<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 (I.R.S. Employer
or incorporation or Identification No.)
organization)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of Principal Executive Offices) (Zip Code)
Torchmark Corporation 1996 Non-Employee Director 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>
- -------------------------------------------------------------------------------------------------------
Titles of Amount to be Proposed Proposed Amount
Securities to registered maximum maximum of
be registered offering aggregate offering registration
price per unit/1/ price fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Torchmark Corporation 400,000 $64.4375 $25,775,000 $7,810.61
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 Non-Employee Director 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 Non-Employee Director
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 Non-Employee
Director 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
<PAGE>
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
<PAGE>
*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 NON-EMPLOYEE
DIRECTOR 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)
TORCHMARK CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE 1
PURPOSE OF THE PLAN
Section 1.1. Purpose. The purpose of the Torchmark Corporation 1996 Non-
Employee Director Stock Option Plan is to attract and retain highly qualified
and capable Non-Employee Directors and to promote the long-term growth of
Torchmark Corporation by providing a vehicle for Non-Employee Directors to
increase their proprietary interest in Torchmark Corporation. The Plan will be
effective for Annual Compensation payable in 1997 or thereafter.
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 Compensation" means the annual cash retainer and meeting fees
payable by the Company to a Non-Employee Director for services as a director
(and, if applicable, as the member or chairman of a committee of the Board) of
the Company, as such amount may be changed from time to time. For purposes of
an election to receive Options under the Plan in lieu of Annual Compensation,
meeting fees will be deemed to be earned at the beginning of the year for all
scheduled meetings during the year, whether or not the Optionee later attends
such meetings.
"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.
"Business Day" means 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;
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(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
(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.
"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).
"Election Date" means the date established by the Plan as the date by which
a Participant must submit a valid Primary Election Form to the Plan
Administrator in order to participate in the Plan for a calendar year. For
each calendar year, the Election Date is December 31 of the preceding calendar
year; provided, however, that the Election Date for a newly eligible
Participant shall be the 30th day following the date on which such individual
becomes a Non-Employee Director.
"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 account established by the Company for each
Participant for Annual Compensation 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). The maintenance of
individual Interest Accounts is for bookkeeping purposes only.
"Non-Employee Director" means a director of the Company who is not an
employee of the Company or of any subsidiary (as determined by the Committee).
"Option" means an option to purchase Shares awarded under Article 6.
"Option Grant Date" means the date upon which an Option is granted to a Non-
Employee Director pursuant to Article 6.
"Optionee" means a Non-Employee Director of the Company to whom an Option
has been granted or, in the event of such Non-Employee Director's death prior
to the expiration of an Option, such Non-Employee Director's Beneficiary.
"Participant" means any Non-Employee Director who is participating in the
Plan.
"Plan" means the Torchmark Corporation 1996 Non-Employee Director Stock
Option Plan.
"Plan Administrator" means the Committee or its delegee of administrative
duties under the Plan pursuant to Section 3.2.
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"Primary Election Form" means a form, substantially in the form attached
hereto as Exhibit A, pursuant to which a Non-Employee Director elects to defer
Annual Compensation under the Plan.
"Secondary Election Form" means a form, substantially in the form attached
hereto as Exhibit B, pursuant to which a Non-Employee Director elects to
convert previously deferred compensation 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 a Non-Employee
Director 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 a Non-Employee Director 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. Each Non-Employee Director is
automatically eligible to participate in the Plan. A Non-Employee Director may
participate in the Plan for a calendar year by delivering a properly completed
and signed Primary Election Form to the Plan Administrator on or before the
Election Date. The Non-Employee Director's participation in the Plan will be
effective as of the first day of the calendar year beginning after the Plan
Administrator receives the Non-Employee Director's Primary Election Form, or,
in the case of a newly eligible Participant, on the first day of the calendar
month beginning after the Plan Administrator receives such Non-Employee
Director's Primary Election Form. 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 Compensation
pursuant to the Plan.
Section 4.2. Irrevocable Election. A Participant may not revoke or change
his or her Primary Election Form for a calendar year; 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 a Director. Nothing contained in the
Plan shall be deemed to give any Non-Employee Director the right to be
retained as a director of the Company.
ARTICLE 5
PLAN BENEFITS
Section 5.1. Deferred Annual Compensation. A Non-Employee Director may elect
to defer up to 100% of his or her Annual Compensation (in 10% increments but
not less than 50%) to his or her Interest Account
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<PAGE>
and/or by conversion to Options in accordance with the terms of the Plan. For
bookkeeping purposes, the amount of the Annual Compensation which a Non-
Employee Director 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. A Non-Employee Director who
wishes to defer Annual Compensation for a calendar year must irrevocably elect
to do so on or prior to the Election Date for such calendar year, by
delivering a valid Primary Election Form to the Plan Administrator. The
Primary Election Form shall indicate: (1) the percentage of Annual
Compensation to be deferred, and (2) the form and timing of payout of deferred
amounts.
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 Annual Compensation on a year-by-year
basis. For example, a 1997 Interest Account, a 1998 Interest Account, 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 Compensation into his or
her Interest Account or convert Annual Compensation 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 a Non-Employee
Director other than by reason of death.
(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 Annual Compensation deferred under the Plan. 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
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<PAGE>
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 a Non-Employee Director 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 Annual
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 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.
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ARTICLE 6
ELECTIVE OPTIONS
Each Non-Employee Director shall be granted Options subject to the following
terms and conditions:
Section 6.1. Election to Receive Options. At any time, but only one time,
during the calendar year immediately following the filing of a Primary
Election Form under Article 5, a Participant shall have the right to convert
into Options pursuant to this Article 6 the then-current balance (as of the
date of such election to receive Options) in his or her Interest Account for
the calendar year to which the Primary Election Form relates. For example, if
a Primary Election Form is filed in December 1996 to defer Annual Compensation
to be earned in 1997, the director may elect at any time in 1997 to convert
such deferred amount to Options. To make such election, the Participant must
file with the Plan Administrator a written irrevocable Secondary Election Form
to receive Options as of the date of the election (the "Option Grant Date").
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.
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 Non-Employee Director 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 an 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. An Optionee's death, Disability,
retirement or other termination of directorship or failure to be reelected as
a director 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 eleven
years from the Option Grant Date. 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-6
<PAGE>
(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 400,000 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
400,000 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.
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.
B-7
<PAGE>
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.
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 Non-Employee Directors 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.
B-8
<PAGE>
EXHIBIT A
PRIMARY ELECTION FORM
[FOR CALENDAR YEAR 1997]
ELECTION TO DEFER DIRECTOR COMPENSATION PURSUANT TO THE
TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the
"Plan") with respect to the undersigned's annual cash retainer and meeting
fees payable to the undersigned by Torchmark Corporation (the "Company") for
services as a director (and, if applicable, as a member or chairman of a
committee of the Board of Directors) of the Company during the calendar year
identified above ("Next Year's Annual Compensation"). 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 under the Plan
% [INDICATE ANY PERCENTAGE FROM 50% TO 100%, IN 10% INCREMENTS] of my
Next Year's Annual Compensation 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 a director of the
Company 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 calendar year identified above, to be effective on the date such
subsequent election is received by the Plan administrator, to convert the
balance on such date in my Interest Account 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 on the
Payment Date will be paid to me or my Beneficiary [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 December, 1996.
---------------------------------------
(Name)
B-9
<PAGE>
EXHIBIT B
SECONDARY ELECTION FORM
[FOR CALENDAR YEAR 1997]
ELECTION TO RECEIVE STOCK OPTIONS PURSUANT TO THE
TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The following constitutes the irrevocable election of the undersigned under
the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the
"Plan") with respect to the conversion to Options of the balance in the
undersigned's Interest Account 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, the balance in
my Interest Account 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 , 1997.
---------------------------------------
(Name)
B-10
<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 Statements 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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
___________________________
277,295 Shares of
Torchmark Corporation
Common Stock, $1 Par Value,
Acquired Pursuant to Torchmark Corporation
1996 Executive Deferred Compensation 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.
___________________________
Underwriting Proceeds to
Discounts Issuer or
Price to and Other
Public Commissions Persons
Per Unit * * *
Total * * *
___________________________
*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.
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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 Executive
Deferred Compensation Stock Option Plan (the "Plan" or the "Executive Deferred
Plan"), as approved by the shareholders of Torchmark at their April 24, 1997
Annual Meeting, an eligible executive may defer all or a portion of his salary
and/or bonus into interest-bearing accounts in the Plan, subject to a one-time
opportunity to elect within a designated time period to convert any deferred
salary for that year as well as a one-time opportunity to elect within a
designated time period to convert any deferred bonus for that calendar year into
options to acquire Torchmark common stock. Such options may be granted at the
executive's election with an exercise price of the fair market value of the
stock, at a discount as designated by the Compensation Committee of Torchmark's
Board of Directors (the "Compensation Committee") not to exceed 25% of the
stock's market value or a combination of both. Executives eligible to
participate may be chosen from time to time by the Compensation Committee or its
designee or by the Chairman of the Board. Three persons are currently designated
by the Compensation Committee to participate in the Plan.
Prior to December 31, 1996, each of the three eligible executives deferred
all or a portion of their respective 1996 bonuses into interest-bearing accounts
in the Plan, subject to shareholder approval of the Plan. On January 31, 1997,
each of these executives elected to convert his interest-bearing account balance
into fair market value stock options with an exercise price of $51.75 per share
and options on a total of 277,295 Torchmark common shares were granted,
contingent upon shareholder approval of the Plan. The Executive Deferred Plan
and options granted thereunder were then approved by Torchmark shareholders at
their April 24, 1997 Annual Meeting.
Up to 1,000,000 Torchmark shares are reserved for issuance under the Plan.
As of the date of this Prospectus, of the 1,000,000 shares available under the
Executive Deferred Plan, options had been granted on 277,295 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
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time, or in independent, negotiated transactions or otherwise. The 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. Of the selling
shareholders, only R.K. Richey owns in excess of one percent (1%) of the
outstanding common stock of Torchmark.
POSITION OR COMMON SHARES
RELATIONSHIP WITH OWNED AS OF NUMBER OF
NAME TORCHMARK APRIL 30, 1997/1/ SHARES OFFERED
- ---- ----------------- -------------- --------------
R. K. Richey Chairman and Chief 907,514 157,081
Executive Officer
Keith A. Tucker Vice Chairman 63,871 81,746
C. B. Hudson Chairman of 346,439 38,468
Insurance Operations
-------
277,295
- --------------------------
/1/Includes for Mr. Richey, 779,555 shares held by his spouse or in
various grantor annuity trusts and 11,778 shares in his company savings and
investment ("thrift") plan account. Includes for Mr. Tucker, 25,875 shares held
by his personal corporation and 1996 shares in his thrift plan account. Includes
for Mr. Hudson, 6,000 shares held as trustee for his children and 5,699 shares
in his thrift plan account.
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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.
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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.
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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
