<PAGE>
FORM S-8
Registration Statement Under The Securities Act of 1933
Torchmark Corporation
(Exact name of registrant as specified in its charter)
Delaware 63-0780404
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of Principal Executive Offices) (Zip Code)
Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan
(Full title of the plan)
Carol A. McCoy
Associate Counsel & Secretary
Torchmark Corporation
2001 Third Avenue South
Birmingham, AL 35233
(Name and address of agent for service)
(205) 325-4243
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Titles of Amount to be Proposed Proposed Amount
Securities to registered maximum maximum of
be registered offering aggregate registration
price per unit/1/ price offering fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Torchmark Corporation 1,000,000 $64.4375 $64,437,500 $19,526.52
Common Stock and non- shares
qualified stock options
for such common shares
</TABLE>
- -----------------
/1/ Calculated pursuant to Rule 457(c) and (h)(1) based upon the average of
the high and low prices reported for Torchmark Corporation common stock in the
consolidated reporting system on May 8, 1997.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Torchmark Corporation (the "Registrant" or the "Company") and the
Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the following documents:
(a) Registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 for the most
recent fiscal year
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Registrant document referenced to in (a) above
(c) The description of Registrant's common stock contained in the Form 10
Registration Statement filed under the Securities and Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. 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
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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.
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
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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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4)(a) Torchmark Corporation 1996 Executive Deferred Compensation Stock
Option Plan
(5) Opinion of Carol A. McCoy, Associate Counsel and Secretary of
Torchmark Corporation
(23)(a)Consent of KPMG Peat Marwick LLP to incorporation by reference of
their audit report of January 31, 1997, except for Note 16, which is
as of March 11, 1997, into the Form S-8 Registration Statement for
the Torchmark Corporation 1996 Executive Deferred Compensation Stock
Option Plan
(b)Consent of KPMG Peat Marwick LLP to incorporation by reference of
their audit report of January 31, 1997, except for Note 16, which is
as of March 11, 1997, into the Form S-3 Resale Prospectus for the
Torchmark Corporation 1996 Executive Deferred Compensation Stock
Option Plan and to the reference to the firm as experts in the
Prospectus
(c)Consent of Carol A. McCoy to use of legal opinion (contained in
Exhibit 5 above)
(24) Powers of attorney
(99) Form S-3 Resale Prospectus
Item 9. Undertakings.
(a) 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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the
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registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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
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the Act and will be governed by the final adjudication of such issue.
<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-8 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 May 14, 1997.
TORCHMARK CORPORATION
By: *
---------------------------------
R. K. Richey
Chairman, Chief Executive
Officer and Director
*
---------------------------------
Keith A. Tucker
Vice Chairman and Director
(Principal Financial Officer)
*
---------------------------------
Gary L. Coleman
Vice President and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
*
- --------------------------------- ---------------------------------
David L. Boren, Director Joseph L. Lanier, Jr., Director
*
- --------------------------------- ---------------------------------
Joseph M. Farley, Director Harold T. McCormick, Director
* *
- --------------------------------- ---------------------------------
Louis T. Hagopian, Director George J. Records, Sr., Director
- ---------------------------------
C. B. Hudson, Director
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*By:/s/ Carol A. McCoy Date: May 14, 1997
---------------------------------
Carol A. McCoy,
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee, as Administrator 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 May 14, 1997.
TORCHMARK CORPORATION 1996 EXECUTIVE
DEFERRED COMPENSATION STOCK OPTION PLAN
By: COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF TORCHMARK CORPORATION,
as Administrator
By: *
---------------------------------
George J. Records, Sr.
Chairman
*
---------------------------------
Joseph M. Farley
*
---------------------------------
Joseph L. Lanier, Jr.
*
---------------------------------
Louis T. Hagopian
*By /s/ Carol A. McCoy
---------------------------------
Carol A. McCoy
Attorney-in-Fact
<PAGE>
EXHIBIT 4(2)
EXHIBIT 3
TORCHMARK CORPORATION
1996 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
ARTICLE 1. PURPOSE OF THE PLAN.
Section 1.1. Purpose. The purpose of the Torchmark Corporation 1996
Executive Deferred Compensation Stock Option Plan is to promote the long-term
growth of Torchmark Corporation by providing a vehicle for Eligible Executives
to increase their proprietary interest in Torchmark Corporation and to attract
and retain highly qualified and capable Eligible Executives.
ARTICLE 2. DEFINITIONS.
Section 2.1. Unless the context clearly indicates otherwise, the following
terms shall have the following meanings:
"Acquisition" has the meaning assigned such term in Section 9.3 hereof.
"Acquisition Consideration" has the meaning assigned such term in Section
9.3 hereof.
"Annual Bonus" means the annual cash bonus payable by the Company to an
Eligible Executive for services to the Company or any of its affiliates, as
such amount may be determined from year to year.
"Beneficiary" means any person or persons designated by a Participant, in
accordance with procedures established by the Committee or Plan Administrator,
to receive benefits hereunder in the event of the Participant's death. If any
Participant shall fail to designate a Beneficiary or shall designate a
Beneficiary who shall fail to survive the Participant, the Beneficiary shall
be the Participant's surviving spouse, or, if none, the Participant's
surviving descendants (who shall take per stirpes) and if there are no
surviving descendants, the Beneficiary shall be the Participant's estate.
"Board" means the Board of Directors of the Company.
"Bonus Deferral Election Date" means the date established by the Plan as the
date by which a Participant must submit a valid Primary Election Form for
Bonus to the Plan Administrator in order to defer Annual Bonus under the Plan
for a calendar year. For each calendar year, the Bonus Deferral Election Date
is December 31 of the calendar year for which the Bonus is to be earned.
"Business Day" shall mean a day on which the New York Stock Exchange or any
national securities exchange or over-the-counter market on which the Shares
are traded is open for business.
"Change in Control" means the happening of any of the following:
(i) when any "person", as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) (other than the Company or a subsidiary thereof or any
Company employee benefit plan), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting
power of the Company's then outstanding securities;
(ii) the occurrence of any transaction or event relating to the Company
that is required to be described pursuant to the requirements of Item 6(e)
of Schedule 14A of Regulation 14A of the Securities and Exchange Commission
under the Exchange Act;
(iii) when, during any period of two consecutive years during the
existence of the Plan, the individuals who, at the beginning of such
period, constitute the Board, cease for any reason other than death to
constitute at least a majority thereof, unless each director who was not a
director at the beginning of such period was elected by, or on the
recommendation of, at least two-thirds of the directors at the beginning of
such period; or
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(iv) the occurrence of a transaction requiring stockholder approval for
the acquistion of the Company by an entity other than the Company or a
subsidiary thereof through the purchase of assets, by merger, or otherwise.
"Committee" means the Compensation Committee of the Board.
"Company" means Torchmark Corporation, a Delaware corporation.
"Covered Employee" means an individual defined in Section 162(m)(3) of the
Internal Revenue Code of 1986, as amended, with respect to the Company.
"Disability" means total and permanent disability as determined under the
Company's long term disability program, whether or not the Optionee is covered
under such program. If no such program is in effect, the Disability of a
Participant shall be determined in good faith by the Board (excluding the
Participant).
"Eligible Executive" means an executive officer of the Company or any of its
affiliates, as such officers may be selected by the Chairman of the Board of
Directors or the Committee or its designee from year to year.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means, as of any given date, the closing price of the
Stock on such date on the New York Stock Exchange Composite Tape.
"Interest Account" means the Interest Account for Bonus and/or the Interest
Account for Salary, as the context requires. The maintenance of individual
Interest Accounts is for bookkeeping purposes only.
"Interest Account for Bonus" means the account established by the Company
for each Participant for Annual Bonus deferred pursuant to the Plan and which
shall be credited with interest on the last day of each calendar quarter (or
such other day as determined by the Plan Administrator).
"Interest Account for Salary" means the account established by the Company
for each Participant for Salary deferred pursuant to the Plan and which shall
be credited with interest on the last day of each calendar quarter (or such
other day as determined by the Plan Administrator).
"Option" means an option to purchase Shares awarded under Article 6. Options
granted under the Plan are not incentive stock options within the meaning of
Section 422 of the Internal Revenue Code.
"Option Grant Date" means the date upon which an Option is granted to an
Eligible Executive pursuant to Article 6.
"Optionee" means an Eligible Executive of the Company to whom an Option has
been granted or, in the event of such Eligible Executive's death prior to the
expiration of an Option, such Eligible Executive's Beneficiary.
"Participant" means any Eligible Executive who is participating in the Plan.
"Plan" means the Torchmark Corporation 1996 Executive Deferred Compensation
Stock Option Plan.
"Plan Administrator" means the Committee or its delegee of administrative
duties under the Plan pursuant to Section 3.2.
"Primary Election Form" means a Primary Election Form for Salary and/or a
Primary Election Form for Bonus, as the context requires.
"Primary Election Form for Bonus" means a form, substantially in the form
attached hereto as Exhibit B, pursuant to which an Eligible Executive elects
to defer Bonus under the Plan.
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"Primary Election Form for Salary" means a form, substantially in the form
attached hereto as Exhibit A, pursuant to which an Eligible Executive elects
to defer Salary under the Plan.
"Salary" means the salary payable by the Company to an Eligible Executive
for services to the Company or any of its affiliates, as such amount may be
changed from time to time.
"Salary Deferral Election Date" means the date established by the Plan as
the date by which a Participant must submit a valid Primary Election Form for
Salary to the Plan Administrator in order to defer Salary under the Plan for a
calendar quarter. For each calendar quarter, the Salary Deferral Election Date
is the last day of the preceding calendar quarter.
"Secondary Election Form" means a Secondary Election Form for Salary and/or
a Secondary Election Form for Bonus, as the context requires.
"Secondary Election Form for Bonus" means a form, substantially in the form
attached hereto as Exhibit D, pursuant to which an Eligible Executive elects
to convert previously deferred Annual Bonus to Options pursuant to Section 6.1
of the Plan.
"Secondary Election Form for Salary" means a form, substantially in the form
attached hereto as Exhibit C, pursuant to which an Eligible Executive elects
to convert previously deferred Salary to Options pursuant to Section 6.1 of
the Plan.
"Shares" means shares of the common stock of the Company.
"Stock Option Award Notice" means a written award notice to an Eligible
Executive from the Company evidencing an Option.
ARTICLE 3. ADMINISTRATION OF THE PLAN.
Section 3.1. Administrator of the Plan. The Plan shall be administered by
the Committee.
Section 3.2. Authority of Committee. The Committee shall have full power and
authority to: (i) interpret and construe the Plan and adopt such rules and
regulations as it shall deem necessary and advisable to implement and
administer the Plan, and (ii) designate persons other than members of the
Committee or the Board to carry out its responsibilities, subject to such
limitations, restrictions and conditions as it may prescribe, such
determinations to be made in accordance with the Committee's best business
judgment as to the best interests of the Company and its stockholders and in
accordance with the purposes of the Plan. The Committee may delegate
administrative duties under the Plan to one or more agents as it shall deem
necessary or advisable.
Section 3.3. Effect of Committee Determinations. No member of the Committee
or the Board or the Plan Administrator shall be personally liable for any
action or determination made in good faith with respect to the Plan or any
Option or to any settlement of any dispute between an Eligible Executive and
the Company. Any decision or action taken by the Committee or the Board with
respect to an Option or the administration or interpretation of the Plan shall
be conclusive and binding upon all persons.
ARTICLE 4. PARTICIPATION.
Section 4.1. Election to Participate. The Chairman of the Board or the
Committee or its designee shall designate each year those executives who shall
be Eligible Executives for the coming year. An Eligible Executive may
participate in the Plan by delivering to the Plan Administrator a properly
completed and signed (i) Primary Election Form for Salary on or before the
Salary Deferral Election Date, and/or (ii) Primary Election Form for Bonus on
or before the Bonus Deferral Election Date. An Eligible Executive's
participation in the Plan will be effective (i) as of the first day of the
calendar quarter beginning after the Plan Administrator receives the Eligible
Executive's Primary Election Form for Salary, or (ii) as of the first day of
the year for which an Annual Bonus
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is earned, in the case of an Eligible Executive's Primary Election Form for
Bonus. A Participant shall not be entitled to any benefit hereunder unless
such Participant has properly completed a Primary Election Form and deferred
the receipt of his or her Annual Bonus and/or Salary pursuant to the Plan.
Section 4.2. Irrevocable Election. A Participant may not revoke or change
his or her Primary Election Form; provided, however, that a Participant may,
by filing a Secondary Election Form with the Plan Administrator within the
period provided in the Plan, subsequently elect to convert the balance in his
or her Interest Account to Options in accordance with Article 6.
Section 4.3. No Right to Continue as an Employee. Nothing contained in the
Plan shall be deemed to give any Eligible Executive the right to be retained
as an employee of the Company or any of its affiliates.
ARTICLE 5. PLAN BENEFITS.
Section 5.1. Deferred Annual Bonus or Salary. An Eligible Executive may
elect to defer up to 100% (in increments of 10% or $10,000) of his or her
Annual Bonus and/or Salary to his or her Interest Account, and/or by
conversion to Options in accordance with the terms of the Plan. For
bookkeeping purposes, the amount of the Annual Bonus and/or Salary which an
Eligible Executive elects to defer pursuant to the Plan shall be transferred
to and held in individual Interest Accounts (in annual designations) pending
distribution in cash or the conversion to Options, if applicable, pursuant to
Article 6.
Section 5.2. Time of Election of Deferral. An Eligible Executive who wishes
to defer Salary for a calendar quarter must irrevocably elect to do so on or
prior to the Salary Deferral Election Date for such calendar quarter, by
delivering a valid Primary Election Form for Salary to the Plan Administrator.
The Primary Election Form for Salary shall indicate: (1) the percentage of
Salary to be deferred, and (2) the form and timing of payout of deferred
amounts; provided, however, that if a Participant elects to defer Salary for
more than one quarter during a particular calendar year, the form and timing
of payout for each quarter's deferral shall be identical. An Eligible
Executive who wishes to defer Annual Bonus for a calendar year must
irrevocably elect to do so on or prior to the Bonus Deferral Election Date for
such calendar year, by delivering a valid Primary Election Form for Bonus to
the Plan Administrator. The Primary Election Form for Bonus shall indicate:
(1) the percentage of Annual Bonus to be deferred, and (2) the form and timing
of payout of deferred amounts; provided, however, that if a Participant elects
to defer both Salary and Annual Bonus for a particular calendar year, the form
and timing of payout for each shall be identical.
Section 5.3. Interest Accounts. Amounts in a Participant's Interest Account
will be credited with interest as of the last day of each calendar quarter (or
such other day as determined by the Plan Administrator, which, in the case of
amounts converted to Options under the Plan, shall be the date of such
conversion) at the rate set from time to time by the Committee to be
applicable to the Interest Accounts of all Participants under the Plan. To the
extent required for bookkeeping purposes, a Participant's Interest Accounts
will be segregated to reflect deferred compensation on a year-by-year basis
and on the basis of the type of compensation deferred. For example, a 1997
Interest Account for Bonus, a 1997 Interest Account for Salary, a 1998
Interest Account for Bonus, a 1998 Interest Account for Salary, and so on.
Within a reasonable time after the end of each calendar year, the Plan
Administrator shall report in writing to each Participant the amount held in
his or her Interest Accounts at the end of the year.
Section 5.4. Responsibility for Investment Choices. Each Participant is
solely responsible for any decision to defer Annual Bonus and/or Salary into
his or her Interest Account or convert Annual Bonus and/or Salary to Options
under the Plan and accepts all investment risks entailed by such decision,
including the risk of loss and a decrease in the value of the amounts he or
she elects to defer.
Section 5.5. Form of Payment.
(a) Payment Commencement Date. Payment of the balances in a Participant's
Interest Accounts shall commence on the earliest to occur of (a) December
31 of the fifth year after the year with respect to which the deferral was
made, (b) the first Business Day of the fourth month after the
Participant's death, or (c) the Participant's termination as an employee of
the Company or any of its subsidiaries or affiliates, other than by reason
of death.
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(b) Optional Forms of Payment. Distributions from a Participant's
Interest Accounts may be paid to the Participant either in a lump sum or in
a number of approximately equal monthly installments designated by the
Participant on his or her Primary Election Form. Such monthly installments
may be for any number of months up to 120 months; provided, however, that
in the event of the Participant's death during the payout period, the
remaining balance shall be payable to the Participant's Beneficiary in a
lump sum on the first Business Day of the fourth month after the
Participant's death. If a Participant elects to receive a distribution of
his or her Interest Accounts in installments, the Plan Administrator may
purchase an annuity from an insurance company which annuity will pay the
Participant the desired annual installments. If the Plan Administrator
purchases an annuity contract, the Eligible Executive will have no further
rights to receive payments from the Company or the Plan with respect to the
amounts subject to the annuity. If the Plan Administrator does not purchase
an annuity contract, the value of the Interest Accounts remaining unpaid
shall continue to receive allocations of return as provided in Section 5.3.
If the Participant fails to designate a payment method in the Participant's
Primary Election Form, the Participant's Account shall be distributed in a
lump sum.
(c) Irrevocable Elections. A Participant may elect a different payment
form for each year's compensation deferred under the Plan; provided,
however, that if a Participant elects to defer Salary for more than one
quarter during a particular calendar year, or if a Participant elects to
defer Salary and Annual Bonus for a particular calendar year, the form and
timing of payout for each such deferral shall be identical. The payment
form elected or deemed elected on the Participant's Primary Election Form
shall be irrevocable.
(d) Acceleration of Payment. If a Participant elects an installment
distribution and the value of such installment payment elected by the
Participant would result in a distribution of less than $3,000 per year,
the Plan Administrator may accelerate payment of the Participant's benefits
over a lesser number of whole years so that the annual amount distributed
is at least $3,000. If payment of the Participant's benefits over a five
year period will not provide annual distributions of at least $3,000, the
Participant's Account shall be paid in a lump sum.
(e) Effect of Competition. Notwithstanding the Primary Election Form or
any provision set forth herein, the entire balance of a Participant's
Interest Accounts shall be paid immediately to the Participant a lump sum
in the event the Participant ceases to be an employee of the Company or any
of its subsidiaries or affiliates and becomes a proprietor, officer,
partner, employee or otherwise becomes affiliated with any business that is
in competition with the Company or an affiliated company, or becomes
employed by any governmental agency having jurisdiction over the activities
of the Company or an affiliated company.
(f) Effect of Adverse Determination. Notwithstanding the Primary Election
Form or any provision set forth herein, if the Internal Revenue Service
determines, for any reason, that all or any portion of the amounts credited
under this Plan is currently includable in the taxable income of any
Participant, then the amounts so determined to be includable in income
shall be distributed in a lump sum to such Participant as soon as
practicable.
(g) Payment to Beneficiary. Upon the Participant's death, all unpaid
amounts held in the Participant's Account shall be paid to the
Participant's Beneficiary in a lump sum on the first Business Day of the
fourth month following the Participant's death.
Section 5.6. Financial Hardship. The Plan Administrator may, in its sole
discretion, accelerate the making of payment to a Participant of an amount
reasonably necessary to handle a severe financial hardship of a sudden and
unexpected nature due to causes not within the control of the Participant. All
financial hardship distributions shall be made in cash in a lump sum. Such
payments will be made on a first-in, first-out basis so that the oldest
compensation deferred under the Plan shall be deemed distributed first in a
financial hardship.
Section 5.7. Payment to Minors and Incapacitated Persons. In the event that
any amount is payable to a minor or to any person who, in the judgment of the
Plan Administrator, is incapable of making proper disposition
C-5
<PAGE>
thereof, such payment shall be made for the benefit of such minor or such
person in any of the following ways as the Plan Administrator, in its sole
discretion, shall determine:
(a) By payment to the legal representative of such minor or such person;
(b) By payment directly to such minor or such person;
(c) By payment in discharge of bills incurred by or for the benefit of
such minor or such person. The Plan Administrator shall make such payments
without the necessary intervention of any guardian or like fiduciary, and
without any obligation to require bond or to see to the further application
of such payment. Any payment so made shall be in complete discharge of the
Plan's obligation to the Participant and his or her Beneficiaries.
Section 5.8. Application for Benefits. The Plan Administrator may require a
Participant or Beneficiary to complete and file certain forms as a condition
precedent to receiving the payment of benefits. The Plan Administrator may
rely upon all such information given to it, including the Participant's
current mailing address. It is the responsibility of all persons interested in
receiving a distribution pursuant to the Plan to keep the Plan Administrator
informed of their current mailing addresses.
Section 5.9. Designation of Beneficiary. Each Participant from time to time
may designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as his or
her Beneficiary or Beneficiaries to whom the Participant's Account is to be
paid if the Participant dies before receipt of all such benefits. Each
Beneficiary designation shall be on the form prescribed by the Plan
Administrator and will be effective only when filed with the Plan
Administrator during the Participant's lifetime. Each Beneficiary designation
filed with the Plan Administrator will cancel all Beneficiary designations
previously filed with the Plan Administrator. The revocation of a Beneficiary
designation, no matter how effected, shall not require the consent of any
designated Beneficiary.
ARTICLE 6. ELECTIVE OPTIONS.
Each Eligible Executive shall be granted Options subject to the following
terms and conditions:
Section 6.1. Election to Receive Options.
(a) Options Converted from Deferred Salary. At any time, but only one time,
during the twelve-month period following the end of a calendar year with
respect to which a Participant deferred Salary into the Plan, the Participant
shall have the right to convert some or all of his or her Interest Account for
Salary for such previous year into Options pursuant to this Article 6. To make
such election, the Participant must file with the Plan Administrator a written
irrevocable Secondary Election Form for Salary to receive Options as of the
date of the filing of such Secondary Election Form (the "Option Grant Date").
(b) Options Converted from Deferred Bonus. At any time, but only one time,
during the twelve-month period following the end of a calendar year with
respect to which a Participant deferred Annual Bonus into the Plan, the
Participant shall have the right to convert some or all of his or her Interest
Account for Bonus for such previous year into Options pursuant to this Article
6. To make such election, the Participant must file with the Plan
Administrator a written irrevocable Secondary Election Form for Bonus to
receive Options as of the date of the filing of such Secondary Election Form
(the "Option Grant Date").
(c) Exercise Price of Options. The exercise price per Share under each
Option granted pursuant to this Article 6 shall, at the election of the
Optionee as indicated on the Secondary Election Form, be either 100% of the
Fair Market Value per Share on the Option Grant Date, or a lesser percentage
(but not less than 75%) of the Fair Market Value per Share on the Option Grant
Date, such lesser percentage to be determined by the Committee from time to
time. Such Secondary Election Form shall indicate the percentage of such
Options to be granted at each Exercise Price, which choice may affect the
number of Options to be received pursuant to Section 6.2.
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<PAGE>
Section 6.2. Number and Terms of Options. The number of Shares subject to an
Option granted pursuant to this Article 6 shall be the number of whole Shares
equal to A divided by B, where:
A = the dollar amount which the Eligible Executive has elected pursuant to
Section 6.1 to convert to Options; and
B = the per share value of an Option on the Option Grant Date, as determined
by the Committee using the Black Scholes option valuation model or another
recognized option valuation model selected by the Committee in its discretion
(such value to be expressed as a percentage of the Fair Market Value per Share
on the Option Grant Date).
In determining the number of Shares subject to an Option, (i) the Committee
may designate the assumptions to be used in the selected option valuation
model, and (ii) any fraction of a Share will be rounded up to the next whole
number of Shares.
Section 6.3. Exercise of Options. Each Option shall be first exercisable,
cumulatively, as to 10% commencing on the each of the first through tenth
anniversaries of the Option Grant Date; provided, however, that any Option
held by a Covered Employee shall not be exercisable before the first day of
the calendar year immediately following the year in which the Optionee ceased
to be a Covered Employee. An Optionee's death, Disability, retirement or other
termination of employment shall not shorten the term of any outstanding
Option. In no event shall the period of time over which the Option may be
exercised exceed the longer of (i) eleven years from the Option Grant Date, or
(ii) the thirtieth (30th) day of the calendar year immediately following the
year in which an Optionee ceased to be a Covered Employee. An Option, or
portion thereof, may be exercised in whole or in part only with respect to
whole Shares. Shares shall be issued to the Optionee pursuant to the exercise
of an Option only upon receipt by the Company from the Optionee of payment in
full in cash of the aggregate purchase price for the Shares subject to the
Option or portion thereof being exercised.
Section 6.4. Accelerated Vesting. Notwithstanding the normal vesting
schedule set forth in Section 6.3 hereof, any and all outstanding Options
shall become immediately exercisable upon the first to occur of (i) the death
of the Optionee, (ii) the Disability of the Optionee, (iii) the occurrence of
a Change in Control, or (iv) the unanimous determination by the Committee that
a particular Option or Options shall become fully exercisable. Upon
acceleration, an Option will remain exercisable for the remainder of its
original term.
Section 6.5. Stock Option Award Notice. Each Option granted under the Plan
shall be evidenced by a Stock Option Award Notice which shall be executed by
an authorized officer of the Company. Such Award Notice shall contain
provisions regarding (a) the number of Shares that may be issued upon exercise
of the Option, (b) the exercise price per Share of the Option and the means of
payment therefor, (c) the term of the Option, and (d) such other terms and
conditions not inconsistent with the Plan as may be determined from time to
time by the Committee.
Section 6.6. Transferability of Options. No Option shall be assignable or
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i)
does not result in accelerated taxation, and (ii) is otherwise appropriate and
desirable, taking into account any state or federal securities laws applicable
to transferable Options.
ARTICLE 7. SHARES SUBJECT TO THE PLAN.
Section 7.1. Shares Subject to the Plan. Subject to adjustment as provided
in Article 9, the aggregate number of Shares which may be acquired upon the
exercise of Options shall not exceed 1,000,000 Shares. Shares acquired upon
exercise of Options may be newly issued Shares or previously issued and
reacquired Shares, and there are hereby reserved for issuance under the Plan
1,000,000 Shares. To the extent that Shares subject to an outstanding Option
are not issued or delivered by reason of the expiration, termination,
cancellation or forfeiture of such Option or by reason of the delivery of
Shares to pay all or a portion of the exercise price of such Option, then such
Shares shall again be available under the Plan.
C-7
<PAGE>
ARTICLE 8. AMENDMENT AND TERMINATION.
Section 8.1. Amendment, Suspension or Early Termination. The Board may
amend, suspend or terminate the Plan or any Stock Option Award Notice at any
time; provided, however, that the Board may condition any amendment or
modification on the approval of stockholders of the Company if such approval
is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations, and no such amendment, modification
or termination shall adversely affect any outstanding Options or Interest
Accounts without the consent of the Participant.
ARTICLE 9. ADJUSTMENT PROVISIONS.
Section 9.1. Change in Corporate Structure Affecting Shares. If the Company
shall at any time change the number of issued Shares without new consideration
to the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change
in corporate structure affecting the Shares) or make a distribution of cash or
property which has a substantial impact on the value of issued Shares, the
total number of Shares reserved for issuance under the Plan shall be
appropriately adjusted and the number of Shares covered by each outstanding
Option and the exercise price per Share under each outstanding Option and the
number of shares underlying Options shall be adjusted so that the aggregate
consideration payable to the Company and the value of each such Option shall
not be changed.
Section 9.2. Certain Reorganizations. Notwithstanding any other provision of
the Plan, and without affecting the number of Shares reserved or available
hereunder, the Committee shall authorize the issuance, continuation or
assumption of outstanding Options or provide for other equitable adjustments
after changes in the Shares resulting from any merger, consolidation, sale of
assets, acquisition of property or stock, recapitalization, reorganization or
similar occurrence in which the Company is the continuing or surviving
corporation, upon such terms and conditions as it may deem necessary to
preserve Optionees' rights under the Plan.
Section 9.3. Acquisitions. In the case of any sale of assets, merger,
consolidation or combination of the Company with or into another corporation
other than a transaction in which the Company is the continuing or surviving
corporation and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property,
or any combination thereof (an "Acquisition"), any Optionee who holds an
outstanding Option shall have the right (subject to the provisions of the Plan
and any limitation applicable to the Option) thereafter and during the term of
the Option, to receive upon exercise thereof the Acquisition Consideration (as
defined below) receivable upon the Acquisition by a holder of the number of
Shares which would have been obtained upon exercise of the Option or portion
thereof, as the case may be, immediately prior to the Acquisition. The term
"Acquisition Consideration" shall mean the kind and amount of shares of the
surviving or new corporation, cash, securities, evidence of indebtedness,
other property or any combination thereof receivable in respect of one Share
of the Company upon consummation of an Acquisition.
ARTICLE 10. MISCELLANEOUS.
Section 10.1. Withholding. If any Option granted under the Plan is or
becomes subject to any withholding requirement, the Committee may require the
Optionee to remit such withholding as a condition to exercising the Option or
any portion thereof.
Section 10.2. Compliance with SEC Regulations. All grants and exercises of
Options under the Plan shall be executed in accordance with the requirements
of Section 16 of the Exchange Act, as amended and any regulations promulgated
thereunder, to the extent applicable. To the extent that any of the provisions
contained herein do not conform with Rule 16b-3 of the Exchange Act or any
amendments thereto or any successor regulation, then the Committee may make
such modifications so as to conform the Plan and any Options granted
thereunder to the Rule's requirements.
C-8
<PAGE>
Section 10.3. Validity. In the event that any provision of the Plan or any
related Stock Option Award Notice is held to be invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of the Plan or any related Stock Option Award
Notice.
Section 10.4. Inurement of Rights and Obligations. The rights and
obligations under the Plan and any related agreements shall inure to the
benefit of, and shall be binding upon the Company, its successors and assigns,
and the Eligible Executives and their beneficiaries.
Section 10.5. Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the Plan.
Section 10.6. Governing Law. The Plan shall be construed, governed and
enforced in accordance with the law of Delaware, except as such laws are
preempted by applicable federal law.
C-9
<PAGE>
EXHIBIT A
PRIMARY ELECTION FORM FOR SALARY
FOR THE [SECOND QUARTER OF 1997]
ELECTION TO DEFER SALARY PURSUANT TO THE
TORCHMARK CORPORATION 1996 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option
Plan (the "Plan") with respect to the undersigned's salary as an executive
officer of Torchmark Corporation (the "Company") or its subsidiaries and
affiliates to be earned by the undersigned during the calendar quarter
identified above ("Next Quarter's Salary"). Capitalized terms used herein and
not otherwise defined have the meanings assigned such terms in the Plan.
I hereby irrevocably elect to defer into my Interest Account for Salary under
the Plan for the year identified above, % [INDICATE ANY PERCENTAGE UP
TO 100%, IN 10% INCREMENTS] or $ [INDICATE ANY DOLLAR AMOUNT IN
INCREMENTS OF $10,000] of my Next Quarter's Salary until the earliest of (a)
December 31 of the fifth year after the year identified above, (b) the first
Business Day of the fourth month after my death, or (b) my termination as an
employee of the Company or any of its subsidiaries or affiliates for any
reason other than my death (the "Payment Date"); subject to, however, my
ability under the Plan to make a one-time election at any time during the
twelve-month period following the end of the year identified above, to be
effective on the date such subsequent election is received by the Plan
Administrator, to convert some or all of the balance in my Interest Account
for Salary for such year to Options to purchase common stock of the Company in
accordance with the terms and provisions of the Plan. Any amount remaining in
my Interest Account for Salary on the Payment Date will be paid to me or my
Beneficiary as follows:
. if I have previously filed a Primary Election Form for Bonus or a Primary
Election Form for Salary for the year identified above, then in the same
manner as indicated on such form, or
. if I have not previously filed a Primary Election Form for Bonus or a
Primary Election Form for Salary for such year, then [PLEASE CHECK ONE BOX]
[_] in cash in a lump sum on the Payment Date, or [_] in approximately equal
installments over months [UP TO 120 MONTHS] beginning on the Payment
Date; provided, however, that in the event of my death during such payout
period, the remaining balance shall be payable to my Beneficiary in a lump sum
on the first Business Day of the fourth month after my death.
Executed this day of , 1997.
---------------------------------------
(Name)
<PAGE>
EXHIBIT B
PRIMARY ELECTION FORM FOR BONUS
FOR [CALENDAR YEAR 1997]
ELECTION TO DEFER BONUS PURSUANT TO THE
TORCHMARK CORPORATION 1996 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option
Plan (the "Plan") with respect to the undersigned's bonus as an executive
officer of Torchmark Corporation (the "Company") or its subsidiaries and
affiliates to be earned by the undersigned during the calendar year identified
above ("Current Year Bonus"). Capitalized terms used herein and not otherwise
defined have the meanings assigned such terms in the Plan.
I hereby irrevocably elect to defer into my Interest Account for Bonus under
the Plan for the year identified above, % [INDICATE ANY PERCENTAGE UP
TO 100%, IN 10% INCREMENTS] or $ [INDICATE ANY DOLLAR AMOUNT IN
INCREMENTS OF $10,000] of my Current Year Bonus, if any, until the earliest of
(a) December 31 of the fifth year after the year identified above, (b) the
first Business Day of the fourth month after my death, or (c) my termination
as an employee of the Company or any of its subsidiaries or affiliates for any
reason other than my death (the "Payment Date"); subject to, however, my
ability under the Plan to make a one-time election at any time during the
twelve-month period following the end of the year identified above, to be
effective on the date such subsequent election is received by the Plan
Administrator, to convert some or all of the balance in my Interest Account
for Bonus for such year to Options to purchase common stock of the Company in
accordance with the terms and provisions of the Plan. Any amount remaining in
my Interest Account for Bonus on the Payment Date will be paid to me or my
Beneficiary as follows:
. if I have filed a Primary Election Form for Salary for the year identified
above, then in the same manner as indicated on such form, or
. if I have not filed a Primary Election Form for Salary for such year, then
[PLEASE CHECK ONE BOX] [_] in cash in a lump sum on the Payment Date, or
[_] in approximately equal installments over months [UP TO 120 MONTHS]
beginning on the Payment Date; provided, however, that in the event of my
death during such payout period, the remaining balance shall be payable to my
Beneficiary in a lump sum on the first Business Day of the fourth month after
my death.
Executed this day of , 1997.
---------------------------------------
(Name)
<PAGE>
EXHIBIT C
SECONDARY ELECTION FORM FOR SALARY
[FOR CALENDAR YEAR 1997]
ELECTION TO RECEIVE STOCK OPTIONS PURSUANT TO THE
TORCHMARK CORPORATION 1996 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option
Plan (the "Plan") with respect to the conversion to Options of the balance in
the undersigned's Interest Account for Salary under the Plan for the year
identified above. Capitalized terms used herein and not otherwise defined have
the meanings assigned such terms in the Plan.
I hereby irrevocably elect to convert, as of the date hereof, %
[INDICATE ANY PERCENTAGE UP TO 100%, IN 10% INCREMENTS] of the balance in my
Interest Account for Salary under the Plan for the year identified above to
Options to purchase common stock of the Company in accordance with the terms
and provisions of the Plan.
I further elect that [PLEASE FILL IN THE FOLLOWING BLANKS]:
% of such Options will be granted at an exercise price of % of the Fair
Market Value of the Company's common stock on the date of grant, and
% of such Options will be granted at an exercise price of 100% of the Fair
Market Value of the Company's common stock on the date of grant.
Executed this day of , 1998.
---------------------------------------
(Name)
<PAGE>
EXHIBIT D
SECONDARY ELECTION FORM FOR BONUS
[FOR CALENDAR YEAR 1997]
ELECTION TO RECEIVE STOCK OPTIONS PURSUANT TO THE
TORCHMARK CORPORATION 1996 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option
Plan (the "Plan") with respect to the conversion to Options of the balance in
the undersigned's Interest Account for Bonus under the Plan for the year
identified above. Capitalized terms used herein and not otherwise defined have
the meanings assigned such terms in the Plan.
I hereby irrevocably elect to convert, as of the date hereof, %
[INDICATE ANY PERCENTAGE UP TO 100%, IN 10% INCREMENTS] of the balance in my
Interest Account for Bonus under the Plan for the year identified above to
Options to purchase common stock of the Company in accordance with the terms
and provisions of the Plan.
I further elect that [PLEASE FILL IN THE FOLLOWING BLANKS]:
% of such Options will be granted at an exercise price of % of the Fair
Market Value of the Company's common stock on the date of grant, and
% of such Options will be granted at an exercise price of 100% of the Fair
Market Value of the Company's common stock on the date of grant.
Executed this day of , 1998.
---------------------------------------
(Name)
<PAGE>
EXHIBIT 5
[TORCHMARK LETTERHEAD APPEARS HERE]
May 14, 1997
Board of Directors
Torchmark Corporation
2001 Third Avenue South
Birmingham, alabama 35233
RE: Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan and Torchmark Corporation 1996 Executive Deferred
Compensation Stock Option Plan
Gentlemen:
As Associate Counsel and Secretary of Torchmark Corporation (the
"Company"), a Delaware corporation, I have served as counsel for the Company in
connection with the registration of the Torchmark Corporation 1996 Non-Employee
Director Stock Option Plan and the Torchmark Corporation 1996 Executive
Deferred Compensation Stock Option Plan (the "Plans"). This opinion is being
rendered pursuant to the requirements of the respective Form S-8 Registration
Statement to be filed on behalf of each plan with the Securities and Exchange
Commission along with the accompanying Form S-3 Resale Prospectus.
For purposes of this opinion, I am familiar with and have reviewed the
Certificate of Incorporation and By-laws of the Company, minutes of the meetings
of the Board of Directors and Shareholders of the Company adopting the Plans,
and such corporate records and other documents as I have deemed relevant. I have
also made such examinations of law as I have deemed relevant. In my review, I
have assumed but not independently verified the genuineness of all signatures on
all documents examined by me, the conformity of all original documents and the
authenticity of all such documents.
Based upon the foregoing, and subject to the qualifications set forth
herein, I am of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware with 160,000,000
authorized common shares;
(2) The Plans have been duly proposed and adopted by the Board of
Directors and the shareholders of the
<PAGE>
Page 2
May 14, 1997
Company in compliance with the General Corporation Laws of the State
of Delaware; and
(3) As and when issued in compliance with the terms and conditions of
the Plans, the common shares so issued are or will be duly
authorized, legally issued, fully paid and non-assessable stock of
the Company.
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 jurisdictions other than the States
of Alabama and Delaware and the United States of America.
I hereby consent to the use of this opinion as a part of the Form S-8
Registration Statements and accompanying Form S-3 Resale Prospectuses filed on
behalf of the Plans with the Securities and Exchange Commission and to the use
of my name in the section entitled "Experts" in the above-mentioned resale
prospectuses.
Very truly yours,
/s/ Carol A. McCoy
--------------------------
Carol A. McCoy
CAM:sh
<PAGE>
EXHIBIT 23(a)
Consent of Independent Certified Public Accountants
The Board of Directors
Torchmark Corporation:
We consent to incorporation by reference in the registration Statement on Forms
S-8 for The Torchmark Corporation 1996 Non-Employee Director Stock Option Plan
and The Torchmark Corporation 1996 Executive Deferred Compensation Stock Option
Plan of our report dated January 31, 1997, except for Note 16 which is as of
March 11, 1997, relating to the consolidated balance sheet of Torchmark
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity, and cash flows and
related schedules for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996, Annual Report
on Form 10-K of Torchmark Corporation. Our report refers to changes in
accounting principles to adopt the provisions of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long Lived Assets
and for Long Lived Assets to Be Disposed Of.
/s/ KPMG Peat Marwick LLP
Birmingham, Alabama
May 14, 1997
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Torchmark Corporation:
We consent to the use of our reports incorporated herein by reference to our
firm under the heading "Experts" in the prospectus. The report of KPMG Peat
Marwick LLP covering the December 31, 1996, financial statements of Torchmark
Corporation refers to a change in accounting principles to adopt the provisions
of Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
/s/ KPMG Peat Marwick LLP
Birmingham, Alabama
May 14, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation (the "Company")
constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry
M. Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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: 5-12-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation (the "Company")
constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry
M. Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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: 5-9-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation (the "Company")
constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry
M. Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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: 5-12-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation (the "Company")
constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry
M. Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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, Sr.
---------------------------------
George J. Records, Sr.
Director
Date: 5-9-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director and officer of Torchmark Corporation (the
"Company") constitutes and appoints Keith A. Tucker, Gary L. Coleman, Larry M.
Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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, Chief Executive Officer
and Director
Date: 5-12-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director and officer of Torchmark Corporation (the
"Company") constitutes and appoints R. K. Richey, Gary L. Coleman, Larry M.
Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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: 5-9-97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director and officer of Torchmark Corporation (the
"Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Larry M.
Hutchison and Carol A. McCoy, 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-8 Registration Statement for the Torchmark
Corporation 1996 Executive Deferred Compensation Stock Option Plan and the
accompanying Form S-3 resale prospectus 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/ Gary L. Coleman
---------------------------------
Gary L. Coleman
Vice President and Chief Accounting
Officer
Date: 5-8-97
<PAGE>
---------------------------
PROSPECTUS
---------------------------
39,541 Shares of
Torchmark Corporation
Common Stock, $1 Par Value,
Acquired Pursuant to Torchmark Corporation
1996 Non-Employee Director Stock Option Plan
---------------------------
These securities are to be offered by and for the account of
certain securityholders ("selling shareholders") of Torchmark
Corporation ("Torchmark").
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
<TABLE>
<CAPTION>
Underwriting Proceeds to
Discounts Issuer or
Price to and Other
Public Commissions Persons
-------- ------------- ------------
<S> <C> <C> <C>
Per Unit * * *
Total * * *
</TABLE>
---------------------------
*These securities may be offered in various types of sale transactions or other
transactions involving various types of dispositions (which may or may not
involve brokers, dealers, and/or cash transactions), possibly including sales at
the market at prices not presently determinable. As of May 12, 1997, the market
price of the securities was $66.125 per share based on the closing price of the
stock on the New York Stock Exchange on such date. With respect to other
expenses of issuance and distribution, the Registrant will pay the cost of
preparation, reproduction and distribution of this Prospectus and any
registration statement containing this Prospectus, any filing fee set forth in
any such registration statement and related accountants' fees and expenses (all
of which individually and in total are expected to be minimal) and the selling
shareholders will bear such other expenses, if any, none of which are presently
susceptible of reasonable estimation. Torchmark will receive no proceeds from
the sale of these securities pursuant to this Prospectus.
This Prospectus also relates to such additional shares as may
be issued to the selling shareholders because of future stock
1
<PAGE>
dividends, stock distributions, stock splits or other similar capital
readjustments.
--------------------------
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by Torchmark or the selling
shareholders.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the securities to which this
Prospectus relates or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be unlawful. Except where
otherwise indicated herein, this Prospectus speaks as of its date and neither
the delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the affairs
of the registrant since the date hereof.
----------------------------
The date of this Prospectus is May 12, 1997.
2
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Page
----
<S> <C>
Available Information 3
Background Information 4
Plan of Distribution 4
Selling Shareholders 5
Indemnification 6
Incorporation by Reference 7
Legal Opinion 8
Experts 8
</TABLE>
AVAILABLE INFORMATION
---------------------
Torchmark is subject to the information requirements of the Securities
Exchange Act of 1934 and in accordance therewith files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information
concerning Torchmark can be inspected and copied at 450 5th Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. The Commission also maintains a Web site containing reports, proxy
statements and other information regarding registrants (including Torchmark)
that file electronically with the Commission and the address of that site is
http://www.sec.gov. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 5th Street N.W., Washington, D.C.
20549 at prescribed rates.
Torchmark's common stock is listed on the New York Stock Exchange and on
the London Stock Exchange, and the above material can also be inspected at the
respective offices of these exchanges, 20 Broad Street, New York, New York 10005
and Old Broad Street, London, England EC2N1HP. Updated information with respect
to the securities covered by this Prospectus may be provided in the future by
means of appendices to the Prospectus.
The documents and parts thereof incorporated by reference in this
Prospectus but not delivered herewith or with any appendix thereto (not
including exhibits to information incorporated by reference unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates), will be furnished without charge to each person to
whom this Prospectus is delivered, upon a written or oral request submitted to
Carol McCoy, Torchmark Corporation, 2001 Third Avenue South, Birmingham, Alabama
35233 or at (205) 325-4243.
3
<PAGE>
BACKGROUND INFORMATION
----------------------
Torchmark, an insurance and financial services holding company, has its
principal executive office at 2001 Third Avenue South, Birmingham, Alabama
35233. Its telephone number is (205) 325-4200.
Under the terms and provisions of the Torchcmark Corporation 1996 Non-
Employee Director Stock Option Plan (the "Plan" or the "Non-Employee Director
Plan") as approved by the shareholders of Torchmark at their April 24, 1997
Annual Meeting, directors who are not employees of Torchmark, its subsidiaries
and affiliates may elect to defer on an annual basis all or a designated portion
(in 10% increments, but not less than 50%) of their director compensation
payable in 1997 or thereafter into an interest-bearing account in the Plan. Such
deferrals are made subject to a one-time opportunity, within a designated
calendar year period following the deferral election, by the non-employee
director to convert that year's deferred director compensation into stock
options in Torchmark Common Stock, granted at his choice of market value, a
designated discount not to exceed 25% (as fixed by the Compensation Committee of
the Board of Directors of Torchmark) or a combination of both.
In December 1996, contingent upon shareholder approval of the Plan, five of
the seven eligible non-employee directors chose to defer 100% of their 1997
director compensation into the interest-bearing account of the Plan. On January
2, 1997, one such director elected to convert his interest-bearing account
balance to fair market value stock options on 9,084 Torchmark common shares with
an exercise price of $50.25 per share. On January 31, 1997, the remaining four
non-employee directors chose to convert their respective interest-bearing
accounts to fair market value Torchmark stock options on a total of 30,457
shares with an exercise price of $51.75 per share. Shareholders of Torchmark
approved the Non-Employee Director Plan and all options contingently granted
thereunder at their April 24, 1997 Annual Meeting.
Up to 400,000 Torchmark shares are reserved for issuance under the Plan. As
of the date of this Prospectus, of the 400,000 shares available under the Non-
Employee Director Plan, options had been granted on 39,541 shares.
PLAN OF DISTRIBUTION
--------------------
The shares offered pursuant to this Prospectus may, from time to time upon
exercise of the options, be offered for resale through brokers in the over-the-
counter market, on the New York Stock Exchange, on the London Stock Exchange, or
any other exchange on which Torchmark's common stock may be listed or traded
from time to time, or in independent, negotiated transactions or otherwise. The
4
<PAGE>
shares may be sold at market prices prevailing at the time of sale or at
negotiated prices. Some or all of the shares offered hereby may from time-to-
time, alternatively, be sold under applicable rules of the Commission.
SELLING SHAREHOLDERS
--------------------
All of the securities offered hereunder are offered for the account of the
selling shareholders set forth in the table below, which also reflects the
nature of any position, office or other material relationship which the selling
shareholder has had within the past three years with Torchmark or any of its
predecessors or affiliates; the amount of common stock owned by such selling
shareholder on April 30, 1997; and the number of shares to be offered pursuant
to this Prospectus for the selling shareholder's account. None of the selling
shareholders owns in excess of one percent (1%) of the outstanding common stock
of Torchmark.
<TABLE>
<CAPTION>
POSITION OR COMMON SHARES
RELATIONSHIP WITH OWNED AS OF NUMBER OF
NAME TORCHMARK APRIL 30, 1997/1/ SHARES OFFERED
- ---- ---------------- ----------------- --------------
<S> <C> <C> <C>
Louis T. Hagopian Director since 1988 7,500 9,041
Joseph L. Lanier, Jr. Director since 1980 10,500 9,084
Harold T. McCormick Director since 1992 0 9,137
George J. Records, Sr. Director since 1993 2,000 9,137
Yetta G. Samford, Jr. Director from 1980 247,123 3,142
until April 24, 1997
retirement.
</TABLE>
- ----------------------
/1/Does not include 8,256 shares owned by Mr. Lanier's spouse and
1,200 shares owned by his children. Also does not include 4,908 shares
owned by Mr. Samford's spouse. Beneficial ownership of all such shares is
disclaimed.
5
<PAGE>
INDEMNIFICATION
---------------
Section 1 of Article Ninth of the Restated Certificate of Incorporation
of Torchmark provides that a director will not be personally liable to
Torchmark or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (a) for any breach of the duty of
loyalty to Torchmark 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 Torchmark (or is or was serving at the
request of Torchmark as a director, officer, employee or agent for another
entity) while serving in such capacity will be indemnified and held harmless
by Torchmark, to the full extent authorized by the Act, as in effect (or, to
the extent indemnification is broadened, as it may be amended) against all
expense, liability or loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection therewith. With respect to
derivative actions, indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and the Act requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to Torchmark. Rights conferred hereby are contract rights and include
the right to be paid by Torchmark the expenses incurred in defending the
proceedings specified above, in advance of their final disposition; provided
that, if the Act so requires, such payment will only be made upon delivery to
Torchmark by the indemnified party of an undertaking to repay all amounts
advanced if it is ultimately determined that the person receiving such
payments is not entitled to be indemnified under such Section 2(a) or
otherwise. Torchmark may, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.
Section 2(b) of Article Ninth provides that persons indemnified under
Section 2(a) may bring suit against Torchmark to recover unpaid amounts
claimed thereunder, and that if such suit is successful, the expense of
bringing such suit will be reimbursed by Torchmark. While it is a defense to
such a suit that the person claiming indemnification has not met the
applicable standards of conduct making indemnification permissible under the
Act, the burden of proving the defense is on Torchmark and neither the
failure of Torchmark's Board of Directors, independent legal counsel or the
shareholders to have made a determination that 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.
6
<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. Torchmark may
maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of Torchmark or other entity against any
expense, liability or loss, whether or not Torchmark would have the power to
indemnify such persons against such expense, liability or loss under the Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling Torchmark pursuant to the foregoing provisions, Torchmark
has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
INCORPORATION BY REFERENCE
--------------------------
The following documents filed by Torchmark with the Commission are
incorporated herein by reference:
(a) Torchmark's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended, which contains, either directly
or by incorporation by reference, certified financial
statements for Torchmark's latest fiscal year for which such
statements have been filed.
(b) All other reports filed by Torchmark pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) Torchmark's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the latest
Annual Meeting of its shareholders.
(d) The description of Torchmark's common stock (formerly Liberty
National Insurance Holding Company common stock) which is
contained in a registration statement filed under Section 12
of the Exchange Act, including any and all amendments or
reports for the purpose of updating that description.
All reports and other documents subsequently filed by Torchmark
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, as
amended, prior to the termination of this offering shall be deemed to be
incorporated by reference into the Prospectus.
7
<PAGE>
LEGAL OPINION
-------------
The validity of the shares of Torchmark common stock offered hereby has
been passed upon for Torchmark by Carol A. McCoy, Associate Counsel and
Secretary of Torchmark.
EXPERTS
-------
The financial statements of Torchmark as of December 31, 1996 and 1995
and for each of the years in the three-year period ended December 31, 1996,
incorporated by reference herein have been incorporated by reference in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The report of KPMG Peat
Marwick LLP covering the December 31, 1996 financial statements refers to a
change in accounting principles to adopt the provisions of Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of Long
Lived Assets and for Long Lived Assets to Be Disposed Of.
8
