<PAGE>
Registration No. 333-27137
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 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)
<PAGE>
PART II
Information Required in the Registration Statement
Item 8. Exhibits
(23) Consent of KPMG Peat Marwick LLP to be named as an expert in Resale
Prospectus.
(24) Power of Attorney.
(99) Resale Prospectus for Torchmark Corporation 1996 Non-Employee Director
Stock Option Plan.
<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 September 30, 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 Mark S. McAndrew, Director
*
- ------------------------------- ---------------------------------
Joseph M. Farley, Director Harold T. McCormick, Director
* *
- ------------------------------- ---------------------------------
Louis T. Hagopian, Director George J. Records, Director
* *
- ------------------------------- ---------------------------------
Joseph L. Lanier, Jr. Director R.K. Richey, Director
By: /s/ Carol A. McCoy Date: September 30, 1998
----------------------------
Carol A. McCoy,
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 September 30, 1998.
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
*
--------------------------------
Louis T. Hagopian
*
--------------------------------
Joseph L. Lanier, Jr.
*
--------------------------------
Joseph M. Farley
*By /s/ Carol A. McCoy
---------------------------
Carol A. McCoy
Attorney-in-Fact
<PAGE>
EXHIBIT 23
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. 333-27137 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
September 30, 1998
<PAGE>
EXHIBIT 24
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 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.
Date: September 30, 1998 /s/ C.B. HUDSON
-------------------------------
C.B. Hudson
Chairman, President and Chief
Executive Officer and Director
(Principal Financial Officer)
<PAGE>
EXHIBIT 99
_______________________
PROSPECTUS
_______________________
120,004 Shares of
Torchmark Corporation
Common Stock, $1 Par Value,
Acquired Pursuant to Torchmark Corporation
1996 Non-Employee Director 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.
_______________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Underwriting Proceeds to
Discounts Issuer or
Price to And Other
Public Commissions Persons
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Unit * * *
- ---------------------------------------------------------------------------------------------
Total * * *
- ---------------------------------------------------------------------------------------------
</TABLE>
_______________________
* 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 in
the market at prices not presently determinable. As of September 29, 1998, the
market price of the securities was $36.1875 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
<PAGE>
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 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 or 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 September 30, 1998.
2
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TABLE OF CONTENTS
-----------------
Page
----
Available Information 3
Background Information 4
Plan of Distribution 5
Selling Shareholders 5
Indemnification 6
Incorporation by Reference 7
Legal Opinion 8
Experts 8
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. 20459 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 into the information that this
Prospectus incorporates), will be furnished without charge to each person to
whom this Prospectus is delivered, upon a written
3
<PAGE>
or oral request submitted to Carol McCoy, Torchmark Corporation, 2001 Third
Avenue South, Birmingham, Alabama 35233 or at 205-325-4243.
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 1996 Non-Employee
Director Stock Option Plan (the "Plan" or the "Non-Employee Director Plan") as
approved by the shareholders of Torchmark at their April 24, 1997 Annual
Meeting, directors who are not employees of Torchmark, its subsidiaries and
affiliates may elect to defer on an annual basis all or a designated portion (in
10% increments, but not less than 50%) of their director compensation payable in
1997 or thereafter into an interest-bearing account in the Plan. Such deferrals
are made subject to a one-time opportunity, within a designated calendar year
period following the deferral election, by the non-employee director to convert
that year's deferred director compensation into stock options in Torchmark
Common Stock, granted at his choice of market value, a designated discount not
to exceed 25% (as fixed by the Compensation Committee of the Board of Directors
of Torchmark) or a combination of both.
In December 1996, contingent upon shareholder approval of the Plan, five of
the seven eligible non-employee directors chose to defer 100% of their 1997
director compensation into the interest-bearing account of the Plan. On January
2, 1997, one such director elected to convert his interest-bearing account
balance to fair market value stock options on 9,084 Torchmark common shares with
an exercise price of $50.25 per share. On January 31, 1997, the remaining four
non-employee directors chose to convert their respective interest-bearing
accounts to fair market value Torchmark stock options on a total of 30,457
shares with an exercise price of $51.75 per share. Shareholders of Torchmark
approved the Non-Employee Director Plan and all options contingently granted
thereunder at their April 24, 1997 Annual Meeting.
In December 1997, four of the six eligible non-employee directors chose to
defer 100% of their 1998 director compensation into the interest-bearing account
of the Plan. Each such director elected to convert his respective account
balance to fair market value non-qualified Torchmark stock options as follows:
4
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Date Number of Options Exercise Price
- ----------------------- ----------------- --------------
1-9-98 11,114 $39.1875
2-4-98 9,768 $42.5625
2-10-98 9,721 $42.50
2-13-98 10,319 $41.6250
Up to 400,000 Torchmark shares are reserved for issuance under the Plan. As
of the date of this Prospectus, of the 400,000 shares available under the Non-
Employee Director Plan, options had been granted on 120,004 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 time, or in independent, negotiated transactions or otherwise. 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 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 August 31, 1998; and the number of shares to be offered pursuant
to this Prospectus for the selling shareholder's account. None of the selling
shareholders 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 August 31, 1998* Shares Offered
- ---- ----------------- ---------------- --------------
Louis T. Hagopian Director since 1988 50,600 28,401
Joseph L. Lanier, Jr. Director since 1980 53,100 27,936
Harold T. McCormick Director since 1992 0 29,388
5
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Position or Common Shares
Relationship with Owned as of Number of
Name Torchmark August 31, 1998* Shares Offered
- ---- ----------------- ---------------- --------------
George J. Records, Sr. Director since 1993 9,700 27,995
Yetta G. Samford, Jr. Director from 1980 247,123 6,284
until April 24, 1997,
retirement.
______________________
* Does not include 16,512 shares owned by Mr. Lanier's spouse and 2,400 shares
owned by his children. Also does not include 9,816 shares owned by Mr.
Samford's spouse. Beneficial ownership of all such shares is disclaimed.
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 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
6
<PAGE>
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.
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.
7
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(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.
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, 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 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.
8
