<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: June 30, 1999
Check here if Amendment [ ] Amendment Number: _________
This Amendment (Check only one):
[ ] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Torchmark Corporation
Address: 2001 Third Avenue South
Birmingham, AL 35233
Form 13F File Number: 28-1112
The institutional investment manager filing this report and the person by
whom it is signed hereby represent that the person signing the report is
authorized to submit it, that all information contained herein is true,
correct and complete, and that it is understood that all required items,
statements, schedules, lists and tables are considered integral parts of
this form.
Person Signing this Report on Behalf of Reporting Manager:
Reporting Manager:
Name: Michael J. Klyce
Title: Vice President & Treasurer
Phone: 205-325-2051
Signature, Place and Date of Signing:
- ------------------------------------------------------------------------------
(Signature)
Birmingham, AL
August 11, 1999
Torchmark Corporation is the controlling person of Waddell & Reed Asset
Management Company. Certain securities managed directly by Waddell & Reed Asset
Management Company are reported herein. Waddell & Reed Asset Management Company
also maintains a subadvisory investment services agreement under which certain
securities are managed by an unaffiliated entity, Waddell & Reed Investment
Management Company. Securities subject to the subadvisory agreement with
Waddell & Reed Investment Management Company are reported on the Form 13F of
Waddell & Reed Financial, Inc.
Report Type (Check only one):
[ ] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting
manager are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reporting are in this report
and all holdings are reported by other reporting manager(s).)
[X] 13F COMBINATION REPORT. (Check here if a portion of the holdings for
this reporting manager are reported in this report and a portion are
reporting by other reporting manager(s).)
<PAGE>
List of Other Managers Reporting for this Manager: (If there are no entries in
this list, omit this section.)
Form 13F File Number 28-7592
Name: Waddell & Reed Financial, Inc.
<PAGE>
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 01
Form 13F Information Table Entry Total: 3
Form 13F Information Table Value Total:
$ 30,172 (thousands)
----------
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is
filed, other than the manager filing this report. [If there are no entries
in this list, state "NONE" and omit the column headings and list entries.]
No. 1
Form 13F File Number 28-371
Name: Waddell & Reed Asset Management Company
<PAGE>
FORM 13F INFORMATION TABLE
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Name of Title of Value Shrs or Investment Other Voting authority
Issuer Class CUSIP (x $1000) prn amt SH/PRN Put/Call Discretion Managers Sole Shared None
Compass
Bancshares,
Inc. COM 20449H109 9,565 351,000 SH Sole 1 X
Vesta
Insurance
Group, Inc. COM 925391104 20,581 4,450,000 SH Sole 1 X
ICH Corp. COM 845605104 26 104,390 SH Sole 1 X
</TABLE>
