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):
November 11, 1994 (November 10, 1994)
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8052 63-0780404
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(205) 325-4200
Item 2. Acquisition or Disposition of Assets.
On September 15, 1994, Torchmark Corporation ("Torchmark"),
its wholly-owned subsidiary, TMK Acquisition Corporation ("TMK
Acquisition") and American Income Holding, Inc. ("American
Income") executed a definitive Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Torchmark would acquire
American Income for $35 in cash per share of American Income
common stock utilizing a cash tender offer and a subsequent
statutory merger. Pursuant to the Merger Agreement, on
September 21, 1994, TMK Acquisition commenced a cash tender
offer (the "Tender Offer") for all the outstanding common stock
of American Income for $35 per share in cash, net to the seller.
The Tender Offer expired at 5:00 p.m., New York City time, on
October 28, 1994. Thereafter, TMK Acquisition accepted for
payment and paid for all 15,643,838 American Income shares,
representing approximately 99.4% of the outstanding American
Income stock, which were properly tendered in the Tender Offer.
Subsequently, on November 10, 1994, TMK Acquisition effected a
statutory merger (the "Merger") with American Income, in which
American Income was the surviving corporation, and thus will
acquire all the remaining American Income common stock, 92,728
shares, at a price of $35 per share in cash and without
interest.
The $35 per share price for American Income common stock
paid in the Tender Offer and Merger was arrived at after
extensive arms-length negotiation among the parties to the
Merger Agreement. Additionally, the Board of Directors of
American Income received a fairness opinion on the transaction
from its financial advisor, Fox-Pitt, Kelton Inc.
The total amount of funds required to purchase all of the
outstanding shares of common stock of American Income and to pay
fees and expenses related to the Acquisition and Merger has been
estimated to be approximately $565 million. The Acquisition and
Merger have been funded by a combination of internally generated
funds ($190 million), the sale of Monthly Income Preferred
Securities (approximately $200 million) and bank financing
obtained through The First National Bank of Chicago ($175
million).
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
1. Consolidated Financial Statements of American
Income as of December 31, 1992 and 1993 and for
each of the three years ended December 31, 1993.
2. Consolidated Financial Statements of American
Income as of June 30, 1994 and for the three-
month and six-month periods ended June 30, 1994.
(b) Pro Forma Financial Information
1. Pro Forma Consolidated Condensed Financial
Statements (Unaudited) of Torchmark and American
Income.
The foregoing financial statements were filed as a part of
Form 8-K dated September 29, 1994 and are incorporated herein by
reference.
(c) Exhibits.
2. Agreement and Plan of Merger between Torchmark
Corporation, TMK Acquisition Corporation and
American Income Holding, Inc. dated as of
September 15, 1994.
The foregoing agreement is incorporated by reference from
Exhibit (c)(1) to Schedule 14D-1/13D of TMK Acquisition
Corporation and Torchmark Corporation filed on September 21,
1994.
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 thereunto duly
authorized.
TORCHMARK CORPORATION
Date: November 11, 1994 By:
Name: William C. Barclift
Title: Vice President &
General Counsel
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 thereunto duly authorized.
TORCHMARK CORPORATION
Date: November 11, 1994 By: /s/ William C. Barclift
Name: William C. Barclift
Title: Vice President & General
Counsel
