United States
Securities and Exchange Commission
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Kansas City Life Insurance Company
(Name of Issuer)
Common Stock, $1.25 par value
(Title of Class of Securities)
484836-10-1
(CUSIP Number)
Scott Claassen
Stinson Leonard Street LLP
1201 Walnut, Suite 2900
Kansas City, Missouri
(816) 842-8600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 28, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other Reporting Persons to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 2 of 29
|
|
1
|
names of reporting persons
|
| |
Robert Philip Bixby
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
320,854
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
2,735,855
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,735,855
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
3,056,709
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
28.81% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 3 of 29
|
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1
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names of reporting persons
|
| |
Walter E. Bixby, III
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
341,745
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
2,745,978
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
341,745
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,745,978
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
3,087,723
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
29.11% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 4 of 29
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|
1
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names of reporting persons
|
| |
Angeline I. Bixby
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
353,688
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
2,700,155
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
353,688
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,700,155
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
3,053,843
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
28.79% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 5 of 29
|
|
1
|
names of reporting persons
|
| |
Nancy Bixby Hudson
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
3,190,008
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
3,190,008
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
3,190,008
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
30.07% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 6 of 29
|
|
1
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names of reporting persons
|
| |
Lee M. Vogel
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
7,033,908
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
7,098
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,966,312
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
7,033,908
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
66.30% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 7 of 29
|
|
1
|
names of reporting persons
|
| |
James Phillip Bixby
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
11,241
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
11,241
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
0
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
11,241
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
0.11% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 8 of 29
|
|
1
|
names of reporting persons
|
| |
Blake Chandler Bixby
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
U.S.A.
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
12,098
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
12,098
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
0
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
12,098
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
0.11% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
IN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 9 of 29
|
|
1
|
names of reporting persons
|
| |
JRB Interests LLC
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
2,966,312
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,966,312
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
2,966,312
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
27.96% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 10 of 29
|
|
1
|
names of reporting persons
|
| |
WEB Interests Ltd.
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Texas
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
2,358,340
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
2,358,340
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
2,358,340
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
22.23% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
PN
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 11 of 29
|
|
1
|
names of reporting persons
|
| |
Nancy Bixby Hudson GST Trust dated December 18, 1997
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
689,248
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
689,248
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
6.50% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 12 of 29
|
|
1
|
names of reporting persons
|
| |
Nancy Bixby Hudson Trust dated December 11, 1997, as amended March 4, 2002
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
223,696
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
223,696
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
2.11% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 13 of 29
|
|
1
|
names of reporting persons
|
| |
Issue Trust for Nancy Bixby Hudson dated December 18, 1997
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
1,029,059
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
1,029,059
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
9.70% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 14 of 29
|
|
1
|
names of reporting persons
|
| |
Issue Trust for Lee M. Vogel dated December 18, 1997
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
946,476
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
946,476
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
8.92% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 15 of 29
|
|
1
|
names of reporting persons
|
| |
Walter E. Bixby Descendants Trust dated as of December 30, 1976
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
341,816
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
341,816
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
3.22% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 16 of 29
|
|
1
|
names of reporting persons
|
| |
Walter E. Bixby, III GST dated August 12, 1999
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
0
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
0
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
0.0% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 17 of 29
|
|
1
|
names of reporting persons
|
| |
Angeline I. O’Connor GST Trust dated August 12, 1999
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
0
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
0
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
0.0% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
SCHEDULE 13D
|
CUSIP No. 484836-10-1
|
Page of 18 of 29
|
|
1
|
names of reporting persons
|
| |
Issue Trust for Angeline I. O’Connor dated August 12, 1999
|
|
2
|
check the appropriate box if a member of a group (see instructions)
|
| |
(a) [X]
|
| |
(b) [ ]
|
| |
|
|
3
|
sec use only
|
| |
|
|
4
|
source of funds (see instructions)
|
| |
OO
|
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
| |
Not applicable
|
|
6
|
citizenship or place of organization
|
| |
Missouri
|
|
NUMBER OF
|
7
|
sole voting power
|
|
SHARES
|
|
0
|
|
BENEFICIALLY
|
8
|
shared voting power
|
|
OWNED BY
|
|
0
|
|
EACH
|
9
|
sole dispositive power
|
|
REPORTING
|
|
0
|
|
PERSON
|
10
|
shared dispositive power
|
|
WITH
|
|
0
|
|
11
|
aggregate amount beneficially owned by each reporting person
|
| |
0
|
|
12
|
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
| |
[ ]
|
| |
|
|
13
|
percent of class represented by amount in row (11)
|
| |
0.0% (See Item 5)
|
|
14
|
type of reporting person (see instructions)
|
| |
OO
|
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2004 by Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby f/k/a Angeline I. O’Connor; Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; JRB Interests Ltd.; WEB. Interests Ltd., Nancy Bixby Hudson GST Trust dated December 18, 1997, as Amended March 4, 2002; Nancy Bixby Hudson trust dated December 11, 1997, as Amended March 4, 2002; Issue Trust For Nancy Bixby Hudson dated December 18, 1997, as Amended March 4, 2002; Issue Trust For Lee M. Vogel dated December 18, 1997, as amended March 5, 2002; Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999, as amended; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Walter E. Bixby, III GST Trust dated August 12, 1999; Issue Trust for Walter E. Bixby, III dated August 12, 1999; Robert Phillip Bixby GST Trust dated August 12, 1999; Issue Trust for Robert Phillip Bixby dated August 12, 1999; Angeline I. O’Connor GST Trust dated August 12, 1999; and Issue Trust for Angeline I. O’Connor dated August 12, 1999.
Item 2. Identity and Background
Item 2 to the Schedule 13D is hereby amended and restated as follows:
This Amendment No. 1 to Schedule 13D is filed with the Securities and Exchange Commission (the “Commission”) by Robert Philip Bixby (“Mr. Philip Bixby”); Walter E. Bixby, III (“Mr. W.E. Bixby III”); Angeline I. Bixby (“Ms. Angeline Bixby”); Nancy Bixby Hudson (“Ms. Hudson”); Lee M. Vogel (“Mr. Vogel”); James Phillip Bixby (“Mr. James Bixby”); Blake Chandler Bixby (“Mr. Blake Bixby”); JRB Interests LLC., a Missouri limited liability company (“JRB Interests LLC”); W.E.B. Interests Ltd., a Texas partnership (“WEB Interests Ltd.”); Nancy Bixby Hudson GST Trust dated December 18, 1997 (“Hudson GST Trust”); Nancy Bixby Hudson Trust dated December 11, 1997 (“Hudson Trust”); Issue Trust For Nancy Bixby Hudson dated December 18, 1997 (“Hudson Issue Trust”); Issue Trust For Lee M. Vogel dated December 18, 1997 (“Vogel Issue Trust”); Walter E. Bixby Descendants Trust dated as of December 30, 1976 (“WEB Descendants Trust”); Walter E. Bixby, III GST Trust dated August 12, 1999 (“WEB III GST Trust”); Robert Phillip Bixby GST Trust dated August 12, 1999 (“RPB GST Trust”); Angeline I. O’Connor GST Trust dated August 12, 1999 (“AIB GST Trust”); and Issue Trust for Angeline I. O’Connor dated August 12, 1999 (“AIB Issue Trust”; together with the other reporting persons “Reporting Persons”). The “Reporting Persons” file this Amendment No. 1 to Schedule 13D as a group.
Mr. Philip Bixby. Mr. Philip Bixby is an individual whose present primary occupation is as President and Chief Executive Officer of the Company with an office at 3520 Broadway, Kansas City, Missouri, 64111-2565. As trustee to the R. Philip Bixby Revocable Trust, Mr. Philip Bixby is a managing partner of WEB Interests Ltd. Mr. Philip Bixby has been a member of the Board of Directors of the Company since 1985. During the last five years, Mr. Philip Bixby has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Philip Bixby is a citizen of the United States.
Mr. W.E. Bixby III. Mr. W. E. Bixby III is an individual whose present primary occupation is as Executive Vice President of the Company and President of Old American Insurance Company, a Missouri insurance corporation and a wholly-owned subsidiary of the Company, with an office at 3520 Broadway, Kansas City, Missouri, 64111-2565. As trustee to the W.E. Bixby III Revocable Trust, Mr. W. E. Bixby III is a managing partner of WEB Interests Ltd.. Mr. W. E. Bixby III has been a member of the Board of Directors of the Company since 1996. During the last five years, Mr. W. E. Bixby III has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining in future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. W. E. Bixby III is a citizen of the United States.
Ms. Angeline Bixby. Ms. Angeline Bixby is a self-employed individual and she resides at 141 Triple Creek Pass, Pine Mountain, GA 31822. Ms. Angeline Bixby is a managing partner of WEB Interests Ltd. During the last five years, Ms. Angeline Bixby has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors),and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws, Ms. Angeline Bixby is a citizen of the United States.
Ms. Hudson. Ms. Hudson is a self-employed individual with an office at 425 Baldwin Creek Road, Lander, Wyoming. Ms. Hudson is a manager of JRB Interests LLC. During the last five years, Ms. Hudson has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Ms. Hudson is a citizen of the United States.
Mr. Vogel. Mr. Vogel is an individual whose present primary occupation is as President, Missouri Hunting Heritage Federation, with an office at 3810 N. Mulberry Drive, Kansas City, Missouri 64116. Mr. Vogel is a manager of JRB Interests LLC. During the last five years, Mr. Vogel has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Vogel is a citizen of the United States.
Mr. James Bixby. Mr. James Bixby is an individual whose present primary occupation is as Assistant Vice President, Underwriter for Old American Insurance Company, a Missouri insurance corporation and a wholly-owned subsidiary of the Company, with an office at 3520 Broadway, Kansas City, Missouri, 64111-2565. Mr. Bixby is also a member of the Board of Directors of Old American Insurance Company. During the last five years, Mr. James Bixby has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. James Bixby is a citizen of the United States.
Mr. Blake Bixby. Mr. Blake Bixby is an individual whose present primary occupation is as claims associate for Old American Insurance Company, a Missouri insurance corporation and a wholly-owned subsidiary of the Company, with an office at 3520 Broadway, Kansas City, Missouri, 64111-2565. During the last five years, Mr. Blake Bixby has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Blake Bixby is a citizen of the United States.
JRB Interests LLC. The principal business of JRB Interests LLC is managing the assets of JRB Interests LLC. The principal address of JRB Interests is 3520 Broadway, Kansas City, Missouri, 64111-2565. JRB Interests LLC has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has JRB Interests LLC been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. JRB Interests LLC was organized under the laws of the State of Missouri.
WEB Interests Ltd. The principal business of WEB Interests Ltd. is managing the assets of WEB Interests Ltd. The principal address of WEB Interests Ltd. is 3520 Broadway, Kansas City, Missouri, 64111-2565. WEB Interests Ltd. has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has WEB Interests Ltd. been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. WEB Interests Ltd. is organized under the laws of the State of Texas.
Hudson GST Trust. The principal business of the Hudson GST Trust is managing the assets of the Hudson GST Trust. The principal address of the Hudson GST Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The Hudson GST Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the Hudson GST Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the co-trustees of the Hudson GST Trust are Ms. Hudson and The Midwest Trust Company of Missouri. The principal address of The Midwest Trust of Missouri is 4520 Main Street, Suite 175, Kansas City, Missouri 64111. During the last five years, The Midwest Trust Company of Missouri has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has either been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. The Midwest Trust Company of Missouri is organized under the laws of the State of Missouri
Hudson Trust. The principal business of the Hudson Trust is managing the assets of the Hudson Trust. The principal address of the Hudson Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The Hudson Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the Hudson Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the trustee of the Hudson Trust is Ms. Hudson.
Hudson Issue Trust. The principal business of the Hudson Issue Trust is managing the assets of the Hudson Issue Trust. The principal address of the Hudson Issue Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The Hudson Issue Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the Hudson Issue Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the co-trustees of the Hudson Issue Trust are Ms. Hudson and The Midwest Trust Company of Missouri.
Vogel Issue Trust. The principal business of the Vogel Trust is managing the assets of the Vogel Issue Trust. The principal address of the Vogel Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The Vogel Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the Vogel Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the co-trustees of the Vogel Issue Trust are Mr. Vogel and The Midwest Trust Company of Missouri.
WEB Descendants Trust. The principal business of the WEB Descendants Trust is managing the assets of the WEB Descendants Trust. The principal address of the WEB Descendants Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The WEB Descendants Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the WEB Descendants Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the co-trustees of the WEB Descendants Trust are Mr. Philip Bixby, Mr. W.E. Bixby III and Ms. Angeline Bixby.
WEB GST Trust. The principal business of the WEB GST Trust is managing the assets of the WEB GST Trust. The principal address of the WEB GST Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The WEB GST Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the WEB GST Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the trustee of the WEB GST Trust is Mr. W.E. Bixby III.
AIB GST Trust. The principal business of the AIB GST Trust is managing the assets of the AIB GST Trust.The principal address of the AIB GST Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The AIB GST Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the AIB GST Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the trustee of the AIB GST Trust is Ms. Angeline Bixby.
AIB Issue Trust. The principal business of the AIB Issue Trust is managing the assets of the AIB Issue Trust.The principal address of the AIB Issue Trust is 3520 Broadway, Kansas City, Missouri, 64111-2565. The AIB Issue Trust has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor during the last five years has the AIB Issue Trust been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The trust is a Missouri trust. Currently, the trustee of the AIB Issue Trust is Ms. Angeline Bixby.
Item 4. Purpose of Transaction
Item 4 to the Schedule 13D is hereby amended and supplemented by adding the following:
Except as set forth in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each Reporting Person may, at any time and from time to time, review, reconsider and discuss with the Company or others his positions with respect to the Company which could thereafter result in the adoption of such plans or proposals.
R. Philip Bixby, W.E. Bixby III and Nancy Hudson, each a Reporting Person, have from time to time discussed with other members of the Company’s Board of Directors (the “Board”) and members of Company management the burdens of the Company’s operation as a publicly-traded and SEC-reporting company and the potential benefits of the Company engaging in a “going private” transaction to relieve those burdens. In March 2015, the Board formed a special committee (the “Independent Valuation Committee”) to provide an analysis of the value of the Company’s common stock in order to allow the Board to determine the fair value of the shares to be cashed out if the Company engaged in a reverse stock split followed by a forward stock split (such transaction the “Reverse/Forward Stock Split”) that would effect a “going private” transaction by. The Independent Valuation Committee engaged a financial advisor to provide an analysis of the value of the Company’s common stock in order to allow the Board to determine the feasibility of the Reverse/Forward Stock Split.
On July 27, 2015, the Board authorized (with R. Philip Bixby, W.E. Bixby III and Nancy Hudson abstaining), subject to stockholder approval, amendments to the Company's Articles of Incorporation that would effect the Reverse/Forward Stock Split, consisting of a 1-for-250 Reverse Stock Split of the Company’s capital stock, par value $1.25 per share (the "Common Stock”) followed immediately by a 250-for-1 Forward Stock Split of each one share of its Common Stock (including each fractional share of such class of stock in excess of one share). The Reverse/Forward Stock Split would, among other effects, have the effect of causing the Common Stock to eligible for delisting from the NASDAQ stock market and to become eligible for a termination of the Company’s registration under the Securities Exchange Act of 1934, as amended.
Under the terms of the Voting Agreement, Lee Vogel has the sole power to vote all shares of Common Stock subject to the Voting Agreement, after consultation with the Reporting Persons that are beneficial owners of the shares of Common Stock subject to the Voting Agreement. Mr. Vogel has the ultimate right to determine how the shares of Common Stock subject to the Voting Agreement are voted.
On July 28, 2015, Mr. Vogel met with the other Reporting Persons to consider the Reverse/Forward Stock Split proposed by the Board. Following consultation with the other Reporting Persons, Mr. Vogel indicated to the Company that he currently intends to vote the shares of Common Stock subject to the Voting Agreement in support of the proposed Reverse/Forward Stock Split, which would have the effect of making the Common Stock eligible to be delisted from the NASDAQ Capital Markets exchange.
Item 5. Interest in Securities of the Issuer
Item 5 to the Schedule 13D is hereby amended and restated as follows:
(a) Mr. R. Philip Bixby. The aggregate number of shares of Common Stock beneficially owned by Mr. R. Philip Bixby is 3,056,709 which accounts for 28.81% of the entire class of shares of Common Stock of the Company.
Mr. W.E. Bixby III. The aggregate number of shares of Common Stock beneficially owned by Mr. W.E. Bixby III is 3,087,723 which accounts for 29.11% of the entire class of shares of Common Stock of the Company.
Ms. Angeline Bixby. The aggregate number of shares of Common Stock beneficially owned by Ms. Angeline Bixby is 3,053,843 which accounts for 28.79% of the entire class of shares of Common Stock of the Company.
Ms. Hudson. The aggregate number of shares of Common Stock beneficially owned by Ms. Hudson is 3,190,008 which accounts for 30.07% of the entire class of shares of Common Stock of the Company.
Mr. Vogel. The aggregate number of shares of Common Stock beneficially owned by Mr. Vogel is 7,033,908 which accounts for 66.30% of the entire class of shares of Common Stock of the Company.
Mr. James Bixby. The aggregate number of shares of Common Stock beneficially owned by Mr. James Bixby is 11,241 which accounts for 0.11% of the entire class of shares of Common Stock of the Company.
Mr. Blake Bixby. The aggregate number of shares of Common Stock beneficially owned by Mr. Blake Bixby is 12,098 which accounts for 0.11% of the entire class of shares of Common Stock of the Company.
JRB Interests LLC. The aggregate number of shares of Common Stock beneficially owned by JRB Interests LLC is 2,966,312 which accounts for 27.96% of the entire class of shares of Common Stock of the Company.
WEB Interests Ltd. The aggregate number of shares of Common Stock beneficially owned by WEB Interests Ltd. is 2,358,340 which accounts for 22.24% of the entire class of shares of Common Stock of the Company.
Hudson GST Trust. The aggregate number of shares of Common Stock beneficially owned by the Hudson GST Trust is 689,248 which accounts for 6.50% of the entire class of shares of Common Stock of the Company.
Hudson Trust. The aggregate number of shares of Common Stock beneficially owned by the Hudson Trust is 223,696 which accounts for 2.11% of the entire class of shares of Common Stock of the Company.
Hudson Issue Trust. The aggregate number of shares of Common Stock beneficially owned by the Hudson Issue Trust is 1,029,059 which accounts for 9.70% of the entire class of shares of Common Stock of the Company.
Vogel Issue Trust. The aggregate number of shares of Common Stock beneficially owned by the Vogel Issue Trust is 946,476 which accounts for 8.92% of the entire class of shares of Common Stock of the Company.
WEB Descendants Trust. The aggregate number of shares of Common Stock beneficially owned by the WEB Descendants Trust is 341,816 which accounts for 3.22% of the entire class of shares of Common Stock of the Company.
WEB GST Trust. The aggregate number of shares of Common Stock beneficially owned by the WEB GST Trust is zero which accounts for 0% of the entire class of shares of Common Stock of the Company.
AIB GST Trust. The aggregate number of shares of Common Stock beneficially owned by the AIB GST Trust is zero which accounts for 0% of the entire class of shares of Common Stock of the Company.
AIB Issue Trust. The aggregate number of shares of Common Stock beneficially owned by the AIB Issue Trust is zero which accounts for 0% of the entire class of shares of Common Stock of the Company.
(b) Mr. R. Philip Bixby. Mr. R. Philip Bixby has the sole power to vote or dispose, or direct the voting or disposition of 320,854 shares of Common Stock and the shared power to dispose, or direct the disposition, of 2,735,855 shares of Common Stock. These shares include: (a) 320,854 shares of Common Stock that he owns individually; (b) 2,358,339 shares of Common Stock that he owns indirectly through WEB Interests Ltd. and as a general partner of the WEB Partner shares with the other general partners and WEB Interests Ltd. the power to vote or dispose, or to direct the voting or disposition, of such shares; (c) 341,816 shares of Common Stock which, as co-trustee of the WEB Descendants Trust, he shares with the other co-trustees and the WEB Descendants Trust the power to vote or dispose or to direct the voting or disposition of such shares; and (d) 35,700 shares of Common Stock held in the Company's employee benefit plans, the power to vote or dispose, or to direct the voting or disposition of such shares is shared with the trustees of the plans.
Mr. W.E. Bixby III. Mr. W.E. Bixby III has the sole power to vote or dispose of, or direct the voting or disposition of 341,745 shares of Common Stock and the shared power to vote or dispose, or direct the voting or disposition, of 2,745,978 shares of Common Stock. These shares include: (a) 341,745 shares of Common Stock that he owns individually and 22,856 shares for which he is the custodian for the minor children of Philip Robert Bixby; (b) 2,358,340 shares of Common Stock that he owns indirectly through WEB Interests Ltd. and as a general partner of WEB Interests Ltd. shares with the other general partners and WEB Interests Ltd. the power to vote or dispose, or to direct the voting or disposition, of such shares; (c) 341,816 shares of Common Stock which, as co-trustee of the WEB Descendants Trust, he shares with the other co-trustees and the WEB Descendants Trust the power to vote or dispose of or to direct the voting or disposition of such shares; and (d) 22,967 shares of Common Stock held in the Company's employee benefit plans, the power to vote or dispose, or to direct the voting or disposition of such shares is shared with the trustees of the plans.
Ms. Angeline Bixby. Ms. Angeline Bixby has the sole power to vote or dispose, or direct the voting or disposition of 353,688 shares of Common Stock and the shared power to vote or dispose, or direct the voting or disposition, of 2,700,155 shares of Common Stock. These shares include: (a) 353,688 shares of Common Stock that she owns individually; (b) 2,358,340 shares of Common Stock that she owns indirectly through WEB Interests Ltd. and as a general partner of WEB Interests Ltd. shares with the other general partners and WEB Interests Ltd. the power to vote or dispose, or to direct the voting or disposition, of such shares; and (c) 341,816 shares of Common Stock which, as co-trustee of the WEB Descendants Trust, she shares with the other co-trustees and the WEB Descendants Trust the power to vote or dispose of or to direct the voting or disposition of such shares.
Ms. Hudson. Ms. Hudson has the shared power to vote or dispose, or direct the voting or disposition, of 3,190,008 shares of Common Stock. These shares include: (a) 2,966,312 shares of Common Stock that she owns indirectly through JRB Interests LLC and as a manager of JRB Interests LLC shares with the other manager and JRB Interests LLC the power to vote or to direct the voting of such shares, and which as a member of JRB Interests LLC shares with the other members of JRB Interests LLC the power to dispose, or to direct the disposition, of such shares; and (b) 223,696 shares of Common Stock which, as co-trustee of the Hudson Trust, she shares with the other co-trustee and the Hudson Trust the power to vote or dispose or to direct the voting or disposition of such shares.
Mr. Vogel. Mr. Vogel has the sole power to vote, or to direct the vote of 7,033,908 shares of Common Stock, the sole power to dispose, or direct the disposition of 7,098 shares of Common Stock and the shared power to dispose, or direct the disposition, of 2,966,312 shares of Common Stock. These shares include: (a) 7,033,908 shares that he has the sole power to vote, or to direct the vote of pursuant to the Voting Agreement, (b) 2,966,312 shares of Common Stock he owns indirectly through JRB Interests LLC, and as a member of JRB Interests LLC shares with JRB Interests LLC and the other members of JRB Interests LLC the power to dispose, or direct the disposition of such shares, and (c) 7,098 shares of Common Stock he owns individually.
Mr. James Bixby. Mr. James Bixby has the sole power to dispose, or direct the disposition, of 11,241 shares of Common Stock.
Mr. Blake Bixby. Mr. Blake Bixby has the sole power to dispose, or direct the disposition of 12,098 shares of Common Stock.
JRB Interests LLC. JRB Interests LLC has the shared power to vote or dispose, or direct the voting or disposition, of 2,966,312 shares of Common Stock. JRB Interests LLC shares the power to vote the shares with the managers of JRB Interests LLC, and the power to dispose of the shares with the members of JRB Interests LLC.
WEB Interests Ltd.. WEB Interests Ltd. has the shared power to vote or dispose, or direct the voting or disposition, of 2,358,340 shares of Common Stock. WEB Interests Ltd. shares this power with the general partners of WEB Interests Ltd.
Hudson GST Trust. Hudson GST Trust has shared power to dispose, or direct the disposition, of 689,248 shares of Common Stock, which it owns indirectly through JRB Interests LLC. Hudson GST Trust shares this power with the other members of JRB Interests LLC.
Hudson Trust. Hudson Trust has the shared power to dispose, or direct the disposition, of 223,696 shares of Common Stock. The Hudson Trust shares this power with the trustee.
Hudson Issue Trust. Hudson Issue Trust has the shared power to dispose, or direct the disposition, of 1,029,059 shares of Common Stock which it owns indirectly through JRB Interests LLC. Hudson Issue Trust shares this power with the other members of JRB Interests LLC.
Vogel Issue Trust. Vogel Issue Trust has the shared power to dispose, or direct the disposition, of 946,476 shares of Common Stock which it owns indirectly through JRB Interests LLC. Vogel Issue Trust shares this power with the other members of JRB Interests LLC.
WEB Descendants Trust. WEB Descendants Trust has the shared power to dispose, or direct the disposition, of 341,816 shares of Common Stock. The WEB Descendants Trust shares this power with the co-trustees.
WEB GST Trust. WEB GST Trust has the power to vote, or to direct the vote of, zero shares of Common Stock and has the power to dispose, or direct the disposition, of zero shares of Common Stock.
AIB GST Trust. AIB GST Trust has the power to vote, or to direct the vote of, zero shares of Common Stock and has the power to dispose, or direct the disposition, of zero shares of Common Stock.
AIB Issue Trust. AIB Issue Trust has the power to vote, or to direct the vote of, zero shares of Common Stock and has the power to dispose, or direct the disposition, of zero shares of Common Stock.
(c) No transaction in the Common Stock was effected by the Reporting Persons during the past sixty days.
(d) Not applicable
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Statement of Joint Filing.
Exhibit 2. Voting Agreement, dated as of October 31, 2004.
[The remainder of this page intentionally has been left blank]
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
July 31, 2015
| /s/ Robert Philip Bixby |
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Robert Philip Bixby
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| /s/ Walter E. Bixby, III |
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Walter E. Bixby, III
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| /s/ Angeline I. Bixby |
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Angeline I. Bixby
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| /s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson
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| /s/ Lee M. Vogel |
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Lee M. Vogel
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| /s/ James Phillip Bixby |
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James Phillip Bixby
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| /s/ Blake Chandler Bixby |
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Blake Chandler Bixby
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NANCY BIXBY HUDSON GST TRUST DATED DECEMBER 18, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Co-Trustee
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By:
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Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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ISSUE TRUST FOR NANCY BIXBY HUDSON DATED DECEMBER 18, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Co-Trustee
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By:
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Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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ISSUE TRUST FOR LEE M. VOGEL DATED DECEMBER 18, 1997
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By:
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/s/ Lee M. Vogel |
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Lee M. Vogel, Co-Trustee
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By:
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Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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WALTER E BIXBY DESCENDANTS TRUST DATED AS OF DECEMBER 30, 1976
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Co-Trustee
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, Co-Trustee
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WALTER E BIXBY, III GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, Trustee
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ROBERT PHILLIP BIXBY GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, Trustee
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ANGELINE I. O'CONNOR GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Trustee
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ISSUE TRUST FOR ANGELINE I. O'CONNOR DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Trustee
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JRB INTERESTS LLC., a Missouri limited liability company
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Manager
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By:
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/s/ Lee M. Vogel |
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Lee M. Vogel, Manager
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W.E.B. INTERESTS LTD., a Texas partnership
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, a General Partner
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, a General Partner
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, a General Partner
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NANCY BIXBY HUDSON TRUST DATED DECEMBER 11, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Trustee
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EXHIBIT 1
STATEMENT OF JOINT FILING
Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, the foregoing Schedule 13D is filed on behalf of Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby; Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; Blake Chandler Bixby; JRB Interests LLC; W.E.B. Interests Ltd.; Nancy Bixby Hudson GST Trust dated December 18, 1997; Nancy Bixby Hudson Trust dated December 11, 1997, as amended March 4, 2002; Issue Trust for Nancy Bixby Hudson dated December 18, 1997; Issue Trust for Lee M. Vogel dated December 18, 1997; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Walter E. Bixby, III GST Trust dated August 12, 1999; Robert Phillip Bixby GST Trust dated August 12, 1999; Angeline I. O'Connor GST Trust dated August 12, 1999; and Issue Trust for Angeline I. O'Connor dated August 12, 1999.
| /s/ Robert Philip Bixby |
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Robert Philip Bixby
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| /s/ Walter E. Bixby, III |
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Walter E. Bixby, III
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| /s/ Angeline I. Bixby |
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Angeline I. Bixby
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| /s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson
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| /s/ Lee M. Vogel |
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Lee M. Vogel
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| /s/ James Phillip Bixby |
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James Phillip Bixby
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| /s/ Blake Chandler Bixby |
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Blake Chandler Bixby
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JRB INTERESTS LLC., a Missouri limited liability company
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Manager
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By:
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/s/ Lee M. Vogel |
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Lee M. Vogel, Manager
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W.E.B. INTERESTS LTD., a Texas partnership
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, a General Partner
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, a General Partner
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, a General Partner
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NANCY BIXBY HUDSON GST TRUST DATED DECEMBER 18, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Co-Trustee
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By:
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The Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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NANCY BIXBY HUDSON TRUST DATED DECEMBER 11, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Trustee
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ISSUE TRUST FOR NANCY BIXBY HUDSON DATED DECEMBER 18, 1997
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By:
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/s/ Nancy Bixby Hudson |
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Nancy Bixby Hudson, Co-Trustee
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By:
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Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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ISSUE TRUST FOR LEE M. VOGEL DATED DECEMBER 18, 1997
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By:
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/s/ Lee M. Vogel |
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Lee M. Vogel, Co-Trustee
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By:
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Midwest Trust Company of Missouri, Co-Trustee
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/s/ Dan Lang |
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Dan Lang, President
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WALTER E BIXBY DESCENDANTS TRUST DATED AS OF DECEMBER 30, 1976
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Co-Trustee
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, Co-Trustee
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WALTER E BIXBY, III GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III |
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Walter E. Bixby, III, Trustee
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ROBERT PHILLIP BIXBY GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby |
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Robert Philip Bixby, Trustee
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ANGELINE I. O'CONNOR GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Trustee
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ISSUE TRUST FOR ANGELINE I. O'CONNOR DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby |
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Angeline I. Bixby, Trustee
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VOTING AGREEMENT
This VOTING AGREEMENT, dated as of October 31, 2004 (the "Agreement"), is made by and among Lee M. Vogel, in his capacity as Proxyholder ("Proxyholder"), the beneficialholders, who in the aggregate have the right to vote over 50% of the issued and outstanding shares of the common stock, par value $1.25 per share (the "Common Stock") of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") and are executing this Agreement (collectively referred to as the "Beneficialholders") and the holders of record of the shares of Common Stock who are executing this Agreement (collectively referred to as the "Recordholders").
WHEREAS, the Beneficialholders as of the date of this Agreement have the right to vote the number of shares of Common Stock set forth on Schedule A and consist of the following individuals and trusts: Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby f/k/a Angeline I. O'Connor ("Angeline I. Bixby"); Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; Nancy Bixby Hudson GST Trust dated December 18, 1997, as Amended March 4, 2002; Issue Trust For Nancy Bixby Hudson dated December 18, 1997, as Amended March 4, 2002; Issue Trust For Lee M. Vogel dated December 18, 1997, as amended March 5, 2002; Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999, as amended; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Robert Phillip Bixby GST Trust dated August 12, 1999; Issue Trust for Robert Phillip Bixby dated August 12, 1999; Walter E. Bixby, III GST Trust dated August 12, 1999; Issue Trust for Walter E. Bixby, III dated August 12, 1999; Angeline I. O'Connor GST Trust dated August 12, 1999; and Issue Trust for Angeline I. O'Connor dated August 12, 1999;
WHEREAS, the Recordholders as of the date of this Agreement own the number of shares of Common Stock set forth on Schedule A and consist of the following individuals, partnerships and trusts: Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby; Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; JRB Interests Ltd., a Texas partnership; W.E.B. Interests Ltd., a Texas partnership; Nancy Bixby Hudson Trust dated December 11, 1997; the Walter E. Bixby Descendants Trust dated as of December 30, 1976; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Robert Philip Bixby as custodian for the minor children of Walter E. Bixby, III and Angeline I. Bixby and Walter E. Bixby, III, as Custodian for the minor children of Robert Philip Bixby;
WHEREAS, (a) the number of shares of Common Stock owned by each Recordholder and (b) the number of shares of Common Stock which each Beneficialholder is entitled to vote, may change from time to time which change must be reported by each Recordholder and Beneficialholder in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the number of shares of Common Stock of which each Recordholder is the record owner and the Beneficialholder is entitled to vote at any particular future point of time being referred to herein as the "Shares";
WHEREAS, the Shares are listed on the Nasdaq Stock Market, Inc. ("Nasdaq");
WHEREAS, the revised listing standards of the Nasdaq ("Revised Listing Standards") require public companies with securities listed on the Nasdaq to have (i) a board of directors consisting of a majority of independent directors, (ii) directors recommended to the board of directors by an independent nominating committee or the independent directors of the public company, and (iii) chief executive officer compensation recommended by an independent compensation committee or the independent directors of the public company, unless in each case more than 50% of the Company's common stock is controlled by one person or group (the "Exception");
WHEREAS, the foregoing requirements of the Revised Listing Standards impose additional costs and expenses on the Company;
WHEREAS, each Beneficialholder is related to the other Beneficialholders by family relationship;
WHEREAS, certain Beneficialholders share voting power for certain of the Shares as indicated in such Beneficialholder's public filings with the Securities and Exchange Commission (the "SEC");
WHEREAS, based on the Company's Notice of Annual Meeting of Beneficialholders April 22, 2004 and Proxy Statement filed with the SEC on March 30, 2003, the Company had 11,936,472 shares of Common Stock issued and outstanding as of September 29, 2004;
WHEREAS, the Beneficialholders currently have the right to vote more than 50% of the issued and outstanding shares of Common Stock and desire to form a group pursuant to which all of their Shares will be voted together in order to enable the Company to comply with the Exception to the Revised Listing Standards;
WHEREAS, pursuant to this Agreement each Beneficialholder desires the applicable Recordholder, and such Recordholder agrees, to vote the Shares beneficially owned by such Beneficialholder in accordance with the instructions given by the Proxyholder until such Beneficialholder provides written instruction to the Recordholder that (i) he, she or it is withdrawing from the terms of this Agreement or (ii) the Agreement is terminated;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:
Section 1. Agreement to Vote; Proxy.
(a) The Beneficialholders hereby agree that, during the period commencing on the date hereof and continuing until the termination of this Agreement as provided herein, the Proxyholder shall have the right to exercise all voting rights of the Beneficialholders (who have not withdrawn from the Agreement under Section 5 hereof) with respect to all of the Shares which the Beneficialholders are entitled to vote from time to time in his sole and absolute discretion, following non-binding consultation with each Beneficialholder.
(b) The Beneficialholders appoint the Proxyholder, and the Proxyholder accepts this appointment and agrees to vote such Shares in his sole and absolute discretion, following non-binding consultation with each Beneficialholder.
(c) Each Beneficialholder who is not a Recordholder of the Shares such Beneficialholder is entitled to vote hereby directs the applicable Recordholder as set forth on Schedule A hereto to vote such Shares in accordance with the instructions given by the Proxyholder until such Beneficialholder provides, in accordance with Section 5(b) hereof, subsequent written instruction to the Recordholder that (i) he, she or it is withdrawing from the terms of this Agreement or (ii) the Agreement is terminated.
(d) Each Beneficialholder who is also a Recordholder shall execute a proxy conforming to the provisions of Section 1(a) in substantially the form attached hereto as Exhibit A. Each Recordholder and Beneficialholder shall from time to time execute a proxy conforming to the provisions of Section 1(a) in substantially the form attached hereto as Exhibit A or such other proxy as the Proxyholder may reasonably require from time to time.
Section 2. Representations, Warranties and Covenants of the Parties hereto.
Each party to this Agreement represents, warrants and covenants to the other parties hereto as follows:
(a) Such party, if not an individual, (i) is duly organized, validly existing and in good standing under the laws of the state of organization and (ii) has duly authorized the execution, delivery and performance of this Agreement;
(b) Such party (i) has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith, (ii) has duly executed and delivered this Agreement, and (iii) this Agreement constitutes the valid, legal, binding obligation of such party; and
(c) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by such party, (i) conflicts with or results in a breach of any of the terms, conditions or provisions of any party's organizational documents, if any; (ii) conflicts with or results in a breach of any agreement or instrument to which such party is now a party or by which he, she or it (or any of his, her or its properties) is bound; or (iii) results in the violation of any law, rule, regulation, order, judgment or decree to which such party (or any of his, her or its properties) is bound;
(d) As required by applicable law, such party agrees, with the other parties hereto, to file a joint Schedule 13D and any required amendments with the SEC promptly following execution of this Agreement, promptly upon termination of this Agreement or upon withdrawal from the group by any party hereto and at such other times as are required by applicable law.
Section 3. Representations and Warranties of the Beneficialholders.
Each Beneficialholder represents and warrants to the Proxyholder that Schedule A sets forth as of the date hereof, opposite each Beneficialholder's name, (i) the number of Shares of which such Beneficialholder is the beneficial owner and is entitled vote or share in voting, (ii) the name of the Recordholder of such Shares, and (iii) the percentage of the issued and outstanding Common Stock which the Beneficialholder has the right to vote.
Section 4. Representations, Warranties and Covenants of the Recordholders.
Each Recordholder represents and warrants to the Proxyholder that such Recordholder is the owner of record of the number of Shares set forth on Schedule A opposite the name of the related Beneficialholder. Each Recordholder represents that the Beneficialholder has the power to vote or shares the power to vote the Shares set forth opposite their name.
Section 5. Effectiveness; Withdrawal; Termination.
(a) This Agreement shall be effective on the first date set forth above.
(b) This Agreement shall automatically terminate and be of no further force or effect upon (i) the death or incapacity of the Proxyholder; or (ii) in accordance with this Section 5(b), the withdrawal from this Agreement by a sufficient number of Beneficialholders such that the number of Shares remaining subject to this Agreement is less than 50% of the then issued and outstanding shares of the Company. A Beneficialholder who is the Recordholder of the Shares may withdraw from this Agreement by revoking his, her or its proxy to the Proxyholder and providing written notice of such revocation to the Company. A Beneficialholder who is not the Recordholder of the Shares may withdraw from this Agreement by sending written notice of such withdrawal to the Recordholder and providing written notice of such withdrawal to the Company. Each withdrawing Recordholder or Beneficialholder shall send a copy of the notice of revocation or withdrawal to the other parties hereto. Upon termination of this Agreement, none of the parties hereto shall have any further obligation or liability hereunder, except as required under Section 2(d) hereof. This provision shall survive termination of this Agreement.
Section 6. Miscellaneous.
(a) Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing and except as provided in Section 5 hereof, none of the parties hereto shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such agreement or arrangement would conflict with this Agreement without first withdrawing from this Agreement.
(b) Notices, Etc. All notices, requests, instructions and other documents that are required to be or may be given or delivered pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respects if delivered by hand or national overnight courier service, transmitted by facsimile or mailed by registered or certified mail, postage prepaid, as follows:
(i) If to a Beneficialholder or Recordholder, to:
(Name of Beneficialholder or Recordholder)
c/o General Counsel
Kansas City Life Insurance Company
3520 Broadway
Kansas City, MO 64111
Facsimile: (816) 931-4699
(ii) If to the Company, to:
Kansas City Life Insurance Company
c/o General Counsel
3520 Broadway
Kansas City, MO 64111
Facsimile: (816) 931-4699
(iii) If to Proxyholder, to:
Lee M. Vogel
c/o Kansas City Life Insurance Company
3520 Broadway
Kansas City, MO 64111
Facsimile: (816) 931-4699
or to such other address as such party shall have designated by notice to each of the other parties in accordance with Section 6(c).
(c) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except by an instrument in writing signed by each party hereto.
(d) Successors and Assigns; Acquisitions and Transfers. The Proxyholder shall not assign his rights or obligations hereunder without the prior written consent of all the parties hereto. The provisions of this Agreement shall survive the death, incapacity or dissolution of each Beneficialholder or Recordholder and any obligation of such Beneficialholder or Recordholder shall be binding upon the heirs, personal representatives, successors and permitted assigns of such holder.
(e) Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
(f) Severability. If any term of this Agreement or the application thereof to any party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law.
(g) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.
(h) Third Party Beneficiaries. The Company is a third party beneficiary of this Agreement, and upon termination of this Agreement, the parties hereto acknowledge that the Company has to comply with the Revised Listing Standards in a timely manner as provided by applicable law or regulations or the Nasdaq listing standards. Except as provided in the prior sentence, this Agreement is not intended to be for the benefit of and shall not be enforceable by any person or entity who or which is not a party hereto.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.
(j) Governing Law. This Agreement and all disputes arising out of or relating to this Agreement, its subject matter, the performance by the parties of their respective obligations hereunder or the claimed breach hereof, whether in tort, contract or otherwise, shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to its choice of law principles.
IN WITNESS WHEREOF, the parties have duly executed this Voting Agreement as of the date first above written.
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/s/ Robert Philip Bixby
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Robert Philip Bixby
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/s/ Robert Philip Bixby
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Robert Philip Bixby as custodian for minor children of Walter E. Bixby, III and Angeline I. Bixby
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/s/ Walter E. Bixby III
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Walter E. Bixby, III
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/s/ Walter E. Bixby III
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Walter E. Bixby, III, as Custodian for minor children of Robert Philip Bixby
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson
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/s/ Lee M. Vogel
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Lee M. Vogel
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/s/ James Phillip Bixby
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James Phillip Bixby
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NANCY BIXBY HUDSON GST TRUST DATED DECEMBER 18, 1997, AS AMENDED MARCH 4, 2002
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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ISSUE TRUST FOR NANCY BIXBY HUDSON DATED DECEMBER 18, 1997, AS AMENDED MARCH 4, 2002
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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ISSUE TRUST FOR LEE M. VOGEL DATED DECEMBER 18, 1997, AS AMENDED MARCH 5, 2002
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By:
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/s/ Lee M. Vogel
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Lee M. Vogel, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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WALTER E. BIXBY, JR. REVOCABLE TRUST DATED JULY 28, 1999, AS AMENDED ON AUGUST 17, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor, Co-Trustee
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Co-Trustee
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WALTER E. BIXBY DESCENDANTS TRUST DATED AS OF DECEMBER 30, 1976
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor, Co-Trustee
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Co-Trustee
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ROBERT PHILLIP BIXBY GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Trustee
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ISSUE TRUST FOR ROBERT PHILIP BIXBY DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Trustee
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WALTER E. BIXBY, III GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Trustee
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ISSUE TRUST FOR WALTER E. BIXBY, III DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Trustee
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ANGELINE I. O'CONNOR GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor, Trustee
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ISSUE TRUST FOR ANGELINE I. O'CONNOR DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor, Trustee
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JRB INTERESTS LTD., a Texas partnership
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, A General Partner
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By:
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/s/ Lee M. Vogel
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Lee M. Vogel, a General Partner
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W.E.B. INTERESTS LTD., a Texas partnership
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, a General Partner
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, a General Partner
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby f/k/a Angeline I. O'Connor, a General Partner
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NANCY BIXBY HUDSON TRUST DATED DECEMBER 11, 1997
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Trustee
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SCHEDULE A
COMPANY COMMON STOCK OWNERSHIP
(As of September 29, 2004)
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Name of Beneficialholder by Reason of Voting Power
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Name of Recordholder
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Number of Shares Beneficially Owned(1)
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Approximate Aggregate Voting Control %
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Robert Philip Bixby
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W.E.B. Interests Ltd.
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205
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2.95%
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Robert Philip Bixby
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339,754
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Robert Philip Bixby as custodian for minor children of Walter E. Bixby, III and Angeline I. Bixby
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11,976
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Walter E. Bixby, III
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W.E.B. Interests Ltd.
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205
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3.09%
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Walter E. Bixby, III
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349,260
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Walter E. Bixby, III as custodian for minor children of Robert Philip Bixby
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19,156
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Angeline I. Bixby
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W.E.B. Interests Ltd.
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205
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2.96%
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Angeline I. Bixby
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353,688
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Nancy Bixby Hudson
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JRB Interests Ltd.
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252
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2.78%
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Nancy Bixby Hudson Trust dated December 11, 1997, by Nancy Bixby Hudson, Trustee
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331,568
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Lee M. Vogel
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JRB Interests Ltd.
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252
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0.05%
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Lee M. Vogel
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5,798
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James Phillip Bixby
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James Phillip Bixby
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7,732
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0.06%
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Nancy Bixby Hudson GST Trust dated December 18, 1997, as Amended March 4, 2002, by Nancy Bixby Hudson, Co-Trustee; Richard L. Finn, Co-Trustee, Webb Gilmore, Co-Trustee
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JRB Interests Ltd.
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957,893
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8.02%
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Issue Trust For Nancy Bixby Hudson dated December 18, 1997, as Amended March 4, 2002, by Nancy Bixby Hudson, Co-Trustee; Richard L. Finn, Co-Trustee, Webb Gilmore, Co-Trustee
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JRB Interests Ltd.
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999,299
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8.37%
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Issue Trust For Lee M. Vogel dated December 18, 1997, as Amended March 5, 2002, by Lee M. Vogel, Co-Trustee; Richard L. Finn, Co-Trustee, Webb Gilmore, Co-Trustee
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JRB Interests Ltd.
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999,299
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8.37%
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Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999, as amended on August 17, 1999, by Robert Philip Bixby, Co-Trustee; Walter E. Bixby, III, Co-Trustee; Angeline I. Bixby, Co-Trustee
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W.E.B. Interests Ltd.
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2,049,140
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17.17%
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Walter E. Bixby Descendants Trust dated as of December 30, 1976, by Robert Philip Bixby, Co-Trustee; Walter E. Bixby, III, Co-Trustee; Angeline I. Bixby, Co-Trustee
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Walter E. Bixby Descendants Trust dated as of December 30, 1976, by Robert Philip Bixby, Co-Trustee; Walter E. Bixby, III, Co-Trustee; Angeline I. Bixby, Co-Trustee
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375,975
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3.15%
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Robert Phillip Bixby GST Trust dated August 12, 1999, by Robert Philip Bixby, Trustee
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W.E.B. Interests Ltd.
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17,143
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0.14%
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Issue Trust for Robert Phillip Bixby dated August 12, 1999, by Robert Philip Bixby, Trustee
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W.E.B. Interests Ltd.
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85,718
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0.72%
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Walter E. Bixby, III GST Trust dated August 12, 1999, by Walter E. Bixby, III, Trustee
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W.E.B. Interests Ltd.
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17,144
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0.14%
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Issue Trust for Walter E. Bixby, III dated August 12, 1999, by Walter E. Bixby, III, Trustee
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W.E.B. Interests Ltd.
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85,718
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0.72%
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Angeline I. O'Connor GST Trust dated August 12, 1999, by Angeline I. Bixby, Trustee
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W.E.B. Interests Ltd.
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17,144
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0.14%
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Issue Trust for Angeline I. O'Connor dated August 12, 1999, by Angeline I. Bixby, Trustee
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W.E.B. Interests Ltd.
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85,718
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0.72%
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Total Beneficial Ownership (Voting Power)
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7,110,242
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59.58%
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Total Outstanding as of September 29, 2004
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11,936,472
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(1) Only considers voting power.
EXHIBIT A
Revocable Proxy
The undersigned hereby constitutes and appoints Lee M. Vogel, with full power of substitution and re-substitution, as the sole and exclusive attorney and proxy for and in the name, place and stead of such holder, to vote all shares (the "Shares") of Common Stock, $1.25 par value of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") that such undersigned is now or hereafter entitled to vote (or give consent) at any and all meetings, annual or special, of stockholders of the Company or any adjournments thereof which may be held hereafter, and to execute any written consent of stockholders of the Company in lieu of any such meeting with respect to such Shares, all as Lee M. Vogel shall determine in his sole discretion. THIS PROXY AND POWER OF ATTORNEY IS REVOCABLE.
The undersigned hereby revokes, effective upon the execution and delivery of this proxy, all other proxies and powers of attorney with respect to the Shares that such holder may have heretofore appointed or granted. The undersigned agrees that no subsequent proxy or power of attorney (except in furtherance of such holder's obligations hereunder) shall be given with respect to the Shares by such holder so long as such holder's Shares are subject to this proxy or the Voting Agreement dated as of October 31, 2004 among certain Lee M. Vogel, in his capacity as proxyholder and certain beneficial owners and owners of record of the Shares each who executes the Voting Agreement. The proxy granted hereunder may extend beyond one year from the date hereof, and shall automatically be revoked and of no further force and effect upon receipt by the Company of a written revocation of the proxy. All authority conferred herein shall survive the death or incapacity of each undersigned and any obligation of such undersigned shall be binding upon the heirs, personal representatives and successors of such holder.
____________________________________
[Recordholder]
FIRST AMENDMENT TO
VOTING AGREEMENT
This First Amendment Agreement to, dated as of May 15, 2007 (the "Agreement"), is made by and among Lee M. Vogel, in his capacity as Proxyholder ("Proxyholder"), the beneficialholders, who in the aggregate have the right to vote over 50% of the issued and outstanding shares of the common stock, par value $1.25 per share (the "Common Stock") of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") and are executing this Agreement (collectively referred to as the "Beneficialholders") and the holders of record of the shares of Common Stock who are executing this Agreement (collectively referred to as the -Recordholders").
Blake Chandler Bixby owns 8,172 shares of Common Stock for which he is the recordholder, the beneficialholder and has the sale right to vote. By executing this First Amendment to Voting Agreement he agrees to be bound by all the terms and conditions of the Voting Agreement including the appointment of Lee Vogel as Proxyholder by signing a proxy in the form of Exhibit A attached to the Voting Agreement.
The Proxyholders, Beneficialholders and Recordholders hereby consent to the addition of Blake Chandler Bixby as a party to the Agreement.
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, as Custodian for minor children of Robert Philip Bixby
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson
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By:
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/s/ Lee M. Vogel
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Lee M. Vogel
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By:
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/s/ James Phillip Bixby
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James Phillip Bixby
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By:
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/s/ Blake Chandler Bixby
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Blake Chandler Bixby
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NANCY BIXBY HUDSON GST TRUST DATED DECEMBER 18, 1997, AS AMENDED MARCH 4, 2002
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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ISSUE TRUST FOR NANCY BIXBY HUDSON DATED DECEMBER 18, 1997, AS AMENDED MARCH 4, 2002
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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ISSUE TRUST FOR LEE M. VOGEL DATED DECEMBER 18, 1997, AS AMENDED MARCH 5, 2002
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By:
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/s/ Lee M. Vogel
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Lee M. Vogel, Co-Trustee
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By:
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/s/ Richard L. Finn
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Richard L. Finn, Co-Trustee
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By:
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/s/ Webb Gilmore
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Webb Gilmore, Co-Trustee
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WALTER E. BIXBY, JR. REVOCABLE TRUST DATED JULY 28, 1999, AS AMENDED ON AUGUST 17, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby, Co-Trustee
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Co-Trustee
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WALTER E. BIXBY DESCENDANTS TRUST DATED AS OF DECEMBER 30, 1976
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby, Co-Trustee
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Co-Trustee
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Co-Trustee
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ROBERT PHILLIP BIXBY GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Trustee
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ISSUE TRUST FOR ROBERT PHILIP BIXBY DATED AUGUST 12, 1999
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, Trustee
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WALTER E. BIXBY, III GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Trustee
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ISSUE TRUST FOR WALTER E. BIXBY, III DATED AUGUST 12, 1999
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, Trustee
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ANGELINE I. BIXBY GST TRUST DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby, Trustee
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ISSUE TRUST FOR ANGELINE I. BIXBY DATED AUGUST 12, 1999
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby, Trustee
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JRB INTERESTS LTD., a Texas partnership
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, A General Partner
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By:
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/s/ Lee M. Vogel
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Lee M. Vogel, a General Partner
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W.E.B. INTERESTS LTD., a Texas partnership
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By:
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/s/ Robert Philip Bixby
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Robert Philip Bixby, a General Partner
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By:
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/s/ Walter E. Bixby, III
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Walter E. Bixby, III, a General Partner
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By:
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/s/ Angeline I. Bixby
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Angeline I. Bixby, a General Partner
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NANCY BIXBY HUDSON TRUST DATED DECEMBER 11, 1997
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By:
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/s/ Nancy Bixby Hudson
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Nancy Bixby Hudson, Trustee
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EXHIBIT A
Revocable Proxy
The undersigned hereby constitutes and appoints Lee M. Vogel, with full power of substitution and re-substitution, as the sole and exclusive attorney and proxy for and in the name, place and stead of such holder, to vote all shares (the "Shares") of Common Stock, $1.25 par value of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") that such undersigned is now or hereafter entitled to vote (or give consent) at any and all meetings, annual or special, of stockholders of the Company or any adjournments thereof which may be held hereafter, and to execute any written consent of stockholders of the Company in lieu of any such meeting with respect to such Shares, all as Lee M. Vogel shall determine in his sole discretion. THIS PROXY AND POWER OF ATTORNEY IS REVOCABLE.
The undersigned hereby revokes, effective upon the execution and delivery of this proxy all other proxies and powers of attorney with respect to the Shares that such holder may have heretofore appointed or granted. The undersigned agrees that no subsequent proxy or power of attorney (except in furtherance of such holder's obligations hereunder) shall be given with respect to the Shares by such holder so long as such holder's Shares are subject to this proxy or the Voting Agreement dated as of October 31, 2004 among certain Lee M. Vogel, in his capacity as proxyholder and certain beneficial owners and owners of record of the Shares each who executes the Voting Agreement. The proxy granted hereunder may extend beyond one year from the date hereof, and shall automatically be revoked and of no further force and effect upon receipt by the Company of a written revocation of the proxy. All authority conferred herein shall survive the death or incapacity of each undersigned and any obligation of such undersigned shall be binding upon the heirs, personal representatives and successors of such holder.
_____________________________________
Recordholder
Kansas City Life Insurance (QX) (USOTC:KCLI)
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De May 2024 a Jun 2024
Kansas City Life Insurance (QX) (USOTC:KCLI)
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De Jun 2023 a Jun 2024
