UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2011
United Fire & Casualty Company
(Exact name of registrant as specified in its charter)
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Iowa
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001-34257
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42-0644327 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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118 Second Avenue, S.E.,
Cedar Rapids, Iowa
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52407 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (319) 399-5700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01. |
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Regulation FD Disclosure |
On November 18, 2011, United Fire & Casualty Company issued a press release announcing that the
Board of Directors declared a dividend of $0.15 per share to be paid on January 3, 2012 to Company
stockholders of record on December 15, 2011.
In the same press release, it was announced that United Fire & Casualty Companys Board of
Directors scheduled a special meeting of stockholders for 10 a.m. on Tuesday, January 24,
2012, at the Companys home office building in Cedar Rapids, Iowa. At the special meeting,
stockholders will be asked to approve the formation of a new holding company structure for the
United Fire Group (the Reorganization). Company stockholders of record as of November 28, 2011, will have the
opportunity to vote at the special meeting.
A copy of the news release issued November 18, 2011 announcing the dividend declaration and the
special meeting of stockholders is filed herewith as Exhibit 99.1.
Additional Information and Where to Find It
United Fire & Casualty Company and United Fire Group, Inc. have filed a registration statement with
the Securities and Exchange Commission (SEC) that includes a preliminary proxy
statement/prospectus and other relevant documents in connection with the proposed Reorganization.
UF&C STOCKHOLDERS ARE URGED TO READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/
PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED REORGANIZATION.
Investors may obtain a free copy of the preliminary proxy statement/prospectus and other filings
containing information about UF&C, United Fire Group and the proposed Reorganization, from the SEC
at the SECs public website at http://www.sec.gov. In addition, copies of the preliminary proxy
statement/prospectus and other filings containing information about UF&C, United Fire Group and the
proposed Reorganization may be obtained without charge by directing a request to United Fire &
Casualty Company, 118 Second Ave. SE, Cedar Rapids, IA 52401, Attention: Investor Relations
Department (Telephone: (319) 399-5700) or accessing them on UF&Cs public website at
www.unitedfiregroup.com.
UF&C, its directors, executive officers, certain other members of management and employees may be
deemed to be participants in the solicitation of proxies from the stockholders of UF&C in favor of
the proposed Reorganization. Additional information regarding the interests of potential
participants in the proxy solicitation is included in the preliminary proxy statement/prospectus
and will be included in the definitive proxy statement/prospectus and other relevant documents that
United Fire & Casualty Company and United Fire Group, Inc. have filed and intend to file with the
SEC in connection with the Special Meeting.
Disclosure of forward-looking statements
This release may contain forward-looking statements about our operations, anticipated performance
and other similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe
harbor under the Securities Act of 1933 and the Securities Exchange Act of 1934 for forward-looking
statements. 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. Words such as 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 and
other words and terms of similar meaning or expression in connection with a discussion of future
operating, financial performance or financial condition, are intended to identify forward-looking
statements. 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. Information
concerning factors that could cause actual results to differ materially from those in the
forward-looking statements is contained in Part I
Item 1A Risk Factors of our annual report on Form 10-K for the year ended December, 31, 2010,
filed with the SEC on March 1, 2011 and in our report on Form 10-Q for the quarter ended September
30, 2011, filed with the SEC on November 7, 2011. The risks identified on Form 10-K are
representative of the risks, uncertainties, and assumptions that could cause actual outcomes and
results to differ materially from what is expressed in forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this release or as of the date they are made.
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