<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN INCOME HOLDINGS, INC.
(NAME OF SUBJECT COMPANY)
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TMK ACQUISITION CORPORATION
TORCHMARK CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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026728 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
Keith A. Tucker
President, TMK Acquisition Corporation
6300 Lamar
Shawnee Mission, Kansas 66201
(913) 236-1915
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
ALAN J. BOGDANOW, ESQ.
HUGHES & LUCE, L.L.P.
1717 MAIN STREET
SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5500
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Total Sequentially Numbered Pages: 5
Exhibit Index Is on Page: 4
Page 1 of 5
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This Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 and the Schedule 13D (together the "Schedule 14D-1/13D") of TMK
Acquisition Corporation (the "Purchaser"), a Delaware corporation and wholly
owned subsidiary of Torchmark Corporation, a Delaware corporation ("Parent"),
relating to the Purchaser's offer to purchase all outstanding shares of common
stock, par value $.01 per share (collectively, the "Shares"), of American Income
Holding Inc., a Delaware corporation, at a purchase price of $35.00 per Share,
net to the seller in cash, without interest, subject to the terms and conditions
of the Offer to Purchase and related Letter of Transmittal dated September 21,
1994.
ITEM 10. ADDITIONAL INFORMATION.
On October 12, 1994, the Parent and the Purchaser issued press releases
attached to this Schedule 14D-1/13D as Exhibit (a)(11), which is incorporated in
this Schedule 14D-1/13D by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release dated October 12, 1994.
Page 2 of 5
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 12, 1994
TMK ACQUISITION CORPORATION
By: /s/ Keith A. Tucker
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Name: Keith A. Tucker
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Title: President
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TORCHMARK CORPORATION
By: /s/ Keith A. Tucker
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Name: Keith A. Tucker
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Title: Vice Chairman
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Exhibit Index
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
(a)(11) Text of Press Release dated October 12, 1994 5
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EXHIBIT (a)(11)
[TORCHMARK LETTERHEAD]
NYSE Symbol: TMK
Contact: Lee Bartlett (205) 325-4204 FOR IMMEDIATE RELEASE
Gary Coleman (214) 320-7232
TORCHMARK OFFER FOR AMERICAN INCOME HOLDING, INC.
BIRMINGHAM, ALABAMA, October 12, 1994....Torchmark Corporation (NYSE: TMK)
announced today that it is extending the expiration date of its offer to
purchase all outstanding shares of common stock of American Income Holding, Inc.
(NYSE:AIH) for $35.00 per share, net to the seller in cash, until 5:00 p.m., New
York City time, on October 28, 1994. The expiration date of the offer is being
extended pending approval by insurance regulatory authorities. A hearing before
the Indiana Insurance Commissioner has been scheduled for October 25, 1994.
Torchmark also announced today that early termination of the waiting period
under the Hart-Scott-Rodino Anti-trust Improvements Act of 1976 has been
granted.
Torchmark and its wholly-owned finance subsidiary, Torchmark Capital
L.L.C., announced that they consummated the public offering of 8,000,000 shares
of 9.18% Cumulative Monthly Income Preferred Securities, Series A issued by
Torchmark Capital through an underwriting syndicate. Net proceeds from the
offering of approximately $193 million have been loaned from Torchmark Capital
to Torchmark to provide a portion of the financing of the acquisition of
American Income. Pending such use, Torchmark will invest the proceeds in
investment grade securities.
As of October 11, 1994, 906,608 shares had been tendered pursuant to the
offer, representing approximately 5.8% of the total outstanding shares.
Torchmark Corporation is an insurance and diversified financial services
holding company, whose principal operating subsidiaries are Liberty National
Life Insurance Company, United American Insurance Company, Globe Life And
Accident Insurance Company, Torch Energy Advisors Incorporated, Waddell & Reed,
Inc., United Investors Life Insurance Company and Family Service Life Insurance
Company.
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