UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
NATIONAL WESTERN LIFE GROUP INC.
|
(Name
of Issuer)
|
Class
A Common Stock ($0.01 par value)
|
(Title
of Class of Securities)
(CUSIP
Number)
Wayne
H. Madsen, Executive Vice President
Moody
National Bank
2302
Postoffice St.
Galveston, Texas 77550
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
(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. □
*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 the disclosures provided in a prior cover
page.
The information
required in 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 provision of
the Act (however, see the Notes).
CUSIP No.
638517102
1.Names
of Reporting Persons:
Robert L. Moody, Sr.
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
U.S.A.
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 1
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 1
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
1
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13.Percent
of Class Represented by Amount in Row (11):
Less than
1%
14.Type
of Reporting Person (See Instructions):
IN
CUSIP No.
638517102
1.Names
of Reporting Persons:
The Robert L. Moody Revocable Trust
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
Texas
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 0
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 0
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
0
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13.Percent
of Class Represented by Amount in Row (11):
0%
14.Type
of Reporting Person (See Instructions):
OO
CUSIP No. 638517102
1.Names
of Reporting Persons:
Moody National Bank
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
U.S.A.
(Reporting person is a nationally chartered banking
association.)
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 1
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 1
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
0
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13.Percent
of Class Represented by Amount in Row (11):
0%
14.Type
of Reporting Person (See Instructions):
BK
CUSIP No. 638517102
1.Names
of Reporting Persons:
Moody Bancshares, Inc.
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
Texas
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 1
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 1
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
0
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13.Percent
of Class Represented by Amount in Row (11):
0%
14.Type
of Reporting Person (See Instructions):
CO
CUSIP No.
638517102
1.Names
of Reporting Persons:
Moody Bank Holding Company
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
Nevada
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 1
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 1
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
0
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13.Percent
of Class Represented by Amount in Row (11):
0%
14.Type
of Reporting Person (See Instructions):
CO
CUSIP No.
638517102
1.Names
of Reporting Persons:
Three R Trusts
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
Texas
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 0
|
|
8.
Shared Voting Power: 2,501
|
|
9.
Sole Dispositive Power: 0
|
|
10.
Shared Dispositive Power: 2,501
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,500
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13.Percent
of Class Represented by Amount in Row (11):
Less than
1%
14.Type
of Reporting Person (See Instructions):
OO
CUSIP No.
638517102
1.Names
of Reporting Persons:
Irwin M. Herz, Jr.
I.R.S. Identification Nos. of above persons (entities only):
2.Check
the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3.SEC
Use Only
4.Source
of Funds (See instructions) Not applicable.
5.Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6.Citizenship
or Place of Organization:
U.S.A.
|
Number of shares
Beneficially owned
By
each reporting
Person with:
|
7.
Sole Voting Power: 2,000
|
|
8.
Shared Voting Power: 2,501
|
|
9.
Sole Dispositive Power: 2,000
|
|
10.
Shared Dispositive Power: 2,501
|
11.Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,000
12.Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13.Percent
of Class Represented by Amount in Row (11):
Less than
1%
14.Type
of Reporting Person (See Instructions):
IN
Explanatory Note:
This Amendment No. 2
to Schedule 13D amends the Schedule 13D relating to the Class A
Common Stock of National Western Life Group, Inc. (“Issuer”)
originally filed with the Securities and Exchange Commission
(“SEC”) on June 15, 2016 (the “Initial Statement”) by Robert L.
Moody, Sr., Moody National Bank, Moody Bancshares, Inc., Moody Bank
Holding Company, Three R Trusts, and Irwin M. Herz, Jr. (the
“Initial Statement Filers”), as amended by Amendment No. 1 to the
Initial Statement filed with the SEC on October 16, 2019 by the
Initial Statement Filers and The Robert L. Moody Revocable Trust
(the “Revocable Trust”). This Amendment No. 2 is filed to
report that on March 30, 2020, Moody National Bank, for and on
behalf of the Revocable Trust as its trustee, transferred the
1,157,896 shares of Issuer’s Class A Common Stock owned by the
Revocable Trust to the following four entities in equal amounts of
289,474 shares each: Moody FAMD Interests Ltd., Moody RLM Jr.
Interests Ltd., Moody RRM Interests Ltd., and Moody RSM Interests
Ltd.
Following such transfers, the Revocable Trust no
longer beneficially owns any shares of Issuer’s Class A Common
Stock. The Revocable Trust
continues to beneficially own 198,074 shares of Issuer’s Class B
Common Stock, representing 99.04% of such class. Except as
specifically provided herein, this Amendment No. 2 does not modify
any of the information previously reported in the Initial
Statement, as amended by Amendment No. 1 to such
statement.
Item 1.
Security and Issuer
Item 2. Identity and Background
Item
3.Source and Amount of Funds or Other
Consideration
Item 4. Purpose of Transaction
Item
5.Interest in Securities of the Issuer
(a)The
Initial Statement, as previously amended, is hereby amended and
restated as follows:
Robert L. Moody, Sr. beneficially owns one share of Issuer’s Class
A Common Stock, representing less than 1% of such class. Such
total represents one share owned by Mr. Moody’s wife, Ann M.
Moody.
The Revocable Trust does not beneficially own any of Issuer’s Class
A Common Stock.
As attorney-in-fact for Robert L. Moody, Sr. pursuant to a Power of
Attorney previously executed by Mr. Moody, Moody National Bank may
have beneficial ownership of the one Class A share beneficially
owned by Robert L. Moody, Sr. Moody National Bank disclaims
beneficial ownership of such share pursuant to Rule 13d-4.
Moody Bank Holding Company owns a controlling interest in Moody
National Bank and, therefore, may have beneficial ownership of the
one Class A share that may be beneficially owned by Moody National
Bank. Moody Bank Holding Company disclaims beneficial
ownership of such share pursuant to Rule 13d-4.
Moody Bancshares, Inc. owns all of the outstanding capital stock of
Moody Bank Holding Company and, therefore, may have beneficial
ownership of the one Class A share that may be beneficially owned
by Moody National Bank. Moody Bancshares, Inc. disclaims
beneficial ownership of such share pursuant to Rule 13d-4.
The
Three R Trusts own a controlling interest in Moody Bancshares, Inc.
and may have beneficial ownership of the one Class A share that may
be beneficially owned by Moody National Bank. In addition,
the Three R Trusts separately beneficially own an additional 2,500
Class A shares, representing less than 1% of such class. The
Three R Trusts disclaim beneficial ownership of the
one
share that may be beneficially owned by Moody National Bank
pursuant to Rule 13d-4.
Irwin M. Herz, Jr. owns 2,000 Class A shares directly, representing
less than 1% of such class. In addition, Mr. Herz is the sole
trustee of the Three R Trusts and may beneficially own the one
Class A share that may be beneficially owned by Moody National Bank
and the 2,500 Class A shares beneficially owned by the Three R
Trusts. Mr. Herz disclaims beneficial ownership of the one
share that may be beneficially owned by Moody National Bank and the
2,500 shares beneficially owned by the Three R Trusts pursuant to
Rule 13d-4.
(b)The
Initial Statement is hereby amended and restated as
follows:
Number of shares as to which such person has:
(i)Sole
power to vote or to direct the vote:
Irwin M.
Herz, Jr. has the sole power to vote or direct the vote of 2,000
shares of Issuer’s Class A Common Stock.
(ii)Shared
power to vote or to direct the vote:
Robert L.
Moody, Sr., Moody National Bank, Moody Bancshares, Inc. and Moody
Bank Holding Company have shared power to vote or direct the vote
of one share of Issuer’s Class A Common Stock.
The Three R
Trusts and Irwin M. Herz, Jr. have shared power to vote or direct
the vote of 2,501 shares of Issuer’s Class A Common Stock.
(iii)Sole
power to dispose or to direct the disposition of:
Irwin M.
Herz, Jr. has the sole power to dispose or direct the disposition
of 2,000 shares of Issuer’s Class A Common Stock.
(iv)Shared
power to dispose or to direct the disposition of:
Robert L.
Moody, Sr., Moody National Bank, Moody Bancshares, Inc. and Moody
Bank Holding Company have shared power to dispose or direct the
disposition of one share of Issuer’s Class A Common Stock.
The Three R
Trusts and Irwin M. Herz, Jr. have shared power to dispose or
direct the disposition of 2,501 shares of Issuer’s Class A Common
Stock.
(c)The
Initial Statement, as previously amended, is hereby supplemented as
follows:
This Amendment No. 2 is filed to report that on March 30, 2020,
Moody National Bank, for and on behalf of the Revocable Trust as
its trustee, transferred 1,157,896 shares of Issuer’s Class A
Common Stock owned by such trust to the following four entities in
equal amounts of 289,474 shares each: Moody FAMD Interests Ltd.,
Moody RLM Jr. Interests Ltd., Moody RRM Interests Ltd., and Moody
RSM Interests Ltd.
(d)Not
applicable.
(e)As
of March 30, 2020, the Initial Statement Filers and the Revocable
Trust are no longer the beneficial owners of more than 5% of
Issuer’s Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
The response to Item 5(a) above is incorporated herein by
reference.
Item 7. Material to be filed as Exhibits
SIGNATURE
After reasonable
inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: March 31,
2020
Robert L. Moody, Sr.
By:
Moody National Bank as Attorney-in-Fact
By:
/s/
Wayne H. Madsen
Wayne H. Madsen, Executive Vice President
The Robert L. Moody Revocable Trust
By:
Moody National Bank, Trustee
By:
/s/
Wayne H. Madsen
Wayne H. Madsen, Executive Vice President
Moody National Bank
By:
/s/
Wayne H. Madsen
Wayne H. Madsen, Executive Vice President
Moody Bancshares, Inc.
By:
/s/
Victor R. Pierson
Victor R. Pierson, President
Moody Bank Holding Company
By:
/s/ Victor
R. Pierson
Victor R. Pierson, President
Three R Trusts
By:
/s/ Irwin M.
Herz, Jr.
Irwin M. Herz, Jr., Trustee
Irwin M. Herz, Jr.
/s/
Irwin M. Herz, Jr.
