AUSTIN, Texas, June 12, 2015 /PRNewswire/ -- National Western
Life Insurance Company (Nasdaq: NWLI) (the "Company") today
announced the filing of a supplement to its proxy statement (the
"Proxy Statement Supplement") with the Securities and Exchange
Commission ("SEC") concerning certain amendments to the certificate
of incorporation and bylaws of the proposed holding company in the
proposed holding company reorganization that the Company's
shareholders are being asked to approve at the Annual Meeting of
Shareholders to be held on June 19,
2015. If the reorganization is approved by shareholders, the
current company will become a subsidiary of the newly created
Delaware holding company (the
"Holding Company") and each share of Class A and Class B common
stock of the current company will be converted into one share of
Class A and Class B common stock of the Holding Company in a
tax-free transaction.
After consideration, the Company has decided to make changes to
certain corporate governance provisions that will be in place at
the holding company, if the reorganization is approved by the
Company's shareholders. These changes will (i) permit the Holding
Company's bylaws to be amended by the affirmative vote of a
majority of the holders of stock entitled to vote; (ii) provide
that a special meeting of the stockholders may be called by the
secretary of the proposed holding company upon the written request
of record holder(s) of at least ten percent of the outstanding
shares of the Holding Company's common stock; and (iii) provide
that the Holding Company will not be governed by Section 203 of the
General Corporation Law of the State of
Delaware ("DGCL"), an anti-takeover provision of the
DGCL.
Details regarding the proposed holding company reorganization
along with further information regarding the above amendments,
including revised versions of the Holding Company's certificate of
incorporation and bylaws, are available in the definitive proxy
statement filed with the SEC on April 30,
2015, as amended by the Proxy Statement Supplement filed
today with the SEC.
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 March 31, 2015,
maintained total assets of $11.5
billion, stockholders' equity of $1.6
billion, and life insurance in force of $23.1 billion.
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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED DELAWARE HOLDING COMPANY
REORGANIZATION. Investors may obtain a free copy of the proxy
statement/prospectus 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 proxy statement/prospectus 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. In addition, the Company has engaged Morrow &
Co., LLC, a professional proxy solicitation firm, to aid in the
solicitation of proxies. Morrow & Co., LLC may solicit
proxies by personal interview, mail, telephone, facsimile, email or
otherwise. The Company will pay Morrow & Co., LLC a fee,
estimated to be approximately $5,000,
plus reasonable out-of-pocket expenses incurred in the process of
soliciting proxies. Additional information regarding the interests
of potential participants in the proxy solicitation is included in
the proxy statement/prospectus filed 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 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