As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KANSAS CITY LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Missouri 44-0308260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3520 Broadway, Kansas City, Missouri 64111-2565
(Address of principal executive offices) (Zip Code)
Kansas City Life Insurance Company Savings and Profit Sharing Plan
(Full title of the plan)
Mr. John A. Showalter
Kansas City Life Insurance Company
3520 Broadway
Kansas City, Missouri 64111-2565
(Name and address of agent for service)
(816) 753-7000
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
STINSON, MAG & FIZZELL, P.C.
1201 Walnut Street, Suite 2800
Kansas City, MO 64106
Attention: James W. Allen
(816) 842-8600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Amount to be offering price per aggregate offering price registration
Title of securities to be registered registered share (1) (1) fee
<S> <C> <C> <C> <C>
Kansas City Life Insurance Company Common
Stock (par value $1.25 per share) 400,000 (2) $28.03125 $11,212,500 $2,961
<FN>
(1) Estimated solely for purposes of calculating registration fee, based on
$28.03125, the average of the high and low market prices per share of the
stock as reported by the Nasdaq SmallCap Stock Market on June 13, 2000,
pursuant to Rule 457(h) under the Securities Act of 1933.
(2) The provisions of Rule 416 shall apply to this registration statement and
the number of shares registered on this registration statement
automatically shall increase or decrease as a result of stock splits, stock
dividends, or similar transactions.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The SEC allows Kansas City Life and the Savings and Profit Sharing Plan to
"incorporate by reference" the information that they file with the SEC, which
means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring you to these
documents; and
o information that we file with the SEC will automatically update and
supersede the prospectus and any previously incorporated information.
Kansas City Life and the Savings and Profit Sharing Plan incorporate by
reference the documents or portions of documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"):
o annual report on Form 10-K of Kansas City Life for the year ended
December 31, 1999; and
o annual report on Form 11-K of the Savings and Profit Sharing Plan for
the year ended December 31, 1999.
Kansas City Life and the Savings and Profit Sharing Plan also incorporate
by reference each of the following documents or portions of documents that are
filed with the SEC after the date of the prospectus until the offering is
completed or after the date of the initial registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold:
o reports filed under Sections 13(a) and 13(c) of the Exchange Act;
o definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders'
meeting; and
o reports filed under Section 15(d) of the Exchange Act.
Item 4. Description of Securities.
The authorized capital stock of Kansas City Life consists of 36,000,000
shares of common stock, par value $1.25 per share, of which 12,043,211 shares
were outstanding as of June 13, 2000. No other classes of capital stock are
authorized by the Restated Articles of Incorporation of Kansas City Life.
The descriptions set forth below do not purport to be complete and are
qualified in their entirety by reference to:
o the 1986 Restated Articles of Incorporation of Kansas City Life; and
o the By-laws of Kansas City Life, as amended.
General
Each share of our common stock entitles the holder thereof to one vote on
all matters submitted to a vote of the shareholders, except the election of
directors. At all elections of directors, each shareholder is entitled to as
many votes as shall equal the number of shares held by such shareholder
multiplied by the number of directors to be elected, and such shareholder may
cast all such votes for a single director or may distribute them among the
number of directors to be voted for as such shareholder may see fit. Our common
stock is not subject to redemption or future calls or assessment by Kansas City
Life. Holders of common stock do not have preemptive rights, or rights to
convert their common stock into other securities. The holders of common stock
are entitled to receive ratably such dividends as may be declared by the board
of directors out of funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the affairs of Kansas City Life,
holders of our common stock have the right to a ratable portion of the assets
remaining after the payment of all liabilities. All outstanding shares of our
common stock are, and any shares of common stock sold hereunder will be, fully
paid and nonassessable. Ms. Cheryl A. Keefer is the registrar and transfer agent
for the common stock. The common stock is listed on the Nasdaq SmallCap Stock
Market under the symbol "KCLI."
Potential Anti-takeover Effect of Kansas City Life's Restated Articles of
Incorporation and Bylaws
The provisions of Kansas City Life's articles of incorporation and bylaws
that are summarized below may have an anti-takeover effect and may delay, defer
or prevent a tender offer or takeover attempt that a shareholder might consider
to be in such shareholder's best interests, including those attempts that might
result in a premium over the market price for the shares held by shareholders.
Classification of Board of Directors. Our board of directors is divided
into three classes, and our directors are elected by classes to three-year
terms, so that members of one of the three classes of our directors will be
elected at each annual meeting of the shareholders. While this provision
promotes stability and continuity of the board of directors, classification of
the board of directors may also have the effect of decreasing the number of
directors that could otherwise be elected at each annual meeting of shareholders
by a person who obtains a controlling interest in our common stock and thereby
could impede a change in control of Kansas City Life.
Business Combinations. Kansas City Life's articles of incorporation contain
a "fair price" provision which generally requires that certain "business
combinations" with a "related person" (generally the beneficial owner of at
least 5 percent of Kansas City Life's voting stock) be approved by the holders
of at least 66 2/3 percent of Kansas City Life's voting stock, with the 66 2/3
percent vote requirement being calculated by excluding from the voted shares and
the number of shares of voting stock outstanding, the voting stock held by such
related person, except in the following circumstances:
(1) If more than two thirds of all members of the board of directors of
Kansas City Life then in office expressly approve such business
combination by resolution; or
(2) If in the proposed business combination, more than two-thirds of all
members of the board of directors of Kansas City Life then in office
determine that all of the following conditions are met:
o The ratio of (i) the aggregate amount of the cash and the fair market
value of other consideration to be received per share of securities of
Kansas City Life in such business combination by holders of those
securities, other than a related person involved in such business
combination, over (ii) the market price per share of those securities
immediately prior to the announcement of the proposed business
combination, is at least as great as the ratio of (x) the highest per
share price (including brokerage commissions, transfer taxes, and
soliciting dealers' fees) that such related person has paid in
acquiring any such securities prior to such business combination, over
(y) the market price per share of those securities immediately prior
to the initial acquisition by such related person of any of those
securities (in the event of a business combination upon the
consummation of which Kansas City Life would be the surviving
corporation or would continue to exist (unless it is provided,
contemplated, or intended that as a part of such business combination
or within one(1) year after consummation thereof a plan of liquidation
or dissolution of Kansas City Life will be effected), the term "other
consideration to be received" shall include without limitation, any
shares of voting stock retained by shareholders of Kansas City Life
other than the related persons who are parties to such business
combination);
o Except to the extent that a shareholder agrees otherwise as to all or
part of the securities that the shareholder owns, the consideration to
be received in such business combination by holders of the securities
of Kansas City Life to be acquired, other than the related person
involved, shall be in the same form and of the same kind as the
consideration paid by the related person in acquiring such securities
already owned by it;
o After such related person became a related person and prior to the
consummation of such business combination:
(i) Kansas City Life shall have not failed to pay full dividends
pursuant to the terms of any preferred stock then issued by
Kansas City Life and shall not have reduced the rate of dividends
previously paid on its common stock, unless such failure or
reduction was approved in advance by more than two-thirds of the
members of the board of directors then in office;
(ii) Such related person shall not have acquired from Kansas City
Life, directly or indirectly, any securities of Kansas City Life,
except upon (x) a conversion of convertible securities acquired
by it prior to becoming a related person, or (y) as a result of a
pro rata stock dividend, stock split or division of shares, or
(z) a transaction consummated in compliance with the provisions
of Article 9 of Kansas City Life's articles of incorporation;
(iii)Such related person shall not have acquired any additional
securities of Kansas City Life or securities convertible into or
exchangeable for such securities, except as a part of the
transaction that resulted in such related person's becoming a
related person;
(iv) Such related person shall not have (x) received the benefit,
directly or indirectly (except pro rata as a shareholder of
Kansas City Life), of any loans, advances, guarantees, pledges,
or other financial assistance or tax credits provided by Kansas
City Life, or (y) made any major change in Kansas City Life's
business or equity capital structure or entered into any
contract, arrangement, or understanding with Kansas City Life,
except as were approved in advance by more than two-thirds of the
members of the board of directors of Kansas City Life then in
office; and
(v) The payment of the purchase price for the securities proposed to
be acquired by the related person in the business combination
shall not, directly or indirectly, be financed or proposed to be
financed by sale of all or part of the assets of Kansas City Life
or by use of Kansas City Life's assets, directly or indirectly,
as security for that financing; and
o A proxy statement complying with the requirements of rules relating
thereto that are applicable to Kansas City Life shall have been mailed
to all holders of shares of voting stock for the purpose of soliciting
shareholder approval of such business combination. Such proxy
statement shall contain at the front, in a prominent place, any
recommendations as to the advisability or inadvisability of the
business combination which the board of directors may have furnished
in writing, and if deemed advisable by a majority of the directors, an
opinion of a reputable investment banking firm as to the fairness or
lack of fairness of the terms of such business combination from the
point of view of the holders of the shares of voting stock other than
the related person, such investment and banking firm to be selected by
a majority of the directors and to be furnished with all information
it reasonably requests, and to be paid by Kansas City Life a
reasonable fee for its services upon receipt by Kansas City Life of
such opinion.
Kansas City Life's article of incorporation contain the following definitions:
"Business combination" means:
o any merger or consolidation of Kansas City Life or a subsidiary of
Kansas City Life with or into a related person;
o any merger or consolidation of a related person with or into Kansas
City Life or a subsidiary of Kansas City Life;
o any sale, lease, exchange, transfer or other disposition in a single
transaction or a series of transactions, of all or any "substantial
part" of the assets either of Kansas City Life or of a subsidiary of
Kansas City Life, or both, to a related person;
o any sale, lease, exchange, transfer or other disposition in a single
transaction or a series of transactions, of all or any substantial
part of the assets of a related person to Kansas City Life or a
subsidiary of Kansas City Life;
o the issuance of any securities of Kansas City Life or any subsidiary
of Kansas City Life to a related person;
o any reclassification of Kansas City Life's securities,
recapitalization of Kansas City Life or any subsidiary of Kansas City
Life, or other transaction other than a redemption in accordance with
the security redeemed, that would have the effect, directly or
indirectly, of increasing the voting power of a related person, in
relation to the voting power of the other shareholders of Kansas City
Life;
o any partial or complete liquidation, spinoff, or splitup of Kansas
City Life or any subsidiary of Kansas City Life or other transaction
with a similar purpose or effect, directly or indirectly involving any
related person;
o any transaction or event that is intended by any party thereto to
have, or that is likely to have, a similar effect as any of the
transactions or events described in the definition of business
combination; or
o any agreement, contract, plan or other arrangement providing for any
of the transactions described in the definition of business
combination.
"Substantial part" means assets with a fair market value that is equal to
or exceeds 5% of the fair market value of the total assets of Kansas City Life
or the person in question as of the end of its most recent previous fiscal year.
Missouri Control Share Acquisition Statute. The Missouri control share
acquisition statute (Mo. Rev. Stat. Section 351.407 (Supp. 1991)), is designed
to assist a corporation in defending itself against a hostile takeover attempt.
Because Kansas City Life has over 100 shareholders, has its principal place of
business in Missouri and more than 10% of its shareholders are Missouri
residents, it will be subject to the statute, unless its articles of
incorporation provide otherwise. Because of the protection afforded by the
statute, Kansas City Life has not included such an "op-out" provision in its
articles.
The statute provides that a person holding 20% or more of the outstanding
shares of Kansas City Life common stock may not vote any additional stock
acquired unless the acquisition is approved by the shareholders. The statute
specifically applies to newly-acquired shares which, when added to all other
shares of Kansas City Life owned or controlled by the acquiring person, would
enable the acquiring person to exercise voting control within any one of three
ranges: (a) one-fifth to one-third; (b) one-third to a majority; or (c) a
majority or more. The statute is triggered each time a person acquires ownership
or voting control of shares which would result in such person's voting power
reaching one of the specified levels.
The newly-acquired shares would have voting rights only to the extent
approved by a resolution of Kansas City Life shareholders. The voting rights
must be approved by both (a) a majority of the outstanding voting stock, and (b)
the affirmative vote of a majority of the outstanding voting stock after
excluding shares owned by the acquiring person, shares owned by directors who
are also employees of Kansas City Life and shares owned by officers of Kansas
City Life. Shareholders are given dissenters' rights if they vote against a
share acquisition, and may receive the fair value of their shares if voting
rights are approved for the acquired shares.
Missouri Business Combination Statute. Because Kansas City Life's common
stock has been registered with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, the Missouri Business Combination
statute (Mo. Rev. Stat. Section 351.459 (Supp. 1999)) also will apply to Kansas
City Life, unless the articles of incorporation provide otherwise. This statute
acts as a further deterrent to a hostile take-over by requiring certain mergers,
sales of assets and similar business combinations involving Kansas City Life to
be approved by its board of directors. Kansas City life has not included an "op
out" provision in its articles of incorporation.
The statute prohibits Kansas City Life from engaging in any business
combination with any "interested shareholder" for a period of five years
following the date upon which the shareholder first became an "interested
shareholder" unless the business combination is approved by the board of
directors. An "interested shareholder" is defined as any person who is the
beneficial owner of 20% or more of Kansas City Life's outstanding voting stock.
Amendment of Articles. The amendment of the articles of incorporation of
Kansas City Life requires the affirmative vote of the holders of more than 66
2/3 percent of the shares of capital stock of Kansas City Life voting on such
question but in no event may the articles be amended by a vote of less than a
majority of all of the shares of capital stock of Kansas City Life entitled to
vote on said question.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the common stock of the Registrant registered
pursuant to this registration statement has been passed upon by Mr. C. John
Malacarne, Vice President, General Counsel and Secretary of Kansas City Life,
3520 Broadway, Kansas City, Missouri 64111-2565.
Item 6. Indemnification of Directors and Officers.
Kansas City Life is empowered by Article XII of its bylaws, subject to the
proceedings and limitations stated therein, to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Kansas City Life) by
reason of the fact that such person is or was an officer, employee or director
of Kansas City Life, or is or was serving at the request of Kansas City Life as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of Kansas City Life, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of Kansas City Life, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful. Kansas City Life may indemnify any such person against expenses
(including attorneys' fees) in an action by or in the right of Kansas City Life
under the same conditions, except that no indemnification is permitted without
judicial approval if such person is adjudged to be liable to Kansas City Life.
To the extent such person is successful on the merits or otherwise in the
defense of any action referred to above, Kansas City Life must indemnify him
against the expenses which he actually and reasonably incurred in connection
therewith. To the extent that a director, officer or employee of Kansas City
Life has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the action, suit or proceeding. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by Kansas City Life in advance
of the final disposition of the action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer or employee to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by Kansas
City Life as authorized in its articles or bylaws. Unless ordered by a court,
the board of directors of Kansas City Life shall determine whether
indemnification under Kansas City Life's bylaws is proper by a majority vote of
a quorum consisting of directors who were not parties to the action, suit or
proceeding in question, or, if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the shareholders of Kansas City Life.
The indemnification provided by Article XII of the bylaws of Kansas City
Life is not exclusive of any other rights to which those seeking indemnification
may be entitled under the articles of incorporation or bylaws, or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and will continue as to a person who has ceased to be a
director, officer or employee and will inure to the benefit of the heirs,
executors and administrators of such a person. Kansas City Life has the power to
give any further indemnity, in addition to the indemnity authorized or
contemplated under Article XII of its bylaws, to any person who is or was a
director, officer, employee or agent of Kansas City Life, or to any person who
is or was serving at the request of Kansas City Life as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, provided such further indemnity is either (i) authorized,
directed, or provided for in the articles of incorporation of Kansas City Life
or any duly adopted amendment thereof or (ii) is authorized, directed, or
provided for in any bylaw or agreement of Kansas City Life which has been
adopted by a vote of the shareholders of Kansas City Life, and provided further
that no such indemnity shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest, or willful misconduct.
Article XII of the bylaws of Kansas City Life also provides that any
director, officer or employee of Kansas City Life be indemnified for any act
taken in good faith and upon reliance on the books and records of Kansas City
Life, on financial statements or other reports prepared by the officers of
Kansas City Life, or on financial statements prepared by Kansas City Life's
independent accountants, or on information or documents prepared or provided by
legal counsel to Kansas City Life. All rights to indemnification under Article
XII of the bylaws of Kansas City Life will be deemed to be provided by a
contract between Kansas City Life and the person who serves in such capacity at
any time while the bylaws of Kansas City Life and other relevant provisions of
the applicable law, if any, are in effect. Any repeal or modification of the
bylaws of Kansas City Life will not affect any rights or obligations then
existing.
Finally, Article XII of Kansas City Life's bylaws provides that to the
extent Missouri law provides for greater indemnification of officers, directors
or employees than that permitted by Article XII of the bylaws, Kansas City Life
shall indemnify its officers, directors and employees to the fullest extent
permitted by such law.
Policies of insurance are maintained by Kansas City Life under which
directors and officers of Kansas City Life are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Kansas City Life has submitted, or hereby undertakes to submit, the Kansas
City Life Insurance Company Savings and Profit Sharing Plan and all amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner, and has
made or will cause to be made all changes required by the IRS in order to
qualify that plan.
The following Exhibits are filed as a part of this registration statement:
Exhibit
Number Description
4(a) Articles of Incorporation (as restated in 1986 and amended in 1999)
(filed as Exhibit-3(a) to Kansas City Life's Quarterly Report on Form
10-Q for the period ended September 30, 1999 and incorporated herein
by reference).
4(b) Bylaws as amended October 26, 1986 (filed as Exhibit 3(b) to Kansas
City Life's 10-K Annual Report for 1986 and incorporated herein by
reference).
4(c) Specimen Capital Stock Certificate (filed as Exhibit 4(a) to Kansas
City Life's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 and incorporated herein by reference).
4(d) Kansas City Life Insurance Company Savings and Profit Sharing Plan
(filed as Exhibit 10(b) to Kansas City Life's 10-K Annual Report for
the year ended December 31, 1999 and incorporated herein by
reference).
5 Opinion of C. John Malacarne, Vice President, General Counsel and
Secretary of Kansas City Life, with respect to the legality of the
common stock being registered hereby.*
23(a) Consent of Ernst & Young.*
23(b)Consent of C. John Malacarne, Vice President, General Counsel and
Secretary of Kansas City Life (included in Exhibit 5).*
* Indicates document filed herewith.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on June 20, 2000.
KANSAS CITY LIFE INSURANCE COMPANY
(Registrant)
By: /s/ R. Philip Bixby
R. Philip Bixby
President, Chief Executive Officer,
Vice Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
/s/ R. Philip Bixby President, Chief Executive
R. Philip Bixby Officer, Vice Chairman of
the Board and Director
(Principal Executive Officer) June 20, 2000
/s/ Richard L. Finn Senior Vice President,
Richard L. Finn Finance and Director
(Principal Financial Officer) June 20, 2000
/s/ J.R. Bixby Director
J.R. Bixby June 20, 2000
/s/ W.E. Bixby,III Director
W.E. Bixby,III June 20, 2000
/s/ Webb R. Gilmore Director
Webb R. Gilmore June 20, 2000
/s/ Jack D. Hayes Director
Jack D. Hayes June 20, 2000
Director
Nancy Bixby Hudson _______, 2000
Director
Warren J. Hunzicker,M.D. _______, 2000
/s/Daryl D. Jensen Director
Daryl D. Jensen June 20, 2000
/s/C. John Malacarne Director
C. John Malacarne June 20, 2000
Director
Michael J. Ross _______, 2000
Director
Elizabeth T. Solberg _______, 2000
Director
Larry Winn,Jr. _______, 2000
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, State of Missouri, on
June 20, 2000.
KANSAS CITY LIFE INSURANCE COMPANY
SAVINGS AND PROFIT SHARING PLAN
(Plan)
By: /s/ Robert C. Miller
Robert C. Miller
Trustee
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of C. John Malacarne, Vice President, General
Counsel and Secretary of Kansas City Life.
23(a) Consent of Ernst & Young
23(b) Consent of C. John Malacarne, Vice President, General
Counsel and Secretary of Kansas City Life (included in
Exhibit 5)
