UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
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)
JULY 24, 2000
(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)
24.6%
(See Item 5)
14. Type of Reporting Person
PN
PAGE 2 OF 25
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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 27,202
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)
24.6%
(See Item 5)
14. Type of Reporting Person
OO
PAGE 3 OF 25
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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 27,474
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)
24.6%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 4 OF 25
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GST TRUST FOR NANCY BIXBY HUDSON GST 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 PF
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 954,031
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
954,031
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)
7.9%
(See Item 5)
14. Type of Reporting Person
OO
PAGE 5 OF 25
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
ISSUE TRUST FOR NANCY BIXBY HUDSON 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 PF
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 978,208
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
978,208
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)
8.1%
(See Item 5)
14. Type of Reporting Person
OO
PAGE 6 OF 25
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
ISSUE TRUST FOR LEE M. VOGEL 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 PF
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 978,208
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
978,208
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)
8.1%
(See Item 5)
14. Type of Reporting Person
OO
PAGE 7 OF 25
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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 322
8. Shared Voting Power
BENEFICIALLY OWNED 27,202
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)
24.6%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 8 OF 25
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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 322
8. Shared Voting Power
BENEFICIALLY OWNED 29,274
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)
24.7%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 9 OF 25
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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 PF
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 331,838
8. Shared Voting Power
BENEFICIALLY OWNED 1,932,239
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)
27.4%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 10 OF 25
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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 PF
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 5,570
8. Shared Voting Power
BENEFICIALLY OWNED 980,008
BY EACH REPORTING 9. Sole Dispositive Power
5,298
PERSON WITH 10. Shared Dispositive Power
2,968,112
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,973,410
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)
24.7%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 11 OF 25
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
RICHARD L. FINN
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds OO
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 14,412
8. Shared Voting Power
BENEFICIALLY OWNED 2,910,446
BY EACH REPORTING 9. Sole Dispositive Power
24
PERSON WITH 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,924,858
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)
24.3%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 12 OF 25
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SCHEDULE 13D
CUSIP NO. 484836-10-1
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
C. JOHN MALACARNE
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds OO
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 13,192
8. Shared Voting Power
BENEFICIALLY OWNED 2,910,446
BY EACH REPORTING 9. Sole Dispositive Power
20
PERSON WITH 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,923,638
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)
24.3%
(See Item 5)
14. Type of Reporting Person
IN
PAGE 13 OF 25
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This Schedule 13D, Amendment No. 1, is filed 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 and is the initial filing for the GST Trust for Nancy Bixby
Hudson dated December 18, 1997, as amended, a Missouri trust, the Issue Trust
for Nancy Bixby Hudson dated December 18, 1997, as amended, a Missouri trust,
the Issue Trust for Lee M. Vogel dated December 18, 1997, as amended, a Missouri
trust, Richard L. Finn and C. John Malacarne. In the manner indicated below,
this Schedule 13D, Amendment No. 1, amends and supercedes the Schedule 13D filed
by the reporting persons on November 4, 1999. The filing persons file this
Schedule 13D, Amendment No. 1, as a group.
ITEM 1. SECURITY AND ISSUER.
-------------------
This Schedule 13D, Amendment No. 1 ("Amended 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.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Amended 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"),
Lee M. Vogel ("Mr. Vogel"), the GST Trust for Nancy Bixby Hudson dated December
18, 1997, as amended, a Missouri trust ("Hudson GST Trust"), the Issue Trust for
Nancy Bixby Hudson dated December 18, 1997, as amended, a Missouri trust
the "Hudson Issue Trust"), the Issue Trust for Lee M. Vogel dated December 18,
1997, as amended, a Missouri trust (the "Vogel Issue Trust"), Richard L. Finn
(Mr. Finn") and C. John Malacarne (Mr. Malacarne").
No amendment is made to the information reported under Item 2 of the
Schedule 13D filed on November 4, 1999 ("Schedule 13D") regarding the
Partnership, the JRB Revocable Trust, the MMB Revocable Trust, Mr. Joseph Bixby,
Ms. Margie Bixby, Ms. Hudson or Mr. Vogel.
The principal business of the Hudson GST Trust is managing the assets of
the Hudson GST Trust. The principal address of the Hudson GST Trust is 3520
Broadway, Kansas City, Missouri, 64111-2565. The Hudson GST 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
Hudson GST 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 14 OF 25
<PAGE>
The principal business of the Hudson Issue Trust is managing the assets of
the Hudson Issue Trust. The principal address of the Hudson Issue Trust is 3520
Broadway, Kansas City, Missouri, 64111-2565. The Hudson Issue 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 Hudson Issue 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.
The principal business of the Vogel Issue Trust is managing the assets of
the Vogel Issue Trust. The principal address of the Vogel Issue Trust is 3520
Broadway, Kansas City, Missouri, 64111-2565. The Vogel Issue 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 Vogel Issue 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. Finn is an individual whose present primary occupation is as Senior
Vice President-Finance of the Company with an office at 3520 Broadway, Kansas
City, Missouri, 64111-2565. Mr. Finn has held this position since 1984 and has
been a member of the Board of Directors of the Company since 1983. During the
last five years, Mr. Finn 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.
Finn is a citizen of the United States.
Mr. Malacarne is an individual whose present primary occupation is as Vice
President-General Counsel and Secretary of the Company with an office at 3520
Broadway, Kansas City, Missouri, 64111-2565. Mr. Malacarne has held this
position since 1991 and has been a member of the Board of Directors of the
Company since 1991. During the last five years, Mr. Malacarne 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. Malacarne is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
On July 24, 2000, Mr. Joseph Bixby, as sole trustee of the JRB Revocable
Trust, transferred a portion of the JRB Revocable Trust's limited partnership
interest in the Partnership to: (a) the Vogel Issue Trust, the Hudson GST Trust
and the Hudson Issue Trust (collectively, the "Trusts") in exchange for an
aggregate purchase price of $33,100,000 ("Purchase Price"), of which one third
was paid by each Trust, and (b) a charity, which is a Missouri non-for-profit
corporation (the "Charity"), as a charitable contribution. See Item 4.
PAGE 15 OF 25
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In payment of the Purchase Price, each Trust issued to the JRB Revocable
Trust a promissory note substantially in the form attached hereto as Exhibit 4
in the amount of 11,033,333.34.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Pursuant to the transfer of the partnership interest described in Item 3,
Mr. Joseph Bixby transferred voting rights and an indirect pecuniary interest in
2,664,992 shares ("Transferred Shares") of the Common Stock to the Trusts and to
the Charity. The maximum amount of the partnership interest (and indirect
ownership of Transferred Shares) which may be transferred to each Trust is a
one-third ownership interest in the partnership interest transferred (and a
one-third indirect ownership interest in the Transferred Shares or 888,331
shares). The exact amount of the partnership interest (and indirect ownership of
Transferred Shares) transferred to each Trust and the price per share paid by
each Trust will be determined in the future pursuant to negotiations among the
Trusts and the Charity.
Except as set forth in this Item 4, none of the Partnership, the JRB
Revocable Trust, MMB Revocable Trust, the Hudson GST Trust, the Hudson Issue
Trust, the Vogel Issue Trust, Mr. Joseph Bixby, Ms. Margie Bixby, Ms. Hudson,
Mr. Vogel, Mr. Finn nor Mr. Malacarne 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 dispositive power, the aggregate number of shares of Common
Stock beneficially owned by the Partnership is 2,966,312, which accounts for
24.6% 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 24.6% 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 24.6% of the entire class of shares of Common
Stock of the Company. (See Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and taking into account those shares of Common Stock
for which the Hudson GST Trust shares voting power, the aggregate number of
shares of Common Stock beneficially owned by the Hudson GST Trust is 954,031,
which accounts for 7.9% of the entire class of shares of Common Stock of the
Company. (See Item 5(b)).
PAGE 16 OF 25
<PAGE>
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and taking into account those shares of Common Stock
for which the Hudson Issue Trust shares voting power, the aggregate number of
shares of Common Stock beneficially owned by the Hudson Issue Trust is 978,208,
which accounts for 8.1% of the entire class of shares of Common Stock of the
Company. (See Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and taking into account those shares of Common Stock
for which the Vogel Issue Trust shares voting, the aggregate number of shares of
Common Stock beneficially owned by the Vogel Issue Trust is 978,208, which
accounts for 8.1% 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 24.6% 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 24.7% of the entire class of shares of Common Stock of the Company. (See
Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and 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 27.4% of the entire class of shares of Common Stock of the Company.
(See Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and 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 2,973,410, which
accounts for 24.7% of the entire class of shares of Common Stock of the Company.
(See Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and taking into account those shares of Common Stock
for which Mr. Finn shares voting and dispositive power, the aggregate number of
shares of Common Stock beneficially owned by Mr. Finn is 2,924,858, which
accounts for 24.3% of the entire class of shares of Common Stock of the Company.
(See Item 5(b)).
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and taking into account those shares of Common Stock
for which Mr. Malacarne shares voting and dispositive power, the aggregate
number of shares of Common Stock beneficially owned by Mr. Malacarne is
2,923,638, which accounts for 24.3% of the entire class of shares of Common
Stock of the Company. (See Item 5(b)).
As of July 26, 2000, the Company has informed the reporting persons that
the Company's stock transfer records reflect 12,036,627 shares of Common Stock
outstanding.
PAGE 17 OF 25
<PAGE>
(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 to the Schedule 13D.
The general and limited partners of the Partnership holding partnership
interests in the Partnership are the JRB Revocable Trust, the MMB Revocable
Trust, the Hudson GST Trust, the Hudson Issue Trust and the Vogel Issue Trust,
Mr. Joseph Bixby, Ms. Margie Bixby, Ms. Hudson, and Mr. Vogel.
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 2,966,312 shares held
directly by the Partnership (the "Partnership Shares").
As a general partner of the Partnership, the JRB Revocable Trust shares
with Mr. Joseph Bixby, the sole trustee of the JRB Revocable Trust, the power to
vote, or to direct the vote, of 27,202 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 a general partner and a limited partner of the Partnership, the MMB
Revocable Trust shares with Ms. Margie Bixby, the sole trustee of the MMB
Revocable Trust, the power to vote, or to direct the vote, of 27,474 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.
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and as a limited partner of the Partnership, the
Hudson GST Trust shares with Ms. Hudson, Mr. Finn and Mr. Malacarne, the
co-trustees of the Hudson GST Trust, the power to vote, or to direct the vote,
of 954,031 shares of Common Stock.
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and as a limited partner of the Partnership, the
Hudson Issue Trust shares with Ms. Hudson, Mr. Finn and Mr. Malacarne, the
co-trustees of the Hudson Issue Trust, the power to vote, or to direct the vote,
of 978,208 shares of Common Stock.
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4) and as a limited partner of the Partnership, the
Vogel Issue Trust shares with Mr. Vogel, Mr. Finn and Mr. Malacarne, the
co-trustees of the Vogel Issue Trust, the power to vote, or to direct the vote,
of 978,208 shares of Common Stock.
PAGE 18 OF 25
<PAGE>
As managing partner of the Partnership and sole trustee of the JRB
Revocable Trust (general 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
the JRB Revocable Trust, Mr. Joseph Bixby shares with the JRB Revocable Trust
the power to vote, or to direct the vote, of 27,202 shares of Common Stock. As a
Class A limited partner, Mr. Joseph Bixby has sole power to vote, or to direct
the vote, of 322 shares of Common Stock.
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 27,474 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, Ms. Margie Bixby has sole power to vote, or to direct the vote, of 322
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 the
power to dispose, or direct the disposition, of 1,800 shares of Common Stock.
As a general partner of the Partnership, Ms. Hudson has sole power to
vote, or to direct the vote, of 272 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. Assuming one third of the Transferred Shares are
Purchased by each of the Hudson GST Trust and the Hudson Issue Trust (see Items
3 and 4), Ms. Hudson, as a co-trustee with Mr. Finn and Mr. Malacarne, shares
the power to vote, or to direct the vote, of 1,932,239 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 has sole power to vote,
or to direct the vote, of 272 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. Assuming one-third of the Transferred Shares are
purchased by the Vogel Issue Trust (see Items 3 and 4), Mr. Vogel, as a
co-trustee with Mr.Finn and Mr. Malacarne, shares the power to vote, or to
direct the vote, of 978,208 shares of Common Stock. As a joint tenant with right
of survivorship, Mr. Vogel shares with Ms. Margie 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. Mr. Vogel also has the sole power to vote, or to
direct the vote, and the sole power to dispose, or direct the disposition, of
5,298 shares of Common Stock.
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4), Mr. Finn, as a co-trustee of each of the Hudson GST
Trust and the Hudson Issue Trust with Ms. Hudson and Mr. Malacarne and as a
co-trustee of the Vogel Issue Trust with Mr. Vogel and Mr. Malacarne, shares the
power to vote, or to direct the vote, of 2,910,446 shares of Common Stock. Mr.
Finn also has the power to vote, or to direct the vote, of 14,388 shares held by
the trustees of Kansas City Life Insurance Company employee benefit plans under
which Mr. Malacarne has the power to vote the shares held in his account.
Mr. Finn also has the sole power
PAGE 19 OF 25
<PAGE>
to vote, or to direct the vote, and the sole power to dispose, or direct
the disposition, of 24 shares of Common Stock.
Assuming one-third of the Transferred Shares are purchased by each of the
Trusts (see Items 3 and 4), Mr. Malacarne, as a co-trustee of each of the Hudson
GST Trust and the Hudson Issue Trust with Ms. Hudson and Mr. Finn and as a
co-trustee of the Vogel Issue Trust with Mr. Vogel and Mr. Finn, shares the
power to vote, or to direct the vote, of 2,910,446 shares of Common Stock. Mr.
Malacarne also has the power to vote, or to direct the vote, of 13,172 shares
held by the trustees of Kansas City Life Insurance Company employee benefit
plans under which Mr. Malacarne has the power to vote the shares held in his
account. Mr. Malacarne also has the sole power to vote, or to direct the vote,
and the sole power to dispose, or direct the disposition, of 20 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 Amended 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, the Hudson GST Trust, the Hudson Issue Trust, the Vogel Issue Trust,
Mr. Joseph Bixby, Ms. Margie Bixby, Ms. Hudson, Mr. Vogel, Mr. Finn nor
Mr. Malacarne 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 offer.
PAGE 20 OF 25
<PAGE>
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.
Exhibit 4. Demand Note dated July 24, 2000 in favor of the
Joseph R. Bixby Revocable Trust dated December 18, 1997, as
amended from the GST Trust for Nancy Bixby Hudson.
Exhibit 5. Demand Note dated July 24, 2000 in favor of the
Joseph R. Bixby Revocable Trust dated December 18, 1997, as
amended from the Issue Trust for Nancy Bixby Hudson.
Exhibit 6. Demand Note dated July 24, 2000 in favor of the
Joseph R. Bixby Revocable Trust dated December 18, 1997, as
amended from the Issue Trust for Lee M. Vogel.
*Incorporated by reference from the Schedule 13D filed with the Securities and
Exchange Commission on November 4, 2000.
PAGE 21 OF 25
<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.
4. Demand Note dated July 24, 2000 in favor of the Joseph R. Bixby
Revocable Trust dated December 18, 1997, as amended, from the
GST Trust for Nancy Bixby Hudson.
5. Demand Note dated July 24, 2000 in favor of the Joseph R. Bixby
Revocable Trust dated December 18, 1997, as amended from the Issue
Trust for Nancy Bixby Hudson.
6. Demand Note dated July 24, 2000 in favor of the Joseph R. Bixby
Revocable Trust dated December 18, 1997, as amended from the Issue
Trust for Lee M. Vogel.
* Incorporated by reference from the Schedule 13D filed with the
Securities and Exchange Commission on November 4, 2000.
PAGE 22 OF 25
<PAGE>
Schedule 13D,
Amendment No. 1
Filing
August __, 2000
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.
August 3, 2000 By: /s/ Joseph Bixby
-----------------------------------------
Name: Joseph R. Bixby
Title: Managing Partner
Joseph R. Bixby Revocable Trust dated
December 18, 1997, as amended
August 3, 2000 By: /s/ Joseph R. Bixby
-----------------------------------------
Name: Joseph R. Bixby
Title: Trustee
Margie Morris Bixby Revocable Trust dated
December 18, 1997, as amended
August 3, 2000 By: /s/ Margie Morris Bixby
-----------------------------------------
Name: Margie Morris Bixby
Title: Trustee
Nancy Bixby Hudson GST Trust dated
December 18, 1997, as amended
August 3, 2000 By: /s/ Nancy Bixby Hudson
----------------------------------------
Name: Nancy Bixby Hudson
Title: Co-Trustee
August 3, 2000 By: /s/ Richard L. Finn
----------------------------------------
Name: Richard L. Finn
Title: Co-Trustee
August 3, 2000 By: /s/ C. John Malacarne
----------------------------------------
Name: C. John Malacarne
Title: Co-Trustee
PAGE 23 OF 25
<PAGE>
Issue Trust for Nancy Bixby Hudson dated
December 18, 1997, as amended
August 3, 2000 By: /s/ Nancy Bixby Hudson
----------------------------------------
Name: Nancy Bixby Hudson
Title: Co-Trustee
August 3, 2000 By: /s/ Richard L. Finn
----------------------------------------
Name: Richard L. Finn
Title: Co-Trustee
August 3, 2000 By: /s/ C. John Malacarne
----------------------------------------
Name: C. John Malacarne
Title: Co-Trustee
Issue Trust for Lee M. Vogel dated
December 18, 1997, as amended
August 3, 2000 By: /s/ Lee M. Vogel
---------------------------------------
Name: Lee M. Vogel
Title: Co-Trustee
August 3, 2000 By: /s/ Richard L. Finn
---------------------------------------
Name: Richard L. Finn
Title: Co-Trustee
August 3, 2000 By: /s/ C. John Malacarne
---------------------------------------
Name: C. John Malacarne
Title: Co-Trustee
August 3, 2000 /s/ Joseph R. Bixby
-------------------------------------------------
Joseph R. Bixby
August 3, 2000 /s/ Margie Morris Bixby
-------------------------------------------------
Margie Morris Bixby
August 3, 2000 /s/ Nancy Bixby Hudson
-------------------------------------------------
Nancy Bixby Hudson
PAGE 24 OF 25
<PAGE>
August 3, 2000 /s/ Lee M. Vogel
-------------------------------------------------
Lee M. Vogel
August 3, 2000 /s/ Richard L. Finn
-------------------------------------------------
Richard L. Finn
August 3, 2000 /s/ C. John Malacarne
-------------------------------------------------
C. John Malacarne
PAGE 25 OF 25
