As filed with the Securities and Exchange Commission on July 15, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNITED FIRE & CASUALTY COMPANY
(Exact name of registrant as specified in its certificate)
Iowa 42-0644327
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
118 Second Avenue, SE, Cedar Rapids, Iowa 52407
(Address of Principal Executive Offices)
UNITED-LAFAYETTE 401(K) PROFIT SHARING PLAN
(Full title of the plan)
John A. Rife, President and Chief Executive Officer
118 Second Avenue, SE
Cedar Rapids, IA 52407
(Name and address of agent for service)
(319) 399-5700
(Telephone number, including area code, of agent for service)
Michael K. Denney
Bradley & Riley P C
2007 First Avenue, SE
Cedar Rapids, Iowa 52406-2804
(319) 363-0101
(Recipient of copies)
CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price aggregate offering registration fee
to be registered per share price
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Participation
Interests (1) -- -- (2)
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of plan interests to be offered or
sold pursuant to the United-Lafayette 401(K) Profit Sharing Plan.
(2) Pursuant to Rule 457(h)(3) under the Securities Act of 1933, no
registration fee is required to be paid.
Part I Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
This registration statement relates to the registration of an indeterminate
number of participation interests in the United-Lafayette 401(K) Profit Sharing
Plan. Documents containing the information required by Item 1 of this
registration statement have been or will be sent or given to participants in the
plan, as specified by Rule 428(b)(1) under the Securities Act of 1933. Such
documents are not filed with the Securities and Exchange Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424, in reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The registrant will provide a written statement to participants advising them of
the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of this registration statement,
and stating that these documents are incorporated by reference in the Section
10(a) prospectus. The statement also will indicate the availability without
charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement will include the
address (giving title or department) and telephone number to which the request
is to be directed.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 11-K filed concurrently with this registration
statement by United-Lafayette 401(k) Profit Sharing Plan is incorporated herein
by reference.
The following documents previously filed by United Fire & Casualty Company with
the Securities and Exchange Commission are hereby incorporated by reference in
this registration statement:
a. Annual Report on Form 10-K for the year ended December 31, 2002; the
prospectus filed on May 7, 2002, pursuant to Rule 424(b) under the
Securities Act of 1933 (Commission File No. 333-83446), and
b. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the year covered by
the prospectus referred to in (a) above.
All documents filed by United Fire & Casualty Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the filing of this registration statement, and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Bradley & Riley PC has given its opinion on the validity of the issue of
participation interests. Mr. Byron G. Riley is an attorney and stockholder of
Bradley & Riley PC. Mr. Riley is a director of United Fire & Casualty Company.
He beneficially owned as of May 21, 2003, 3,606 shares of common stock of United
Fire & Casualty Company, including 200 shares of which he has the right to
acquire beneficial ownership within 60 days through the exercise of stock
options.
Item 6. Indemnification of Directors and Officers
United Fire & Casualty Company's Articles Incorporation provide that a director
of United Fire & Casualty Company shall not be personally liable to United Fire
& Casualty Company or its security holders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of the
director's duty of loyalty to United Fire & Casualty Company or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Iowa Code
Section 490.833 of the Iowa Business Corporation Act, which concerns unlawful
distributions or (4) for any transaction from which the director derived an
improper personal benefit.
United Fire & Casualty Company's Articles Incorporation further provide that if
the Iowa Business Corporation Act, Iowa Code Chapter 490 is amended to authorize
corporate action further eliminating or limiting the personal liability of the
directors, then the liability of a director of the registrant shall be
eliminated or limited to the fullest extent permitted by the Iowa Business
Corporation Act.
The directors and officers of United Fire & Casualty Company are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred by
them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 United-Lafayette 401(K) Profit Sharing Plan
4.2 Adoption Agreement
4.3 Directed Employee Benefit Trust Agreement
4.4 EGTRRA Amendment to United-Lafayette 401(k) Profit Sharing Plan
5.1 Opinion of Bradley & Riley PC
5.2 ERISA Qualification Undertaking
15.1 Letter re unaudited interim financial information
23.1 Consent of Bradley & Riley PC (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature pages hereto).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
a. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
b. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, That paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 July 15, 2003.
UNITED FIRE & CASUALTY COMPANY
By: /s/ John A. Rife
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John A. Rife, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Kent G. Baker
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Kent G. Baker, Vice President
and Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John A.
Rife and Kent G. Baker, and each of them individually, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for and in his or her name, place and stead, to do any and all
things in the capacities indicated below which said attorneys-in-fact and agents
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration of
participation interests in the United-Lafayette 401(K) Profit Sharing Plan,
including specifically, but not limited to, power and authority to sign his or
her name, in the capacities indicated below, to the registration statement and
any and all amendments (including post-effective amendments) thereto, and each
hereby approves, ratifies and confirms all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE AND DATE
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/S/ Scott McIntyre, Jr. Chairman and Director
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Scott McIntyre, Jr. Date: July 14, 2003
/S/ John A. Rife Director
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John A. Rife Date: July 14, 2003
/S/ Jack B. Evans Vice Chairman and Director
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Jack B. Evans Date: July 14, 2003
/S/ Thomas W. Hanley Director
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Thomas W. Hanley Date: July 14, 2003
/S/ Mary K. Quass Director
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Mary K. Quass Date: July 14, 2003
/S/ Byron G. Riley Director
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Byron G. Riley Date: July 14, 2003
/S/ Kyle D. Skogman Director
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Kyle D. Skogman Date: July 14, 2003
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 July 15, 2003.
United-Lafayette 401(K) Profit Sharing Plan
United Fire & Casualty Company,
as Plan Administer
By: /S/ John A. Rife
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John A. Rife
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President and Chief Executive Officer