Current Report Filing (8-k)
21 July 2014 - 11:12PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2014
Kansas City Life Insurance Company
(Exact name of registrant as specified in its charter)
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Missouri
(State or other jurisdiction of
incorporation)
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001-33348
(Commission
File Number)
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44-0308260
(I.R.S. Employer
Identification No.)
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3520 Broadway
Kansas City, Missouri 64111-2565
(Address of principal executive office)(Zip Code)
(816) 753-7000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On July 21, 2014, Kansas City Life Insurance Company (the “Company”) issued a press release announcing the sale of certain assets of Sunset Financial Services, Inc., a wholly-owned subsidiary of the Company, to Securities America Financial Corporation. The sale is subject to approval by FINRA, but is expected to close during 2014 if approval is granted. As a result of the sale, the Company expects to record a gain on sale of assets, net of taxes and transaction expenses, of up to $2.0 million, or $0.18 per share based on the number of shares outstanding as of March 31, 2014.
Certain statements made in this report include “forward-looking statements” that fall within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance, or achievements rather than historical facts and may contain words like “believe,” “expect,” “estimate,” “project,” “forecast,” “anticipate,” “plan,” “will,” “shall,” and other words, phrases, or expressions with similar meaning.
Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties. Those risks and uncertainties include, but are not limited to, the risk factors listed in Item 1A. Risk Factors as filed in the Company's 2013 Form 10-K. For additional information, please refer to the Overview included in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2013 Form 10-K.
The Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description |
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99.1
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Press Release dated July 21, 2014 issued by Kansas City Life Insurance Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KANSAS CITY LIFE INSURANCE COMPANY
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(Registrant)
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Date:
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July 21, 2014
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By:
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/s/ A. Craig Mason, Jr.
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A. Craig Mason Jr.
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Vice President, General Counsel and Secretary
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INDEX TO EXHIBITS
| Exhibit |
Description |
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99.1
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Press Release dated July 21, 2014 issued by Kansas City Life Insurance Company
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3520 Broadway, Kansas City, MO 64111
For Immediate Release: July, 2014
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Contact: Kris Bradley
Assistant Vice President,
Marketing Development and
Corporate Communications
816-753-7299, ext. 8663
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Kansas City Life signs Asset-Purchase Agreement with Securities America
KANSAS CITY, MO. – Kansas City Life Insurance Company and its subsidiary, Sunset Financial Services Inc. have entered into an agreement with Securities America, a subsidiary of Ladenburg Thalmann Financial Services, Inc., (NYSE MKT: LTS).
Under the agreement, Sunset Financial Services will cease retail operations and transfer its broker/dealer and registered investment advisory accounts to Securities America.
Kansas City Life believes this relationship will benefit the customers of Sunset Financial Services and those securities and investment advisory representatives who transfer to Securities America. Securities America provides state of the art technology and a broader product portfolio to improve customer service and access to information.
“We are excited about our new relationship with Securities America and value the enhanced benefits our customers and field force will experience with the completion of this transaction,” said Kansas City Life Executive Vice President and Vice Chairman of the Board Walter E. Bixby. “We believe Securities America possesses the same Midwestern values and culture that our customers and field force are accustomed to; and believe that Securities America is well equipped to provide more robust technology, more diverse products and enhanced practice management to our field force.”
Kansas City Life’s Sales and Marketing Department will maintain a branch office for Securities America under which the former representatives and advisors of Sunset Financial Services will conduct business. The new branch, which will operate under the name “KCL Service Company,” will continue to provide support to Kansas City Life’s insurance agents who provide securities and investment advisory services to their customers. Kansas City Life will continue to provide Security Assured to its constituents, build on its strong relationship with its field force and recruit new agents who will benefit from the improved broker/dealer and investment advisory services gained through the relationship with Securities America.
“Kansas City Life is seeking to focus its business operations on its core competency, namely providing superior life and annuity products through its long-standing agent distribution system. Like other similar broker/dealers, Sunset Financial Services’ attempts to achieve growth have been challenged by increasing costs associated with compliance and technology,” said Walter E. Bixby.
Following the transaction, Sunset Financial Services will focus on its core responsibility of issuing, developing and marketing variable insurance products for Kansas City Life. Sunset Financial Services will also continue to service and support closed blocks of variable life and annuity products on behalf of Kansas City Life.
Sunset Financial Services has approximately 268 registered representatives in 50 states plus the District of Columbia, and about $18 million in gross annual revenue and $2.4 billion in client assets.
The transaction is being reviewed by FINRA and the retail representatives, advisors and assets will transition to Securities America following approval by FINRA and closing. Dominick & Dominick LLC served as financial advisor to Kansas City Life in this transaction.
Kansas City Life Insurance Company (NASDAQ: KCLI) was established in 1895 and is based in Kansas City, Missouri. The Company's primary business is providing financial protection through the sale of life insurance and annuities. The Company's revenues were $483.6 million in 2013, and assets and life insurance in force were $4.5 billion and $32.0 billion, respectively, as of December 31, 2013. The Company operates in 49 states and the District of Columbia. For more information, please visit www.kclife.com.
Securities America is one of the nation’s largest independent broker/dealers with more than 1,800 independent advisors responsible for $50 billion in client assets.
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