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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 21, 1999
(October 14, 1999)
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)
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 4. Changes in Registrant's Certifying Accountant
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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 effective date of KPMG's
dismissal was October 14, 1999, the date upon which the last of the audit
reports as of and for the year ended December 31, 1998, for the entities noted
above was issued. 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 year ended
December 31, 1998 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, 1998 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 was ratified by Company shareholders at Torchmark's April 29,
1999 annual shareholders meeting.
Item 7. Financial Statements and Exhibits
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Exhibit No. Exhibit
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16 Letter regarding change in certifying accountant.
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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 thereunto duly authorized.
TORCHMARK CORPORATION
Dated: October 21, 1999 By: /s/ Michael J. Klyce
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Name: Michael J. Klyce
Title: Vice President and Treasurer
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[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
October 21, 1999
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We were principal accountants for Torchmark Corporation (Torchmark) and, under
the dates of January 29, 1999, except for Note 17 which is as of February 10,
1999, we reported on the consolidated financial statements of Torchmark
Corporation and subsidiaries as of and for the years ended December 31, 1998 and
1997. 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. Our dismissal was
effective upon the issuance of the last of our audit reports covering the
entities subject to audit as noted above. On October 14, 1999, we issued the
last of the subject audit reports and our dismissal became effective. We have
read Torchmark Corporation's statements included under Item 4 of its Form 8-K
dated October 21, 1999 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
