Amendment of Articles of Incorporation of Old American Insurance Company.

INSURANC:£; Amendment of Articles of Incorporation of Old American / Insurance Company. J une 28, 1965 Honorable Robert D. Scharz SUperintendent, D1 Vision or Insurance Jefferson Building Jefferson City, Missouri Dear Mr. Scharz: Opinion No. 17 Fl LED 17 Reference is made to tho GUbmission by' your of'f'1ce for examj.nation by this office of documents executed by Old Amer- ican Insurance Company 1n regard to proposed amendments of the Articles or Association whioh would authorize the company to issue nonvoting "Class A" stock. These documents consist or certified copies or the minutes of' the meeting or the Board of Directors held on November 3, 1964, recommending the adop- tion of the amendments, minutes of the special meeting of' stockholders held on November 3, 1964, adopting the amendments .. and the Affidavit of Publication of' the Declaration or Amend- ment of the Articles of Association. It is noted that at the special meeting of' the stock- holders referred to above, holders of all the Shares of' out- standing capital stock were present either 1n person or by written proxy and that the amendments were adopted by an at- f'1rmative vote of all Shares of stock entitled to vote. Is• suance of the nonvoting "CJ.ass A" stock authorized by the amendments Will result 1n a capital increase of $2,000,000.00. The newly authorized stock will be issued to existing stock- holders as a stock dividend by transferring $2 .. 000,000.00 from earned surplus to cap1 tal. The result of the stock d1 v1dend will be to retain the earned surplus as permanent capital. thus, substantially adding to the capital integrity or the com- pany with resulting substantial 1ncreaaed protection to its poUcy holders. Upon an examination or the documents referred to above and w1 th reference to the cOliD'llents made 1n regard thereto Honorable Robert D. SCharz Page 2 above, it is the opinion ot th1s office that the documents are 1n accordance w1 th the provisions ot Chapters ~5 and ~6 RSMo 1959, and are not inconsistent with the constitution and laws ot this state and the United States. Very truly yours, NORMAN H. ANDERSON Attorney General