<PAGE>
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 28, 1998
(October 21, 1998)
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8052 63-0780404
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of 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.
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On October 21, 1998, with the approval of the Audit Committee of the Board
of Directors of Torchmark Corporation, Torchmark dismissed KPMG Peat Marwick LLP
("KPMG") as its principal accountants effective upon the issuance of KPMG's
reports on the consolidated financial statements of Torchmark Corporation and
subsidiaries and the separately issued financial statements of Torchmark
Corporation's subsidiaries, unit investment trust accounts and benefit plans as
of and for the year ending December 31, 1998. The reports of KPMG Peat Marwick
LLP on the financial statements of Torchmark for either of the two most recent
fiscal years did not contain any adverse opinion or disclaimer of opinion. Such
reports were not qualified or modified as to uncertainty, audit scope or
accounting principles except as follows: KPMG Peat Marwick LLP's Auditors'
Report on the Consolidated Financial Statements of Torchmark Corporation as of
and for the years ended December 31, 1997 and 1996 refers to a change in
accounting principles to adopt the provisions of Statement of Financial
Accounting Standards Board's Statement of Financial Accounting Standard 121
"Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to
Be Disposed Of". During such years and during the period between December 31,
1997 and the date of their dismissal, there was no disagreement between KPMG and
Torchmark on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused that firm to make
reference to the subject matter of such disagreement in connection with its
report on the Company's financial statements.
Also, on October 21, 1998, the Audit Committee of the Board of
Directors approved and Torchmark engaged Deloitte & Touche LLP as the Company's
new principal accountants effective January 1, 1999. Torchmark's appointment of
Deloitte & Touche will be submitted to Company shareholders for ratification at
Torchmark's April 1999 annual shareholders meeting.
Item 7. Financial Statements and Exhibits
Exhibit No. Exhibit
----------- -------
16 Letter regarding change in certifying accountant.
<PAGE>
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 thereunto duly authorized.
TORCHMARK CORPORATION
Dated: October 28, 1998 By: /s/ Michael J. Klyce
--------------------------------
Name: Michael J. Klyce
Title: Vice President and Treasurer
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
October 28, 1998
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We are principal accountants for Torchmark Corporation (Torchmark) and, under
the dates 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, we reported on the consolidated
financial statements of Torchmark Corporation and subsidiaries as of and for the
years ended December 31, 1997 and 1996. On October 21, 1998 we were informed by
Torchmark that it is Torchmark's intention to terminate our appointment as
principal accountants subsequent to the issuance of our reports on the
consolidated financial statements of Torchmark Corporation and subsidiaries and
the separately issued financial statements of Torchmark's subsidiaries, unit
investment trust accounts and benefit plans as of and for the year ending
December 31, 1998. We have read Torchmark Corporation's statements included
under Item 4 of its Form 8-K dated October 28, 1998 and agree with such
statements, except that we are not in a position to agree or disagree with
Torchmark's statement that the change was approved by the audit committee of the
board of directors.
Very truly yours,
KPMG Peat Marwick LLP
Enclosure
cc: Mr. Gary Coleman
Torchmark Corporation
