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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number
December 31, 1997 1-8052
TORCHMARK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 63-0780404
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF
INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
2001 Third Ave. South, 35233
Birmingham, AL
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(205) 325-4200
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS CUSIP NUMBER: ON WHICH REGISTERED:
Common Stock, $1.00 Par 891027104 New York Stock Exchange
Value The International Stock
Exchange, London,
England
Securities registered pursuant to Section 12(g) of the Act:
None
Securities reported pursuant to Section 15(d) of the Act:
TITLE OF EACH CUSIP NUMBER:
CLASS:
8 5/8% Sinking Fund 891027 AB 0
Debentures due 2017
9 5/8% Senior Notes 891027 AD 6
due 1998
8 1/4% Senior 891027 AE 4
Debentures due 2009
7 7/8% Notes due 891027 AF 1
2023
7 3/8% Notes due 891027 AG 9
2013
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [_]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K ((S)229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN, AND
WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [_]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT: $6,555,260,129
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
STOCK, AS OF FEBRUARY 28, 1998: 140,219,468
DOCUMENTS INCORPORATED BY REFERENCE
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 22, 1998,
PART III
INDEX OF EXHIBITS (PAGES 68 THROUGH 70)
TOTAL NUMBER OF PAGES INCLUDED ARE 77
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This Exhibit Index is amended to correct
typographical errors in and refile Exhibits 23(a)-(g).
EXHIBITS
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(3)(i) Restated Certificate of Incorporation of Torchmark
Corporation, as amended
(ii) By-Laws of Torchmark Corporation, as amended (incorporated
by reference from Exhibit 3(b) to Form 10-K for the fiscal
year ended December 31, 1989)
(4)(a) Specimen Common Stock Certificate (incorporated by reference
from Exhibit 4(a) to Form 10-K for the fiscal year ended
December 31, 1989)
(b) Trust Indenture dated as of February 1, 1987 between
Torchmark Corporation and Morgan Guaranty Trust Company of
New York, as Trustee (incorporated by reference from Exhibit
4(b) to Form S-3 for $300,000,000 of Torchmark Corporation
Debt Securities and Warrants (Registration No. 33-11816))
(10)(a) Torchmark Corporation and Affiliates Retired Lives Reserve
Agreement, as amended, and Trust (incorporated by reference
from Exhibit 10(b) to Form 10-K for the fiscal year ended
December 31, 1991)
(b) Capital Accumulation and Bonus Plan of Torchmark
Corporation, as amended, (incorporated by reference from
Exhibit 10(c) to Form 10-K for the fiscal year ended
December 31, 1988)
(c) Torchmark Corporation Supplementary Retirement Plan
(incorporated by reference from Exhibit 10(c) to Form 10-K
for the fiscal year ended December 31, 1992)
(d) Certified Copies of Resolutions Establishing Retirement
Policy for Officers and Directors of Torchmark Corporation
and Providing Retirement Benefits for Directors
(e) Torchmark Corporation Restated Deferred Compensation Plan
for Directors, Advisory Directors, Directors Emeritus and
Officers, as amended (incorporated by reference from Exhibit
10(e) to Form 10-K for the fiscal year ended December 31,
1992)
(f) The Torchmark Corporation 1987 Stock Incentive Plan
(g) General Agency Contract between Liberty National Life
Insurance Company and Independent Research Agency For Life
Insurance, Inc. (incorporated by reference from Exhibit 10(i)
to Form 10-K for the fiscal year ended December 31, 1990)
(h) Form of Marketing and Administrative Services Agreement
between Liberty National Fire Insurance Company, Liberty
National Insurance Corporation and Liberty National Life
Insurance Company (incorporated by reference from Exhibit
10.2 to Form S-1 Registration Statement No. 33-68114)
(i) Form of Deferred Compensation Agreement Between Torchmark
Corporation or Subsidiary and Officer at the Level of Vice
President or Above Eligible to Participate in the Torchmark
Corporation and Affiliates Retired Lives Reserve Agreement
and to Retire Prior to December 31, 1986 (incorporated by
reference from Exhibit 10(k) to Form 10-K for the fiscal
year ended December 31, 1991)
(j) Form of Deferred Compensation Agreement between Torchmark
Corporation or Subsidiary and Officer at the Level of Vice
President or Above Eligible to Participate in the Torchmark
Corporation and Affiliates Retired Lives Reserve Agreement
and Not Eligible to Retire Prior to December 31, 1986
(incorporated by reference from Exhibit 10(l) to Form 10-K
for the fiscal year ended December 31, 1991)
(k) Torchmark Corporation Supplemental Savings and Investment
Plan (incorporated by reference from Exhibit 10(m) to Form
10-K for the fiscal year ended December 31, 1992)
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(l) Service Agreement, dated as of January 1, 1991, between
Torchmark Corporation and Liberty National Life Insurance
Company (prototype for agreements between Torchmark
Corporation and other principal operating subsidiaries)
(incorporated by reference from Exhibit 10(n) to Form 10-K
for the fiscal year ended December 31, 1992)
(m) The Torchmark Corporation Pension Plan (incorporated by
reference from Exhibit 10(o) to Form 10-K for the fiscal
year ended December 31, 1992)
(n) United Investors Management Company Retirement Income Plan
(incorporated by reference from Exhibit 10(p) to Form 10-K
for the fiscal year ended December 31, 1992)
(o) Waddell & Reed, Inc. Career Field Retirement Plan
(incorporated by reference from Exhibit 10(q) to Form 10-K
for the fiscal year ended December 31, 1992)
(p) The Torchmark Corporation Savings and Investment Plan
(incorporated by reference from Exhibit 10(s) to Form 10-K
for the fiscal year ended December 31, 1992)
(q) United Investors Management Company Savings and Investment
Plan (incorporated by reference from Exhibit 10(t) to Form
10-K for the fiscal year ended December 31, 1992)
(r) Credit Agreements dated as of October 24, 1996 among
Torchmark Corporation, the Lenders and The First National
Bank of Chicago, as Agent (364 Day and Five Year)
(s) Coinsurance and Servicing Agreement between Security Benefit
Life Insurance Company and Liberty National Life Insurance
Company, effective as of December 31, 1995 (incorporated by
reference from Exhibit 10(u) to Form 10-K for the fiscal
year ended December 31, 1995)
(t) Form of Deferred Compensation Agreement Between Torchmark
Corporation or Subsidiary and Officer at the Level of Vice
President or Above Not Eligible to Participate in Torchmark
Corporation and Affiliates Retired Lives Reserve Agreement
(incorporated by reference from Exhibit 10(j) to Form 10-K
for the fiscal year ended December 31, 1991)
(u) Torchmark Corporation 1996 Non-Employee Director Stock
Option Plan (incorporated by reference from Exhibit 10(w)
to Form 10-K for the fiscal year ended December 31, 1996)
(v) Torchmark Corporation 1996 Executive Deferred Compensation
Stock Option Plan (incorporated by reference from Exhibit
10(x) to Form 10-K for the fiscal year ended December 31,
1996)
(11) Statement re computation of per share earnings 71
(20) Proxy Statement for Annual Meeting of Stockholders to be
held April 23, 1998
(21) Subsidiaries of the registrant 71
(23)(a) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 of
The Torchmark Corporation Savings and Investment Plan
(Registration No. 2-76378)
(b) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 of
The United Investors Management Company Savings and
Investment Plan (Registration No. 2-76912)
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(c) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 and the
accompanying Form S-3 Prospectus of the Torchmark
Corporation 1996 Non-Employee Stock Option Plan
(Registration No. 333-27137)
(d) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 and the
accompanying Form S-3 Prospectus of the Torchmark
Corporation 1987 Stock Incentive Plan (Registration
No. 33-23580)
(e) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 and the
accompanying Form S-3 Prospectus of The Capital Accumulation
and Bonus Plan of Torchmark Corporation (Registration No.
33-1032)
(f) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 of the
Liberty National Life Insurance Company 401(k) Plan
(Registration No. 33-65507)
(g) Consent of KPMG Peat Marwick LLP to incorporation by
reference of their audit 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 into Form S-8 and the
accompanying Form S-3 Prospectus of the Torchmark Corporation
1996 Executive Deferred Compensation Stock Option Plan
(Registration No. 333-27111).
(24) Powers of attorney
(27) Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of Section 12 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Torchmark Corporation
/s/ C.B. Hudson*
By: ________________________________
C.B. HUDSON, CHAIRMAN CHIEF EXECUTIVE
OFFICER AND DIRECTOR (PRINCIPAL
FINANCIAL OFFICER)
/s/ Gary L. Coleman*
By: ________________________________
GARY L. COLEMAN, VICE PRESIDENT
AND CHIEF ACCOUNTING OFFICER
Date: July 2, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ David L. Boren* /s/ Harold T. McCormick*
By: ________________________________ By: ________________________________
DAVID L. BOREN DIRECTOR HAROLD T. MCCORMICK DIRECTOR
/s/ Joseph M. Farley* /s/ George J. Records*
By: ________________________________ By: ________________________________
JOSEPH M. FARLEY DIRECTOR GEORGE J. RECORDS DIRECTOR
/s/ Louis T. Hagopian* /s/ R.K. Richey*
By: ________________________________ By: ________________________________
LOUIS T. HAGOPIAN DIRECTOR R.K. RICHEY DIRECTOR
/s/ Joseph L. Lanier, Jr.*
By: ________________________________
JOSEPH L. LANIER, JR. DIRECTOR
Date: July 2, 1998
/s/ Carol A. McCoy
*By: _______________________________
CAROL A. MCCOY
ATTORNEY-IN-FACT
77
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Torchmark Corporation:
We consent to incorporation by reference in the Registration Statements (Nos. 2-
76378, 2-76912, 333-27137, 33-23580, 33-1032, 33-65507 and 333-27111) on
Forms 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. 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.
KPMG PEAT MARWICK LLP
Birmingham, Alabama
July 1, 1998
