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 24, 2008, 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 direction is 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.
If you wish to submit a proposal for inclusion in our next Proxy Statement, we must receive the proposal on or before December 1, 2008 and you must comply with applicable SEC and NASDAQ rules and our Bylaws.
Under our Bylaws, if you wish to bring other business before the stockholders at our 2008 Annual Meeting without including your proposal in our proxy statement, you must notify the Corporate Secretary of Kansas City Life Insurance Company in writing on or before March 20, 2008 and your notice must contain the specific information required in our Bylaws. These two requirements relate only to matters you wish to bring before the stockholders at an annual meeting. They do not apply to proposals that you wish to have included in our Proxy Statement.
The Company has authorized 36,000,000 shares of $1.25 Par Value Common Stock. As of January 31, 2008, 6,781,074 shares are held as Treasury Stock and 11,715,606 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 10, 2008 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.
ANNUAL REPORT
The Annual Report for 2007 and the Form 10-K are enclosed with this Proxy Statement.
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SECURITY OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 31, 2007 concerning each director and director nominee, each executive officer listed in the Summary Compensation Table and each person or group owning more than five percent of the outstanding shares of the Company's $1.25 par value common stock (“common stock”) on the date indicated. The common stock is the Company’s only class of voting securities. As described in the notes to the table set forth below, certain named persons share the power of voting and disposition with respect to certain shares of common stock. Consequently, such shares are shown as being beneficially owned by more than one person.
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Shares |
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Name and Address |
Beneficially Owned |
Percent of Class |
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5% Beneficial Owners: |
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Angeline I. Bixby 10453 S. Oakcrest Lane Olathe, KS 66061 |
3,105,563 |
(3)(8)(11) |
26.4 |
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JRB Interests, Ltd. 3520 Broadway Kansas City, MO 64111-2565 |
2,966,312 |
(4)(8) |
25.2 |
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Lee M. Vogel 4701 N.W. 59th Court Kansas City, MO 64151 |
7,106,492 |
(4)(5)(8) |
60.4 |
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Mark A. Milton, Tracy W. Knapp, and Charles R. Duffy, Jr. Trustees of the Kansas City Life Insurance Company Savings and Profit Sharing Plan and the Kansas City Life Employee Stock Plan and the Kansas City Life Agents Stock Bonus Plan 3520 Broadway Kansas City, MO 64111-2565 |
704,143 |
(1) |
6.0
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Nancy Bixby Hudson 425 Baldwin Creek Rd. Lander, WY 82520 |
2,966,312 331,568 |
(8)(15) (8)(9) |
28.0 |
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Richard L. Finn 10106 N.W. 74th St. Kansas City, MO 64152 |
2,957,611 |
(6)(8) |
25.1 |
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WEB Interest, Ltd. 3520 Broadway Kansas City, MO 64111-2565 |
2,358,340 |
(2)(8) |
20.0 |
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Webb R. Gilmore 833 W. 53rd St. Kansas City, MO 64112 |
2,958,087 |
(7)(8) |
25.1 |
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Shares |
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Name and Address |
Beneficially Owned |
Percent of Class |
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R. Philip Bixby 3520 Broadway Kansas City, MO 64111-2565 |
2,358,340 24,014 393,535 335,443 |
(8)(11)(16) (10) (8)(14) (8)(17) |
26.4 |
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Walter E. Bixby 3520 Broadway Kansas City, MO 64111-2565 |
2,358,340 12,379 393,535 371,331 |
(8)(11)(12) (10) (8)(14) (8)(13) |
26.6 |
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Directors and Executive Officers: |
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William R. Blessing |
100 |
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* |
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Michael Braude |
100 |
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* |
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Charles R. Duffy |
1,473 |
(10) |
* |
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Daryl D. Jensen |
939 |
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* |
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Tracy W. Knapp |
1,268 |
(10) |
* |
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Donald E. Krebs |
3,004 |
(10) |
* |
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Cecil R. Miller |
100 |
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* |
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Mark A. Milton |
10,692 |
(10) |
* |
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Bradford T. Nordholm |
250 |
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* |
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William A. Schalekamp |
6 15,351 |
(10) |
* |
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E. Larry Winn, Jr. |
332 |
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* |
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All Directors, Director Nominees, executive officers as a group (17 Persons) |
6,827,061 |
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58 |
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*Less than 1%. |
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(1) |
Trustees have the power to sell plan assets. Participants may instruct the Trustees how to vote their shares. |
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(2) |
The WEB Interests, Ltd. is a Texas limited partnership (the “WEB Partnership”). Each partner of the WEB Partnership has the power to dispose of that number of shares of Common Stock owned by the WEB Partnership which equals such partner’s proportionate interest in the WEB Partnership. |
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(3) |
Includes 2,358,340 shares for which Angeline I. Bixby (“Ms. Bixby”) shares the power of disposition as a general partner of the WEB Partnership. Of these shares, Ms. Bixby: (a) as a general partner of the WEB Partnership, in her capacity as a co-trustee of the Walter E. Bixby, Jr. Revocable Trust, shares the power to dispose of 1,921,804 shares; (b) as the sole trustee of the Angeline I. Bixby GST Trust and the Issue Trust for Angeline I. Bixby, which trusts are limited partners of the WEB Partnership, has the power to dispose of 145,320 shares; and (c) as an individual general partner of the WEB Partnership, has the sole power to dispose of 193 shares. Also includes: (a) 393,535 shares for which Ms. Bixby, as a co-trustee (with R. Philip Bixby and Walter E. Bixby) of the Walter E. Bixby Descendants Trust, shares the power of disposition; and (b) 353,688 shares which Ms. Bixby owns directly and has the sole power of disposition. |
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(4) |
The JRB Interests, Ltd. is a Texas limited partnership (the “JRB Partnership”). Each partner of the JRB Partnership has the power to dispose of that number of shares of Common Stock owned by the JRB Partnership which equals such partner’s proportionate interest in the JRB Partnership. |
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(5) |
Includes 2,966,312 shares for which Lee M. Vogel (“Mr. Vogel”), as a general partner of the JRB Partnership, shares the power of disposition. Of these shares, Mr. Vogel: (a) as a general partner of the JRB Partnership, in his individual capacity, has the sole power to dispose of 224 shares; and (b) as a co-trustee (with Richard L. Finn and Webb R. Gilmore) of the Issue Trust for Lee M. Vogel, a limited partner of the JRB Partnership, shares the power to dispose of 1,009,046 shares. Mr. Vogel disclaims pecuniary interest in all but 1,957,402 shares owned by the partnership. Also includes 1,300 shares for which Mr. Vogel, as a joint tenant with right of survivorship with MM Bixby, shares the power of disposition. Also includes 5,798 shares beneficially owned by Mr. Vogel as sole trustee of the Lee M. Vogel Revocable Trust dated March 15, 2005. |
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(6) |
Richard L. Finn and Webb R. Gilmore share the power to dispose of (a) 1,948,541 shares with Nancy 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 (b) 1,009,046 shares with Lee M. Vogel, as co-trustees of the Issue Trust for Lee M. Vogel, a limited partner of the JRB Partnership. Also includes 24 shares which Mr. Finn owns directly and has the sole power to vote and the sole power of disposition. |
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(7) |
Richard L. Finn and Webb R. Gilmore share the power to dispose of (a) 1,948,541 shares with Nancy 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 (b) 1,009,046 shares with Lee M. Vogel, as co-trustees of the Issue Trust for Lee M. Vogel, a limited partner of the JRB Partnership. Also includes 500 shares which Mr. Gilmore owns directly and has the sole power to vote and the sole power of disposition. |
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(8) |
As reported on a Schedule 13D filed by the Bixby Family Group with the Securities and Exchange Commission on November 2, 2004, the sole voting power for all shares described herein is held by Mr. Lee M. Vogel pursuant to a voting agreement dated October 31, 2004. Except for those shares held directly by Richard L. Finn and Webb R. Gilmore, Mr. Vogel has the sole voting power for 7,106,492 shares. |
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(9) |
Ms. Hudson, as sole trustee of the Nancy Bixby Hudson Trust dated December 11, 1997, has the sole power to dispose of these shares. |
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(10) |
Approximate beneficial interest in shares held by the Trustees of Kansas City Life Insurance Company employee benefit plans. Participants have the power to vote the shares held in their account. |
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(11) |
As general partners of the WEB Interests, Ltd., a Texas limited partnership (the “WEB Partnership”), Walter E. Bixby, R. Philip Bixby and Angeline I. Bixby, share the power to dispose of these shares, which are owned by the WEB Partnership. As general partners, in their capacity as co-trustees of the WEB Trust, Walter E. Bixby, R. Philip Bixby and Angeline I. Bixby share the power to dispose of 2,358,340 of these shares. |
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(12) |
Includes (a) 193 shares for which Walter E. Bixby, as an individual general partner of the WEB Partnership, has the sole power of disposition; and (b) 145,320 shares for which Walter E. Bixby, 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 power of disposition. |
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(13) |
Includes (a) 347,824 shares which Walter E. Bixby owns directly and has the sole power of disposition; and (b) 23,507 shares for which Walter E. Bixby, as custodian for certain of his minor nieces and nephews, has the sole power of disposition. |
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(14) |
These shares are held in the Walter E. Bixby Descendants Trust. R. Philip Bixby, Walter E. Bixby and Ms. Angeline I. Bixby are the co-trustees of this trust and share the power to dispose of these shares. The terms of the trust restrict the transfer of these shares. |
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(15) |
Includes 2,966,312 shares for which Ms. Hudson, as a general partner of JRB Interests, Ltd., a Texas limited partnership (the “JRB Partnership”), shares with the other general partners of the JRB Partnership, the power of disposition of these shares, which are owned by the JRB Partnership. Ms. Hudson (a) as a general partner of the JRB Partnership, has sole power to dispose of 224 of these shares; and (b) as a co-trustee (with Richard L. Finn and Webb R. Gilmore) of the Nancy Bixby Hudson GST Trust and the Issue Trust for Nancy Bixby Hudson, which trusts are limited partners of the JRB Partnership, shares the power to dispose of 1,948,541 of these shares. Ms. Hudson disclaims pecuniary interest in 1,017,547 shares owned by the partnership. |
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(16) |
Includes (a) 193 shares for which R. Philip Bixby as an individual general partner of the WEB Partnership, has the sole power of disposition; and (b) 145,320 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 power of disposition. |
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(17) |
Includes: (a) 335,443 shares which R. Philip Bixby owns directly and has the sole power of disposition. |
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.
INFORMATION CONCERNING DIRECTORS
The Board is authorized for 15 persons divided into three classes serving staggered terms of three years. The names of the Company’s Directors and information about them are set forth below.
CANDIDATES NOMINATED BY THE BOARD FOR A THREE YEAR TERM
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Walter E. Bixby |
Mr. Bixby has been a Director of the Company since 1996. |
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(Age 49) |
Mr. Bixby was elected Assistant Vice President of the Company |
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Member of the: |
in 1985; Vice President, Marketing in 1990; Vice President |
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Nominating Committee |
Marketing Operations in 1992; Vice Chairman of the Board in 2005 and President of Old American, a subsidiary, in 1996. Mr. Bixby is the brother of R. Philip Bixby and the cousin of Nancy Bixby Hudson. He also serves as a Director of Sunset Life, Old American and Sunset Financial Services, subsidiaries. |
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Kevin G. Barth |
Mr. Barth has served as President, COO and Senior Lender for Commerce Bank, |
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(Age 47) |
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