Notice of
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1998
and
PROXY STATEMENT
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 23, 1998
The Annual Meeting of Stockholders of Kansas City Life Insurance Company
will be held in the Company's Home Office, 3520 Broadway, Kansas City,
Missouri, on April 23, 1998, at 9 a.m., for the following purposes:
(1) To elect five (5) directors for three (3) year terms.
(2) To transact such other business as may properly come before
the meeting.
The close of business at 4:15 p.m., March 16, 1998, has been fixed as the
date of record for determining stockholders entitled to vote at the meeting, or
any adjournment thereof, and only stockholders of record on said date are
entitled to vote at the meeting. The stock transfer books of the Company will
remain open. All stockholders are urged to attend the meeting in person or by
proxy. If you do not expect to attend the meeting, you are requested by
Management to date, fill in, sign and return the enclosed proxy promptly. A
postage-paid envelope is enclosed for your convenience. Your attention
is directed to the Proxy Statement printed on the following pages.
/s/ C. John Malacarne /s/ W. E. Bixby
C. John Malacarne W. E. Bixby
Vice President, General Counsel Vice Chairman of the Board
and Secretary and President
March 30, 1998
KANSAS CITY LIFE INSURANCE COMPANY
Kansas City, Missouri
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Kansas City Life Insurance Company (hereinafter called the "Company"), for
use in connection with the Annual Meeting of Stockholders on April 23, 1998, at
the principal office of the Company, 3520 Broadway, Kansas City, Missouri. The
matters to be considered and acted upon at such meeting are (1) to elect five
directors for a term of three years, and (2) to transact such other business as
may properly come before the meeting or any adjournment thereof. Management
does not intend to bring before the meeting any business other than the
matters set forth above and knows of no other matters that may be brought
before the meeting. However, if any other matters properly come before the
meeting, or any adjournment or adjournments thereof, including procedural
matters arising during the course thereof, the persons named in the enclosed
proxy will vote the proxy according to their judgment on such matters, to the
extent such proxies are not limited to the contrary.
Shares represented at the meeting by properly executed proxies in the
accompanying form will be voted at the meeting, and, where the stockholder
giving the proxy specifies a choice by means of the ballot space provided in
the form of proxy, the shares will be voted in accordance with the
specification so made. If no directions are given by the stockholder, the proxy
will be voted in the manner specified on the accompanying form of proxy. Any
proxy delivered pursuant to this solicitation is revocable by the person
executing the proxy at any time before it is exercised.
The Company has authorized 18,000,000 shares of $2.50 Par Common Stock. As
of February 28, 1998, 3,052,238 shares are held as Treasury Stock and
6,196,102 are issued and outstanding. Each outstanding share of stock is
entitled to one vote, and stockholders of record as of the close of business on
March 16, 1998 shall be the stockholders entitled to vote at the meeting. In
election of directors, stockholders have cumulative voting rights under
Missouri Law. This means each stockholder has a number of votes determined by
multiplying the number of shares he or she is entitled to vote by the number of
directors to be elected. This total number of votes may be voted for one
nominee or distributed among several nominees.
Condensed Financial Review and Annual Report
This proxy statement follows the Company's condensed Financial Review for
the fiscal year 1997 previously mailed to stockholders in February, 1998. The
regular Annual Report for 1997 is enclosed herewith.
Election of Directors
It is the intention of the persons named in the enclosed proxy form to vote
such proxy for the election of nominees for directors, listed hereafter, for
the term indicated. If for any reason the nominee shall become unavailable for
election, the persons named in the enclosed proxy will vote for such
substituted nominee or nominees as are selected by the Board of Directors
pursuant to the Company's Bylaws.
Shares of
Record and Bene-
Served as a ficially Owned
Principal Director as of
Nominee Occupation since February 28, 1997
The following schedule sets forth the names of the directors nominated by the
Board of Directors for three year terms together with certain additional
information:
W. E. Bixby Vice Chairman of 1966 1,153,909
the Board and President 26,373(1)
Jack D. Hayes Senior Vice President, 1995 600
Marketing 213(1)
Francis P. Lemery Senior Vice President, 1985 708
and Actuary 7,688(1)
1,005(2)
Michael J. Ross Chairman of the 1972 300
Board and President,
Jefferson Bank & Trust
Company
St. Louis, Missouri
Elizabeth T. Solberg Executive Vice President 1997 100
and Senior Partner,
Fleishman-Hillard, Inc.
Kansas City, Missouri
The following schedule sets forth the names of the directors elected on April
18, 1996 for three year terms together with certain additional information:
W. E. Bixby, III President, Old American 1996 176,124
Insurance Company 2,217(1)
Kansas City, Missouri 174,500(3)
4,376(4)
Webb R. Gilmore Partner, Law 1990 500(5)
Firm of
Gilmore & Bell
Kansas City, Missouri
Nancy Bixby Hudson Investor 1996 165,783
Lander, Wyoming
Daryl D. Jensen Vice Chairman of 1978 24
the Board and President 7,361(1)
Sunset Life Insurance
Company of America
Olympia, Washington
C. John Malacarne Vice President, General 1991 10
Counsel and Secretary 6,085(1)
Shares of
Record and Bene-
Served as a ficially Owned
Principal Director as of
Occupation since February 28, 1998
The following schedule sets forth the names of the directors elected on April
24, 1997 for three year terms together with certain additional information:
J. R. Bixby Chairman of the 1957 1,483,156(6)
Board 900(7)
Robert Philip Bixby Executive Vice President 1985 174,599
6,391(1)
174,500(3)
9,882(8)
Richard L. Finn Senior Vice President, 1983 12
Finance 6,664(1)
Warren J. Hunzicker, M.D. Retired, former 1989 150
Medical Director
Kansas City, Missouri
Larry Winn, Jr. Retired, former Representative 1985 166(9)
U.S. Congress
Prairie Village, Kansas
(1) Approximate beneficial interest in shares held by the Trustees
of Kansas City Life Insurance Company Employee Benefit Plans.
Participants may instruct the Trustees how to vote their shares.
(2) Shares in the Marie Y. Lemery Trust. Mr. Lemery, as Trustee,
has voting and investment power.
(3) Shares in the Walter E. Bixby Descendants Trust. W. E. Bixby,
III and Robert Philip Bixby are two of three Trustees who share
voting and investment power. Sale of these shares is restricted
by the terms of the Trust.
(4) Shares as to which Mr. W. E. Bixby, III is Custodian for minor
niece and nephews under the Missouri Transfers to Minors Law.
(5) Shares in the Webb R. Gilmore Revocable Trust. Mr. Gilmore, as
Trustee, has voting and investment power.
(6) Shares in the Joseph R. Bixby, Revocable Trust. Mr. Bixby, as
Trustee, has voting and investment power.
(7) Shares owned by the spouse of Mr. J. R. Bixby. Beneficial
ownership of these shares is disclaimed.
(8) Shares as to which Mr. Robert Philip Bixby is Custodian for
minor niece and nephews under the Missouri Transfers to Minors
Law.
(9) Shares in the Edward Lawrence Winn, III Living Trust. Mr Winn,
as Trustee, has voting and investment power.
Information Regarding Management and Directors
The table below sets forth, information for the three highest paid officers
of the Company, and for each director whose aggregate direct remuneration
exceeded $100,000 in 1997. (Base salary, bonuses, estimated retirement
benefits and other employee benefits shown for W. E. Bixby, III and
Daryl D. Jensen are obligations of subsidiaries Old American and Sunset Life,
respectively.)
Benefits Accrued Estimated Annual
or Set Aside During Benefits Upon
Aggregate Year Retirement
Principal Direct Retire- Other Retire- Other
Occupation or Remunera- ment Employee ment Employee
Name Employment tion* Plan Benefits Plan Benefits2
1
J. R. Bixby Chairman of the $148,250 ** $*** $ 214,078 ***
Board
W. E. Bixby Vice Chairman of 487,528 ** 44,580 310,918 374,976
the Board and President
Robert Philip Bixby Executive Vice 298,892 ** 28,470 219,708 132,660
President
W. E. Bixby, III President, Old 140,469 ** 12,720 93,708 ***
American Insurance
Company, a subsidiary
Richard L. Finn Senior Vice 232,140 ** 21,216 152,755 151,560
President,
Finance
Jack D. Hayes Senior Vice 199,038 ** 18,432 50,688 132,930
President,
Marketing
Daryl D. Jensen Vice Chairman of 225,140 ** 19,320 146,508 138,000
the Board and President,
Sunset Life Insurance
Company of America,
a subsidiary
Francis P. Lemery Senior Vice 229,581 ** 21,216 161,676 151,560
President
and Actuary
C. John Malacarne Vice President, 192,810 ** 17,760 134,028 126,855
General Counsel
and Secretary
*The amount reported herein as aggregate direct remuneration includes base
salary bonuses, directors' fees, payments from subsidiaries for services as
an officer or director, and amounts expended by the Company and reported as
taxable income to the officers and directors for the use of Company owned or
leased automobiles, Company facilities, tickets to sporting events and
insurance made available to them. Certain expenses including medical
examinations, business, civic club dues, and tickets to civic events are
reimbursed or provided to officers, directors and employees and other fringe
benefits which are believed to constitute ordinary and incidental business
expenses, which are paid or reimbursed by the Company in the interest of
facilitating job performance and minimizing the work-related expenses
incurred by such persons, are not included and are not reported as income
to them. The Company does not consider such benefits to be excessive or unusual.
**The method of funding is an aggregate method and does not provide annual cost
accruals for individual participants.
***None.
1 The amount shown for Estimated Annual Benefits Upon Retirement for
J. R. Bixby are actual benefits.
2 The amounts shown reflect payouts in 1997 under the Company's Long-Term
Incentive Plan for the performance period of January 1, 1994 through December
31, 1996. For any participant to receive an award, statutory capital and
surplus had to be maintained at a minimum of 9% of assets over the three year
period. The Plan award is a percent of salary based on achieving specified
levels of GAAP return on equity, with certain adjustments over a three year
period.
By order of the Board of Directors
/s/ C. John Malacarne
C. John Malacarne
Vice President, General Counsel
and Secretary
March 30, 1998
