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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
(Final Amendment)
TO
SCHEDULE 13E-3
RULE 13-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
(NAME OF ISSUER)
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
FIRST COMMAND FINANCIAL CORPORATION
LAMAR C. SMITH
JAMES N. LANIER
HOWARD M. CRUMP
HAL N. CRAIG
DONALDSON D. FRIZZELL
JERRY D. GRAY
DAVID P. THORESON
CARROLL H. PAYNE II
NAOMI K. PAYNE
FREDA J. PAYNE
(NAME OF PERSON(S) FILING STATEMENT)
CLASS B NONVOTING COMMON STOCK, $0.02 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
NOT APPLICABLE
(CUSIP NUMBER OF CLASS OF SECURITIES)
LAMAR C. SMITH
CHAIRMAN OF THE BOARD
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
4100 SOUTH HULEN STREET
FORT WORTH, TEXAS 76109
(817) 731-8621
WITH A COPY TO:
ROBERT F. WATSON BRIAN D. BARNARD
CORPORATE COUNSEL HAYNES AND BOONE, LLP
INDEPENDENT RESEARCH AGENCY 201 Main Street
FOR LIFE INSURANCE, INC. Suite 2200
4100 South Hulen Street Fort Worth, Texas 76102
Fort Worth, Texas 76109 (817) 347-6600
(817) 731-8621
(NAME, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(s) FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$26,756,929.92 (1) $5,351.38 (1)
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(1) The filing fee is calculated pursuant to Section 13(e)(3) of the Securities
Exchange Act of 1934.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $5,351.38.
Form or Registration No.: Schedule 14A.
Filing Party: Independent Research Agency for Life Insurance, Inc.
Date Filed: July 6, 1998.
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INTRODUCTION
This Amendment No. 6 (the "Final Amendment") to the Rule 13e-3
Transaction Statement on Schedule 13E-3 is being filed by Independent
Research Agency for Life Insurance, Inc., a Texas corporation (the
"Company"), First Command Financial Corporation, a Texas corporation ("First
Command"), Lamar C. Smith, James N. Lanier, Howard M. Crump, Hal N. Craig,
Donaldson D. Frizzell, Jerry D. Gray, David P. Thoreson, Carroll H. Payne II,
Naomi K. Payne and Freda J. Payne (such individuals collectively referred to
as the "Management Group") in connection with the proposed merger (the
"Merger") of the Company with and into First Command pursuant to an Agreement
and Plan of Merger, dated as of July 1, 1998, as amended and restated on
October 30, 1998 (as amended and restated, the "Merger Agreement"), by and
between the Company and First Command.
This Final Amendment is being filed, pursuant to Section 13(e) of the
Securities Exchange Act of 1934 and Rule 13e-3(d)(3) promulgated thereunder,
to report the results of the transaction that is the subject of this
Statement. Capitalized terms used herein not otherwise defined shall have
the meanings ascribed to them in this Statement.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is amended as follows:
The Special Meeting of the Shareholders of the Company (the "Special
Meeting") was held on November 23, 1998, and the Merger was voted upon at the
Special Meeting. The Merger was affirmatively approved at the Special
Meeting by (i) the holders of 896,302 shares (or 100%) of Class A Stock and
Class B Stock entitled to vote at the Special Meeting, voting together as a
single class, (ii) the holders of 22 shares (or 100%) of Class A Stock
entitled to vote at the Special Meeting, voting separately as a class, (iii)
the holders of 896,280 shares (or 100%) of Class B Stock entitled to vote at
the Special Meeting, voting separately as a class, and (iv) the holders of
583,349 shares (or 100%) of Class B Stock not held by Class A/B Shareholders
entitled to vote at the Special Meeting. No shareholder notified the Company
of his or her intention to seek dissenter's rights of appraisal under Texas
law.
On November 30, 1998, the Company and First Command filed Articles of
Merger with the Secretary of State of the State of Texas, which were received
and accepted on that date. As a result of the Merger, the Company was merged
with and into First Command, which will continue in existence under the name
of Independent Research Agency for Life Insurance, Inc. At the Effective
Time, each share of Class A Stock issued and outstanding immediately prior to
the Effective Time was converted into five shares of Surviving Corporation
Voting Stock. Further, (i) each share of Class B Stock not held by a Class
A/B Shareholder issued and outstanding immediately prior to the Effective
Time was converted into $28.24 in cash, without interest, and (ii) each share
of Class B Stock held by a Class A/B Shareholder issued and outstanding
immediately prior to the Effective Time was converted into one share of
Surviving Corporation Nonvoting Stock. No Class A/B Shareholder elected to
receive the Class B Cash Consideration. Each holder of First Command Common
Stock issued and outstanding immediately prior to the Effective Time, subject
to and upon the terms and conditions of the Merger Agreement, received one
share of Surviving Corporation Nonvoting Stock for each 25 shares of First
Command Common Stock held by such shareholder.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 2, 1998 INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE,
INC.
By: /s/ Lamar C. Smith
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Name: Lamar C. Smith
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Title: Chairman of the Board/C.E.O.
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FIRST COMMAND FINANCIAL CORPORATION
By: /s/ James N. Lanier
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Name: James N. Lanier
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Title: President
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/s/ Lamar C. Smith
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Lamar C. Smith
/s/ James N. Lanier
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James N. Lanier
/s/ Howard M. Crump
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Howard M. Crump
/s/ Hal N. Craig
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Hal N. Craig
/s/ Donaldson D. Frizzell
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Donaldson D. Frizzell
/s/ Jerry D. Gray
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Jerry D. Gray
/s/ David P. Thoreson
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David P. Thoreson
/s/ Carroll H. Payne II
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Carroll H. Payne II
/s/ Naomi K. Payne
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Naomi K. Payne
/s/ Freda J. Payne
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Freda J. Payne
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