<PAGE>
LOGO
May 28, 1997
To the Stockholders of
Torchmark Corporation:
Torchmark will hold a special meeting of stockholders in the auditorium at
the executive offices of the Company, 2001 Third Avenue South, Birmingham,
Alabama at 10:00 a.m., Central Daylight Time, on Monday, June 23, 1997, to
consider a proposal of the Board of Directors to amend the Restated
Certificate of Incorporation of the Company to increase the authorized capital
and authorized common stock of the Company. The Board of Directors has stated
that it will declare a 100% stock dividend on the Company's common stock if
this amendment is approved by shareholders.
The accompanying formal notice and proxy statement discusses the proposal
which will be presented for a stockholder vote. If you have any questions or
comments about this proposal, we will be pleased to hear from you.
It is important that your shares be voted at this meeting. Please mark,
sign, and return your proxy. If you attend the meeting in person, you may
withdraw your proxy and vote your stock if you desire to do so.
Sincerely,
LOGO
R. K. Richey
Chairman & Chief Executive Officer
LOGO
Keith A. Tucker
Vice Chairman
<PAGE>
---------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 23, 1997
---------------------------------
To the Holders of Common Stock of
Torchmark Corporation
A special meeting of stockholders of Torchmark Corporation will be held at
the executive offices of the Company, 2001 Third Avenue South, Birmingham,
Alabama 35233 on Monday, June 23, 1997 at 10:00 a.m., Central Daylight Time,
for the following purposes:
(1) To consider and act upon a proposed amendment to the Restated
Certificate of Incorporation which would increase the authorized capital of
the Company to $325,000,000 and the authorized number of shares of common
stock from 160,000,000 shares, $1.00 par value, to 320,000,000 shares,
$1.00 par value.
(2) To transact such other business as may properly come before the
meeting.
These matters are more fully discussed in the accompanying proxy statement.
The close of business on Friday, May 23, 1997 has been fixed as the date for
determining the stockholders who are entitled to notice of and to vote at the
special meeting. All stockholders, whether or not they expect to attend the
special meeting in person, are requested to mark, date, sign, and return the
enclosed form of proxy in the accompanying envelope. Your proxy may be revoked
at any time before it is voted.
The special meeting for which this notice is given may be adjourned from
time to time without further notice other than announcement at the meeting or
any adjournment thereof. Any business for which notice is hereby given may be
transacted at any such adjourned meeting.
By Order of the Board of Directors
Carol A. McCoy
LOGO
Associate Counsel & Secretary
Birmingham, Alabama
May 28, 1997
<PAGE>
PROXY STATEMENT
SOLICITATION OF PROXIES
The Board of Directors of Torchmark Corporation (the "Company" or
"Torchmark") solicits your proxy in the form enclosed with this statement for
use at a special meeting of stockholders to be held at the executive offices
of the Company, 2001 Third Avenue South, Birmingham, Alabama 35233 at 10:00
a.m., Central Daylight Time, on Monday, June 23, 1997, and at any adjournment
of such meeting. R. K. Richey and Keith A. Tucker are named as proxies in the
form and have been designated as directors' proxies by the Board of Directors.
When the enclosed proxy/direction card is returned, properly executed, and
in time for the meeting, the shares represented thereby will be voted at the
meeting. All proxies will be voted in accordance with the instructions set
forth on the proxy/direction card, but if proxies which are executed and
returned do not specify a vote on the proposal considered, the proxies will be
voted FOR such proposal. Any stockholder giving a proxy has the right to
revoke it by giving written notice of revocation to the Secretary of the
Company (at the address set forth above) at any time before the proxy is
voted.
The card is considered to be voting instructions furnished to the respective
trustees of the Torchmark Corporation Savings and Investment Plan, the United
Investors Management Company Savings and Investment Plan, the Liberty National
Life Insurance Company 401(k) Plan and the Profit-Sharing and Retirement Plan
of Liberty National Life Insurance Company with respect to shares allocated to
individual accounts under such plans. To the extent that account information
is the same, participants in one or more of the plans who are also
shareholders of record will receive a single card representing all shares. If
a plan participant does not return a proxy/direction card to the Company, the
trustees of a plan in which shares are allocated to his or her individual
account will vote such shares in the same proportion as the total shares in
such plan for which directions have been received.
A simple majority vote of the holders of the issued and outstanding common
stock of the Company represented in person or by proxy at the stockholders
meeting is required to adopt the amendment to the Company's Restated
Certificate of Incorporation. Abstentions are considered as shares present and
entitled to vote and therefore have the same legal effect as a vote against a
matter presented at the meeting. Any shares regarding which a broker or
nominee does not have discretionary voting authority under applicable New York
Stock Exchange rules will be considered as shares not entitled to vote and
will therefore not be considered in the tabulation of the votes.
RECORD DATE AND VOTING STOCK
Each stockholder of record at the close of business on May 23, 1997 is
entitled to one vote for each share of common stock held on that date upon
each matter to be voted on by the stockholders at the meeting. At the close of
business on May 23, 1997, there were shares of common capital stock of
the Company outstanding (not including shares held by the Company and
its subsidiaries which are non-voting while so held). There is no cumulative
voting of the common stock.
1
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PRINCIPAL STOCKHOLDERS
The following table lists all persons known to be the beneficial owner of
more than five percent of the Company's outstanding common stock as of
December 31, 1996.
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES(1) CLASS
---------------- ------------------- ----------
<S> <C> <C>
INVESCO PLC 4,225,127 6.0%
11 Devonshire Square
London EC2M 4YR
England
</TABLE>
- --------
(1) All stock reported is held by holding companies (INVESCO North American
Group, Ltd, INVESCO Group Services, Inc., INVESCO, Inc. and INVESCO North
American Holdings, Inc.) and an investment advisor (INVESCO Capital
Management, Inc.), which are subsidiaries of INVESCO PLC. These entities
share the voting and the dispositive power over the shares and have
disclaimed beneficial ownership of such stock.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows certain information about stock ownership of the
directors and executive officers.
<TABLE>
<CAPTION>
COMPANY COMMON STOCK
OR OPTIONS BENEFICIALLY
OWNED AS OF
MAY 1, 1997(1)
-------------------------
NAME DIRECTLY(2) INDIRECTLY(3)
---- ----------- -------------
<S> <C> <C>
David L. Boren........................................ 150 0
Norman, OK
Joseph M. Farley...................................... 61,805 3,000
Birmingham, AL
Louis T. Hagopian..................................... 61,718 0
Darien, CT
C. B. Hudson.......................................... 749,484 11,699
Plano, TX
Joseph L. Lanier, Jr. ................................ 59,501 9,456
Lanett, AL
Harold T. McCormick .................................. 12,000 0
Panama City, FL
George J. Records..................................... 11,000 0
Oklahoma City, OK
R. K. Richey.......................................... 402,402 791,333
Birmingham, AL
Keith A. Tucker....................................... 214,612 27,871
Kansas City, MO
Henry J. Herrmann..................................... 101,750 2,508
Overland Park, KS
Bernard Rapoport...................................... 10,000 0
Waco, TX
All Directors and Executive Officers as a group:(4)... 1,684,422 845,867
</TABLE>
- --------
(1) No directors, director nominees or executive officers other than R. K.
Richey (1.66%) and C.B. Hudson (1.05%) beneficially own 1% or more of the
common stock of the Company.
(2) Includes: for Joseph Farley, 39,000 shares; for Joseph Lanier, 49,001
shares; for Louis Hagopian, 54,218 shares; for Harold McCormick, 12,000
shares; for George Records, 9,000 shares; for R. K. Richey, 286,221
shares; for C. B. Hudson, 414,744 shares; for Keith Tucker, 178,612
shares; for Henry Herrmann, 99,100 shares; for Bernard Rapoport, 10,000
shares and for all directors, executive officers and nominees as a group,
1,151,896 shares, that are subject to presently exercisable Company stock
options.
2
<PAGE>
David L. Boren holds options on 13,000 Torchmark shares. None of such
options are presently exercisable prior to July 2, 1997.
(3) Indirect beneficial ownership includes shares (a) owned by the director,
executive officer or spouse as trustee of a trust or executor of an
estate, (b) held in a trust in which the director, executive officer or a
family member living in his home has a beneficial interest, (c) owned by
the spouse or a family member living in the director's, executive
officer's or nominee's home or (d) owned by the director or executive
officer in a personal corporation. Indirect beneficial ownership also
includes 5,699 Company shares, 11,778 Company shares, 1,996 Company shares
and 2,508 Company shares held in the accounts of Messrs. Hudson, Richey,
Tucker and Herrmann, respectively, in the Company or United Management
Savings and Investment Plans.
Mr. Lanier disclaims beneficial ownership of 8,256 shares owned by his
spouse and 1,200 shares owned by his children. Mr. Farley disclaims 2,400
shares held as trustee of a church endowment fund.
(4) All directors, nominees and executive officers as a group, beneficially
own 3.49% of the common stock of the Company.
3
<PAGE>
PROPOSAL NUMBER 1
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE AUTHORIZED CAPITAL AND THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has determined that it is desirable and in the best
interests of the Company to increase the Company's total authorized capital
from the present $165,000,000 to $325,000,000 and to increase the number of
authorized shares of common stock of the Company from the present 160 million
shares, $1.00 par value, to 320 million shares, $1.00 par value. To that end,
the Board is recommending and proposing that the Company shareholders adopt an
amendment to the Restated Certificate of Incorporation of the Company to
accomplish such increase. The text of the amendment is set out in Exhibit A to
this proxy statement.
If the proposed amendment to Article FOURTH is approved by shareholders, the
Board of Directors has announced that it will declare a 100% stock dividend on
its issued and outstanding common shares; that is one additional share of
stock for each share presently outstanding. The close of business of the
Company's stock transfer agent on July 1, 1997 will be the record date for
determining shareholders entitled to receive the stock dividend. These
additional shares will be mailed on August 1, 1997.
Shares of common stock already issued and those to be issued as a result of
the stock dividend do not have preemptive rights.
If the amendment to Article FOURTH is approved, the Company will apply to
the New York Stock Exchange and the London Stock Exchange to list the
additional shares of common stock to be issued.
The Company has no present plans to issue any common shares which would be
authorized but unissued if the amendment to Article FOURTH is approved except
for such shares as might be issued as a stock dividend. The Board of Directors
has determined that it is desirable to have these additional shares to use for
employee benefit and option plans, for corporate acquisitions and for such
other purposes as the Board may determine from time to time to be in the best
interests of the Company. To the extent that such action is not otherwise
prohibited, the Board of Directors, from time to time, may issue such shares
in public or private offerings for such consideration and for such purposes as
the Board may approve as being in the interest of the Company.
The Board recommends that the shareholders vote FOR the amendment.
OTHER BUSINESS
The directors know of no other matters which may properly be and are likely
to be brought before the meeting. If any other proper matters are brought
before the meeting, however, the persons named in the enclosed proxy, or in
the event no person is named, R. K. Richey and Keith A. Tucker will vote in
accordance with their judgment on such matters.
4
<PAGE>
MISCELLANEOUS INFORMATION
PROPOSALS OF STOCKHOLDERS
In order for a proposal by a stockholder of the Company to be eligible to be
included in the proxy statement and proxy form for the annual meeting of
stockholders in 1998, the proposal must be received by the Company at its home
office, 2001 Third Avenue South, Birmingham, Alabama 35233, on or before
November 26, 1997.
GENERAL
The cost of this solicitation of proxies will be borne by the Company. The
Company will request certain banking institutions, brokerage firms, custodians,
trustees, nominees, and fiduciaries to forward solicitation material to the
beneficial owners of shares of the Company held of record by such persons, and
the Company will reimburse reasonable forwarding expenses.
By Order of the Board of Directors
/s/ Carol A. McCoy
------------------
Carol A. McCoy
Associate Counsel & Secretary
May 28, 1997
5
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE
OF INCORPORATION INCREASING THE AUTHORIZED
CAPITAL OF THE CORPORATION TO $325,000,000 AND
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Amend the first paragraph Article FOURTH to read as follows:
FOURTH: The total number of all shares of all classes of stock which the
Corporation shall have the authority to issue shall be three hundred twenty-
five million (325,000,000), of which five million (5,000,000) shares are to be
Preferred Stock of the par value of one dollar ($1.00) each; and three hundred
twenty million (320,000,000) shares are to be Common Stock, of the par value
of one dollars ($1.00) each.
A-1
<PAGE>
TORCHMARK CORPORATION
PROXY/DIRECTION CARD FOR SPECIAL MEETING ON JUNE 23, 1997
P THIS PROXY/DIRECTION IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. The undersigned hereby appoints R. K. Richey and Keith A.
R Tucker, jointly and severally with full power of substitution, to vote
all shares of common stock which the undersigned holds of record and is
O entitled to vote at the Special Meeting of Shareholders to be held at
the offices of the Company, 2001 Third Avenue South, Birmingham,
X Alabama on the 23th day of June 1997 at 10:00 a.m. (CDT), or any
adjournment thereof. All shares votable by the undersigned in-cluding
Y shares held of record by agents or trustees for the undersigned as a
participant in the Dividend Reinvestment Plan (DRP), Torchmark
Corporation Sav-ings and Investment Plan (TTP), United Investors
Management Company Savings and Investment Plan (UITP), Liberty National
Life Insurance Company 401K Plan (LNL 401K) and the Profit Sharing and
Retirement Plan of Liberty National Life In-surance Company (LNL PS&R)
will be voted in the manner specified and in the discretion of the
persons named above or such agents or trustees on such other matters as
may properly come before the meeting.
(change of address/comments)
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YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
4937
[ X ] Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
FOR AGAINST ABSTAIN
1. Amendment of Restated Certificate [_] [_] [_]
of Incorporation to increase
Authorized Capital.
Please sign exactly as
name appears hereon. Joint
owners should each sign.
When signing as attorney,
executor, administrator,
trustee or guardian,
please give full title as
such.
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SIGNATURE(S) DATE
