<PAGE>
REGISTRATION NO. 33-51963
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TORCHMARK CORPORATION TORCHMARK CAPITAL L.L.C.
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
DELAWARE 63-0780404 DELAWARE [APPLIED FOR]
(STATE OR OTHER (I.R.S. EMPLOYER (STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER) INCORPORATION OR NUMBER)
ORGANIZATION) ORGANIZATION)
2001 THIRD AVENUE SOUTH
BIRMINGHAM, ALABAMA 35233
(205) 325-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
---------------
KEITH A. TUCKER
VICE CHAIRMAN
TORCHMARK CORPORATION
2001 THIRD AVENUE SOUTH
BIRMINGHAM, ALABAMA 35233
(205) 325-4248
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
ALAN J. BOGDANOW, ESQ. FRANCIS MORISON, ESQ.
HUGHES & LUCE, L.L.P. DAVIS POLK & WARDWELL
1717 MAIN ST., SUITE 2800 450 LEXINGTON AVENUE
DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10017
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE OFFERING REGISTRATION
BEING REGISTERED REGISTERED(3) PER UNIT(4) PRICE(5) FEE(6)
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<S> <C> <C> <C> <C>
Torchmark Preferred
Stock ................
Torchmark Depositary
Shares(1).............
Torchmark Capital
Preferred Securities.. $200,000,000 $200,000,000 $68,965.52
Torchmark Backup
Undertakings with
respect to Torchmark
Capital Preferred
Securities(2).........
</TABLE>
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(1) The consideration for the Depositary Shares is included in that of the
Torchmark Preferred Stock, par value $1.00 per share.
(2) No separate consideration will be received for the Torchmark Corporation
Backup Undertakings with respect to the Torchmark Capital Preferred
Securities.
(3) Within the overall amount of securities being registered hereby, the
maximum number of shares of Torchmark Preferred Stock, Depositary Shares or
Torchmark Capital Preferred Securities being registered hereby is such number
as has a proposed maximum aggregate offering price of $200,000,000, in U.S.
dollars, or the equivalent thereof in foreign currencies, plus accrued
dividends, if any.
(4) The proposed maximum offering price per share or Depositary Share is
equal to the proposed maximum aggregate offering price for the shares or
Depositary Shares offered, divided by the number of shares or Depositary
Shares offered.
(5) Estimated solely for the purposes of calculating the registration fee.
(6) Previously paid.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE AS SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS SUBJECT TO COMPLETION +
+OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN +
+FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT +
+BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT A FINAL +
+PROSPECTUS SUPPLEMENT IS DELIVERED. THIS PRELIMINARY PROSPECTUS SHALL NOT +
+CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL +
+THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, +
+SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION +
+UNDER THE SECURITIES LAWS OF ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED APRIL 26, 1994
PROSPECTUS
$200,000,000
[LOGO OF TORCHMARK CORPORATION APPEARS HERE]
PREFERRED STOCK
TORCHMARK CAPITAL L.L.C. PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
TORCHMARK CORPORATION
-----------
Torchmark Corporation ("Torchmark") may offer at any time, or from time to
time, shares of preferred stock, par value $1.00 per share ("Preferred Stock"),
in one or more series, which may be represented by depositary shares evidenced
by depositary receipts ("Depositary Shares" and, together with the L.L.C.
Preferred Securities (as defined below) and the Backup Undertakings (as defined
below), the "Securities") or any combination of Securities, with an aggregate
initial public offering price not to exceed $200,000,000.
As part of the Securities, Torchmark Capital L.L.C. ("Torchmark Capital"), a
special purpose finance subsidiary of Torchmark, may also offer from time to
time its preferred limited liability company interests ("LLC Preferred
Securities"), in one or more series, at an aggregate initial public offering
price not to exceed $200,000,000 at the time of sale. In connection therewith,
Torchmark may offer backup undertakings ("Backup Undertakings") with respect to
the LLC Preferred Securities, as described herein under "Torchmark Capital
L.L.C." Any issue of LLC Preferred Securities and related Backup Undertakings
shall correspondingly reduce the amount of other Securities available for offer
and sale hereunder.
Torchmark and/or Torchmark Capital will offer the Securities to the public at
prices and on terms to be determined at or prior to the time of sale. Specific
terms of the Securities in respect of which this Prospectus is being delivered
will be set forth in an accompanying Prospectus Supplement ("Prospectus
Supplement"), together with the terms of the offering of the Securities, the
initial price thereof and the net proceeds from the sale thereof. The
Securities may be offered separately or together, in separate series, in
amounts, at prices and on terms to be determined at the time of sale and to be
set forth in Prospectus Supplements. The Securities may be sold for U.S.
dollars or one or more foreign or composite currencies and the distributions on
the Securities may likewise be payable in U.S. dollars or one or more foreign
or composite currencies.
The Prospectus Supplement will set forth the terms of the Securities,
including the designation, number of shares or fractional interests therein (or
if Depositary Shares are issued, the fraction of a share of Preferred Stock
represented by one Depositary Share), liquidation preference per share, initial
public offering price, distribution rate or method of calculation thereof,
dates on which distributions will be payable and dates from which distributions
will accrue, any redemption or sinking fund provisions, any terms of redemption
at the option of Torchmark or the holder, as well as any terms of the Backup
Undertakings and any listing on a national securities exchange and any other
terms in connection with the offering and sale of the Securities in respect of
which this Prospectus is being delivered.
Because Torchmark is a holding company, the rights of Torchmark to
participate in any distribution of assets of any subsidiary (and thus the
ability of holders of Securities to benefit from such distribution) are subject
to the prior claims of creditors of that subsidiary. Such claims would include
subsidiary indebtedness of approximately $2 million at December 31, 1993. See
"Description of Securities--General."
The Securities may be sold by Torchmark or Torchmark Capital to underwriters,
to or through dealers, acting as principals for their own account or acting as
agents, or directly to other purchasers. The Prospectus Supplement will set
forth the names of any underwriters or agents, the principal amounts or shares,
if any, to be purchased by underwriters, and the compensation, if any, of such
underwriters or agents. Torchmark may indemnify such underwriters, dealers and
agents against certain liabilities, including liabilities under the Securities
Act of 1933. See "Plan of Distribution."
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
April , 1994
<PAGE>
AVAILABLE INFORMATION
Torchmark is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; at its New York Regional Office, 7 World Trade Center, New York,
New York 10048; and at its Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates, by writing to the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. Such material can also be inspected at the New York Stock Exchange, 20
Broad Street, New York, New York 10005 and The Stock Exchange, London EC2N 1HP,
England.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments, supplements and exhibits thereto, the
"Registration Statement") filed jointly by Torchmark and Torchmark Capital with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information set forth in the
Registration Statement (in accordance with the rules and regulations of the
Commission), and reference is hereby made to the Registration Statement and
related exhibits for further information with respect to Torchmark, Torchmark
Capital and the Securities.
No separate financial statements of Torchmark Capital have been included
herein. Torchmark and Torchmark Capital do not consider that such financial
statements would be material to holders of any LLC Preferred Securities which
may be offered hereby because Torchmark Capital is a newly organized special
purpose subsidiary, has no operating history and no independent operations and
is not engaged in and does not propose to engage in, any activity other than
the issuance of its shares and the lending of the proceeds thereof to
Torchmark. See "Torchmark Capital L.L.C." Torchmark Capital is a limited
liability company organized under the laws of the State of Delaware and will be
managed by Torchmark, which directly or indirectly beneficially owns all of
Torchmark Capital's common limited liability company interests, which are non-
transferable. Financial statements of Torchmark Capital will be made available
to the holders of LLC Preferred Securities annually as soon as practicable
after the end of Torchmark Capital's fiscal year.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Torchmark (file no. 1-8052) with the
Commission are incorporated herein by reference: (i) Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 ("Form 10-K"), and (ii) Form 8-K
dated March 25, 1994.
All reports and other documents subsequently filed by Torchmark and Torchmark
Capital pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports and documents. Any statement set forth
herein or in a document, all or a portion of which is incorporated or deemed to
be incorporated by reference herein, will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement set
forth herein or in a subsequently filed document deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. To the extent that any
proxy statement is incorporated by reference herein, such incorporation shall
not include any information contained in such proxy statement that is not,
pursuant to the Commission's rules, deemed to be "filed" with the Commission or
subject to the liabilities of Section 18 of the Exchange Act.
2
<PAGE>
Torchmark will furnish, without charge, to each person to whom a Prospectus
and Prospectus Supplement are delivered, upon written or oral request, a copy
of any or all of the foregoing documents incorporated herein by reference other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference therein). Requests for such documents should be
submitted in writing to the Investor Relations Department, Torchmark
Corporation, 2001 Third Avenue South, 16th Floor, Birmingham, Alabama 35233 or
by telephone at (205) 325-4243.
----------------
Unless otherwise indicated, currency amounts in this Prospectus and the
Prospectus Supplement are stated in United States dollars ("$" or "U.S.$").
3
<PAGE>
TORCHMARK
Torchmark, an insurance and diversified financial services holding company,
was incorporated in Delaware on November 29, 1979 as Liberty National Insurance
Holding Company. Through a plan of reorganization, which became effective on
December 30, 1980, it became the parent company for the businesses operated by
Liberty National Life Insurance Company ("Liberty") and Globe Life And Accident
Insurance Company ("Globe"). United American Insurance Company ("United
American"), Waddell & Reed, Inc. ("W&R") and United Investors Life Insurance
Company ("UILIC"), along with their respective subsidiaries, were acquired in
1981. The name Torchmark Corporation was adopted on July 1, 1982. Family
Service Life Insurance Company ("Famlico") was purchased in July, 1990.
Through its life insurance subsidiaries, including Liberty, Globe, United
American, Famlico and American Life and Accident Insurance Company, Torchmark
offers a portfolio of life and health insurance products. Through United
Investors Management Company ("UIMCO"), a wholly-owned subsidiary which owns
W&R, UILIC and Torch Energy Advisors Incorporated, Torchmark offers
institutional investment management services and individual financial planning
and products, including life insurance, annuities and mutual funds; provides
management services with respect to oil and gas production and development; and
engages in energy property acquisitions and dispositions, oil and gas product
marketing and well operations. Torchmark maintains a 27% ownership interest in
Vesta Insurance Group, Inc. ("Vesta"), a property and casualty insurance
holding company, which owns Vesta Fire Insurance Corporation (formerly Liberty
National Fire Insurance Company), offering industrial fire insurance,
collateral protection insurance, personal and commercial property and casualty
insurance and domestic reinsurance.
The principal executive office of Torchmark is located at 2001 Third Avenue
South, Birmingham, Alabama 35233, and its telephone number is (205) 325-4200.
Torchmark Capital is a special purpose finance subsidiary of Torchmark
organized as a limited liability company under the laws of the State of
Delaware. All of Torchmark Capital's common limited liability company interests
are directly or indirectly beneficially owned by Torchmark and are non-
transferable. Torchmark Capital has no board of directors or officers, and all
of its business and affairs are conducted by Torchmark, as the manager (the
"Manager") appointed in Torchmark Capital's Limited Liability Company
Agreement, as amended. Torchmark Capital exists solely for the purpose of
issuing its common and preferred limited liability company interests and
lending the proceeds thereof to Torchmark to finance Torchmark's or its
subsidiaries' business operations. The principal office of Torchmark Capital is
c/o Torchmark Corporation, 2001 Third Avenue South, Birmingham, Alabama 35233.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of Torchmark's (consolidated)
earnings to combined fixed charges and preferred stock dividends, for the
periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to combined fixed
charges and preferred stock dividends:
Excluding interest credited on
deposit products..................................... 6.1 6.3 6.2 7.1 6.8
Including interest credited on deposit
products............................................. 4.0 3.8 3.6 3.8 3.9
</TABLE>
4
<PAGE>
For the purpose of computing the ratio of earnings to combined fixed charges
and preferred stock distributions, "earnings" consists of operating income
before income taxes and fixed charges. "Fixed charges" consists of interest
charges and the portion of rental expense deemed representative of the interest
factor. "Combined fixed charges and preferred stock distributions" represent
fixed charges (as described above) and the pre-tax income required to pay the
preferred stock distributions of Torchmark.
USE OF PROCEEDS
The net proceeds from the sale of Securities offered by Torchmark Capital
hereby will be lent to Torchmark. The net proceeds from the sale of the
Securities offered hereby by Torchmark, and the net proceeds of any loans from
Torchmark Capital, will be used by Torchmark for general corporate purposes,
which may include, without limitation, repayment of bank debt, additional
capitalization of Torchmark's insurance subsidiaries, the repurchase of shares
of Torchmark's Common Stock, and possible acquisitions, unless a specific
determination as to the use of the proceeds is otherwise described in an
accompanying Prospectus Supplement.
RECENT EVENTS
PRELIMINARY FIRST QUARTER 1994 RESULTS
On April 19, 1994, Torchmark reported its preliminary unaudited results for
the first quarter of 1994, ending March 31, 1994. Preliminary unaudited net
income was $75.6 million for the first quarter of 1994, an increase of
approximately 2.8% over the $73.5 million reported in the first quarter of
1993. On a per share basis, net income was $1.03, up 4.0% from $0.99 in the
year ago period. Net income for the first quarter of 1994 included $0.05 per
share, or $3.5 million, of realized investment gains, net of the related
amortization of deferred policy acquisition expenses and income taxes, versus
$0.01 per share, or $706 thousand in the same period last year. Removing after-
tax realized investment gains and the related amortization expense, net income
was $0.98 per share, compared to $0.97 per share in the prior year, as
restated.
Pre-tax operating income, adjusted for the sale of Vesta in November 1993,
increased 7.2% to $73.4 million. Pre-tax non-insurance operating income
increased 38.1% to $26.2 million. After adjusting for the sale of Vesta, net
investment income was down 11.7% to $83.8 million due to lower yields on new
investments, a decline in energy related income, and a significant increase in
the amount of tax exempt bonds held. On a tax equivalent basis, net investment
income was $90.2 million in the first quarter of 1994, down 7.4% from $97.4
million in the prior period.
Total revenue for the 1994 first quarter was $498.7 million, versus the
comparable amount of $498.1 in the prior year's first quarter after exclusion
of Vesta's revenue. Life premium increased 4.8% to $144.0 million, and health
premium decreased 2.5% to $200.4 million. Financial services revenue rose 7.5%
to $36.5 million, and energy operations revenue decreased 19.2% to $17.3
million.
Annualized premium life insurance sales increased 9.1%, health insurance
sales decreased 34.3%, and collections on investment products grew 16.5%.
Annualized premium in force was $1.4 billion at the end of each of the first
quarters of 1994 and 1993. Life annualized premium in force was $621.7 million,
up 4.7%. Health annualized premium in force was down 3.0% to $812.6 million.
Life insurance in force increased 5.5% to $62.5 billion at the end of the first
quarter of 1994. Mutual funds and related assets under management were $14.3
billion, up 13.4% from $12.6 billion a year ago.
As of March 31, 1994, total assets were $7.6 billion and stockholders' equity
was $1.3 billion, or $17.89 per share.
5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information for five years
ended December 31, 1993 should be read in conjunction with the more detailed
information and financial statements available as described under "Available
Information" and "Incorporation of Certain Information by Reference."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1989 1990 1991 1992 1993
----------- ----------- ----------- ----------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Premium and Policy
Charges:
Life premium........... $ 432,235 $ 487,991 $ 524,052 $ 544,467 $ 555,859
Health premium......... 682,680 738,431 769,821 797,855 799,835
Other premium.......... 69,521 64,830 71,940 111,640 137,216
Total.................. 1,184,436 1,291,252 1,365,813 1,453,962 1,492,910
Net investment income... 308,019 348,412 364,318 382,735 372,470
Financial services
revenue................ 108,255 108,561 114,326 133,462 137,422
Energy operations
revenue................ 22,239 32,218 54,841 74,014 106,013
Realized investment
gains (losses)......... 547 4,081 4,195 (948) 8,009
Total revenue........... 1,629,326 1,787,148 1,907,441 2,045,810 2,176,835
Net income.............. 211,308 229,177 246,489 265,477 297,979/5/
Preferred stock
distributions.......... 7,667 6,898 6,116 3,453 3,289
Net income available to
common shareholders.... 203,641 222,279 240,373 262,024 294,690/5/
Net income per common
share.................. 2.59 2.85 3.13 3.58 4.01/5/
Life insurance sales.... 11,024,758 11,257,778 11,222,307 11,067,341 12,240,244
Increase in life
insurance in force..... 842,605 694,733/1/ 1,280,412/2/ 2,195,544 3,060,638
Annualized life and
health premium issued:
Life................... 119,629 129,233 133,741 131,726 128,433
Health................. 232,336 273,290 216,962 224,905 176,028
Total.................. 351,965 402,523 350,703 356,631 304,461
Increase (Decrease) in
annualized life and
health premium in
force:
Life................... 28,797 16,849/1/ 16,098/2/ 25,534 24,572
Health................. 12,228 56,456 11,749 34,346 (9,106)
Total.................. 41,025 73,305 27,847 59,880 15,466
Mutual fund collections. 744,284 742,142 813,737 1,141,928 1,249,084
Per preferred share:
Cash distributions
paid.................. $ 7.80 $ 7.50 $ 7.66 $ 7.01 $ 7.00
Per common share:
Cash distributions
paid.................. .83 .93 1.00 1.07 1.08
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------------------
1989 1990 1991 1992 1993
----------- ----------- ----------- ----------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Cash and invested
assets/3/ ............. $ 3,559,948 $ 4,155,577 $ 4,605,446 $ 4,994,828 $ 5,550,931
Total assets............ 4,921,404 5,535,895 6,160,742 6,770,115 7,646,242
Short-term debt......... 125,977 779 11,499 276,819 107,108
Long-term debt.......... 498,235 529,294 667,125 497,867 792,335
Shareholders' equity.... 894,544 943,787 1,079,251 1,115,660 1,417,255
Per common share/4/.... 10.02 11.13 13.11 14.54 18.80
Life insurance in force. 53,743,362 54,775,134 56,110,751 58,306,295 61,366,933
Annualized life and
health premium in
force:
Life................... 498,777 543,738 562,550 588,084 612,656
Health................. 729,937 786,393 798,142 832,488 823,382
Total.................. 1,228,714 1,330,131 1,360,692 1,420,572 1,436,038
Assets under management
at
W&R.................... 8,542,000 8,212,000 10,692,000 12,144,000 14,455,000
</TABLE>
- --------
/1/ The increase in life insurance in force is adjusted by $337 million, and
the increase in life annualized premium in force is adjusted by $28.1
million, representing the business acquired in the Famlico acquisition.
/2/ The increase in life insurance in force is adjusted by $55 million, and
the increase in life annualized premium in force is adjusted by $2.7 million,
representing the business acquired in the Sentinel American Life Insurance
Company acquisition.
/3/ Includes accrued investment income.
/4/ Computed after deduction of preferred shareholders' equity.
/5/ Includes the effects of adoption of Financial Accounting Standards 106 and
109 and a one-time addition to a non-operating expense charge relating to
self-insurance for directors' and officers' liability, guaranty fund
assessments and litigation expenses. On an after-tax basis, adoption of FAS
106 resulted in a charge of $7.5 million, adoption of FAS 109 resulted in an
addition to earnings of $25.9 million, and the addition to the non-operating
expense charge relating to self-insurance for directors' and officers'
liability, guaranty fund assessments and litigation expenses resulted in a
charge of $53.3 million. Also includes the effects of tax legislation which
increased the corporate tax rate from 34% to 35% resulting in a charge to net
earnings of $13.7 million, of which $9.4 million related to prior years. Also
includes an after-tax gain of $37.2 million from the sale of 73% of Vesta.
7
<PAGE>
DESCRIPTION OF TORCHMARK STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At December 31, 1993, the authorized capital stock of Torchmark was
165,000,000 shares, consisting of:
(a) 5,000,000 shares of Preferred Stock, par value $1.00 per share
("Preferred Stock"), of which 469,820 shares of Adjustable Rate
Cumulative Preferred Stock, Series A ("Series A Preferred Stock") were
outstanding and 530,180 shares of Series A Preferred Stock were held in
treasury; and
(b) 160,000,000 shares of Common Stock, par value $1.00 per share ("Common
Stock"), of which 72,895,094 shares were outstanding, and 68,119,446
shares were held in treasury.
Torchmark Corporation redeemed on March 31, 1994 the outstanding shares of
its Series A Preferred Stock at a redemption price of $100 per share plus
accrued and unpaid dividends to the redemption date, in the aggregate amount of
$1.13 per share. First Chicago Trust Company of New York served as redemption
agent and mailed redemption materials to holders of Series A Preferred Shares.
The $1.13 dividend was paid on March 31, 1994 to holders of record as of March
17, 1994.
In general, the classes of authorized capital stock are afforded preferences
with respect to dividends and liquidation rights in the order listed above. The
Board of Directors of Torchmark (or a duly authorized committee thereof) is
empowered, without approval of the stockholders, to cause the Preferred Stock
to be issued in one or more series, with the numbers of shares of each series
and the rights, preferences and limitations of each series to be determined by
the Board of Directors of Torchmark (or a duly authorized committee thereof).
Among the specific matters that may be determined by the Board of Directors of
Torchmark (or a duly authorized committee thereof) are: the annual rate of
dividends; the redemption price, if any; the terms of a sinking or purchase
fund, if any; the amount payable in the event of any voluntary liquidation,
dissolution or winding up of the affairs of Torchmark; conversion rights, if
any; and voting powers, if any, in addition to those described below. The
descriptions set forth below do not purport to be complete and are qualified in
their entirety by reference to the Restated Certificate of Incorporation of
Torchmark, as amended (the "Restated Certificate of Incorporation"). No holders
of any class of Torchmark's capital stock are entitled to preemptive rights.
GENERAL
Since Torchmark is a holding company, the rights of Torchmark to participate
in any distribution of assets of any subsidiary upon its liquidation or
reorganization or otherwise (and thus the ability of holders
of the Securities to benefit from such distribution) are subject to the prior
claims of creditors of that subsidiary, except to the extent that Torchmark may
itself be a creditor with recognized claims against that subsidiary. Claims on
Torchmark's subsidiaries by creditors may include claims of policyholders,
holders of indebtedness and claims of creditors in the ordinary course of
business. Such claims may increase or decrease, and additional claims may be
incurred in the future.
Statutes regulating insurance holding company systems impose various
limitations on investments in affiliates and may require prior approval of the
payment of certain dividends and other distributions by the regulated insurance
company to Torchmark or various of its affiliates. Since Torchmark's primary
source of income is the income of its insurance company subsidiaries and its
primary source of internally generated cash flow is the dividends from such
subsidiaries, Torchmark's ability to meet its obligations and pay the
dividends, redemption price, or liquidation payments on the Securities may be
affected by any such required approval.
8
<PAGE>
PREFERRED STOCK
The following is a general description of the terms of the Preferred Stock of
Torchmark. The particular terms of any series of Torchmark Preferred Stock
offered hereby ("Offered Preferred Stock") will be set forth in the Prospectus
Supplement relating thereto. The rights, preferences, privileges and
restrictions, including dividend rights, voting rights, terms of redemption and
liquidation preferences, of the Offered Preferred Stock of each series will be
fixed or designated pursuant to a certificate of designations adopted by the
Board of Directors of Torchmark or a duly authorized committee thereof. The
description of Preferred Stock set forth below and the description of the terms
of a particular series of Offered Second Preferred Stock that will be set forth
in a Prospectus Supplement do not purport to be complete and are qualified in
their entirety by reference to the certificate of designations relating to such
series.
In all respects, regardless of series, the Offered Preferred Stock shall rank
in preference to the Common Stock as to payment of dividends and as to
distribution of assets of Torchmark upon the liquidation, dissolution or
winding up of Torchmark. Upon issuance against full payment of the purchase
price therefor, shares of Offered Preferred Stock will be fully paid and
nonassessable.
Dividends. Holders of Offered Preferred Stock will be entitled to receive,
when, as and if declared by the Board of Directors of Torchmark out of any
funds legally available for that purpose, dividends in cash at such respective
rates, payable on such dates in each year and in respect of such dividend
periods, as stated in Torchmark's Restated Certificate of Incorporation or the
certificate of designations for such series of Offered Preferred Stock, before
any dividends may be declared or paid or set apart for payment upon the Common
Stock or any other class of stock ranking junior to such series of Offered
Preferred Stock. No dividend may be declared or paid on any series of Offered
Preferred Stock unless at the same time a dividend in like proportion to the
respectively designated dividend amounts shall be declared or paid on each
other series of Preferred Stock then issued and outstanding ranking prior to or
on a parity with such particular series with respect to the payment of
dividends. Dividends on Offered Preferred Stock may be either cumulative or
noncumulative.
Liquidation Preference. In the event of any liquidation, dissolution or
winding up of Torchmark, whether voluntary or involuntary, holders of Offered
Preferred Stock of each series (if any shares thereof are then issued and
outstanding) will be entitled to payment of the applicable liquidation price or
prices plus accrued dividends, out of the available assets of Torchmark, in
preference to the holders of Common Stock or any other class of stock ranking
junior to such series of Offered Preferred Stock upon liquidation, dissolution
or winding up.
Redemption and Conversion. Each series of Offered Preferred Stock will be
subject to redemption, if applicable, on such terms, at such prices and on such
dates as may be set forth in the applicable certificates of designations. The
Offered Preferred Stock will not be convertible.
Voting Rights. The holders of the Preferred Stock (including the Offered
Preferred Stock) have no voting rights except as specifically required by
statute and except for certain voting rights specifically provided in
Torchmark's Restated Certificate of Incorporation or the certificates of
designations creating the various series of such stock.
Voting rights of the Offered Preferred Stock will be noncumulative.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Torchmark may, at its option, elect to offer fractional interests in the
Offered Preferred Stock, in which event Torchmark will offer depositary shares
("Depositary Shares"), each of which will represent a fraction (to be set forth
in the Prospectus Supplement relating to a particular series of Offered
Preferred Stock) of a share of a particular series of Offered Preferred Stock
as described below.
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<PAGE>
The Offered Preferred Stock of any series represented by Depositary Shares
will be deposited under a deposit agreement (the "Deposit Agreement") between
Torchmark and a bank or trust company selected by Torchmark having its
principal office in the United States and having, alone or together with its
affiliates, a combined capital and surplus of at least $50,000,000 (the
"Depositary"). Subject to the terms of the Deposit Agreement, each registered
holder of a Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Offered Preferred Stock represented by such Depositary
Share, to all the rights and preferences of the Offered Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights).
The Depositary Shares will be evidenced by depositary receipts ("Depositary
Receipts") issued pursuant to the Deposit Agreement. Depositary Receipts will
be distributed to those persons purchasing the fractional interests in Offered
Preferred Stock in accordance with the terms of the offering set forth in the
applicable Prospectus Supplement. A copy of the form of Deposit Agreement is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part, and the following summary is qualified in it entirety by reference to
such exhibit.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all dividends or other cash distributions
received in respect of the Offered Preferred Stock to the record holders of
Depositary Shares relating to such Offered Preferred Stock in proportion to the
number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto in proportion to the number of such Depositary Shares owned by
such holders, unless the Depositary determines that such distribution cannot be
made proportionately among such holders or that it is not feasible to make such
distribution, in which case the Depositary may, with the approval of Torchmark,
sell such securities or property and distribute the net proceeds from such sale
to such holders or adopt such other method as it deems equitable and
practicable for effecting such distribution.
WITHDRAWAL OF THE OFFERED PREFERRED STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary (unless the related Offered Preferred Stock or Depositary Shares
have previously been called for redemption), and upon payment of the charges
provided in the Deposit Agreement and subject to the terms hereof, the holder
of the Depositary Shares evidenced thereby is entitled to delivery to such
office to or upon his order, of the number of whole shares of Offered Preferred
Stock and any money or other property represented by such Depositary Shares. If
the Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
whole shares of Offered Preferred Stock to be withdrawn, the Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares. Holders of Offered Preferred Stock
thus withdrawn, and any subsequent holders of those shares, will not thereafter
be entitled to deposit such shares under the Deposit Agreement or to receive
Depositary Shares therefor.
REDEMPTION OF DEPOSITARY SHARES
Upon redemption of Offered Preferred Stock represented by Depositary Shares,
the Depositary will redeem, as of the same redemption date, the number of
Depositary Shares representing Offered Preferred Stock so redeemed, provided
Torchmark shall have paid in full to the Depositary the redemption price of the
Offered Preferred Stock to be redeemed plus an amount equal to any accrued and
unpaid dividends thereon to the date fixed for redemption. The redemption price
per Depositary Share will be equal to the applicable fraction of the redemption
price and any other amounts per share payable with respect to the Offered
Preferred Stock. If fewer than all the Depositary Shares are to be redeemed,
the Depositary Shares to be
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<PAGE>
redeemed will be selected by the Depositary by lot or pro rata or by any other
equitable method, in each case as may be determined by Torchmark.
VOTING OF THE OFFERED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Offered
Preferred Stock are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares. Each record holder of such Depositary Shares on the record date (which
will be the same date as the record date for the Offered Preferred Stock) will
be entitled to instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Offered Preferred Stock represented by such
holder's Depositary Shares. The Depositary will endeavor, insofar as
practicable, to vote the number of shares of Offered Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
Torchmark will agree to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting Offered Preferred Stock (but, at its
discretion, not from appearing at any meeting with respect to such Offered
Preferred Stock) to the extent it does not receive specific instructions from
the holders of Depositary Shares representing Offered Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Torchmark and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary Shares then outstanding.
The Deposit Agreement may be terminated by Torchmark upon not less than 60
days' notice, whereupon the Depositary shall deliver or make available to each
holder of Depositary Receipts, upon surrender of the Depositary Receipts held
by such holder, such number of whole or fractional shares of Offered Preferred
Stock represented by such Depositary Receipts. The Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares have been
redeemed, or (ii) there has been a final distribution in respect of the Offered
Preferred Stock in connection with any liquidation, dissolution or winding up
of Torchmark and such distribution has been made to the holders of Depositary
Receipts.
CHARGES OF DEPOSITARY
Torchmark will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Torchmark
will pay the fees and expenses of the Depositary in connection with the
performance of its duties under the Deposit Agreement, to the extent specified
in the Deposit Agreement. Holders of Depositary Receipts will pay transfer and
other taxes and governmental charges.
MISCELLANEOUS
Torchmark will forward to holders of Depositary Shares any reports and
communications that it sends to holders of Offered Preferred Stock. Neither the
Depositary nor Torchmark will be liable if it is prevented from or delayed in,
by law or any circumstances beyond its control, performing its obligations
under the Deposit Agreement. The obligations of Torchmark and the Depositary
under the Deposit Agreement will be limited to performing their duties
thereunder without negligence or willful misconduct, and Torchmark and the
Depositary will not be obligated to prosecute or defend any legal proceeding in
respect of any Depositary Shares or any Offered Preferred Stock unless
satisfactory indemnity is furnished. Torchmark and the Depositary may rely on
advice of counsel or accountants, on information provided by holders of
Depositary Shares or other persons believed to be authorized or competent and
on documents believed to be genuine.
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In the event the Depositary shall receive conflicting claims, requests or
instructions from any holders of Depositary Receipts, on the one hand, and
Torchmark, on the other hand, the Depositary shall be entitled to act on such
claims, requests or instructions received from Torchmark.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Torchmark notice of
its election to do so, and Torchmark may at any time remove the Depositary, any
such resignation or removal to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having, alone or together with its affiliates, a combined
capital and surplus of at least $50,000,000.
TORCHMARK CAPITAL L.L.C.
GENERAL
Torchmark Capital, a subsidiary of Torchmark, is a limited liability company
organized under the laws of the State of Delaware. All of its common limited
liability company interests are beneficially owned by Torchmark or its
affiliates and are non-transferable. Torchmark Capital's principal offices are
located c/o the Manager at the address set forth under "Torchmark." Torchmark
Capital has no board of directors, and all of its business and affairs are
conducted by Torchmark, as the Manager appointed in Torchmark Capital's Limited
Liability Company Agreement, as amended. The location of the principal
executive offices of the Manager is set forth above under "Torchmark."
Torchmark Capital exists solely for the purpose of issuing its common and
preferred limited liability company interests and lending the net proceeds
thereof to Torchmark.
LLC PREFERRED SECURITIES
Torchmark Capital may from time to time issue LLC Preferred Securities, in
one or more series, having terms described in the Prospectus Supplement
relating thereto, including any terms relating to the redemption of the LLC
Preferred Securities upon the occurrence of certain events described in the
Prospectus Supplement. Under Torchmark Capital's Limited Liability Company
Agreement, as amended, the Manager may establish one or more classes or series
of LLC Preferred Securities, having such terms, including distribution,
redemption, voting, liquidation rights and such other preferred or other
special rights or such restrictions, as the Manager may determine, to be set
forth in a Prospectus Supplement. All LLC Preferred Securities of Torchmark
Capital offered by any Prospectus Supplement will be guaranteed by Torchmark to
the limited extent set forth below and in the Prospectus Supplement under
"Guarantee" and may also be entitled to the benefits of certain undertakings of
Torchmark as described below and in the Prospectus Supplement under "Backup
Undertakings." Any special federal income tax, accounting and other
considerations applicable to any offering of LLC Preferred Securities and
related Backup Undertakings will be described in the Prospectus Supplement
relating thereto.
GUARANTEE
Torchmark will irrevocably and unconditionally agree (the "Guarantee"), to
the extent set forth in a Payment and Guarantee Agreement, to pay in full, to
the holders of LLC Preferred Securities of any class or series, the Guarantee
Payments (as defined below), as and when due, regardless of any defense, right
of setoff or counterclaim which Torchmark Capital may have or assert. The
Guarantee will constitute a guarantee of payment and not of collection, and may
be enforced by holders of LLC Preferred Securities directly against Torchmark.
The following payments to the extent not paid by Torchmark Capital (the
"Guarantee Payments") will be subject to the Guarantee (without duplication):
(i) any arrears and accruals of unpaid distributions which have theretofore
been declared on the Preferred Shares of such class or series out of moneys
legally available therefor; (ii) the redemption price including all arrears and
accruals of
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unpaid distributions payable, out of moneys legally available therefor with
respect to any LLC Preferred Securities of such class or series called for
redemption; and (iii) upon a liquidation of Torchmark Capital, the aggregate of
the liquidation preference and all arrears and accruals of unpaid distributions
(whether or not) declared on the LLC Preferred Securities of such class or
series to the date of payment. In addition, the Prospectus Supplement relating
to a class or series of LLC Preferred Securities will describe the rank of the
Guarantee and any additional covenants or other terms of the Guarantee of
Torchmark with respect to such class or series.
BACKUP UNDERTAKINGS
In connection with any class or series of LLC Preferred Securities, Torchmark
may enter into additional arrangements with Torchmark Capital, including
intercompany loan agreements and amendments to Torchmark Capital's Limited
Liability Company Agreement and Certificate of Formation, that operate directly
or indirectly for the benefit of holders of the LLC Preferred Securities. The
Guarantee described above under "Guarantee," the agreement described in the
previous paragraph and any such other arrangements are herein collectively
referred to as "Backup Undertakings" of Torchmark and will be described in the
Prospectus Supplement relating to any class or series of LLC Preferred
Securities to which they apply.
PLAN OF DISTRIBUTION
GENERAL
Torchmark or Torchmark Capital may sell the Securities to or through
underwriters or a group of underwriters, directly to other purchasers, or
through dealers or agents. The distribution of the Securities may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution, and time and
place of delivery, of the offered Securities. Torchmark or Torchmark Capital
also may, from time to time, authorize dealers, acting as Torchmark's or
Torchmark Capital's agents, to solicit offers to purchase the offered
Securities upon the terms and conditions set forth in any Prospectus
Supplement.
In connection with the sale of Securities, underwriters, dealers or agents
may receive compensation from Torchmark or Torchmark Capital or from purchasers
of Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate
in the distribution of Securities may be deemed to be "underwriters," and any
discounts or commissions received by them and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriter, dealer or agent will be
identified, and any such compensation will be described, in the Prospectus
Supplement relating to the offered Securities.
Under agreements which may be entered into by Torchmark and/or Torchmark
Capital, underwriters, dealers and agents that participate in the distribution
of Securities may be entitled to indemnification by Torchmark and/or Torchmark
Capital against certain liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which such underwriters,
dealers and agents may be required to make in connection therewith.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for Torchmark and/or Torchmark Capital in the
ordinary course of business.
Unless otherwise indicated in a Prospectus Supplement, each issuance of
Securities will constitute a new issue of securities with no established
trading market. The Securities may or may not be listed on a national
securities exchange. In the event that Securities offered hereunder are not
listed on a national securities exchange, certain broker-dealers may make a
market in the Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given that any broker-dealer will make a market in the Securities or as to the
liquidity of the trading market for such Securities.
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DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement relating to offered Securities,
Torchmark and/or Torchmark Capital will authorize dealers or other persons
acting as Torchmark's or Torchmark Capital's agents to solicit offers by
certain institutions to purchase Securities from Torchmark and/or Torchmark
Capital pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by Torchmark and/or Torchmark Capital. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The dealers and such other agents will not have any responsibility in
respect of the validity or performance of such contracts.
LEGAL OPINIONS
The legal validity of the Securities will be passed upon for Torchmark and
Torchmark Capital by Hughes & Luce, L.L.P., Dallas, Texas. Hughes & Luce L.L.P.
will also pass upon United States Federal income tax matters, as described
under a Prospectus Supplement relating to the Securities to be offered. Certain
legal matters will be passed upon for the Underwriters by Davis Polk &
Wardwell, New York, New York. In connection with its opinions, Hughes & Luce,
L.L.P. will rely on the opinion of Davis Polk & Wardwell as to matters of New
York law.
EXPERTS
The financial statements and schedules of Torchmark Corporation as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, incorporated by reference herein have been
incorporated by reference in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY PRO-
SPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THIS PROSPECTUS NOR
ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
ANY PROSPECTUS SUPPLEMENT OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information... 2
Incorporation of Certain
Information by Refer-
ence................... 2
Torchmark............... 4
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends.............. 4
Use of Proceeds......... 5
Recent Events........... 5
Selected Consolidated
Financial Information.. 6
Description of Torchmark
Stock.................. 8
Description of Deposi-
tary Shares............ 9
Torchmark Capital
L.L.C. ................ 12
Plan of Distribution.... 13
Legal Opinions.......... 14
Experts................. 14
</TABLE>
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LOGO
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing fee--Securities and Exchange Commission................. $ 68,966
*Printing and engraving expenses................................ 40,000
*Legal fees and expenses........................................ 100,000
*Accounting fees and expenses................................... 5,000
*Blue Sky fees and expenses..................................... 20,000
*Rating agency fees............................................. 120,000
Transfer Agent and Registrar's fees and expenses............... 5,000
*Miscellaneous.................................................. 16,034
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*Total...................................................... $375,000
========
</TABLE>
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* Estimated for the purpose of this Registration Statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article Ninth of the Restated Certificate of Incorporation of
Torchmark provides that a director will not be personally liable to Torchmark
or its stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (a) for any breach of the duty of loyalty to the
Registrant or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
paying a distribution or approving a stock repurchase in violation of the
Delaware General Corporation Law (the "Act"), or (d) for any transaction from
which the director derived an improper personal benefit.
Section 2(a) of Article Ninth provides that each person who was or is made a
party or is threatened to be made a party to, or is involved in, specific
actions, suits or proceedings by reason of the fact that he or she is or was a
director or officer of Torchmark (or is or was serving at the request of
Torchmark as a director, officer, employee or agent for another entity) while
serving in such capacity will be indemnified and held harmless by Torchmark, to
the full extent authorized by the Act, as in effect (or, to the extent
indemnification is broadened, as it may be amended) against all expense,
liability or loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection therewith. With respect to derivative
actions, indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and the Act
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to Torchmark. Rights
conferred hereby are contract rights and include the right to be paid by
Torchmark the expenses incurred in defending the proceedings specified above,
in advance of their final disposition; provided that, if the Act so requires,
such payment will only be made upon delivery to Torchmark by the indemnified
party of an undertaking to repay all amounts advanced if it is ultimately
determined that the person receiving such payments is not entitled to be
indemnified under such Section 2(a) or otherwise. Torchmark may, by action of
its Board of Directors, provide indemnification to its employees and agents
with the same scope and effect as the foregoing indemnification of directors
and officers.
Section 2(b) of Article Ninth provides that persons indemnified under Section
2(a) may bring suit against Torchmark to recover unpaid amounts claimed
thereunder, and that if such suit is successful, the expense of bringing such
suit will be reimbursed by Torchmark. While it is a defense to such a suit that
the person claiming indemnification has not met the applicable standards of
conduct making indemnification permissible under the Act, the burden of proving
the defense is on Torchmark and neither the failure of Torchmark's Board of
Directors, independent legal counsel or the shareholders to have made a
determination that
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indemnification is proper, nor an actual determination that the claimant has
not met the applicable standard of conduct, is a defense to the action or
creates a presumption that the claimant has not met the applicable standard of
conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
paragraphs 2(a) and 2(b) of Article Ninth is not exclusive of any other right
which any person may have or acquire under any statute, provision of the
Certificate of Incorporation or By-Laws, or otherwise. Torchmark may maintain
insurance, at its expense, to protect itself and any directors, officers,
employees or agents of Torchmark or other entity against any expense, liability
or loss, whether or not Torchmark would have the power to indemnify such
persons against such expense, liability or loss under the Act.
ITEM 16. EXHIBITS.
1* --Form of proposed Underwriting Agreement Standard Provisions
(Preferred Stock)
3.1* --Limited Liability Agreement of Torchmark Capital
3.2* --Certificate of Formation of Torchmark Capital
5* --Opinion of Hughes & Luce, L.L.P. as to legality of
securities being registered
12 --Statement re computation of ratio of earnings to combined
fixed charges and preferred stock dividends
24.1* --Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5
hereto)
24.2 --Consent of KPMG Peat Marwick
25* --Powers of Attorney
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* Previously filed.
Exhibits not referred to have been omitted as inapplicable or not required.
ITEM 17. UNDERTAKINGS.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Torchmark's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification by the Registrants for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the provisions described under Item 15
above or otherwise, the Registrants have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TORCHMARK
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF BIRMINGHAM, STATE OF ALABAMA, ON APRIL 25, 1994.
Torchmark Corporation
/s/ R. K. Richey
By----------------------------------
R. K. RICHEY CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TORCHMARK CAPITAL
L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE
CITY OF BIRMINGHAM, STATE OF ALABAMA, ON APRIL 25, 1994.
Torchmark Capital L.L.C.
By: Torchmark Corporation, as
Authorized Person
/s/ Keith A. Tucker
By: --------------------------------
KEITH A. TUCKER VICE CHAIRMAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED FOR
TORCHMARK AND THE AUTHORIZED PERSON ON APRIL 25, 1994.
SIGNATURES TITLE
/s/ R. K. Richey Chairman, Chief
- ------------------------------------- Executive Officer
(R. K. RICHEY) and Director
/s/ Keith A. Tucker Vice Chairman and
- ------------------------------------- Director (Principal
(KEITH A. TUCKER) Financial Officer)
/s/ William T. Graves Executive Vice
- ------------------------------------- President
(WILLIAM T. GRAVES) (Principal
Accounting Officer)
II-4
<PAGE>
SIGNATURES TITLE
---------- -----
Director
- -------------------------------------
(J. P. BRYAN)
* Director
- -------------------------------------
(ROBERT P. DAVISON)
* Director
- -------------------------------------
(JOSEPH M. FARLEY)
* Director
- -------------------------------------
(LOUIS T. HAGOPIAN)
* Director
- -------------------------------------
(C. B. HUDSON)
* Director
- -------------------------------------
(JOSEPH L. LANIER, JR.)
* Director
- -------------------------------------
(HAROLD T. MCCORMICK)
* Director
- -------------------------------------
(JOSEPH W. MORRIS)
* Director
- -------------------------------------
(GEORGE J. RECORDS)
* Director
- -------------------------------------
(YETTA G. SAMFORD, JR.)
*By: /s/ Keith A. Tucker
---------------------------------
(KEITH A. TUCKER) ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT 12
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
Earnings: ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax earnings 277,869 324,082 352,510 380,757 417,870 441,406
Fixed charges and preferred
stock dividends 57,895 62,896 65,053 70,895 67,808 75,819
Less: interest capitalized
included above (2,341) (667) (5,919) (9,065) (4,323) (1,011)
------- ------- ------- ------- ------- -------
Earnings before fixed charges 333,423 386,311 411,644 442,587 481,355 516,214
======= ======= ======= ======= ======= =======
Fixed charges and preferred stock dividends:
Interest expense 40,820 48,149 46,249 50,212 55,661 67,261
Capitalized interest 2,341 667 9,657 16,799 20,373 10,480
Less: imputed capitalized interest* 0 0 3,738 7,734 16,050 9,469
------- ------- ------- ------- ------- -------
Adjusted capitalized interest 2,341 667 5,919 9,065 4,323 1,011
Adjusted preferred dividends 11,966 11,353 10,405 9,121 5,113 5,035
Estimated interest factor of
rental expense 2,768 2,727 2,480 2,497 2,711 2,512
------- ------- ------- ------- ------- -------
Total fixed charges 57,895 62,896 65,053 70,895 67,808 75,819
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 5.8 6.1 6.3 6.2 7.1 6.8
and preferred stock dividends
Earnings before fixed charges 333,423 386,311 411,644 442,587 481,355 516,214
Interest credited for deposit
products 35,403 44,362 57,937 74,613 77,673 76,249
------- ------- ------- ------- ------- -------
Adjusted earnings before fixed charges 368,826 430,673 469,581 517,200 559,028 592,463
======= ======= ======= ======= ======= =======
Fixed charges 57,895 62,896 65,053 70,895 67,808 75,819
Interest credited for deposit
products 35,403 44,362 57,937 74,613 77,673 76,249
------- ------- ------- ------- ------- -------
Adjusted fixed charges 93,298 107,258 122,990 145,508 145,481 152,068
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges
and preferred stock dividends
including interest credited on
deposit products as a fixed charge 4.0 4.0 3.8 3.6 3.8 3.9
======= ======= ======= ======= ======= =======
Rental expense 8,388 8,264 7,516 7,567 8,216 7,611
Estimated interest factor
of rental expense (33%) 2,768 2,727 2,480 2,497 2,711 2,512
Interest credited on deposit products 35,403 44,362 57,937 74,613 77,673 76,249
Preferred dividends 8,000 7,667 6,898 6,116 3,453 3,289
Tax rate** 33.1% 32.5% 33.7% 32.9% 32.5% 34.7%
Adjusted (pretax) preferred dividends 11,966 11,353 10,405 9,121 5,113 5,035
</TABLE>
* Capitalized interest in accordance with SFAS 34 which did not reduce interest
expense
**Percentage computed from tax provision as a percentage of pretax earnings
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Torchmark Corporation:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick
Birmingham, Alabama
April 22, 1994
