<PAGE>
Registration No. 33-23580
Post-Effective Amendment No. 1
to
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 Executives Offices) (Zip Code)
Torchmark Corporation 1987 Stock Incentive 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 14,541,000 $32.94 $478,980,540 $4,289.60
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 October 8, 1998.
<PAGE>
The contents of the Form S-8 Registration Statement for the
Torchmark Corporation 1987 Stock Incentive Plan (SEC File No. 33-23580)
(the "Plan") are incorporated herein by reference subject to the
following changes and additional information required in this
registration statement that are not contained in the earlier registration
statement:
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(contained in a disclosure statement not filed with the Securities and
Exchange Commission as a part of this Form S-8 or as a prospectus
supplement under Rule 424 but sent to participants under Rule 428(b)(1))
. Up to 12,300,000 shares of Torchmark Corporation ("TMK") common
stock (adjusted to 24,600,000 for 1997 stock dividend) are
available for awards under the Plan, subject to adjustment
for stock splits, stock dividends and other changes effecting
the common stock.
. No employee can be granted stock options on more than 200,000
shares in any calendar year (adjusted to 400,000 shares for
1997 stock dividend).
. Non-employee ("outside") directors of TMK receive automatically on
an annual basis formula-based Director Stock Options for 3,000
shares (adjusted to 6,000 shares for 1997 stock dividend) on
the first NYSE trading day of each calendar year at 100% of
the closing price of TMK common stock on that date. From time
to time, in the sole discretion of the Board of Directors of
TMK, outside directors may be awarded non-formula based
Director Stock Options for the number of shares, upon the
terms and at the exercise prices established by the Board of
Directors; provided, however, that the exercise price of non-
formula options may be fixed at a discount not to exceed 25%
of fair market value of the common stock on the date of grant
or may be the fair market value of the stock at the grant
date.
. Generally, no stock option, whether granted to employees or
outside directors becomes first exercisable prior to six months
from the grant date except in certain termination situations
(death, disability or normal retirement) or a change in control.
. All stock options may be exercised using procedures for their
simultaneous exercise and sale of shares through a broker
("cashless exercises").
<PAGE>
. Stock options may be transferred upon compliance with certain
conditions to a member of the optionee's immediate family, a trust
for the sole benefit of immediate family members or a partnership
where all the partners are members of such immediate family.
. Options granted to employees terminate as follows:
(a) Upon death: immediately exercisable and the later of one year
from date of death or expiration of the option term.
(b) Upon disability or normal retirement: immediately exercisable
and expiration of the option term.
(c) Upon early retirement: three years from retirement date or
expiration of the option term, whichever is shorter.
(d) Upon termination for cause: date of notice of termination.
(e) Upon voluntary termination: one month from date of
termination or expiration date of the option term, whichever
is shorter.
(f) Upon voluntary termination without cause: three months from
date of termination or expiration date of the option term,
whichever is shorter.
. The Plan may be amended by the Board without shareholder approval
except where it is necessary to satisfy Rule 16b-3 of the
Securities Exchange Act of 1934, Section 162(m) of the Internal
Revenue Code or other regulatory requirements.
. A participant's election to satisfy withholding tax obligations
for all awards other than options with attached stock appreciation
rights ("SAR") by payment in or withholding of shares may be made
at any time.
. In the event of a change of control of TMK, options and SARs
outstanding for at least six months may be settled in cash or in
stock. Options and SARs outstanding for less than six months must
be settled in stock.
<PAGE>
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 1987 Stock Incentive 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; and
(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 repurchase in violation of
<PAGE>
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
<PAGE>
Certificate of Incorporation or By-Laws, or otherwise. The Registrant may
maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of the Registrant or other entity against any
expense, liability or loss, whether or not the Registrant would have the power
to indemnify such persons against such expense, liability or loss under the Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4)(a) Torchmark Corporation 1987 Stock Incentive Plan (filed as Exhibit
10(f) to Form 10-K of Torchmark Corporation for the fiscal year
ended December 31, 1997)*
(5) Opinion regarding legality of securities registered
(23)(a) Consent of KPMG Peat Marwick LLP to incorporation by reference of
their audit report of February 2, 1998, except for Note 16, which
is as of February 20, 1998 and Note 6 which is as of March 5,
1998, into the Form S-8 Registration Statement for the Torchmark
Corporation 1987 Stock Incentive Plan (filed as Exhibit 23(d) to
Form 10-K of Torchmark Corporation for the fiscal year ended
December 31, 1997)*
(23)(b) Consent of KPMG Peat Marwick LLP to be named as Experts in Resale
Prospectus
(23)(c) Consent to use of Opinion regarding legality of securities
registered (Contained in Exhibit 5)
(24) Powers of attorney (Certain powers of attorney previously filed)
(99) Resale Prospectus dated October 9, 1998.
______________
* Previously Filed
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;
<PAGE>
(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 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 is 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.
<PAGE>
(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 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 October 9, 1998.
TORCHMARK CORPORATION
By: *
-------------------------------------
C.B. Hudson
Chairman, President, Chief
Executive Officer 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, Director
/s/ R.K. Richey
- --------------------------------- ---------------------------------
R.K. Richey, Director Mark S. McAndrew, Director
*By: /s/ Carol A. McCoy Date: October 9, 1998
-----------------------------
Carol A. McCoy,
Attorney-in-fact
**By: /s/ R.K. Richey
----------------------------
R.K. Richey,
Attorney-in-fact
<PAGE>
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 October 9, 1998.
TORCHMARK CORPORATION 1987 STOCK
INCENTIVE PLAN
By: COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF TORCHMARK
CORPORATION, as Administrator
By: *
---------------------------------------
Joseph L. Lanier, Jr., Chairman
*
---------------------------------------
Joseph M. Farley
**
---------------------------------------
George J. Records, Sr.
*
---------------------------------------
Louis T. Hagopian
* By: /s/ R.K. Richey
------------------------------------
R.K. Richey, Attorney-in-Fact
**By: /s/ Carol A. McCoy
------------------------------------
Carol A. McCoy, Attorney-in-Fact for
George J. Records, Sr.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF TORCHMARK CORPORATION APPEARS HERE]
October 6, 1998
Board of Directors
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
RE: Torchmark Corporation 1987 Stock Incentive 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 1987 Stock
Incentive Plan (the "Plan"). This opinion is being rendered pursuant to the
requirements of the amendment to Form S-8 Registration Statement to be filed on
behalf of the 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 320,000,000 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
October 6, 1998
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(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Torchmark Corporation:
We consent to incorporation by reference in the Post Effective Amendment No. 1
to the Registration Statement No. 33-23580 on Form S-8 of our report dated
February 2, 1998, except for Note 16 which is as of February 20, 1998 and Note 6
which is as of March 5, 1998, relating to the consolidated balance sheet of
Torchmark Corporation and subsidiaries as of December 31, 1997 and 1996, 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, 1997, which report appears in the December 31, 1997, Annual Report
on Form 10-K of Torchmark Corporation and to the reference to our firm under the
heading "Experts" in the prospectus. Our report 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.
KPMG Peat Marwick LLP
Birmingham, Alabama
October 9, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer and director of Torchmark Corporation (the
"Company") constitutes and appoints Gary 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 1987 Stock
Incentive 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.
Date: October 9, 1998 /s/ C.B. Hudson
----------------------- ---------------------------------
C.B. Hudson
Chairman, President and Chief
Executive Officer and Director
(Principal Financial Officer)
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned officer of Torchmark Corporation (the "Company")
constitutes and appoints 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 1987 Stock Incentive 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.
Date: October 1, 1998 /s/ Gary L. Coleman
----------------------- ---------------------------------
Gary L. Coleman
Vice President and Chief
Accounting Officer
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned director of Torchmark Corporation (the "Company")
constitutes and appoints R.K. Richey, Gary 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 1987 Stock
Incentive 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.
Date: September 30, 1998 /s/ George J. Records
----------------------- ---------------------------------
George J. Records
Director
<PAGE>
EXHIBIT 99
7,261,955 Shares
Torchmark Corporation Common Stock
Acquired Pursuant to Torchmark Corporation 1987 Stock Incentive Plan
This stock is offered for resale by certain selling stockholders of Torchmark
Corporation. The selling stockholders currently hold stock options and/or
restricted stock under the 1987 Stock Incentive Plan. Torchmark will not
receive any of the proceeds from the offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Per Share Total
--------- -----
Public Offering Price * *
Underwriting Discounts and Commissions * *
Proceeds to Selling Stockholders * *
* These shares may be offered in various types of sale transactions or other
dispositions at prices which cannot presently be determined. Brokers, dealers
and/or cash transactions may or may not be involved. The closing price of the
stock on the New York Stock Exchange on October 1, 1998 was $34.3125 per share.
Torchmark will pay all costs connected with preparation and distribution of this
Prospectus, filing fees and accountants' fees. Any other expenses will be paid
by the selling shareholders and cannot be currently estimated.
Prospectus dated October 9, 1998
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
<S> <C>
Page
----
Available Information 2
Background Information 3
Plan of Distribution 3
Selling Shareholders 3
Indemnification 8
Incorporation by Reference 10
Legal Opinion 10
Experts 10
</TABLE>
AVAILABLE INFORMATION
---------------------
Torchmark is subject to the information requirements of the Securities
Exchange Act of 1934. It files periodic reports, proxy statements and other
information with the Securities and Exchange Commission. These reports, proxy
statements and other information 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 at http://www.sec.gov. Copies of
this material can also be obtained from the Public Reference Section of the
Commission at 450 5th Street, N.W., Washington, D.C. 20459 at prescribed rates.
Torchmark's common stock is listed on the New York Stock Exchange and on the
London Stock Exchange. 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 into this
Prospectus which are not delivered with it or with any appendix (not including
exhibits to information incorporated by reference into this Prospectus), will be
furnished without charge upon a written or oral request submitted to Carol
McCoy, Torchmark Corporation, 2001 Third Avenue South, Birmingham, Alabama 35233
or at 205-325-4243.
2
<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 Torchmark Corporation 1987 Stock
Incentive Plan (the "Plan"), non-qualified stock options and restricted stock
have been awarded to directors, officers, other key employees and consultants of
Torchmark, its subsidiaries
and affiliates.
Up to 12,300,000 Torchmark shares (adjusted to 24,600,000 shares for 1997
stock dividend) are reserved for issuance under the Plan. As of the date of
this Prospectus, stock options had been granted on 24,468,224 shares and 117,500
shares of restricted stock had been awarded.
PLAN OF DISTRIBUTION
--------------------
The shares offered pursuant to this Prospectus may, from time to time upon
exercise of the options or the vesting of restricted stock, be offered for
resale through brokers in the over-the-counter market, on the New York Stock
Exchange, 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. The shares may be sold at market prices prevailing at
the time of the 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 shown below are offered for the account of the selling
shareholders. The table also lists 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, subsidiaries or
affiliates 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 and C.B. Hudson own or have the right to acquire through exercise of
stock options in excess of one percent (1%) of the outstanding common stock of
Torchmark. American Income Life Insurance Company (AIL), Globe Life And
Accident Insurance Company (Globe), Liberty National Life Insurance Company
(LNL), Brown-Service Funeral Homes, Inc. (Brown-Service), United American
Insurance Company (UA), First United American Life Insurance Company (1st UA),
Globe Marketing Services, Inc. (Globe Marketing), Torchmark Development
Corporation
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(TDC), United Investors Life Insurance Company (UILIC), and Waddell & Reed Asset
Management Company (WRAMCO) are subsidiaries of Torchmark.
Position or
Relationship No. of Shares
Name with Torchmark Offered
_____________________________________________________________________________
Cooper, Charles B. President - AIL 136,200
Rapoport, Bernard Chairman & CEO - AIL 176,500
Boren, David L. Director - TMK 26,000
Farley, Joseph M. Director - TMK 60,400
Hagopian, Louis T. Director - TMK 103,001
Lanier, Jr., Joseph L. Director - TMK 97,536
McCormick, Harold T. Director - TMK 76,688
Records, George J. Director - TMK 71,195
Richey, R.K. Director - TMK 1,245,944
Allen, E. Ann V.P., Claims - Globe 24,900
Burke, George B. Sr. V.P., Direct Marketing - Globe 77,400
Fritz, Judith A. V.P., Lettershop - Globe Marketing 30,700
Hasselkus, Kathy S. V.P., Data Processing - Globe 16,800
Herbel, Vern D. Sr. V.P., Asst. to President - Globe 47,500
Hudson, Charles F. V.P. & General Manager -
Globe Marketing 7,500
Kueffer, R. Sterling V.P., Data Processing - Globe 20,800
Mitchell, R. Brian V.P. & Assoc. General Counsel - Globe 3,620
Smith, Owen Edward V.P., Accounting - Globe 10,900
Smith, Sam V.P., Underwriting &
New Business - Globe 3,500
Williams, Glenn D. Sr. V.P., Direct Marketing - Globe 35,900
Aderholt, Tim District Manager - LNL 3,200
Beene, Charles B. 2nd V.P. - LNL 10,200
Boulware, III, Thomas M. President - Brown Service 28,800
Burns, G. Michael V.P. - LNL 8,300
Carnley, Jr., Hillary Sr. V.P. - LNL 42,600
Cheesborough, S. Newell Sr. V.P. - LNL 9,550
Chou, Hung-Cheng V.P. & Chief Actuary - LNL 17,300
Davis, Terry W. V.P. - LNL 7,200
Dobbs, Robert H. V.P. - LNL 15,700
Drew, Todd S. Corporate Pilot - LNL 5,000
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Duce, Vurl E. Exec. V.P. & Chief Agency
Officer - LNL 51,600
Gray, Wester A. 2nd V.P. - LNL 6,000
Hamby, Thomas E. V.P. - LNL 5,500
Hamilton, E. Duncan V.P. & Asst. General Counsel - LNL 6,200
Harrison, Daniel L. Regional V.P. - LNL 6,400
Hill, Jimmy C. 2nd V.P. - LNL 7,900
Johnson, Kenneth N. V.P. - LNL 35,500
Kelley, Jr., Jack A. Sr. V.P. - LNL 19,100
Kelly, Lanny G. Regional V.P. - LNL 1,200
LaRussa, Costanzo, J. 2nd V.P. - LNL 7,900
Livingston, John H. Assoc. Counsel - LNL 3,100
Mayton, Jr., James L. V.P. & Controller - LNL 4,000
McLain, Danny 2nd V.P. - LNL 1,000
McWhorter, Anthony L. President - LNL 117,600
Morrison, Jr., Hubert L. V.P. - LNL 15,100
Neill, Robert H. Assoc. Counsel - LNL 1,600
Patterson, Carr W. 2nd V.P. & Assoc. Controller - LNL 2,700
Poole, James D. V.P. & Asst. General Counsel - LNL 4,800
Preston, Charles A. Corporate Pilot - LNL 6,600
Rainey, Dale District Manager - LNL 500
Sexton, Steve Former Regional V.P. - LNL 3,200
Simonetti, Jr., Joseph F. V.P. - LNL 47,300
Smith, David Leon, III Assoc. Counsel - LNL 500
Vickers, Geary P. Regional V.P. - LNL 1,200
Watts, Ronald D. Regional V.P. - LNL 1,200
Wells, Jack D. V.P. - LNL 25,800
Brill, Tony G. V.P. - TMK 140,000
Fagin, Michael K. V.P. - TMK 85,500
Fox, T. Randolph V.P. & Asst. Treasurer - TMK 34,300
James, Wallace Lee Asst. Treasurer - LNL 500
Klyce, Michael J. V.P. & Treasurer - TMK 60,100
Lester, Debra J. Assoc. Controller - TMK 500
McCoy, Carol A. Assoc. Counsel & Secretary - TMK 38,100
McDaniel, Brenda R. Assoc. Controller - TMK 500
Robins, Jeffrey E. Computer Specialist - TMK 5,300
Still, Stephen W. V.P. & Assoc. General Counsel - TMK 10,600
Stone, Spencer H. Controller - TMK 35,100
Stratton, Jr., Norman B. Director EDP Auditing - TMK 4,400
Taylor, Jr., Thomas P. Asst. Treasurer - TMK 28,400
Wessinger, H. Wayne Valuation Actuary - TMK 27,400
Elgin, Mark D. Executive V.P. - TDC 38,700
McLean, Robert C. V.P. - TDC 18,100
5
<PAGE>
Aycock, Tom V.P. & Chief Actuary - UILIC 9,300
Serber, William L. Former V.P., Admin. - UILIC 500
Stagner, Ross V.P., Marketing - UILIC 17,300
Adams, Jon V.P., Financial Reporting/Treasury - UA 2,525
Adams, Judy Asst. V.P., Agency Licensing - UA 2,025
Alexander, Jeffrey M. V.P. - UA 11,620
Almond, Danny Manager, Special Projects - TMK 5,000
Atchley, Larry L. Corporate Pilot - UA 6,600
Braswell, Ann M. V.P., Policy Service - UA 2,025
Bryner, Duane J. Corporate Tax Specialist - TMK 1,000
Coleman, Gary L. V.P. & Chief Accounting Officer -
TMK 117,900
Davis, Linda E. Asst. V.P., Systems Auditor - UA 2,300
Dunn, Kevin T. Field V.P., Branch Sales - UA 1,500
Gaddis, Christine M. V.P. - UA & Globe 3,910
Gaisbauer, Michael J. V.P. - UA 9,520
Gockel, Douglas L. Sr. V.P. - UA 77,500
Grimland, Gene P. Exec. V.P., Sales - UA 5,000
Hargrave, Patsy N. Asst. V.P., Policy Rate Filings - UA 2,300
Holmes, Randy V.P., Applications
Programming - UA 6,520
Hudson, C.B. Chairman, President & CEO - TMK 997,192
Hutchison, Larry M. V.P. & General Counsel - TMK 66,700
Keller, Robert J. Asst. V.P. & Assoc. Actuary - UA 1,000
King, Andrew W. Sr. V.P., Branch Office Sales - UA 49,600
Lane, Joyce L. V.P., Investor Relations - TMK 67,300
Lutek, Ben V.P., Actuary - UA 6,600
Majors, Michael V.P., Regulatory Compliance - UA 5,700
McAndrew, Mark S. President - UA & Globe 199,300
McLaughlin, Karen M. V.P., Policy Benefits - UA 38,000
Montgomery, Rosemary J. Sr. V.P. & Chief Actuary - UA 107,600
Moser, Johnny M. V.P., New Benefits - UA 34,700
Pape, Mark E. V.P., Planning - TMK 20,000
Poirier, Fred J. Asst. V.P., Special Markets - UA 1,000
Polston, F. Ronald Sr. V.P., General Agency Life Sales -
UA 26,300
Richey, Robert E. V.P., Brokerage - UA 42,200
Roberts, Boyd Corporate Pilot - UA 3,700
Ryan, Keith P. V.P., Assoc. Counsel - UA 20,800
Savo, James V.P., Operations & General Manager -
1st UA 4,620
Sherritt, Jr., James H.P. Asst. V.P., Agency
Telecommunications - UA 1,500
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<PAGE>
Simmons, Steve L. V.P., Sales Administration - UA 32,600
Smallwood, William E. Sr. V.P., General Agency Health Sales -
UA 2,000
Stock, Sam E. Comptroller - UA 11,800
Thorndike, David F. V.P. - TMK 24,700
Tucker, Russell P. V.P. - TMK 26,400
Avery, Michael L. Employee - TMK Affiliate 9,000
Becker, Dan Employee - TMK Affiliate 4,000
Cipolla, Larry Employee - TMK Affiliate 2,000
Collins, Charles Employee - TMK Affiliate 7,400
Cordell, Dick Employee - TMK Affiliate 5,900
Cusser, James C. Employee - TMK Affiliate 5,300
Garcia, Abel Employee - TMK Affiliate 6,000
Hechler, Robert L. Officer - TMK Affiliate 109,500
Herrmann, Henry J. Officer - TMK Affiliate 224,100
Holliday, John M. Employee - TMK Affiliate 44,032
Intagliata, Antonio Employee - TMK Affiliate 5,000
Keller, Rob Employee - TMK Affiliate 1,500
Kurth, Craig Employee - TMK Affiliate 2,800
Lewis, Mark A. Employee - TMK Affiliate 5,100
McCroy, James Sr. V.P. - WRAMCO 3,000
Mengel, Thomas Employee - TMK Affiliate 2,000
Pappas, Sharon Employee - TMK Affiliate 8,000
Prince-Fox, Cynthia Employee - TMK Affiliate 6,000
Renskers, Stanley Employee - TMK Affiliate 17,700
Rieke, Louise D. Employee - TMK Affiliate 9,900
Sarris, Grant Employee - TMK Affiliate 2,000
Seferovich, Mark G. Employee - TMK Affiliate 14,552
Shafran, Zachary Employee - TMK Affiliate 2,000
Sterner, Patrick Employee - TMK Affiliate 5,300
Strohm, Michael Employee - TMK Affiliate 10,700
Sundeen, John E. Employee - TMK Affiliate 17,600
Thompson, Russell E. Employee - TMK Affiliate 22,200
Towery, D. Tyler Employee - TMK Affiliate 13,600
Tucker, Keith A. Former Officer - TMK & Officer -
TMK Affiliate 781,892
Ulrich, Mitchell Employee - TMK Affiliate 5,400
Vrabac, Dan Employee - TMK Affiliate 3,700
Williams, Robert Employee - TMK Affiliate 8,000
Wineland, James D. Employee - TMK Affiliate 4,000
Canty, John F. Employee Benefits
Consultant - WRAMCO 9,000
Davison, Robert P. Former Director - TMK 12,000
7
<PAGE>
Morris, Joseph W. Former Director - TMK 6,000
Samford, Jr., Yetta G. Former Director - TMK 90,284
Calame, Gene D. Former Executive V.P., General Counsel
and Secretary - Globe 44,000
Cooper, Teresa D. Former Asst. General Counsel - Globe 2,620
Kiser, John S. Former Officer - Globe 2,400
Yates, Donald G. Former Officer - Globe 27,846
Barclift, William C. Former Executive V.P., General
Counsel & Secretary - LNL 23,706
Brown, Jack V. Former President - LNL 5,100
Collins, Betsy P. Former V.P. & Asst. General
Counsel - LNL 1,800
Elliott, Edgar M., III Former General Counsel,
Litigation - LNL 4,000
Graves, William T. Former Executive V.P. - TMK 34,398
Hammond, Dennis Former Officer - Former TMK Affiliate 8,328
Clayton, Jr., Charles T. Former V.P. - UILIC 14,100
Sedgwick, James L. Former President - UILIC 62,700
Deihl, Lendol B. Former Officer - UA 39,552
McAra, Cynthia A. Former Officer - UA 48,000
Breeding, Jim Pilot - Former TMK Affiliate 900
Upshaw, David L. Former Officer - TMK Affiliate 3,554
Williams, James A. Former Officer - TMK Affiliate 12,000
Wirkkula, George L. Former Officer - TMK Affiliate 7,000
---------
7,261,955
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
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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 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 the 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.
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.
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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) 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.
LEGAL OPINION
-------------
The validity of the shares of Torchmark common stock offered pursuant to
this Prospectus 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, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997,
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
10
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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, 1997
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.
11
