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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported) October 19, 1998
(October 15, 1998)
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-8052 63-0780404
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 325-4200
None
(Former name or former address, if changed since last report)
Index of Exhibits page 2.
Total number of pages in this report is 3.
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Item 5. Other Events.
In a press release dated October 16, 1998, Torchmark Corporation announced
that on November 6, 1998 it will distribute its remaining stock interest in
Waddell & Reed Financial, Inc. to holders of Torchmark common stock of record as
of October 23, 1998. A copy of the press release is attached hereto as an
exhibit and is incorporated by reference herein.
Item 7. Financial Statement and Exhibits.
(a) Financial statements of business as acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
(99) Press Release of Torchmark Corporation dated October 16, 1998.
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EXHIBIT 99
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
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NEWS RELEASE TORCHMARK
CORPORATION
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Contact: Joyce Lane NYSE Symbol: TMK
(972) 569-3627 For Immediate Release
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TORCHMARK ANNOUNCES SPINOFF OF WADDELL & REED
Birmingham, Alabama, October 16,1998...Torchmark Corporation (NYSE: TMK),
announced today that it has received from the Internal Revenue Service a tax
ruling favorable to Torchmark's proposed tax free distribution of all its shares
of Waddell & Reed Financial, Inc. (NYSE: WDR) common stock to Torchmark
shareholders. As a result, on November 6, 1998, Torchmark will distribute the
Waddell & Reed shares to Torchmark shareholders of record as of October 23,
1998. For each 10 Torchmark shares held, Torchmark shareholders will receive
approximately 3 shares of Waddell & Reed.
Torchmark currently holds 8.0 million of the 32.1 million outstanding
shares of Waddell & Reed's Class A common stock and all of the 34.3 million
outstanding shares of Waddell & Reed's Class B common stock. On the
distribution date, each Torchmark shareholder of record will receive a
combination of Waddell & Reed Class A and Class B common shares in the same
proportion as currently held in the aggregate by Torchmark. Accordingly, for
each Torchmark share held as of October 23, 1998, a Torchmark shareholder will
receive .0569 share of Waddell & Reed Class A common stock and .2447 share of
Waddell & Reed Class B common stock. Torchmark shareholders will be paid cash
in lieu of any fractional Waddell & Reed shares that result from this
distribution.
Torchmark also announced today that the Board of Directors has declared a
cash dividend on the Company's outstanding common stock of record held as of the
close of business on October 23, 1998, to be paid on October 30, 1998. The
third quarter 1998 cash dividend is a total of $0.13 per share consisting of
$0.09 per share attributable to Torchmark common shares and $0.04 per share
attributable to the Waddell & Reed common shares to be distributed to Torchmark
shareholders on November 6, 1998. Waddell & Reed's declared third quarter 1998
dividend is $0.1325 per Waddell & Reed share and, as described above, Torchmark
shareholders will receive about 3 shares of Waddell & Reed for each 10 shares of
Torchmark they hold. As a result, the portion of this quarter's dividend payable
from Torchmark that is attributable to the newly distributed Waddell & Reed
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shares is $0.04 per Torchmark share ($0.1325 x 3/10). In the future, Waddell &
Reed shareholders will receive dividends on all of the Class A and Class B
shares directly from Waddell & Reed, and Torchmark shareholders will receive
cash dividends from Torchmark attributable only to Torchmark common stock.
As a result of the spinoff, the operating results of Waddell & Reed will be
reclassified as "discontinued operations" in Torchmark's financial reports for
all previous financial periods. Torchmark disclosed that total costs related to
the completion of the spinoff were approximately $53 million, including the
previously disclosed $50 million corporate tax expense. These costs will be
reflected in "discontinued operations" in Torchmark's third quarter 1998
earnings report.
Torchmark emphasized that it will reactivate its share repurchase program
subsequent to the Waddell & Reed distribution and may, from time to time,
purchase Torchmark shares both in the open market and in privately negotiated
transactions as market conditions warrant. As in the past, share repurchases
are an important part of Torchmark's program to enhance shareholder value.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TORCHMARK CORPORATION
Date: October 19, 1998 /s/ Michael J. Klyce
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Michael J. Klyce
Vice President and Treasurer
