nwl82asba.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
Amendment
No. 1 to Form 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(B) OR (G) OF THE
SECURITIES
EXCHANGE ACT OF 1934
National Western Life Insurance
Company
(Exact
name of registrant as specified in its charter)
|
Colorado
(State
of incorporation or organization)
|
84-0467208
(I.R.S.
Employer Identification No.)
|
|
|
|
|
850
East Anderson Lane
Austin,
Texas 78752-1602
(Address
of principal executive offices and zip
code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered:
|
Name
of each exchange on which
each
class is to be registered:
|
|
Class
A Common Stock, $1.00 par value
|
The
NASDAQ Stock Market LLC
|
If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. S
If this
Form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. £
Securities
act registration statement file number to which this form relates: Not
applicable
Securities
to be registered pursuant to Section 12(g) of the
Act: None
EXPLANATORY
NOTE
This
Amendment No. 1 to Form 8-A (this “Amendment”) amends the Form 8-A,
originally filed on July 17, 2009 (File Number 001-34411). The
sole purpose of this Amendment is to replace references to the NASDAQ Global
Select Market with the NASDAQ Stock Market LLC.
Item 1. Description
of Registrant’s Securities to be Registered.
Registrant’s
Class A Common Stock
As of
July 15, 2009, there were 3,425,965 shares of National Western Life Insurance
Company’s (the “Registrant”) Class A Common Stock (“Class A Common Stock”)
issued and outstanding by 4,374 holders of record. The Registrant has
authorized 7,500,000 shares of Class A Common Stock and 200,000 shares of the
Registrant’s Class B Common Stock (“Class B Common Stock”). The
Registrant has no authorized shares of preferred stock.
Holders
of Class A Common Stock are entitled to one vote for each share of common stock
held of record for the election of directors and on all matters submitted to a
vote of the Registrant’s shareholders. Holders of Class A Common Stock are
entitled to receive ratably any dividends that are declared by the Registrant’s
board of directors (the “Board”) on the Class A Common Stock out of legally
available funds, subject to any preferential dividend rights of any preferred
stock then outstanding. Holders of Class A Common Stock have no
preemptive, subscription, redemption, or conversion rights.
The
shares of Class A Common Stock are identical in all respects to the shares of
Class B Common Stock, except that:
(a) The
Class A Common Stock has the exclusive right to elect one-third (1/3) of the
total number of directors constituting the whole Board (treating any fraction as
an additional director) and the Class B Common stock has the exclusive right to
elect the remaining directors.
(b) Any
cash or in-kind dividends are without fixed rate, non-cumulative, and subject to
decision by the Board, but any dividend that may be paid on each share of Class
A Common Stock must be twice the amount of any such dividend that may be paid on
each share of Class B Common Stock.
(c) In
the event of the dissolution or winding up of the Registrant, whether voluntary
or involuntary, the assets shall be distributed among the holders of Class A
Common Stock and Class B Common Stock in the following manner:
(i) each
holder of Class A Common Stock shall first receive the $1.00 par value for each
share of Class A Common Stock then held by such holder;
(ii) each
holder of Class B Common Stock shall next receive the $1.00 par value for each
share of Class B then held by such holder;
(iii) the
remaining assets of the Registrant shall then be divided and distributed to and
among the holders of all shares of capital stock of the Registrant in proportion
to the number of shares of stock held by each such shareholder without
preference of any one class of stock over any other class.
(d) In
the event of any spin-off or distribution in-kind of the shares of a subsidiary
corporation of the Registrant, and which subsidiary corporation has only one
class of stock issued and outstanding, each share of Class B Common Stock shall
receive only one-half (½) of the number of shares of the subsidiary corporation
as are to be received by each share of the Class A Common Stock; and, in the
event that such subsidiary corporation has two classes of stock which are
similar in rights and privileges to the Class A Common Stock and Class B Common
Stock of the Registrant, then the holders of shares of Class A Common Stock
shall receive in-kind only that class of shares of the subsidiary corporation
which is similar to the shares of Class A Common Stock, and the holders of
shares of Class B Common Stock shall receive in-kind only that class of shares
of the subsidiary corporation which is similar to the shares of Class B Common
Stock.
Anti-Takeover
Effects of the Registrant’s Articles of Incorporation and Bylaws
The
Registrant’s Articles of Incorporation, as amended, and Bylaws contain certain
provisions that could have the effect of delaying, deferring, or discouraging
another party from acquiring control of the Registrant. These provisions, which
are summarized below, are expected to discourage coercive takeover practices and
inadequate takeover bids. These provisions are also designed, in part, to
encourage persons seeking to acquire control of the Registrant to negotiate
first with the Board. The Registrant believes that the benefits of
increased protection of its potential ability to negotiate more favorable terms
with an unfriendly or unsolicited acquirer outweigh the disadvantages of
discouraging a proposal to acquire it.
No
Cumulative Voting
Cumulative
voting by shareholders is not permitted. Cumulative voting allows a
shareholder to vote a portion or all of its shares for one or more candidates
for seats on a board of directors. Without cumulative voting, a minority
shareholder may not be able to gain as many seats on a board of directors as the
shareholder would be able to gain if cumulative voting were permitted. The
absence of cumulative voting makes it more difficult for a minority shareholder
to gain a seat on the Registrant’s Board to influence the Board’s decision
regarding a takeover.
No
Preemptive Rights
Holders
of shares of Class A Common Stock do not have preemptive rights to purchase
additional shares that may be offered by the Registrant. As a result,
a holder of shares of Class A Common Stock may not be able to purchase shares of
the Registrant’s common stock in potential offerings by the Registrant and such
holder could suffer dilution due to the inability to participate in any such
offerings.
The
Registrant’s Bylaws do not give its shareholders the ability to act by written
consent, which may lengthen the amount of time required to take shareholder
actions. As a result, a holder controlling a majority of the Registrant’s
capital stock would not be able to amend the Registrant’s Bylaws or remove
directors without holding a meeting of the Registrant’s shareholders called in
accordance with the Registrant’s Bylaws.
Restrictions
on Ownership Under State Insurance Laws
Indemnification
of Officers and Directors
Sections
7-109-102 and 7-109-107 of the Colorado Business Corporation Act (the “CBCA”)
provide that a Colorado corporation may indemnify a person made party to a
proceeding, because the person is or was a director or officer of the
corporation, against liability incurred in the proceeding if: (i) the person's
conduct was in good faith; (ii) the person reasonably believed: (A) in the case
of conduct in an official capacity with the corporation, that such conduct was
in the corporation's best interests; and (B) in all other cases, that such
conduct was at least not opposed to the corporation's best interests; and (iii)
in the case of any criminal proceeding, the person had no reasonable cause to
believe the person's conduct was unlawful. Section 7-109-102 of the
CBCA also provides that a corporation may not indemnify a director or officer
under that section in connection with a proceeding by or in the right of the
corporation in which the director or officer was adjudged liable to the
corporation; or in connection with any other proceeding charging that the
director or officer derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the director or
officer was adjudged liable on the basis that the director or officer derived an
improper personal benefit. The Registrant’s Bylaws contain a
provision providing for the indemnification of the Registrant’s directors and
officers under the circumstances and subject to the limitations specified in
Sections 7-109-102 and 7-109-107 of the CBCA.
Item 2. Exhibits.
Under the
“Instructions as to Exhibits” section of Form 8-A, no exhibits are required to
be filed because no other securities of the Registrant are registered on the
NASDAQ Global Select Market and the securities registered hereby are not being
registered pursuant to Section 12(g) of the Securities Exchange Act of
1934.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July
17, 2009
NATIONAL
WESTERN LIFE INSURANCE COMPANY
By: /S/Ross R.
Moody
Ross R. Moody
President