Document
false0001012771 0001012771 2020-10-14 2020-10-14


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): October 14, 2020

Commission File Number: 1-11917
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FBL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Iowa
42-1411715
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
5400 University Avenue,
West Des Moines,
Iowa
50266-5997
(Address of principal executive offices)
(Zip Code)
 
 
 
 
 
 
 
 
(515)
225-5400
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, without par value
FFG
New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 7.01 Regulation FD Disclosure

On October 14, 2020, FBL Financial Group, Inc. (the “Company”) issued a news release announcing that its Special Committee of the Board of Directors of the Company has retained legal counsel and a financial advisor in connection with the Special Committee’s review, evaluation and response to the non-binding proposal received by the Company from Farm Bureau Property & Casualty Insurance Company (“FBPCIC”) dated September 4, 2020 to acquire all of the outstanding shares of Class A common stock and Class B common stock of the Company that are not owned by FBPCIC or the Iowa Farm Bureau Federation. The full text of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
99.1
104
Cover Page Interactive Data File formatted as iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 14, 2020                    FBL FINANCIAL GROUP, INC.

By    /s/ Donald J. Seibel
Donald J. Seibel
Chief Financial Officer



Exhibit
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FBL Financial Group Announces Special Committee
Retention of Legal Counsel and Financial Advisor
 

West Des Moines, Iowa, October 14, 2020 - FBL Financial Group, Inc. (NYSE: FFG) (the “Company”) announced today that its Special Committee of the Board of Directors of the Company has retained Sidley Austin LLP as its legal counsel and Barclays Capital Inc. as its financial advisor in connection with its review, evaluation and response to the non-binding proposal (the “Proposal”) received by the Company from Farm Bureau Property & Casualty Insurance Company (“FBPCIC”) dated September 4, 2020 to acquire all of the outstanding shares of Class A common stock and Class B common stock of the Company that are not owned by FBPCIC or the Iowa Farm Bureau Federation.

The Company cautions its shareholders and others considering trading in the Company’s securities that the Company only recently received the Proposal and that the Company’s Board of Directors has not made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any agreement with respect to the proposed transaction will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.

About FBL Financial Group
FBL Financial Group is a holding company with the purpose to protect livelihoods and futures. Operating under the consumer brand name Farm Bureau Financial Services, its affiliates offer a broad range of life insurance, annuity and investment products distributed by multiline exclusive Farm Bureau agents. Helping complete the financial services offering, advisors offer wealth management and financial planning services. In addition, FBL Financial Group manages all aspects of two Farm Bureau affiliated property-casualty insurance companies for a management fee. Headquartered in West Des Moines, Iowa, FBL Financial Group is traded on the New York Stock Exchange under the symbol FFG. For more information, please visit www.fblfinancial.com and www.fbfs.com.

Cautionary Note Regarding Forward-Looking Statements
This news release contains, and certain oral statements made by our representatives from time to time may contain, certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Company and include the possibility that discussions with FBPCIC may not be successful and the possibility that the proposed transaction may not be entered into or completed on the terms described in the Proposal or at all, including as a result of changes in the business or prospects of the Company or FBPCIC. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q and the other reports that the Company files with the Securities and Exchange Commission from time to time. Any forward-looking statements herein are made only as of the date of this news release. Except as required under applicable law, the Company assumes no obligation to publicly update any forward-looking statements.

Investor Relations Contact
Kathleen Till Stange, Vice President Corporate & Investor Relations
(515) 226-6780, Kathleen.TillStange@FBLFinancial.com


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v3.20.2
Document and Entity Information Document
Oct. 14, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 14, 2020
Entity File Number 1-11917
Entity Registrant Name FBL FINANCIAL GROUP, INC.
Entity Incorporation, State or Country Code IA
Entity Tax Identification Number 42-1411715
Entity Address, Address Line One 5400 University Avenue,
Entity Address, City or Town West Des Moines,
Entity Address, State or Province IA
Entity Address, Postal Zip Code 50266-5997
City Area Code (515)
Local Phone Number 225-5400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, without par value
Trading Symbol FFG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001012771
Amendment Flag false