Exhibit 99.1
NEBRASKA DEPARTMENT OF INSURANCE
DISCLAIMER OF AFFILIATION
OF
RICKIE D. MEYER, as agent for and on
behalf of Rickie D. & Susan K. Meyer,
Husband & Wife
Regarding
MIDWEST HOLDING, INC., a Nebraska Corporation, and American Life & Security
Corp., a Nebraska Corporation (“Midwest”)
DATED: August 24, 2009
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed:
Jeanette M. Smith, Esq. |
| Rickie D.Meyer |
Kutak Rock LLP |
| Midwest Holding, Inc. |
1650 Farnam Street |
| 8101 0 Street, Suite 101 |
Omaha, NE 68102 |
| Lincoln, NE 68510 |
(402) 346-6000 |
| (402) 489-8266 |
DISCLAIMER OF AFFILIATION
This Disclaimer of Affiliation is filed by Rickie D. Meyer as agent for and on behalf of Rickie D. & Susan K Meyer, husband and wife, (hereinafter referred to as the “Meyers”) as a result of recent discussions with the Nebraska Department of Insurance regarding the pending application for a Certificate of Authority by American Life & Security Corp. and the Meyers’ current holdings of voting securities of the issued and outstanding capital stock of Midwest Holding, Inc., (“Midwest”), a Nebraska corporation and parent corporation of American Life & Security Corp.
Pursuant to 210 NAC 24, Section 17, the following information is provided based upon stock ownership and holdings as of August 5, 2009.
Section 017.01A: |
| Number of estimated issued and outstanding voting securities (common stock) of Midwest Holding, Inc.: |
| 6,835,700 |
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Section 017.01B |
| Number of voting securities (common stock) held by Rickie D. & Susan K. Meyer: |
| 300,000 |
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| Percentage of shares held (estimated): |
| 4.39 | % |
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| Right to acquire additional number of shares: |
| 0 | % |
Section 017.01C: |
| All material relationships and basis for affiliation between the subject and the person whose control is denied and all affiliates of such person: |
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Mr. Rickie D. Meyer is the founder of Midwest Holding, Inc., a Nebraska corporation. He has been active in all aspects of the operations of Midwest and especially in the capital raising efforts from its inception for the primary purpose of the formation and licensing of a Nebraska domiciled life insurer, American Life & Security Corp. Due to recent events and at the request of the Nebraska Department of Insurance, Mr. Meyer has agreed to resign from all positions at American Life & Security Corp., and as CEO of Midwest, remain as a Board member of Midwest, and file a Disclaimer of Affiliation, in order to move forward with the application of American Life & Security Corp. for its Certificate of Authority. Mr. Meyer further agrees not to serve as a director or an officer of American Life & Security Corp. or as an officer of Midwest in the future without first notifying the Director of the Department of Insurance and obtaining approval from the Department. Mr. Meyer’s resignation as set forth above will take effect commensurate with the issuance of the Certificate of Authority to American Life & Security Corp. Mr. Meyer’s term as a Midwest Board member is for a period of one year and was elected on June 9, 2009. He may seek re-election as provided under the Articles of Incorporation and By-Laws of Midwest. Further, because of the expertise of Mr. Meyer, Midwest may enter into a consultant contract with him for the purpose of assisting Midwest in connection with the raising of additional capital. Such contract will be negotiated at arms length and within reasonable industry norms and will not afford Mr. Meyer the ability to exert control over Midwest or American Life & Security Corp.
As a result of the above, the Meyers’ holdings of 4.39% of the total issued and outstanding voting securities of Midwest fall well below the presumption of control of 10% as set forth under Neb. Rev. Stat. Section 44-2121(2). As a shareholder, the Meyers have the right to participate in the direction of Midwest. Shareholders have an investment-backed expectation in their unqualified right to participate in the direction of a corporation. The right to vote for directors of a corporation is fundamental to this right. Under Nebraska law and the Articles of Incorporation of Midwest, shareholders are entitled to cumulative voting as it relates to the election of the Board of Directors of Midwest. By virtue of their holdings and cumulative voting, the Meyers may have the power to elect one Director to the Board of Directors of Midwest annually. Board representation by virtue of one Board seat will not allow the Meyers to control Midwest as they have the ability to elect only one of the eight Board members annually, each Board member has only one vote and a majority vote is required to conduct business by the Board. The Meyers’ holdings in Midwest are an investment with the intention to maximize the profits of their investment through the limited assertion of shareholder rights by virtue of their vote for the Board of Directors.
Section 017.01D: A statement explaining why such person should not be considered to control the subject.
A. The Meyers do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Midwest, by virtue of the ownership of approximately 4.39% of the voting securities of Midwest. The Meyers’ holdings do not reach the presumption of control as defined under the Nebraska Insurance Holding Company System Act as 10% or more of the voting securitiesand the Meyers do not control in fact (Section 44-2121).
B. The Meyers do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Midwest by virtue of any contract and has the ability to elect only one Board representative at Midwest. The Meyers have no current intention to control, or acquire control of Midwest, as defined under the Nebraska Insurance Holding Company System Act. The Meyers agree that if they determine to seek to acquire control (as so defined) of Midwest, they will file a Form A with the Nebraska Department of Insurance and obtain the Department’s approval prior to such acquisition.
C, The Meyers do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Midwest and are not acting as a “group” with any other person with respect to Midwest and will not form such a group with any other person in the future to acquire control of Midwest without first filing a Form A with the Nebraska Department of Insurance and obtaining its approval. Specifically, the Meyers disclaim any ability to direct or cause to direct or exert control over or act as a group relating to the voting securities owned by Travis & Stephanie Meyer, their son and daughter-in-law.
D. The Meyers agree not to increase their ownership of stock as of August 5, 2009, (approximately 4.39%), directly or indirectly, by purchase or through acquisition of rights to purchase or otherwise increase its beneficial ownership up to 10% in the future without first notifying the Nebraska Department of Insurance and revising its Disclaimer of Control or filing a Form A and obtaining the approval of the Department.
SIGNATURE
Pursuant to the requirements of Neb. Rev. Stat. Section 44-2132 and Neb. Admin. R., Title 210, ch. 24, Rickie D. Meyer on behalf of Rickie D & Susan K. Meyer, has caused this Disclaimer of Affiliation to be duly signed on their behalf in the City of Lincoln and State of Nebraska, on the day of August, 2009.
| Rickie D. & Susan K. Meyer, husband and wife | |||
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| By: | /S/ Rickie D. Meyer | ||
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| Rickie D. Meyer as agent for and on behalf of Rickie D. & Susan K. Meyer, husband and wife | ||
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Attest: | /S/ Wendy K. Kuhn |
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