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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN INCOME HOLDING, INC.
(NAME OF SUBJECT COMPANY)
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TMK ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF TORCHMARK CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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(CUSIP NUMBER OF CLASS OF SECURITIES)
026728 10 5
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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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1/13D filed September 21, 1994 by TMK Acquisition Corporation, a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
Torchmark Corporation, a Delaware corporation ("Parent"), relating to their
tender 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 (the "Company"), at a purchase price of $35.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 21, 1994 (the
"Offer to Purchase"), and the related Letter of Transmittal.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1/13D is hereby amended to add the following
Exhibit:
(a)(10) Letter to the Participants in the Employee Stock Purchase Plan of the
Company from First Union National Bank of North Carolina, Plan
Administrator.
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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: September 23, 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 PAGE
NUMBER EXHIBIT NAME NUMBER
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(a)(10) Letter to the Participants in the Employee Stock Purchase
Plan of the Company from First Union National Bank of North
Carolina, Plan Administrator.
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EXHIBIT (a)(10)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMERICAN INCOME HOLDING, INC.
AT
$35.00 NET PER SHARE
BY
TMK ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
TORCHMARK CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 19, 1994, UNLESS EXTENDED.
To Participants in the Employee Stock Purchase Plan of American Income Holding,
Inc.:
Enclosed for your consideration is an Offer to Purchase dated September 21,
1994 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to an offer by TMK Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Torchmark
Corporation, a Delaware corporation ("Parent"), to purchase shares of Common
Stock, par value $.01 per share (the "Shares") of American Income Holding,
Inc., a Delaware corporation (the "Company"), at $35.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer. Also enclosed is the Letter to Stockholders of the
Company from the Chairman and Chief Executive Officer of the Company
accompanied by the Company's Solicitation/Recommendation Statement on Schedule
14D-9.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT AS A PARTICIPANT
IN THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN"). A TENDER OF SUCH
SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS AS EXPLAINED HEREIN. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD IN
YOUR PLAN ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all the Shares held in your Plan account, pursuant to the terms
and conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $35.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer.
2. The Board of Directors of the Company has, by unanimous vote of all
directors present, approved the Offer and the Merger (as defined below) and
determined that the Offer and the Merger, taken together, are fair to, and
in the best interests of, the stockholders of the Company and recommends
that the stockholders of the Company accept the Offer and tender their
Shares.
3. The Offer is being made for all outstanding Shares.
4. The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of September 15, 1994 (the "Merger Agreement"), between Parent,
the Purchaser and the Company pursuant to which, following the consummation
of the Offer and the satisfaction or waiver of certain conditions, the
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Purchaser will be merged with and into the Company, with the Company
surviving the merger as a wholly owned subsidiary of Parent (the "Merger").
In the Merger, each outstanding Share (other than Shares owned by (i)
Parent, the Purchaser, the Company or any direct or indirect subsidiary of
Parent or the Company or (ii) stockholders, if any, who are entitled to and
who properly exercise dissenters' rights under Delaware law) will be
converted into the right to receive $35.00 per Share, without interest, as
set forth in the Merger Agreement and described in the Offer to Purchase.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number
of Shares that would represent at least 51% of all outstanding Shares on a
fully diluted basis.
6. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Wednesday, October 19, 1994, unless the Offer is
extended by the Purchaser.
7. The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of Shares to it or its order pursuant to the Offer,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
IF YOU WISH TO HAVE US TENDER ANY OF OR ALL THE SHARES HELD IN YOUR PLAN
ACCOUNT, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING, DETACHING AND
RETURNING TO US THE INSTRUCTION FORM ENCLOSED WITH THIS LETTER AND THE
SUBSTITUTE FORM W-9 BY 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, OCTOBER 17,
1994, UNLESS THE OFFER IS EXTENDED. PLEASE NOTE THAT YOU WILL BE EXEMPT FROM
BACKUP WITHHOLDING IF YOU PROVIDE YOUR SOCIAL SECURITY NUMBER OR EMPLOYER
IDENTIFICATION NUMBER ON THE FORM W-9 OR CERTIFY THAT YOU HAVE APPLIED OR WILL
PROMPTLY APPLY FOR SUCH A NUMBER. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO US
IS ENCLOSED. IF YOU AUTHORIZE TENDER OF SUCH SHARES, ALL SUCH SHARES WILL BE
TENDERED UNLESS OTHERWISE SPECIFIED BELOW. YOUR INSTRUCTIONS TO US SHOULD BE
FORWARDED PROMPTLY TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
Very truly yours,
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
Plan Administrator
TEAR HEAR TEAR HERE
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PAYOR'S NAME: FIRST UNION NATIONAL BANK OF NORTH CAROLINA
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Part 1--PLEASE PROVIDE Social security number
YOUR TIN IN THE BOX AT orEmployer ID Number
RIGHT AND CERTIFY BY / /
SIGNING AND DATING BELOW. ---------------------------
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SUBSTITUTE Part 2--Certification--Under penalties of perjury, I
FORM W-9 certify that:
DEPARTMENT OF THE (1) The number shown on this form is my correct Taxpayer
TREASURY Identification Number (or I am waiting for a number
INTERNAL REVENUE to be issued to me and I have checked the box in
SERVICE Part 3 below) and
PAYER'S REQUEST (2) I am not subject to backup withholding because: (a)
FOR I am exempt from backup withholding, or (b) I have
TAXPAYER not been notified by the Internal Revenue Service
IDENTIFICATION (the "IRS") that I am subject to backup withholding
NUMBER (TIN) as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of underreporting interest or dividends on
your tax return. However, if, after being notified by
the IRS that you were subject to backup withholding
you received another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out item (2).
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Part 3
SIGNATURE ____________ DATE ________ Awaiting TIN [_]
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
Signature ________________________________________ Date____________________
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMERICAN INCOME HOLDING, INC.
The undersigned acknowledges receipt of your letter enclosing the Offer to
Purchase dated September 21, 1994, of TMK Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Torchmark Corporation, a Delaware
corporation, and the related Letter of Transmittal, relating to shares of
Common Stock, par value $.01 per share (the "Shares"), of American Income
Holding, Inc., a Delaware corporation. The undersigned understands that the
Offer applies to Shares allocated to the undersigned in the Company's Employee
Stock Purchase Plan (the "Plan").
This will instruct you, as Plan Administrator and Record Holder of the Shares
held in the account of the undersigned as a participant in the Plan, to tender
the number of Shares indicated below that are held for the Plan account of the
undersigned on the terms and conditions set forth in such Offer to Purchase and
the related Letter of Transmittal.
Dated:_______, 1994
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NUMBER OF SHARES TO BE TENDERED*
_______ Shares
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Signature(s)
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Please print name(s)
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Address (Include Zip Code)
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Area Code and Telephone No.
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Taxpayer Identification or Social
Security No.
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*Unless otherwise indicated, it will be assumed that all Shares in your Plan
account are to be tendered.
