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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1996
REGISTRATION NO. 333-11263
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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)
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DELAWARE 63-0780404
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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)
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WILLIAM C. BARCLIFT
VICE PRESIDENT AND GENERAL COUNSEL
TORCHMARK CORPORATION
2001 THIRD AVENUE SOUTH
BIRMINGHAM, ALABAMA 35233
(205) 325-4200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RALPH F. MACDONALD, III, ESQ. JOHN M. BRANDOW, ESQ.
ALSTON & BIRD DAVIS POLK & WARDWELL
ONE ATLANTIC CENTER 450 LEXINGTON AVENUE
1201 WEST PEACHTREE STREET NEW YORK, NEW YORK 10017
ATLANTA, GA 30309-3424 (212) 450-4000
(404) 881-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
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 being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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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 ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SIGNATURES
PURSUANT TO THE REQUIREMENT OF THE SECURITIES ACT, TORCHMARK HEREBY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO ITS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON THE
30TH DAY OF AUGUST, 1996.
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 Amendment
to its Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ R.K. Richey Chairman, Chief August 30, 1996
- ------------------------------------- Executive Officer
(R.K. RICHEY) and Director
* Vice Chairman and August 30, 1996
- ------------------------------------- Director (Principal
(KEITH A. TUCKER) Financial Officer)
* Vice President and August 30, 1996
- ------------------------------------- Chief Accounting
(GARY L. COLEMAN) Officer (Principal
Accounting Officer)
* Director August 30, 1996
- -------------------------------------
(DAVID L. BOREN)
* Director August 30, 1996
- -------------------------------------
(J.P. BRYAN)
* Director August 30, 1996
- -------------------------------------
(JOSEPH M. FARLEY)
II-4
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SIGNATURE TITLE DATE
* Director August 30, 1996
- -------------------------------------
(LOUIS T. HAGOPIAN)
* Director August 30, 1996
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(C. B. HUDSON)
* Director August 30, 1996
- -------------------------------------
(JOSEPH L. LANIER, JR.)
* Director August 30, 1996
- -------------------------------------
(HAROLD T. MCCORMICK)
* Director August 30, 1996
- -------------------------------------
(GEORGE J. RECORDS)
* Director August 30, 1996
- -------------------------------------
(YETTA G. SAMFORD, JR.)
/s/ William C. Barclift
*By _________________________________
(WILLIAM C. BARCLIFT)
(ATTORNEY-IN-FACT)
II-5
