AUSTIN, Texas, April 6, 2015 /PRNewswire/ -- National
Western Life Insurance Company (Nasdaq Global Select Market: NWLI)
(the "Company") today announced that it will host its Annual
Meeting of Shareholders on Friday, June 19,
2015, at 9:00 a.m. local time
(CST), at the Moody Gardens Hotel at Seven Hope Boulevard,
Galveston, Texas 77554.
At the meeting, the Company's shareholders will be asked, among
other things, to consider and vote on a proposal to approve the
reorganization (the "Reorganization") of the company pursuant to
which the present company will become a subsidiary of a newly
formed Delaware corporation named
National Western Life Group, Inc. (the "Holding Company"). Pending
approval of the Reorganization at the Annual Meeting and
effectiveness of the Reorganization, the Company's shareholders
will become stockholders of the new Holding Company. Each share of
the Company's Class A and Class B common stock outstanding at the
time of the Reorganization would be converted automatically into
one share of Class A and Class B common stock, respectively, in the
Holding Company. The Reorganization is intended to be tax-free for
the Company and its shareholders for U.S. federal income tax
purposes.
Upon completion of the Reorganization, the Holding Company will
replace the present company as the publicly held corporation. The
Holding Company, through its subsidiaries, will continue to conduct
all of the operations currently conducted by the Company and its
subsidiaries, and the directors of the Company prior to the
Reorganization will be the same as the directors of the Holding
Company following the Reorganization.
"We expect the shares of National Western Life Group, Inc.
common stock to trade under the Company's current ticker symbol,
'NWLI', on the NASDAQ Global Select Market," commented Ross R. Moody, the Company's President and Chief
Operating Officer. "We believe that implementing the holding
company structure, which is how most of our public company peers
are organized, will provide the Company with strategic, operational
and financing flexibility, and incorporating the new Holding
Company in Delaware should allow
us to take advantage of the flexibility, predictability and
efficiency that Delaware corporate
law provides."
If approved at the Annual Meeting, the Company expects that the
Reorganization will become effective in the latter part of 2015. At
the Annual Meeting, the Company's shareholders will also be asked
to elect ten directors and ratify the Company's auditors.
About National Western Life Insurance Company
Founded in 1956, National Western Life is a stock life insurance
company offering a broad portfolio of individual universal life,
whole life and term insurance plans, annuity products, and
investment contracts meeting the financial needs of its customers
in 49 states as well as residents of various countries in Central
and South America, the
Caribbean, Eastern Europe, Asia, and the Pacific Rim. The Company has approximately 264
employees and 21,470 contracted independent agents, brokers, and
consultants, and at December 31,
2014, maintained total assets of $11.4 billion, stockholders' equity of
$1.6 billion, and life insurance in
force of $23.1 billion.
Caution Regarding Forward-Looking Statements:
This press release contains statements which are or may be viewed
as forward-looking within the meaning of The Private Securities
Litigation Reform Act of 2005. Forward-looking statements relate to
future operations, strategies, financial results or other
developments, and are subject to assumptions, risks, and
uncertainties. Factors that may cause actual results to differ
materially from those contemplated in these forward-looking
statements can be found in the Company's Form 10-K filed with the
Securities and Exchange Commission. Forward-looking statements
speak only as of the date the statement was made and the Company
undertakes no obligation to update such forward-looking statements.
There can be no assurance that other factors not currently
anticipated by the Company will not materially and adversely affect
our results of operations. Investors are cautioned not to place
undue reliance on any forward-looking statements made by us or on
our behalf.
Additional Information
The Company and the Holding Company have filed a registration
statement on Form S-4 with the Securities and Exchange Commission
("SEC") that includes a preliminary proxy statement/prospectus and
other relevant documents in connection with the proposed
Delaware holding company
reorganization. THE COMPANY'S SHAREHOLDERS ARE URGED TO READ
CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT /
PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DELAWARE HOLDING COMPANY REORGANIZATION.
Investors may obtain a free copy of the definitive proxy
statement/prospectus (when available) and other filings containing
information about the Company, the Holding Company and the proposed
Reorganization from the SEC at the SEC's website at www.sec.gov. In
addition, copies of the definitive proxy statement/prospectus (when
available) and other filings containing information about the
Company, the Holding Company and the proposed reorganization can be
obtained without charge by directing a request to National Western
Life Insurance Company, 850 East Anderson Lane, Austin, Texas 78752-1602, (telephone
512-836-1010) or accessing them on the Company's corporate website
at www.nationalwesternlife.com.
The Company, its directors, executive officers, certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of the Company in favor of the proposed holding company
reorganization. Additional information regarding the interests of
potential participants in the proxy solicitation is included in the
preliminary proxy statement/prospectus and will be included in the
definitive proxy statement/prospectus and other relevant documents
that the Company and the Holding Company have filed and intend to
file with the SEC in connection with the Annual Meeting of
Shareholders of the Company.
This press release is being made pursuant to and in compliance
with the Securities Act of 1933, as amended, and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy any securities, nor shall there be any sale of the
securities in any state or jurisdiction in which an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by
means of a prospectus included in the registration statement and
any prospectus supplement that may be issued in connection with
such offering.
Investor Relations Contact:
Brian M. Pribyl - Senior Vice President, Chief
Financial Officer and Treasurer
(512) 836-1010
bpribyl@nationalwesternlife.com
www.nationalwesternlife.com
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SOURCE National Western Life Insurance Company