-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUCeUzTYtGmI9Z3ev1OP95iTNYk6CXHOhwRrKN0pUgHEgyEX2xLeOzfSQucrde4z sikhh8S/LdREzG+Xrhd30A== 0001193125-05-073496.txt : 20050411 0001193125-05-073496.hdr.sgml : 20050411 20050411104202 ACCESSION NUMBER: 0001193125-05-073496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FIRE & CASUALTY CO CENTRAL INDEX KEY: 0000101199 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 420644327 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-39621 FILM NUMBER: 05743043 BUSINESS ADDRESS: STREET 1: 118 SECOND AVE SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 BUSINESS PHONE: 3193995700 MAIL ADDRESS: STREET 1: P O BOX 73909 CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 8-K 1 d8k.htm FORM 8-K Form 8-K

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): April 11, 2005

 


 

United Fire & Casualty Company

(Exact name of registrant as specified in its charter)

 


 

Iowa   2-39621   42-0644327
(State or Other Jurisdiction
of Incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

 

118 Second Avenue, S.E., Cedar

Rapids, Iowa

  52407
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 319-399-5700

 


 

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:

 

¨ 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))

 



Item 8.01. Other Events

 

On April 11, 2005 we issued a press release announcing the redemption of our 6.375% Convertible Preferred Stock, Series A. The release is furnished as Exhibit 99.1 hereto.

 

By filing this current report on Form 8-K, United Fire & Casualty Company is undertaking to meet the requirements of Rule 416(a) with respect to its Registration Statements No. 333-83446. Under Rule 416(a), if a registration statement purports to register securities to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions, that registration statement is deemed, unless otherwise expressly provided, to cover the additional securities to be offered or issued in connection with any such provision.

 

Registration Statement No. 333-83446 became effective on May 6, 2002 and registered 2,760,000 shares of 6.375% Convertible Preferred Stock, Series, A. This Preferred Stock is convertible into common stock. Pursuant to Rule 416(a), this Registration Statement is deemed to cover the additional shares of common stock that are issuable upon conversion of Preferred Stock as a result of the stock dividend.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Exhibits.

 

The following exhibits are furnished herewith.

 

Exhibit 99.1   Press Release, dated April 11, 2005, announcing the redemption of our 6.375% Convertible Preferred Stock, Series A.


Signatures

 

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.

 

United Fire & Casualty Company
(Registrant)
April 11, 2005
(Date)

/s/ Kent G. Baker


Kent G. Baker, Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

TO:   FROM:   Scott McIntyre, Jr., Chairman
FOR IMMEDIATE RELEASE   DATE:   April 11, 2005

 

United Fire & Casualty Company Announces Redemption of its

6.375% Convertible Preferred Stock, Series A

 

At a special meeting on April 8, 2005, the Board of Directors voted unanimously to redeem our 6.375% Convertible Preferred Stock, Series A (“Preferred Stock”). According to its terms, we may redeem the Preferred Stock at our option any time after May 15, 2005. The Board has set Monday, May 16, 2005 as the Redemption Date.

 

On the Redemption Date, we will redeem any shares of Preferred Stock not previously converted by shareholders. The Redemption Price is $26.02 per share (the liquidation preference of $25; plus accrued and unpaid dividends through, but excluding, May 16, 2005 of $.27; plus a premium of $.75, which is three percent (3%) of the liquidation preference).

 

The current conversion price of our Preferred Stock is $20.13 per share. The current conversion rate of our Preferred Stock is 1.242 shares of common stock for each share of Preferred Stock. Holders of shares of Preferred Stock may convert them at any time prior to 5:00 p.m., Cedar Rapids, Iowa time, on Friday, May 13, 2005.

 

If you have questions regarding the conversion or redemption of the Preferred Stock you can address them to our transfer agent, Computershare Investor Service, LLC, at (800) 245-7630, or by calling our Investor Relations Department at (800) 553-7937 extension 2535.

 

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 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 projected. Such forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry in which we operate, management’s beliefs and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “continues,” “seeks,” “estimates,” “predicts,” “should,” “could,” “may,” “will continue,” “will be,” “will promote,” “might,” “hope,” “encouraging,” “optimistic” and variations of such words and similar expressions are intended to identify such 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. Among the factors that could cause our actual outcomes and results to differ are the following: inherent uncertainties with respect to loss reserving; the occurrence of catastrophic events or other insured or reinsured events with a frequency or severity exceeding our estimates; the actual amount of new and renewal business and demand for our products and services; the competitive environment in


which we operate, including price, product and service competition; developments in domestic and global financial markets that could affect our investment portfolio and financing plans; impact of regulatory actions on our Consolidated Financial Statements; uncertainties relating to government and regulatory policies; additional government and NASDAQ policies relating to corporate governance, and the cost to comply; legal developments; changing rates of inflation, interest rates and other economic conditions; a continuation or worsening of domestic and global economic conditions; our relationship with our agencies; the valuation of invested assets; the recovery of deferred acquisition costs; or our relationship with our reinsurers. These 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 their dates. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, 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.

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