<PAGE>
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TORCHMARK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0780404
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2001 THIRD AVENUE SOUTH
BIRMINGHAM, ALABAMA 35233
(205) 325-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
SAMUEL E. UPCHURCH, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TORCHMARK CORPORATION
2001 THIRD AVENUE SOUTH
BIRMINGHAM, ALABAMA 35233
(205) 325-4255
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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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.
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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(2) PER UNIT(3) PRICE(4) FEE
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- -
<S> <C> <C> <C> <C>
Preferred Stock, $1.00
par value............. $200,000,000 $200,000,000 $68,965.52
Depositary Shares(1)...
</TABLE>
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(1) The consideration for the Depositary Shares is included in that of the
Preferred Stock, par value $1.00 per share.
(2) Within the overall amount of securities being registered hereby, the
maximum number of shares of Preferred Stock 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.
(3) 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.
(4) Estimated solely for the purposes of calculating the registration fee.
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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 JANUARY 19, 1994
PROSPECTUS
$200,000,000
(LOGO OF TORCHMARK CORPORATION APPEARS HERE)
PREFERRED STOCK
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Torchmark Corporation ("Torchmark" or the "Company") 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 ("Depositary Shares") evidenced by depositary receipts, or
any combination of the foregoing, with an aggregate initial public offering
price not to exceed $200,000,000.
The Company 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 ("Securities") 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 dividends 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 Preferred Stock,
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, dividend rate or method of calculation thereof, dates on
which dividends will be payable and dates from which dividends will accrue, any
redemption or sinking fund provisions, as well as 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 the Company is a holding company, the rights of the Company 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 $67 million dollars at September 30,
1993. See "Description of Securities--General."
The Securities may be sold by the Company 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. The Company may indemnify such underwriters, dealers
and agents against certain liabilities, including liabilities under the
Securities Act of 1933. See "Plan of Distribution."
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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.
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This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
January , 1994
<PAGE>
AVAILABLE INFORMATION
Torchmark Corporation (the "Company") 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 by the Company 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 the Company and the Securities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company (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, 1992 ("Form 10-K"), (ii) Form 8-K dated
February 26, 1993, (iii) Quarterly Report on Form 10-Q for the period ended
March 31, 1993, (iv) Form 8 dated April 29, 1993, containing Amendment No. 1 to
Form 10-K, (v) Form 8-K dated June 7, 1993, (vi) Form 10-K/A, dated July 14,
1993, containing Amendment No. 2 to Form 10-K, (vii) Quarterly Report on Form
10-Q for the period ended June 30, 1993, (viii) Quarterly Report on Form 10-Q
for the period ended September 30, 1993, and (ix) Form 8-K dated October 14,
1993.
All reports and other documents subsequently filed by the Company 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.
The Company 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.
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Unless otherwise indicated, currency amounts in this Prospectus and the
Prospectus Supplement are stated in United States dollars ("$" or "U.S.$").
2
<PAGE>
THE COMPANY
The Company, 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, the Company
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, the Company 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. The Company maintains a 24% ownership interest
in Vesta Insurance Group, Inc. ("Vesta"), a property and casualty insurance
holding company, which owns 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 the Company is located at 2001 Third Avenue
South, Birmingham, Alabama 35233, and its telephone number is (205) 325-4200.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of the Company's (consolidated)
earnings to combined fixed charges and preferred stock dividends, for the
periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------ NINE MONTHS ENDED
1988 1989 1990 1991 1992 SEPTEMBER 30, 1993
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to combined
fixed charges and preferred
stock dividends:
Excluding interest credited on
deposit products.................. 5.8 6.1 6.3 6.2 7.1 6.9
Including interest credited on de-
posit products.................... 4.0 4.0 3.8 3.6 3.8 3.8
</TABLE>
For the purpose of computing the ratio of earnings to combined fixed charges
and preferred stock dividends, "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 dividends" represent fixed charges
(as described above) and the pre-tax income required to pay the preferred stock
dividends of the Company.
3
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities offered hereby will be used
for general corporate purposes, which may include, without limitation,
repayment of bank debt, additional capitalization of the Company's insurance
subsidiaries, the repurchase of shares of the Company's Adjustable Rate
Cumulative Preferred Stock, Series A or 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
LITIGATION
In May 1992, litigation was filed against Liberty National Life Insurance
Company in the Circuit Court for Barbour County, Alabama (Robertson v. Liberty
National Life Insurance Company, Case No.: CV-92-021). This suit was amended in
October 1992 to include claims on behalf of a class of Liberty policyholders
alleging fraud in the exchange of certain cancer insurance policies. It seeks
unspecified compensatory and punitive damages. A policyholder class was
certified by the Barbour County Court in March 1993. Additionally, subsequent
to the class certification, more than a hundred separate lawsuits involving
over 400 individual plaintiffs in Alabama, Georgia, Florida and Mississippi and
four additional class action suits based upon substantially the same
allegations as in Robertson have been filed in Mobile County, Alabama (Adair v.
Liberty National Life Insurance Company, Case No.: 93-958 and Lamey v. Liberty
National Life Insurance Company, Case No.: CV 93-1256) and in Polk County,
Florida ( Howell v. Liberty National Life Insurance Company, Case No.: GC-G 93-
2023 and Scott v. Liberty National Life Insurance Company, Case No.: GC-G 93-
2415).
On October 25, 1993, a jury in the Circuit Court for Mobile County rendered a
one million dollar verdict against Liberty National in McAllister v. Liberty
National Life Insurance Company (Case No.: CV 82-4085), one of nineteen suits
involving cancer policy exchanges which were filed prior to class certification
in the Barbour County litigation. Previously, another judge in the Mobile
Circuit Court had granted a summary judgment in favor of Liberty in another
substantially similar suit. Liberty has filed appropriate post-judgment motions
and, if necessary, will appeal the McAllister verdict.
The Barbour County litigation has been tentatively settled pending a fairness
determination by the Court after a hearing scheduled for January 20, 1994.
Class members have been mailed notice of the hearing and the proposed
settlement. In the event the settlement is not approved, the Company intends to
aggressively defend the various cases.
UIMCO GOING-PRIVATE TRANSACTION
On October 1, 1993, UIMCO was merged with and into UIMCO Mergerco, Inc.
("Mergerco"), a wholly-owned subsidiary of the Company pursuant to the terms
and provisions of the Agreement and Plan of Merger dated as of June 2, 1993, as
amended as of August 5, 1993, among UIMCO, Mergerco and the Company (the
"Merger Agreement"). The Merger Agreement was approved at a special meeting of
holders of non-voting common stock of UIMCO held on September 29, 1993, by the
holders of more than a majority of the shares of the non-voting common stock
(other than shares owned by the Company or any of its subsidiaries) actually
voted at the meeting (excluding abstentions). The Merger Agreement provided
that, upon consummation of the merger, the Company would acquire the
approximately 16% of UIMCO that it did not already own, that UIMCO would become
a wholly-owned subsidiary of the Company and that all of UIMCO's non-voting
common stock (other than shares owned by the Company or any of its subsidiaries
and by stockholders who perfect their appraisal rights in accordance with
Delaware law) would be converted to the right to receive $31.25 per share in
cash.
4
<PAGE>
Also, on October 1, 1993, prior to the filing of the merger documents, a
memorandum opinion was issued by the Delaware Chancery Court in the
consolidated action Behrens v. Richey, et al. (Civil Action No. 12876), denying
a motion sought by two of the Company's shareholders to enjoin the proposed
merger. Thereafter, the Certificate of Merger was filed in the State of
Delaware and the merger was consummated.
VESTA OFFERING
The Company and Liberty Management Services, Inc. ("LMS"), its wholly-owned
subsidiary, sold a total of 6,800,000 shares of the common stock of Vesta, a
newly-formed subsidiary serving as the holding company for the Company's
property and casualty insurance subsidiaries, in an underwritten public
offering on November 10, 1993. Additionally, Vesta sold 2,200,000 new shares in
the initial public offering. All shares were sold at $25.00 per share resulting
in a pre-tax net gain of approximately $59 million recorded by the Company.
After completion of the offering, the Company, through LMS, continues to own
27% of the outstanding stock of Vesta and R. K. Richey, Chairman and Chief
Executive Officer of the Company, serves as Chairman of Vesta. Additionally,
another Company subsidiary has loaned Vesta $28,000,000.
TORCH ROYALTY TRUST
On November 17, 1993, the 8.6 million trust units of the $180,600,000 Torch
Royalty Trust were sold in an initial public offering at $21.00 per unit
resulting in a pre-tax net gain of approximately $1.2 million recorded by the
Company. Torch Energy Advisors Incorporated will manage the trust, which has as
its primary assets producing gas properties located in Louisiana, Alabama and
Texas.
5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information for five years
ended December 31, 1992 and for the nine-month periods ended September 30, 1992
and 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." The information for the
nine-month periods ended September 30, 1992 and 1993 was derived from unaudited
financial statements. In the opinion of management, however, all adjustments
necessary for a fair presentation of such information have been included.
Results of interim periods are not necessarily indicative of results for an
entire year.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------------------- ----------------------
1988 1989 1990 1991 1992 1992 1993
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(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
PREMIUM AND POLICY
CHARGES:
Individual life premi-
um.................... $ 403,546 $ 432,235 $ 487,991 $ 524,052 $ 544,467 $ 409,262 $ 416,442
Individual health pre-
mium.................. 681,250 682,680 738,431 769,821 797,855 596,543 603,710
Other premium.......... 71,977 69,521 64,830 71,940 111,640 84,420 115,583
Total.................. 1,156,773 1,184,436 1,291,252 1,365,813 1,453,962 1,090,225 1,135,735
Net investment income... 266,155 308,019 348,412 364,318 382,735 286,569 292,093
Financial services reve-
nue.................... 102,075 108,255 108,561 114,326 133,462 100,505 102,496
Energy operations reve-
nue.................... 14,341 22,239 32,218 54,841 74,014 50,436 65,140
Realized investment
gains (losses)......... (7,712) 547 4,081 4,195 (948) 2,162 2,264
Total revenue........... 1,536,835 1,629,326 1,787,148 1,907,441 2,045,810 1,531,830 1,599,779
Net income.............. 182,406 211,308 229,177 246,489 265,477 198,569 216,147/5/,/6/
Preferred stock divi-
dends.................. 8,000 7,667 6,898 6,116 3,453 2,632 2,467
Net income available to
common shareholders.... 174,406 203,641 222,279 240,373 262,024 195,937 213,680/5/
Net income per common
share.................. 2.10 2.59 2.85 3.13 3.58 2.67 2.90/5/
LIFE INSURANCE SALES:
Individual............. 10,787,454 10,883,275 11,257,778 11,222,307 11,067,341 8,075,985 9,042,766
Group and credit....... 268,861 141,483 -0- -0- -0- -0- -0-
Total.................. 11,056,315 11,024,758 11,257,778 11,222,307 11,067,341 8,075,985 9,042,766
INCREASE (DECREASE) IN
LIFE INSURANCE IN
FORCE:
Individual............. 1,282,126 1,270,987 1,332,430/1/ 1,367,056/2/ 2,237,229 1,502,821 2,361,136
Group and credit....... (296,247) (428,382) (637,697) (86,644) (41,685) (30,350) (8,825)
Total.................. 985,879 842,605 694,733 1,280,412 2,195,544 1,472,471 2,352,311
ANNUALIZED LIFE AND
HEALTH PREMIUM ISSUED:
Individual life........ 102,910 115,900 130,532 134,291 131,726 100,084 96,118
Individual health...... 268,597 232,336 273,290 216,962 224,905 169,380 139,965
Group and credit....... 8,107 3,729 (1,299) (550) -0- -0- -0-
Total.................. 379,614 351,965 402,523 350,703 356,631 269,464 236,083
INCREASE (DECREASE) IN
ANNUALIZED LIFE AND
HEALTH PREMIUM IN
FORCE:
Individual life........ 18,728 30,562 18,364/1/ 16,099/2/ 25,538 20,694 19,101
Individual health...... 29,878 12,228 56,456 11,749 34,346 32,139 1,835
Group and credit....... (562) (1,765) (1,515) (1) (4) (2) -0-
Total.................. 48,044 41,025 73,305 27,847 59,880 52,831 20,936
MUTUAL FUND COLLECTIONS. 643,289 725,558 722,424 765,131 1,024,997 865,307 925,636
PER PREFERRED SHARE
Cash dividends paid.... $ 8.15 $ 7.80 $ 7.50 $ 7.66 $ 7.01 $ 5.65 $ 5.25
PER COMMON SHARE:
Cash dividends paid.... .73 .83 .93 1.00 1.07 .80 .80
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31, AT SEPTEMBER 30,
----------------------------------------------------------- -----------------------
1988 1989 1990 1991 1992 1992 1993
----------- ----------- ----------- ----------- ----------- ----------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and invested as-
sets/3/ ............... $ 3,226,898 $ 3,559,948 $ 4,155,577 $ 4,605,446 $ 4,994,828 $ 4,875,713 $ 5,571,925
Total assets............ 4,428,971 4,921,404 5,535,895 6,160,742 6,770,115 6,589,631 7,569,017
Short-term debt......... 5,271 125,977 779 11,499 276,819 279,240 94,835
Long-term debt.......... 497,463 498,235 529,294 667,125 497,867 504,088 847,482
Shareholders' equity.... 795,617 894,544 943,787 1,079,251 1,115,660 1,054,497 280,133
Per common share/4/.... 8.67 10.02 11.13 13.11 14.54 13.86 16.71
Life insurance in force:
Individual............. 51,678,577 52,949,564 54,619,033 56,041,294 58,278,523 57,544,934 60,640,426
Group and credit....... 1,222,180 793,798 156,101 69,457 27,772 38,288 18,180
Total.................. 52,900,757 53,743,362 54,775,134 56,110,751 58,306,295 57,583,222 60,658,606
Annualized life and
health premium in
force:
Individual life........ 467,970 497,252 543,728 562,541 588,079 583,234 607,180
Individual health...... 717,709 729,937 786,393 798,142 832,488 830,282 834,323
Group and credit....... 3,290 1,525 10 9 5 7 5
Total.................. 1,188,969 1,228,714 1,330,131 1,360,692 1,420,572 1,413,523 1,441,508
Assets under management
at
W&R.................... 8,042,000 8,542,000 8,212,000 10,692,000 12,143,000 11,365,000 13,832,000
</TABLE>
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/1/ The increase in individual life insurance in force is adjusted by $337
million, and the increase in individual life annualized premium in force is
adjusted by $28.1 million, representing the business acquired in the Famlico
acquisition.
/2/ The increase in individual life insurance in force is adjusted by $55
million, and the increase in individual 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 reserve relating to
self-insurance for directors' and officers' liability, guarantee fund
assessments and litigation expenses. On an after-tax basis, adoption of FAS
106 resulted in a charge of $7.1 million, adoption of FAS 109 resulted in an
addition to earnings of $29.5 million, and the addition to the non-operating
expense reserve resulted in a charge of $22.8 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 $12.3 million, of which $9.2
million related to prior years.
/6/ Does not include a pre-tax net gain of approximately $59 million related
to the Vesta Initial Public Offering and a pre-tax net gain of $1.2 million
related to the Torch Royalty Trust Initial Public Offering. These gains were
recorded by the Company in the 4th quarter of 1993.
DESCRIPTION OF TORCHMARK CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At September 30, 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 73,738,763 shares were outstanding, 895,465 shares
were held in treasury, and 67,230,312 shares were held by subsidiaries
and treated as treasury shares .
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.
7
<PAGE>
GENERAL
Since the Company is a holding company, the rights of the Company 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 the Company
may itself be a creditor with recognized claims against that subsidiary. Claims
on the Company'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 the Company or various of its affiliates. Since the Company'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, the Company'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.
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.
The Offered Preferred Stock shall rank on a parity with the Series A
Preferred Stock, but 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.
Pursuant to the Certificate of Designations, Preferences and Rights of the
Series A Preferred Stock (the "Series A Certificate of Designations"), the
dividends payable on shares of the Series A Preferred Stock are adjustable,
being determined in advance of each period at 1.25% less than the highest of
the treasury bill rate, the ten year constant maturity rate (as defined in the
Series A Certificate of Designations), or the twenty year maturity rate (as
defined in the Series A Certificate of Designations). However, the dividend
rate will never be less than 7% nor greater than 13%. The most recent dividend
was paid at a rate of 7%. Such dividends are cumulative and payable quarterly
on February 1, May 1, August 1 and November 1 of each year. These dividends
rights are superior to the dividend rights of the Common Stock and will rank
equally with the dividend rights on the Offered Preferred Stock.
8
<PAGE>
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. The Series A Certificate of Designations provides that the sale,
conveyance, exchange or transfer of all or substantially all of the property or
assets of Torchmark or a consolidation or merger of Torchmark with one or more
corporations shall not be deemed to be a liquidation, dissolution or winding up
of Torchmark.
The amount payable on shares of the Series A Preferred Stock in the event of
any involuntary or voluntary liquidation, dissolution or winding up of the
affairs of Torchmark is $100.00 per share, together with accrued dividends to
the date of dissolution or payment. The liquidation rights of the Series A
Preferred Stock will rank equally with the liquidation rights of Offered
Preferred Stock.
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.
The Series A Preferred Stock is redeemable at the option of Torchmark at any
time, in whole or in part, at a redemption price of $100.00 per share together
with accrued dividends to the date of distribution or payment. The Series A
Preferred Stock is not 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. Torchmark's Series A
Certificate of Designations provides that the vote or consent of the holders of
at least two-thirds of the then outstanding shares of Series A Preferred Stock,
voting separately as a class with all other affected series of preferred stock
ranking on a parity with the Series A Preferred Stock either as to dividends or
upon liquidation, is required to (a) authorize, create, or issue, or increase
the authorized amount of, any class or series of stock ranking prior to the
Series A Preferred Stock as to dividends and upon liquidation; (b) any
amendment, alteration or repeal of the Restated Certificate of Incorporation
which affects adversely the preferences, rights or powers of the Series A
Preferred Stock and any other shares of the same class (if only certain series
are affected, separate votes by the series affected are required). Further, in
the event dividends payments on the Preferred Stock shall be in default in an
amount equivalent to six full quarterly dividends, then the holders of
Preferred Stock, voting separately as a class with all other affected series of
preferred stock ranking on a parity and upon which similar voting rights have
been conferred and are exercisable, shall be entitled to elect two directors of
Torchmark until such time as such dividends shall have been paid or set aside
for payment.
Voting rights of the holders of the Series A Preferred Stock and Common Stock
are, and the voting rights of the Offered Preferred Stock will be,
noncumulative.
The transfer agent and register of the Series A Preferred Stock is First
Chicago Trust Company of New York.
9
<PAGE>
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.
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.
10
<PAGE>
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 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.
11
<PAGE>
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.
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.
PLAN OF DISTRIBUTION
GENERAL
The Company 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. The Company also may, from time to time, authorize dealers, acting
as the Company'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 the Company 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 the Company, underwriters,
dealers and agents that participate in the distribution of Securities may be
entitled to indemnification by the Company 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 the Company in the
ordinary course of business.
12
<PAGE>
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.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement relating to offered Securities,
the Company will authorize dealers or other persons acting as the Company's
agents to solicit offers by certain institutions to purchase Securities from
the Company 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 the Company. 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
Certain matters with respect to the validity of the Securities offered hereby
will be passed upon for the Company by Hughes & Luce, L.L.P., Dallas, Texas,
and for any underwriters, dealers or agents, as the case may be, by Davis Polk
& Wardwell, New York, New York. Hughes & Luce, L.L.P. may rely upon 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, 1992 and 1991 and for each of the years in the three-year period
ended December 31, 1992, 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.
13
<PAGE>
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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.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information... 2
Incorporation of Certain
Information by Refer-
ence.................. 2
The Company............. 3
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends............. 3
Use of Proceeds......... 4
Recent Events........... 4
Selected Consolidated
Financial Information. 6
Description of Torchmark
Capital Stock......... 7
Description of Deposi-
tary Shares........... 10
Plan of Distribution.... 12
Legal Opinions.......... 13
Experts................. 13
</TABLE>
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(LOGO OF TORCHMARK CORPORATION APPEARS HERE)
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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........................................ 50,000
*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............... **
*Miscellaneous.................................................. 10,000
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*Total...................................................... $313,966
========
</TABLE>
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* Estimated for the purpose of this Registration Statement.
**To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article Ninth of the Restated Certificate of Incorporation of
the Registrant provides that a director will not be personally liable to the
Registrant 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 dividend 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 the Registrant (or is or was serving at the request of
the Registrant as a director, officer, employee or agent for another entity)
while serving in such capacity will be indemnified and held harmless by the
Registrant, 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 the Registrant. Rights
conferred hereby are contract rights and include the right to be paid by the
Registrant 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 the Registrant 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. The Registrant 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 the Registrant to recover unpaid amounts claimed
thereunder, and that if such suit is successful, the expense of bringing such
suit will be reimbursed by the Registrant. 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 the Registrant and neither the failure of the
Registrant's Board of Directors, independent legal counsel or the shareholders
to have made a determination that 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.
II-1
<PAGE>
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. The Registrant may
maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of the Registrant or other entity against any
expense, liability or loss, whether or not the Registrant 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)
4.1* --Form of Preferred Stock Certificate
4.2* --Form of Deposit Agreement between Torchmark Corporation and
the Depositary
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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* To be filed by amendment.
Exhibits not referred to have been omitted as inapplicable or not required.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(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.
(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.
II-2
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above or otherwise, the Registrant has 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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, THE REGISTRANT
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON JANUARY 19, 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, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON JANUARY 19, 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)
* Director
- -------------------------------------
(ROBERT P. DAVISON)
* Director
- -------------------------------------
(JOSEPH M. FARLEY)
* Director
- -------------------------------------
(LOUIS T. HAGOPIAN)
* Director
- -------------------------------------
(C. B. HUDSON)
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
* Director
- ------------------------------------
(JOSEPH L. LANIER, JR.)
* Director
- ------------------------------------
(HAROLD T. MCCORMICK)
* Director
- ------------------------------------
(JOSEPH W. MORRIS)
* Director
- ------------------------------------
(GEORGE J. RECORDS)
* Director
- ------------------------------------
(YETTA G. SAMFORD, JR.)
/s/ Samuel E. Upchurch, Jr. Director
- ------------------------------------
(SAMUEL E. UPCHURCH, JR.)
/s/ Samuel E. Upchurch, Jr.
*By:________________________________
(SAMUEL E. UPCHURCH, JR.)
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT 1
TORCHMARK CORPORATION
PROPOSED FORM OF
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (PREFERRED STOCK)
January 19, 1994
<PAGE>
From time to time, Torchmark Corporation, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in
any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions incorporated therein by
reference, is herein referred to as "this Agreement". Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
The Company proposes to issue from time to time shares of its Preferred
Stock, par value $1.00 per share ("Preferred Stock"), in one or more series,
which may be represented by depositary shares ("Depositary Shares" and together
with the Preferred Stock, the "Securities") evidencing depositary receipts.
Such securities may have varying designations, liquidation preferences per
share, dividend rates or methods of calculation of dividend rates, and times of
payment of dividends, offering prices, redemption terms and other terms. Any
such securities are herein sometimes collectively referred to as the "Offered
Securities".
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus or prospectuses
relating to the Securities and will file with, or mail for filing to, the
Commission a prospectus supplement or supplements specifically relating to any
Offered Securities pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Securities Act"). The term "Registration Statement" means the
registration statement as amended to the date of the Underwriting Agreement.
The term "Basic Prospectus" means the prospectus included in the Registration
Statement. The term "Prospectus" means the Basic Prospectus together with the
prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Offered Securities as filed with, or mailed for
filing to, the Commission pursuant to Rule 424. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Offered Securities together with the Basic Prospectus. As used herein,
the terms "Registration Statement", "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the material, if any,
incorporated by reference therein. The term "Underwriters' Securities" means
the Offered Securities to be purchased by the Underwriters herein. The term
"Contract Securities" means the Offered Securities, if any, to be purchased
pursuant to the delayed delivery contracts referred to below.
1
<PAGE>
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager or
Managers named in the Underwriting Agreement (the "Manager") as compensation,
for the accounts of the Underwriters, the fee set forth in the Underwriting
Agreement in respect of the Contract Securities. The Underwriters will not have
any responsibility in respect of the validity or the performance of Delayed
Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Securities comprising the Contract Securities
shall be deducted from the Offered Securities to be purchased by the several
Underwriters and the aggregate amount of Offered Securities to be purchased by
each Underwriter shall be reduced pro rata in proportion to the amount of
Offered Securities set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the Manager determines that
such reduction shall be otherwise and so advises the Company.
The Company and the Underwriters agree as follows:
1. Public Offering. The Company is advised by the Manager that the
Underwriters propose to make a public offering of their respective portions of
the Underwriters' Securities as soon after this Agreement is entered into as in
the Manager's judgment is advisable. The terms of the public offering of the
Underwriters' Securities are set forth in the Prospectus.
2. Payment and Delivery. Payment for the Underwriters' Securities shall be
made by payment in full of the requisite amount of funds specified in the
Underwriting Agreement and in accordance with the procedures set forth in the
Underwriting Agreement, upon delivery to the Manager for the respective
accounts of the several Underwriters of the Underwriters' Securities registered
in such names and in such denominations as the Manager shall request in writing
not less than two full business days prior to the date of delivery. The time
and date of such payment and delivery with respect to the Underwriters'
Securities are herein referred to as the "Closing Date".
2
<PAGE>
3. Conditions of Underwriters' Obligations. The several obligations of the
Underwriters hereunder are subject to the following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission and there shall have been no
material adverse change in the condition of the Company and its subsidiaries,
taken as a whole, from that set forth in the Registration Statement and the
Prospectus; and the Manager shall have received, on the Closing Date, a
certificate, dated the Closing Date and signed by an executive officer of the
Company, to the foregoing effect. Such certificate will also provide that the
representations and warranties of the Company contained herein are true and
correct as of the Closing Date. The officer signing and delivering the
certificate may rely upon the best of his knowledge as to proceedings
threatened.
(b) The Manager shall have received on the Closing Date an opinion of
Samuel E. Upchurch, Jr., Esq., Vice President and General Counsel for the
Company, dated the Closing Date, in substantially the form set forth as
Exhibit A.
(c) The Manager shall have received on the Closing Date an opinion of
Hughes & Luce, L.L.P., special counsel for the Company, dated the Closing
Date, in substantially the form set forth as Exhibit B.
(d) The Manager shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, in
substantially the form set forth as Exhibit C.
(e) The Manager shall have received on the date of the Underwriting
Agreement a letter dated such date and on the Closing Date a letter dated the
Closing Date, in each case in form and substance satisfactory to the Manager,
from KPMG Peat Marwick, independent certified public accountants, containing
statements and information of the type ordinarily included in accountants'
"cold comfort letters" to underwriters with respect to the financial statements
and certain financial information contained or incorporated by reference in
the Registration Statement and the Prospectus.
4. Certain Covenants of the Company. In further consideration of the
agreements of the Underwriters contained in this Agreement, the Company
covenants as follows:
(a) To furnish the Manager, without charge, a copy of the Registration
Statement including exhibits and materials,
3
<PAGE>
if any, incorporated by reference therein and, during the period mentioned in
paragraph (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments thereto as
the Manager may reasonably request. The terms "supplement" and "amendment" or
"amend" as used in this Agreement with respect to the Registration Statement,
Prospectus or preliminary prospectus shall include all documents filed by the
Company with the Commission subsequent to the date of the Basic Prospectus,
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are deemed to be incorporated by reference in the Prospectus;
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish the Manager a
copy of each such proposed amendment or supplement;
(c) If, during such period after the commencement of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered with respect
thereto, any event shall occur as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances then existing, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with law, forthwith
at its own expense, to amend or to supplement the Prospectus and to furnish
such amendment or supplement to the Underwriters, so as to correct such
statement or omission or effect such compliance;
(d) To qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Manager shall
reasonably request and to pay all reasonable expenses (including fees and
disbursements of counsel) in connection with such qualification; and
(e) To make generally available to the Company's security holders as
soon as practicable an earnings statement covering a twelve month period
beginning after the date of the Underwriting Agreement (but in no event
commencing later than 90 days after such date), which shall satisfy the
provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder and to advise the Manager in writing
when such statement has been made available.
5. Representations and Warranties of the Company. The Company represents and
warrants to each Underwriter that (i) each document filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the Prospectus
complied
4
<PAGE>
or will comply when so filed in all material respects with the Exchange Act and
the applicable rules and regulations thereunder, (ii) each part of the
registration statement (including the documents incorporated by reference
therein), filed with the Commission pursuant to the Securities Act relating to
the Offered Securities, when such part became effective, did not contain any
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(iii) each preliminary prospectus, if any, filed pursuant to Rule 424 under the
Securities Act complied when so filed in all material respects with the
Securities Act and the applicable rules and regulations thereunder, (iv) the
Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations thereunder and (v) the
Registration Statement and the Prospectus do not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; except that the above representations and warranties do
not apply to statements or omissions in the Registration Statement, any
preliminary prospectus or the Prospectus based upon information furnished to
the Company in writing by any Underwriter expressly for use therein.
6. Indemnification and Contribution. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except to the extent that such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by any Underwriter expressly for use therein; provided, however, that
the foregoing indemnity with respect to preliminary prospectuses shall not
inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) from whom the person asserting any such losses,
claims, damages or liabilities purchased Offered Securities if such untrue
statement or omission or alleged untrue statement or omission made in any
preliminary
5
<PAGE>
prospectus is eliminated or remedied in the Prospectus (copies of which were
delivered to such Underwriter) and a copy of the Prospectus (excluding
documents incorporated by reference) has not been furnished to such person at
or prior to the written confirmation of the sale of such Offered Securities to
such person.
(b) Each Underwriter agrees to indemnify and hold harmless the Company,
its directors, its officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating
to such Underwriter furnished in writing by such Underwriter expressly for use
in the Registration Statement, any preliminary prospectus or the Prospectus.
(c) If any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all such indemnified parties, and that all such fees and
expenses shall be paid as they are incurred. Such firm shall be designated in
writing by the Manager in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of parties
indemnified pursuant to the immediately preceding paragraph. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying
6
<PAGE>
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party under Section 6(b) or 6(c) in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on
the one hand and the Underwriters on the other in connection with the Offering
of the Offered Securities shall be deemed to be in the same proportion as the
total net proceeds from the offering of such Offered Securities (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters in respect thereof. The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(e) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
7
<PAGE>
Notwithstanding the provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities underwritten and distributed to the
public by such Underwriter were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriter's
obligations to contribute pursuant to this Section 6 are several, in
proportion to the respective amounts of Offered Securities purchased by each of
such Underwriters, and not joint.
(f) The indemnity and contribution agreements contained in this Section
6 and the representations and warranties of the Company in this Agreement shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any Underwriter
or on behalf of any Underwriter or any person controlling any Underwriter or
buyer on behalf of the Company, its directors or officers or any person
controlling the Company and (iii) acceptance of and payment for any of the
Offered Securities.
7. Termination in Certain Events. This Agreement shall be subject to
termination in the absolute discretion of the Manager, by notice given to the
Company, if (a) after the execution and delivery of this Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or materially
limited on the New York Stock Exchange or on any other exchange on which the
Offered Securities are listed, (ii) a general moratorium on commercial banking
activities in the State of New York shall have been declared by either Federal
or New York State authorities, (iii) there shall have occurred any material
outbreak or escalation of hostilities or other national or international
calamity or crisis of such magnitude and severity in its effect on the
financial markets of the United States, or (iv) trading of any securities of or
guaranteed by the Company shall have been suspended on any exchange or in any
over-the-counter market, and (b) such event singly or together with any other
such event makes it, in the
8
<PAGE>
reasonable judgment of the Manager, impracticable to market the Offered
Securities on the terms and in the manner contemplated in the Prospectus.
8. Defaulting Underwriters. If any one or more of the Underwriters shall
default in its or their obligations to take up and pay for the Offered
Securities or otherwise fail or refuse to purchase Offered Securities which it
or they have agreed to purchase hereunder, and the aggregate number of shares
or depositary shares of Offered Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than
one-tenth of the aggregate number of shares or depositary shares of the Offered
Securities, the non-defaulting Underwriters or the Company may make
arrangements satisfactory to the Company and the non-defaulting Underwriters
for the purchase of such Offered Securities, but if no such arrangements are
made, the non-defaulting Underwriters shall be obligated severally in the
proportions which the aggregate number of shares or depositary shares of
Offered Securities set forth opposite their names in the Underwriting Agreement
bear to the aggregate number of shares or depositary shares of Offered
Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Manager may specify, to
purchase the Underwriters' Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase; provided that in no
event shall the number of shares or depositary shares of Offered Securities
which any non-defaulting Underwriter has agreed to purchase pursuant to the
Underwriting Agreement be increased pursuant to this paragraph by an amount in
excess of one-ninth of such number of shares or depositary shares of Offered
Securities without the written consent of such non-defaulting Underwriter. In
any such case either the Manager or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. If
any Underwriter or Underwriters shall fail or refuse to purchase Offered
Securities and the aggregate number of shares or depositary shares of Offered
Securities with respect to which such default occurs is more than one-tenth of
the aggregate number of shares or depositary shares of the Offered Securities,
and arrangements satisfactory to the Manager and the Company for the purchase
of such Offered Securities are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or of the Company. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
9
<PAGE>
9. Reimbursement of Underwriters' Expenses. If this Agreement shall be
terminated by the Underwriters or any of them because of any failure or refusal
on the part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company shall be unable
to perform its obligations under this Agreement, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement, with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel itemized in detail reasonably
satisfactory to the Company) reasonably incurred by such Underwriters in
connection with the Offered Securities.
10. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
12. Parties In Interest. This Agreement has been and is made solely for the
benefit of the Underwriters and the Company, and the controlling persons,
directors and officers referred to in Section 6 hereof, and their respective
successors, assigns, executors and administrators. No other person shall
acquire or have any right under or by virtue of this Agreement.
13. Section Headings. The Section headings in this Agreement have been
inserted as a matter of convenience of reference and are not a part of this
Agreement.
10
<PAGE>
Schedule I
DELAYED DELIVERY CONTRACT
_____________, 199_
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
Dear Sirs:
The undersigned hereby agrees to purchase from Torchmark Corporation, a
Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned shares of the Company's [title of issue] (the "Offered
Securities")] offered by the Company's Prospectus dated _________ __, 1994 and
Prospectus Supplement dated ___________, 199_, receipt of copies of which is
hereby acknowledged, at a purchase price of , plus accrued dividends
on the Offered Securities from ___________, 199_ to the delivery date or
dates thereof and on the further terms and conditions set forth in this
contract.
The undersigned does not contemplate selling Offered Securities prior to making
payment therefor.
The undersigned will purchase from the Company the amounts of Offered Securities
on the delivery dates set forth below:
11
<PAGE>
Each such date on which Offered Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".
Payment for the Offered Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made in U.S. dollars (specify foreign currency
or currency unit if payment is to be made otherwise than in U.S. dollars) by
certified or official bank check or checks payable to the Company or by bank
wire transfer) (by bank wire transfer) (in New York Clearing House funds) (in
immediately available funds) at the office of , New York, N.Y., at
10:00 A.M. (New York time) on the Delivery Date, upon delivery to the
undersigned of the Offered Securities to be purchased by the undersigned on
the Delivery Date, in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for the
Offered Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Offered Securities to be made by the undersigned shall not
at the time of delivery be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Company shall have sold, and
delivery shall have taken place to the underwriters (the "Underwriters") named
in the Prospectus Supplement referred to above of, such part of the Offered
Securities as is to be sold to them. Promptly after completion of sale and
delivery to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.
12
<PAGE>
Failure to take delivery of and make payment for Offered Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested that the Company
sign the form of acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This will become a
binding contract, as of the date first above written, between the Company and
the undersigned when such counterpart is so mailed or delivered.
This contract shall be governed by and construed in accordance with the laws of
the State of New York.
Yours very truly,
___________________________________
(Purchaser)
By:_________________________________
___________________________________
(Title)
___________________________________
___________________________________
(Address)
Accepted:
TORCHMARK CORPORATION
By:________________________
Title:
PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING
13
<PAGE>
The name, telephone number and department of the representatives of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
are as follows: (Please print.)
Name Telephone No. Department
(Including Area Code)
14
<PAGE>
EXHIBIT A
FORM OF OPINION OF SAMUEL E. UPCHURCH, JR., ESQ.
COUNSEL FOR THE COMPANY
[Date]
(Name and Address of Manager)
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Torchmark
Corporation, a Delaware corporation (the "Company"), and, as such, have served
as counsel for the Company in connection with the issuance and sale to the
several Underwriters named in the Underwriting Agreement dated
(the "Underwriting Agreement") of shares of Preferred Stock, par
value $1.00 per share ("Preferred Stock"), in one or more series, which may be
represented by depositary shares ("Depositary Shares" and together with the
Preferred Stock, the "Securities") evidencing depositary receipts, of the
Company.
I am familiar with and have examined such documents and records as I
deemed necessary to render this opinion, including the following:
[to be added]
In my examination I have assumed but have not independently verified the
genuineness of all signatures on all documents examined by me, the conformity
to original documents of all documents submitted to us as certified or
facsimile copies and the authenticity of all such documents.
Based on the foregoing, and subject to the qualifications hereinafter set
forth, I am of the opinion that:
(i) the Company (l) has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Prospectus and (2) is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its
15
<PAGE>
business or its ownership or leasing of property requires such qualification;
(ii) each of Liberty National Life Insurance Company, Globe Life And
Accident Insurance Company, United American Insurance Company and United
Investors Management Company (collectively the "Designated Subsidiaries"), (l)
has been duly incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectuses and (2)
all of the issued shares of capital stock of each such Designated Subsidiary
have been duly and validly authorized and issued, are fully paid and
nonassessable and are wholly-owned directly or indirectly by the Company free
and clear of any encumbrance, equity or claim;
(iii) each Designated Subsidiary is duly qualified and/or licensed to
transact the business of insurance and is in good standing in each jurisdiction
in which, during either of the last two calendar years, it wrote five percent
(5%) or more of the total premiums written by it;
(iv) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company
except as rights to indemnity and contribution thereunder may be limited under
applicable law;
[(v) the Delayed Delivery Contracts have been duly authorized, executed
and delivered by the Company and are valid and binding agreements of the
Company in accordance with their terms;]
(vi) the execution and delivery by the Company of, and the performance
by the Company of its obligations under, the Underwriting Agreement, and the
issuance and sale of the Securities as contemplated in the Underwriting
Agreement, will not contravene any provision of applicable law or the
Certificate of Incorporation or By-Laws, as amended, of the Company or, to my
knowledge, any agreement or other instrument binding upon the Company, and no
consent, approval or authorization of any governmental body or agency is
required for the performance by the Company of its obligations under the
Underwriting Agreement, except as are specified and have been obtained;
(vii) after due inquiry, I do not know of any legal or governmental
proceeding pending or threatened to which the Company or any of its
subsidiaries is a party or to which any property of the Company or any of its
subsidiaries is subject
16
<PAGE>
which is required to be described in the Registration Statement or the
Prospectus and is not so described or of any contract or other document which
is required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement which is not described
or filed as required; and
(viii) I am of the opinion that each document incorporated by reference in
the Registration Statement and the Prospectus (other than the financial
statements, notes, and schedules and other financial and statistical data
included or incorporated by reference in such documents, as to which I express
no opinion) complied as to form when filed with the Securities and Exchange
Commission in all material respects with the Securities Act of 1933, as
amended, and the rules and the regulations of the Securities and Exchange
Commission thereunder.
I am licensed to practice law only in the State of Alabama, and,
accordingly, I offer no opinion as to the application of decisions or statutory
law (including conflict of law rules) of any jurisdiction other than the States
of Alabama and Delaware and the United States of America. As to all matters
governed by the laws of the State of New York, I have relied on the opinion
dated today of your counsel, Davis Polk & Wardwell.
This opinion is delivered pursuant to Section 3(b) of the Underwriting
Agreement and is intended solely for your use as Underwriters. As such, it may
not be relied upon by any other person or for any other purpose other than for
the legal conclusions expressed herein.
Very truly yours,
Samuel E. Upchurch, Jr., Esq.
17
<PAGE>
EXHIBIT B
FORM OF OPINION OF HUGHES & LUCE, L.L.P.
SPECIAL COUNSEL FOR THE COMPANY
[Date]
[Name and Address of Manager]
Ladies and Gentlemen:
We have acted as special counsel for Torchmark Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company to the several Underwriters named in the Underwriting Agreement dated
(the "Underwriting Agreement") of shares of Preferred Stock, par
value $1.00 per share ("Preferred Stock"), in one or more series, which may be
represented by depositary shares ("Depositary Shares" and together with the
Preferred Stock, the "Securities") evidencing depositary receipts, of the
Company. Terms used in this opinion and not otherwise defined have the same
meanings as in the Underwriting Agreement.
As special counsel we have examined the Underwriting Agreement, the forms
of Securities, the Registration Statement and the Prospectus, and originals or
copies of certain corporate documents of the Company; certificates and
statements of public officials, corporate agents, officers of the Company, and
other persons; and such other documents as we have deemed necessary as a basis
for our opinions set forth below. In this connection, we have assumed the
genuineness of all signatures and the authenticity and correctness of all
copies of documents examined. Also, we have relied upon such certificates and
statements of public officials, corporate agents, officers of the Company, and
other persons with respect to the accuracy of material factual matters that
were not independently established.
Based on the foregoing, and subject to the qualifications hereinafter set
forth, we are of the opinion that:
(i) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company;
18
<PAGE>
(ii) the Securities have been duly and validly authorized and issued and,
when delivered to and paid for by the Underwriters in accordance with the
Underwriting Agreement [or by institutional investors pursuant to Delayed
Delivery Contracts], will be fully paid and non assessable;
(iii) the statements in the Prospectus under "Description of Torchmark
Capital Stock" and ["Underwriting" or "Plan of Distribution", as applicable],
and the statements in the Registration Statement, insofar as such statements
constitute a summary of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to such legal
matters, documents and proceedings;
(iv) we are of the opinion that the Registration Statement and the
Prospectus (other than the financial statements, notes, and schedules and other
financial and statistical data included or incorporated by reference in such
documents, as to which we express no opinion) comply as to form in all material
respects with the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder.
We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Registration Statement or Prospectus. We have generally reviewed and
discussed with your representatives and with certain officers and employees of,
and counsel and independent public accountants for, the Company the information
furnished, whether or not subject to our check and verification. On the basis
of such consideration, review and discussion, but without independent check or
verification, except as stated, (1) we have no reason to believe that the
Registration Statement and the Prospectus included therein (other than the
financial statements, notes, and schedules and other financial and statistical
data included or incorporated by reference in such documents, as to which we
express no belief) at the time the registration statement became effective
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (2) we have no reason to believe that (except as
aforesaid) the Registration Statement and the Prospectus, as of the date of the
Prospectus
19
<PAGE>
Supplement, contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein not misleading,
or that the Prospectus, as of the date hereof, contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
We are members of the Bar of the State of Texas, and this opinion is
limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Delaware, and the United States of America. As
to all matters governed by the laws of the State of New York, we have relied on
the opinion dated today of your counsel, Davis Polk & Wardwell.
This opinion is being delivered to you in connection with the Underwriting
Agreement and the transactions contemplated by the Underwriting Agreement, and
may not be relied on by any other person or for any other purpose without our
prior written consent.
Very truly yours,
Hughes & Luce, L.L.P.
20
<PAGE>
EXHIBIT C
FORM OF OPINION OF DAVIS POLK & WARDWELL
COUNSEL FOR THE UNDERWRITERS
[Date]
[Name and Address of Manager]
Ladies and Gentlemen:
We have acted as counsel for you, as representative of the several
underwriters (the "Underwriters") named in the Underwriting Agreement dated
(the "Underwriting Agreement") with Torchmark Corporation (the
"Company"), in connection with the purchase by the several Underwriters of
shares of Preferred Stock, par value $1.00 per share ("Preferred Stock"), in
one or more series, which may be represented by depositary shares ("Depositary
Shares" and together with the Preferred Stock, the "Securities") evidencing
depositary receipts, of the Company. Terms used in this opinion and not
otherwise defined have the same meanings as in the Underwriting Agreement.
We have examined an executed copy of the Underwriting Agreement, [and of
certain delayed delivery contracts substantially in the form of Schedule I
attached to the Underwriting Agreement (the "Delayed Delivery Contracts")] and
forms of the Securities. We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.
We have participated in the preparation of the Company's registration
statement on Form S-3 (File No. 33- ) [and Amendment No. 1 thereto] (other
than, in each case, the documents incorporated by reference in the prospectus
included therein (the "Incorporated Documents")) filed with the Securities and
Exchange commission (the "Commission") pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"). Although we did not
participate in the preparation of the Incorporated Documents, we have reviewed
such documents. In addition, we have reviewed evidence that
21
<PAGE>
the registration statement [as amended] was declared effective under the Act.
The registration statement (including the Incorporated Documents and the
prospectus supplement dated ___________, 199_ specifically relating to the
Securities (the "Prospectus Supplement")) as amended to the date of the
Prospectus Supplement is hereinafter referred to as the "Registration
Statement", and the prospectus included in the Registration Statement as
supplemented by the Prospectus Supplement is hereinafter referred to as the
"Prospectus".
Upon the basis of the foregoing, we are of the opinion that:
(i) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company,
except as rights to indemnity and contribution thereunder may be limited by
applicable law; and
[(ii) the Delayed Delivery Contracts have been duly authorized, executed
and delivered by the Company and are valid and binding agreements of the
Company.]
We have considered the matters required to be included in the Registration
Statement and Prospectus and the information contain therein. In our opinion,
the statements in the Prospectus under the captions "Description of Torchmark
Capital Stock" and ["Underwriting" or "Plan of Distribution", as applicable],
insofar as such statements constitute a summary of the documents referred to
therein, fairly present the information called for with respect to such
documents.
We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Registration Statement or Prospectus. We have generally reviewed and
discussed with your representatives and with certain officers and employees of
and independent public accountants for, the Company the information furnished,
whether or not subject to our check and verification. On the basis of such
consideration, review and discussion, but without independent check or
verification, except as stated, (i) we are of the opinion that the Registration
Statement and Prospectus (other than the financial statements, notes, and
schedules and other financial and statistical data included or incorporated by
reference in such documents, as to which we express no opinion) comply as to
form in all material respects with the
22
<PAGE>
Act and the rules and regulations of the Commission thereunder, and (ii) we
have no reason to believe that the Registration Statement and Prospectus (other
than the financial statements, notes, and schedules and other financial and
statistical data included or incorporated by reference in such documents, as to
which we express no opinion), as of the date of the Prospectus Supplement,
contained any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein not misleading or that
the Prospectus (except as aforesaid), as of the date hereof, contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
We have examined the opinions of Samuel E. Upchurch, Jr., Esq., counsel for
the Company and Hughes & Luce, L.L.P., special counsel for the Company, each
dated today and delivered to you pursuant to Articles 3(b) and 3(c)
respectively of the Underwriting Agreement, and we believe that such opinions
are substantially responsive to the requirements therefor. We have also
examined the letters dated [date] and today of KPMG Peat Marwick, independent
public accountants, relating to the financial statements included in the
Registration Statement and certain other matters referred to in such letters.
We participated in discussions with representatives of KPMG Peat Marwick, and
your representatives relating to the forms of such letters and we believe that
they are substantially in the forms agreed to.
Very truly yours,
23
<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 277,869 324,082 352,510 380,757 417,870 314,557
Fixed charges and preferred
stock dividends 57,895 62,896 65,053 70,895 67,808 53,458
Less: interest capitalized
included above (2,341) (667) (5,919) (9,065) (4,323) (333)
------- ------- ------- ------- ------- -------
Earnings before fixed charges 333,423 386,311 411,644 442,587 481,355 367,682
======= ======= ======= ======= ======= =======
Fixed charges and preferred stock dividends:
Interest expense 40,820 48,149 46,249 50,212 55,661 47,420
Capitalized interest 2,341 667 9,657 16,799 20,373 9,897
Less: imputed capitalized interest* 0 0 3,738 7,734 16,050 9,564
------- ------- ------- ------- ------- -------
Adjusted capitalized interest 2,341 667 5,919 9,065 4,323 333
Adjusted preferred dividends** 11,966 11,353 10,405 9,121 5,113 3,817
Estimated interest factor of
rental expense 2,768 2,727 2,480 2,497 2,711 1,888
------- ------- ------- ------- ------- -------
Total fixed charges 57,895 62,896 65,053 70,895 67,808 53,458
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 5.8 6.1 6.3 6.2 7.1 6.9
and preferred stock dividends
Earnings before fixed charges 333,423 386,311 411,644 442,587 481,355 367,682
Interest credited for deposit
products 35,403 44,362 57,937 74,613 77,673 57,082
------- ------- ------- ------- ------- -------
Adjusted earnings before fixed charges 368,826 430,673 459,581 517,200 559,028 424,764
======= ======= ======= ======= ======= =======
Fixed charges 57,895 62,896 65,053 70,895 67,808 53,458
Interest credited for deposit
products 35,403 44,362 57,937 74,613 77,673 57,082
------- ------- ------- ------- ------- -------
Adjusted fixed charges 93,298 107,258 122,990 145,508 145,481 110,540
======= ======= ======= ======= ======= =======
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 3.8
======= ======= ======= ======= ======= =======
</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
January 18, 1994
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Robert P. Davison
----------------------------
Robert P. Davison
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Joseph M. Farley
----------------------------
Joseph M. Farley
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Louis T. Hagopian
----------------------------
Louis T. Hagopian
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer and director of Torchmark Corporation constitutes
and appoints R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E.
Upchurch, Jr., and each of them severally, his true and lawful
attorneys-in-fact for him and in his name, place and stead, in any and all
capacities, to sign the Form S-3 Registration Statement for up to $300,000,000
aggregate principal amount of debt securities and preferred stock and any and
all amendments and post-effective amendments thereto, and to file the same with
all exhibits thereto and other documents required in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ C. B. Hudson
----------------------------
C. B. Hudson
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Joseph L. Lanier, Jr
----------------------------
Joseph L. Lanier, Jr
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Harold T. McCormick
----------------------------
Harold T. McCormick
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Joseph W. Morris
----------------------------
Joseph W. Morris
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ George J. Records
----------------------------
George J. Records
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer and director of Torchmark Corporation constitutes
and appoints Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr., and
each of them severally, his true and lawful attorneys-in-fact for him and in his
name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ R. K. Richey
----------------------------
R. K. Richey
Chairman and Chief Executive Officer
and Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation constitutes and appoints
R. K. Richey, Keith A. Tucker, William T. Graves and Samuel E. Upchurch, Jr.,
and each of them severally, his true and lawful attorneys-in-fact for him and in
his name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Yetta G. Samford, Jr.
----------------------------
Yetta G. Samford, Jr.
Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer and director of Torchmark Corporation constitutes
and appoints R. K. Richey, William T. Graves and Samuel E. Upchurch, Jr., and
each of them severally, his true and lawful attorneys-in-fact for him and in his
name, place and stead, in any and all capacities, to sign the Form S-3
Registration Statement for up to $300,000,000 aggregate principal amount of debt
securities and preferred stock and any and all amendments and post-effective
amendments thereto, and to file the same with all exhibits thereto and other
documents required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Keith A. Tucker
----------------------------
Keith A. Tucker
Vice Chairman and Director
Date: 12/22/93
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer and director of Torchmark Corporation constitutes
and appoints R. K. Richey, Keith A. Tucker and William T. Graves, and each of
them severally, his true and lawful attorneys-in-fact for him and in his name,
place and stead, in any and all capacities, to sign the Form S-3 Registration
Statement for up to $300,000,000 aggregate principal amount of debt securities
and preferred stock and any and all amendments and post-effective amendments
thereto, and to file the same with all exhibits thereto and other documents
required in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all said attorneys-in-fact and
agents or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and
on the date indicated below.
/s/ Samuel E. Upchurch, Jr.
----------------------------------
Samuel E. Upchurch, Jr.
Vice President, General Counsel &
Secretary and Director
Date: 12/22/93
