to expand the rights and remedies of any person or entity not party hereto
against any party hereto as compared to the rights and remedies which such person or entity would
have had against any party hereto had the parties hereto not consummated the transactions
contemplated hereby.
f.
Tax Matters
. Each of UFC and HoldingCo will comply with the recordkeeping and
information reporting requirements of the Code that are imposed as a result of the transactions
contemplated hereby, and will provide information reporting statements to holders of UFC Common
Stock at the time and in the manner prescribed by the Code and applicable Treasury Regulations.
In Witness Whereof
, UFC, HoldingCo and MergeCo have caused this Agreement to be
executed as of the date first written above by their respective officers thereunto duly authorized.
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United Fire & Casualty Company
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By:
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/s/ Randy A. Ramlo
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Randy A. Ramlo, President
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United Fire Group, Inc.
SCI FINANCIAL GROUP, INC.
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By:
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/s/ Randy A. Ramlo
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Randy A. Ramlo, President
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UFC MergeCo, Inc.
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By:
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/s/ Randy A. Ramlo
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Randy A. Ramlo, President
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ANNEX I-6
ANNEX II
Articles of Incorporation
of
United Fire Group, Inc.
Article I
Name
The name of this corporation shall be
United Fire Group, Inc.
Article II
Principal Place of Business
The principal place of business of this corporation shall be at Cedar Rapids, in the County of
Linn, State of Iowa.
Article III
Corporate Period
The corporate existence of this corporation begins when the Articles of Incorporation are
filed with the Secretary of State. It shall have perpetual existence from said date unless and
until dissolved by the vote of at least sixty percent (60%) of the voting stock of the corporation
then issued and outstanding and entitled to vote at any annual meeting of the shareholders or at
any special meeting called for that purpose.
Article IV
Objects, Purposes, and General
Nature of Business
The purposes and objectives for which the corporation is organized are the transaction of any
and all lawful business for which corporations may be organized under the Iowa Business Corporation
Act (Chapter 490, Code of Iowa 2011, and successor statutory provisions) (the Act).
Article V
Capital Stock
Section 1. Authorized Capital Stock.
a. Classes. The authorized capital stock of this corporation is 75,000,000 shares of common
stock (Common Stock) having a par value of $.001 per share and 10,000,000 shares of serial
preferred stock, having no par value per share (Preferred Stock).
b. Preferred Stock. The Board of Directors of this corporation is authorized, subject to
limitations prescribed by the Act and the provisions of the Articles of Incorporation of this
corporation, by resolution or resolutions, from time to time and by filing articles of amendment
with the Secretary of State of the State of Iowa in accordance with the applicable provisions of
the Act, to provide for the issuance of the shares of Preferred Stock. The Preferred Stock may be
divided into and issued in one or more series. The Board of Directors is hereby vested with the
authority from time to time to establish and designate such series and, within the limitations
prescribed by law, to fix and determine the designations, powers, preferences, and relative,
participating, optional or other special rights, and qualifications, limitations and restrictions
of any series so established.
Section 2. Preemptive Rights Denied. No holder of Common Stock shall be entitled as such, as
a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of
any class whatsoever, whether now or hereafter authorized and whether issued for cash or other
consideration.
Section 3. Voting Rights. Each share of Common Stock shall entitle the holder thereof to one
vote upon all matters as to which a vote of the shareholders is to be taken at any annual or
special meeting of shareholders.
Section 4. Dividends. The Board of Directors may declare dividends upon the capital stock of
the corporation, subject to the applicable provisions, if any, of the Act and these Articles of
Incorporation. The corporation may pay dividends in cash, in property, or in shares of the capital
stock, subject to the provisions of the Act and these Articles of Incorporation.
Section 5. Quorum. A majority of the issued and outstanding Common Stock represented in
person or by written proxy shall constitute a quorum for the transaction of business.
Section 6. Transfer of Stock. All shares of stock shall be transferable but only by
assignment in writing, and such assignment shall not be complete as against the corporation until
entered upon the records of the corporation.
Article VI
Shareholders Meetings
Section 1. Shareholders Meetings.
a. Annual Meetings. The annual meeting of the shareholders shall be held on the third
Wednesday in the month of May in each year unless such day shall be a legal holiday, in which case
said meeting shall be held on the day following.
b. Special Meetings. The Chairman or Board of Directors may call a special meeting of the
shareholders at any time upon giving notice as provided in the Bylaws. Special meetings shall be
called by the Chairman upon the written request of shareholders representing at least thirty
percent (30%) of the total voting stock of the corporation then issued and outstanding, in
accordance with the Bylaws of the corporation. In the event of the Chairmans failure or refusal
to issue a call upon such request, the shareholders representing at least thirty percent (30%) of
the voting stock of the corporation then issued and outstanding may join in issuing a call to
shareholders for a special meeting.
c. Call and Notice of Annual and Special Meetings. All calls or requests for annual or
special shareholders meetings shall be in writing, shall state what business is to be presented at
the meeting, and shall be made by the President of the corporation or by the owners of at least
thirty percent (30%) of the total voting stock of the corporation then issued and outstanding, in
accordance with the Bylaws of the Corporation. Business transacted at any annual or special
meeting of shareholders shall be limited to the purposes stated in the notice.
Section 2. Place of Meetings. All meetings of the shareholders shall be held at the office
of the corporation in Cedar Rapids, Iowa.
Article VII
Board Of Directors and Officers
Section 1. Election and Composition of Board of Directors.
a. Size of Board of Directors; Election of Directors. The number of directors that shall
constitute the whole board shall be not less than nine (9) nor more than fifteen (15). Within the
specified limits, the number of directors shall be determined by the shareholders at the annual
meeting or by resolution of the board of directors. Except as provided by Section 1(d) of this
Article, the directors shall be elected at the annual meeting of the shareholders or at any special
meeting called for the purpose of electing directors, and, except as provided in the Bylaws, each
director elected shall hold office until his or her successor is elected and qualified or his or
her earlier death, resignation, or removal.
b. Classes of Directors. The Board of Directors shall be divided into classes of directors
to be designated Class A Directors, Class B Directors and Class C Directors respectively, each
class consisting of one-
ANNEX II-2
third (as nearly as possible but in no event may any one class have greater than one more
director than any other class) of the total number of directors. At the first election to be held
immediately following the adoption of these Articles and their becoming effective, four (4) Class A
Directors shall be elected for a term of three (3) years, four (4) Class B Directors for a term of
two (2) years, and four (4) Class C Directors for a term of one (1) year. In nominating directors
for election at such first election, the nominees shall be designated as to class. At each annual
meeting of shareholders, the successors to the class of directors whose term shall then expire
shall be elected to hold office for a term expiring at the third succeeding annual meeting.
c. Number Fixed by Board of Directors. The number of directors shall initially be twelve
(12). Thereafter, subject to the right of the shareholders to fix the number of directors at a
meeting called for the purpose of electing directors, the Board of Directors may, within the range
provided in Section 1.a of this Article, change the number of directors constituting the Board of
Directors by resolution at any time, provided, however, the Board of Directors shall not increase
the size of the Board of Directors by more than one (1) director in any year.
d. Vacancies. Vacancies in the Board of Directors occurring between annual meetings may be
filled by the Board of Directors for the remainder of the unexpired term of the director whose
office is vacated. Vacancies in the Board of Directors, whether arising through death, resignation
or removal of a director, or newly created directorships resulting from any increase in the
authorized number of directors, shall be filled by the vote of a majority of the directors then in
office, or by the vote of a sole remaining director, and the directors so chosen shall hold office
for the unexpired portion of the term of the directors replaced or, in the case of a newly created
directorship, the directors so chosen shall be assigned to that class of directors the terms of
which expires at the next annual meeting of the shareholders.
e. Proportionate Representation. The holder or holders, jointly or severally, of not less
than one-fifth but less than a majority of the shares of the Common Stock then issued and
outstanding shall be entitled to nominate directors for election at the annual meeting of
shareholders. If such nomination is made there shall be elected, to the extent that the total
number to be elected by the holders of Common Stock is divisible, such proportionate number from
the persons so nominated as the shares of Common Stock held by persons making such nominations bear
to the whole number of shares then issued and outstanding; provided, such holder or holders of the
minority shares of Common Stock shall only be entitled to one-fifth (disregarding fractions) of the
total number of directors to be elected for each one-fifth of the entire Common Stock of this
corporation so held by them; and provided further that this Section 1.e shall not be construed to
prevent the holders of a majority of the Common Stock of the corporation from electing the majority
of the directors to be elected by the holders of Common Stock. Shareholders nominating directors
pursuant to this Section 1.e shall comply with the provisions of the Bylaws governing nomination of
directors.
Section 2. Term of Office of Members of Board of Directors. Directors elected by the
shareholders or directors appointed to fill a vacancy shall serve until their successors have been
elected and qualify.
Section 3. Officers. The Board of Directors shall meet annually immediately following the
annual meeting of the shareholders to elect officers. The Board of Directors shall elect officers
of the corporation and such other officials, including an Executive Committee, as may be provided
by the Bylaws of the corporation. Any person may hold one or more offices at the same time.
Section 4. Directors Qualification. Every director shall be a shareholder.
Section 5. Special Powers of Board of Directors. The Board of Directors may adopt, alter or
repeal the Bylaws of the corporation and may generally do any act or thing deemed necessary for the
conduct and management of the business of the corporation, subject only to the limitations imposed
by law or by these Articles of Incorporation, including, without being limited thereto, the power
to qualify the corporation for the transaction of business anywhere in the United States and Canada
if it shall conclude that it is to the best interests of the corporation to do so, and shall be
authorized to take whatever action may be necessary in the premises, and in the event an Executive
Committee is elected, the Board of Directors may vest the Executive Committee with the right to
exercise any or all of the powers of directors when the said Board of Directors is not in session,
excepting the power to adopt, amend or alter Bylaws or fill vacancies on the Board of Directors or
officers.
ANNEX II-3
Section 6. Quorum of Board of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business.
Section 7. General Powers of Officers. The officers elected by the Board of Directors shall
have such power, perform such duties and shall be entitled to such compensation as may be
prescribed by the Board of Directors, and the Board of Directors shall have the right to remove any
officer with or without cause and to fill vacancies in office by a majority vote at a directors
meeting.
Section 8. Personal Liability Directors. A director of the corporation shall not be
personally liable to the corporation or its shareholders for monetary damages for any action taken,
or any failure to take any action, as a director, except liability for any of the following: (1)
the amount of a financial benefit received by a director to which the director is not entitled; (2)
an intentional infliction of harm on the corporation or the shareholders; (3) a violation of
section 490.833 of the Act; or (4) an intentional violation of criminal law. If the Act is
hereafter amended to authorize the further elimination or limitation of the personal liability of
directors, then, automatically and without any further action, the liability of a director of the
corporation, in addition to the limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the Iowa Business Corporation Act, as so
amended.
Section 9. Indemnification of Directors. The corporation shall indemnify a director for
liability, as defined in section 490.850(5) of the Act, to any person for any action taken, or any
failure to take any action, as a director, except liability for any of the following: (1) receipt
of a financial benefit to which the person is not entitled; (2) an intentional infliction of harm
on the corporation or its shareholders; (3) a violation of section 490.833 of the Act; or (4) an
intentional violation of criminal law. Without limiting the foregoing, the corporation shall
exercise all of its permissive powers as often as necessary to indemnify and advance expenses to
its directors to the fullest extent permitted by law.
Section 10. Effect of Repeal or Amendment of Sections 9 and 10 of Article VII. Any repeal or
amendment of Section 9 or Section 10 by the shareholders of the corporation shall not adversely
affect any right of a director or former director of the corporation arising at any time with
respect to events occurring prior to such repeal or amendment.
Section 11. Amendments Changing Section 1 of Article VII. Any amendment changing any of the
provisions of Section 1 of Article VII shall require the affirmative vote of at least sixty percent
(60%) of the voting stock of the corporation then issued and outstanding.
Article VIII
Corporate Seal
This corporation shall have a corporate seal upon which shall be inscribed UNITED FIRE GROUP,
INC.
Article IX
Merger, Consolidation Or Sale Of All Assets
In addition to any other provisions of Iowa law, the affirmative vote of at least sixty
percent (60%) of all outstanding voting stock of this corporation shall be required to approve any
plan of merger, consolidation, or sale or exchange of all or substantially all of the assets of
this corporation. If any shares of this corporation are held by or for any corporation with which
this corporation is to be merged or consolidated or to which the assets are to be sold or
exchanged, or by any person, firm, or corporation in control of or controlled by any such
corporation, then the favorable vote of at least sixty percent (60%) of all other shares of voting
stock of this corporation shall be required to approve such plan.
Article X
Registered Office and Initial Registered Agent
The registered office of the corporation is 118 Second Ave. SE, Cedar Rapids, IA 52401 and
its initial registered agent at that address is Neal R. Scharmer.
ANNEX II-4
Article XI
Name and Address of Incorporator
The incorporator is Randy A. Ramlo and his address is 118 Second Ave. SE, Cedar Rapids, IA
52401.
Article XII
Amendments
Except as otherwise provided herein or by law these Articles of Incorporation may be amended
at any annual meeting of the shareholders or special meeting of shareholders called for that
purpose by a vote of at least sixty percent (60%) of all outstanding voting stock of this
corporation.
Dated this 18th day of May, 2011
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/S/
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RANDY A. RAMLO, Incorporator
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ANNEX II-5
ANNEX III
BYLAWS
UNITED FIRE GROUP, INC.
ARTICLE I
SHAREHOLDERS
Section 1. ANNUAL MEETING
The annual meeting of the shareholders of United Fire Group, Inc. (the
Corporation
),
for the election of directors and for the transaction of such other business as shall be permitted
by these Bylaws, shall be held on the third Wednesday in the month of May of each year, provided
the Board of Directors of the Corporation may fix some other date that is within thirty (30) days
before or after said date. If the day designated above or fixed by the Board of Directors is a
legal holiday, the meeting shall be held on the following business day. The hour of the meeting
shall be fixed by the Chairman of the Board of Directors (the
Chairman
). All meetings
shall be held at the office of the Corporation in Cedar Rapids, Iowa.
Section 2. QUORUM
At any meeting of the shareholders of the Corporation a majority of the common stock
outstanding, represented in person or by written proxy, shall constitute a quorum for the
transaction of business.
Section 3. ADJOURNMENT
If less than a quorum is in attendance at any meeting, the meeting may be adjourned by a
majority in interest of the shareholders present, in person or by proxy, from time to time without
further notice other than by announcement at the meeting, until the holders of the amount of stock
necessary to constitute a quorum attend.
Section 4. VOTING
Each shareholder shall be entitled to one vote for each share of stock registered in the
shareholders name at any annual or special meeting of the shareholders of the Corporation upon all
matters of business, including the election of directors, which vote may be exercised in person or
by written proxy for each share of stock held by such shareholder. All proxies shall be filed with
the Transfer Agent at least two days prior to the meeting for which said proxy is given.
Directors shall be elected by the vote of the holders of shares entitling them to exercise a
majority of the voting power of the shareholders present in person or by proxy and entitled to
vote; provided, however, directors shall be elected by a plurality of the votes cast at any meeting
at which a quorum is present and for which (i) one or more nominations of persons for election to
the Board of Directors has been properly received pursuant to the procedures set forth in Article
I, Section 6, Section 8 and Section 9 and (ii) such nomination or nominations have not been
withdrawn, so that, on the tenth (10th) day before the Corporation first mails its notice for such
meeting to the shareholders, the number of nominees for director is greater than the number of
directors to be elected. An election by plurality vote means that the nominees receiving the
greatest number of votes cast shall be elected.
Section 5. SPECIAL MEETINGS
The Chairman or Board of Directors may call a special meeting of the shareholders at any time
upon giving notice as provided in Article I, Section 7. Special meetings of the shareholders shall
be called by the Chairman at any time upon the written request of shareholders representing thirty
percent (30%) of the total voting stock outstanding (such request being referred to as a
Demand
) and, in the event of the failure or refusal of the
ANNEX III-1
Chairman to issue a call upon such Demand, the shareholders representing thirty percent (30%) of
the total voting stock outstanding may join in issuing a call to the shareholders for a special
meeting.
Section 6. NOMINATIONS AND BUSINESS AT ANNUAL AND SPECIAL MEETINGS
Nominations of persons for election to the Board of Directors and the proposal of business to
be considered by the shareholders at an annual or special meeting of shareholders may be made only:
(a) by or at the direction of the Board of Directors, including by any committee or person(s)
appointed by the Board of Directors;
(b) in the case of an annual meeting, by any shareholder or shareholders nominating directors
pursuant to Section 1.e of Article VII of the Articles of Incorporation or by any shareholder
entitled to vote at the meeting, provided such shareholder or shareholders comply with the
procedures set forth in Article I, Section 8 and Section 9; or
(c) in the case of a special meeting:
(i) called pursuant to a Demand for a special meeting delivered in accordance with Article I,
Section 5, as specified in such Demand by the shareholder(s) making such Demand who shall have
complied with the notice procedures set forth in Article I, Section 8 and by the Board of
Directors; or
(ii) called by the Corporation other than pursuant to a Demand, if directors are to be elected
pursuant to the Corporations notice of meeting delivered pursuant to Article I, Section 7, then
nominations of persons who have complied with the provisions of Article I, Section 9 for election
to the Board of Directors may be made by any shareholder entitled to vote at the meeting who
complies with the notice procedures set forth in Article I, Section 8. Any such shareholder may
nominate such number of persons for election to the Board of Directors as is less than or equal to
the number of position(s) as are specified in the Corporations notice of meeting.
Clauses (b) and (c) of this Section 6 shall be the exclusive means for a shareholder to make
nominations of persons for election to the Board of Directors or submit other business before a
meeting of shareholders. The notice procedures set forth in Article I, Section 8 shall be deemed
satisfied by a shareholder who seeks to have the shareholders proposal included in the
Corporations proxy statement and identified as a proposal in the Corporations form of proxy
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the
Exchange Act
) if
such shareholder complies with the provisions of that Rule.
Section 7. NOTICE OF MEETINGS
Written notice or electronic notice in accordance with Article VI, Section 3 of the time and
place of the meeting and, in the case of a special meeting, the purpose or purposes for which the
special meeting is called, shall be delivered personally, mailed, or electronically transmitted
pursuant to Article VI, Section 3 not less than ten (10) days nor more than sixty (60) days before
the date of the meeting to each shareholder of record entitled to vote, at the address appearing
upon the stock transfer books of the Corporation or to the electronic address of each shareholder
as communicated by such shareholder to the Corporation pursuant to Article VI, Section 3. Business
transacted at any annual or special meeting of shareholders shall be limited to the purposes stated
in the notice.
Section 8. NOTICE OF SHAREHOLDER BUSINESS TO BE CONDUCTED AT A MEETING OF
SHAREHOLDERS
In order for a shareholder to properly bring any nomination of a person for election to the
Board of Directors or other item of business before a meeting of shareholders, such shareholder
(the
Noticing Shareholder
) must give timely notice thereof in proper written form to the
Chairman, and, in the case of business other than nominations, such other business must otherwise
be a proper matter for shareholder action. This Section 8 shall constitute an advance notice
provision for purposes of Rule 14a-4(c)(1), promulgated under the Exchange Act.
ANNEX III-2
(a) To be timely, a Noticing Shareholders notice (which, in the case of a shareholder making
a Demand for a special meeting, shall be the Noticing Shareholders Demand) shall be delivered to
the Chairman at the principal executive offices of the Corporation:
(i) as to an annual meeting, not earlier than the close of business on the 150th day and not
later than the close of business on the 120th day prior to the first anniversary of the preceding
years annual meeting; provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the close of business on the 150th
day prior to the date of such annual meeting and not later than the close of business on the later
of the 120th day prior to the date of such annual meeting or, if the first public announcement (as
defined below) of the date of such annual meeting is less than 100 days prior to the date of such
annual meeting, the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation;
(ii) as to a special meeting called pursuant to a Demand and pursuant to Article I, Section 5,
not later than the close of business on the date of delivery of the first shareholder demand in
compliance with any requirement of Chapter 490, Code of Iowa 2011, and successor statutory
provisions (the Act); or
(iii) as to a special meeting called by the Corporation other than pursuant to a Demand, at
which directors are to be elected pursuant to the Corporations notice of meeting delivered
pursuant to Article I, Section 7, not later than the earlier of the 10th day following the mailing
of definitive proxy materials with respect to the meeting or the day on which public announcement
of the date of such meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting is first made by the Corporation. In no event shall any adjournment or postponement
of an annual or special meeting, or the public announcement thereof, commence a new time period for
the giving of a shareholders notice as described above.
(b) To be in proper form, a Noticing Shareholders notice to the Chairman (which, in the case
of a shareholder making a Demand for a special meeting, shall be the Noticing Shareholders Demand)
must:
(i) set forth and include the following information and/or documents, as applicable:
(A) the name and address of such Noticing Shareholder(s), as they appear on the Corporations
books, and the name and address of each Beneficial Owner (as defined below);
(B) representations that, as of the date of delivery of such notice, such Noticing
Shareholder(s) is a holder of record of shares of the Corporation and is entitled to vote at such
meeting and intends to appear in person or by proxy at such meeting to propose such nomination or
business;
(C) (1) the name of each individual, firm, corporation, limited liability company,
partnership, trust or other entity (including any successor thereto, a
Person
) with whom
the Noticing Shareholder(s), Beneficial Owner, Shareholder Nominee (as defined below), and their
respective Affiliates and Associates (as defined under Regulation 12B under the Exchange Act or any
successor provision thereto) (each of the foregoing, a
Shareholder Group Member
) and each
other Person with whom such Shareholder Group Member is acting in concert with respect to the
Corporation (each Person described in this clause (1), including each Shareholder Group Member, a
Covered Person
) has any agreement, arrangement or understanding (whether written or oral)
for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such
Person in response to a public proxy solicitation made generally by such Person to all holders of
shares of the Corporation entitled to vote at the meeting (collectively,
Voting Stock
))
or disposing of any Voting Stock or to cooperate in obtaining, changing or influencing the control
of the Corporation (except independent financial, legal and other advisors acting in the ordinary
course of their respective businesses), and a description of each such agreement, arrangement or
understanding (whether written or oral), (2) a list of the class and number of shares of Voting
Stock that are Beneficially Owned or owned of record by each Covered Person, together with
documentary evidence of such record or Beneficial Ownership, (3) a list of (A) all of the
derivative securities (as defined under Rule 16a-1 under the Exchange Act) and other derivatives or
similar agreements or arrangements with an exercise or conversion privilege or a periodic or
settlement payment or payments or mechanism at a price or in an amount or amounts related to any
security of the Corporation or with a value derived or calculated in whole or in part from the
value of any security of the Corporation, in each case, directly or indirectly owned of record or
Beneficially Owned
ANNEX III-3
by any Covered Person and (B) each other direct or indirect opportunity of any Covered Person
to profit or share in any profit derived from any increase or decrease in the value of any security
of the Corporation, in each case, regardless of whether (x) such interest conveys any voting rights
in such security to such Covered Person, (y) such interest is required to be, or is capable of
being, settled through delivery of such security or (z) such Person may have entered into other
transactions that hedge the economic effect of such interest (any such interest described in this
clause (3) being a
Derivative Interest
), (4) a description of each agreement, arrangement
or understanding (whether written or oral) with the effect or intent of increasing or decreasing
the voting power of, or that contemplates any Person voting together with, any Covered Person with
respect to any Voting Stock, Shareholder Nominee or other proposal (
Voting Arrangements
),
(5) details of all other material interests of each Covered Person in such nomination or proposal
or capital stock of the Corporation (including any rights to dividends or performance related fees
based on any increase or decrease in the value of such capital stock or Derivative Interests)
(collectively,
Other Interests
), (6) a description of all economic terms of all such
Derivative Interests, Voting Arrangements and Other Interests and copies of all agreements and
other documents (including but not limited to master agreements, confirmations and all ancillary
documents and the names and details of the counterparties to, and brokers involved in, all such
transactions) relating to each such Derivative Interest, Voting Arrangement and Other Interests,
(7) a list of all transactions by each Covered Person involving any Voting Stock or any Derivative
Interests, Voting Arrangements or Other Interests within 6 months prior to the date of the notice
and (8) a representation whether any Covered Person intends or is part of a group which intends (a)
to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the
Corporations outstanding capital stock required to approve or adopt the proposal or elect any
Shareholder Nominee and/or (b) otherwise to solicit or participate in the solicitation of proxies
from shareholders of the Corporation in support of such nomination or proposal. A notice delivered
by or on behalf of any Noticing Shareholder under this Section 8(b) shall be deemed to be not in
compliance with this Section 8(b) and not effective if (x) such notice does not include all of the
information and documents required under this Section 8(b) after delivery of such notice, any
information or document required to be included in such notice changes or is amended, modified or
supplemented, as applicable, prior to the date of the relevant meeting and such information and/or
document is not delivered to the Corporation by way of a further written notice as promptly as
practicable following the event causing such change in information or amendment, modification or
supplement, as applicable, and in any case where such event occurs within 45 days of the date of
the relevant meeting, within five business days after such event; provided, however, that the Board
of Directors shall have the authority to waive any such non-compliance if the Board of Directors
determines that such action is appropriate in the exercise of its fiduciary duties;
(ii) if the notice relates to any business other than a nomination of a director or directors
that the shareholder proposes to bring before the meeting, such notice must also set forth:
(A) a brief description of the business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material interest of such Noticing Shareholder
in such business;
(B) the text of the proposal (including the text of any resolutions proposed for consideration
and, in the event that such business includes a proposal to amend these Bylaws, the text of the
proposed amendment); and
(C) the reasons for conducting such business at the meeting;
(iii) if the notice relates to the nomination of a director or directors, such notice must
also set forth, as to each person whom the Noticing Shareholder proposes to nominate for election
or reelection to the Board of Directors (a
Shareholder Nominee
):
(A) all information relating to such Shareholder Nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors in a contested election pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder (including such persons
written consent to being named in the proxy statement as a nominee and to serving as a director if
elected); and
(B) a description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three years, and any other material
relationships,
ANNEX III-4
between or among, any Covered Person, on the one hand, and each proposed Shareholder Nominee,
on the other hand, including, without limitation all information that would be required to be
disclosed pursuant to Rule 404 promulgated under Regulation S-K if any Covered Person, were the
registrant for purposes of such rule and the nominee were a director or executive officer of such
registrant; and
(iv) with respect to each Shareholder Nominee, the notice must also include a completed and
signed questionnaire, representation and agreement required by Article I Section 9.
The Corporation may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such proposed nominee to
serve as an independent director of the Corporation or that could be material to a reasonable
shareholders understanding of the independence, or lack thereof, of such nominee.
(c) Notwithstanding anything in Article I, Section 8(a)(i) to the contrary, in the event that
the number of directors to be elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 100 days prior to the first anniversary of the preceding
years annual meeting, a Noticing Shareholders notice required by this bylaw shall also be
considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Chairman at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation and such notice otherwise complies with the
requirements of this Section 8.
(d) Only such persons who are nominated in accordance with the procedures set forth in this
bylaw shall be eligible to be elected as directors at a meeting of shareholders and only such
business shall be conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this bylaw. Except as otherwise provided by
law, the Articles of Incorporation or these Bylaws, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the procedures set forth in
this bylaw and, if any proposed nomination or business is not in compliance with this bylaw, to
declare that such defective proposal or nomination shall be disregarded. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of meetings of shareholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and regulations as
adopted by the Board of Directors, the chairman of the meeting shall have the right and authority
to convene and adjourn the meeting, to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of the chairman of the meeting, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii) limitations on attendance
at or participation in the meeting to shareholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the Board of Directors or the chairman
of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure. Notwithstanding the foregoing provisions of this Section 8, unless
otherwise required by applicable law, if the Noticing Shareholder (or a qualified representative of
the Noticing Shareholder) does not appear at the annual or special meeting of shareholders to
present a nomination or proposed business previously put forward by or on behalf of such Noticing
Shareholder or, immediately prior to the commencement of such meeting, such Noticing Shareholder
does not provide a written certification to the Corporation on and as of the date of the applicable
meeting that such Noticing Shareholder and each Covered Person, if any, is then in compliance with
this Section 8, then such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been received by the
Corporation. For purposes of this Section 8, to be considered a qualified representative of the
Noticing Shareholder, a person must be a duly authorized officer, manager or partner of such
Noticing Shareholder or must be authorized by a writing executed by such Noticing Shareholder and
each Covered Person, if any, or an electronic transmission delivered by such Noticing Shareholder
and each Covered Person, if any, to act for such Noticing Shareholder and each Covered Person, if
any, as proxy at the meeting of shareholders and to provide such certification on behalf of the
Noticing Shareholder and each Person required pursuant to this Section 8 and such
ANNEX III-5
Person must produce such writing or electronic transmission, or a reliable reproduction of the
writing or electronic transmission, at the meeting of shareholders. Nothing in this bylaw shall be
deemed to affect any rights of (a) shareholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) holders of any
series of Preferred Stock to elect directors pursuant to any applicable provisions of the Articles
of Incorporation.
(e) For purposes of this bylaw, a Person shall be deemed the
Beneficial Owner
of,
shall be deemed to
Beneficially Own
and shall be deemed to have
Beneficial
Ownership
of, any Voting Stock (i) that such Person or any of such Persons Affiliates or
Associates (as defined under Regulation 12B under the Exchange Act or any successor provision
thereto) is deemed to beneficially own within the meaning of Section 13(d) of, and Regulation 13D
under, the Exchange Act or any successor provision thereto, or (ii) that is the subject of, or the
reference security for or that underlies any Derivative Interest of such Person or any of such
Persons Affiliates or Associates (as defined under Regulation 12B under the Exchange Act or any
successor provision thereto), with the number of shares of Voting Stock deemed Beneficially Owned
being the notional or other number of shares of Voting Stock specified in the documentation
evidencing the Derivative Interest as being subject to be acquired upon the exercise or settlement
of the Derivative Interest or as the basis upon which the value or settlement amount of such
Derivative Interest is to be calculated in whole or in part or, if no such number of shares of
Voting Stock is specified in such documentation, as determined by the Board of Directors in good
faith to be the number of shares of Voting Stock to which the Derivative Interest relates. When two
or more Persons act as a partnership, limited partnership, syndicate, or other group, or otherwise
act in concert, in each case, for the purpose of acquiring, holding, or disposing of securities of
the Corporation or for the purpose of proposing one or more Shareholder Nominees, putting forward
any other proposal for consideration or voting together on any matter presented at a shareholder
meeting, such syndicate or group shall be deemed a
Person
for the purpose of this
definition. In addition, any Person who, directly or indirectly, creates or uses a trust, proxy,
power of attorney, pooling arrangement or any contract, arrangement, or device with the purpose or
effect of divesting such Person of Beneficial Ownership of any Voting Stock or preventing the
vesting of such Beneficial Ownership as part of a plan or scheme to evade the reporting
requirements of this Section 8 shall be deemed for the purposes of this bylaw to be the Beneficial
Owner of such Voting Stock.
(f) For purposes of this bylaw, public announcement shall mean disclosure in a press release
reported by a national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the
rules and regulations promulgated thereunder.
(g) Notwithstanding the foregoing provisions of this bylaw, a Noticing Shareholder shall also
comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this bylaw; provided, however, that any
references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended
to and shall not limit the requirements applicable to nominations or proposals as to any other
business to be considered pursuant to this Section 8.
Section 9. SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT
To be eligible to be a nominee for election or reelection as a director of the Corporation
pursuant to a nomination of a Noticing Shareholder, a person must deliver (in accordance with the
time periods prescribed for delivery of notice under Article I, Section 8 of these Bylaws) to the
Chairman at the principal executive offices of the Corporation a written questionnaire (i) that
provides the background of and establishes that such person meets the qualification of a person to
serve as a director, as set forth in policies adopted by the Board of Directors, and (ii) setting
forth the background of any other person or entity on whose behalf the nomination is being made
(which questionnaire shall be provided by the Secretary upon written request) and a written
representation and agreement (in the form provided by the Secretary upon written request) that such
person:
(a) is not and will not become a party to:
(i) any agreement, arrangement or understanding (whether written or oral) with, and has not
given any commitment or assurance to, any person or entity as to how such person, if elected as a
director of the
ANNEX III-6
Corporation, will act or vote on any issue or question (a
Voting Commitment
) that
has not been disclosed in writing to the Corporation, or
(ii) any Voting Commitment that could limit or interfere with such persons ability to comply,
if elected as a director of the Corporation, with such persons fiduciary duties under applicable
law,
(b) is not and will not become a party to any agreement, arrangement or understanding (whether
written or oral) with any person or entity other than the Corporation with respect to any direct or
indirect compensation, reimbursement or indemnification in connection with service or action as a
director that has not been disclosed in writing to the Corporation, and
(c) in such persons individual capacity and on behalf of any person or entity on whose behalf
the nomination is being made, would be in compliance, if elected as a director of the Corporation,
and will comply with all applicable publicly disclosed corporate governance, conflict of interest,
confidentiality and stock ownership and trading policies and guidelines of the Corporation.
Section 10. BUSINESS
Unless otherwise determined by the Board of Directors prior to the meeting, the chairman of
the meeting shall determine in his or her sole discretion the order of business of each shareholder
meeting and the rules of procedure thereof, and shall have the authority to regulate the conduct of
any such meeting as he or she deems appropriate. Notwithstanding the foregoing, the order of
business fixed by the chairman of the meeting may be changed by the vote of the holders of shares
entitling them to exercise a majority of the voting power of the shareholders present in person or
by proxy and entitled to vote. Items of business shall not be considered and persons shall not be
nominated for election to the Board of Directors unless set forth in the notice of meeting
delivered pursuant to Article I, Section 7.
Section 11. CLOSING TRANSFER BOOKS RECORD DATE
For the purpose of determining the shareholders entitled to notice of, or to vote at, any
meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any
dividends, or in order to make a determination of the shareholders of the Corporation for any other
purpose, the Board of Directors may provide that the stock transfer books shall be closed for a
stated period, not exceeding sixty (60) days. If the stock transfer books shall be closed for such
purpose, such books shall be closed for at least ten (10) days immediately preceding such meeting.
For the purpose of determining the shareholders entitled to notice of, or to vote at, any
meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any
dividends, or in order to make a determination of the shareholders of the Corporation for any other
purpose, the Board of Directors may, in lieu of the closing of the stock transfer books, fix the
record date for any such determination of shareholders, which record date shall be, in any case,
not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10)
days prior to the date upon which the particular action requiring such determination of
shareholders is to be taken. If the stock record books are not closed and no record date is fixed,
the record date shall be the date ten (10) days after the mailing of the notice of the shareholders
meeting or after the declaration of the dividend, as the case may be. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such
determination shall apply to any adjournment thereof.
ARTICLE II
DIRECTORS
Section 1. NUMBER AND CLASSES
The number of directors that shall constitute the whole board shall be not less than nine (9)
nor more than fifteen (15). Within the specified limits, the number of directors shall be
determined the shareholders at the annual meeting or by resolution of the board of directors.
Subject to Article II, Section 5, the directors shall be elected at
ANNEX III-7
the annual meeting of the shareholders or at any special meeting called for the purpose of
electing directors, and, except as provided in Article II, Section 5, each director elected shall
hold office until his or her successor is elected and qualified or his or her earlier death,
resignation, or removal. The Board of Directors shall be divided into classes to be designated
Class A, Class B and Class C, respectively. After the first election by classes, each class shall
be elected for a term of three years. Only the class whose term expired in the year of election
shall be elected at the shareholders meeting of that year unless the Board of Directors shall
otherwise provide.
Section 2. CHAIRMAN AND VICE CHAIRMAN
The Board of Directors shall elect a director to serve as Chairman and a director to serve as
Vice Chairman. The Chairman and Vice Chairman shall serve at the pleasure of the Board of
Directors and be subject to removal by the Board of Directors. The Chairman and the Vice Chairman
shall have such powers, perform such duties, and be entitled to such compensation as may be
prescribed and authorized by the Board of Directors. The Chairman shall preside at all meetings of
the shareholders and the Board of Directors. The Vice Chairman, in the absence of the Chairman,
shall preside at all meetings of the directors and all meetings of the shareholders.
Section 3. MEETINGS AND NOTICE
The Board of Directors shall hold a regular meeting at the office of the Corporation, in the
City of Cedar Rapids, Iowa, on the third Wednesday in the month of May of each year, unless such
day be a legal holiday, in which case the meeting shall be held on the day following, immediately
following the annual meeting of the shareholders. Regular meetings of the directors may be held
without notice at such places and times as shall be determined from time to time by resolution of
the directors.
Special meetings of the Board of Directors shall be held at the call of the Chairman, the Vice
Chairman, the President in the absence of the Chairman and Vice Chairman, or the Secretary on the
written request of any two (2) directors (a) by giving at least two (2) days written notice thereof
by ordinary mail to the last known address of each director or (b) by giving notice by telephone,
facsimile or other electronic transmission not less than twenty-four (24) hours before the meeting.
Section 4. QUORUM
A majority of the directors shall constitute a quorum at any regular or special meeting. If at
any meeting of the Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is obtained and no further
notice thereof need be given other than by announcement at said meeting which shall be so
adjourned.
Section 5. QUALIFICATIONS; VACANCIES
Every director shall be a shareholder in the Corporation. Every director shall meet the
qualifications established by the Board of Directors. Every director shall submit his or her
resignation not later than the first day of February after the director attains age 72, to take
effect not later than the following annual meeting. Subject to the rights of the holders of any
class or series of Preferred Stock and the requirements of law, unless the board of directors
otherwise determines, vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled only by a majority of the directors then in office,
though less than a quorum. Directors chosen to fill a vacancy shall hold office for the unexpired
portion of the term of the director replaced and until their successors are duly elected and
qualified or their earlier resignation or removal or, in the case of a newly created directorship,
the director so chosen shall assigned to the class, the term of which expires at the next annual
meeting of the shareholders and shall serve until the directors successor is duly elected and
qualified or the directors earlier resignation or removal.
Section 6. POWERS; EXECUTIVE COMMITTEE
The Board of Directors may adopt, alter or repeal these Bylaws of the Corporation and may
generally do any act or thing deemed necessary for the conduct and management of the business of
the Corporation, subject only to the limitation imposed by law or the Articles of Incorporation,
and including the election of an Executive
ANNEX III-8
Committee. The Board of Directors may vest said Executive Committee with the right to exercise
any or all of the power to adopt, amend or alter Bylaws or fill vacancies on the Board of Directors
or Officers.
Section 7. COMPENSATION
Subject to the requirements of applicable law and the listing requirements of such securities
market of exchange on which the Corporations common stock may from time to time be listed or
qualified for trading (collectively the
Requirements
), the directors may be compensated
for their service as directors and as members of committees of the Board of Directors and for
chairing the board or any such committee. Such compensation may take the form of board and
committee retainer fees, attendance fees, fees for chairing the Board of Directors or any such
committees of the Board of Directors, stock awards, stock options, stock appreciation rights and
any other lawful form of compensation or consideration that is consistent with the Requirements.
In addition, the directors shall be entitled to be reimbursed for their actual expenses incurred in
attending all meetings of the Board of Directors or any committee of the Board of Directors.
Subject to the Requirements, no compensation paid or provided to directors under this section shall
preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE III
OFFICERS
Section 1. NUMBER
The Board of Directors shall elect a President, a Chief Financial Officer, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as it may deem advisable to appoint
or elect, including, but not limited to, a Chief Executive Officer, one or more Executive Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Any person may
hold one or more offices at the same time. All officers shall hold their offices at the pleasure
of the Board of Directors and be subject to removal by the Board of Directors at its pleasure. No
officer of the Corporation need be a shareholder of the Corporation, except pursuant to such
guidelines as the Board of Directors may establish from time to time. The officers elected by the
Board of Directors shall have such powers, perform such duties and shall be entitled to such
compensation as may be prescribed by these Bylaws or the Board of Directors.
Section 2. CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall supervise the carrying out of policies adopted or approved
by the Board of Directors, exercise a general supervision and superintendence over all the business
and affairs of the Corporation, and possess such other powers and perform such other duties as may
be assigned to him or her by these Bylaws, as may from time to time be assigned by the Board of
Directors, and as may be incident to the office of Chief Executive Officer. The Chief Executive
Officer shall be the principal executive officer of the Corporation.
Section 3. PRESIDENT
Subject to these Bylaws and the direction of the Board of Directors, the President shall have
the responsibility and the power necessary for the general management, oversight, supervision and
control of the business and affairs of the Corporation, and to ensure that all orders and
resolutions of the Board of Directors are carried into effect. If the Board of Directors has
elected a Chief Executive Officer of the Corporation, (i) the Chief Executive Officer shall have
all of the powers granted by these Bylaws to the President and (ii) the President shall, subject to
the powers of supervision and control conferred upon the Chief Executive Officer, have such duties
and powers as assigned to him or her by the Board of Directors or the Chief Executive Officer. If
the Board of Directors has not elected a Chief Executive Officer, the President shall be the
principal executive officer of the Corporation.
Section 4. CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall be the principal accounting officer of the Corporation and
shall have general charge and supervision of the financial affairs of the Corporation and shall
approve payment, or designate
ANNEX III-9
others serving under him or her to approve for payment, all vouchers for distribution of funds and
shall perform such other duties as may be assigned to him or her by the Board of Directors, the
Chief Executive Officer, if one is in office, or the President.
Section 5. VICE PRESIDENT
The Executive Vice Presidents and Vice Presidents shall perform such duties as may from time
to time be designated by the Board of Directors, the Chairman, the Chief Executive Officer or the
President.
Section 6. TREASURER
The Treasurer shall receive and give or cause to be given receipts and acquittances for moneys
paid in an account of the Corporation and advise the proper officers to pay out of the funds on
hand all just debts of the Corporation of whatever nature upon maturity of the same; shall enter or
cause to be entered in the books of the Corporation to be kept for that purpose full and accurate
accounts of all moneys received and paid out on account of the Corporation, and, whenever required
by the Chairman or the President, the Treasurer shall render a statement of accounts; and shall
keep or cause to be kept such other books as will show a true record of the expenses, losses,
gains, assets and liabilities of the Corporation.
Section 7. SECRETARY
The Secretary shall, upon proper direction, give, or cause to be given, notice of all meetings
of shareholders and directors, and all other notices required by law or by these Bylaws, and in
case of the Secretarys absence, refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman, the Vice Chairman, the President or by the shareholders,
upon whose requisition the meeting is called as provided in the Articles of Incorporation and in
these Bylaws. The Secretary shall keep a record of all the proceedings of the meetings of the
shareholders and of the directors in a book kept for that purpose. The Secretary shall have the
custody of the seal of the Corporation and shall affix the same to instruments requiring it, when
authorized by the directors, the Chairman, or the President and attest to the same. The Secretary
shall perform all of the other duties incident to the office of Secretary and any other duties as
may be assigned by the directors, the Chairman, or the President.
Section 8. EXECUTION OF INSTRUMENTS
All deeds, mortgages, conveyances, and contracts relating to real property of the Corporation
shall be signed on behalf of the Corporation by the President or one of its Vice Presidents and
countersigned by its Secretary or one of its Assistant Secretaries. All stock certificates, and all
notes, bonds, or other evidences of indebtedness (not including surety bonds) and all releases and
assignments shall be signed by the President or any one of its Vice Presidents and countersigned by
its Secretary or one of its Assistant Secretaries. Surety bonds may be executed on behalf of the
Corporation by any one of its officers. All release of mortgage liens, liens, judgments, or other
claims that are required by law to be made of record, shall be executed on behalf of the
Corporation by the President, any one of its Vice Presidents or the Secretary or Treasurer of the
Corporation.
ARTICLE IV
CAPITAL STOCK
Section 1. ISSUANCE OF STOCK
The Corporation is authorized to issue shares of stock, directly or through its agent, in
certificated form as well as uncertificated form, including book-entry or other method of direct
registration.
Section 2. STOCK CERTIFICATES
Every shareholder shall be entitled upon written request to have a certificate signed in the
name of the Corporation by the President or any one of the Vice Presidents, and the Secretary or an
Assistant Secretary of the
ANNEX III-10
Corporation, certifying the number of shares owned by the shareholder in the Corporation. Any or
all the signatures on a certificate, including the signatures of the corporate officers, the
transfer agent and/or the registrar, may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such officer, transfer agent
or registrar at the date of issue.
A new certificate of stock may be issued in the place of any certificate theretofore issued by
the Corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing
such issuance of a new certificate or certificates the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or the owners legal representative, to give the
Corporation a bond in such sum as the directors may direct to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss of any such certificate.
The shares of stock of the Corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or legal representatives, and upon
such transfer any old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such other person as the
directors may designate, by whom they shall be canceled, and new certificates may thereupon be
issued. A record shall be made of each transfer, and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
Section 3. REGISTERED SHAREHOLDERS
Except as may otherwise be expressly provided by law, the Corporation shall be entitled to
treat the holder of record of any shares of stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claims to or interest in such shares on the
part of any other person whether or not it shall have express or other notice thereof.
Section 5. EXAMINATION OF BOOKS BY SHAREHOLDERS
The Board of Directors shall, subject to the laws of the State of Iowa, have power to
determine from time to time, whether and to what extent and under what conditions and regulations
the accounts and books of the Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any book or document of the
Corporation, except as conferred by the laws of the State of Iowa, unless and until authorized so
to do by resolution of the Board of Directors or of the shareholders of the Corporation.
ARTICLE V
SURETY BONDS AND UNDERTAKINGS
Section 1. EXECUTION BY OFFICERS OF THE CORPORATION
The President, any one of the Vice Presidents, or an Assistant Vice President of Bonds shall
have the power to bind the Corporation upon any and all policies of insurance, bonds, undertakings
and other obligatory instruments by his or her signature and execution thereof attested by the
signature of the Secretary or of an Assistant Secretary (which signatures, in lieu of an actual
signature, may be a facsimile thereof and may be stamped, printed, or otherwise affixed thereto)
and such execution of any such instrument shall be deemed to be the act of the Corporation.
Section 2. APPOINTMENT OF ATTORNEY IN FACT
The President, any one of the Vice Presidents, an Assistant Vice President of Bonds, or any
other officer of the Corporation, may, from time to time, appoint by written certificates
attorneys-in-fact to act in behalf of the Corporation in the execution of policies of insurance,
bonds, undertakings and other obligatory instruments of like nature. The signature of any officer
authorized hereby, and the corporate seal, may be affixed by facsimile to any power of attorney or
special power of attorney or certificate of either authorized hereby; such signature and seal,
ANNEX III-11
when so used, being adopted by the Corporation as the original signature of such officer and
the original seal of the Corporation, to be valid and binding upon the Corporation with the same
force and effect as though manually affixed. Such attorneys-in-fact, subject to the limitations set
forth in their respective certificates of authority shall have full power to bind the Corporation
by their signature and execution of any such instruments and to attach the seal of the Corporation
thereto. The President, any one of the Vice Presidents, an Assistant Vice President of Bonds, the
Board of Directors or any other officer of the Corporation may at any time revoke all power and
authority previously given to any attorney-in-fact.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the
thirty-first day of December in each and every year.
Section 2. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officers or officers
agents or agents of the Corporation in such manner as shall from time to time be determined by
resolution of the Board of Directors or as herein provided by these Bylaws.
Section 3. NOTICE
(a) Whenever any notice is required by these Bylaws to be given, personal notice is not meant
unless expressly so stated. Any notice required to be given under these Bylaws may be waived by
the person entitled thereto. Shareholders not entitled to vote shall not be entitled to receive
notice of any meeting except as otherwise provided by statute.
(b) Written notice may be transmitted by mail, private carrier, or personal delivery; or
telephone, wire, or wireless equipment that transmits a facsimile of the notice and provides the
transmitter with an electronically generated receipt. Written notice is effective at the earliest
of the following: (a) when received; (b) five (5) days after its deposit in the U.S. mail if mailed
with first-class postage, to the address as it appears on the current records of the Corporation;
or (c) on the date shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the addressee. Written notice to a
shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when
dispatched, if prepaid, by air courier.
(c) Notices to directors and shareholders from the Corporation and from directors and
shareholders to the Corporation may be provided in an electronic transmission. Subject to contrary
provisions in the Act, notice to shareholders or directors in an electronic transmission shall be
effective only with respect to shareholders and directors that have consented, in the form of a
record, to receive electronically transmitted notices and that have designated in the consent the
address, location, or system to which these notices may be electronically transmitted and with
respect to a notice that otherwise complies with any other requirements of the Act and any
applicable federal law. A shareholder or director who has consented to receipt of electronically
transmitted notices may revoke this consent by delivering a revocation to the Corporation in the
form of a record. The consent of any shareholder or director shall be deemed to be revoked if (a)
the Corporation is unable to electronically transmit two consecutive notices given by the
Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary,
the transfer agent, or any other person responsible for giving the notice. The inadvertent failure
by the Corporation to treat the inability to electronically transmit two consecutive notices as a
revocation does not invalidate any meeting or other action.
ANNEX III-12
Section 4. INDEMNIFICATION
(a) The Corporation shall, to the fullest extent permitted by law, indemnify and hold harmless
each director now or hereafter serving the Corporation or any of its subsidiaries, and if the
directors adopt a Plan of Indemnification, the Corporations indemnification arrangement shall be
as described in that Plan. Such right of indemnification shall not be deemed exclusive of any
other right to which a director may be entitled. In addition to any other indemnification permitted
by law, the Corporation shall indemnify and hold harmless each director now or hereafter serving
the Corporation or any of its subsidiaries for any action taken, or any failure to take any action,
as a director, except liability for any of the following: (1) the amount of a financial benefit
received by a director to which the director is not entitled; (2) an intentional infliction of harm
on the Corporation or the shareholders; (3) a violation of section 490.833 of the Act; or (4) an
intentional violation of criminal law.
(b) In addition to any other indemnification permitted by law, the Corporation shall indemnify
and advance expenses to an officer of the Corporation who is a party to the proceeding because the
person is an officer (1) to the same extent as to a director and (2) if the person is an officer
but not a director, to such further extent as may be provided by the Articles of Incorporation,
these Bylaws, a resolution of the Board of Directors, or contract, except for (a) liability in
connection with a proceeding by or in the right of the Corporation other than for reasonable
expenses incurred in connection with the proceeding or (b) liability arising out of conduct that
constitutes (i) receipt by the officer of a financial benefit to which the officer is not entitled,
(ii) an intentional infliction of harm on the Corporation or the shareholders, or (iii) an
intentional violation of criminal law.
The provisions of the foregoing paragraph shall apply to an officer who is also a director if
the basis on which the officer is made a party to a proceeding is an action taken or a failure to
take an action solely as an officer.
(c) The indemnification provided to a person by this Section 4 shall not be deemed exclusive
of any other rights to which such person may be entitled by law, the Articles of Incorporation,
these Bylaws, or any agreement, vote of shareholders or directors, or otherwise.
(d) No repeal or amendment of this Section 4 shall impair the rights of any person arising at
any time with respect to events occurring prior to such amendment.
Section 5. SEAL
The Corporation shall have a corporate seal upon which shall be inscribed United Fire Group,
Inc., Cedar Rapids, Iowa, Corporate Seal.
Section 6. TRANSFER AGENT
The Board of Directors shall have the authority to appoint a Transfer Agent. The Transfer
Agent shall have charge of the original stock books, transfer books and stock ledgers of the
Corporation. The Transfer Agent shall tabulate and inspect the proxies and shall determine the
eligibility of any shareholder to make or vote upon a minority nomination, subject to the oversight
of the Corporate Secretary. If so directed by the Board of Directors, the Secretary shall act as
transfer agent for the Corporation. In this event, a proxy committee appointed by the Chairman
shall inspect the proxies and determine the eligibility of a shareholder to make or vote upon a
minority nomination.
Section 7. AMENDMENT
Except as otherwise provided in the Act or as otherwise provided by action of the shareholders
of the Corporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted
at any meeting of the Board of Directors of the Corporation by a majority vote of the directors
present at the meeting.
ANNEX III-13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.
Indemnification of Officers and Directors
.
United Fire Group Inc.s (United Fire Group) articles of incorporation and bylaws provide
that a director shall not be personally liable to United Fire Group or its shareholders for
monetary damages for any action taken, or any failure to take any action, as a director, except
liability for any of the following: (1) the amount of a financial benefit received by a director to
which the director is not entitled; (2) an intentional infliction of harm on United Fire Group or
its shareholders; (3) a violation of section 490.833 of the Iowa Business Corporation Act (IBCA),
as described below; or (4) an intentional violation of criminal law. If the IBCA is amended to
authorize the further elimination or limitation of the personal liability of directors, then,
automatically and without any further action, the liability of a director shall be eliminated or
limited to the fullest extent permitted by the IBCA. The articles of incorporation and bylaws of
United Fire Group further provide that United Fire Group shall indemnify each of its directors for
liability to any person for any action taken, or any failure to take any action, as a director,
except liability for any of the items (1) through (4), listed above.
United Fire Groups articles of incorporation and bylaws further provide that United Fire
Group shall indemnify each of its directors for liability to any person for any action taken, or
any failure to take any action, as a director, except liability for any of the items (1) through
(4), listed above. Furthermore, any repeal or amendment of the provisions governing limitation of
director liability and indemnification shall not adversely affect any right of a director or former
director arising at any time with respect to events occurring prior to such repeal or amendment.
United Fire Groups bylaws provide that, in addition to any other indemnification permitted by
law, United Fire shall indemnify and advance expenses to an officer who is a party to the
proceeding because the person is an officer (1) to the same extent as to a director and (2) if the
person is an officer but not a director, to such further extent as may be provided by the articles
of incorporation, the bylaws, a resolution of the Board of Directors, or contract, except for (a)
liability in connection with a proceeding by or in the right of United Fire Group other than for
reasonable expenses incurred in connection with the proceeding or (b) liability arising out of
conduct that constitutes (i) receipt by the officer of a financial benefit to which the officer is
not entitled, (ii) an intentional infliction of harm on United Fire Group or the shareholders, or
(iii) an intentional violation of criminal law.
Section 490.833 of the IBCA provides that a director who votes for or assents to a
distribution in excess of what may be authorized and made pursuant to section 490.640(a) or section
490.1409(1) of the IBCA is personally liable to the corporation for the amount of the distribution
that exceeds what could have been distributed without violating those sections, if the party
asserting liability establishes that when taking the action the director did not comply with
section 490.830 of the IBCA.
Section 490.851 of the IBCA provides that a corporation may indemnify a director against
liability incurred in the proceeding if either of the following apply: (a) the director acted in
good faith, the director reasonably believed that in the case of conduct in the individuals
official capacity, the directors conduct was in the best interests of the corporation and in all
other cases, the individuals conduct was at least not opposed to the best interests of the
corporation, and in the case of any criminal proceeding, the director had no reasonable cause to
believe the directors conduct was unlawful or (b) the director engaged in conduct for which
broader indemnification has been made permissible or obligatory under a provision of the articles
of incorporation as authorized by section 490.202, subsection 2, paragraph e. The articles of
incorporation of United Fire Group has provided for broader indemnification as authorized by
section 490.202, subsection 2, paragraph e.
Section 490.852 of the IBCA provides that a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding to which the
director was a party because the director is or was a director of the corporation against
reasonable expenses incurred by the director in connection with the proceeding.
Section 490.856 of the IBCA provides that a corporation may indemnify and advance expenses to
an officer of the corporation who is a party to the proceeding because the person is an officer,
according to all of the following:
a. to the same extent as to a director; b. if the person is an officer but not a director, to such
further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the
board of directors, or contract, except for either of the following: (1) liability in connection
with a proceeding by or in the right of the corporation other than for reasonable expenses incurred
in connection with the proceeding, (2) liability arising out of conduct that constitutes receipt by
the officer of a financial benefit to which the officer is not entitled, an intentional infliction
of harm on the corporation or the shareholders or an intentional violation of criminal law. An
officer of a corporation who is not a director is entitled to mandatory indemnification under
section 490.852.
Section 490.857 of the IBCA provides that a corporation may purchase and maintain insurance on
behalf of an individual who is a director or officer of the corporation, or who, while a director
or officer of the corporation, serves at the corporations request as a director, officer, partner,
trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity, against liability asserted against or incurred by
that individual in that capacity or arising from the individuals status as a director or officer,
whether or not the corporation would have power to indemnify or advance expenses to that individual
against the same liability under this part.
United Fire Group will maintain insurance policies under which its directors and officers are
insured, within the limits and subject to the limitations of those policies, against certain
expenses in connection with the defense of, and certain liabilities that might be imposed as a
result of, actions, suits or proceedings to which they are parties by reason of being or having
been directors or officers. The coverage provided by these policies may apply whether or not we
would have the power to indemnify such person against such liability under the provisions of the
IBCA.
United Fire Groups indemnification provisions may be sufficiently broad to permit
indemnification of our officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.
Item 21.
Exhibits and Financial Statement Schedules
.
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(a)
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Exhibits. The following exhibits are filed herewith or incorporated herein by
reference submitted:
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Exhibit Index
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Incorporated by reference
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Exhibit
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Period
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Filing
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number
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Exhibit description
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Form
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ending
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Exhibit
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date
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2
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Agreement and Plan of Reorganization
(attached as Annex I to the proxy
statement/prospectus included in this
Registration Statement and incorporated
herein by reference)
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X
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3.1
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Articles of Incorporation of United
Fire Group, Inc. (attached as Annex II
to the proxy statement/prospectus
included in this Registration Statement
and incorporated herein by reference)
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X
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3.2
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Fourth Restated Articles of
Incorporation of United Fire & Casualty
Company
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Amendment #1 to S-3
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4.1
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04/04/02
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3.3
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First Amendment to Fourth Restated
Articles of Incorporation of United
Fire & Casualty Company
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Amendment #3 to S-3
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4.2
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05/03/02
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3.4
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Second Amendment to Fourth Restated
Articles of Incorporation of United
Fire & Casualty Company
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10-Q
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06/30/05
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4.1
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07/29/05
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3.5
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Third Amendment to Fourth Restated
Articles of Incorporation of United
Fire & Casualty Company
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8-K
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99.6
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05/21/08
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II - 2
Exhibit Index
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Incorporated by reference
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Exhibit
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Period
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Filing
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number
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Exhibit description
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Form
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ending
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Exhibit
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date
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3.6
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Bylaws of United Fire Group. Inc.
(attached as Annex III to the proxy
statement/prospectus included in this
Registration Statement and incorporated
herein by reference)
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X
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3.7
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Bylaws of United Fire & Casualty Company
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8-K
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99.2
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11/20/09
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4
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Specimen Stock Certificate of United
Fire Group, Inc.
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F
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5.1
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Opinion of Bradley & Riley PC as to the
validity of the shares being registered
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F
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5.2
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Opinion of Bradley & Riley PC as to
certain of the material U.S. federal
income tax consequences of the
Reorganization.
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F
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10.1
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United Fire & Casualty Company Employee
Stock Purchase Plan
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10-K
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12/31/07
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10.2
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02/27/08
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10.2*
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United Fire & Casualty Company
Nonqualified Nonemployee Director Stock
Option and Restricted Stock Plan
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S-8
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4.1
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10/23/05
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10.3*
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Description of employment arrangement
between United Fire & Casualty Company
and Randy A. Ramlo
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10-Q
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06/30/07
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10.1
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07/27/07
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10.4*
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United Fire & Casualty Annual Incentive
Plan (Amended October 19, 2007)
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10-Q
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09/30/07
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10.2
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10/25/07
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10.5*
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United Fire & Casualty Companys
Nonqualified Deferred Compensation Plan
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10-Q
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09/30/07
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10.3
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10/25/07
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10.6*
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Form of United Fire & Casualty Company
Nonqualified Employee Stock Option
Agreement
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10-K
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12/31/07
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10.7
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02/27/08
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10.7*
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Form of United Fire & Casualty Company
Nonqualified Nonemployee Stock Option
and Restricted Stock Agreement
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10-K
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12/31/07
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10.8
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02/27/08
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10.8*
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United Fire & Casualty Company 2008
Stock Plan
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S-8
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4.1
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05/21/08
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10.9*
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Form of Stock Award Agreement under
United Fire & Casualty Company 2008
Stock Plan
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8-K
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99.2
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05/22/08
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10.10*
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Form of Non-Qualified Stock Option
Agreement for the Purchase of Stock
under United Fire & Casualty Company
2008 Stock Plan
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8-K
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99.3
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05/22/08
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10.11*
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Form of Incentive Stock Option
Agreement for the Purchase of Stock
under United Fire & Casualty Company
2008 Stock Plan
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8-K
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99.4
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05/22/08
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10.12*
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Amendment to Nonqualified Stock Option
Agreements for John A. Rife
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8-K/A
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99.1
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02/24/09
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23.1
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Consent of Registrants Independent
Registered Public Accounting Firm
|
|
F
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II - 3
Exhibit Index
|
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Incorporated by reference
|
Exhibit
|
|
|
|
|
|
|
|
Period
|
|
|
|
|
|
Filing
|
number
|
|
Exhibit description
|
|
|
|
Form
|
|
ending
|
|
Exhibit
|
|
date
|
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23.2
|
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Consent of Bradley & Riley PC (included
in Exhibits 5.1 and 5.2)
|
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24.1
|
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Power of Attorney (included immediately
following the signature page to this
Registration Statement beginning on
page II-7).
|
|
X
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99
|
|
Form of Proxy for shareholders of
United Fire & Casualty Company
|
|
X
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*
|
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Indicates a management contract or compensatory plan or arrangement.
|
|
X
|
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Filed herewith.
|
|
F
|
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To be filed by amendment.
|
Item 22.
Undertakings
.
The undersigned registrant hereby undertakes:
(a) That, for purposes of determining any liability under the Securities Act, each filing of
the registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed a
new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(b) To deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such interim financial
information.
(c) That prior to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to the information called for
by the other items of the applicable form.
(d) That every prospectus: (i) that is filed pursuant to paragraph (c) immediately preceding,
or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is
used in connection with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(e) To respond to requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.
II - 4
(f) To supply by means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
Insofar as indemnification by the registrant for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II - 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cedar Rapids, State of Iowa, on the 25
th
day of May, 2011.
|
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|
|
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United Fire Group, Inc.
|
|
|
|
|
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By:
|
/s/ Randy A. Ramlo
|
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|
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Randy A. Ramlo, President and
Chief Executive Officer
|
|
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|
|
|
|
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
|
|
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Signature
|
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Title
|
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/s/ Randy A. Ramlo
|
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President, Chief Executive Officer, Director, and
Principal Executive Officer
|
|
|
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Randy A. Ramlo
|
|
|
|
|
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/s/ Dianne M. Lyons
|
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Vice President, Chief Financial Officer, Principal Financial Officer
|
|
|
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Dianne M. Lyons
|
|
|
|
|
|
/s/ Jack B. Evans
|
|
Chairman of the Board, Director
|
|
|
|
Jack B. Evans
|
|
|
|
|
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/s/ John A. Rife
|
|
Vice Chairman of the Board, Director
|
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|
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John A. Rife
|
|
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/s/ Christopher R. Drahozal
|
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Director
|
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|
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Christopher R. Drahozal
|
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|
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/s/ Thomas W. Hanley
|
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Director
|
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|
Thomas W. Hanley
|
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|
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/s/ Douglas M. Hultquist
|
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Director
|
|
|
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Douglas M. Hultquist
|
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|
|
|
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/s/ Casey D. Mahon
|
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Director
|
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|
|
Casey D. Mahon
|
|
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|
|
/s/ George D. Milligan
|
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Director
|
|
|
|
George D. Milligan
|
|
|
|
|
|
/s/ James W. Noyce
|
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Director
|
|
|
|
James W. Noyce
|
|
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|
|
|
/s/ Mary K. Quass
|
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Director
|
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|
|
Mary K. Quass
|
|
|
|
|
|
/s/ Kyle D. Skogman
|
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Director
|
|
|
|
Kyle D. Skogman
|
|
|
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|
|
/s/ Frank S. Wilkinson Jr.
|
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Director
|
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|
|
Frank S. Wilkinson Jr.
|
|
|
II - 6
Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Randy A. Ramlo and Neal R.
Scharmer as his or her true and lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for such person and in his or her name, place and stead, in any and all
capacities, to sign any or all further amendments (including post-effective amendments) to this
registration statement on Form S-4, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated below on the 25, day of May 2011.
|
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Signature
|
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Title
|
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/s/ Randy A. Ramlo
|
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President, Chief Executive Officer, Director, and
|
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Randy A. Ramlo
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Principal Executive Officer
|
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/s/ Dianne M. Lyons
|
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Vice President, Chief Financial Officer, Principal
|
|
|
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Dianne M. Lyons
|
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Financial Officer
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/s/ Jack B. Evans
|
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Chairman of the Board, Director
|
|
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|
Jack B. Evans
|
|
|
|
|
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/s/ John A. Rife
|
|
Vice Chairman of the Board, Director
|
|
|
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John A. Rife
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|
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/s/ Christopher R. Drahozal
|
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Director
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|
|
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Christopher R. Drahozal
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|
|
|
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/s/ Thomas W. Hanley
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Director
|
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|
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Thomas W. Hanley
|
|
|
|
|
|
/s/ Douglas M. Hultquist
|
|
Director
|
|
|
|
Douglas M. Hultquist
|
|
|
|
|
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/s/ Casey D. Mahon
|
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Director
|
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|
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Casey D. Mahon
|
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|
|
|
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/s/ George D. Milligan
|
|
Director
|
|
|
|
George D. Milligan
|
|
|
|
|
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/s/ James W. Noyce
|
|
Director
|
|
|
|
James W. Noyce
|
|
|
|
|
|
/s/ Mary K. Quass
|
|
Director
|
|
|
|
Mary K. Quass
|
|
|
|
|
|
/s/ Kyle D. Skogman
|
|
Director
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Kyle D. Skogman
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/s/ Frank S. Wilkinson Jr.
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Director
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Frank S. Wilkinson Jr.
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II - 7
INDEX TO EXHIBITS
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Incorporated by reference
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Exhibit
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Period
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Filing
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number
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Exhibit description
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Form
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ending
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Exhibit
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date
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2
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Agreement and Plan of Reorganization
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X
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(attached as Annex I to the proxy
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statement/prospectus included in this
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Registration Statement and incorporated
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herein by reference)
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3.1
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Articles of Incorporation of United
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X
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Fire Group, Inc. (attached as Annex II
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to the proxy statement/prospectus
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included in this Registration Statement
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and incorporated herein by reference)
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3.2
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Fourth Restated Articles of
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Amendment #1 to S-3
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4.1
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04/04/02
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Incorporation of United Fire & Casualty
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Company
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3.3
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First Amendment to Fourth Restated
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Amendment #3 to S-3
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4.2
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05/03/02
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Articles of Incorporation of United
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Fire & Casualty Company
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3.4
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Second Amendment to Fourth Restated
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10-Q
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06/30/05
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4.1
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07/29/05
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Articles of Incorporation of United
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Fire & Casualty Company
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3.5
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Third Amendment to Fourth Restated
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8-K
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99.6
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05/21/08
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Articles of Incorporation of United
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Fire & Casualty Company
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3.6
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Bylaws of United Fire Group. Inc.
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X
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(attached as Annex III to the proxy
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statement/prospectus included in this
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Registration Statement and incorporated
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herein by reference)
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3.7
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Bylaws of United Fire & Casualty Company
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8-K
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99.2
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11/20/09
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4
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Specimen Stock Certificate of United
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F
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Fire Group, Inc.
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5.1
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Opinion of Bradley & Riley PC as to the
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F
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validity of the shares being registered
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5.2
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Opinion of Bradley & Riley PC as to
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F
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certain of the material U.S. federal
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income tax consequences of the
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Reorganization.
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10.1
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United Fire & Casualty Company Employee
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10-K
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12/31/07
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10.2
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02/27/08
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Stock Purchase Plan
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10.2*
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United Fire & Casualty Company
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S-8
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4.1
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10/23/05
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Nonqualified Nonemployee Director Stock
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Option and Restricted Stock Plan
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10.3*
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Description of employment arrangement
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between United Fire & Casualty Company
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and Randy A. Ramlo
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10-Q
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06/30/07
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10.1
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07/27/07
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10.4*
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United Fire & Casualty Annual Incentive
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Plan (Amended October 19, 2007)
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10-Q
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09/30/07
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10.2
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10/25/07
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10.5*
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United Fire & Casualty Company's
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Nonqualified Deferred Compensation Plan
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10-Q
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09/30/07
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10.3
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10/25/07
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10.6*
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Form of United Fire & Casualty Company
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Nonqualified Employee Stock Option
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Agreement
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10-K
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12/31/07
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10.7
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02/27/08
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II - 8
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Incorporated by reference
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Exhibit
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Period
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Filing
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number
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Exhibit description
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Form
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ending
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Exhibit
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date
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10.7*
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Form of United Fire & Casualty Company
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10-K
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12/31/07
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10.8
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02/27/08
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Nonqualified Nonemployee Stock Option
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and Restricted Stock Agreement
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10.8*
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United Fire & Casualty Company 2008
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S-8
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4.1
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05/21/08
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Stock Plan
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10.9*
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Form of Stock Award Agreement under
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8-K
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99.2
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05/22/08
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United Fire & Casualty Company 2008
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Stock Plan
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10.10*
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Form of Non-Qualified Stock Option
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8-K
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99.3
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05/22/08
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Agreement for the Purchase of Stock
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under United Fire & Casualty Company
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2008 Stock Plan
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10.11*
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Form of Incentive Stock Option
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8-K
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99.4
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05/22/08
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Agreement for the Purchase of Stock
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under United Fire & Casualty Company
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2008 Stock Plan
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10.12*
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Amendment to Nonqualified Stock Option
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8-K/A
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99.1
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02/24/09
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Agreements for John A. Rife
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23.1
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Consent of Registrant's Independent
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Registered Public Accounting Firm
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F
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23.2
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Consent of Bradley & Riley PC (included
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in Exhibits 5.1 and 5.2)
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24.1
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Power of Attorney (included immediately
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following the signature page to this
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Registration Statement on page II-7).
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X
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99
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Form of Proxy for shareholders of
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United Fire & Casualty Company
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X
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*
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Indicates a management contract or compensatory plan or arrangement.
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X
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Filed herewith.
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F
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To be filed by amendment.
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II - 9