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): December 18, 2008
SECURITY
NATIONAL FINANCIAL CORPORATION
(Exact
name of registrant as specified in this Charter)
|
Utah
|
0-9341
|
87-0345941
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
5300 South 360
West, Salt Lake City, Utah
|
84123
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
Telephone Number, Including Area Code: (801)
264-1060
Does
Not Apply
(Former
name or former address, if changed since last report)
ITEM 8.01. Other
Events.
Completion
of Acquisition of Southern Security Life Insurance Company.
On
December 18, 2008, Security National Financial Corporation, through its wholly
owned subsidiary, Security National Life Insurance Company (“Security National
Life”), completed a stock purchase transaction with Southern Security Life
Insurance Company, a Mississippi domiciled insurance company ("Southern
Security"), and its shareholders to purchase all of the outstanding shares of
common stock of Southern Security from its shareholders. Under the
terms of the transaction as set forth in the Stock Purchase Agreement among
Security National Life, Southern Security and the shareholders of Southern
Security, Security National Life paid to the shareholders of Southern Security
purchase consideration equal to $1,352,139, representing the capital and
surplus, interest maintenance reserve, and asset valuation reserve of
Southern Security as of September 1, 2008, the date that Security National Life
assumed administrative control over Southern Security, plus $1,500,000,
representing the ceding commission that had been paid on August 29, 2008, plus $75,883,
representing an allowance for the actual losses experienced by Southern Security
in the second quarter ended June 30, 2008, less certain
adjustments. Thus, the total purchase price before adjustments was
$2,928,022.
As of
December 31, 2007, Southern Security had 24,323 policies in force and
approximately 393 agents. For the year ended December 31, 2007,
Southern Security had revenues of $4,231,000 and a net loss of
$496,000. As of December 31, 2007, the statutory assets and the
capital and surplus of Southern Security were $24,402,000 and $758,000,
respectively. As of June 30, 2008, the statutory assets and the
capital and surplus of Southern Security were $24,780,000 and $713,000,
respectively.
As
adjustments to the purchase consideration, the shareholders of Southern Security
deposited at closing $175,000 of the purchase consideration into an interest
bearing escrow account as the deposit amount (the "Deposit Amount"). This
Deposit Amount is to be held for a period of six months from the closing date
("the Holdback Period") and used to pay the amount of any adjustments required
under the terms of the Stock Purchase Agreement. At the end of the Holdback
Period, the escrow agent agrees to transfer the remaining amounts of the Deposit
Amount, following the payment of any adjustments, into a real estate deposit
account to be held and distributed in accordance with the items of the escrow
agreement. The shareholders additionally deposited at closing $268,500 of the
purchase consideration into an interest bearing escrow account as the real
estate deposit amount (the "Real Estate Deposit Amount"). This Real
Estate Deposit Amount represents about 50% of the total outstanding balance on
a loan that Southern Security had made to Wade Nowell Funeral Homes,
Inc. in the form of a promissory note, which note is secured by
a funeral home property in Collins, Mississippi. The Real
Estate Deposit Amount will be increased by the amount of funds transferred from
the Deposit Amount at the end of the Holdback Period.
The
shareholders have granted to Security National Life a security interest in the
Real Estate Deposit Amount to secure payment of the promissory note also secured
by the funeral home in Collins, Mississippi. Beginning on September
1, 2009, the escrow agent agrees to release to the shareholders on a pro rata
basis an amount equal to the principal reduction of the promissory note that has
occurred during the preceding August 1 through July 31 period, until such time
as the Real Estate Deposit Amount (including funds transferred from the Deposit
Amount) and any accrued interest, have been paid to the
shareholders. However, no payments will be made to the shareholders
from the Real Estate Deposit Amount if the note is in default. In the
event there is a default in the payment of the note, Security National Life has
the right to receive payment from the Real Estate Deposit Amount for the amount
of such default or to foreclose on the note pursuant to the terms thereunder and
to receive payment from the Real Estate Deposit Amount in an amount equal to the
full amount of any losses and expenses incurred by Security National Life as a
result of such default and enforcement of its rights pursuant
thereto. The shareholders have the right to refinance the existing
debt on the note.
As
further adjustments, Southern Security transferred its interest in a certain
trust, known as the Nowell Legacy Trust, to the shareholders at closing and the
purchase consideration to be paid to the shareholders was reduced by $316,026,
the admitted value of the trust as reflected in the financial statements of
Southern Security on September 1, 2008, the date that Security National Life
assumed administrative control over Southern Security under the terms of the
Stock Purchase Agreement. Finally, the purchase consideration was
reduced by $84,081 for payments that Security National Life made in behalf of
the shareholders for legal and accounting fees and other expenses, and by
$163,715 at the instruction of the shareholders to pay off a promissory note
with Ray-Nowell Funeral Home, Inc., which was secured by funeral home properties
in Senatobia, Mississippi.
- 2
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The Stock
Purchase Agreement further provides that Security National Life and Southern
Security each agree to enter into a reinsurance agreement contemporaneous with
the execution of such Stock Purchase Agreement. Under the terms of
this reinsurance agreement, Security National Life is required to reinsure all
of the in force and future insurance liabilities of Southern
Security. Security National Life will also assume complete
administrative control of all of the then current and future insurance related
business operations of Southern Security at such time as Security National Life
notifies Southern Security in writing that it is capable of assuming
administrative control over such insurance related business operations, provided
Security National Life assumes administrative control no later than September 1,
2008.
Administrative
control over the insurance related operations of Southern Security is to include
control over day–to-day business expenses, trade, debt, locations of business
operations, employees, employee compensation, compensation to offices and
directors, cash flow, deposits and bank accounts. Upon assuming
administrative control, Security National Life will be given access to the
records, files and computer systems of Southern Security and will have the right
to transfer or move such records, files and computer systems to other offices
and locations in which Security National transacts business. Security
National Life notified Southern Security in writing that it would assume
administrative control over the insurance related operations of Southern
Security as of September 1, 2008. On September 1, 2008, Security
National Life assumed said administrative control over the insurance related
operations of Southern Security.
On August
29, 2008, in furtherance of the requirements of the Stock Purchase Agreement,
Security National Life and Southern Security entered into a reinsurance
agreement (the “Reinsurance Agreement”) to reinsure the majority of the in force
business of Southern Security, as reinsurer, to the extent permitted by the
Mississippi Department of Insurance. Pursuant to the terms of the
Reinsurance Agreement, Security National Life paid a ceding commission to
Southern Security in the amount of $1,500,000.
As a
result of the Reinsurance Agreement, certain insurance business and operations
of Southern Security was transferred to Security National Life, including all
policies in force as of the administrative control date. Any future
business by Southern Security would be covered by this Reinsurance
Agreement. It is estimated that as of September 1, 2008, when
Security National Life assumed administrative control over the insurance related
business operations of Southern Security, Southern Security transferred
approximately $23,600,000 in assets and liabilities to Wachovia Bank, N.A. of
St. Louis, Missouri, as custodian for Security National Life pursuant to the
Reinsurance Agreement and the Custodial Agreement among Southern Security,
Security National Life, and Wachovia Bank N.A. Following the
completion of the stock purchase transaction, Southern Security will continue to
sell and service life insurance, annuity products, and funeral plan
insurance.
The
shareholders further agree pursuant to the terms of the Stock Purchase Agreement
that after the closing of the transaction they will not induce any policyholder
to terminate any policy issued by Southern Security. Moreover, the
shareholders agree that all policyholder lists, insurance applications,
policyholder information, knowledge of business operations and sales methods,
and all other materials of Southern Security are the property of Southern
Security and that such information and property may not be used by any of the
shareholders without written approval by Security National Life. The
agreement expressly allows Russ Nowell, who is currently president of Southern
Security, to engage in the insurance business, including to sell or solicit new
policies on behalf of any competitor of Southern Security or Security National
Life, including new policies to existing policyholders, provided that no
replacement of inforce policies occurs and Mr. Nowell does not solicit existing
policyholders of Southern Security concerning inforce policies or utilize
information gained as an officer of Southern Security to solicit
existing policyholders regarding in force business. In the event any
shareholder breaches any of such covenants, Security National Life may obtain
immediate injunctive relief prohibiting further breach of such obligations
against the shareholder and such shareholder will be liable for liquidated
damages in the amount of two year’s annual premium for all policies that are
terminated as a result of such shareholder’s activities.
- 3
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ITEM
9.01. Financial
Statements and Exhibits
|
(c)
|
Exhibits
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10.1
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Stock
Purchase Agreement among Security National Life Insurance Company,
Southern Security Life Insurance Company, and the shareholders of Southern
Security Life Insurance Company(1)
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10.2
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Reinsurance
Agreement among Security National Life Insurance Company, Southern
Security Life Insurance Company, and the shareholders of Southern Security
Life Insurance Company, including the Custodial Agreement
(2)
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|
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10.3
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Escrow
Agreement among Security National Life Insurance Company, Southern
Security Life Insurance Company, the shareholders of Southern Security
Life Insurance Company, and Mackey Price Thompson & Ostler as escrow
agent.
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|
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_________________________
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(1) Incorporated
by reference from Report on Form 8-K, as filed on August 25,
2008.
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(2) Incorporated
by reference from Report on Form 8-K, as filed on September 17,
2008.
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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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SECURITY
NATIONAL FINANCIAL CORPORATION
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(Registrant)
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Date:
January 6, 2009
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By:
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/s/
Scott M. Quist
|
|
Scott
M. Quist, President
|
||
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ESCROW
AGREEMENT
THIS ESCROW
AGREEMENT (the "Escrow Agreement") is made and entered into this 18th day of
December, 2008, by and among SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah
corporation ("Security National"), SOUTHERN SECURITY LIFE INSURANCE COMPANY,
INC., a Mississippi corporation ("Southern Security"), the SHAREHOLDERS OF
SOUTHERN SECURITY LIFE INSURANCE COMPANY, INC. that have executed the
Agreement by Shareholders of Southern Security Life Insurance
Company to Sell Shares in Stock Purchase Transaction (the
"Shareholders"), and MACKEY PRICE THOMPSON & OSTLER, a Utah professional
corporation (the "Escrow Agent") (each of the foregoing parties is referred to
singly, as a "Party" and collectively, as the
"Parties"). Capitalized terms appearing in the Escrow Agreement but
not otherwise defined herein shall have the same meanings assigned to them in
the Stock Purchase Agreement.
WITNESSETH:
WHEREAS,
on August 13, 2008, Security National, Southern Security, and the Shareholders
entered into a stock purchase agreement (the "Stock Purchase Agreement") in
which the Shareholders agreed to sell to Security National, and Security
National agreed to purchase from the Shareholders, all of the issued and
outstanding shares of stock of Southern Security in consideration for purchase
consideration payable to the Shareholders, as defined in Section 1.2 of the
Stock Purchase Agreement, on a pro rata basis in an amount to include the
following: (i) the Capital and Surplus of Southern Security as of the
date that Security National assumed administrative control over Southern
Security, which was on September 1, 2008, (ii) plus the interest maintenance
reserve and the asset valuation reserve of Southern Security, as if the
administrative control date of September 1, 2008, (iii) plus an
allowance not to exceed $100,000 for actual losses experienced by Southern
Security in the second quarter ended June 30, 2008, which allowance shall not
exceed $100,000 even if the actual losses experienced by Southern Security in
the second quarter ended June 30, 2008, or any subsequent quarter are in excess
of $100,000, (iv) less certain adjustments (the "Purchase Consideration");
and
WHEREAS,
Security National, Southern Security and the Shareholders desire to establish
this escrow for the purpose of holding the funds to be deposited into an
interest bearing escrow account (the "Escrow Account") in accordance with
amended terms of the Stock Purchase Agreement and distributing such funds
pursuant to amended terms of such agreement; and
WHEREAS,
Escrow Agent is willing to receive the funds contemplated by the amended terms
of the Stock Purchase Agreement and to hold and distribute the same in
accordance with the amended terms of such agreement; and
WHEREAS,
in Section 1.2(c) of the Stock Purchase Agreement, the Shareholders agree at the
closing of the transaction, as defined in Section 2.1 of the Stock Purchase
Agreement (the “Closing”) to deposit $175,000 (the “Deposit Amount”) of the
Purchase Consideration into the Escrow Account with the Escrow Agent, which
amount is to be used to pay the amount of any adjustments in the Stock Purchase
Agreement, including any adjustments in Sections 1.2(c), (d) and (e) thereunder
(the "Adjustments"); and
WHEREAS,
in Section 1.2(d) of the Stock Purchase Agreement, the Shareholders further
agree at Closing to deposit $537,000 of the Purchase Consideration (the "Real
Estate Deposit Amount") into the interest bearing Escrow Account, which amount
represents approximately 50% of the total outstanding balances on the promissory
notes that Southern Security has entered into with Ray-Nowell Funeral Home, Inc.
and Wade Nowell Funeral Homes, Inc. (the “Notes”), which Notes are secured by
funeral home properties in Senatobia, Mississippi and Collins, Mississippi,
respectively, of which the Shareholders agree to grant to Security National a
security interest in the Real Estate Deposit Amount to secure payment of their
Notes. Beginning on September 1, 2009, and continuing on the
same date of each year thereafter, the Escrow Agent is to release to the
Shareholders on a pro rata basis, as more fully described in Section 1.2(d) of
the Stock Purchase Agreement, certain amounts equal to the combined
principal reduction of the Notes that has occurred during the preceding August 1
through July 31 period, until such time as the Real Estate Deposit Amount,
including any accrued interest thereon, has been paid to the Shareholders;
and
WHEREAS,
the Escrow Agent agrees to make payments from the Deposit Amount and the Real
Estate Deposit Amount to the Shareholders on a pro rata basis pursuant to the
amended terms and conditions of Section 1.2(c) and 1.2(d) of the Stock Purchase
Agreement; and
WHEREAS,
Security National, Southern Security and each of the Shareholders desire to
modify the terms of the Stock Purchase Agreement by entering into an escrow
agreement containing terms and conditions that amend certain terms and
conditions of the Stock Purchase Agreement, and to the extent such amended terms
and conditions of the escrow agreement are inconsistent with those in the Stock
Purchase Agreement, such amended terms and conditions shall be controlling and
shall constitute an amendment to the Stock Purchase Agreement;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1. Delivery of Documents into
Escrow. Security National and Southern Security herewith
deliver the following documents to Escrow Agent to be held and disposed of by
Escrow Agent strictly in accordance with the terms of this Escrow
Agreement:
(a) A
copy of the Stock Purchase Agreement and any amendments thereto.
(b) A
certified shareholders list of Southern Security dated the Closing Date (the
"Certified Shareholders List") with the names and addresses of each of the
Shareholders and the number of shares held by each of the shareholders as of the
Closing Date.
(c) A
copy of a statement of the Capital and Surplus of Southern Security as of
September 1, 2008.
(d) A
copy of the Note that Southern Security entered into.
2
2. Delivery of Cash into
Escrow. The Shareholders herewith deliver cash in the form of
immediately available U.S. Dollars by bank wire transfer into the Escrow
Agreement in the amount of Four Hundred Forty-three Thousand Five Hundred
Dollars ($443,500) to U.S. Bank, N.A., 170 South Main Street, 6th Floor,
Salt Lake City, Utah 84101; Attn: David H. Green, Vice
President.
3. Investment of Escrow
Funds. Any funds held in the Escrow Account shall be invested
by the Escrow Agent, in the Escrow Agent's discretion in accordance with terms
and conditions set forth in Section 5 below, in an interest bearing account held
by the Escrow Agent.
4. Distribution of Escrow
Funds.
(a) The
Shareholders agree at closing to deposit $175,000 of the Purchase Consideration
into the interest bearing Escrow Account as the Deposit Amount. This
amount shall be held for a period of six months from the Closing Date (the
“Holdback Period”) and used to pay the amount of any adjustments in the Stock
Purchase Agreement, including any adjustments described in Sections 1.2(c), (d)
and (e) thereunder. The amount of the adjustments shall be determined
during the Holdback Period. At the end of the Holdback Period,
Security National shall provide written notice of the amount and a description
of the adjustments to be charged against the Deposit Amount to the Shareholders
and the Escrow Agent at the addresses specified in Section 7
below. Not less than ten (10) days after the notice has been provided
to the Shareholders, the Escrow Agent agrees to transfer the remaining amounts
of the Deposit Amount, following the payment of any such adjustments, into the
Real Estate Deposit Amount to be held and distributed in accordance with the
terms of Section 4(b) below;
(b) The
Shareholders further agree at Closing to deposit $268,500 of the Purchase
Consideration into the interest bearing Escrow Account as the Real Estate
Deposit Amount. This amount represents approximately 50% of the total
outstanding balance on the promissory note that Southern Security has entered
into with Wade Nowell Funeral Homes, Inc. (the “Note”), which Note is secured by
a funeral home property in Collins, Mississippi. The Real Estate
Deposit Amount shall be increased by the amount of funds transferred from the
Deposit Amount (following payment of any adjustments) after the Holdback
Period. The Shareholders agree to grant to Security National a
security interest in the Real Estate Deposit Amount to secure payment of the
Note. Except as set forth below, beginning on September 1, 2009, and
continuing on the same date of each year thereafter, the Escrow Agent shall
release to the Shareholders on a pro rata basis an amount equal to the principal
reduction of said Note that has occurred during the preceding August 1 through
July 31 period, until such time as the Real Estate Deposit Amount (including any
funds transferred from the Deposit Amount), and any accrued interest thereon,
have been paid to the Shareholders. Such payments shall be made
according to the requirements of Section 4(d) below. However, the
Escrow Agreement shall make no payments to the Shareholders from the Real Estate
Deposit Amount if the Note is in default. In the event there is a
default in the payment of the Note, Security National shall have the right to
receive payment from the Real Estate Deposit Amount for the amount of such
default or to foreclose on the Note pursuant to the terms thereunder and shall
be entitled to receive payment from the Real Estate Deposit Amount in an amount
equal to the full amount of any losses and expenses incurred by Security
National as a result of such default and the enforcement of its rights pursuant
thereto. The Shareholders and Security National agree that the
Shareholders have the right, but not the obligation, to refinance the existing
debt on the Note;
3
(c) Security
National agrees to guarantee the payment of interest at the rate of four percent
(4%) per annum on the funds transferred from the Deposit Amount to the Real
Estate Deposit Amount after the Holdback Period. The guaranteed four
percent (4%) interest shall include the interest earned from the interest
bearing Escrow Account on the funds transferred from the Deposit
Amount. As the annual payments are made to the Shareholders pursuant
to Section 4(b) above in the amount equal to the principal reduction of the Note
that has accrued during the preceding August 1 through July 31 period, the
amounts paid to the Shareholders for such principal reduction shall be
apportioned on a pro rata basis to the amount of funds transferred from the
Deposit Amount after the Holdback Period and the amount of funds in the Real
Estate Deposit Amount prior to the receipt of such funds from the Deposit
Amount. Thus, the funds transferred from the Deposit Amount after the
Holdback Period to the Real Estate Deposit Amount shall earn interest at the
rate of four percent (4%) per annum until such funds are distributed to the
Shareholders by means of annual principal reduction payments;
(d) Upon
the completion and satisfaction of the required distributions set forth in
Sections 4(b) above, the Escrow Agent shall distribute the remaining funds in
the Escrow Account to the Shareholders on a pro rata basis to the number of
shares of Southern Security common stock held by the Shareholders on the Closing
Date, as set forth on the Certified Shareholders List. Such payments
to the Shareholders shall be in the form of cashier's checks payable to the
order of each of the Shareholders as named on the Certified Shareholders List
and delivered to the address specified in writing by each of the
Shareholders.
5. Responsibility of the Escrow
Agent. The Escrow Agent accepts the escrow arrangements set
forth in this Escrow Agreement upon the terms and conditions hereof and
undertakes to act solely as depository for the escrow funds, with no obligations
to Security National, Southern Security, or the Shareholders except as
specifically set forth herein. The Parties hereto agree that the
following terms and conditions shall govern and control with respect to the
rights, duties, liabilities and immunities of the Escrow Agent
hereunder.
(a) Until
escrowed payments are distributed as provided herein, the Escrow Agent shall
maintain such funds in an interest bearing account, as provided
herein.
(b) The
duties and obligations of the Escrow Agent shall be determined solely by the
express provisions of this Escrow Agreement, and no implied covenants, duties or
obligations shall be read into this Escrow Agreement against the Escrow Agent,
nor shall it have, or be deemed to have, any duties or responsibilities under
the provisions of any other agreements between the other Parties
hereto.
(c) The
Escrow Agent shall not be liable for any error of judgment, or any actions
taken, or omitted by it in good faith, or mistake of fact or law, or for
anything it may do or refrain from doing in connection therewith, except its own
gross negligence or willful misconduct.
4
(d) The
Escrow Agent may rely and shall be protected from acting in good faith in
reliance upon resolution, direction, certificate, statement, approval, notice,
court order, or other document, not only unto its due execution and the validity
and effectiveness of its provisions, but also as to the truth of any information
therein contained, which it in good faith believes to be genuine and what
purports to be.
(e) The
Escrow Agent may consult with counsel or other experts of its own choice and any
opinion of its own choice and any opinion of counsel or written opinion of such
other experts shall be full and complete authorization and protection with
respect to any action taken or omitted by the Escrow Agent hereunder in good
faith and in accordance with such opinion of counsel or opinion of such other
experts within the area of their respective expertise.
(f) The
Escrow Agent may execute any of its powers or responsibilities hereunder and
exercise any rights hereunder either directly or by or through its agent or
attorneys.
(g) The
Escrow Agent shall not be responsible for and shall not be under a duty to
examine into or pass upon, the validity, binding effect, execution or
sufficiency of this Escrow Agreement or of any agreement, amendment or
supplement hereto nor shall the Escrow Agent be accountable for the source of
the escrow funds.
(h) Except
as otherwise specifically provided herein, the Escrow Agent may deal with
Security National, its parent company or its affiliates, in the same manner and
to the same extent and with like effect as if it were not the Escrow Agent
hereunder.
(i) If
any controversy or dispute arises between the Parties hereto or with any third
party with respect to the subject matter of the escrow described herein, the
Escrow Agent shall not be required to determine the same or take any action, but
may await the settlement of any such controversy or dispute by final appropriate
legal proceedings or otherwise as the Escrow Agent may require, and in such
event the Escrow Agent shall not be liable for interest or damage, except that
the Escrow Agent shall not deliver the escrow funds in any manner other than in
accordance with Section 4 hereof. In addition, the Escrow Agent shall
have the right to commence such interpleader or other legal proceedings or
actions, or take or withhold any other actions, as are reasonably necessary or
appropriate pending resolution of such controversy or dispute. The
Escrow Agent shall be entitled to retain counsel to represent it in any
controversy or dispute relating to this Escrow Agreement.
6. Termination. This
Escrow Agreement shall terminate upon distribution of all of the funds in the
Escrow Account pursuant to Section 4 hereof.
7. Manner of Notice. All
notices required by this Escrow Agreement or which one party desires to serve on
another party, shall be in writing and shall be deemed given or made when
delivered to such party personally, or three days after mailing to such party by
bonded courier, by registered or certified mail, postage prepaid, return receipt
requested, or by first-class mail, postage prepaid, to the addresses specified
below:
5
If to Security
National, to:
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Security
National Life Insurance Company
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5300
South 360 West, Suite 250
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Salt
Lake City, Utah 84123
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Attn: Scott
M. Quist, President
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Facsimile
No. (801) 264-1060
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Telephone
No. (801) 265-9882
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or to
such other address or addresses as Security National shall hereinafter designate
by notice to the other parties as herein provided; and
If to Southern Security,
to:
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Southern
Security Life Insurance Company, Inc.
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211
Ball Drive
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P.O.
Box 924
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Louisville,
Mississippi 39339
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Attn: Russell
C. Nowell, President
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Facsimile
No.: (622) 779-4155
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Telephone
No.: (622) 779-4113
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or to
such other address or addresses as Southern Security shall hereinafter designate
by notice to the other parties as herein provided;
If to Shareholders, to:
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Shareholders
of Southern Security Life Insurance Company
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211
Ball Drive
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P.O.
Box 924
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Louisville,
Mississippi 39339
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Facsimile
No.: (622) 779-4155
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Telephone
No.: (622) 779-4113
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or to
such other address or addresses as the Shareholders shall hereinafter designate
by notice to the other parties as herein provided;
6
With a copy to:
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Julie
M. McPeak, Esq.
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Burr
& Forman, LLP
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700
Two American Center
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3102
West End Avenue
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Nashville,
Tennessee 37207
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Facsimile
No.: (615) 724-3290
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Telephone
No.: (615) 724-3200
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If to Escrow Agent, to:
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Mackey
Price Thompson & Ostler
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57
West 200 South, Suite 350
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Salt
Lake City, Utah 84101
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Attn: Randall
A. Mackey, Esq.
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Facsimile
No.: (801) 575-5006
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Telephone
No.: (801) 575-5000
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or to
such other address or addresses as the Escrow Agent shall hereinafter designate
by notice to the other parties as herein provided.
8. Governing Law. This
Escrow Agreement shall be enforced and construed in accordance with the laws of
the State of Mississippi.
9. Counterparts. This
Escrow Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
10. Time. Time
is of the essence of this Escrow Agreement.
11. Headings. The
subject headings of the paragraphs contained in this Escrow Agreement are
included for purposes of convenience only and shall not control or affect the
meaning, construction or interpretation of any of the provisions of this Escrow
Agreement.
12. Assignment of
Interest. Each Shareholder has the right to
assign his respective share of escrowed funds. Any such
assignment shall be completed by a written assignment containing the
notarized signature of the Shareholder. The assignment shall contain
the name and address of the assignee. A duplicate original of the
Assignment shall be delivered to the Escrow Agent by certified mail, return
receipt requested. The Escrow Agent shall have no liability for
delivering the escrowed funds to an assignee as directed by a
Shareholder.
7
IN WITNESS WHEREOF, the parties hereto
have executed this Escrow Agreement as of the day and year first above
written.
|
SECURITY
NATIONAL LIFE INSURANCE COMPANY
|
|||
|
By:
|
/s/ Scott M. Quist
|
||
|
Scott
M. Quist, President
|
|||
|
SOUTHERN
SECURITY LIFE INSURANCE COMPANY, INC.
|
|||
|
By:
|
/s/ Russell C. Nowell
|
||
|
Its:
President
|
|||
|
THE
SHAREHOLDERS:
|
|||
|
/s/ Russell C. Nowell
|
|||
|
Russell
C. Nowell
|
|||
|
/s/ Janet Nowell
Massey
|
|||
|
Janet
Nowell Massey
|
|||
|
Estate
of Genece Nowell
|
|||
|
/s/ Michael Pierce
|
|||
|
Michael
Pierce, Temporary Administrator
|
|||
|
/s/ Harold B. Nowell,
Sr.
|
|||
|
Harold
B. Nowell, Sr.
|
|||
8
|
H&R
II, L.P., as Shareholder
|
|||||
|
By:
H&R I, Inc. as Managing General Partner of
|
|||||
|
H&R
II, L.P.
|
|||||
|
By:
|
/s/ Harold B. Nowell, III
|
||||
|
Harold
B. Nowell, III, Individually,
|
|||||
|
President,
and as Shareholder of H&R I, Inc.
|
|||||
|
By:
|
/s/ Russell C. Nowell
|
||||
|
Russell
C. Nowell, Individually, and as Shareholder
|
|||||
|
of
H&R I, Inc.
|
|||||
|
By:
H. Bernard Nowell, Jr. Irrevocable Trust, as
|
|||||
|
Limited
Partner of H&R II, L.P.
|
|||||
|
By:
|
/s/ Harold B. Nowell, III
|
||||
|
Harold
B. Nowell, III, as Trustee
|
|||||
|
THE
ESCROW AGENT:
|
|||||
|
MACKEY
PRICE THOMPSON & OSTLER
|
|||||
|
By:
/s/ Randall A.
Mackey
|
|||||
|
Randall
A. Mackey, President
|
|||||
9