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)
National Western Life Insurance Company 1995 Stock and Incentive Plan
(Full Title of the Plan)
James P. Payne, 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
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Class A 300,000 $102.00 $30,600,000 $10,552*
$1.00 Par
Common Stock
<FN>
*The fee is 1/29 of 1% of $30,600,000, the maximum aggregate offering
price as of October 17, 1997, which was the market value average of the
bid and asked price as of such date of the shares registered.
</FN>
</TABLE>
Part I
Information Required in Section 10(a) Prospectus
This document is dated October 23, 1997, 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.
At its April 21, 1995 meeting, Registrant's Board of Directors adopted
the National Western Life Insurance Company 1995 Stock and Incentive Plan
(the "Plan"), and the Plan was approved by Registrant's stockholders on
June 16, 1995. The purpose of the Plan is to align the personal financial
incentives of key personnel with the long-term growth of Registrant and
the interests of its stockholders through the ownership and performance of
Registrant's Class A, $1.00 par value, Common Stock ("Common Stock"), to
enhance Registrant's ability to retain key personnel, and to attract
outstanding prospective employees and Directors.
The adoption of the Plan was part of the establishment of Registrant's
initial long-term incentive programs. In structuring the Plan, the Board
of Directors sought to provide for a variety of awards that could be
flexibly administered. This flexibility will permit Registrant to keep
pace with changing developments in management compensation and make
Registrant competitive with those companies that offer creative incentives
to attract and keep key management employees. The Plan is designed to
allow Registrant to respond to changing circumstances such as changes in
tax laws, accounting rules, securities regulations, and other rules
regarding benefit plans. The Plan grants the Compensation and Stock
Option Committee of the Board of Directors (the "Committee"), which
administers the Plan, flexibility in creating the terms and restrictions
deemed appropriate for particular awards as facts and circumstances
warrant.
The summary of the Plan which appears below is qualified in its
entirety by reference to the full text of the Plan, as documented in
Exhibit 10.
Types of Awards. The Plan provides for the grant of any or all of the
following types of awards: (1) stock options for Common Stock, including
incentive stock options and non-qualified stock options; (2) stock
appreciation rights, in tandem with stock options or freestanding; (3)
restricted stock; (4) incentive awards; and (5) performance awards. Any
stock option granted in the form of an incentive stock option must satisfy
the applicable requirements of Section 422 of the Internal Revenue Code
("Code"). Awards may be made to the same person on more than one occasion
and may be granted singly, in combination, or in tandem as determined by
the Committee. For more detail as to the awards, see (b) below.
Term. The Plan was effective as of April 21, 1995, and will terminate
on April 20, 2005, unless earlier terminated by the Board of Directors.
Termination of the Plan will not affect awards made prior to termination,
but awards will not be made after termination.
Administration. The Plan is administered by the Committee, which is
composed of non-management members of the Registrant's Board of Directors.
The Committee is elected annually by the Board of Directors, who are, in
turn, elected annually by the shareholders. None of the members of the
Committee are officers or employees of the Company or its subsidiaries.
The Committee acts as manager of the Plan, and the members may be replaced
by majority vote of the Board of Directors. Subject to the terms of and
consistent with the Plan, the Committee has authority (i) to select
personnel to receive awards, (ii) to determine the timing, form, amount or
value, and terms of grants and awards, and the conditions and
restrictions, if any, subject to which grants and awards will be made and
become payable under the Plan (other than non-discretionary stock options
for non-employee Directors), (iii) to construe the plan and to prescribe
rules and regulations with respect to the administration of the Plan, and
(iv) to make such other determinations authorized under the Plan as the
Committee deems necessary or appropriate.
The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").
Agreements. Each award under the Plan will be evidenced by an
agreement in such form and containing such provisions not inconsistent
with the provisions of the applicable plan as the Committee from time to
time approves. In applicable situations, such agreements may include
provisions to qualify an incentive stock option, or to provide for the
payment of the option price, in whole or in part, by the delivery of a
number of shares of Common Stock (plus cash if necessary) having a fair
market value equal to any option price. Such agreements may also include,
without limitations, provisions relating to (i) vesting, (ii) tax matters
(including provisions (x) covering any applicable employee wage
withholding requirements, (y) prohibiting a holder from making an election
under Section 83(b) of the Code, or (z) providing "gross up" payments to
compensate eligible individuals for any excise taxes imposed as a result
of a Change of Control payment), and (iii) any other matters not
inconsistent with the terms and provisions of the relevant plans that the
Committee in its sole discretion determines. The terms and conditions of
agreements need not be identical.
Amendment. The Board of Directors may at any time terminate or amend
the Plan in any respect, except that the Board may not, without approval
of the stockholders of the Company, amend the Plan so as to (i) increase
the number of shares of Common Stock which may be issued under the Plan
(except for adjustments in the number of shares permitted with respect to
certain stock splits, stock dividends, mergers, reorganizations, or
recapitalizations as described under "Shares Subject to the Plan" above)
or change the option exercise price; (ii) modify the requirements as to
eligibility for participation; (iii) materially increase the benefits
accruing to participants under the Plan; or (iv) extend the duration of
the Plan beyond April 20, 2005. No amendment or termination of the Plan
shall, without the consent of the optionee or participant in the Plan,
alter or impair the rights of such person under any options or other award
theretofore granted under the Plan.
Change of Control. In order to maintain all of the participants'
rights in the event of a Change of Control (as defined in the Plan), all
outstanding awards (of whatever type) shall immediately vest and become
exercisable or satisfiable upon the occurrence of a Change of Control.
The Committee, in its discretion, may determine that upon the occurrence
of such a transaction, each award outstanding shall terminate within a
specified number of days after notice to the holder thereof, and such
holder shall receive, with respect to each share of Common Stock subject
to such award, cash in an amount equal to the excess of (i) the higher of
(x) the Fair Market Value (as defined in the Plan) of such share of Common
Stock immediately prior to the occurrence of such transaction, or (y) the
value of the consideration to be received in such transaction for one
share of Common Stock over (ii) the price per share, if applicable, of
Common Stock set forth in such award. If the consideration offered to
stockholders of the Company in any transaction in this paragraph consists
of anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered which is other than
cash. These provisions will not terminate any right of a holder to
further payments pursuant to any agreement between the Company and such
holder following a Change of Control. A "Change of Control" of the
Company is deemed to occur under the Plan if: (i) any "person," as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's
outstanding securities then entitled to vote for the election of
Directors; or (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors
cease for any reason to constitute at least a majority thereof; or (iii)
the Board of Directors shall approve the sale of all or substantially all
of the assets of the Company; or (iv) the Board of Directors shall approve
any merger, consolidation, issuance of securities or purchase of assets,
the result of which would be the occurrence of any event described in
clause (i) or (ii) above.
Additional information about the Plan may be obtained from James P.
Payne, Vice-President and Corporate Secretary, National Western Life
Insurance Company, 850 East Anderson Lane, Austin, Texas 78752-1602,
telephone number 512/836-1010.
(b) Securities to be Offered.
The Plan provides a total of 300,000 shares of the Company's authorized
but unissued Class A Common, $1.00 par value, non-cumulative stock
("Common Stock") to be made available for the awards under the Plan. The
Company has authorized and outstanding two classes of Common Stock, Class
A and Class B. As of September 30, 1997, the number of Registrant's
outstanding Class A Common Stock was 3,291,338 and the number of
outstanding Class B Common Stock shares 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:
(1) 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.
(2) 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
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.
(3) 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
of 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.
(4) In the event of any spin-off or distribution in-kind of the
shares of a subsidiary corporation of the Company, 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 Company 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 Stock shares, and the Class B Common Stock shares shall
receive in-kind only that class of shares of the subsidiary
corporation which is similar to the Class B Common Stock
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 any of the stock 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
employee within any period of less than six months, and any profits
realized by such employee from any such transaction will inure to and be
recoverable by the Company.
(c) Employees Who May Participate in the Plan.
All of the employees of the Registrant and its subsidiaries are
eligible to participate in the Plan. In addition, Directors of the
Company (other than Committee members) are eligible for restricted stock
awards, incentive awards, and performance awards, and non-employee
Directors (including members of the Committee) receive non-discretionary
stock options as described below under "Stock Options." The selection of
participants from eligible personnel is within the discretion of the
Committee, except with respect to non-discretionary stock options
automatically awarded to non-employee Directors.
(d) Purchase of Securities Pursuant to Plan and Payment for
Securities Offered.
Stock Options. The Committee may grant awards in the form of options
to purchase shares of Common Stock. The Committee will, with regard to
each stock option, determine the number of shares subject to the option
and the manner and time of the option's exercise; provided, however, that
the maximum number of shares of Common Stock that may be subject to
options, stock appreciation rights, restricted stock awards, performance
awards, or incentive awards granted under the Plan to an individual
optionee during any calendar year cannot exceed 30,000 shares (subject to
adjustment in the event of stock dividends, stock splits, and certain
other events). The exercise price of a stock option will be equal to the
fair market value of the Common Stock on the date the option is granted,
except in the case of an incentive stock option granted to an employee who
owns more than 10% of the Company's voting stock, in which case the
exercise price will be equal to 110% of the fair market value of the
Common Stock on the date of grant. The Committee will designate each
option as a non-qualified or incentive stock option. The option price
upon exercise may, at the discretion of the Committee, be paid by a
participant in cash, shares of Common Stock, or a combination thereof.
Except as set forth above with regard to Change of Control, no option will
be exercisable within six months of the date of grant. The effect of an
optionee's termination of employment by reason of death, retirement,
disability, termination or otherwise will be specified in the option
agreement which evidences each option grant.
In addition to options granted at the discretion of the Committee to
employees, each current non-employee Director of the Company received on
the date of adoption of the Plan a non-discretionary option for 1,000
shares of Common Stock at the fair market value thereof on such date, and
each new non-employee Director hereafter will receive on the date of the
Director's initial election to the Board, a non-discretionary option
covering 1,000 shares of Common Stock at the fair market value thereof on
such date.
Stock Appreciation Rights. The Plan also authorizes the Committee to
grant stock appreciation rights ("SAR") either independent of, or in
connection with, a stock option. If granted with a stock option, exercise
of the SAR will result in the surrender of the right to purchase the
shares under the option as to which the SAR was exercised. Upon
exercising an SAR, the holder receives for each share with respect to which
the SAR is exercised an amount equal to the difference between the
exercise price (which will be the fair market value of such shares on the
date of grant, except in the case of the grant of an SAR in connection
with an incentive stock option to an employee who owns more than 10% of
the Company's voting stock, in which case the exercise price will be 110%
of the fair market value of the Common Stock on the date of grant), and the
fair market value of the Common Stock on the date of exercise. Payment of
such amount may be made in shares of Common Stock, cash, or a combination
thereof, as determined by the Committee. Except as set forth above with
respect to Change of Control, the SAR will not be exercisable within six
months of the date of grant. Each grant of an SAR will be evidenced by an
agreement which specifies the terms and conditions of the award, including
the effect of termination of employment (by reason of death, disability,
retirement, or otherwise) on the exercisability of the SAR.
Restricted Stock. The Plan provides that shares of Common Stock
subject to certain restrictions may be awarded to eligible persons from
time to time as determined by the Committee. The Committee will determine
the nature and extent of the restrictions and any circumstance under which
restricted shares will be forfeited. During any such period of
restriction, recipients will have the right to receive dividends and the
right to vote the shares. The Committee will determine the effect of the
termination of employment (or service as a Director) of a recipient of
restricted Common Stock (by reason of retirement, termination, disability,
death, or otherwise) prior to the lapse of any applicable restrictions.
Performance Awards. The Plan permits the Committee to grant
performance awards to eligible persons under the Plan from time to time.
A performance award will be contingent upon future performance by the
Company or any subsidiary, division, or department thereof. The Committee
will establish the relevant performance criteria, subject to later
revision. In determining the value of performance awards, the Committee
will take into account a person's responsibility level, performance,
potential, other awards, and such other considerations as it deems
appropriate. Payment of a performance award may be made in cash, Common
Stock, or a combination thereof, as determined by the Committee. A
performance award shall terminate if the employee does not remain
continuously in the employ of the Company (or in service as a Director) at
all times during the applicable performance period, unless the Committee
determines otherwise.
Incentive Awards. The Plan permits the Committee to grant incentive
awards. Incentive awards are rights to receive shares of Common Stock (or
cash incentive awards equal to the fair market value thereof) or rights to
receive any appreciation or increase in the fair market value of Common
Stock over a specified period of time or upon the occurrence of an event
(such as a Change of Control). Incentive awards vest in the manner
established by the Committee and do not require any payment for shares by
the recipient (except to the extent otherwise required by law) or
satisfaction of any performance criteria or objectives. In determining
the value of incentive awards, the Committee will take into account a
person's responsibility level, performance, potential, other awards, and
such other considerations as it deems appropriate. Payment by the Company
of an incentive award may be made in cash, Common Stock, or a combination
thereof, as determined by the Committee. An incentive award will
terminate if the recipient does not remain continuously in the employ of
the Company (or in service as a Director) at all times during the
applicable vesting period, unless the Committee determines otherwise.
Shares shall be deemed to be issued under the Plan only to the extent
actually issued pursuant to an award or settled in cash. To the extent
that an award lapses or is forfeited prior to the issuance of the shares
subject to such awards, any shares subject to such award shall again be
made available for grant. In the event of any increases or decreases in
the number of issued and outstanding shares of Common Stock pursuant to
stock splits, mergers, reorganizations, recapitalizations, stock
dividends, or other events described under the terms of the Plan, the
Committee shall make appropriate adjustments to the aggregate number of
shares available for issuance under the Plan and the number of shares
subject to outstanding grants or awards in the exercise price per share of
outstanding stock options and in the appreciation rights, restricted
stock, incentive and performance awards shall also be subject to
adjustments by the Committee to reflect changes in the Company's
capitalization.
(e) Resale Restrictions.
The Committee is authorized to determine the timing, form, amount or
value, and terms of grants and awards, and the conditions and
restrictions, if any, subject to which grants and awards will be made
under the Plan (other than the non-discretionary stock options for non-
employee Directors). Once awards are exercised and shares are received,
there is no Plan restriction on the resale of such shares.
(f) Tax Effects of Plan Participation.
The Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code.
As a general rule, no federal income tax is imposed on the optionee
upon the grant of a non-qualified stock option such as those under the
Plan (whether or not including a stock appreciation right) and the Company
is not entitled to a tax deduction by reason of such a grant. Generally,
upon the exercise of a non-qualified stock option, the optionee will be
treated as receiving compensation taxable as ordinary income in the year
of exercise, which, in the case of an option, is an amount equal to the
excess of the fair market value of the shares on the date of exercise over
the option price and, in the case of an option including a stock
appreciation right, is the amount of cash received plus the fair market
value of the shares distributed to the optionee. Upon the exercise of a
non-qualified stock option, the Company may claim a deduction for
compensation paid at the same time and in the same amount as compensation
income is recognized to the optionee, assuming any federal income tax
withholding requirements are satisfied.
Upon a subsequent disposition of the shares received upon exercise of
a non-qualified stock option, the difference between the amount realized
on the disposition and the basis of the stock (exercise price plus any
ordinary income recognized) should qualify as a long-term or short-term
capital gain, depending on the holding period. If the shares purchased
upon the exercise of an option or an option including a stock appreciation
right are transferred subject to certain restrictions, then the taxable
income realized by the optionee, unless the optionee elects otherwise
pursuant to Section 83(b) of the Code, and the Company's tax deduction
(assuming any federal income tax withholding requirements are satisfied)
should be deferred and should be measured at the fair market value of the
shares at the time the restrictions lapse. The restriction imposed on
officers, Directors, and 10% shareholders by Section 16(b) of the
Securities Exchange Act of 1934, as amended, and Colorado Insurance Law,
Section 10-3-120, is such a transfer restriction during the period
prescribed thereby.
The incentive stock options are intended to constitute "incentive stock
options" within the meaning of Section 422(b) of the Code. Incentive
stock options are subject to special federal income tax treatment. No
federal income tax is imposed on the optionee upon the grant or the
exercise of an incentive stock option if the optionee does not dispose of
shares acquired pursuant to the exercise within the two-year period
beginning on the date the option was granted or within the one-year period
beginning on the date the option was exercised (collectively, the "Holding
Periods"). In such event, the Company would not be entitled to any
deduction for federal income tax purposes in connection with the grant or
exercise of the option or the disposition of the shares so acquired.
However, the optionee must include the difference between the exercise
price and the fair market value of the Common Stock on the date of
exercise in the alternative minimum taxable income.
If the optionee exercises and disposes of the stock in the same year
and the amount realized is less than the fair market value on the exercise
date, only the difference between the amount realized and the adjusted
basis of the stock will be included in alternative minimum taxable income.
Upon disposition of the shares received upon exercise of an incentive
stock option after the Holding Periods, the difference between the amount
realized and the exercise price should constitute long-term capital gain
or loss.
If an optionee disposes of shares acquired pursuant to his exercise of
an incentive stock option prior to the end of the Holding Periods, the
disposition would be treated as a disqualifying disposition. The optionee
will be treated as having received, at the time of disposition,
compensation taxable as ordinary income equal to the excess of the fair
market value of the shares at the time of exercise (or in the case of a
sale in which a loss would be recognized, the amount realized on the sale
if less) over the exercise price and any amount realized in excess of the
fair market value of the shares at the time of exercise would be rated as
short-term and long-term capital gain, depending on the holding period of
the shares. In such event, the Company may claim a deduction for
compensation paid at the same time and in the same amount as compensation
is treated as received by the optionee.
Notwithstanding the above, all tax consequences resulting from an award
under the Plan shall be the sole responsibility of the employee to whom
the award is made and the employee should seek independent tax advice.
(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.
Except as otherwise stated herein or as provided in the Plan, the
Committee has the authority under the Plan to establish the terms,
conditions and restrictions as to disposition of all shares to which an
employee may be entitled upon the occurrence of (i) death, (ii)
retirement, (iii) resignation, (iv) permanent and total disability, (v)
layoff, or (vi) change in control of the Company.
There is no provision in the Plan to otherwise withdraw, terminate,
assign or hypothecate an employee's interest in the Plan.
(i) Forfeitures and Penalties.
An employee 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
employees, 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 or 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 in the latest
fiscal year ended within 120 days prior to the delivery of the documents
to the participant. Documents may be obtained from James P. Payne, Vice-
President and Corporate Secretary, National Western Life Insurance
Company, 850 East Anderson Lane, Austin, Texas 78752-1602, telephone
number 512/836-1010.
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, 1996, (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 and June 30, 1997,
(iii) all other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1996, 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. Description of Securities.
The Plan makes available a total of 300,000 shares of the Company's
authorized but unissued 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 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
of 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 Company, 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 Company 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 Stock, 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 Stock.
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 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
employee within any period of less than six months, and any profits
realized by such employee 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 10 National Western Life Insurance Company 1995 Stock and
Incentive Plan (incorporated by reference to Exhibit
10(e) to the Company's Form 10-K for the year ended
December 31, 1995).
Exhibit 15 Letter regarding Unaudited Interim Financial
Information. Not applicable.
Exhibit 23 Consents of Experts and Counsel. Letter of KPMG Peat
Marwick LLP, certified public accountants, dated October
23, 1997, relating to their 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, 1996,
incorporated by reference in Part II, Item 3 hereof.
Exhibit 24 Power of Attorney. None used.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) 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.
(ii) 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.
(iii) 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 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 October 17, 1997.
NATIONAL WESTERN LIFE INSURANCE COMPANY
(Registrant)
/S/Robert L. Moody Chairman of the Board, 10-17-97
Robert L. Moody Chief Executive Officer, Date
and Director
/S/Ross R. Moody President, 10-17-97
Ross R. Moody Chief Operating Officer, Date
and Director
/S/Robert L. Busby, III Senior Vice President - 10-17-97
Robert L. Busby, III Chief Administrative Officer, Date
Chief Financial Officer,
and Treasurer
/S/Vincent L. Kasch Vice President - 10-17-97
Vincent L. Kasch Controller and Date
Assistant Treasurer
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.
/S/Arthur O. Dummer Director 10-17-97
Arthur O. Dummer Date
/S/Harry L. Edwards Director 10-17-97
Harry L. Edwards Date
/S/E. Douglas McLeod Director 10-17-97
E. Douglas McLeod Date
/S/Charles D. Milos, Jr. Director 10-17-97
Charles D. Milos, Jr. Date
/S/Frances A. Moody Director 10-17-97
Frances A. Moody Date
/S/Russell S. Moody Director 10-17-97
Russell S. Moody Date
/S/Louis E. Pauls, Jr. Director 10-17-97
Louis E. Pauls, Jr. Date
/S/E. J. Pederson Director 10-17-97
E. J. Pederson Date
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 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
directors 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 the
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
October 17, 1997
Board of Directors
National Western Life Insurance Company
850 East Anderson Lane
Austin, Texas 78752
Re: National Western Life Insurance Company 1995
Stock and Incentive Plan
Gentlemen:
This opinion relates to the validity of the issuance of the 300,000
shares of National Western's Class A common, $1.00 par value, stock to be
issued in connection with the National Western Life Insurance Company 1995
Stock and Incentive Plan ("Plan").
I have reviewed the Plan, the Articles of Incorporation and Bylaws of
the Company and the resolutions of the Board of Directors and shareholders
creating the 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, if and when issued by the Company in accordance with
the provisions of the Plan, be legally issued, fully paid and non-
assessable.
Yours very truly,
/S/Will D. Davis
Will D. Davis
WDD/mmr
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
National Western Life Insurance Company:
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Austin, Texas
October 23, 1997
