EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of ______________, 2000 by and among FBL Financial Group, Inc., an Iowa
corporation (the "Company"), and Kansas Farm Bureau Services, Inc. and Kansas
Farm Bureau Life Insurance Company, Inc. (each a "Holder").
WHEREAS, pursuant to an Asset Acquisition Agreement dated as of
September __, 2000 (the "Acquisition Agreement"), each Holder will receive
shares of the Company's Series C Cumulative Voting Preferred Stock, par value
$25.8425 per share (the "Preferred Shares"), issued without registration under
the Securities Act of 1933 (the "Securities Act"); and
WHEREAS, the Preferred Shares will, under certain circumstances, be
convertible into or redeemable for Class A Common Stock of the Company
("Common Shares"); and
WHEREAS, the Company has agreed to file one or more registration
statements registering the resale of the Common Shares at the Holder's
request, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
SECTION 1 REGISTRATION.
(a) If, at any time after the Holder has received Common
Shares upon the conversion or redemption of Series C Preferred, Holder owns
more than the number of Common Shares that could be sold on one day pursuant
to Rule 144 of the Securities Act ("RULE 144") without violating the volume
limitations contained therein, or Common Shares that cannot be sold pursuant
to Rule 144, the Holder may request in writing (a "Demand Registration
Request") that the Company file a registration statement under the Securities
Act for the resale of the Common Shares so received. The Company shall then
use reasonable efforts to promptly file a registration statement (a
"Registration Statement") under the Securities Act, covering the resale by the
Holder of the Common Shares requested to be included in such Registration
Statement. The Company shall use commercially reasonable efforts (i) to cause
such Registration Statement to be declared effective by the Commission for
such Common Shares as soon as practicable thereafter and (ii) to keep the
Registration Statement continuously effective for up to 180 days. The Company
may postpone the filing of any Registration Statement required hereunder for a
reasonable period of time, not to exceed 45 days, if the Company reasonably
determines in good faith after consultation with outside legal counsel that
such filing would require the disclosure of a material transaction or other
material matter and the Company determines reasonably and in good faith that
such disclosure would have a material adverse effect on the Company that could
be avoided by such delay; PROVIDED, HOWEVER, that during such 45-day period
the Company shall
use reasonable efforts to disclose such material transaction or other matter
as soon as in its good faith judgment it is prudent to do so. Neither the
Company, nor any successor to the Company, shall have any obligation to
register securities of any corporation or other entity into which the Common
Shares shall have been converted or for which they have been exchanged
pursuant to a consolidation or merger or transaction described in section 5 of
the Certificate of Designations of the Series C Preferred.
(b) The Company shall have no obligation under Section 1(a)
unless the Holder satisfies and performs all conditions and obligations to be
performed by it under this Agreement, including but not limited to the
covenants contained in Section 6 hereof.
(c) The Company shall have no obligation under Section 1(a)
for more than two Demand Registration Requests.
(d) If the Company proposes to file a registration statement
under the Act with respect to an offering by the Company for its own account,
or an offering for the account of any stockholder of the Company or any group
of such stockholders holding Common Shares, then the Company shall give
written notice of such proposed filing to the Holder at least thirty (30) days
before the anticipated filing date of the registration statement, and such
notice shall describe the proposed registration and distribution and offer the
Holder the opportunity to register the number of Common Shares it may request.
Provided that the Company has received a written request from a Holder to
register a specified number of the Common Shares at least ten (10) days prior
to filing of the registration statement, the Company shall use its reasonable
efforts to cause the managing underwriter or underwriters of the proposed
underwritten public offering (the "Company Underwriter") to permit the Holder
to include such Common Shares in such offering on the same terms and
conditions as the other securities included therein. If the Company
Underwriter delivers a written opinion to the Holder stating that the total
number of Common Shares which they, the Company and any other persons intend
to include in such offering (the "Total Shares") is sufficiently large so as
to prevent a successful offering of the Total Shares, then the number of
Common Shares in excess of the number to be registered for sale by the Company
to be offered for the account of a Holder and such other persons or entities
other than the Company shall be reduced pro rata to the extent necessary to
reduce the Total Shares to the amount recommended by the Company Underwriter.
(e) The Company will exercise reasonable efforts to remain
eligible to use Form S-3 under the Act until the rights of the Holder under
this Section shall have terminated. The rights of the Holder under this
Section shall terminate: (i) if no Common Shares are issued to the Holder
pursuant to the conversion or redemption provisions applicable to the Series C
Preferred prior to the expiration of such conversion or redemption provisions;
or (ii) when the Holder no longer holds Common Shares which exceed in number
the number which could be sold pursuant to Rule 144 under the Act in one day.
SECTION 2 REGISTRATION PROCEDURES.
(a) The Company shall notify Holder of the effectiveness of
a Registration Statement and shall furnish to Holder such number of copies of
the Registration Statement
-2-
(including any amendments, supplements and exhibits), the prospectus
contained therein (including each preliminary prospectus), any documents
incorporated by reference in the Registration Statement and such other
documents as Holder may reasonably request in order to facilitate its sale of
the Common Shares in the manner described in the Registration Statement.
(b) The Company shall prepare and file with the Securities
and Exchange Commission (the "SEC") from time to time such amendments and
supplements to the Registration Statement and prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all the Common Shares for the period provided in Section 1.
Upon ten (10) business days' notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to
Holder's interests in or plan of distribution of Common Shares that is
reasonably necessary to permit the sale of such Holder's Common Shares
pursuant to the Registration Statement and the Company shall file any
necessary listing applications or amendments to the existing applications to
cause the Common Shares to be listed on an exchange or quoted on any quotation
system on which the Company's Common Stock is then listed or quoted.
(c) The Company shall promptly notify Holder of, and confirm
in writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any such Registration Statement or
post-effective amendment.
(d) The Company shall promptly notify Holder, at any time
when a prospectus relating to the Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. In such event and subject to Section 7 of this Agreement, the
Company shall promptly prepare and furnish to Holder a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of Common Shares,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
are made, not misleading.
SECTION 3 STATE SECURITIES LAWS.
Subject to the conditions set forth in this Agreement, the Company
shall, promptly after the filing of the Registration Statement, file such
documents as may be necessary to register or qualify the Common Shares under
the securities or "Blue Sky" laws of such states as Holder may reasonably
request, and the Company shall use reasonable efforts to cause such filings to
become qualified; PROVIDED, HOWEVER, that the Company shall not be obligated
to qualify as a foreign corporation to do business under the laws of any such
state in which it is not then qualified or to
-3-
file any general consent to service of process in any such state. Once
qualified, the Company shall use reasonable efforts to keep such
qualifications effective until the earlier of (a) such time as all of the
Common Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in
the case of a particular state, Holder has notified the Company that it no
longer requires qualification in such state in accordance with its original
request for filing, or (c) the date on which the Registration Statement ceases
to be effective with the SEC. The Company shall promptly notify Holder of, and
confirm in writing, the receipt by the Company of any notification with
respect to the suspension of the qualification of the Common Shares for sale
under the securities or "Blue Sky" laws of any jurisdiction or the initiation
or threat of any proceeding for such purpose.
SECTION 4 EXPENSES.
The Company shall bear all expenses incurred by it in connection with
the registration of the Common Shares pursuant to Section 1, except that the
Holder shall be responsible for any brokerage or underwriting commissions and
taxes of any kind (including, without limitation, transfer taxes) with respect
to any disposition, sale or transfer of Common Shares and for all legal,
accounting and other expenses incurred by the Holder in connection with the
Registration Statement.
SECTION 5 INDEMNIFICATION BY THE COMPANY.
The Company agrees to indemnify the Holder and its officers,
directors, employees, agents, representatives and affiliates, and each person
or entity, if any, that controls Holder within the meaning of the Securities
Act, and each other person or entity, if any, subject to liability because of
his, her or its connection with Holder, and any underwriter and any person who
controls the underwriter within the meaning of the Securities Act (an
"Indemnitee") against any and all losses, claims, damages, actions,
liabilities, costs and expenses (including without limitation reasonable
attorneys' fees, expenses and disbursements documented in writing), joint or
several, arising out of or based upon any untrue or alleged untrue statement
of material fact contained in the Registration Statement or any prospectus
contained therein, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee
or its plan of distribution which was furnished to the Company in writing by
the Indemnitee for use therein, provided, further that the Company shall not
be liable to any person who participates as an underwriter in the offering or
sale of Common Shares or any other person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon (i) an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and
in conformity with information furnished to the Company in writing for use in
connection with the Registration Statement or the prospectus contained therein
by such Indemnitee or (ii) such Indemnitee's failure to send or give a copy of
the final prospectus furnished to it by the Company at or prior to the time
such action is required
-4-
by the Securities Act to the person claiming an untrue statement or alleged
untrue statement or omission or alleged omission if such statement or omission
was corrected in such final prospectus. The obligations of the Company under
this Section 5 shall survive the completion of any offering of Common Shares
pursuant to a Registration Statement under this Agreement or otherwise and
shall survive the termination of this Agreement.
SECTION 6 COVENANTS OF THE HOLDER.
Holder hereby agrees:
(a) to cooperate with the Company and to furnish to the
Company all such information in connection with the preparation of the
Registration Statement and any filings with any state securities commissions
as the Company may reasonably request;
(b) to the extent required by the Securities Act, to deliver
or cause delivery of the prospectus contained in the Registration Statement to
any purchaser of the Common Shares covered by the Registration Statement from
Holder;
(c) to notify the Company of any sale of Common Shares by
Holder; and
(d) to indemnify the Company, its officers, directors,
employees, agents, representatives and affiliates, and each person, if any,
who controls the Company within the meaning of the Securities Act, and each
other person, if any, subject to liability because of his or her connection
with the Company, against any and all losses, claims, damages, actions,
liabilities, costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of material fact contained in either the
Registration Statement or the prospectus contained therein, or any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if and to the extent
that such statement or omission was based upon information regarding such
Holder or its plan of distribution which was furnished to the Company in
writing by such Holder for use therein, or (ii) the failure by such Holder to
deliver or cause to be delivered the prospectus contained in the Registration
Statement (as amended or supplemented, if applicable) furnished by the Company
to such Holder to any purchaser of the Common Shares covered by the
Registration Statement from such Holder.
Notwithstanding the foregoing, (i) in no event xxxx Xxxxxx have any
obligation under this Section 6 for amounts the Company pays in settlement of
any such loss, claim, damage, liability or action if such settlement is
effected without the consent of such Holder (which consent shall not be
unreasonably withheld) and (ii) the total amount for which Holder shall be
liable under this Section 6 shall not in any event exceed the aggregate net
proceeds received by him, her or it from the sale of such Holder's Common
Shares in such registration. The obligations of the Holder under this Section
6 shall survive the completion of any offering of Common Shares pursuant to a
Registration Statement under this Agreement or otherwise and shall survive the
termination of this Agreement.
-5-
SECTION 7 SUSPENSION OF THE REGISTRATION STATEMENT.
(a) The Company shall promptly notify Holder of, and confirm
in writing, the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose. The Company shall use reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement as soon as practicable.
(b) Notwithstanding anything to the contrary set forth in
this Agreement, the Company's obligation under this Agreement to use
reasonable efforts to cause the Registration Statement and any filings with
any state securities commission to be made or to become effective or to amend
or supplement the Registration Statement shall be suspended in the event and
during such period pending negotiations relating to, or consummation of, a
transaction or the occurrence of an event that would require additional
disclosure of material information by the Company in the Registration
Statement or such filing (such circumstances being hereinafter referred to as
a "Suspension Event") that would make it impractical or unadvisable to cause
the Registration Statement or such filings to be made or to become effective
or to amend or supplement the Registration Statement, but such suspension
shall continue only for so long as such event or its effect is continuing but
in no event will that suspension exceed forty-five (45) days.
SECTION 8 BLACK-OUT PERIOD.
Following the effectiveness of the Registration Statement and the
filings with any state securities commissions, the Holder agrees that it will
not effect any sales of the Common Shares pursuant to the Registration
Statement or any such filings at any time after it has received notice from
the Company to suspend sales (i) as a result of the occurrence or existence of
any Suspension Event, or (ii) so that the Company may correct or update the
Registration Statement or such filing pursuant to Section 2(c) or 2(d). The
Company shall promptly take all reasonable measures to allow the Holder to
recommence the sale of its Common Shares pursuant to the Registration
Statement and the period of time during which sales are suspended shall toll
the calculation of the period of time during which any Registration Statement
shall remain effective. The Holder may recommence effecting sales of the
Common Shares pursuant to the Registration Statement or such filings following
further notice to such effect from the Company, which notice shall be given by
the Company not later than five (5) business days after the conclusion of any
such Suspension Event or the date the Company has corrected or updated the
Registration Statement or such filing pursuant to Section 2(c) or 2(d).
SECTION 9 ADDITIONAL SHARES.
Subject to Section 1(d) above, the Company, at its option, may
register, under any registration statement and any filings with any state
securities commissions filed pursuant to this Agreement, any number of
unissued shares of its common stock or any shares of its common stock owned by
any other shareholder or shareholders of the Company.
-6-
SECTION 10 CONTRIBUTION.
If the indemnification provided for in Sections 5 and 6 is
unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or
expenses in such proportion as is appropriate to reflect the relative fault of
the Company, on the one hand, and Holder, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims,
damages, actions, liabilities, costs or expenses as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Holder, on the other hand, shall be determined by reference to,
among other factors, whether the untrue or alleged untrue statement of a
material fact or omission to state a material fact relates to information
supplied by the Company or by the Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; PROVIDED, HOWEVER, that in no event shall the
obligation of any indemnifying party to contribute under this Section 10
exceed the amount that such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under
Sections 5 or 6 hereof had been available under the circumstances.
The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this Section 10 were determined by PRO
RATA allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
SECTION 11 NO OTHER OBLIGATION TO REGISTER.
Except as otherwise expressly provided in this Agreement, the Company
shall have no obligation to the Holder to register the Preferred Shares or the
Common Shares under the Securities Act.
SECTION 12 AMENDMENTS AND WAIVERS.
The provisions of this Agreement may not be amended, modified or
supplemented without the prior written consent of each of the Company and
Holders holding in excess of 50% of the Common Shares that are subject to this
Agreement and the Registration Statement at that time.
-7-
SECTION 13 NOTICES.
Except as set forth below, all notices and other communications
provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally or sent by facsimile, registered
or certified mail (return receipt requested), postage prepaid, or courier or
overnight delivery service to the Company at the following addresses and to
the Holder at the address set forth on his or her signature page to this
Agreement (or at such other address for any party as shall be specified by
like notice, provided that notices of a change of address shall be effective
only upon receipt thereof), and further provided that in case of directions to
amend the Registration Statement pursuant to Section 2(b) or Section 6, Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:
IF TO THE COMPANY: FBL Financial Group, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, CEO
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxx, Xxxxxxxxxx & Xxxx
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
SECTION 14 SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. This Agreement may not be assigned by
Holder and any attempted assignment hereof by Holder will be void and of no
effect and shall terminate all obligations of the Company hereunder with
respect to such Holder; except that if the Holder liquidates and distributes
its assets to its sole stockholder, The Kansas Farm Bureau ("KFB") and KFB
thereby acquires ownership of the Preferred Shares or the Common Shares, KFB
shall thereafter have all of the rights and obligations of the Holder pursuant
to this Agreement.
SECTION 15 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
-8-
SECTION 16 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Iowa applicable to contracts made and to be performed
wholly within said State.
SECTION 17 SEVERABILITY.
In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
SECTION 18 ENTIRE AGREEMENT.
This Agreement is intended by the parties as a final expression of
their agreement and intended to be the complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect
to such subject matter. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
COMPANY:
FBL Financial Group, Inc.
By:
---------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
HOLDER:
Kansas Farm Bureau Services, Inc.
By:
---------------------------------------------
Name:
Title:
-9-
HOLDER:
Kansas Farm Bureau Life Insurance Company, Inc.
By:
---------------------------------------------
Name:
Title:
Agreement upon Assignment
The Kansas Farm Bureau ("KFB") hereby agrees that if and when the
foregoing Agreement is distributed or otherwise assigned to it by the Holders,
that KFB shall be deemed to have assumed and agreed to perform all of the
obligations of the Holders set forth in this Agreement. Upon such assignment,
the Company agrees that KFB shall be entitled to all benefits thereof.
The Kansas Farm Bureau
By:
---------------------------------------------
Name:
Title:
-10-
