Notice of
ANNUAL MEETING OF STOCKHOLDERS
April 20, 2000
and
PROXY STATEMENT
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway
Kansas City, Missouri
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 20, 2000
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 20, 2000 at 9 a.m. for the following purposes:
(1) To elect five (5) directors for three (3) year terms.
(2) To transact such other business as may properly come before the meeting.
The close of business at 4:15 p.m., March 13, 2000 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, CEO and
and Secretary R.Philip Bixby Vice Chairman of the Board
March 29, 2000
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 20, 2000, at
the principal office of the Company, 3520 Broadway, Kansas City, Missouri. The
matters to be considered and acted upon at such meeting are (1) to elect five
directors for a term of three years, and (2) to transact such other business as
may properly come before the meeting or any adjournment thereof. Management does
not intend to bring before the meeting any business other than the matters set
forth above and knows of no other matters that may be brought before the
meeting. However, if any other matters properly come before the meeting, or any
adjournment or adjournments thereof, including procedural matters arising during
the course thereof, the persons named in the enclosed proxy will vote the proxy
according to their judgment on such matters, to the extent such proxies are not
limited to the contrary.
Shares represented at the meeting by properly executed proxies in the
accompanying form will be voted at the meeting, and, where the stockholder
giving the proxy specifies a choice by means of the ballot space provided in the
form of proxy, the shares will be voted in accordance with the specification so
made. If no directions are given by the stockholder, the proxy will be voted in
the manner specified on the accompanying form of proxy. Any proxy delivered
pursuant to this solicitation is revocable by the person executing the proxy at
any time before it is exercised.
The Company has authorized 36,000,000 shares of $1.25 Par Common Stock. As
of February 29, 2000, 6,472,690 shares are held as Treasury Stock and 12,023,990
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 13, 2000
shall be the stockholders entitled to vote at the meeting. In election of
directors, stockholders have cumulative voting rights under Missouri Law. This
means each stockholder has a number of votes determined by multiplying the
number of shares he or she is entitled to vote by the number of directors to be
elected. This total number of votes may be voted for one nominee or distributed
among several nominees.
Condensed Financial Review and Annual Report
This proxy statement follows the Company's condensed Financial Review for
the fiscal year 1999 previously mailed to stockholders in February, 2000. The
regular Annual Report for 1999 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.
-2-
Shares of
Record and Bene-
Served as a ficially Owned
Principal Director as of
Nominee Occupation since February 29, 2000
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:
J. R. Bixby .Chairman of the Board 1957 2,966,312 (1)
R. Philip Bixby .President, CEO and 1985 2,358,340 (2)(3)
Vice Chairman of the Board 14,387 (4)
356,000 (5)
. 363,782 (6)
Richard L. Finn .Senior Vice President, 1983 24
.Finance 14,388 (4)
. 245,454 (7)
Warren J. Hunzicker, M.D. .Retired, former 1989 300
.Medical Director
.Kansas City, Missouri
Larry Winn, Jr. .Retired, former Representative1985 332
.U. S. Congress
.Prairie Village, Kansas
The following schedule sets forth the names of the directors elected on April
23, 1998 for three year terms together with certain additional information:
W. E. Bixby * Former 1966 **
.Vice Chairman of the Board
.Kansas City, Missouri
Jack D. Hayes .Senior Vice President, 1995 500
.Marketing 1,602 (4)
Francis P. Lemery *** .Retired, former 1985 **
.Senior Vice President and Actuary
.Kansas City, Missouri
Michael J. Ross .Chairman of the Board, 1972 600
Jefferson Bank & Trust Company
St. Louis, Missouri
Elizabeth T. Solberg Regional President 1997 200
.and Senior Partner,
.Fleishman-Hillard, Inc.
.Kansas City, Missouri
* Mr. Bixby passed away September 27, 1999. The Board has not yet elected a
replacement Director to serve the balance of Mr. Bixby's unexpired term.
** None
*** Mr. Lemery retired and resigned from the Board November 30, 1999. The Board
has not yet elected a replacement Director to serve the balance of Mr.
Lemery's unexpired term.
-3-
Shares of
Record and Bene-
ficially
Served as a Owned
Principal Director as of
Occupation since February 29, 2000
The following schedule sets forth the names of the directors elected April 22,
1999 for three year terms together with certain additional information:
W. E. Bixby, III President, Old American 1996 2,358,340 (2)(8)
Insurance Company 364,096 (9)
Kansas City, Missouri 5,496 (4)
356,000 (5)
Webb R. Gilmore Chairman, 1990 1,000
Chief Executive Officer and Shareholder
Gilmore & Bell
Kansas City, Missouri
Nancy Bixby Hudson Investor 1996 2,966,312 (10)
Lander, Wyoming 331,566 (11)
Daryl D. Jensen Vice Chairman of the Board, 1978 939
Sunset Life Insurance
Company of America
Kansas City, Missouri
C. John Malacarne Vice President, General Counsel 1991 20
and Secretary 13,172 (4)
245,454 (7)
(1) J. R. Bixby, as sole managing partner of the JRB Partnership, shares the
power of disposition of these shares with the JRB Partnership and the
general partners of the JRB Partnership. He has the sole power to vote (i)
2,692,194 of these shares, as sole trustee of the JRB Revocable Trust, a
general partner and a limited partner of the JRB Partnership, and (ii) 322
of these shares, as a limited partner of the JRB Partnership.
(2) As co-managing partners and general partners of the WEB Partnership, R.
Philip Bixby and W. E. Bixby, III, along with Ms. O'Connor and the WEB
Partnership, share the power to dispose of these shares. As co-trustees of
the WEB Trust, R. Philip Bixby and W. E. Bixby, III, along with Ms.
O'Connor, share the power to vote 2,151,562 of these shares.
(3) Includes (i) 518 shares for which R. Philip Bixby, as a general partner and
a limited partner of the WEB Partnership, has the sole power to vote; and
(ii) 61,362 shares for which R. Philip Bixby, as sole trustee of the R.
Philip Bixby GST Trust and the Issue Trust for R. Philip Bixby, which
trusts are limited partners of the WEB Partnership, has the sole power to
vote.
(4) 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.
(5) Shares in the Walter E. Bixby Descendants Trust. R. Philip Bixby and W. E.
Bixby, III are two of three Trustees who share voting and investment power.
Sale of these shares is restricted by the terms of the Trust.
(6) Includes (i) 346,234 shares which R. Philip Bixby owns directly and has the
sole power to vote and the sole power of disposition; and (ii) 17,548
shares for which R. Philip Bixby, as custodian for certain of his minor
nieces and nephews, has the sole power to vote and the sole power of
disposition.
(7) Richard L. Finn and C. John Malacarne share the power to vote: (i) 155,577
shares with Ms. Hudson, as co-trustees of the Nancy Bixby Hudson GST Trust
and the Issue Trust for Nancy Bixby Hudson, which trusts are limited
partners of the JRB Partnership; and (ii) 89,877 shares with Mr. Vogel, as
co-trustees of the Issue Trust for Lee M. Vogel, a limited partner of the
JRB Partnership.
(8) Includes (i) 217 shares for which W. E. Bixby, III, as a general partner of
the WEB Partnership, has the sole power to vote; and (ii) 61,362 shares for
which W. E. Bixby, III, as the sole trustee of the Walter E. Bixby, III GST
Trust and the Issue Trust for Walter E. Bixby, III, which trusts are
limited partners of the WEB Partnership, has the sole power to vote.
(9) Includes (i) 351,420 shares which W. E. Bixby, III owns directly and has
the sole power to vote and the sole power of disposition; and (ii) 12,676
shares for which W. E. Bixby, III, as custodian for certain of his minor
nieces and nephews, has the sole power to vote and the sole power of
disposition.
(10) Ms. Hudson, as a general partner of the JRB Partnership, shares the power
of disposition of these shares with the JRB Partnership, the managing
partner and other general partners of the JRB Partnership. Ms. Hudson, as a
general partner of the JRB Partnership, also has sole power to vote 272 of
these shares and shares the power to vote 155,577 of these shares with
Richard L. Finn and C. John Malacarne as co-trustees of the Nancy Bixby
Hudson GST Trust and the Issue Trust for Nancy Bixby Hudson, which trusts
are limited partners of the JRB Partnership.
(11) Ms. Hudson, as sole trustee of the Nancy Bixby Hudson Trust dated December
11, 1997, has the sole power to vote and the sole power to dispose of these
shares.
-4-
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 1999. (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.)
<TABLE>
<CAPTION>
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
<S> <S> <C> <C> <C> <C> <C>
J. R. Bixby Chairman of the Board $ 151,500 ** $ *** $ 222,0522 $ ***
R. Philip Bixby President, CEO and 459,064 ** 24,311 170,058 ***
Vice Chairman of the Board
W. E. Bixby, III President, Old American 173,450 ** 8,694 62,583 ***
Insurance Company, a subsidiary
Richard L. Finn Senior Vice President, 274,199 ** 13,903 131,209 ***
Finance
Jack D. Hayes Senior Vice President, 257,368 ** 12,078 20,609 ***
Marketing
Daryl D. Jensen3 Vice Chairman of the Board, 242,957 ** 11,605 *** ***
Sunset Life Insurance
Company of America,
a subsidiary
Francis P. Lemery3 Senior Vice President 239,159 ** 12,475 *** ***
and Actuary
C. John Malacarne Vice President, General Counsel 230,208 ** 11,639 128,788 ***
and Secretary
*The amount reported herein as aggregate direct remuneration includes base
salary, bonuses, directors' fees, payments from subsidiaries for services as an
officer or director, and amounts expended by the Company and reported as taxable
income to the officers and directors for the use of Company owned or leased
automobiles, Company facilities, tickets to sporting events and insurance made
available to them. Certain expenses including medical examinations, business,
civic club dues, and tickets to civic events are reimbursed or provided to
officers, directors and employees and other fringe benefits which are believed
to constitute ordinary and incidental business expenses, which are paid or
reimbursed by the Company in the interest of facilitating job performance and
minimizing the work-related expenses incurred by such persons, are not included
and are not reported as income to them. The Company does not consider such
benefits to be excessive or unusual.
**The method of funding is an aggregate method and does not provide annual cost
accruals for individual participants.
***None.
1 Represents the estimated annual accrued benefit payable at age 65
calculated based upon pay and service as of December 31,1999. 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 Mr. Jensen and Mr. Lemery retired in 1999. The amounts shown as Aggregate
Direct Remuneration and Other Employee Benefits include amounts paid to
them or accrued prior to their retirement. Each elected a lump sum benefit
upon retirement, and no further benefits are due from the plan.
</TABLE>
By order of the Board of Directors
/s/ C. John Malacarne
C. John Malacarne Vice President,
General Counsel and Secretary
March 29, 2000
-5-
PROXY
KANSAS CITY LIFE INSURANCE COMPANY
3520 Broadway * Kansas City, Missouri * 64111-2565
ANNUAL MEETING OF STOCKHOLDERS - APRIL 20, 2000
CUSIP NO. 484836-10-1
Please sign, date and mail your proxy card promptly in the enclosed envelope.
No postage will be necessary if mailed in the United States.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS OF KANSAS CITY LIFE INSURANCE COMPANY
I hereby make, constitute and appoint J. R. Bixby and James F. Aldrich, jointly
and severally, proxies for the undersigned to vote all the shares which I am
entitled to vote at the Annual Meeting of Stockholders of Kansas City Life
Insurance Company to be held at the Company, 3520 Broadway, Kansas City,
Missouri, at 9 a.m. on April 20, 2000, and direct said proxies to vote as
follows:
1) ELECTION OF DIRECTORS:
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote for
as marked to the contrary below)* all nominees listed below
(* To withhold authority to vote for any individual nominee strike a line
through the nominee's name in the list below)
J. R. Bixby Robert Philip Bixby Richard L. Finn
Warren J. Hunzicker, M.D. Larry Winn, Jr.
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
When properly executed and received in time, this Proxy will be voted as
directed by the stockholder, HOWEVER, IF NO SUCH CHOICE IS SO INDICATED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES PROPOSED BY THE BOARD.
Dated_____________________, 2000 _____________________________________________
Stockholder
I do _____ I do not _____ plan to attend the meeting.
This Proxy should be executed by and in the name of the stockholder exactly
as such name appears on the stock certificate. If executed by a corporation, the
proxy should be signed by an authorized officer, indicating their title. If
executed by an executor, administrator, trustee or other fiduciary, the title of
such fiduciary should be shown. Any person named as proxy must be a stockholder
of this Company.
