INVESTORS HERITAGE LIFE INSURANCE COMPANY
200 Capital Avenue
FRANKFORT, KENTUCKY 40601
Notice of Annual Meeting of Shareholders
To Be Held May 14, 1998
TO THE SHAREHOLDERS OF
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Notice is hereby given that the annual meeting of shareholders of
Investors Heritage Life Insurance Company, a Kentucky corporation, (the
"Company") will be held at the Investors Heritage Life Insurance Company
auditorium, Second and Shelby Streets, Frankfort, Kentucky 40601, on Thursday,
May 14, 1998, at 10:00 a.m. (Eastern Daylight Time), for the following
purposes:
(1) To elect three Directors to hold office for a term of three years
each or until their successors are duly elected and qualified; and
(2) To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The Board of Directors, in accordance with the By-laws, has fixed the
close of business on April 3, 1998, as the record date for determining the
shareholders entitled to notice of and to vote at the meeting and any
adjournment thereof. The stock transfer books will not be closed.
It is hoped that you will attend the meeting, but if it is not your
intention to be present, you are respectfully requested to sign, date and
return the enclosed proxy immediately in the accompanying postage-prepaid
envelope. The proxy is being solicited by and on behalf of the Board of
Directors of the Company.
Your attention is directed to the Company's 1997 annual report and to the
proxy statement, both of which accompany this notice.
By Order of the Board of Directors
/s/
Wilma Yeary, CPS, Secretary
P.O. Box 717
Frankfort, Kentucky 40602
April 17, 1998
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 1998
The following information is furnished in connection with the solicitation
of the enclosed proxy by and on behalf of the Board of Directors of Investors
Heritage Life Insurance Company (the "Company" or "IHLIC"), for use at the
annual meeting of shareholders of the Company to be held at the Investors
Heritage Life Insurance Company auditorium, Second and Shelby Streets,
Frankfort, Kentucky 40601, on Thursday, May 14, 1998, at 10:00 a.m. (Eastern
Daylight Time), and at any adjournment thereof, for the purposes set forth in
the Notice of Annual Meeting.
PROXY MAY BE REVOKED
A shareholder executing and returning the enclosed proxy may revoke such
proxy at any time prior to the exercise of the authority thereby given by
giving written notice to the Secretary of the Company as provided by Kentucky
Revised Statutes 271B.7-220(6).
COST AND METHOD OF SOLICITATION
The Board of Directors intends to solicit proxies by use of the mails, and
all costs of soliciting proxies for this annual meeting will be borne by the
Company. The proxy statements and proxy cards will be mailed to the
shareholders on April 17, 1998.
VOTING SECURITIES
The Company has issued one class of capital stock. There are 905,611
shares outstanding each of which is entitled to one vote, except that in
election of Directors, cumulative voting rights apply as provided by Kentucky
Revised Statutes 271B.7-280. Each shareholder shall have the right to cast as
many votes in the aggregate as he is entitled to vote, multiplied by the number
of Directors to be elected, and may cast the whole number for one candidate or
distribute such votes among two or more candidates. Kentucky Investors, Inc.
("KII"), 200 Capital Avenue, Frankfort, Kentucky 40601, owns of record directly
and indirectly 663,202 shares of stock which represents 73% of outstanding
voting securities. The Company, 200 Capital Avenue, Frankfort, Kentucky 40601,
owns directly 228,920 shares or 20% of the stock of KII. Investors
Underwriters, Inc. ("IUI"), 200 Capital Avenue, Frankfort, Kentucky 40601, owns
94,185 shares or 8% of the stock of KII. No other person is known by the
Company to own of record or beneficially more than 5% of the Company's capital
stock except as shown in the table below. The Board of Directors has fixed
April 3, 1998, as the record date for determining those eligible to vote, and
only such persons as are shareholders of record at the close of business on
that day will be entitled to vote at such meeting and any adjournment thereof.
THE PURPOSE OF THE MEETING SHALL BE:
(1) To elect three Directors to hold office for a term of three years
each or until their successors are duly elected and qualified; and
(2) To transact such other business as may properly come before the
meeting, or any adjournment thereof.
ELECTION OF DIRECTORS
The Articles of Incorporation provide that three Directors shall be
elected at each annual meeting for a term of three years.
The persons named in the proxy shall vote the shares represented by the
proxies returned and duly executed in favor of the election of the three
Directors named below, unless the authority is withheld, to hold office for
terms of three years each or until their successors are duly elected and
qualified. All nominees have consented to serve. In the event any of the
persons named below shall not be available, proxies will be voted for such
substitute nominee or nominees, as the persons named in the proxy shall
designate.
The following information is given with respect to the nominees for
election as Director and for each of the other Directors whose terms will
continue after the meeting. Each Director was elected to his present term of
office by vote of the shareholders at an annual meeting except for Gordon Duke
who was elected by the Board of Directors on August 15, 1996, to fill the
unexpired term of Joe R. Johnson who passed away on July 17, 1996.
Each of the Directors has had the business experience indicated for more
than five years except Mr. Duke and Michael F. Dudgeon, Jr. In 1992 Mr. Duke
became President of Court Key, Inc. In February, 1994, Mr. Duke was hired to
his current position as Executive Vice President, Asset Management Division,
for Webb Companies. From August, 1991 to February, 1993 Mr. Dudgeon was
employed as Assistant Director of Annual Giving with Rollins College, Winter
Park, Florida. From February, 1993 to December, 1993 he was employed as
Assistant Director of Development, The Corporation for Special Children,
Orlando, Florida. On December 19, 1994 he was hired by Investors Heritage Life
Insurance Company as a Regional Preneed Sales Director.
Number of Shares of Capital Stock
of the Company and Its Parent Beneficially
Owned, Directly or Indirectly,
by Nominees and Directors as
of December 31,1997
Name, Position Kentucky Percentage
With the Company Director Investors of Stock
& Business Experience Since IHLIC Inc. (Parent) Owned
=========================================================================
Nominees:
*+ Harry Lee Waterfield II 1966 750,908 777,798 (83%)
abChairman of the Board, (1)(2) (3)(4)(8)
cPresident and Chief Executive (5)(6)(7) (9)(10)(14)
Officer. Chairman of the (11)(12) (15)(16)(17)
Board, President, (13) (18)(19)
Kentucky Investors, Inc. Age 54.
*a Adron Doran 1972 510 125 (-)
bcDirector. President Emeritus,
Morehead State University. Age 88.
+ H. Glenn Doran 1992 783 20,000 (-)
Director. Chairman of the Board,
Peoples Bank of Murray.
Director, KII. Age 72.
Other Directors Whose Terms Will Continue After Meeting:
c Helen S. Wagner 1986 2,500 30,000 (-)
Director. Real Estate (20) (21)
Broker, Secretary/Treasurer,
Wagner-Shuck Builders, Inc.
Director, Kentucky Investors, Inc. Age 61.
*+ Jerry F. Howell 1964 567 6,000 (-)
abDirector. Independent Investor. (22) (23)
cDirector, Kentucky Investors, Inc. Age 84.
a Michael F. Dudgeon, Jr. 1988 29 3,071 (-)
Director, Regional Preneed Sales Director
IHLIC. Age 36.
+ Gordon C. Duke, 1996 55 110 (-)
Director.
Executive Vice President, Webb
Companies. Director, KII. Age 52.
a Dr. Jerry F. 1987 1,124 33,500 (-)
Howell, Jr.
Director, Professor Emeritus, Dept. of Biological
and Environmental Sciences, Morehead State
University. Director, KII. Age 56.
*+ Robert M. Hardy, Jr. 1986 29 13,683 (-)
Director. Vice President & (24) (25)
General Counsel. Director.
General Counsel, KII. Age 40.
All Directors and Officers as a Group: 793,761
* Member of Executive Committee b Member of Compensation Committee
+ Member of Finance Committee c Member of Nominating Committee
a Audit Committee (-) Indicates less than 1%
- ------------------------------------------------------------------------------
(1) Includes 7,900 shares of IHLIC owned by HLW Investment Corp. of which
Mr. Waterfield II is an officer.
(2) Includes 642 shares of IHLIC owned by HLW Corporation of which Mr.
Waterfield II is an officer.
(3) Mr. Waterfield II is part of a group which includes HLW Investment
Corp., HLW Corporation, RoseGayle Waterfield Hardy, Nancy Waterfield Walton,
Harry Lee Waterfield II Irrevocable Trusts Funds 1, 2, 3 and 4, RoseGayle
Waterfield Hardy Irrevocable Trusts Funds 1, 2, 3 and 4, Nancy Waterfield
Walton Irrevocable Trusts Funds 1, 2, 3 and 4, RoseGayle Waterfield Hardy,
Nancy Waterfield Walton and Harry Lee Waterfield II Trust dated 11/22/76,
Investors Heritage Life Insurance Company, Investors Underwriters, Inc., TAP &
CO., and Kentucky Investors, Inc. Employee Retirement Plan.
(4) Includes 130,824 shares of KII owned by HLW Investment Corp. of which
Mr. Waterfield II is an officer.
(5) Includes 3,038 shares of IHLIC held in the name of CEDE & CO.,
nominee for the four separate irrevocable trusts for Harry Lee Waterfield II,
RoseGayle Waterfield Hardy and Nancy Waterfield Walton.
(6) Includes 200 shares of IHLIC held by Nancy Waterfield Walton -- see
Footnote (3).
(7) Includes 241 shares of IHLIC held by RoseGayle Waterfield Hardy - see
Footnote (3).
(8) Includes 41,836 shares of KII owned by HLW Corporation of which Mr.
Waterfield II is an officer.
(9) Includes 15,222 shares of KII held in trust for the benefit of the
children of Harry Lee Waterfield.
(10) Includes 15,691 shares of KII held in Trust by Farmers Bank and
Capital Trust Company, Frankfort, Kentucky ("Farmers Bank") under the KII and
Affiliated Companies 401(k) Savings Plan and Trust Agreement ("401(k) Plan").
(11) Includes 72,745 or 6% of the shares of IHLIC held in the name of TAP
& CO. for the benefit of employees who participate in the 401(k) Plan. Mr.
Waterfield II is a member of the Administrative Committee which directs the
voting of these shares.
(12) Includes 2,165 shares of IHLIC owned by Investors Heritage Printing,
Inc. of which Mr. Waterfield II is an officer.
(13) Includes 663,202 shares of IHLIC owned by KII of which Mr. Waterfield
II is an officer.
(14) Includes 12,063 shares of KII held by Nancy Waterfield Walton - see
Footnote (3).
(15) Includes 9,502 shares of KII held by RoseGayle Waterfield Hardy - see
Footnote (3).
(16) Includes 228,920 shares of KII held by IHLIC and 94,185 shares of KII
held by IUI. Mr. Waterfield II is Chairman of both companies. These
corporations have the power to dispose of these shares.
(17) Includes 145,299 shares or 17% of the shares of KII held in the name
of TAP & CO. for the benefit of employees who participate in the 401(k) Plan.
Mr. Waterfield II is a member of the Administrative Committee which directs the
voting of these shares.
(18) Includes 32,559 shares of KII held in twelve separate irrevocable
trusts, four each (Funds 1, 2, 3 and 4) for Harry Lee Waterfield II, RoseGayle
Waterfield Hardy, and Nancy Waterfield Walton, respectively.
(19) Includes 31,000 shares of KII owned by the Kentucky Investors, Inc.
Employee Retirement Plan. Mr. Waterfield II is a member of the Retirement Plan
Committee.
(20) Includes 1,538 shares of IHLIC held in an irrevocable trust for the
benefit of the children of Helen S. Wagner.
(21) Includes 8,936 shares of KII held in an irrevocable trust for the
benefit of the children of Helen S. Wagner.
(22) All shares are held in Trust under the Jerry F. Howell, Sr.
revocable living trust agreement dated 3/7/96.
(23) All shares are held in Trust under the Jerry F. Howell, Sr.
revocable living trust agreement dated 3/7/96.
(24) Includes 18 shares of Investors Heritage Life Insurance Company held
in Trust by Farmers Bank under the 401(k) Plan..
(25) Includes 5,485 shares of KII held in Trust by Farmers Bank under the
401(k) Plan.
Meetings of the Board of Directors are held regularly each month and there
is also an organizational meeting following the annual meeting of shareholders.
The Board held 10 meetings in 1997.
The By-laws of the Company provide for an Executive Committee. The
Committee has and exercises all of the powers of the Board of Directors in the
management of the business affairs and property of the Company during the
intervals between meetings of the Board. The Board considers the actions of
the Executive Committee and has approval and veto power over its actions. The
Executive Committee met 6 times in 1997.
The Board of Directors has designated a Finance Committee that meets on
call and reviews and makes recommendations concerning investments to the Board
of Directors. The Finance Committee met 9 times during 1997.
The Board of Directors has provided for a Compensation Committee which
meets on call and reviews the compensation of the employees and makes
recommendations to the Board. The Compensation Committee met 13 times during
1997.
The Board has designated an Audit Committee that meets on call and reviews
the work of the independent auditors, reviews internally prepared financial
statements for unusual trends and/or financial account relationships and
reviews the audit reports prepared by the departments of insurance and
regulatory authorities in the various states in which the Company operates.
The Audit Committee met 1 time during 1997.
The Board of Directors has named a Nominating Committee that meets on call
and submits recommendations to the Board of Directors for members of the Board
to be submitted to the shareholders for election. The Nominating Committee met
1 time during 1997.
No one, except Jerry F. Howell attended fewer than 75% of the aggregate
Board and Committee meetings. The Directors were paid $400 for each Board
meeting.
SHAREHOLDER PROPOSALS FOR THE 1999 MEETING
Shareholders who wish to suggest nominees or offer proposals intended to
be presented at the 1999 annual meeting must forward this information to the
Secretary of the Company no later than December 18, 1998.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
During 1997, the Compensation Committee of the Board of Directors was
comprised of three Directors. All of the members of the Compensation Committee
except Mr. Waterfield II are outside directors. The Compensation Committee is
responsible for developing and making recommendations to the Board with respect
to the Company's executive compensation policies as well as the compensation
policies for all of the Company's employees. Additionally, the Compensation
Committee, pursuant to authority delegated by the Board of Directors,
determines on an annual basis the compensation to be paid to the chief
executive officer and each of the other executive officers of the Company.
All members of the Committee take part in consideration of executive
compensation even if compensation affects its members.
With the exception of the Company's Vice President and Chief Actuary and
the Company's Vice President and General Counsel whose original compensations
were based on salary and benefits of actuaries and attorneys respectively with
similar background and experience, the compensation of the executive officers
of the Company is based on historical and current individual performance, job
duties and responsibilities and longevity with the Company. Notwithstanding
those criteria, the Compensation Committee makes a subjective determination
using its discretion to set executive compensation at levels warranted in its
judgment by external, internal or an individual's circumstances. It should be
noted that the Compensation Committee determines executive compensation in the
same manner as the compensation of all other Company employees.
The Company's executive compensation program is comprised of base salary,
an annual cash bonus based on a percentage of salary, and employee benefits
which are generally available to all employees of the Company including a
401(k) Savings Plan, a defined benefit retirement plan, and a cafeteria plan.
The Company also provides a deferred compensation plan which is available to
eligible executive officers of the Company. This plan is intended to supplement
or replace participation of those individuals in the 401(k) Savings Plan and
allows eligible executive officers to contribute up to 10% of salary and
receive a matching contribution from the Company. In addition, bonuses are
paid from time to time to executive officers and other employees for
performance on extraordinary projects. The Compensation Committee also makes
a subjective determination in authorizing these bonuses.
The amount of perquisites, as determined in accordance with the rules of
the Securities and Exchange Commission relating to Executive Compensation, did
not exceed 10% of salary for 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of three members. Two of the members,
Jerry F. Howell and Adron Doran, are outside directors. The third member,
Harry Lee Waterfield II, is also the Chairman of the Board, and the President
and Chief Executive Officer of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Waterfield II is the President of the Company and as such serves as
its chief executive officer. He also serves as Chairman of the Board of
Directors. Mr. Waterfield II was appointed to the position of President and
Chairman of the Board in August 1988. Mr. Waterfield's II compensation is
based on criteria similar to that used for other executive officers of the
Company. Mr. Waterfield II has been an employee of the Company in various
capacities for 36 years and has received raises throughout the years for the
various capacities in which he has served.
When Mr. Waterfield II assumed the duties and responsibilities of Chief
Executive Officer and Chairman of the Board, he did not receive an increase in
base compensation commensurate with the additional responsibilities undertaken.
Since that date, he has received salary adjustments from the Compensation
Committee on the anniversary date of his employment. The compensation paid to
Mr. Waterfield II during 1997 is shown in the summary compensation table below.
SUMMARY COMPENSATION TABLE
The following table sets forth each executive officer whose aggregate
direct compensation from Investors Heritage Life Insurance Company exceeded
$100,000.
NAME AND PRINCIPAL OTHER ANNUAL
POSITION YEAR SALARY($) BONUS($) COMPENSATION
===========================================================================
Harry Lee Waterfield II 1997 $153,318.00(1) $25,355.00 -0-
President, Chairman
of the Board, & Chief Executive Officer
1996 $148,109.00(1) $22,238.00 -0-
1995 $142,684.00(1) $21,330.00 -0-
Clair S. Manson,Vice President,
1997 $133,724.00(2) $12,263.00 -0-
Chief Actuary
1996 $128,360.00(2) $11,820.00 -0-
1995 $123,033.00(2) $11,215.00 -0-
- ---------------------------------------------------------------------------
(1) Amounts reported include directors' fees from the Company and contributions
made by the Company under the 401(k) Plan. The Plan is available to all
employees of the Company.
(2) Amounts reported include contributions made by the Company under the 401(k)
Plan which is available to all employees of the Company and contributions made
by the Company to the Company's Deferred Compensation Plan which is available
to eligible executive officers of the Company.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's shareholders during the
five year period ended December 31, 1997, as well as an overall stock market
index (Russell 2000), and the Company's peer group index utilized for the
period ending December 31, 1995 ("Peer Group") which has been selected on an
industry basis. The component companies utilized in the Peer Group are
identical to Peer Group 2 presented last year and includes Cotton States Life
and Health Insurance Co., Penn Treaty American Corp., Reliable Life Insurance
Co. -CLA., and Allied Life Financial and Citizens, Inc. The market
capitalization of each peer group company is weighted in the performance
graph set forth below.
COMPARISON OF FIVE-YEAR TOTAL RETURNS *
INVESTORS HERITAGE LIFE INSURANCE COMPANY, RUSSELL 2000 INDEX, PEER GROUP
(Performance Results Through 12/31/97)
The Performance Graph Appears Here.
1992 1993 1994 1995 1996 1997
INLF $100.00 $102.77 $105.69 $108.78 $112.98 $114.03
RUSSELL 2000 $100.00 $118.91 $116.55 $149.70 $174.30 $213.00
PEER GROUP $100.00 $143.02 $153.01 $182.52 $218.71 $269.56
Assumes $100.00 invested at the close of trading 12/91 in Investors Heritage
Life Insurance Company common stock, Russell 2000 Index, and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
RETIREMENT PLAN
All of the Company's employees are covered by a qualified retirement plan
to which only the Company contributes. Benefits are based both upon years of
service and the highest consecutive five year average annual salaries. The
estimated benefits are subject to the provisions of the Internal Revenue Code
of 1986, as amended, which limits the annual benefits which may be paid from a
tax qualified retirement plan.
The following table sets forth certain levels of earnings and the
estimated annual benefits payable upon normal retirement under the qualified
retirement plan for the years of service indicated.
As of December 31, 1997, the officers named in the summary compensation
table have been credited with the following number of years of service: Harry
Lee Waterfield II, 35 years; Clair S. Manson, 10 years.
HIGHEST AVERAGE ANNUAL EARNINGS ESTIMATED ANNUAL BENEFITS
FOR FIVE CONSECUTIVE YEARS UPON RETIREMENT FOR YEARS
DURING 10 YEAR PERIOD PRECEDING OF SERVICE INDICATED
- --------------------------------------------------------------------------
RETIREMENT 10 YEARS 15 YEARS 20 YEARS 25 YEARS
$ 40,000 $ 8,000 $ 12,000 $ 16,000 $ 20,000
60,000 12,000 18,000 24,000 30,000
80,000 16,000 24,000 32,000 40,000
100,000 20,000 30,000 40,000 50,000
120,000 24,000 36,000 48,000 60,000
AUDITORS
Ernst & Young, LLP, Louisville, Kentucky, is the independent auditing firm
for the Company and has been since 1981, including the most recent year of
1997. A representative is expected to be present at the shareholders' meeting
with the opportunity to make a statement and will respond to appropriate
questions. The services provided by Ernst & Young, LLP during 1997 consisted
of the audit of the Company's financial statements and audit of the Company's
employee benefit plans. No member of the firm of Ernst & Young, LLP has any
relationship with the Company other than the usual relationship that exists
between independent auditors and clients.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions to which the Company was or is to be a party in
which any officer, Director, or nominee for election as Director, had any
direct or indirect material interest.
At the date of this proxy statement, management knows of no other matters
that may come before the meeting. However, if any other matters properly come
before the meeting, it is the intention of the persons named in the proxy
statement to vote on such matters in accordance with their best judgement.
By Order of the Board of Directors
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
Wilma Yeary, CPS, Secretary
Frankfort, Kentucky
April 17, 1998
- -Proxy-INVESTORS HERITAGE LIFE INSURANCE COMPANY-Proxy-
200 CAPITAL AVENUE, FRANKFORT, KENTUCKY 40601
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harry Lee Waterfield II and Jerry F. Howell,
or either of them, attorneys with full power of substitution to vote as
proxies for the undersigned at the annual meeting of shareholders of
Investors Heritage Life Insurance Company to be held on May 14, 1998,
or at any adjournment thereof, and vote as designated below with all
powers the undersigned would possess, if present, upon matters described
in the Notice of Annual Meeting and Proxy Statement dated April 17,
1998 as follows:
(1) Election of Directors_______FOR all nominees listed below (except
as marked to the contrary below)
_______WITHHOLD AUTHORITY
to vote for all nominees below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
Harry Lee Waterfield II
Adron Doran
H. Glenn Doran
(2) On any other matter which may come before the meeting in accordance with
their best judgement.
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
To be counted this proxy must be signed, dated and received by the Corporate
Secretary of Investors Life Insurance Company, 200 Capital Avenue, P. O. Box
717, Frankfort, Kentucky 40602, on or before May 14, 1998.
This proxy when properly executed will be voted in accordance with instructions
specified but in the absence of any instructions will be voted "FOR".
Please sign exactly as name appears on address. If shares of stock are held
jointly, all joint owners should sign. If signing as attorney, administrator,
executor, guardian, trustee or corporate officer, please add your title as
such.
Shareholder's signature
Date ,1998
