UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KANSAS CITY LIFE INSURANCE COMPANY
(Name of Issuer)
COMMON STOCK, $1.25 PAR VALUE
(Title of Class of Securities)
484836-10-1
(CUSIP Number)
WILLIAM A. HIRSCH, ESQ.
KENDA K. TOMES, ESQ.
MORRISON & HECKER L.L.P.
2600 GRAND AVE.
KANSAS CITY, MISSOURI 64108
(816) 691-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
<PAGE>
SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
JRB INTERESTS, LTD.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization TEXAS
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED -0-
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
2,966,312
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,966,312
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2
(See Item 5)
14. Type of Reporting Person
PN
Page 2 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
JOSEPH R. BIXBY REVOCABLE TRUST DATED DECEMBER 18, 1997, AS AMENDED
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization MISSOURI
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 2,751,815
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
2,966,312
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,966,312
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2%
(See Item 5)
14. Type of Reporting Person
OO
Page 3 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
MARGIE MORRIS BIXBY REVOCABLE TRUST DATED AS OF DECEMBER 18, 1997,
AS AMENDED
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization MISSOURI
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 28,083
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
2,966,312
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,966,312
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2%
(See Item 5)
14. Type of Reporting Person
IN
Page 4 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
JOSEPH R. BIXBY
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
7. Sole Voting Power
NUMBER OF SHARES 247
8. Shared Voting Power
BENEFICIALLY OWNED 2,751,815
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
2,966,312
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,966,312
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2%
(See Item 5)
14. Type of Reporting Person
IN
Page 5 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
MARGIE MORRIS BIXBY
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
7. Sole Voting Power
NUMBER OF SHARES 247
8. Shared Voting Power
BENEFICIALLY OWNED 29,883
BY EACH REPORTING 9. Sole Dispositive Power
PERSON WITH 10. Shared Dispositive Power
2,968,112
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,968,112
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2%
(See Item 5)
14. Type of Reporting Person
IN
Page 6 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
NANCY BIXBY HUDSON
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
7. Sole Voting Power
NUMBER OF SHARES 331,844
8. Shared Voting Power
BENEFICIALLY OWNED 117,397
BY EACH REPORTING 9. Sole Dispositive Power
331,566
PERSON WITH 10. Shared Dispositive Power
2,966,312
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,297,878
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
26.9%
(See Item 5)
14. Type of Reporting Person
IN
Page 7 of 16
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
LEE M. VOGEL
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
7. Sole Voting Power
NUMBER OF SHARES 278
8. Shared Voting Power
BENEFICIALLY OWNED 67,967
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
2,968,112
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,968,112
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
24.2%
(See Item 5)
14. Type of Reporting Person
IN
Page 8 of 16
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This Schedule 13D is the initial filing with the Securities and Exchange
Commission ("Commission") by JRB Interests Ltd., a Texas partnership, by the
Joseph R. Bixby Revocable Trust dated December 18, 1997, as amended, a Missouri
trust, by Margie Morris Bixby Revocable Trust dated December 18, 1997, as
amended, a Missouri trust, by Margie Morris Bixby, by Nancy Bixby Hudson and by
Lee M. Vogel. In the manner indicated below, this Schedule 13D also amends and
supercedes the Schedule 13D filed by Joseph R. Bixby with the Commission on
October 26, 1990. The filing persons file this Schedule 13D as a group. This is
the first Schedule 13D or amendment filed electronically by any of the reporting
persons and therefore amends and restates any prior filings.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D, relates to the common stock, $1.25 par value ("Common
Stock"), of Kansas City Life Insurance Company, a Missouri legal reserve life
insurance corporation (the "Company"), whose principal executive offices are at
3520 Broadway, Kansas City, Missouri, 64111-2565. This Schedule 13D takes into
account the Company's 2 for 1 stock split which became effective June 21, 1999.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by JRB Interests Ltd., a Texas limited
partnership (the "Partnership"), the Joseph R. Bixby Revocable Trust dated
December 18, 1997, as amended, a Missouri trust (the "JRB Revocable Trust"), the
Margie Morris Bixby Revocable Trust dated December 18, 1997, as amended, a
Missouri Trust ("MMB Revocable Trust"), Joseph R. Bixby ("Mr. Joseph Bixby"),
Margie Morris Bixby ("Ms. Margie Bixby"), Nancy Bixby Hudson ("Ms. Hudson") and
Lee M. Vogel ("Mr. Vogel").
The principal business of the Partnership is managing the assets of the
Partnership. The principal address of the Partnership is 3520 Broadway, Kansas
City, Missouri, 64111-2565. Under the Limited Partnership Agreement of the
Partnership (the "Partnership Agreement"), the Partnership Agreement became
effective in August 1999 and has a term of 50 years. The Partnership has not
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor during the last five years has
the Partnership been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any 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.
The principal business of the JRB Revocable Trust is managing the assets
of the JRB Revocable Trust. The principal address of the JRB Revocable Trust is
3520 Broadway, Kansas City, Missouri, 64111-2565. The JRB Revocable Trust has
not during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor during the last five
years has the JRB Revocable Trust been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
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.
Page 9 of 16
<PAGE>
The principal business of the MMB Revocable Trust is managing the assets
of the MMB Revocable Trust. The principal address of the MMB Revocable Trust is
3520 Broadway, Kansas City, Missouri, 64111-2565. The MMB Revocable Trust has
not during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor during the last five
years has the MMB Revocable Trust been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
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.
Mr. Joseph Bixby is an individual whose present primary occupation is as
Chairman of the Board of Directors of the Company with an office at 3520
Broadway, Kansas City, Missouri, 64111-2565. Mr. Joseph Bixby has been a member
of the Board of Directors of the Company since 1957. As sole trustee to the JRB
Revocable Trust, Mr. Joseph Bixby is the managing partner of the Partnership.
During the last five years, Mr. Joseph Bixby has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in any judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violations with respect to
such laws. Mr. Joseph Bixby is a citizen of the United States.
Ms. Margie Bixby is a self employed individual with an office at 3530
Pennsylvania, Kansas City, Missouri, 64111. Ms. Margie Bixby is the sole trustee
of the MMB Revocable Trust. During the last five years, Ms. Margie Bixby has not
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws. Ms. Margie Bixby is a citizen of the
United States.
Ms. Hudson is a self employed individual with an office at 425 Baldwin
Creek Road, Lander, Wyoming. Ms Hudson is a general partner of the Partnership.
During the last five years, Ms. Hudson has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violations with respect to
such laws. Ms. Hudson is a citizen of the United States.
Mr. Vogel is an individual whose present primary occupation is as
President of Business Video Solutions, Inc, with an office at 4701 NW 59th
Court, Kansas City, Missouri 64151. Mr. Vogel is a general partner of the
Partnership. During the last five years, Mr. Vogel has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in any judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violations with respect to
such laws. Mr. Vogel is a citizen of the United States.
Page 10 of 16
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. The filing of this Schedule 13D was not prompted by the
purchase of any Common Stock by any of the reporting persons. See Item 5.
ITEM 4. PURPOSE OF TRANSACTION.
On December 18, 1997, for the benefit of his children and grandchildren,
Mr. Joseph Bixby contributed 2,966,312 shares of Common Stock to the JRB
Revocable Trust. On August 12, 1999, as sole trustee of the JRB Revocable Trust,
Mr. Joseph Bixby transferred the 2,966,312 shares of Common Stock owned by the
JRB Revocable Trust to the Partnership.
Except as set forth in this Item 4, none of the Partnership, the JRB
Revocable Trust, MMB Revocable Trust, Mr. Joseph Bixby, Ms. Margie Bixby, Ms.
Hudson nor Mr. Vogel have any present plans or proposals that relate to or that
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Act. However, each reserves the right to formulate such
plans or proposals, and to take such action with respect to any or all of such
matters and any other matters as they may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Taking into account those shares of Common Stock for which the Partnership
shares voting and dispositive power, the aggregate number of shares of Common
Stock beneficially owned by the Partnership is 2,966,312, which accounts for
24.2% of the entire class of shares of Common Stock of the Company. (See Item
5(b)).
Taking into account those shares of Common Stock for which the JRB
Revocable Trust shares voting and dispositive power, the aggregate number of
shares of Common Stock beneficially owned by the JRB Revocable Trust is
2,966,312, which accounts for 24.2% of the entire class of shares of Common
Stock of the Company. (See Item 5(b)).
Taking into account those shares of Common Stock for which the MMB
Revocable Trust shares voting and dispositive power, the aggregate number of
shares of Common Stock beneficially owned by the MMB Revocable Trust is
2,966,312, which accounts for 24.2% of the entire class of shares of Common
Stock of the Company. (See Item 5(b)).
Taking into account those shares of Common Stock for which Mr. Joseph
Bixby shares voting and dispositive power, the aggregate number of shares of
Common Stock beneficially owned by Mr. Joseph Bixby is 2,966,312, which accounts
for 24.2% of the entire class of shares of Common Stock of the Company. (See
Item 5(b)).
Taking into account those shares of Common Stock for which Ms. Margie
Bixby shares voting and dispositive power, the aggregate number of shares of
Common Stock beneficially owned by Ms. Margie Bixby is 2,968,112, which accounts
for 24.2% of the entire class of shares of Common Stock of the Company. (See
Item 5(b)).
Page 11 of 16
<PAGE>
Taking into account those shares of Common Stock for which Ms. Hudson
shares voting and dispositive power, the aggregate number of shares of Common
Stock beneficially owned by Ms. Hudson is 3,297,878, which accounts for 26.9% of
the entire class of shares of Common Stock of the Company. (See Item 5(b)).
Taking into account those shares of Common Stock for which Mr. Vogel
shares voting and dispositive power, the aggregate number of shares of Common
Stock beneficially owned by Mr. Vogel is 2,968,112, which accounts for 24.2% of
the entire class of shares of Common Stock of the Company. (See Item 5(b)).
As of October 5, 1999, the Company has informed the reporting persons
that the Company's stock transfer records reflect 12,281,650 shares of Common
Stock outstanding.
(b) Generally, under Section 3.02(a) of the Partnership Agreement, the
management powers of the Partnership, including the power to invest or otherwise
participate in other partnerships, corporations or other entities, are exercised
only by the managing partner or by unanimous consent of the general partners.
However, Section 3.02(d) provides that if the Partnership owns securities in any
corporation giving the Partnership the power to vote 20% or more of the total
combined voting power for that corporation, those securities shall be voted by
each of the general and limited partners of the Partnership rather than the
Partnership based on the Partnership interest in the Partnership owned by each
general and limited partner. Relevant portions of the Partnership Agreement are
set forth as Exhibit 2 hereto.
The general and limited partners of the Partnership holding partnership
interests in the Partnership are the JRB Revocable Trust, the MMB Revocable
Trust, Mr. Joseph Bixby, Ms. Margie Bixby, Ms. Hudson, Mr. Vogel, The Nancy
Bixby Hudson GST Trust, the Issue Trust for Nancy Bixby Hudson and the Issue
Trust for Lee M. Vogel. The partnership interest of each partner is determined
by looking at the partner's capital account. As a general partner and Class C
limited partner, the JRB Revocable Trust owns 92.7689135% of the partnership
interests in the Partnership. As a general partner and Class C limited partner,
the MMB Revocable Trust holds .9467172% of the partnership interests in the
Partnership. As Class A limited partners, each of Mr. Joseph Bixby and Ms.
Margie Bixby own .008331944% of the partnership interest in the Partnership. As
a general partner, each of Ms. Hudson and Mr. Vogel own .00937343776% of the
partnership interests in the Partnership. As a Class B limited partner, the
Nancy Bixby Hudson GST Trust owns 1.666388935% of the partnership interests in
the Partnership. As Class B limited partners, each of the Issue Trust for Nancy
Bixby Hudson and the Issue Trust for Lee M. Vogel own 2.291284785% of the
partnership interests in the Partnership.
The Partnership directly owns and shares with the managing partner of the
Partnership, Mr. Joseph Bixby, and the general partners of the Partnership, the
JRB Revocable Trust, the MMB Revocable Trust, Ms. Hudson and Mr. Vogel, the
power to dispose, or direct the disposition of the Partnership Shares.
As a general partner of the Partnership, the JRB Revocable Trust, owning
92.7689135% of the Partnership interest in the Partnership, shares with Mr.
Joseph Bixby, the sole trustee of the JRB Revocable Trust, the power to vote, or
to direct the vote of 2,751,815 shares of Common Stock, and shares the power to
dispose, or direct the disposition of the Partnership
Page 12 of 16
<PAGE>
Shares with the Partnership, the other general partners of the Partnership and
the managing partner of the Partnership.
As a general partner of the Partnership, the MMB Revocable Trust, owning
.9467172% of the Partnership interest in the Partnership, shares with Ms. Margie
Bixby, the sole trustee of the MMB Revocable Trust, the power to vote, or to
direct the vote of 28,082 shares of Common Stock, and shares the power to
dispose, or direct the disposition of the Partnership Shares with the
Partnership, the other general partners of the Partnership and the managing
partner of the Partnership.
As sole trustee of the JRB Revocable Trust, Mr. Joseph Bixby shares with
the JRB Revocable Trust the power to vote, or to direct the vote of 2,751,815
shares of Common Stock. As a Class A limited partner owning .008331944% of the
partnership interests in the Partnership, Mr. Joseph Bixby has sole power to
vote, or to direct the vote of 247 shares of Common Stock. As managing partner
of the Partnership, Mr. Joseph Bixby shares the power to dispose, or direct the
disposition of the Partnership Shares with the Partnership and the general
partners of the Partnership.
As sole trustee of MMB Revocable Trust, Ms. Margie Bixby shares with the
MMB Revocable Trust, the power to vote, or to direct the vote of 28,083 shares
of Common Stock, and shares the power to dispose, or direct the disposition of
the Partnership Shares with the Partnership, the general partners of the
Partnership and the managing partner of the Partnership. As a Class A limited
partner owning .008331944% of the partnership interests in the Partnership, Ms.
Margie Bixby has sole power to vote, or to direct the vote of 247 shares of
Common Stock. As a joint tenant with right of survivorship, Ms. Margie Bixby
shares with Mr. Vogel the power to vote, or to direct the vote, and shares the
power to dispose, or direct the disposition of 1,800 shares of Common Stock.
As a general partner of the Partnership, Ms. Hudson owning .009373437% of
the partnership interest of the Partnership has sole power to vote, or to direct
the vote of 278 shares of Common Stock, and shares the power to dispose, or
direct the disposition of the Partnership Shares with the Partnership, the other
general partners of the Partnership and the managing partner of the Partnership.
As co-trustee of the Nancy Bixby Hudson GST Trust and the Issue Trust for Nancy
Bixby Hudson, Ms. Hudson shares, with Richard L. Finn and C. John Malacarne, the
power to vote, or to direct the vote of 117,397 shares of Common Stock. As sole
trustee of the Nancy Bixby Hudson Trust dated December 11, 1997, a Missouri
Trust (the "NBH Revocable Trust"), Ms. Hudson has the sole power to vote, or to
direct the vote, and the sole power to dispose, or direct the disposition of
331,566 shares of Common Stock, all of which Ms. Hudson transferred to the NBH
Revocable Trust on April 10, 1998.
As a general partner of the Partnership, Mr. Vogel owning .009373437% of
partnership interest of the Partnership has sole power to vote, or to direct
the vote of 278 shares of Common Stock, and shares the power to dispose, or
direct the disposition of the Partnership Shares with the Partnership, the other
general partners of the Partnership and the managing partner of the Partnership.
As co-trustee of the Issue Trust for Lee M. Vogel, Mr. Vogel shares, with
Richard L. Finn and C. John Malacarne, the power to vote, or to direct the vote,
of 67,967 shares of Common Stock. As a joint tenant with right of survivorship,
Mr. Vogel shares with Ms. Margie
Page 13 of 16
<PAGE>
Bixby the power to vote, or to direct the vote, and shares the power to dispose
or direct the disposition of 1,800 shares of Common Stock.
(c) Other than the transactions described in this Item 4, no transaction
in the Common Stock was effected during the past sixty days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock discussed in this Schedule 13D.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 5 herein and as set forth in the next
paragraph, none of the Partnership, the JRB Revocable Trust, the MMB Revocable
Trust, Mr. Joseph Bixby, Ms. Margie Bixby, Ms. Hudson nor Mr. Vogel are a party
to any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to the shares of Common Stock. However, the
extended Bixby family (including members of the families of Mr. Joseph R. Bixby
and Mr. Walter E. Bixby, Jr., deceased brother of Mr. Joseph R. Bixby)
beneficially owns more than a majority of the outstanding shares of Common Stock
and each reporting person shares an expectation that such ownership will
continue.
Pursuant to a Deed of Gift to Nancy Bixby Hudson f/k/a Nancy Lea Curtis
relating to 150,000 shares of Common Stock, reflecting a 3-for-1 stock split
conducted by the Company, which stock split became effective on June 13, 1985,
and the 2-for-1 stock split conducted by the Company in June 1999 (See Item 1),
Ms. Hudson cannot accept a bona fide offer to purchase such shares without first
offering Ms. Kathryn A Bixby-Haddad, Mr. Kellie S. Curtis, Mr. Joseph Bixby,
Mr. Walter E. Bixby, III, Ms. Angeline I. O'Connor f/k/a Angeline I. Oxler and
Mr. Robert Phillip Bixby the right to purchase such shares upon the terms set
forth in the bona fide offier.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Statement of Joint Filing.
Exhibit 2. Article III (Management) and the Signature Pages of the
Limited Partnership Agreement of JRB Interests Ltd. (the
"Partnership Agreement") by and among the General Partners and
Limited Partners as set forth on the Signature Pages of the
Partnership Agreement.
Exhibit 3. Deed of Gift dated December 25, 1976 by Joseph R. Bixby in
favor of Nancy Bixby Hudson f/k/a Nancy Lea Curtis.
Page 14 of 16
<PAGE>
EXHIBIT INDEX
TO SCHEDULE 13D
No. Description of Exhibit
1. Statement of Joint Filing.
2. Article III (Management) and the Signature Pages of the Limited
Partnership Agreement of JRB Interests Ltd. (the "Partnership Agreement")
by and among the General Partners and Limited Partners as set forth on the
Signature Pages of the Partnership Agreement.
3. Deed of Gift dated December 25, 1976 by Joseph R. Bixby in favor of Nancy
Bixby Hudson f/k/a Nancy Lea Curtis.
Page 15 of 16
<PAGE>
Schedule 13D
Filing
November 4, 1999
SIGNATURES
After reasonable 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.
JRB Interests Ltd.
November 4, 1999 By: /s/ Joseph R. Bixby
_____________________________________
Name: Joseph R. Bixby
Title: Managing Partner
Joseph R. Bixby Revocable Trust dated
December 18, 1997, as amended
November 4, 1999 By: /s/ Joseph R. Bixby
_____________________________________
Name: Joseph R. Bixby
Title: Trustee
Margie Morris Bixby Revocable Trust dated
December 18, 1997, as amended
November 4, 1999 By: /s/ Margie Morris Bixby
_____________________________________
Name: Margie Morris Bixby
Title: Trustee
November 4, 1999 /s/ Joseph R. Bixby
__________________________________________
Joseph R. Bixby
November 4, 1999 /s/ Margie Morris Bixby
__________________________________________
Margie Morris Bixby
November 4, 1999 /s/ Nancy Bixby Hudson
__________________________________________
Nancy Bixby Hudson
November 4, 1999 /s/ Lee M. Vogel
__________________________________________
Lee M. Vogel
Page 16 of 16
EXHIBIT 1
STATEMENT OF JOINT FILING
Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities Exchange
Act of 1934, the foregoing Schedule 13D, Amendment No. 1 is filed on behalf of
the JRB Interests Ltd., the Joseph R. Bixby Revocable Trust dated December 18,
1997, as amended, the Margie Morris Bixby Trust dated December 18, 1997, as
amended, Joseph R. Bixby, Margie Morris Bixby, Nancy Hudson and Lee M. Vogel.
JRB Interests Ltd.
November 4, 1999 By: /s/ Joseph R. Bixby
_____________________________________
Name: Joseph R. Bixby
Title: Managing Partner
Joseph R. Bixby Revocable Trust dated
December 18, 1997, as amended
November 4, 1999 By: /s/ Joseph R. Bixby
_____________________________________
Name: Joseph R. Bixby
Title: Trustee
Margie Morris Bixby Revocable Trust dated
December 18, 1997, as amended
November 4, 1999 By: /s/ Margie Morris Bixby
_____________________________________
Name: Margie Morris Bixby
Title: Trustee
November 4, 1999 /s/ Joseph R. Bixby
__________________________________________
Joseph R. Bixby
November 4, 1999 /s/ Margie Morris Bixby
__________________________________________
Margie Morris Bixby
November 4, 1999 /s/ Nancy Bixby Hudson
__________________________________________
Nancy Bixby Hudson
November 4, 1999 /s/ Lee M. Vogel
__________________________________________
Lee M. Vogel
Exhibit 2
LIMITED PARTNERSHIP AGREEMENT
OF
JRB INTERESTS, LT.D
<PAGE>
ARTICLE III
Management
3.01 Powers of Management. The Powers of Management include all powers to
take any action or no action in managing the Partnership's business and affairs
as may be necessary or appropriate to achieve the Partnership's purposes,
including the power:
3.01(a) to purchase or otherwise acquire, construct, deal in,
sell, lease or otherwise dispose of full or fractional interests in real
property, depreciable property or personal property of any kind,
including buildings, machinery, equipment or otherwise; to sell, assign,
transfer, convey, lease, loan, exchange or otherwise dispose of all or
any part of the Partnership Assets;
3.01(b) to invest or otherwise participate in other partner-
ships, corporations or other entities;
3.01(c) to provide or contract for services of any kind; to make,
enter into, deliver and perform contracts, agreements and other
undertakings; to contract for the services of accountants, lawyers,
investment managers, appraisers, contractors, or other service providers
and to delegate powers to any such person, whether ministerial or
discretionary; to retain or employ employees; to appoint any individual
as an officer of the Partnership; and to delegate to any such officers
or employees any of the Powers of Management;
3. 01 (d) to lend money with or without security to any person,
including any Partner or any Partner's Affiliate, on any terms
determined to be appropriate;
3.01(e) without limitation as to amount or terms, to borrow and
raise moneys, to issue, accept, endorse and execute promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other
negotiable or nonnegotiable instruments and evidences of indebtedness,
and to secure the payment of any such indebtedness and any interest in
any such indebtedness by mortgage, pledge, transfer or assignment in
trust of all or any part of the Partnership Assets, whether owned at the
time of any such transactions or acquired thereafter, and to sell,
pledge or otherwise dispose of any such obligations of the Partnership;
3.01(f) to guarantee any financial transaction of any kind
with or without charging a fee therefor;
3.01(g) to establish trusts for the benefit of the Partnership
which are revocable by the Partnership Management, and to assign and
convey all or any part of the Partnership Assets into such trusts on any
terms deemed appropriate by the Partnership Management; provided that
any such trust shall be revocable in favor of the Partnership;
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<PAGE>
3.01(h) to have and maintain one or more offices and to rent or
acquire office space, engage personnel, purchase equipment and supplies
and do anything else which may be appropriate in connection with the
maintenance of offices;
3.01(i) to buy or hold insurance of any kind;
3.01(j) to pay any expenses related to any of the Partnership's
businesses or affairs;
3.01(k) to compromise claims against the Partnership;
3.01(l) to establish bank accounts and other similar accounts for
the Partnership; to make or delegate the authority to make withdrawals
from such accounts by check or electronic transfer in the name of the
Partnership; and
3.01(m) to acquire real and personal property, arrange financing,
enter contracts and complete any other arrangements on behalf of the
Partnership, either in the name of the Partnership, in the name of any
General Partner having the authority to exercise the Powers of
Management or in the name of a nominee, without having to disclose the
existence of the Partnership.
3.02 Authority to Exercise Powers of Management. Except with respect to a
Partner's approval rights pertaining to Major Decisions as provided in Section
3.10, the Powers of Management shall be exercised only by those General Partners
granted the authority to exercise the Powers of Management by this Section,
which General Partners shall comprise the Partnership Management. Any exercise
of the Powers of Management in accordance with the provisions of this Section
shall be binding on the Partnership.
3.02(a) Managing Partner. Whenever there is a Managing Partner,
the Powers of Management shall be exercised only by the Managing Partner
or by unanimous consent of the General Partners.
3.02(b) No Managing Partner. Whenever there is no Managing
Partner, the Powers of Management shall be exercised only by majority
consent of the General Partners on the basis of their Percentage
Interests.
3.02(c) Exception for Life Insurance. Notwithstanding the
foregoing provisions of this Section, any decision on behalf of the
Partnership to acquire a life insurance policy which insures the life of
any Partner shall be made on behalf of the Partnership only by majority
consent of the General Partners, excluding the Partner to be insured, on
the basis of their Percentage Interests. At any time during which the
Partnership owns any life insurance policy insuring the life of any
Partner or otherwise possesses any of the incidents of ownership with
respect to any such policy, as the term "incidents of ownership" is
defined for purposes of Section 2042 of the Code, the insured Partner
shall have no right or power to exercise any Powers of Management with
respect to any incidents of ownership of the policy, including the right
to borrow from the insurance company or any other person using the
policy as collateral, to change or prevent any change in the beneficiary
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<PAGE>
designation under the policy, to surrender the policy or any portion of
the policy for its cash surrender value, and to cancel or terminate the
policy; instead, the Powers of Management with respect to the policy
shall be exercised only by majority consent of the General Partners,
excluding the insured Partner, on the basis of their Percentage
Interests.
3.02(d) Exception for Controlled Corporations. Notwithstanding
the foregoing provisions of this Section and the other provisions of
this agreement, with respect to any corporate stock owned by the
Partnership, if the Partnership, either alone or in conjunction with any
other person, has the right to vote stock possessing at least twenty
percent of the total combined voting power of all classes of stock of
the corporation, then the stock shall be voted by the Partners and
Assignees on a proportionate basis given their respective Interests in
the partnership. Thus, for example, if there are three Partners with
Partnership Interests of 50%, 30% and 20% respectively, the first
Partner would vote 50% of the stock, the second Partner would vote 30%
of the stock, and the third Partner would vote 20% of the stock. For
purposes of this subsection, the determination of the Partnership's
percentage vote with respect to corporate stock shall be made as
provided in section 318 of the Code as if Joseph R. Bixby owned all of
the Partnership's stock.
3.02(e) No Authority Given to Limited Partners. Other than with
respect to a Limited Partner's approval rights pertaining to Major
Decisions as provided in Section 3.10, no Limited Partner shall have any
authority to exercise any Powers of Management.
3.03 Managing Partner. Subject to the rights of Class A Limited Partners
when Guaranteed Payments are in arrears as provided in Section 7.01(c), the
Managing Partner shall serve only as provided in this Section.
3.03(a) Appointment. As the initial Managing Partner, the General
Partners appoint Joseph R. Bixby, in his capacity as trustee of the
Joseph R. Bixby Revocable Trust. If Joseph R. Bixby for any reason fails
or ceases to serve as trustee of the Joseph R. Bixby Revocable Trust,
then the successor trustee or trustees of such trust or of any successor
trusts shall serve as Managing Partner. If at any time there is no
General Partner serving as Managing Partner, then by majority consent of
the General Partners on the basis of their Percentage Interests, the
General Partners may appoint one or more of the General Partners to
serve as Managing Partner.
3.03(b) Resignation. Any General Partner may resign from that
General Partner's position as Managing Partner at any time with or
without cause by providing written notice to all of the other Partners.
3.03(c) Removal. Any General Partner may be removed from that
General Partner's position as Managing Partner by majority consent of
the General Partners on the basis of their Percentage Interests.
3.03(d) Compensation and Reimbursement. Any Managing Partner
shall receive fair and reasonable compensation for any services
performed on behalf of the
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<PAGE>
Partnership and shall be entitled to receive reimbursement for any
expenses incurred in the performance of the Managing Partner's duties
under this Agreement.
3.04 Reliance by Third Parties on General Partners. The Partnership shall
be liable for any transaction with any third party who relies on the authority
of any General Partner within the Partnership Management if that General Partner
communicates to the third party that the actions taken by the General Partner
are taken on behalf of the Partnership, and the third party shall not be deemed
to have any duty to determine whether the General Partner has the authority to
take the action even if it appears to be prohibited by this Agreement; provided
that whenever there is a Managing Partner, any action taken by any person other
than the Managing Partner which has not been delegated by the Managing Partner
to the person, even if the action is stated to be taken on behalf of the
Partnership, shall not be binding on the Partnership. This Section shall not
affect the liability of any General Partner to the Partnership or the other
Partners for any conduct which violates other provisions of this Agreement.
3.05 Delegation by General Partners. Any General Partner may delegate any
obligation or power under this Agreement to any employee of the Partnership and
may utilize a power of attorney to delegate any obligation or power under this
Agreement to an agent, attorney or attorney-in-fact. To the extent provided by a
General Partner in a power of attorney, the General Partner's agent, attorney or
attorney-in-fact shall have complete authority to exercise every power granted
to the General Partner by this Agreement and to fulfill every obligation which
is required of the General Partner under this Agreement.
3.06 Time and Effort Required of General Partners. The General Partners
shall devote an amount of time and effort to the Partnership which is consistent
with the duty of care imposed by Section 3.07(d); provided that nothing in this
Agreement shall be deemed to restrict the freedom of any General Partner to
conduct any business activity separate and apart from the Partnership other than
the duty of loyalty imposed by Section 3.07(c).
3.07 Duties of General Partners; Limitations.
3.07(a) Funds Available. Except as provided in Section 10.09(b)
with respect to the restoration of Capital Account deficits, any
obligation of a General Partner under this Agreement or by operation of
law shall be performable only to the extent that the Partnership has
funds available therefor, and no General Partner shall be liable
personally with respect to any such obligation.
3.07(b) No Guarantees. Except as provided in this Agreement with
respect to Guaranteed Payments, the General Partners do not guarantee
the return of any Partner's capital contributions nor do they guarantee
any allocations of Profits or Losses nor any distributions of
Distributable Cash to any Partner or Assignee.
3.07(c) Duty of Loyalty. In exercising the powers granted by this
Agreement and in performing the duties required by this Agreement, each
General Partner has a duty (i) to account to the Partnership and to hold
for the Partnership any property, profit or benefit derived by the
General Partner in conducting and winding up the Partnership's
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<PAGE>
business and affairs or from the General Partner's use of any of the
Partnership Assets, (ii) to refrain from dealing with the Partnership on
behalf of a party having an interest adverse to the Partnership and
(iii) to refrain from competing with the Partnership or dealing with the
Partnership in a manner adverse to the Partnership. Consistent with this
duty, any General Partner or any General Partner's Affiliate may own,
operate or invest in any property or business venture which is not owned
or operated by the Partnership without providing notice to the
Partnership, the other Partners or any Assignees and without allowing
the participation of the Partnership, the other Partners or any
Assignees, such that neither the Partnership nor any Partner or Assignee
shall have any rights with respect to any such properties or business
ventures nor any claims with respect to their effect on the Partnership.
Also consistent with this duty, any General Partner or any General
Partner's Affiliate may transact business of any kind with the
Partnership and any of the Partners or Assignees. This subsection is
intended to impose on the General Partners the duty of loyalty imposed
by Section 4.04 of the Texas Revised Partnership Act without
modification.
3.07(d) Duty of Care; Business Judgment Rule. In exercising the
powers granted by this Agreement and in performing the duties required
by this Agreement, each General Partner has a duty to act in good faith
with the reasonable belief that the General Partner's actions are in the
Partnership's best interests; provided that an error in judgment by
itself shall not constitute a violation of this duty. Consistent with
this duty, each General Partner may act without liability to the
Partnership, the other Partners or any Assignee in reliance upon any
written instrument which is reasonably believed by the General Partner
to be genuine and to have been signed or presented by the proper
parties. Also consistent with this duty, each General Partner may act or
refrain from acting without liability to the Partnership, the other
Partners or any Assignee in reliance upon any opinion of any consultant
or adviser with respect to matters which the General Partner reasonably
believes to be within the consultant's or adviser's professional
competence. This subsection is intended to impose on the General
Partners the duty of care imposed by Section 4.04 of the Texas Revised
Partnership Act without modification.
3.08 Indemnification of General Partners.
3.08(a) Mandatory Indemnification; Standards. To the fullest
extent permitted by law, the Partnership shall indemnify any Partner or
former Partner who or which was, is or is threatened to be made a named
defendant or respondent in any legal proceeding because the person is or
was a General Partner if it is determined as provided in Section 11.06
of the Act that the Partner or former Partner acted in good faith, acted
in the Partnership's best interests when acting in the official capacity
of a General Partner, and in all other cases acted in a manner which at
least was not opposed to the Partnership's best interests, such that the
indemnification permitted by Section 11.02 of the Act shall be
mandatory.
3.08(b) Scope of Indemnification. Pursuant to the indemnity
described above in this Section, the Partnership shall reimburse any
qualifying Partner or former Partner for any payments made with respect
to judgments, penalties, including excise and similar taxes,
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<PAGE>
fines, settlements and reasonable expenses, including attorneys' fees,
related to the proceeding. The indemnification rights granted by this
Section are in addition to any rights against third parties.
3.08(c) Advance Payment of Expenses. To the fullest extent
permitted by law, the Partnership shall pay or reimburse, in advance or
during the course of any proceeding, reasonable expenses incurred by any
Partner or former Partner who or which was, is or is threatened to be
made a named defendant or respondent in any legal proceeding because the
person is or was a General Partner without the determination specified
in Section 11.06 of the Act and referenced above in this Section and
without the authorization or determination specified in Section 1 1.07
of the Act if the Partnership first receives a written affirmation by
the Partner of the Partner's good faith belief that the Partner has met
the standard of conduct necessary for indemnification under this Section
and also receives a written undertaking by or on behalf of the Partner
to repay the amount paid or reimbursed if it ultimately is determined
that indemnification against expenses incurred in connection with that
proceeding is prohibited by Section 11.05 of the Act.
3.09 Limited Partners.
3.09(a) No Control Over Management. Other than with respect to a
Limited Partner's approval rights pertaining to Major Decisions as
provided in Section 3.1 0, no Limited Partner shall have any authority
to exercise the Powers of Management nor to participate in the control
of the Partnership's business or affairs. The Partnership shall not be
bound by any act of a Limited Partner.
3.09(b) Limited Liability. The Limited Partners shall not
be personally liable for any debts or obligations of the Partnership.
3.09(c) No Return of Contributions. The Limited Partners shall
have no right to withdraw from the Partnership other than by exercising
the Put Right as provided in Section 9.02(b) and shall have no right to
a return of any contributions to the Partnership made by them except to
the extent that distributions made to them in the normal course of
business as provided in Article VII and upon liquidation of the
Partnership as provided in Section 10.06 may be considered as such by
law.
3.09(d) Access to Certain Information. Upon written request by a
Limited Partner, but only at the expense of the Limited Partner and only
at reasonable times and for a purpose related to the Limited Partner's
Limited Partnership Interest, a Limited Partner may require the
Partnership to provide: (i) true and full information regarding the
status of the business and financial condition of the Partnership; (ii)
a copy of the Partnership's federal, state and local income tax returns
promptly after they become available; (iii) a current list of the full
name and last known business, residence or mailing address of each
Partner; (iv) a copy of this Agreement and the Certificate of Limited
Partnership, together with executed copies of any powers of attorney
pursuant to which this Agreement and the Certificate of Limited
Partnership may have been executed; (v) any other information regarding
the Partnership's business and affairs as is just and reasonable; and
(vi) subject to contractual
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<PAGE>
limitations regarding confidentiality and access to information
contained in agreements between the Partnership and third parties
covering all or any part of the Partnership Assets or properties owned
by other entities in which the Partnership owns a direct or indirect
interest, and at the Limited Partner's own risk, access to any such
Partnership Assets and properties and the opportunity to observe all
operations related to any such Partnership Assets and properties.
3.09(e) Competition. Except as specifically prohibited in Section
3.07(c), any Limited Partner may own, operate or invest in any property
or business venture which is not owned or operated by the Partnership
without providing notice to the Partnership or the other Partners and
without allowing the participation of the Partnership or the other
Partners, such that neither the Partnership nor any Partner shall have
any rights with respect to any such properties or business ventures nor
any claims with respect to their effect on the Partnership.
3.09(f) Transactions with Partnership. Any Limited Partner or any
Limited Partner's Affiliate may transact business of any kind with the
Partnership and any of the Partners.
3.10 Approval Rights Related to Certain Major Decisions.
3.1.(a) Unanimous Approval. Subject to the procedures described
below in this Section, the following Major Decisions shall not be made
on behalf of the Partnership by any General Partner without the prior
written consent of all of the Partners:
(i) filing a petition for relief in bankruptcy under any
federal bankruptcy law or any other jurisdiction's debtor relief
law;
(ii) making any decision or taking any action which would
make it impossible to carry on the Partnership's business and
affairs; or
(iii) violating this Agreement in any manner.
3.1.(b) Procedures Regarding Major Decisions. Prior to making any
Major Decision, a General Partner shall provide all of the other
Partners with a written notice describing the Major Decision and
providing any other information which may be reasonably necessary for
them to evaluate the Major Decision; provided that the Partnership shall
bear any expenses related to providing the notice and information. If
any Partner fails to approve or disapprove the Major Decision within ten
days after receipt of the notice and information required above, that
Partner shall be deemed to have approved the Major Decision; provided
that the Partnership Management may extend the ten-day period if it
provides written notice to all of the other Partners.
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<PAGE>
IN WITNESS OF THIS AGREEMENT, the parties to this Agreement have signed
below on the dates indicated, to be effective as of the Effective Date.
GENERAL PARTNERS:
/s/ Joseph R. Bixby
- ------------------------------------
Joseph R. Bixby, trustee of the
Joseph R. Bixby Revocable Trust
Date: ______________________________
/s/ Margie Morris Bixby
- ------------------------------------
Margie Morris Bixby, as trustee of
the Margie Morris Revocable Trust
Date: ______________________________
/s/ Nancy Hudson
- ------------------------------------
Nancy Hudson
Date: ______________________________
/s/ Lee M. Vogel
- ------------------------------------
Lee M. Vogel
Date: ______________________________
CLASS A LIMITED PARTNER:
/s/ Joseph R. Bixby
- ------------------------------------
Joseph R. Bixby
Date: ______________________________
/s/ Margie Morris Bixby
- ------------------------------------
Margie Morris Bixby
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<PAGE>
CLASS B LIMITED PARTNERS:
/s/ Nancy Bixby Hudson
- ------------------------------------
Nancy Bixby Hudson, trustee of the
Nancy Bixby Hudson GST
Trust, the Issue Trust for
Nancy Bixby Hudson
Date: ______________________________
/s/ Richard L. Finn
- ------------------------------------
Richard L. Finn, trustee of the
Nancy Bixby Hudson GST Trust, the
Issue Trust for Nancy Bixby Hudson
and the Issue Trust for Lee M. Vogel
Date: ______________________________
/s/ C. Jack Malacarne
- ------------------------------------
C. Jack Malacarne, trustee of the
Nancy Bixby Hudson GST Trust and the
Issue Trust for Nancy Bixby Hudson
and the Issue Trust for Lee M. Vogel
Date: ______________________________
CLASS C LIMITED PARTNER:
/s/ Joseph R. Bixby
- ------------------------------------
Joseph R. Bixby, trustee of the
Joseph R. Bixby Revocable Trust
Date: ______________________________
/s/ Margie Morris Bixby
- ------------------------------------
Margie Morris Bixby, as trustee of
the Margie Morris Revocable Trust
Date: ______________________________
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Exhibit 3
DEED OF GIFT
I, Joseph R. Bixby, of Kansas City, Jackson County, Missouri, in
consideration of natural love and affection, hereby transfer to my daughter,
Nancy Lea Curtis, Twenty-five Thousand (25,000) shares of Kansas City Life
Insurance Company (herein called the "Company") capital stock represented by
certificate number KU2215, to be hers absolutely, subject, however, to the
following conditions:
1. The Donee takes said shares subject to the Securities Act of 1933 as
amended and the rules and regulations of the Securities and Exchange
Commission issued thereunder, including but not limited to Rule 144
adopted pursuant to the Securities Act of 1933 and subject to the
Blue Sky laws of any State from time to time having jurisdiction.
Donee shall not sell, transfer or otherwise dispose of such shares
without appropriate registration statements under such laws or an
opinion of counsel satisfactory to the Donor and the Company that
such registration is not required.
2. The Donee shall not sell, voluntarily transfer, assign, convey or
otherwise dispose of said shares until she shall obtain thirty-five
(35) years of age. If Donee shall die before obtaining age thirty-five
(35), and intestate or testamentary disposition of shares is subject to
the restrictions and conditions recited in paragraphs 1, 3, 4 and 5
herein.
3. After the aforesaid holding period (or prior to the expiration thereof,
if the holding period shall be deemed in applicable for any reason,
including but not limited to the death of the Donee), if the Donee
shall receive a bona fide firm offer from a third party to purchase
such shares (or any portion thereof) from Donee, and if the Donee
shall desire to accept such bona fide offer, then, prior to
accepting such offer, the Donee covenants and agrees to proceed as
follows:
(a) The Donee shall require that such bona fide offer be set
forth in writing, specifying the name of the proposed
purchaser and all details as to the terms and conditions of
the proposed sale.
(b) The Donee shall deliver by certified mail to each of the
following persons who are then living, to-wit: Kathryn Ann
Bixby, Kellie Suzanne Curtis, Joseph R. Bixby (the Donor),
Walter E. Bixby, Angeline I. Oxler, Robert Phillip Bixby
and Walter E. Bixby III, a true, correct and complete copy
of such written offer.
(c) The Donee shall offer in writing (which offer shall be sent
by certified mail) to sell such shares which are the
subject matter of such bona fide offer to Kathryn Ann Bixby
and Kellie Suzanne Curtis, if they are both then living, or
to the survivor
<PAGE>
of them if they are not both then living, and such offer
shall be upon the same terms and conditions as set forth in
such bona fide offer.
(d) Kathryn Ann Bixby and Kellie Suzanne Curtis shall have
thirty (30) days within which to accept such offer, and may
accept the same by giving written notice thereof to the
Donee.
(e) If neither Kathryn Ann Bixby nor Kellie Suzanne Curtis
shall accept such offer, or if they are not then living,
then the Donee shall be bound to next offer in the same
manner to sell these stock to Joseph R. Bixby, if living,
who shall have thirty (30) days within which to accept such
offer and may accept the same by giving written notice
thereof to the Donee by certified mail.
(f) If Joseph R. Bixby shall not accept such offer, or if he is
not then living, then the Donee shall be bound to next
offer in the same manner to sell the stock to those of the
following who are living, to-wit: Walter E. Bixby,
Angeline I. Oxler, Robert Phillip Bixby and Walter E.
Bixby III, upon the same terms and conditions and they
each shall have thirty (30) days to purchase or decline
to purchase said stock upon the same terms and
conditions, and they shall so notify the Donee of said
intent by certified mail.
(g) If more tan one of the foregoing persons entitled to accept
an offer at any one time desire to purchase the stock,
Donee shall be bound to sell to them in equal shares. If
one shall not accept the offer, the others may purchase the
shares with respect to which the offer remains unaccepted.
(h) If none of the above parties exercise their right to
purchase, then the Donee or his executors, administrators,
heirs, assigns or personal representatives may accept such
bona fide firm offer, so long as the sale of such shares
shall not constitute a violation of the Securities Act of
1933 and complies with requirements of the Act for a sale.
4. Notwithstanding anything herein to the contrary, the Donee may transfer
by gift or testamentary disposition all or any portion of the shares
covered hereby to any one or more of the descendants of Walter E. Bixby
or Joseph R. Bixby, and such shares shall remain subject to all of the
terms, conditions and restrictions herein imposed on the Donee.
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<PAGE>
5. Whenever any offeree is incompetent, notice shall be given to the
guardian of his estate, and the guardian may accept or reject the offer
for such incompetent.
6. The certificates representing the shares subject to this Deed of Gift
shall bear the following legend:
"These shares are restricted securities and have not been
registered under the Securities Acts of 1933. They may not be
sold, transferred or otherwise disposed of except in accordance
with said Act and the Rules and Regulations issued thereunder,
and are further restricted by a Deed of Gift dated December 25,
1976, a copy of which is attached hereto and the original of
which is deposited with the transfer agent for Kansas City Life
Insurance Company."
7. If any part of this Deed of Gift shall be deemed invalid, the remaining
provisions hereof shall not be affected thereby but shall remain in
full force and effect. Under no circumstances shall the invalidity of
all or any part of this agreement effect the validity of the gift of
the shares described above which shall remain effective under all
circumstances and in all events.
EXECUTED IN TRIPLICATE this 25th day of December, 1976.
________________________ ____________________________________
Witness Joseph R. Bixby
________________________
Witness
______________________________________________________________________________
I hereby accept this gift and agree to the conditions with which it is
given and agree that it shall be binding upon my executor, administrator, heirs,
assigns and personal representatives.
____________________________________
Nancy Lea Curtis
December 25th, 1976
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