-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsLpP7lukfCclxoldzYJMzmaU/xkKE2OKU5Zk0L9XnFkQc8KkxwqCNDteczkd0wS EzBZeZSZMomzrvYGSI4GiA== 0000070684-07-000062.txt : 20070829 0000070684-07-000062.hdr.sgml : 20070829 20070829141413 ACCESSION NUMBER: 0000070684-07-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070824 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20070829 DATE AS OF CHANGE: 20070829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL WESTERN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000070684 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 840467208 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-17039 FILM NUMBER: 071086984 BUSINESS ADDRESS: STREET 1: 850 E. ANDERSON LANE CITY: AUSTIN STATE: TX ZIP: 78752-1602 BUSINESS PHONE: 5128361010 MAIL ADDRESS: STREET 1: 850 E. ANDERSON LANE CITY: AUSTIN STATE: TX ZIP: 78752-1602 8-K 1 nwl8k.htm NATIONAL WESTERN LIFE INSURANCE COMPANY FORM 8-K nwl8k.htm

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) August 24, 2007
 
 
NATIONAL WESTERN LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
 
 
COLORADO
84-0467208
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification Number)
   
   
2-17039
(Commission File Number) 
   
   
850 EAST ANDERSON LANE, AUSTIN, TEXAS
78752-1602
(Address of Principal Executive Offices)
(Zip code)
   
   
(512) 836-1010
(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:
 
 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR 240.14d-2(b))
 
 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))

 
 

 


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
   
On August 24, 2007, the Board of Directors of National Western Life Insurance Company (“Company”) adopted an amendment to Section 5.01 of the Company’s Bylaws to permit the Company to issue uncertificated shares. The Company’s Bylaws were amended to comply with a Nasdaq rule change requiring listed securities to participate in the Direct Registration System (“DRS”), currently administered by the Deposit Trust Corporation, by January 1, 2008. DRS allows a stockholder’s ownership of securities to be registered, maintained and transferred on the books of the Company’s transfer agent electronically without the issuance of a physical stock certificate.
 
   
A copy of the amendment to the Company’s Bylaws is attached hereto as Exhibit 3 ii (g) and is incorporated herein by reference.
 
   
   
Item 9.01  Financial Statements and Exhibits.
 
   
( d ) Exhibits
 
   
Exhibit No.
Description
 
     
3 ii (g)
Amendment to the Bylaws of National Western Life Insurance Company
 
   
   
   
SIGNATURE
 
   
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.
 
   
 
NATIONAL WESTERN LIFE INSURANCE COMPANY
 
   
 
/S/Brian M. Pribyl
 
Date: August 29, 2007
Brian M. Pribyl
Senior Vice President
Chief Financial & Administrative Officer
and Treasurer
 
   
   
EXHIBIT INDEX
 
   
Exhibit
 
Description
     
3 ii (g)
 
Amendment to the Bylaws of National Western Life Insurance Company


EX-3.G 2 exhibit3g.htm NATIONAL WESTERN LIFE INSURANCE COMPANY EXHIBIT 3(G) exhibit3g.htm

EXHIBIT 3 ii (g)


RESOLUTION TO AMEND SECTION 5.01
NATIONAL WESTERN LIFE INSURANCE COMPANY BYLAWS


BE IT RESOLVED by the Board of Directors of National Western Life Insurance Company that Section 5.01 of the Company Bylaws is hereby amended to provide as follows:

Section 5.01.  Stock Shares With and Without Certificates; Direct Registration Program.

 
(1)
At the option of the shareholder, shares of the Company may, but need not, be represented by certificates.  Unless some statute expressly provides otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates.  The Company is hereby authorized to issue any and all of its shares, classes, or series, with or without certificates.  The authorization does not affect shares already represented by certificates until they are surrendered to the Company.

 
(2)
Certificates.  Certificates in such form as may be determined by the Board of Directors may be delivered representing shares to which shareholders are entitled.  Such certificates shall be consecutive numbered and shall be entered in the books of the Corporation as they are issued.  Each certificate shall state on the face thereof the holder’s name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value.  They shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof.  If any certificate is countersigned by a transfer agent or a transfer clerk, the signature of any such officer may be facsimile.

 
(3)
Uncertificated Shares.  The issuance of shares that are not represented by physical certificates are eligible to participate in the Direct Registration Program of the transfer agent and the Depository Trust Corporation.  Within a reasonable time after the issuance of transfer of shares without certificates, the Company’s Transfer Agent shall send to the shareholder a written statement containing the following information:  (a) The name of the Company and that it is incorporated under the laws of the State of Colorado; (b) the name of the person who is the shareholder; (c) the number and class of shares evidenced by the statement, and the description of the series; and (d) a summary of the designations, preferences, limitations, and relative rights applicable to each class, the variation in preferences, limitations, and rights determined for each series, and the authority of the Board of Directors to determine variations for future classes or series.


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