-----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, CUGWFfBAkH+Rvm+uLS1i0FIgxD+EA9+f40apgCHUB3n28nV+rWzhTdUCdmmvEJaK wfbr9T/xdli6ABDt43hcSA== 0000940180-99-000425.txt : 19990419 0000940180-99-000425.hdr.sgml : 19990419 ACCESSION NUMBER: 0000940180-99-000425 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990416 GROUP MEMBERS: NEW YORK FARM BUREAU SERVICE CO INC GROUP MEMBERS: NEW YORK FARM BUREAU, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARM FAMILY HOLDINGS INC CENTRAL INDEX KEY: 0001013564 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 141789227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48967 FILM NUMBER: 99596330 BUSINESS ADDRESS: STREET 1: 344 RT 9W CITY: GLENMONT STATE: NY ZIP: 12077 BUSINESS PHONE: 5184315000 MAIL ADDRESS: STREET 1: PO BOX 656 CITY: ALBANY STATE: NY ZIP: 12201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK FARM BUREAU SERVICE CO INC CENTRAL INDEX KEY: 0001083871 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 156018536 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 344 ROUTE 9W CITY: GLEMNONT STATE: NY ZIP: 12077 MAIL ADDRESS: STREET 1: 344 ROUTE 9W CITY: GLENMONT STATE: NY ZIP: 12077 SC 13D 1 SCHEDULE 13D -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response...14.9 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Farm Family Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 307901108 - ------------------------------------------------------------------------------- (CUSIP Number) Jeffery H. Kirby, Esq., Administrator and Secretary/Treasurer New York Farm Bureau Service Company, Inc. Route 9W, Glenmont, NY 12077 (518) 436-8495 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 6, 1999 -------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - --------------------------------- CUSIP No. 307901108 --------- - --------------------------------- - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New York Farm Bureau Service Company, Inc. - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 341,599 shares BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH None REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 341,599 shares --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,599 shares - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - --------------------------------- CUSIP No. 307901108 --------- - --------------------------------- - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New York Farm Bureau, Inc. - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) [_] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 341,599 shares BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH None REPORTING ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 341,599 shares ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,599 shares - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable [_] - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer - ------ ------------------- This statement relates to the Common Stock, par value $.01 per share (the "Common Stock") of Farm Family Holdings, Inc., a Delaware corporation (the "Issuer"), which has its principal executive offices at 344 Route 9W, Glenmont, NY 12077. Item 2. Identity and Background - ------ ----------------------- This Statement is filed by New York Farm Bureau Service Company, Inc., a New York corporation (the "Service Company"), and New York Farm Bureau, Inc., a New York corporation ("NYFB"). The Service Company is a privately-held corporation and a wholly-owned subsidiary of NYFB which engages in no activities apart from holding the Common Stock and other preferred stock. The Service Company's principal business and office address is Route 9W, Glenmont, NY 12077. NYFB is a not-for-profit corporation engaged in supporting farming and agriculture in New York State. The principal business and office address of NYFB is Route 9W, Glenmont, NY 12077. Information with respect to the executive officers and directors of the Service Company and NYFB, including (a) name, (b) business address, (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and (d) citizenship, is listed on the Schedules attached hereto as Annexes A and B, respectively, which are incorporated herein by reference. Neither the Service Company or NYFB, nor, to the best of their knowledge, any executive officer or director of any of them, has during the last five years been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or other Consideration - ------ ------------------------------------------------- The Issuer and the Service Company entered into an Amended and Restated Option Purchase Agreement dated February 26, 1998, as amended by Amendment No. 1 dated April 28, 1998, and as further amended by Amendment No. 2 dated January 14, 1999 (the "Amended and Restated Option Purchase Agreement"), and also entered into an Agreement and Plan of Reorganization dated February 26, 1998 (the transactions contemplated by the foregoing hereafter collectively referred to as the "Reorganization"). The Amended and Restated Option Purchase Agreement and the Agreement and Plan of Reorganization dated February 26, 1998 are qualified by reference to the full text of these agreements which are referred to as Exhibit 2 and Exhibit 3 respectively. Under the Reorganization, the Issuer acquired from the Service Company all of its 23,783 shares of the common stock of Farm Family Life Insurance Company (the "Life Insurance Company") representing 39.631 percent of the Life Insurance Company's issued and outstanding shares. The remaining issued and outstanding shares in the Life Insurance Company were acquired by the Issuer from the other parties to the Amended and Restated Option Purchase Agreement. In consideration for the Service Company's 23,783 shares of the common stock of the Life Insurance Company, the Service Company received 339,578 shares of Common Stock and 64,682 shares of 6-1/8% Voting Preferred Stock, Series A (the "Preferred Stock") of the Issuer. Item 4. Purpose of Transaction - ------ ---------------------- The Service Company acquired an aggregate 339,578 shares of Common Stock and 64,682 shares of Preferred Stock of the Issuer as consideration for the sale of the Service Company's interest in the Life Insurance Company to the Issuer. The remaining shareholders of the Life Insurance Company also received shares of Common and Preferred Stock from the Issuer in exchange for and in proportion to their respective interests in the Life Insurance Company. As an integral part of the Reorganization, and as contemplated by the Amended and Restated Option Purchase Agreement, the Service Company will distribute (the "Transfer") all of its assets in liquidation to NYFB, including the Common and Preferred Stock received from the Issuer, in accordance with the terms of the Agreement and Plan of Reorganization dated February 26, 1998. NYFB will hold the Issuer's stock as an investment and is limited by law in its right to resell the stock. No dissolution of NYFB is contemplated. Subject to the foregoing and to the Transfer, neither the Service Company nor NYFB has any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer - ------ ------------------------------------ (a) As of the date hereof and subject to the arrangements described in Item 6 below, the Service Company is the direct beneficial owner of 341,599 shares of Common Stock of the Issuer, representing approximately 5.6% of the issued and outstanding shares of the Common Stock of the Issuer. NYFB is the indirect beneficial owner of such 341,599 shares of Common Stock of the Issuer, representing approximately 5.6% of the issued and outstanding shares of the Common Stock of the Issuer. To the best knowledge of the Service Company and NYFB, two of the executive officers of both corporations (who are not directors) beneficially own Common Stock of the Issuer other than in their capacity as executive officers of such corporations. John W. Lincoln, President of the Service Company and President of NYFB, owns 167 shares of Common Stock of the Issuer, which includes 113 shares as to which voting and investment power are shared with S. Anne Lincoln, representing approximately .00002% of the issued and outstanding shares of the Common Stock of the Issuer. Jon R. Greenwood, Vice President of the Service Company and Vice President of NYFB, owns 1,479 shares of Common Stock of the Issuer, as to which voting and investment power are shared with Linda R. Greenwood, representing approximately .0002% of the issued and outstanding shares of the Common Stock of the Issuer. (b) The Service Company has the power to vote or to direct the vote and the power to dispose or to direct the disposition of the 341,599 shares of Common Stock of the Issuer which it beneficially owns. To the best knowledge of the Service Company and NYFB, none of their respective executive officers or directors has the power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Common Stock beneficially owned by such corporations (other than in his or her capacity as an executive officer or director of such corporations). (c) Other than the acquisition of the 339,578 shares of Common Stock of the Issuer pursuant to the Reorganization, neither the Service Company nor NYFB has effected any transactions in the Common Stock of the Issuer in the past 60 days. To the best knowledge of the Service Company and NYFB, none of their respective executive officers or directors has effected any transactions in shares of the Common Stock of the Issuer during the past 60 days. (d) Subject to the arrangements described in Item 6 below, to the best knowledge of the Service Company and NYFB, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Common Stock of the Issuer beneficially owned by such corporations. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings - ------ or Relationships with Respect to Securities of the Issuer --------------------------------------- Except as described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Service Company and NYFB or, to the best of their knowledge, any executive officer or director of either of them and any other person with respect to any securities of the Issuer, including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Pursuant to the Reorganization, the Issuer has agreed that the Service Company may transfer record ownership of the 339,578 shares of Common Stock of the Issuer held by the Service Company to NYFB in liquidation. The Service Company intends to do so. Pursuant to the Registration Rights Agreement dated as of April 6, 1999 between the Issuer and the shareholders of the Issuer including the Service Company (the "Registration Rights Agreement"), the Service Company is entitled to certain registration rights with respect to the shares beneficially owned by the Service Company. The description of the Registration Rights Agreement is qualified by reference to the full text of the agreement which is included as Exhibit 4 to this filing. Item 7. Material to Be Filed as Exhibits - ------ -------------------------------- 1. Written Agreement of the Service Company and NYFB relating to the filing of this Amendment as required by Rule 13d-l(f). 2. Amended and Restated Option Purchase Agreement dated as of February 26, 1998, as amended, between the Issuer, the Service Company and the remaining shareholders of the Life Insurance Company.* 3. Agreement and Plan of Reorganization dated as of February 26, 1998, between the Issuer and the Service Company. 4. Registration Rights Agreement dated as of April 6, 1999, between the Issuer and the shareholders of the Issuer including the Service Company. * This document was filed with the Securities and Exchange Commission by the Issuer as Annex A to its Proxy Statement Regarding Special Meeting on Form DEFS14A filed on February 23, 1999, and is incorporated herein by reference. Signature - --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, correct and complete. New York Farm Bureau Service Company, Inc. April 16, 1999 By: /s/ Jeffery H. Kirby ------------------------------- Jeffery H. Kirby Administrator and Secretary / Treasurer New York Farm Bureau, Inc. April 16, 1999 By: /s/ Jeffery H. Kirby ------------------------------- Jeffery H. Kirby Administrator and Secretary / Treasurer Annex A ------- NEW YORK FARM BUREAU SERVICE COMPANY, INC.
Name and Business Address (all business addresses are: New York Farm Bureau Service Company, Inc. Route 9W Glenmont, NY 12077 unless otherwise indicated) Present Principal Occupation or Citizenship - ---------------------------- Employment DIRECTORS Paul Zittel Farmer USA W. Bruce Krenning Farmer USA Norbert Amberg Farmer USA Robert Chadeayne Farmer USA April Martin Farmer USA Douglas W. Shelmidine Farmer USA Onalie Beckstead Farmer USA Christine K. Nellis Farmer USA Roger Hamilton Farmer USA Roderick O. Dressel, Jr. Farmer USA Lyle C. Wells Farmer USA Judi Whittaker Farmer USA Dale Mattoon Farmer USA EXECUTIVE OFFICERS (who are not Directors) John W. Lincoln Farmer USA President Jon R. Greenwood Farmer USA Vice President Jeffery H. Kirby Administrator USA Administrator and Secretary/Treasurer Leslie R. Miller Director of Finance USA Assistant Treasurer
Annex B ------- NEW YORK FARM BUREAU, INC.
Name and Business Address (all business addresses are: New York Farm Bureau, Inc. Route 9W Glenmont, NY 12077 unless otherwise indicated) Present Principal Occupation or Citizenship - --------------------------- Employment DIRECTORS Paul Zittel Farmer USA W. Bruce Krenning Farmer USA Norbert Amberg Farmer USA Robert Chadeayne Farmer USA April Martin Farmer USA Douglas W. Shelmidine Farmer USA Onalie Beckstead Farmer USA Christine K. Nellis Farmer USA Roger Hamilton Farmer USA Roderick O. Dressel, Jr. Farmer USA Lyle C. Wells Farmer USA Judi Whittaker Farmer USA Dale Mattoon Farmer USA EXECUTIVE OFFICERS (who are not Directors) John W. Lincoln Farmer USA President Jon R. Greenwood Farmer USA Vice President Jeffery H. Kirby Administrator USA Administrator and Secretary/Treasurer Leslie R. Miller Director of Finance USA Assistant Treasurer
EXHIBIT INDEX -------------
Exhibit Document Page No. - -------- ------------------------------------------------------------- ----------- 1 Written Agreement of the Service Company and NYFB relating to [ 1 ] the filing of this Amendment as required by Rule 13d-l(f). 2 Amended and Restated Option Purchase Agreement dated as of February 26, 1998, as amended, between the Issuer, the Service Company and the remaining shareholders of the Life Insurance Company.* 3 Agreement and Plan of Reorganization dated as of February 26, [ 2 ] 1998, between the Issuer and the Service Company. 4 Registration Rights Agreement dated as of April 6, 1999, [ 12 ] between the Issuer and the shareholders of the Issuer including the Service Company. * This document was filed with the Securities and Exchange Commission by the Issuer as Annex A to its Proxy Statement Regarding Special Meeting on Form DEFS14A filed on February 23, 1999, and is incorporated herein by reference.
EX-99.1 2 WRITTEN AGREEMENT OF THE SERVICE COMPANY Exhibit 1 --------- The undersigned agree that the foregoing Statement on Schedule 13D, dated April 16, 1999 is being filed with the Securities and Exchange Commission on behalf of New York Farm Bureau Service Company, Inc., a New York corporation, and New York Farm Bureau, Inc., a New York not-for-profit corporation. New York Farm Bureau Service Company, Inc. April 16, 1999 By: /s/ Jeffery H. Kirby --------------------------------- Jeffery H. Kirby Administrator and Secretary/Treasurer New York Farm Bureau, Inc. April 16, 1999 By: /s/ Jeffery H. Kirby --------------------------------- Jeffery H. Kirby Administrator and Secretary/Treasurer EX-99.3 3 AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 3 AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------ AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of February 26, 1998, by and between Farm Family Holdings, Inc. ("FFH") and New York Farm Bureau Service Company, Inc.(the "Company"), W I T N E S S E T H: - - - - - - - - - - WHEREAS, FFH and the Company are parties to that certain Option Purchase Agreement, dated as of February 14, 1996, as amended by Amendment No. 1, dated as of April 22, 1997, and as further amended by and restated as the Amended and Restated Option Purchase Agreement, dated as of February 26, 1998 (the "Option Agreement") pursuant to which FFH has the option to acquire from the Company all shares of stock in Farm Family Life Insurance Company ("Life") held by the Company (the "Option"), such shares representing substantially all of the assets of the Company, in exchange for FFH Common Stock and FFH Voting Preferred Stock (collectively, the "FFH Stock"); WHEREAS, on April 30, 1997 FFH first notified the Company that it proposes to exercise the Option; WHEREAS, FFH thereafter engaged Salomon Brothers Inc. ("Salomon") to determine the "Fair Market Value per Share" of the Life stock, pursuant to section 3(a) of the Option Agreement; WHEREAS, following receipt of Salomon's valuation of the Life stock (the "Optionee Valuation"), FFH provided the Company with a copy of the Optionee Valuation and notice that it continued to propose to exercise the Option, in accordance with section 3(a) of the Option Agreement; WHEREAS, the Company and the other shareholders of Life (collectively, the "Shareholders") disagreed with the Optionee Valuation and hired Donaldson, Lufkin & Jenrette Securities Corp. to value the Life stock (the "Shareholder Valuation"); WHEREAS, FFH disagreed with the Shareholder Valuation, and the parties have endeavored to resolve their valuation differences pursuant to section 3 of the Option Agreement; WHEREAS, concurrent herewith the parties have amended and restated the Option Agreement; WHEREAS, upon issuance of a notice of election to exercise the Option (the "Exercise Notice") pursuant to section 4(a) of the Option Agreement, FFH shall be bound to acquire the Company's shares of stock in Life in exchange for the FFH Stock in accordance with the terms of the Option Agreement, subject only to (i) the approval of the shareholders of FFH as provided for in section 14 thereof and (ii) the satisfaction of the closing conditions set forth in section 7(a) thereof, and provided that the Option Agreement is not terminated pursuant to section 16 thereof; WHEREAS, in order to obtain the approval of its shareholders, FFH is required to issue a proxy statement to its shareholders seeking their approval; and WHEREAS, the parties wish to set forth their understanding of certain matters pertaining to the acquisition by FFH of the Life stock held by the Company; NOW, THEREFORE, in consideration of the foregoing and the respective covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, provided FFH shall have issued the Exercise Notice, the parties hereto agree as follows: 1. Following receipt of the Exercise Notice, (i) the Board of Directors of the Company shall adopt a resolution generally in the form of Exhibit A attached hereto (or such comparable form of resolution that effects the same result), authorizing the Company to distribute all of its assets in liquidation as part of an overall plan of reorganization, (ii) the Company shall adopt a Plan of Distribution generally in the form of Exhibit B attached hereto (or such comparable form of plan of distribution that effects the same result) and (iii) in due 2 course the Company shall seek the approval of its shareholders therefor. 2. FFH shall prepare a proxy statement for the purpose of obtaining shareholder approval of the acquisition of the Life stock pursuant to the Option Agreement, and shall provide the Company and its counsel a reasonable opportunity for review and comment. 3. Following FFH shareholder approval and the satisfaction or waiver of the other closing conditions set forth in the Option Agreement, the exchange of shares will close (the "Closing") in accordance with the terms of the Option Agreement. 4. Following receipt of the FFH Stock, as an integral part of the plan of reorganization described in this Agreement, the Company shall distribute all of its assets in liquidation in accordance with the Plan of Distribution, provided that (i) the Company -------- shall have obtained any requisite shareholder approvals and (ii) any conditions to dissolution pursuant to the Plan of Distribution shall have been satisfied (or waived in the sole discretion of the Board of Directors of the Company). 5. (a) It is the intent of the parties hereto that the transactions contemplated hereby will qualify as a "reorganization" within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties hereby agree, provided steps 1 through 4 above shall have been completed as contemplated, to file their tax returns in a manner consistent with such classification and otherwise to act in a manner consistent therewith. (b) Upon advance written notice, the Company shall grant FFH reasonable access to information contained in the records and files of the Company concerning its federal income tax attributes as the same shall be 3 relevant to FFH under sections 362 and 381 of the Code. 6. (a) The parties agree to execute such other documents and to take such other actions or corporate proceedings as may be necessary or desirable to carry out the terms hereof. (b) FFH further agrees to deliver, at Closing, a representation letter in the form previously agreed upon by counsel to the parties (subject to such revisions as unforeseen circumstances occurring hereafter may require) so as to facilitate the rendering of an opinion by tax counsel to the Company as to the federal income tax consequences of the transactions contemplated hereby. 7. The parties may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing. 8. This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the 4 same instrument and which shall be effective as of the date first above written. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. FARM FAMILY HOLDINGS, INC. By ________________________ Name: Title: Date: NEW YORK FARM BUREAU SERVICE COMPANY, INC. By ________________________ Name: Title: Date: 5 Exhibit A --------- BOARD OF DIRECTORS RESOLUTION OF NEW YORK FARM BUREAU SERVICE COMPANY, INC. The Board of Directors (the "Board") of New York Farm Bureau Service Company, Inc., a New York corporation (the "Company"), hereby adopts the following resolution: RESOLVED, that the Company be voluntarily dissolved pursuant to the Plan of Distribution of the Company approved by the Board of Directors of the Company and in accordance with Section 1001 of the Business Corporation Law of the State of New York; provided, however, that, unless otherwise -------- ------- determined by the Board, no such dissolution under the Plan of Distribution shall take place unless the Company has obtained a satisfactory tax opinion of Dewey Ballantine LLP as to the federal income tax consequences of the acquisition by Farm Family Holdings, Inc. of the stock of Farm Family Life Insurance Company held by the Company and the distribution of assets in liquidation of the Company following such acquisition as contemplated hereby; and FURTHER RESOLVED, that the proper officers of the Company be, and they hereby are, authorized and directed, in the name of and on behalf of the Company, to execute and deliver a certificate of dissolution of the Company, and to execute and deliver such other agreements, certificates and documents as are contemplated by the immediately preceding resolution, in the forms approved by the officers of the Company executing such instruments, such approval to be conclusively evidenced by such officer's execution thereof. Dated: ______________ 6 Exhibit B --------- NEW YORK FARM BUREAU SERVICE COMPANY, INC. AMENDED PLAN OF DISTRIBUTION This Plan of Distribution (the "Plan") is for the purpose of effecting the dissolution and distribution of assets in liquidation of New York Farm Bureau Service Company, Inc., a New York corporation (the "Company"), following the closing of the Acquisition (as defined in Section 4 below) in accordance with and pursuant to the provisions of the New York Business Corporation Law ("NYBCL") and Section 368(a) of the Internal Revenue Code of 1986, as amended, in substantially the following manner: 1. Effective Date. Subject to Section 9 below, the Plan shall become -------------- effective after the date (the "Effective Date") as of which both of the following shall have occurred: (a) the adoption of the Plan by the affirmative vote of the sole holder of the outstanding shares of the stock of the Company (the "Shareholder") and (b) the closing of the Acquisition (as defined in Section 4 below), it being the express contemplation of this Plan that the shareholder approval described in clause (a) hereof shall occur in advance of, and conditional on, the closing described in clause (b) hereof. 2. Cessation of Business. After the Effective Date, the Company shall not --------------------- engage in any business activities except for the purposes of (i) prosecuting or defending lawsuits by or against the Company, (ii) enabling the Company gradually to settle and close its business, dispose of and convey its property, discharge liabilities and wind up its business affairs and (iii) making the Liquidating Distribution (as hereinafter defined) and distributing its remaining assets, if any, in accordance with the Plan. The Board of Directors of the Company (the "Board") and, at its pleasure, the officers, shall continue in office solely for these purposes. After a certificate of dissolution of the Company (the "Certificate of Dissolution") is filed with the New York State Department of State, the Company will not plan to hold any further annual meetings of its Shareholders. 3. Dissolution. As promptly as practicable after the Effective Date and upon ----------- the filing of the Certificate of Dissolution with the New York State Department of State, the Company shall be dissolved pursuant to Section 1003 of the NYBCL. 4. Disposition of Assets. As part of an overall plan of reorganization, the --------------------- Company has entered into (a) the Option Purchase Agreement dated as of February 14, 1996 (as amended by Amendment No.1 dated as of April 22, 1997, as further amended by and restated as the Amended and Restated Option Purchase Agreement dated as of February 26, 1998 and as further amended by Amendment No. 1 dated as of April 28, 1998) between the Company (as a shareholder of Farm Family Life Insurance 7 Company ("FF Life"), a New York domiciled stock life insurance company)) and Farm Family Holdings, Inc., a Delaware corporation ("Holdings") providing Holdings with an option to acquire the Company's stockholdings in FF Life (such stockholdings constituting substantially all of the assets of the Company) in exchange for shares of Holdings Common Stock and Voting Preferred Stock (collectively, the "Holdings Shares") (the transaction by which Holdings acquires the FF Life stock is referred to herein as the "Acquisition") and (b) an Agreement and Plan of Reorganization between Holdings and the Company, dated as of February 26, 1998, setting forth the common understanding and agreement of the Company and Holdings as to certain matters pertaining to the Acquisition in the event Holdings shall exercise its option. This Plan is adopted pursuant to such Agreement and Plan of Reorganization. After the Effective Date, the Company shall have continuing authority to sell, lease, exchange or otherwise convert all or any part of its assets as contemplated by the terms and provisions of the Plan. 5. Payment of Debts. The Company shall pay or make proper provision for the ---------------- payment of all known or ascertainable liabilities of the Company, including all amounts estimated by the Board to be necessary, appropriate or desirable, in its absolute discretion, for the payment of estimated expenses, taxes and contingent liabilities (including expenses of dissolution, liquidation and termination of existence), all as provided under applicable law. 6. Liquidating Distribution. The Company shall distribute to the Shareholder ------------------------ all of its properties, including the Holdings Shares, subject to such liabilities as may exist (the "Liquidating Distribution"). The Liquidating Distribution may be made in a series of distributions and will be made in Holdings Shares (to the extent thereof) but otherwise may be in cash or kind, in such manner and at such time or times as the Board, in its absolute discretion (but subject to the requirements of New York law), may determine. 7. Cancellation of Stock. The Liquidating Distribution shall be in complete --------------------- redemption and cancellation of all of the outstanding common stock, no par value ("Common Stock"), of the Company. The Board may direct that the Company's stock transfer books be closed at the close of business on the record date fixed by the Board for the first or any subsequent installment of any Liquidating Distribution as the Board, in its absolute discretion, may determine (the "Record Date") and thereafter certificates representing Common Stock shall not be assignable or transferable on the books of the Company except by will, intestate succession or operation of law. The Shareholder shall surrender stock certificates (or, if so required by the Board in its absolute discretion, furnish indemnity bonds in case of lost or destroyed certificates) as a condition to its receipt of any Liquidating Distribution immediately following the Record Date. 8. Missing Shareholders. If any Liquidating Distribution to a Shareholder -------------------- cannot be made, whether because the Shareholder cannot be located, has not surrendered a certificate evidencing the Common Stock, as required hereunder, or for any other reason, then the distribution to which such Shareholder is entitled shall be transferred 8 to and deposited with the state official authorized by the laws of the State of New York to receive the proceeds of such distribution. The proceeds of such distribution shall thereafter be held solely for the benefit of and for ultimate distribution to such Shareholder as the sole equitable owner thereof and shall escheat to the State of New York or be treated as abandoned property in accordance with the laws of the State of New York. In no event shall the proceeds of any such distribution revert to or become the property of the Company. 9. Amendments. Notwithstanding the adoption of the Plan by the Company's ---------- Shareholder, the Board may modify or amend the Plan and, prior to the filing of the Certificate of Dissolution with the Department of State of the State of New York, may abandon the Plan, without further action by the Shareholder to the extent permitted by New York law. 10. Indemnification. The Company shall continue to indemnify its officers, --------------- directors, employees and agents in accordance with applicable law, its articles and bylaws and any contractual arrangements for actions taken in connection with the Plan and the winding up of the affairs of the Company. The Board and the trustees, in their absolute discretion, are authorized to obtain and maintain insurance for the benefit of such officers, directors, employees and agents to the extent permitted by law. 11. Power of Board of Directors. The Board and, if authorized by the Board, --------------------------- the officers, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider desirable to carry out the purposes of the Plan, including the execution and filing of all such certificates, documents, information returns, tax returns, and other documents which may be necessary or appropriate to implement the Plan. The Board may authorize such variations from or amendments to the provisions of the Plan as may be necessary or appropriate to effectuate the complete liquidation and dissolution of the Company and the distribution of its assets to its Shareholders in accordance with the NYBCL. The death, resignation, or other disability of any director or officer of the Company shall not impair the authority of the surviving or remaining director(s) or officer(s) to exercise any of the powers provided for in the Plan. Upon such death, resignation or other disability, the surviving or remaining director(s), or, if there be none, to the extent permitted by law the surviving or remaining officer(s) shall have authority to fill the vacancy or vacancies so created, but the failure to fill such vacancy or vacancies shall not impair the authority of the surviving or remaining director(s) or officer(s) to exercise any of the powers provided for in the Plan. In connection with and for the purpose of implementing and assuring completion of the Plan, the Company may, in the absolute discretion of the Board, pay to the Company's officers, directors and employees, or any of them, compensation or additional compensation above their regular compensation, in money or property, in recognition of the extraordinary efforts they, or any of them, will be required to undertake or actually undertake, in successful implementation of the Plan. Adoption of the Plan by the Shareholder shall constitute the approval of the Shareholder of the payment of any such compensation. The dissolution of the Company shall not subject its directors or officers to standards of conduct different from those prescribed by or pursuant to the 9 NYBCL. Compliance by the Company with the NYBCL shall protect the directors of the Company from personal liability to the claimants of the Company. IN WITNESS WHEREOF, New York Farm Bureau Service Company, Inc. has caused this Plan to be signed this ____ day of _______, 1998. NEW YORK FARM BUREAU SERVICE COMPANY, INC. By: _______________________ Name: _______________________ Title: _______________________ 10 EX-99.4 4 REGISTRATION RIGHTS AGREEMENT Exhibit 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 6, 1999, by and among FARM FAMILY HOLDINGS, INC., a Delaware corporation (the "Company"), and THE SHAREHOLDERS OF THE COMPANY set forth on the signature pages hereof (each, a "Shareholder" and collectively, the "Shareholders"). WHEREAS, each of the Shareholders is the owner of the number of shares of common stock, par value $.01 per share, of the Company (the "Common Stock") set forth opposite the name of such Shareholder on Exhibit A hereto (collectively, the "Shares"); and WHEREAS, pursuant to the Amended and Restated Option Purchase Agreement, dated as of February 26, 1998, as amended by Amendment No. 1, dated as of April 28, 1998, and Amendment No. 2, dated as of January 14, 1999 (as so amended, the "Option Purchase Agreement"), by and among the Company and each of the Shareholders, the Company agreed to grant to the Shareholders certain registration rights with respect to the Shares upon the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Demand Registration. ------------------- 1.1 Notice. Upon the terms and subject to the conditions set forth ------ herein, upon written notice by the holders of a majority of the Shares held by the Shareholders or their Permitted Transferees (as defined in Section 1.3) (the Shareholders and such Permitted Transferees being collectively referred to herein as the "Holders") requesting that the Company effect the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Shares held by such Holders, which notice shall specify the intended method or methods of disposition of such Shares, the Company will promptly give written notice of the proposed registration to all other Holders and will use its best efforts to effect (at the earliest possible date) the registration under the Securities Act of such Shares (and the Shares of any other Holders joining in such request as are specified in a written notice received by the Company within 20 days after receipt of the Company's written notice of the proposed registration) for disposition in accordance with the intended method or methods of disposition stated in such request; provided, however, that: -------- ------- (a) if the Company shall have previously effected a registration, the Company shall not be required to effect a registration pursuant to this Section 1 until 180 days shall have elapsed from the effective date of the most recent such previous registration; (b) if, upon receipt of a registration request pursuant to this Section 1, the Company is advised in writing, with a copy to the Holders of Shares proposed to be included in the offering (the "Selling Holders"), by a recognized independent investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any public offering of securities by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") that had been contemplated by the Company prior to the notice by the Holders requesting registration, the Company shall not be required to effect a registration pursuant to this Section 1 until the earliest of (i) 180 days after the completion of such Company Offering, (ii) the termination of any "blackout" period required by the underwriters, if any, to be applicable to the Holders in connection with such Company Offering, (iii) promptly after abandonment of such Company Offering or (iv) 180 days after the date of written notice by the Holders requesting registration; (c) if, while a registration request is pending pursuant to this Section 1, the Company determines in the good faith judgment of the general counsel of the Company that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the Company is unable to comply with the requirements of the Securities and Exchange Commission ("SEC"), the Company shall not be required to effect a registration pursuant to this Section 1 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 120 days after the Company makes such good faith determination; (d) subject to Section 2.3(b), Holders shall have the right to exercise registration rights pursuant to this Section 1 only once; and (e) the number of Shares registered pursuant to a registration requested pursuant to this Section 1, (i) shall represent more than 35% of the Shares and (ii) shall have an aggregate expected offering price of at least $10 million. 1.2 Registration Expenses. All Registration Expenses (as defined in --------------------- Section 6) for any registration requested pursuant to this Section 1 shall be paid 50% by the Company and 50% by the Selling Holders, on the basis of the respective amounts of the securities then being registered on behalf of each of such Selling Holder; provided that if any securities are registered -------- -2- for sale for the account of any Person (as such term is defined in Section 2(2) of the Securities Act) other than the Selling Holders pursuant to Section 1, each such other Person shall bear its pro rata share of the Registration --- ---- Expenses. 1.3 Permitted Transferees. As used in this Agreement, "Permitted --------------------- Transferees" shall mean any transferee, whether direct or indirect, of Shares designated by any Shareholder in a written notice to the Company as provided for in Section 7.6. Such written notice shall be signed by such Shareholder and the Permitted Transferee so designated and shall include an undertaking by the Permitted Transferees to comply with the terms and conditions of this Agreement applicable to such Shareholder. Permitted Transferees will be entitled to the benefits of this Agreement. 1.4 Third Person Shares. The Company shall have the right to cause ------------------- the registration of securities for sale for its own account or for the account of any Person in any registration of Shares requested pursuant to this Section 1; provided that the Company shall not have the right to cause the registration -------- of such securities if the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling Holder) that, in such firm's opinion, registration of such securities would materially and adversely affect the offering and sale of Shares then contemplated by the Selling Holders. 1.5 Selection of Underwriters. If a requested registration pursuant ------------------------- to this Section 1 involves an underwritten offering, there shall be selected one or more underwriters for such Shares, such underwriters to be selected by the holders of a majority of the Shares held by the Selling Holders requesting such registration. 1.6 Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 1 involves an underwritten offering, and the managing underwriter shall advise the Selling Holders requesting registration of Shares in writing (with a copy to the Company) that, in its opinion, the inclusion of all the securities to be included in such registration would interfere with the sale of the Shares to be sold in such offering by the Selling Holders within a price range acceptable to the majority (by number of Shares) of the Selling Holders requesting such registration, the Company will include in such registration (i) first, Shares requested to be included in such registration by such Selling Holders, pro rata among such Selling Holders on the basis of the --- ---- number of Shares which are requested by them and (ii) second, securities of the Company proposed by the Company to be sold for its own account or for the account of any Person. 1.7 Effective Registration. Notwithstanding any provision herein to ---------------------- the contrary, a registration requested -3- pursuant to Section 1.1 hereof shall not be deemed to have been effected (and not requested for purposes of Section 1.1) (i) unless the registration statement relating thereto has become effective under the Securities Act, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by a Selling Holder and, as a result thereof, the Shares requested to be registered cannot be completely distributed in accordance with the plan of distribution, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Selling Holder or (iv) if, pursuant to Section 1.6, less than all of the Shares requested to be registered were actually registered. Section 2. Registration Procedures. ----------------------- 2.1 Registration and Qualification. If and whenever the Company is ------------------------------ required to use its best efforts to effect the registration of any Shares under the Securities Act as provided in Section 1, the Company will as promptly as is practicable: (a) prepare, file and use its best efforts to cause to become effective a registration statement under the Securities Act regarding such Shares, which registration statement will be on a form consistent with the intended method of distribution thereof; provided, however, that before filing -------- ------- with the SEC a registration statement or prospectus, the Company shall furnish to counsel for the Selling Holders copies of all such documents proposed to be filed, which documents shall be subject to the reasonable and timely review of counsel for the Selling Holders. The Company will also notify counsel for the Selling Holders of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of such Shares until the earlier of (i) such time as such Shares have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement or (ii) such time as such Shares are no longer required to be registered for the sale thereof by the Holder thereof by reason of Rule 144(k) of the SEC under the Securities Act or any other rule of similar effect; -4- (c) furnish to the Selling Holders and to any underwriter of such Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies (one of which will be fully executed) of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Selling Holders or such underwriter may reasonably request; (d) use its best efforts to register or qualify all Shares covered by such registration statement under such other securities or blue sky laws of such United States jurisdictions as the Selling Holders or any underwriter of such Shares shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders or any underwriter to consummate the disposition in such jurisdictions of its Shares covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (e) (i) furnish to the Selling Holders, addressed to them, an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement, and (ii) use its best efforts to furnish to the Selling Holders, addressed to them, a "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request; (f) immediately notify the Selling Holders at any time when a prospectus relating to a registration pursuant to Section 1 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such 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, and at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of -5- such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such 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; (g) make available senior management personnel to participate in, and cause them to cooperate with the underwriters in connection with, the "road show" and other customary marketing activities, including "one-on-one" meetings with prospective purchasers of the Shares; and (h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least 12 months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which any shares of Common Stock are then listed for trading in connection with any registration. Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1(f), such Selling Holder will forthwith discontinue its disposition of Shares pursuant to the registration statement relating to such Shares until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.1(f) and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies (other than permanent file copies then in such Selling Holder's possession) of the prospectus relating to such Shares current at the time of receipt of such notice. 2.2 Underwriting. If requested by the underwriters for any ------------ underwritten offering of Shares pursuant to a registration requested hereunder (including any registration under Section 2 which involves, in whole or in part, an underwritten offering), the Company will use reasonable efforts to enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company and to contain such representations and warranties by the Company and such other -6- terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 4 and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 2.1(e). The Selling Holders of Shares to be distributed by such underwriters shall be parties to any such underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Selling Holders. 2.3 Blackout Periods. (a) At any time when a registration statement ---------------- effected pursuant to Section 1 relating to Shares is effective, upon written notice from the Company to the Selling Holders that the Company determines in the good faith judgment of the general counsel of the Company that the Selling Holders sale of Shares pursuant to the registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of Shares pursuant to such registration statement until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material, (ii) 120 days after the Company makes such good faith determination or (iii) such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"). (b) Any delivery by the Company of notice of an Information Blackout during the 120 days immediately following effectiveness of any registration statement effected pursuant to Section 1 shall give the Selling Holders the right, by notice to the Company within 20 days after the end of such blackout period, to cancel such registration and obtain for the Holders one additional registration right (a "Blackout Termination Right") under Section 1.1(d). (c) If there is an Information Blackout and the Selling Holders do not exercise the cancellation right, if any, pursuant to clause (b) of this Section 2.3, or, if such cancellation right is not available, the period set forth in Section 2.1(b)(ii) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. 2.4 Listing. In connection with the registration of any offering of ------- Shares pursuant to this Agreement, the Company agrees to use its best efforts to effect the listing of such Shares on any securities exchange on which any shares of the -7- Common Stock are then listed or otherwise facilitate the public trading of such Shares. 2.5 Holdback Agreement. To the extent not inconsistent with ------------------ applicable law, each Shareholder agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after any registration pursuant to Section 1 has become effective, except as part of such registration, if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering. Section 3. Preparation; Reasonable Investigation. In connection with ------------------------------------- the preparation and filing of each registration statement registering Shares under the Securities Act pursuant to this Agreement, the Company will give the Selling Holders and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business, financial condition and results of operations of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Selling Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. Section 4. Indemnification and Contribution. -------------------------------- 4.1 Indemnification and Contribution. (a) In the event of any -------------------------------- registration of any Shares hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each of the Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the -8- Company will reimburse each such Person, as incurred, for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, -------- however, that the Company shall not be liable 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 an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Holders or such underwriter specifically for use in the preparation thereof and provided further that the -------- ------- Company shall not be liable to any Person who participates as an underwriter in the offering or sale of 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 such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Shares to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Selling Holders or any such Person and shall survive the transfer of such securities by the Selling Holders. The Company also shall agree to provide for contribution as shall reasonably be requested by the Selling Holders or any underwriters in circumstances where such indemnity is held unenforceable. (b) The Selling Holders, by virtue of exercising their respective registration rights hereunder, agree and undertake, jointly and severally, to enter into customary indemnification arrangements to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (a) of this Section 4), jointly and severally, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, if, but only to the extent that, such statement or omission was made in reliance upon and in conformity with written information furnished by the Selling Holders to the Company specifically for inclusion in such registration statement or prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of -9- the Company or any such director, officer or controlling Person and shall survive the transfer of the registered securities by the Selling Holders. The Selling Holders also shall agree to provide for contribution as shall reasonably be requested by the Company for any underwriters in circumstances where such indemnity is held unenforceable. (c) Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 4 (with appropriate modifications) shall be given by the Company and the Selling Holders with respect to any required registration or other qualification of such Shares under any federal or state law or regulation of governmental authority other than the Securities Act. Section 5. Benefits and Termination of Registration Rights. The ----------------------------------------------- Shareholders may jointly exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves; provided, -------- however, any Permitted Transferees of Shares shall be subject to and bound by - ------- all of the terms and conditions hereof applicable to any Shareholder and, to the extent that a Permitted Transferee requests to be included in an offering, to those terms and conditions expressly applicable to Selling Holders. The registration rights hereunder shall cease to apply to Shares: (a) when a registration statement with respect to the sale of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement; (b) such time as such Shares are no longer required to be registered for the sale thereof by the Holder thereof by reason of Rule 144(k) of the SEC under the Securities Act or any other rule of similar effect; (c) when they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d) when they shall have ceased to be outstanding; or (e) in all events, on the second anniversary of the date of this Agreement. Section 6. Registration Expenses. As used in this Agreement, the --------------------- term "Registration Expenses" means all expenses incident to the Company's performance of or compliance with the registration requirements set forth in this Agreement including, without limitation, the following: (a) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of Shares to be disposed of under the Securities Act; (b) all expenses in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and -10- dealers; (c) the cost of printing and producing any agreement(s) among underwriters, underwriting agreement(s), and blue sky or legal investment memoranda, any selling agreements and any amendments thereto or other documents in connection with the offering, sale or delivery of Shares to be disposed of; (d) all expenses in connection with the qualification of Shares to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any blue sky and legal investment surveys; (e) the filing fees incident to securing any required review by the securities exchange on which any shares of the Common Stock are then listed of the terms of the sale of Shares to be disposed of; (f) the costs of preparing stock certificates; and (g)the costs and charges of the Company's transfer agent and registrar. Registration Expenses shall not include underwriting discounts and underwriters commissions attributable to the Shares being registered for sale on behalf of the Selling Holders, which shall be paid by the Selling Holders. Section 7. Miscellaneous. ------------- 7.1 No Inconsistent Agreements. The Company shall not on or after -------------------------- the date of this Agreement enter into any agreement with respect to its securities that violates the rights expressly granted to the Shareholders in this Agreement. 7.2 Assignment. This Agreement shall be binding upon and inure to ---------- the benefit of and be enforceable by the parties hereto and with respect to the Company, its respective successors and assigns, and with respect to any Shareholder, any Permitted Transferees of the Shares. 7.3 Governing Law; Jurisdiction. This Agreement shall be construed, --------------------------- performed and enforced in accordance with, and governed by, the laws of the State of New York applicable to contracts executed in and to be performed in that State. 7.4 Severability. In the event that any part of this Agreement is ------------ declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect. 7.5 Rule 144. If and for so long as the Company is subject to the -------- reporting requirements of the Exchange Act, the Company shall take measures and file such information, documents, and reports as shall be required by the SEC as a condition to the availability of Rule 144 (or any successor provision) under the Securities Act. -11- 7.6 Notices. All notices and other communications hereunder shall be ------- in writing and shall be deemed given if (i) delivered personally, or (ii) sent by reputable overnight courier service, or (iii) telecopied (which is confirmed), or (iv) five days after being mailed by registered or certified mail return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) If to the Company, to: Farm Family Holdings, Inc. P.O. Box 656 Albany, New York 12201-0656 Attention: General Counsel Telephone: (518) 431-5409 Telecopy: (518) 431-5999 (b) If to the Shareholders, to: The addresses of each Shareholder listed on Exhibit A hereto. with a copy to: Dewey Ballantine 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff Liebmann 7.7 Amendments; Waivers. This Agreement may be amended or modified, ------------------- and any of the terms, covenants or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term or covenant contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as furthering or continuing waiver of any such condition or of the breach of any other provision, term or covenant of this Agreement. 7.8 Section and Paragraph Headings. The section and paragraph ------------------------------ headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 7.9 Counterparts. This Agreement may be executed in counterparts, ------------ each of which shall be deemed an original, but all of which shall constitute the same instrument. -12- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. FARM FAMILY HOLDINGS, INC. By___________________________ Name: Title: CONNECTICUT FARM BUREAU SERVICE COMPANY By___________________________ Name: Title: DELAWARE FARM BUREAU SERVICE COMPANY, INC. By___________________________ Name: Title: MAINE FARM BUREAU SERVICE COMPANY By___________________________ Name: Title: MASSACHUSETTS FARM BUREAU SERVICE COMPANY, INC. By___________________________ Name: Title: -13- NEW HAMPSHIRE FARM BUREAU FEDERATION By___________________________ Name: Title: NEW JERSEY FARM BUREAU SERVICE COMPANY By___________________________ Name: Title: NEW YORK FARM BUREAU SERVICE COMPANY, INC. By___________________________ Name: Title: RHODE ISLAND FARM BUREAU FEDERATION, INC. By___________________________ Name: Title: VERMONT FARM BUREAU, INC. By___________________________ Name: Title: WEST VIRGINIA FARM BUREAU, INC. By___________________________ Name: Title: -14- EXHIBIT A FARM FAMILY HOLDINGS, INC. -------------------------- SHAREHOLDERS ------------ Registered Holder Number of Shares - ----------------- ---------------- The Connecticut Farm Bureau Service Company 69,449 510 Pigeon Hill Road Windsor, Connecticut 06095-2112 Delaware Farm Bureau Service Company 38,585 233 S. Dupont Highway Camden-Wyoming, Delaware 19934 Maine Farm Bureau Service Co. 15,449 RR 4, Box 1254 4 Gabriel Drive Augusta, Maine 04330-9322 Massachusetts Farm Bureau Service Company Inc. 100,322 466 Chestnut Street Ashland, Massachusetts 01721-2299 New Hampshire Farm Bureau Federation 26 295 Sheep Davis Road Concord, New Hampshire 03301 New Jersey Farm Bureau Service Company 231,527 168 W. State Street Trenton, New Jersey 08608 New York Farm Bureau Service Company, Inc. 339,578 Route 9W, Box 992 Glenmont, New York 12077-0992 Rhode Island Farm Bureau Federation, Incorporated 30,882 201 Comstock Parkway Cranston, Rhode Island 02921-2007 Vermont Farm Bureau, Inc. 171 RR 2, Box 123 Richmond, Vermont 05477-9605 West Virginia Farm Bureau, Inc. 30,882 1 Red Rock Road ------- Buckhannon, West Virginia 26201 Total 856,871 ======= -15- -----END PRIVACY-ENHANCED MESSAGE-----