SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20548
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):
September 20, 1994 (September 15, 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 5. Other Events.
Torchmark Corporation ("Torchmark") issued a press
release on September 15, 1994, announcing that Torchmark and
American Income Holding, Inc. ("American Income") signed a
definitive Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which a Torchmark subsidiary will acquire American
Income for $35 in cash per share of American Income common
stock. Under the Merger Agreement, Torchmark will commence a
cash tender offer for all of the outstanding common stock of
American Income. Any shares of American Income common stock
not tendered in the tender offer will be purchased for cash at $35
per share pursuant to a statutory merger. American Income has
approximately 16,100,000 shares outstanding on a fully diluted
basis. The tender offer and the merger have been unanimously
approved by the Board of Directors of American Income, which
received a fairness opinion from Fox-Pitt, Kelton, and are expected
to be consummated as soon as possible in 1994.
The tender offer is subject to a condition that Torchmark
acquire at least 51% of the outstanding shares of American Income
common stock on a fully diluted basis. The tender offer and merger
are also subject to approval by all necessary insurance regulatory
authorities and other customary conditions. Holders of
approximately 41% of the American Income shares, including
Bernard Rapoport, the Chairman of the Board of American Income,
Charles B. Cooper, the President of American Income, and Golder,
Thoma, Cressy Fund III Limited Partnership, have agreed to tender
their shares to Torchmark and have granted Torchmark an option
to acquire their shares under certain conditions.
Torchmark intends to finance the acquisition with a
combination of bank financing and the proceeds of a proposed
public offering of monthly income preferred securities, as well as
with internal funds. The Merger Agreement provides that American
Income will pay Torchmark a fee of approximately $12,000,000
plus expenses if the Merger Agreement is terminated as a result of
certain conditions.
The foregoing is qualified in its entirety by reference to the
Press Release, a copy of which is filed as an exhibit to this
Current Report on Form 8-K.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
99.1 Press Release, dated September 15, 1994,
issued by Torchmark Corporation
<PAGE>
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: September 20, 1994 By: /s/ Gary L. Coleman
Name: Gary L. Coleman
Title: Vice President and
Chief Accounting Officer
Lee Bartlett (205) 325-4204 FOR IMMEDIATE RELEASE
Gary Coleman (214) 320-7232
TORCHMARK TO ACQUIRE AMERICAN INCOME HOLDING,INC.
FOR $35 PER SHARE
BIRMINGHAM, ALABAMA, September 15, 1994....Torchmark
Corporation (NYSE: TMK) and American Income Holding, Inc. (NYSE:
AIH) have signed a definitive merger agreement pursuant to which a
Torchmark subsidiary will acquire American Income for $35 cash per
share of common stock. Under the merger agreement, Torchmark will
commence a cash tender offer for all of the outstanding common stock
of American Income. Any shares of common stock not tendered will
be cashed out at $35 per share in a statutory merger. American
Income has approximately 16,100,000 shares outstanding on a fully
diluted basis. The offer and the merger have been unanimously
approved by the directors of American Income, who have received a
fairness opinion from Fox-Pitt, Kelton, and are expected to be
consummated as soon as possible in 1994.
The tender offer is subject to a minimum condition that
Torchmark acquire 51% of the shares on a fully diluted basis. The
tender offer and merger are also subject to insurance regulatory
approval and other customary conditions. Holders of approximately
41% of the shares, including Bernard Rapoport, the Chairman of the
Board, and Charles B. Cooper, the President of American Income, and
Golder, Thoma, Cressy Fund III Limited Partnership, have agreed to
tender their shares and have granted Torchmark an option to acquire
such shares under certain conditions.
Torchmark intends to finance the acquisition with a
combination of bank and monthly income preferred stock financing as
well as internal funds. The merger agreement provides that if it is
terminated because of certain conditions, American Income will pay
Torchmark a fee of approximately $12,000,000 plus expenses.
R. K. Richey, Torchmark's Chairman, stated that after the
merger American Income will operate as a separate subsidiary of
Torchmark, current management of American Income will continue
and American Income headquarters will remain in Waco, Texas.
According to Richey, the acquisition of American Income, which sells
life insurance to union and credit union members through exclusive
agents, complements Torchmark's focus on low cost operations and
growing life insurance operations in niche markets. Richey further
indicated that American Income should contribute incremental
earnings to Torchmark in 1994 and 1995, after taking into account the
amortization of goodwill and cost of money.
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, Torch Energy Advisors Incorporated,
Waddell & Reed, Inc., United Investors Life Insurance Company and
Family Service Life Insurance Company.
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