Current Report Filing (8-k)
15 Dezember 2015 - 11:13PM
Edgar (US Regulatory)
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): December 15, 2015
Kansas City Life Insurance Company
(Exact name of registrant as specified in its charter)
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Missouri
(State or other jurisdiction of
incorporation)
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001-33348
(Commission
File Number)
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44-0308260
(I.R.S. Employer
Identification No.)
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3520 Broadway
Kansas City, Missouri 64111-2565
(Address of principal executive office)(Zip Code)
(816) 753-7000
(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 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))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held a special meeting of shareholders on Tuesday, December 15, 2015, at which meeting the Company's shareholders voted upon the following matters:
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1.
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A proposal to approve, subject to final action by the Board of Directors, an amendment to the Company's Articles of Incorporation, whereby the Company will effect a 1-for-250 Reverse Stock Split of its Common Stock, and as a result of which each shareholder owning of record fewer than 250 shares of Stock before the Reverse Stock Split will have such shares cancelled and converted into the right to receive $52.50 for each such share held of record prior to the Reverse Stock Split in lieu of receiving a fractional post-Reverse Stock Split share of Stock; and
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2.
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A proposal to approve, subject to shareholder approval of Proposal 1 above and final action by the Board of Directors, an amendment to the Company's Articles of Incorporation to take effect immediately following the Reverse Stock Split, whereby the Company will effect a 250-for-1 Forward Stock Split of each one issued and outstanding share of its Common Stock (and including each fractional share of Stock in excess of one share).
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Approval of the Reverse Stock Split
At the special meeting, the proposed amendment to the Company's Articles of Incorporation to effect the Reverse Stock Split of our Stock was approved. The following is a summary of the votes cast at the special meeting with respect to this matter:
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Votes in
Favor
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Votes
Against
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Votes
Abstaining
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Approval of the amendment to the Company's Articles of Incorporation to effect the Reverse Stock Split
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9,002,705
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1,090,347
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21,244
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There were no broker non-votes with respect to this matter.
Approval of the Forward Stock Split
At the special meeting, the proposed amendment to the Articles of Incorporation to effect the Forward Stock Split of our Stock was approved. The following is a summary of the votes cast at the special meeting with respect to this matter:
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Votes in
Favor
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Votes
Against
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Votes
Abstaining
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Approval of the amendment to the Company's Articles of Incorporation to effect the Forward Stock Split
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9,001,909
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1,083,985
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28,403
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There were no broker non-votes with respect to this matter.
Additional information regarding the special meeting is contained in our proxy statement dated November 15, 2015.
Following the shareholder meeting, the Board of Directors authorized the Company to file on December 16, 2015 with the Department of Insurance and the Secretary of State of the State of Missouri:
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●
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A Certificate of Amendment to the Company's Articles of Incorporation to effect the Reverse Stock Split at 6:00 p.m. Central Time on December 16, 2015; and
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●
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A Certificate of Amendment to the Company's Articles of Incorporation to effect the Forward Stock Split at 6:01 p.m. Central Time on December 16, 2015.
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The Company issued a press release regarding the results of the shareholder vote, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Exhibit Description
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99.1
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Press Release dated December 15, 2015.
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* * *
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "may," "will," "could," "should," "anticipates," "believes," "estimates," "expects," "intends," "plans" and variations thereof or of similar expressions. All forward-looking statements included in this report are based on information available to us on the date hereof. Such forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results of the Company to differ materially from those matters expressed in or implied by such forward-looking statements. They involve known and unknown risks, uncertainties, and other factors, which are in some cases beyond the control of the Company.
* * *
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.
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KANSAS CITY LIFE INSURANCE COMPANY |
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By:
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/s/ A. Craig Mason Jr. |
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A. Craig Mason Jr. |
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Senior Vice President, General Counsel and Secretary |
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3520 Broadway, Kansas City, MO 64111
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Contact: Katie Ernzen
Manager, Corporate Communications and Public Information
816-753-7299, ext. 8484
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Kansas City Life Insurance Company Shareholders Approve
Reverse/Forward Stock Split
Decision allows 120-year-old Company to focus more resources toward providing
Security Assured for customers nationwide
KANSAS CITY, Mo. (Dec. 15, 2015) – Shareholders of Kansas City Life Insurance Company voted today to approve a reverse/forward stock split transaction. When completed, the transaction will likely reduce the number of holders of record for the Company’s stock, and permit the Company to terminate its registration under the Securities Exchange Act of 1934 and suspend its periodic reporting requirements with the Securities and Exchange Commission.
Following the shareholder meeting, the Board of Directors authorized the Company to file the Amendments to the Articles of Incorporation with the Department of Insurance and the Missouri Secretary of State, with the reverse stock split to be effective at 6:00 p.m. Central Time on Dec. 16, 2015, and the forward stock split to be effective at 6:01 p.m. Central Time on Dec. 16, 2015.
In August, the Company announced that its Board of Directors had authorized amendments to its Articles of Incorporation to affect the transaction.
The reverse/forward stock split proposal was approved by 89 percent of all the shares voted at the meeting.
“Our Board of Directors determined, and our shareholders have agreed, that the costs of being a publicly held company outweigh the benefits,” said R. Philip Bixby, President, Chief Executive Officer and Chairman of the Board. “The time and resources gained from this decision will allow management to put more effort toward the success of our customers, longevity of our Company, and the pursuit of providing Security Assured for those who put their trust in us.”
The transaction is expected to permit the Company to eliminate many of the expenses related to the disclosure, reporting and compliance requirements of the Exchange Act, the Sarbanes-Oxley Act, and related federal securities laws and regulations.
The transaction will not result in a change in control of the Company, and the mission and vision of the Company remains strong and focused on what matters most to its employees and customers.
“For more than 120 years, we have been in the business of creating financial security to families and businesses in Kansas City and across the country,” said Bixby. “Our 400-plus associates share a commitment to serving our customers and building Kansas City Life for the future. Our financial strength and dedicated team ensure we will be here to serve our customers and our community for years to come.”
About Kansas City Life Insurance Company
Kansas City Life Insurance Company (NASDAQ: KCLI) was established in 1895 and is based in Kansas City, Missouri. The Company's primary business is providing financial protection through the sale of life insurance and annuities. The Company's revenues were $465.0 million in 2014, and assets and life insurance in force were $4.6 billion and $32.0 billion, respectively, as of December 31, 2014. The Company operates in 49 states and the District of Columbia. For more information, please see the Company’s Year End Form 10-K, as amended, or please visit www.kclife.com.
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