<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 3 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN INCOME HOLDING, 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 27, 1994, the Parent and the Purchaser issued the press release
attached to this Schedule 14D-1/13D as Exhibit (a)(12), which is incorporated in
this Schedule 14D-1/13D by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Text of Press Release dated October 27, 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 28, 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
Page
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(a)(12) Text of Press Release dated October 27, 1994 5
Page 4 of 5
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(a)(12)
[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 27, 1994....Torchmark Corporation (NYSE: TMK)
announced today that the insurance regulatory authorities of the States of
Indiana and Texas have issued the regulatory approvals and waivers necessary for
the consummation of Torchmark's 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. Unless extended, the offer to purchase will expire at
5:00 p.m., New York City time, on October 28, 1994.
As of October 26, 1994, 10,334,190 shares had been tendered pursuant to the
offer, representing approximately 65.7% 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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