SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
National Western Life Insurance Company
(Exact Name of Registrant as Specified in Its Charter)
Colorado 84-0467208
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
850 East Anderson Lane, Austin, Texas 78752-1602
(Address of Principal Executive Offices) (Zip Code)
Officers' Stock Bonus Plan
(Full Title of the Plan)
James V. Robinson, 850 East Anderson Lane, Austin, Texas 78752-1602
(Name and Address of Agent For Service)
(512)836-1010
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Class A 13,496 $42.50 $573,580 $179.24*
$1.00 par
Common Stock
*The fee is 1/32nd of 1% of $573,580, the maximum aggregate
offering price as of November 20, 1992, which was the market
value as of such date of the shares registered.
Part I
Information Required in the Section 10(a) Prospectus
This document is dated January 27, 1994, and
constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933.
Item 1. Plan Information.
(a) General Plan Information.
The Registrant's Officers' Stock Bonus Plan ("the Plan") was
created by the Board of Directors of National Western Life
Insurance Company ("Registrant" or "Company") for all employees
who were officers of the Registrant as of December 31, 1992.
The Plan rewards the officers as an incentive for job
performance, services rendered and longevity with the
Registrant. Each officer's performance and contribution to the
Registrant was evaluated by the President, and based on this
evaluation, each officer was granted shares of the Registrant's
Class A common stock equivalent in number and market value at
November 20, 1992 to a designated percentage of his/her annual
salary as of such date. The designated percentage of an
officer's annual salary was determined by the President within a
range of five percent (5%) to thirty-five percent (35%) thereof.
The number of shares of Class A common stock to which each
officer is entitled shall vest in increments according to the
following schedule:
January 1, 1993 25%
December 31, 1993 25%
December 31, 1994 25%
December 31, 1995 25%
All shares of Class A common stock to be issued in accordance
with the Plan are to be appropriated from the authorized but
unissued Class A common stock of the Registrant.
In order to receive the issuance of the designated stock
shares, the officer must be actively employed by the Registrant
on the above dates and in the same or a higher office as that
which he/she held on December 31, 1992. However, upon the
occurrence of any of the following events, vesting for all
shares to which an officer is entitled shall be immediate:
a. death
b. retirement
c. permanent and total disability
d. layoff
e. change in control of the Company.
Upon the voluntary resignation of an officer or in the event of
his/her termination "for cause", all shares to which such
officer shall be entitled, but which have not yet vested, shall
be forfeited.
All tax consequences resulting from the issuance of the
Company's Class A common stock under the Plan shall be the sole
responsibility of the officer to whom such shares are issued.
The Plan is a "one-time" bonus of the shares and is not subject
to the Employee Retirement Income Security Act of 1974. As
adopted by the Board of Directors, the Plan is administered by
the Corporate Secretary of the Company, who causes the Company
Stock Transfer Agent to issue the correct number of shares to
the officer as they become vested. Additional information about
the Plan may be obtained from James V. Robinson, Vice-President
and Corporate Secretary, National Western Life Insurance
Company, 850 East Anderson Lane, Austin, Texas 78752-1602,
telephone number (512) 836-1010. The Corporate Secretary is the
Company officer immediately responsible for maintaining the
integrity and validity of the issued and outstanding shares of
Company stock, including those issued under the Plan. The
Secretary is elected annually to such position by the Board of
Directors of the Company, and serves at the pleasure of the
Board.
(b) Securities to be Offered.
The Plan provides a total of 13,496 shares of the Company's
Class A Common, $1.00 par value, non-cumulative stock. The
Company has authorized and outstanding two classes of common
stock, Class A and Class B. As of January 21, 1994, the number
of shares of Registrant's outstanding Class A common stock was
3,484,672 and the outstanding Class B common stock was 200,000.
The Class A shares are publicly held and traded, whereas the
Class B shares are privately held and not publicly traded. The
Class A and Class B shares are alike in all respects except that:
(i) The Class A common stock has the exclusive right to elect
one third (1/3) of the total number of directors constituting
the whole Board of Directors (treating any fraction as an
additional director) and the Class B common stock has the
exclusive right to elect the remaining directors.
(ii) The cash or in kind dividends are without a fixed rate,
non-cumulative and subject to declaration by the Board of
Directors, but any dividend that may be paid on each share of
the Class A common stock must be twice the amount of any such
dividend that may be paid on each share of the Class B common
stock.
(iii) In the event of the dissolution or winding up of the
corporation, whether voluntary or involuntary, the assets shall
be distributed among the Class A and Class B stockholders in the
following manner:
(A) the Class A stockholders shall first receive the $1.00
par value for each of the Class A shares validly issued, held
and outstanding;
(B) the Class B stockholders shall then receive the $1.00 par
value for each of the Class B shares validly issued, held and
outstanding;
(C) the remaining assets of the corporation shall then be
divided and distributed to and among the stockholders of all the
stock of the corporation in proportion to the number of shares
of stock held by each such stockholder without preference of any
one class of stock over any other class.
(iv) In the event of any spin-off or distribution in-kind of
the shares of a subsidiary corporation of the Corporation, and
which subsidiary corporation has only one class of stock issued
and outstanding, each share of Class B common stock shall
receive only one-half (1/2) of the number of shares of the
subsidiary corporation as are to be received by each share of
the Class A common stock; and, in the event that such subsidiary
corporation has two classes of stock which are similar in rights
and privileges to the Class A common stock and Class B common
stock of the Corporation described herein, then the Class A
common stock shall receive in-kind only that class of shares of
the subsidiary corporation which is similar to the Class A
common shares, and the Class B common stock shall receive
in-kind only that class of shares of the subsidiary corporation
which is similar to the Class B common shares.
One-half (1/2) of all shares entitled to vote on an issue
constitutes a quorum at any meeting of the shareholders, and an
affirmative majority of those shares represented at the meeting
and entitled to vote on the subject matter constitutes an act by
that Class of shareholders, unless a greater number of shares is
required by law.
Cumulative voting by shareholders is not permitted, and
shareholders do not have preemptive rights to subscribe to
additional shares that may be offered by the Company.
The issued shares are deemed fully paid and are non-assessable
for any corporate liabilities.
Under the provisions of Section 10-3-120 of the Colorado
Insurance Code, and Section 16(b) of the Securities Exchange Act
of 1934, the receipt of these stock bonus shares under the Plan
will be treated the same as the purchase of any other Class A
common shares of the Company, and such shares will be subject to
the "insider-trading short-swing" profits liability tests
imposed by such statutes upon any purchase and sale, or any sale
and purchase, of any Class A common shares of the Company by the
officer within any period of less than six months, and any
profits realized by such officer from any such transactions will
inure to and be recoverable by the Company.
(c) Employees Who May Participate in the Plan.
The Plan is for those employees who were officers of the
Company on December 31, 1992. Each officer's prior performance
and contribution to the Company was evaluated by the Company
President, and, based on such evaluation, each officer was
granted shares equivalent in number and market value as of
November 20, 1992, to a designated percentage of his/her annual
salary as of such date.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.
The Plan shares were made automatically available to all
officers of the Company as of December 31, 1992, and the
officers need not elect to participate in the Plan or purchase
the shares. The Bonus shares will be issued at the price of
$42.50, which was the market value thereof as of November 20,
1992. Each officer will receive those shares equivalent in
number and market value to the designated percentage of his/her
annual salary as determined by the President's evaluation of the
officer's contribution to the Company. The designated
percentage of the officer's annual salary was determined by the
President within a range of five percent (5%) to thirty-five
percent (35%) thereof.
The officers will not pay for the shares, but will receive them
as a bonus for prior service to the Company. On the date of
issue the Company will record compensation expense and a
corresponding increase in its capital account equal to the
market value of the issued shares. The shares will be issued
from the authorized, but unissued capital stock shares of the
Company.
(e) Resale Restrictions.
The Company will not impose any restrictions upon the resale of
such Class A common stock. The shares will be subject to those
restrictions which are normally imposed by law upon insider
trading, controlling persons or otherwise.
(f) Tax Effects of Plan Participation.
The officers will be required to include in their gross income
the fair market value of the stock shares received. The timing
and amount of income should coincide with the lapsing of the
restrictions imposed by Colorado Insurance Law section 10-3-120,
referred to in (b) above. Although not specifically cited in
the Internal Revenue Code Section 83, the Colorado Insurance Law
restriction is analogous to that imposed by Section 16(b) of the
Securities Exchange Act of 1934. Thus the four 25% vestings
should become taxable to the officers on July 1, 1993, June 30,
1994, June 30, 1995, and June 30, 1996, respectively. The fair
market value of the Company's stock on those same dates will
determine the amount of income to be included in gross income to
the officers.
The Company will be entitled to a tax deduction equal to the
fair market value of the stock at the time it is transferred to
and included in the officers' gross income. The Company will
comply with the withholding requirements relating to the
officers' income.
(g) Investment of Funds.
Under the terms of this Plan there are no assets or funds to be
invested under the Plan.
(h) Withdrawal From the Plan; Assignment of Interest.
An officer is entitled to receive the shares under the vesting
schedule described in (a) above if he/she is actively employed
by the Company on such dates in the same or a higher office as
that held on December 31, 1992. However, all shares to which
the officer is entitled shall immediately vest upon the
occurrence of:
a. death
b. retirement
c. permanent and total disability
d. layoff
e. change in control of the Company.
Upon resignation of the officer, or in the event of his/her
termination "for cause", all shares to which such officer shall
be entitled, but which have not yet vested, shall be forfeited.
There is no provision in the Plan to otherwise withdraw,
terminate, assign or hypothecate an officer's interest in the
Plan.
(i) Forfeitures and Penalties.
An officer forfeits his/her rights to non-vested shares by
resignation or termination for cause by the Company.
(j) Charges and Deductions, and Liens Therefor.
The Plan does not make charges or deductions against the
participating officers, nor does the Plan provide for the
creation of any lien upon the shares in the Plan.
Item 2. Registrant Information and Employee Plan Annual
Information.
All participants in the Plan may obtain without charge from the
Registrant, upon written or oral request, any of the documents
referred to and incorporated by reference in Item 3 of Part II
of the Registration Statement, and such documents are
incorporated by reference in the Section 10(a) prospectus. Also
available without charge, upon written or oral request, to the
Plan participants are (i) the Prospectus, Part I, and (ii)
Registrant's annual report on Form 10-K for its latest fiscal
year, or for the fiscal year preceding the latest fiscal year if
the latest fiscal year ended within 120 days prior to the
delivery of the documents to the participant.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference (i) Form 10-K,
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 1992, and
(ii) Forms 10-Q, Quarterly Reports Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for each of the
calendar quarters ended March 31, June 30 and September 30,
1993, (iii) all other reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since December 31,
1992, and (iv) all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to filing of a
post-effective amendment which indicates that all securities
offered by Registrant hereunder have been issued or which
deregisters all of such securities then remaining unsold, and
all of such documents shall be a part hereof from the date of
filing of such documents.
Item 4. Designation of Securities.
The Plan provides a total of 13,496 shares of the Company's
Class A Common, $1.00 par value, non-cumulative stock. The
Company has authorized and outstanding two classes of common
stock, Class A and Class B. The Class A shares are publicly
held and traded, whereas the Class B shares are privately held
and not publicly traded. The Class A and Class B shares are
alike in all respects except that:
(a) The Class A common stock has the exclusive right to elect
one third (1/3) of the total number of directors constituting
the whole Board of Directors (treating any fraction as an
additional director) and the Class B common stock has the
exclusive right to elect the remaining directors.
(b) The cash or in kind dividends are without fixed rate,
non-cumulative and subject to decision by the Board of
Directors, but any dividend that may be paid on each share of
the Class A common stock must be twice the amount of any such
dividend that may be paid on each share of the Class B common
stock.
(c) In the event of the dissolution or winding up of the
corporation, whether voluntary or involuntary, the assets shall
be distributed among the Class A and Class B stockholders in the
following manner:
(i) the Class A stockholders shall first receive the $1.00
par value for each of the Class A shares validly issued, held
and outstanding;
(ii) the Class B stockholders shall then receive the $1.00
par value for each of the Class B shares validly issued, held
and outstanding;
(iii) the remaining assets of the corporation shall then be
divided and distributed to and among the stockholders of all the
stock of the corporation in proportion to the number of shares
of stock held by each such stockholder without preference of any
one class of stock over any other class.
(d) In the event of any spin-off or distribution in-kind of
the shares of a subsidiary corporation of the Corporation, and
which subsidiary corporation has only one class of stock issued
and outstanding, each share of Class B common stock shall
receive only one-half (1/2) of the number of shares of the
subsidiary corporation as are to be received by each share of
the Class A common stock; and, in the event that such subsidiary
corporation has two classes of stock which are similar in rights
and privileges to the Class A common stock and Class B common
stock of the Corporation described herein, then the Class A
common stock shall receive in-kind only that class of shares of
the subsidiary corporation which is similar to the Class A
common shares, and the Class B common stock shall receive
in-kind only that class of shares of the subsidiary corporation
which is similar to the Class B common shares.
One-half (1/2) of all shares entitled to vote on an issue
constitutes a quorum at any meeting of the shareholders, and an
affirmative majority of those shares represented at the meeting
and entitled to vote on the subject matter constitutes an act by
that Class of shareholders, unless a greater number of shares is
required by law.
Cumulative voting by shareholders is not permitted, and
shareholders do not have preemptive rights to subscribe to
additional shares that may be offered by the Company.
The issued shares are deemed fully paid and are non-assessable
for any corporate liabilities.
Under the provisions of Section 10-3-120 of the Colorado
Insurance Code, and Section 16(b) of the Securities Exchange Act
of 1934, the receipt of these stock bonus shares under the Plan
will be treated the same as the purchase of any other Class A
common shares of the Company, and such shares will be subject to
the "insider trading short-swing" profits liability tests
imposed by such statutes upon any purchase and sale, or any sale
and purchase, of any Class A common shares of the Company by the
officer within any period of less than six months, and any
profits realized by such officer from any such transaction will
inure to and be recoverable by the Company.
Item 5. Interests of Named Experts and Counsel.
NONE.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company provide indemnification of its
officers and directors against all judgments, fines, penalties,
expenses and other similar liabilities incurred by them in
connection with any proceeding in which he/she is exposed to
such liabilities by reason of having served in such official
capacity on behalf of the Company, if such officer or director
(i) acted in good faith, (ii) reasonably believed his/her
conduct was in the Company's best interest, and (iii) had no
reasonable cause to believe that his/her conduct was unlawful.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant
to this registration statement, and no exemption from
registration is claimed.
Item 8. Exhibits.
The following exhibits are attached hereto:
Exhibit 4 -Instruments defining the rights of security
holders, including the relevant portion of the Company's
Articles of Incorporation.
Exhibit 5 -Opinion of Heath, Davis & McCalla, P.C. on legality.
Exhibit 15 -Letter regarding Unaudited Interim Financial
Information. Not Applicable.
Exhibit 24 -Consents of Experts and Counsel. Letter of KPMG
Peat Marwick, CPA's dated January 27, 1994 relating to
financial information and opinion in Form 10-K, Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the year ended December 31, 1992, incorporated by
reference in Part II, Item 3 hereof.
Exhibit 25 -Power of Attorney. None used.
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, 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.
(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 pursuant to
the foregoing provisions, or otherwise, 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
The Registrant. 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 Austin, State of Texas,
on January 21, 1994.
NATIONAL WESTERN LIFE INSURANCE COMPANY
(Registrant)
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 date indicated.
Robert L. Moody January 21, 1994
Robert L. Moody Date
Chairman of the Board and Director
Ross R. Moody January 21, 1994
Ross R. Moody Date
President and Director
Robert L. Busby, III January 21, 1994
Robert L. Busby, III Date
Sr. Vice President and Treasurer
Vincent L. Kasch January 21, 1994
Vincent L. Kasch Date
Vice President and Controller
Arthur O. Dummer January 21, 1994
Arthur O. Dummer Date
Director
Harry L. Edwards Date
Director
E. Douglas McLeod January 21, 1994
E. Douglas McLeod Date
Director
Charles D. Milos, Jr. January 21, 1994
Charles D. Milos, Jr. Date
Director
Frances A. Moody Date
Director
Russell S. Moody Date
Director
Louis E. Pauls, Jr. January 21, 1994
Louis E. Pauls, Jr. Date
Director
E. J. Pederson January 21, 1994
E. J. Pederson Date
Director
Exhibit 4
RELEVANT PORTIONS OF COMPANY'S ARTICLES OF INCORPORATION
FOURTH: The amount of the total authorized capital stock of
the company is SEVEN MILLION, SEVEN HUNDRED THOUSAND DOLLARS
($7,700,000.00) divided into Seven Million, Five Hundred
Thousand (7,500,000) shares of Class A common stock with a par
value of One Dollar ($1.00) each, and Two Hundred Thousand
(200,000) shares of Class B common stock with a par value of One
Dollar ($1.00) each. Class A common stock and Class B common
stock shall be alike in all respects except that:
(a) Class A common stock shall have the exclusive right to
elect One Third (1/3) of the total number of directors
constituting the whole Board of Directors (treating any fraction
as an additional director) and Class B common stock shall have
the exclusive right to elect the remaining directors.
(b) The cash or in-kind dividends to be paid on each share of
the Class B common stock per annum shall be only one-half (1/2) of
the cash or in-kind dividends to be paid on each share of the
Class A common stock per annum.
(c) In the event of the dissolution or winding up of the
corporation, whether voluntary or involuntary, the assets shall
be distributed among the Class A and Class B stockholders in the
following manner:
(i) the Class A stockholders shall first receive the par
value of their shares;
(ii) the Class B stockholders shall then receive the par
value of their shares;
(iii) the remaining assets of the corporation shall then be
divided and distributed to and among the holders of all the stock
of the corporation in proportion to the number of shares of
stock held by each, without preference of any one class of stock
over any other class.
(d) In the event of any spin-off or distribution in-kind of
the shares of a subsidiary corporation of the Corporation, and
which subsidiary corporation has only one class of stock issued
and outstanding, each share of Class B common stock shall
receive only one-half (1/2) of the number of shares of the
subsidiary corporation as are to be received by each share of
the Class A common stock; and, in the event that such subsidiary
corporation has two classes of stock which are similar in rights
and privileges to the Class A common stock and Class B common
stock of the Corporation provided for in this Article, then the
Class A common stock shall receive in-kind only that class of
shares of the subsidiary corporation which is similar to the
Class A common shares, and the Class B common stock shall
receive in-kind only that class of shares of the subsidiary
corporation which is similar to the Class B common shares.
In the event of a vacancy on the Board of Directors, such
vacancy shall be filled by a vote of the majority of the
remaining directors elected by the class who elected the
directors whose position is being filled. In the event that
there is no majority of such directors, then such vacancy shall
be filled at a special meeting of the shareholders who elected
the director whose position is being filled.
Said Classes of stock shall be fully paid and non-assessable.
No holder of any stock of the company shall, as such, have any
preemptive right to purchase or subscribe for any shares of the
capital stock or any other securities of the company which it
may issue or sell, whether out of the number of shares
authorized by the Articles of Incorporation of the company as
originally filed or by any amendment thereof, or out of the
shares of the capital stock of the company acquired by it after
the issuance thereof, nor shall any holder of any such stock, as
such, have any right to purchase or subscribe for any obligation
which the company may issue or sell that shall be convertible
into or exchangeable for any shares of the capital stock of the
company, or to which shall be attached or appertained any
warrant or warrants or any instrument or instruments that shall
confer upon the owner of such obligation, warrant or instrument
the right to subscribe for, or purchase from the company, any
shares of its capital stock. Article IV (b) and (c) shall not
be subject to amendment except upon the affirmative vote of the
holders of 75% of the issued and outstanding Class A common
stock.
NINTH: Cumulative voting shall not be allowed.
ELEVENTH: One half (1/2) of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at
any meeting of the shareholders. If a quorum is present, the
affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number
of shares is required by law. In the election of Directors a
quorum shall consist of one half (1/2) of the shares of Class A
common stock entitled thereat and one half (1/2) of the shares of
Class B common stock entitled to vote thereat. Whenever, with
respect to any action to be taken by the shareholders, the vote
or concurrence of the holders of more than one half (1/2) of the
shares as required by law with respect to such action, the
provision of the law shall control.
EXHIBIT 5
January 21, 1994
Board of Directors
National Western Life Insurance Company
850 East Anderson Lane
Austin, Texas 78752
Re: Officers' Stock Bonus Plan Shares
Gentlemen:
This opinion relates to the validity of the issuance of the
13,496 shares of National Western's Class A common, $1.00 par
value, stock to be issued in connection with the Officers' Stock
Bonus Plan to all officers who were employed by the Company as
of December 31, 1992.
I have reviewed the Officers' Stock Bonus Plan, the Articles of
Incorporation and Bylaws of the Company and the resolution of
the Board of Directors creating the Officers' Stock Bonus Plan.
Additionally, I have reviewed the relevant laws of the State of
Colorado, the legal domicile of the Company.
Based upon my review of this information, I am of the opinion
that these shares will, when issued by the Company to the
officers, be legally issued, fully paid and non-assessable.
Yours very truly,
Will D. Davis
Will D. Davis
WDD/mmr
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
National Western Life Insurance Company:
We consent to incorporation by reference in the registration statement
dated January 27, 1994 on Form S-8 of National Western Life Insurance
Company of our report dated March 5, 1993, relating to the consolidated
balance sheets of National Western Life Insurance Company and
subsidiaries as of December 31, 1992 and 1991, and the related
consolidated statements of operations, stockholders' equity and cash
flows and related schedules for each of the years in the
three year period ended December 31, 1992, which report appears in the
December 31, 1992 annual report on Form 10-K of National Western Life
Insurance Company.
KPMG Peat Marwick
Austin, Texas
January 27, 1994
