
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kansas City Life Insurance Company (QX) | USOTC:KCLI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.35 | -1.03% | 33.51 | 33.01 | 33.65 | 33.51 | 32.86 | 33.50 | 1,993 | 13:30:12 |
Missouri
(State or other jurisdiction of
incorporation)
|
001-33348
(Commission
File Number)
|
44-0308260
(I.R.S. Employer
Identification No.)
|
Item 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing..
|
Item 3.03
|
Material Modifications to Rights of Security Holders.
|
●
|
An amendment to the Company's Articles of Incorporation, whereby the Company will effect a 1-for-250 reverse stock split (the "Reverse Stock Split") of its common stock, par value $1.25 per share (the "Common Stock"), and as a result of which each shareholder owning of record fewer than 250 shares of Stock before the Reverse Stock Split will have such shares cancelled and converted into the right to receive $52.50 for each such share of Stock in lieu of receiving a fractional post-Reverse Stock Split share of Stock; and
|
●
|
An amendment to the Company's Articles of Incorporation to take effect immediately following the Reverse Stock Split, whereby the Company will effect a 250-for-1 forward stock split (the "Forward Stock Split" and, together with the Reverse Stock Split, the "Reverse/Forward Stock Split") of each one issued and outstanding share of its Common Stock (and including each fractional share of Stock in excess of one share).
|
●
|
A Certificate of Amendment to the Company's Articles of Incorporation to effect the Reverse Stock Split at 6:00 p.m. Central Time on December 16, 2015 (a copy of which Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference); and
|
●
|
A Certificate of Amendment to the Company's Articles of Incorporation to effect the Forward Stock Split at 6:01 p.m. Central Time on December 16, 2015 (a copy of which Certificate of Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference).
|
●
|
Each holder of record of fewer than 250 shares of our Stock immediately before the effective time of the Reverse Stock Split will be eligible to receive a cash payment of $52.50 (subject to any applicable U.S. federal, state and local withholding tax) for each such pre-Reverse Stock Split share of Stock, without interest, and will no longer be a shareholder of the Company with respect to such shares; and
|
●
|
Any holder of record of 250 shares of our Stock immediately prior to the effective time of the Reverse Stock Split will not receive any cash payment with respect to such Stock in connection with the Reverse Stock Split, and the number of such shares of Stock held by such shareholder will not change as a result of the Reverse/Forward Stock Split.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit No.
|
Exhibit Description
|
|
3.1
|
Certificate of Amendment to the Articles of Incorporation of The Kansas City Life Insurance Company, dated December 16, 2015 regarding the Reverse Stock Split.
|
|
3.2
|
Certificate of Amendment to the Articles of Incorporation of Kansas City Life Insurance Company, dated December 16, 2015 regarding the Forward Stock Split.
|
KANSAS CITY LIFE INSURANCE COMPANY
|
||
By:
|
/s/ A. Craig Mason Jr.
|
|
A. Craig Mason Jr.
|
||
Senior Vice President, General Counsel and Secretary
|
I.
|
The name of the Corporation is Kansas City Life Insurance Company, and the name under which it was originally organized was Bankers Life Association of Kansas City.
|
II.
|
The amendment set forth below was adopted by the shareholders of the Corporation on December 15, 2015.
|
III.
|
The following resolution of the shareholders sets forth the amendment adopted:
|
|
(c)
|
Effective as of the time of effectiveness of the amendment to these Articles of Incorporation providing for the addition of this paragraph (c) of Article 4 in accordance with the General and Business Corporation Law of Missouri (the "Effective Time") and without regard to any other provision of these Articles of Incorporation, the Company shall and hereby does effect a 1-for-250 reverse stock split of its common stock such that each one (1) share of common stock, either issued or outstanding or held by the Company as treasury stock, immediately prior to the Effective Time shall be and hereby is automatically reclassified, converted and changed (without any further act) into one-two hundred and fiftieth (1/250th) of a fully paid and nonassessable share of common stock without increasing or decreasing the amount of stated capital or paid-in surplus of the Company, provided that no fractional shares of common stock shall be issued to any holder of record of fewer than two hundred fifty (250) shares of common stock immediately prior to the Effective Time, and instead of issuing fractional shares of common stock to such holders, each share of common stock held by any such holder immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment of $52.50 (subject to any applicable U.S. federal, state and local withholding tax) on a pre-split basis, without interest.
|
IV.
|
The number of shares of stock of the Corporation outstanding was 10,594,225 shares of common stock and the number of shares entitled to be voted on the amendment was 10,594,225 shares of common stock.
|
V.
|
The number of shares of the Corporation voted for the amendment was 9,002,705 and the number of shares voted against the amendment was 1,090,347.
|
VI.
|
The amendment to the Articles of Incorporation of the Corporation herein contained shall be effective as of 6:00 p.m. Central Time on December 16, 2015.
|
KANSAS CITY LIFE INSURANCE COMPANY
|
||
<CORPORATE SEAL>
|
||
By:
|
/s/ R. Philip Bixby
|
|
R. Philip Bixby
|
||
President, Chief Executive Officer and Chairman of the Board
|
||
By:
|
/s/ A. Craig Mason Jr.
|
|
A. Craig Mason Jr.
|
||
Senior Vice President, General Counsel and Secretary
|
I.
|
The name of the Corporation is Kansas City Life Insurance Company, and the name under which it was originally organized was Bankers Life Association of Kansas City.
|
II.
|
The amendment set forth below was adopted by the shareholders of the Corporation on December 15, 2015.
|
III.
|
The following resolution of the shareholders sets forth the amendment adopted:
|
|
(c)
|
Effective as of the time of effectiveness of the amendment to these Articles of Incorporation providing for the addition of this paragraph (c) of Article 4 in accordance with the General and Business Corporation Law of Missouri (the "Effective Time") and without regard to any other provision of these Articles of Incorporation, the Company shall and hereby does effect a 250-for-1 forward stock split of its common stock such that each one (1) share of common stock (and including any fraction of a share in excess of one (1) share), either issued or outstanding or held by the Company as treasury stock immediately prior to the Effective Time, shall be and hereby is automatically reclassified, converted and changed (without any further act) into two hundred fifty (250) fully paid and nonassessable shares of common stock (or, with respect to any such fraction of a share, such lesser number of shares of common stock as may be applicable based on such 250-for-1 ratio and determined by multiplying two hundred fifty (250) by such fraction of a share), without increasing or decreasing the amount of stated capital or paid-in surplus of the Company.
|
IV.
|
The number of shares of stock of the Corporation outstanding was 10,594,225 shares of common stock and the number of shares entitled to be voted on the amendment was 10,594,225 shares of common stock.
|
V.
|
The number of shares of the Corporation voted for the amendment was 9,001,909 and the number of shares voted against the amendment was 1,083,985.
|
VI.
|
The amendment to the Articles of Incorporation of the Corporation herein contained shall be effective as of 6:01 p.m. Central Time on December 16, 2015.
|
KANSAS CITY LIFE INSURANCE COMPANY
|
||
<CORPORATE SEAL>
|
||
By:
|
/s/ R. Philip Bixby
|
|
R. Philip Bixby
|
||
President, Chief Executive Officer and Chairman of the Board
|
||
By:
|
/s/ A. Craig Mason Jr.
|
|
A. Craig Mason Jr.
|
||
Senior Vice President, General Counsel and Secretary
|
1 Year Kansas City Life Insurance (QX) Chart |
1 Month Kansas City Life Insurance (QX) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions