UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014 or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission file number 1-33348
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KANSAS CITY LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
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Missouri
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44-0308260
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3520 Broadway, Kansas City, Missouri
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64111-2565
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on
which registered
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$1.25 par value common stock
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NASDAQ Capital Market LLC
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Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer x
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
At December 31, 2014, 10,825,205 shares of Kansas City Life Insurance Company's common stock par value $1.25 were outstanding, and the aggregate market value of the common stock (based upon the average of bid and ask price according to Company records) on June 30, 2014 of Kansas City Life Insurance Company held by non-affiliates was approximately $149,936,451.
Documents incorporated by reference: Portions of the registrant's definitive proxy statement relating to its 2015 annual meeting of shareholders (the “2015 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2015 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Kansas City Life Insurance Company (the “Company”) for the fiscal year ended December 31, 2014, initially filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2015 (the “Original Filing”), is being filed to correct certain typographical errors in the Original Filing. The consent of the independent registered public accounting firm in the Original Filing in Exhibit 23 inadvertently refers to the date of the report of the independent registered public accounting firm as February 25, 2015, and the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibits 31 and 32 of the Original Filing inadvertently referred to February 27, 2014 rather than February 27, 2015.
This Amendment No. 1 is being filed solely to (i) correct the consent of the independent registered public accounting firm to state that the date of the report of the independent registered public accounting firm was February 27, 2015, and (ii) correct the dates of the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibits 31 and 32.
In addition, pursuant to the rules of the SEC, Exhibit 23 is being filed in its entirety in this Amendment, however, the only change in Exhibit 23 from the Original Filing has been to correct the date of the report of the independent registered public accounting firm to February 27, 2015. Further, the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibit 31 and 32 are being filed to reflect the filing date of this Amendment.
Except for the foregoing amended information, this Amendment does not alter or update any other information contained in the Original Filing. Therefore, this Amendment should be read together with other documents the Company has filed with the SEC subsequent to the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules
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Exhibit
Number:
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Basic Documents:
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23
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Consent of Independent Registered Public Accounting Firm.
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31(a)
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Section 302 Certification.
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31(b)
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Section 302 Certification.
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32(a)
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Section 1350 Certification.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KANSAS CITY LIFE INSURANCE COMPANY
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By: /s/ David A. Laird
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David A. Laird
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Vice President and Controller
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(Principal Accounting Officer)
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Date: March 6, 2015
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