Notice of
ANNUAL MEETING OF STOCKHOLDERS
April 22, 1999
and
PROXY STATEMENT
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
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KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 22, 1999
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 22, 1999 at 9 a.m. for the following purposes:
(1) To elect five (5) directors for three (3) year terms.
(2) To authorize a two-for-one stock split by amending Article 4(a)
of the Articles of Incorporation to reduce the par value of the
shares of the capital stock of the Company from $2.50 to $1.25
each, and to increase the number of shares of the capital stock
from 18,000,000 shares to 36,000,000.
(3) To transact such other business as may properly come before the
meeting.
The close of business at 4:15 p.m., March 15, 1999 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/R. Philip Bixby
C. John Malacarne R. Philip Bixby,
Vice President, General Counsel President and CEO
and Secretary
March 29, 1999
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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 22, 1999, 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;
(2) To vote on a proposition to amend the Articles of Incorporation of the
Company pursuant to a resolution adopted at a meeting of the Board of
Directors on January 25,1999, which resolution proposes amending Article
4(a) of the Articles of Incorporation to reduce the par value of the
shares of the capital stock of the Company from $2.50 to $1.25 each and
to increase the number of shares of the capital stock from 18,000,000 to
36,000,000 shares. Article 4(a), as amended, would read as follows:
"Article 4
(a) The capital stock of the Company shall be forty-five million
dollars ($45,000,000) divided into thirty six million
(36,000,000) shares with a par value of one and one-quarter
dollars ($1.25) each."
Each share with a par value of two and one-half dollars ($2.50) a share which
is issued and outstanding immediately prior to this amendment shall be changed
into two (2) shares with a par value of one and one-quarter dollars ($1.25) a
share. The manner in which such change shall be effected is as follows: Each
stockholder of record on May 20, 1999 shall be issued a certificate for an
additional share with a par value of one and one-quarter dollars ($1.25) for
each share then held, which certificate shall be dated, issued and forwarded to
each stockholder on or about June 21, 1999, and each stockholder of record on
May 20, 1999 shall be notified, in writing, at the time such new certificate is
forwarded, that the par value of each existing share of stock has been reduced
from two and one-half dollars ($2.50) to one and one-quarter dollars ($1.25) a
share. The amount of the stated capital of the Company is not changed by this
amendment. The approval of this amendment requires the affirmative vote of
two-thirds of the shares of the capital stock of the Company voting on such
amendment, whether in person or by proxy, but not less than a majority of all of
those entitled to vote at the meeting. The Board of Directors recommends that
you vote FOR this proposed amendment; and
(3) 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,
including procedural matters, 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 28,1999,3,046,675 shares are held as Treasury Stock and 6,201,665 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 15, 1999 shall
be the stockholders entitled to vote at the meeting. In electing 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 1998 previously mailed to stockholders in February, 1999. The
regular Annual Report for 1998 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, 1999
- - --------------------------------------------------------------------------------
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, III President, Old American 1996 176,004
Insurance Company 2,451(l)
Kansas City, Missouri 174,500(2)
5,456(3)
Webb R. Gilmore Chairman, 1990 500(4)
Chief Executive Officer and Shareholder
Gilmore & Bell
Kansas City, Missouri
Nancy Bixby Hudson Investor 1996 165,783(5)
Lander, Wyoming
Daryl D. Jensen Vice Chairman of 1978 24
the Board and President, 11,272(l)
Sunset Life Insurance
Company of America
Olympia, Washington
C. John Malacarne Vice President, General Counsel 1991 10
and Secretary 6,303(l)
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 Board 1957 1,483,156(6)
900(7)
R. Philip Bixby President and CEO 1985 173,999
6,752(l)
174,500(2)
10,602(8)
Richard L. Finn Senior Vice President, 1983 12
Finance 6,895(l)
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
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Shares of
Record and Bene
Served as a ficially Owned
Principal Director as of
Occupation since February 28, 1999
The following schedule sets forth the names of the directors elected April 23,
1998 for three year terms together with certain additional information:
W. E. Bixby Vice Chairman of the Board 1966 1,179,170
Jack D. Hayes Senior Vice President, 1995 250
Marketing 663(l)
Francis P. Lemery Senior Vice President 1985 708
and Actuary 7,929(l)
1,005(10)
Michael J. Ross Chairman of the Board, 1972 300
Jefferson Bank & Trust Company
St. Louis, Missouri
Elizabeth T. Solberg Regional President 1997 100
and Senior Partner,
Fleishman-Hillard, Inc.
Kansas City, Missouri
(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 Walter E. Bixby Descendants Trust. W. E. Bixby, III and R.
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.
(3) Shares as to which Mr. W. E. Bixby, III is Custodian for minor niece and
nephews under the Missouri Transfers to Minors Law.
(4) Shares in the Webb R. Gilmore Revocable Trust. Mr. Gilmore, as Trustee, has
voting and investment power.
(5) Shares in the Nancy Bixby Hudson Revocable Trust. Mrs. Hudson, 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. R. 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.
(10) Shares in the Marie Y. Lemery Trust. Mr. Lemery, as Trustee, has voting and
investment power.
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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 1998. (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 1 Benefits
- - --------------------------------------------------------------------------------
J. R. Bixby Chairman of the Board $ 141,000 ** $ *** $218,688 2$ ***
W. E. Bixby 3 Vice Chairman of the
Board 325,364 ** 9,362 *** ***
R. Philip Bixby President and CEO 440,474 ** 19,997 128,457 ***
W. E. Bixby, III President, Old American 146,153 ** 8,136 45,427 ***
Insurance Company, a subsidiary
Richard L. Finn Senior Vice President, 275,396 ** 13,303 121,272 ***
Finance
Jack D. Hayes Senior Vice President, 278,119 ** 11,557 21,812 ***
Marketing
Daryl D. Jensen Vice Chairman of 216,426 ** 12,114 1 29,954 ***
the Board and President,
Sunset Life Insurance
Company of America,
a subsidiary
Francis P. Lemery Senior Vice President 275,348 ** 13,303 150,662 ***
and Actuary
C. John Malacarne Vice President,
General Counsel 223,414 ** 11,136 121,314 ***
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 Retirement Plan is funded in total and does not provide annual cost
accruals for individual participants.
***None.
1
Represents the estimated annual accrued benefit payable at age 65
calculated based upon pay and service as of December 31, 1998. Participants
may elect a lump sum distribution.
2
The amount shown for Estimated Annual Benefits Upon Retirement for J. R.
Bixby are actual benefits.
3
In April, 1998 Mr. W. E. Bixby retired as President and CEO. The amounts
shown as Aggregate Direct Remuneration and Other Employee Benefits include
amounts paid to him or accrued prior to his retirement. He elected a lump
sum benefit upon retirement, and no further benefit is due from the plan.
By order of the Board of Directors
/s/ C. John Malacarne
C. John Malacarne
Vice President, General Counsel
and Secretary
March 29, 1999
PROXY
KANSAS CITY LIFE INSURANCE COMPANY
3520 BROADWAY KANSAS CITY , MISSOURI 64111-2565
ANNUAL MEETING OF STOCKHOLDERS - April 22, 1999
CUSIP NO. 484836-10-1
PLEASE FILL IN AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
NO POSTAGE WILL BE NECESSARY IF MAILED IN THE UNITED STATES
