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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
I.C.H. Corporation
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
449264100
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(CUSIP Number)
Carol McCoy, 2001 Third Avenue South, Birmingham, Alabama 35233, (205) 325-4243
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number
Person Authorized to Receive
Notices and Communications)
February 11, 1994
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Torchmark Corporation
I.R.S. I.D. No. 63-0780404
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS *
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES (7) SOLE VOTING POWER
4,677,243
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
4,677,243
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,677,243
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
(14) TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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Item 1. Security and Issuer:
Common Stock, par value $1.00
I.C.H. Corporation ("I.C.H.")
100 Mallard Creek Road, Suite 400
Louisville, Kentucky 40207
Item 2. Identity and Background:
Torchmark Corporation, a Delaware corporation ("Torchmark")
2001 Third Avenue South
Birmingham, Alabama 35233
Torchmark is an insurance and diversified financial services holding
company.
The following information is provided with respect to all executive
officers, directors and controlling persons of Torchmark, all of whom
are citizens of or domiciled in the United States:
<TABLE>
<CAPTION>
Principal Business Position with
Name Occupation Employer Address Reporting Person
- ---- ---------- -------- ------- ----------------
<S> <C> <C> <C> <C>
R.K. Richey Insurance/ Torchmark 2001 Third Ave. South Chairman, CEO and
Financial Services Birmingham, AL 35233 Director
Keith A. Tucker Insurance/ Torchmark 2001 Third Ave. South Vice Chairman and
Financial Services Birmingham, AL 35233 Director
C.B. Hudson Insurance/ Torchmark 2001 Third Ave. South Chairman of
Financial Services Birmingham, AL 35233 Insurance Operation
Director
William T. Graves Insurance/ Torchmark 2001 Third Ave. South Executive Vice
Financial Services Birmingham, AL 35233 President
J.P. Bryan Financial Services Torchmark 1221 Lamar Suite 1600 Chairman and CEO of
Houston, TX 77010 Torch Energy
Advisors, Inc.
Henry J. Herrmann Financial Services Torchmark 6300 Lamar Ave. Senior VP and Chief
Shawnee Mission, KS Investment Officer
66202 United Investors
Management Co.
Robert P. Davison Personal Self-Employed 5 Tamarac Ln. Director
Investments Cherry Hills
Englewood, CO 80110
Joseph M. Farley Attorney Law firm of 1710 6th Ave. N Director
Balch and Birmingham, AL 35203
Bingham
Louis T. Hagopian Advertising and Meadowbrook 270 Sabal Palm Lane Director
Marketing Enterprises Vero Beach, FL 32963
Consultancy
Joseph L. Lanier, Textiles Dan River Inc. 803 3rd Ave. Director
Jr. West Point, GA 31833
Harold T. McCormick Leisure Bay Point 3 Deerwood Director
Industry Yacht and Birmingham, AL 35242
Country Club
Joseph W. Morris Attorney Gable and 2000 Bank IV Center Director
Gotwals 75 West 6th Street
Tulsa, OK 74119
</TABLE>
Page 3 of 8 Pages
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<TABLE>
<S> <C> <C> <C> <C>
Yetta G. Samford, Attorney Samford, 709 Avenue A Director
Jr. Denson Opelika, AL 36803
Horsley Pettey
and Martin
George J. Records Retail Banking/ Midland 5110 Guilford Lane Director
Mortgage Operations Financial Co. Oklahoma City, OK 73120
</TABLE>
(d). Neither Torchmark nor any of the above listed persons have, within
the last 5 years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e). Neither Torchmark nor any of the above listed persons have, within
the last 5 years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in or
subjecting them to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities
subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
On February 11, 1994, Torchmark acquired 4,677,243 shares of
I.C.H. Common Stock for a purchase price of $23,386,215 in cash.
The source of the funds was working capital of Torchmark.
Item 4. Purpose of Transaction:
Pursuant to the Stock Purchase Agreement, dated January 15, 1994, among
I.C.H., Consolidated National Corporation, a Kentucky corporation
("CNC"), Consolidated Fidelity Life Insurance Company, a Kentucky life
insurance corporation ("CFLIC"), Robert T. Shaw, C. Fred Rice and
Torchmark (the "Stock Purchase Agreement"), Torchmark has acquired
shares in I.C.H. for purposes of investment and has no current plans or
proposals that relate to, or would result in, a sale of the Common
Stock purchased; provided, however, Torchmark reserves the right in the
future to purchase or dispose of its shares of I.C.H. Common Stock in
open market transactions, private transactions or otherwise.
(a) Pursuant to the Stock Purchase Agreement, I.C.H. agreed that in
accordance with that certain agreement, dated June 15, 1993, as
amended, among I.C.H., CNC and CFLIC, CFLIC will transfer all
shares (other than as specified in the Stock Purchase Agreement)
of I.C.H. equity securities and any securities exercisable for or
convertible into I.C.H.'s equity securities that are owned by
CFLIC.
(d) Pursuant to the Stock Purchase Agreement, I.C.H. agreed to amend
its bylaws to eliminate the requirement that the number of
directors be an integral of four. An officer of Torchmark has been
elected to the board of directors of I.C.H. as of the closing of
the acquisition of I.C.H. Common Stock described herein. So long
as Torchmark owns at least five percent of the issued and
outstanding shares of Common Stock of I.C.H., I.C.H. will cause a
person designated by Torchmark to be nominated for election as a
director of I.C.H. and I.C.H. will use its best efforts to secure
election of such person as a director to the I.C.H. board of
directors.
Page 4 of 8 Pages
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(e) Pursuant to the Stock Purchase Agreement, I.C.H. Corporation
agreed to use its reasonable best efforts to cause to be filed
an amendment to its certificate of incorporation to eliminate
Class B Common Stock. I.C.H. Corporation also agreed not to reduce
the number of shares of voting securities outstanding prior to the
closing of the transaction contemplated by the Stock Purchase
Agreement.
Other than as set forth above, there are no plans or proposals of the
type contemplated in Items 4(a)-4(j).
Item 5. Interest in Securities of the Issuer:
(a) Torchmark is the record and beneficial owner of 4,677,243
shares (9.78%) of I.C.H. Common Stock.
(b) Torchmark has sole power to vote or to direct the vote of,
and to dispose or direct the disposition of, 4,677,243 shares
of I.C.H. Common Stock. No other person named in Item 2,
either individually or as part of a "group" as that term is
defined in Section 13(d)(3), owns beneficially any shares of
the Common Stock.
(c) On January 15, 1994, Torchmark entered into the Stock
Purchase Agreement whereby Torchmark agreed to purchase
4,677,243 shares of Common Stock of I.C.H. for a purchase
price of $23,386,215. This transaction was closed on February
11, 1994 and is the subject of this Schedule 13D. Other than
as described herein, none of the persons named in Item 2 have
effected any transactions in the Common Stock during the
preceding 60-day period.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer:
I.C.H. agreed pursuant to Section 8.15 of the Stock Purchase Agreement
that so long as Torchmark owns at least five percent of the issued and
outstanding shares of I.C.H. Common Stock, one person designated by
Torchmark will be nominated for election as a director of I.C.H. and
I.C.H. will use its best efforts to secure election of such person as a
director.
Page 5 of 8 Pages
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Item 7. Material to be Filed as Exhibits:
The following exhibits are attached hereto:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ----------------------------------------------
<S> <C>
1 Stock Purchase Agreement dated January 15,
1994, among I.C.H., Consolidated National
Corporation, a Kentucky corporation,
Consolidated Fidelity Life Insurance Company,
a Kentucky life insurance corporation, Robert
T. Shaw, C. Fred Rice and Torchmark
(incorporated by reference to Exhibit No. 1
page 4 of I.C.H.'s Report on Form 8-K (File
No. 1-7697) as filed January 27, 1994.
2 Amendment to Stock Purchase Agreement dated
February 11, 1994, among I.C.H., Consolidated
National Corporation, a Kentucky corporation,
Consolidated Fidelity Life Insurance Company,
a Kentucky life insurance corporation, Robert
T. Shaw, C. Fred Rice and Torchmark.
</TABLE>
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 22, 1994.
TORCHMARK CORPORATION
By: /s/ Carol McCoy
-----------------------------
Carol McCoy
Associate Counsel and
Assistant Secretary
Page 7 of 8 Pages
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EXHIBIT 2
AMENDMENT TO STOCK PURCHASE AGREEMENT
The undersigned hereby agree to amend that certain Stock Purchase Agreement
(the "Agreement"), dated January 15, 1994, among I.C.H. Corporation, a Delaware
corporation (the "Company"), Consolidated National Corporation, a Kentucky
Corporation ("CNC"), Consolidated Fidelity Life Insurance Company, a Kentucky
life insurance corporation ("CFLIC"), Robert T. Shaw, C. Fred Rice and Torchmark
Corporation, a Delaware corporation, as follows:
As used in the Agreement, CNC Shares means 4,517,666 shares of the
Company's common stock, par value $1.00 (the "Common Stock"), and CFLIC
Shares means 159,577 shares of the Company's Common Stock.
All other terms of the Agreement shall remain in full force and effect.
This Amendment may be executed in two or more counterparts, all of which
together shall be considered one and the same agreement and each of which shall
be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the ___ day of February, 1994.
- --------------------------------- CONSOLIDATED NATIONAL
ROBERT T. SHAW CORPORATION
By:
- --------------------------------- ---------------------------------
C. FRED RICE Name:
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Title:
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TORCHMARK CORPORATION CONSOLIDATED FIDELITY LIFE
INSURANCE COMPANY
By: By:
--------------------------------- ---------------------------------
Name: Name:
--------------------------------- -------------------------------
Title: Title:
--------------------------------- ------------------------------
I.C.H. CORPORATION
By:
---------------------------------
Name:
-------------------------------
Title:
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Page 8 of 8 Pages
