EXHIBIT 99
RESALE PROSPECTUS
Torchmark Corporation
3,287,368 Shares of Common Stock
Acquired Under the
Torchmark Corporation 1998 Stock Incentive Plan
Torchmark Corporation, 2001 Third Avenue, South Birmingham, Alabama 35233
We are an insurance holding company, whose common stock trades on the New York
Stock Exchange under the symbol "TMK".
We will pay the cost of preparing, producing and distributing this prospectus,
any registration fees, accountants' fees and expenses, all expected to be
minimal. The selling shareholders will pay any other expenses.
These shares will be acquired by certain of our current and former non-employee
directors, officers, key employees, consultants and their transferees on the
exercise of stock options they acquired under the Company's 1998 Stock Incentive
Plan. The shares are being registered for them so they may resell or dispose of
them in transactions which may or may not involve brokers, dealers or cash
transactions. They may choose to sell their shares in the public market or in
privately negotiated transactions at prices that cannot presently be determined.
As of June 26, 2000, the closing price of Torchmark Corporation common stock on
the New York Stock Exchange was $25.06 per share.
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This Prospectus also relates to any additional shares the non-employee
directors, officers, key employees, consultants and their transferees acquire
because of future stock dividends, splits or distributions or similar capital
readjustments.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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June 30, 2000
TABLE OF CONTENTS
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Background Information 3
Selling Shareholders 4
Plan of Distribution 10
Indemnification 11
Legal Opinion 11
Experts 11
Where to Obtain Additional Information 12
2
BACKGROUND INFORMATION
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Torchmark is an insurance holding company. We have our principal executive
offices at 2001 Third Avenue South, Birmingham, Alabama 35233. Our telephone
number is 205-325-4200.
Under the terms of the Torchmark Corporation 1998 Stock Incentive Plan, the
Compensation Committee of the Board of Directors of Torchmark has awarded
current and former officers, key employees and consultants of Torchmark and its
subsidiaries non-qualified stock options to purchase shares of Torchmark common
stock at various exercise prices equal to the closing price of the stock on the
New York Stock Exchange on the respective option grant dates. Additionally,
certain executive officers recommended by the Chairman, President and Chief
Executive Officer of Torchmark and approved by the Compensation Committee have
been allowed to elect to take all or a part of the bonuses they receive in the
form of stock options awarded pursuant to the Plan.
The Plan provides that all non-employee directors of Torchmark are
automatically granted market price stock options on 6,000 shares on the first
trading day of each calendar year that they serve on the Board of Directors.
Certain of the non-employee directors also have elected to defer their director
compensation and subsequently convert their annual deferred compensation account
to stock options under the Plan. All eligible actively-serving directors with
accrued benefits under Torchmark's former director retirement program elected in
February 2000 to convert the present value of those benefits to stock options
issued pursuant to the Plan.
The following options have been awarded pursuant to the Plan:
GRANT EXPIRATION NO. OF EXERCISE
DATE DATE OPTIONS PRICE NO. OF OPTIONEES TYPE
12-16-98 12-18-08 687,800 $33.4375 138 Officers, Key Employees & Consultants Regular Grant
12-16-98 12-16-09 119,894 $33.4375 13 Officers In Lieu of Bonuses
1-4-99 1-6-09 42,000 $ 36.50 7 Directors Automatic Formula
1-11-99 1-11-10 51,025 $33.9375 5 Directors Compensation Deferral
11-15-99 11-17-09 1,173,733 $ 34.50 85 Directors, Officers, Key Employees,
Transferees & Consultants Additional Grant
12-21-99 12-23-09 1,060,050 $27.8125 156 Officers, Key Employees & Consultants Regular Grant
12-21-99 12-21-10 75,663 $28.3125 5 Officers In Lieu of Bonuses
1-3-00 1-5-10 48,000 $28.3125 8 Directors Automatic Formula
1-3-00 1-3-11 11,315 $28.3125 2 Directors Compensation Deferral
1-4-00 1-4-11 19,071 $ 27.75 1 Director Compensation Deferral
1-17-00 1-17-11 6,011 $ 27.325 1 Director Compensation Deferral
1-18-00 1-18-10 6,309 $ 25.75 1 Director Compensation Deferral
2-29-00 3-2-10 22,355 $19.8125 8 Directors Conversion of Retirement
Benefits
2-29-00 2-28-11 8,546 $19.8125 1 Director Compensation Deferral
Up to 14,000,000 Torchmark shares are reserved for issuance under the Plan.
As of the date of this Prospectus, options had been granted on 3,331,772 shares
under the Plan with options on 44,404 shares expiring and being returned to
shares available for grant, resulting in outstanding Plan options on 3,287,368
Torchmark shares.
3
SELLING SHAREHOLDERS
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All of the stock offered under this Prospectus is offered for the account
of the selling shareholders listed below. Torchmark will not receive any of the
proceeds from this offering. Also shown below are the selling shareholders'
positions or offices with Torchmark or its subsidiaries in the past three years,
the number of common shares they owned, directly or indirectly, on June 1, 2000
and the number of shares offered for sale. American Income Life Insurance
Company (AIL), Brown-Service Funeral Homes Company, Inc. (Brown Service), First
United American Insurance Company (FUA), Globe Life And Accident Insurance
Company (Globe), Globe Marketing Services, Inc. (Globe Marketing), Liberty
National Life Insurance Company (LNL), United American Insurance Company (UA)
and United Investors Life Insurance Company (UILIC) are subsidiaries of
Torchmark (TMK). Torchmark Development Corporation (TMK Dev) is a former
subsidiary of TMK.
Shares Shares
Name Position/Title Owned Offered
Crosby, Dianna Vice President, Claims & Policy Owner Service, Assistant
Secretary - AIL -0- 500
Emmert, Gayle Vice President, Actuary - AIL -0- 4,000
Gamble, Debbie Senior Vice President, Agency - AIL -0- 500
Mull, Randall Senior Vice President & Treasurer - AIL -0- 500
Ramsey, Beverly Senior Vice President, Personnel, Fileroom & General
Services, Assistant Secretary - AIL -0- 500
Reese, Penny Vice President, Claims - AIL -0- 500
Schronk, Mary Vice President, Policy Owner Service - AIL -0- 500
Smith, Roger Executive Vice President & Sales Director - AIL 700 25,000
Straubel, Paul Vice President - AIL 200 1,000
Boren, David L. Director - TMK 3,204 13,395
Farley, Joseph M. Director - TMK 69,410 16,800
Hagopian, Louis T. Director - TMK 51,893 31,124
Lanier, Joseph L., Jr. Director - TMK 72,781 28,931
McCormick, Harold T. Director - TMK 9,238 30,186
Records, George J. Director - TMK 13,158 29,505
Richey, R.K. Director - TMK 902,446 467,522
Smith, Lamar C. Director - TMK -0- 12,522
Allen, E. Ann Vice President, Claims - Globe 10,913 7,601
Burke, George B. Executive Vice President - Globe -0- 51,451
Curtis, Jack Branch Manager - Globe 1,710 1,000
4
Shares Shares
Name Position/Title Owned Offered
Daniel, Raymond E. Branch Manager - Globe -0- 1,000
Fritz, Judith A. Vice President, Direct Mail - Globe 26,264 2,228
Hasselkus, Kathy S. Vice President, Data Processing - Direct Response - Globe 1,831 12,485
Herbel, Vern D. Senior Vice President - Globe 5,306 30,250
Hudson, Chuck Vice President - Globe Marketing -0- 11,305
Hudson, Donna Vice President, Premium Accounting & Policy Service - Globe -0- 1,000
Jones, Bobby Assistant Vice President, Data Processing - Globe -0- 500
Larkin, James Field Vice President, Sales - UA 2,200 3,200
Leavell, William Assistant Vice President - Globe Marketing -0- 1,500
Mitchell, Brian R. Vice President, Assistant Counsel & Assistant Secretary - Globe 327 3,980
Smith, Owen Edward Vice President, Accounting - Globe 1,381 8,050
Smith, Sam Vice President, Underwriting & New Business - Globe 200 3,000
Williams, Glenn D. Executive Vice President - Globe 1,928 52,085
Aderholt, Tim District Manager - LNL 2 1,400
Baker, Thomas G. District Manager - LNL -0- 300
Beech, Nelson District Manager - LNL -0- 200
Beene, Charles B. Second Vice President - LNL -0- 2,523
Bieber, Stewart Pilot - LNL -0- 500
Blankenship, James Carl District Manager - LNL 2,667 300
Boudreaux, Craig Second Vice President - LNL 64 1,000
Boulware, Thomas M. III President - Brown Service 31,424 7,225
Burns, G. Michael Vice President - LNL -0- 5,000
Carnley, Hillary Jr. Senior Vice President - LNL 10,238 32,056
Cheesborough, S. Newell Senior Vice President - LNL 883 20,353
Chou, Hung-Cheng Vice President & Chief Actuary - LNL 5,956 9,221
Coggin, Kenneth Mark District Manager - LNL -0- 400
Davison, Gerald V. District Manager - LNL 197 600
Davis, Terry Vice President - LNL -0- 11,500
5
Shares Shares
Name Position/Title Owned Offered
Dobbs, Robert H. Vice President - LNL 610 4,104
Drew, Todd S. Pilot - LNL 500 2,000
Duce, Vurl E. Executive Vice President & Chief Agency Officer - LNL 15,429 60,360
Ferguson, Scot District Manager - LNL 610 300
Graham, Thomas E. Jr. District Manager - LNL 15 300
Gray, Wester A. Vice President, Information Systems - LNL 1,651 5,194
Grinstead, William R. District Manager - LNL 400 400
Hamby, Thomas E. Vice President - LNL 575 3,970
Hamilton, E. Duncan Vice President & Assistant General Counsel - LNL 756 5,343
Harrison, Danny Regional Vice President - LNL 1,000 10,548
Hill, Jimmy C. Vice President, Information Systems - LNL 3,128 5,270
Jeffreys, Dale District Manager - LNL -0- 400
Johnson, Kenneth N. Vice President & Chief Information Officer - LNL 12,000 7,230
Kelley, Jack A. Jr. Senior Vice President - LNL 3,125 17,877
Kelly, Lanny G. Regional Vice President - LNL 135 8,000
LaRussa, Costanzo J. Second Vice President - LNL -0- 2,695
Lewis, David L. Jr. District Manager - LNL -0- 400
Livingston, John H. Associate Counsel & Assistant Secretary - LNL 7,206 1,325
Loudermilk, Bobby R. Second Vice President - LNL -0- 1,000
Maenza, Carl District Manager - LNL -0- 300
Martin, Brenda K. Second Vice President - LNL -0- 1,000
Mayton, James L. Jr. Vice President & Controller - LNL 18,188 2,325
McKinney, Larry Sales Manager - LNL -0- 300
McLain, Danny C. Second Vice President - LNL -0- 3,000
McWhorter, Anthony L. Chairman, President & CEO - LNL 56,798 155,879
Michalke, Michael A. Second Vice President - LNL -0- 1,000
Morrison, Hubert L. Jr. Vice President - LNL 7,326 9,256
Nix, Rodger District Manager - LNL -0- 400
Norell, Louis District Manager - LNL 353 600
Patterson, Carr W. Second Vice President & Associate Controller - LNL 852 2,325
6
Shares Shares
Name Position/Title Owned Offered
Poole, James D. Vice President & Assistant General Counsel - LNL 8 3,000
Poppell, W.A. District Manager - LNL -0- 300
Preston, Charles A. Chief Pilot - LNL 900 2,000
Ralston, Howard District Manager - LNL 200 1,200
Ray, Larry E. District Manager - LNL 316 300
Rich, Roger District Manager - LNL 1 1,100
Rickard, Edward Ray District Manager - LNL 32 300
Sass, Fred W. Second Vice President - LNL -0- 500
Simonetti, Joseph F. Jr. Vice President - LNL 23,261 16,128
Smith, David Leon III Associate Counsel - LNL -0- 3,000
South, Deborah O. Second Vice President - LNL -0- 1,000
Taylor, Shirley W. Second Vice President - LNL -0- 1,000
Traffica, Charles A. District Manager - LNL -0- 800
Vickers, Geary P. Regional Vice President - LNL -0- 8,000
Watts, Ronald D. Regional Vice President - LNL -0- 8,000
Wells, Jack D. Vice President - LNL 13,030 5,214
White, James H. Jr. District Manager - LNL -0- 200
Wilson, Owen L. Jr. District Manager - LNL -0- 500
Wood, Larry W. District Manager - LNL -0- 300
Brill, Tony G. Executive Vice President & Chief Administrative Officer -
TMK 57,532 179,071
Fagin, Michael K. Vice President - TMK 65,638 26,068
Fox, T. Randolph Vice President & Assistant Treasurer - TMK 16,509 4,809
James, Wallace Lee Corporate Tax Associate - TMK -0- 1,250
Klyce, Michael J. Vice President & Treasurer - TMK 24,786 33,653
Lester, Debra J. Associate Controller - TMK -0- 1,000
McCoy, Carol A. Associate Counsel & Corporate Secretary - TMK 25,677 7,909
Parker, Brenda McDaniel Associate Controller, Investments - TMK -0- 1,000
Robins, Jeffrey E. Information Systems Auditor - TMK 1,558 2,846
Still, Stephen W. Vice President & Associate General Counsel - TMK 965 13,295
7
Shares Shares
Name Position/Title Owned Offered
Stone, Spencer H. Controller - TMK 32,573 9,518
Stratton, Norman B. Jr. Director, Information Systems Auditing - TMK 252 2,829
Taylor, Thomas P. Jr. Assistant Treasurer - TMK 17,266 5,214
Wessinger, H. Wayne Valuation Actuary - TMK 15,673 10,260
Aycock, W. Thomas Vice President & Chief Actuary - UILIC 2,101 9,012
Huff, Susan J. Second Vice President - UILIC -0- 1,500
Stagner, Ross W. Vice President, Marketing - UILIC -0- 13,968
Adams, Jon A. Vice President, Financial Reporting/Treasury &
Comptroller - UA 158 2,485
Adams, Judy Vice President, Agency Licensing - UA 455 2,414
Alexander, Jeffrey M. Vice President - UA 1,627 5,888
Almond, Danny H. Senior Vice President, Accounting - UA 1,596 12,216
Atchley, Larry L. Chief Pilot - UA 2,059 4,056
Bouska, Greg Assistant Vice President & Senior Project Manager - UA -0- 500
Braswell, Ann M. Vice President, Policy Service - UA 455 2,414
Brown, Fran Assistant Vice President & Direct Response Actuary - UA -0- 800
Bryner, Duane J. Corporate Tax Associate - TMK -0- 1,500
Campbell, James Field Vice President, Management Recruiting & Training - UA 27 6,500
Christianson, Scott Branch Manager - Globe 896 500
Coleman, Gary L. Executive Vice President & CFO - TMK 84,841 119,682
Davis, Linda E. Assistant Vice President, Systems Auditor - UA 616 1,456
Erbe, Jon B. Vice President - UA -0- 3,200
Gaddis, Christine M. Former VP, Assistant Secretary & Director Human
Resources - UA 1,177 3,333
Gaisbauer, Michael J. Vice President, Regulatory Compliance - UA 909 5,388
Gockel, Douglas L. Senior Vice President, Special Markets - UA 40,225 28,235
Goodin, Charles Branch Manager - Globe 1,532 500
Goudy, Lawrence Field Vice President, Management Recruiting & Training - UA -0- 6,500
Grimland, Gene P. President of General Agency Marketing Division - UA 33,578 37,500
8
Shares Shares
Name Position/Title Owned Offered
Hans, Judy Vice President, Marketing & Publications - UA 1,500 1,500
Hargrave, Patsy N. Assistant Vice President, Route Filings - UA -0- 1,456
Holmes, Randy N. Assistant Vice President, Applications Programming - UA 500 8,926
Holmquist, Jim Branch Manager - Globe -0- 500
Hudson, C.B. Chairman, President & CEO - TMK 1,008,380 294,765
Hutchison, Larry M. Executive Vice President & General Counsel - TMK 21,618 104,775
Judkins, Sandy Assistant Vice President - UA 2,000 1,500
Keller, Robert J. Assistant Vice President, Associate Actuary - UA -0- 1,600
King, Andrew J. President of Branch Office Marketing Division - UA 13,163 100,921
Lane, Joyce L. Vice President, Investor Relations - TMK 46,939 17,134
Lutek, Ben Vice President & Actuary - UA 486 10,749
Majors, Michael Vice President, Special Markets - UA -0- 3,500
McAndrew, Mark S. Chairman, President & CEO - UA, Globe & AIL 96,080 215,698
McLaughlin, Karen M. Vice President, Policy Benefits - UA -0- 5,370
Montgomery, Rosemary J. Executive Vice President & Chief Actuary - TMK 67,811 101,064
Moser, Johnny M. Vice President, New Business - UA 33,182 4,104
Poirier, Fred R. Assistant Vice President, Special Markets - UA -0- 3,500
Polston, F. Ronald Senior Vice President, General Agency - UA 9,179 25,608
Prausa, Gerald Branch Manager - Globe 359 500
Rhoades, Cynthia Assistant Vice President, Special Markets - UA -0- 1,500
Richey, Robert E. Vice President, Special Markets - UA 28,000 9,173
Roberts, Boyd Pilot - UA 448 3,193
Ryan, Keith P. Vice President, Associate Counsel & Assistant Secretary - UA -0- 4,382
Savard, Joseph R. III Assistant Vice President & Operations Manager - UA -0- 1,000
Savo, James Vice President Operations & General Manager - FUA 800 6,327
Shea, Daniel Field Vice President, Management Recruiting & Training - UA 1,550 5,500
Sherritt, James H. Jr. Assistant Vice President, Agency Telecommunications - UA -0- 1,347
Simmons, Steve L. Senior Vice President, Sales Administration - UA 13,858 17,020
9
Shares Shares
Name Position/Title Owned Offered
Slinkard, Terri Assistant Vice President, ESC - UA -0- 1,700
Smallwood, William E. Senior Vice President, General Agency - UA 10,000 15,500
Thorndike, David F. Senior Vice President & Chief Information Officer - UA 8,254 28,200
Tippet, Leland Steve Vice President, Technical Support - Globe 578 1,000
Tucker, Russell B. Vice President, Assistant to Chairman - UA 14,223 28,559
Whitaker, Jack Branch Manager - Globe -0- 1,000
Baxley, Bill Consultant - TMK 2,800 11,000
Canty, John F. Consultant - TMK -0- 8,432
Rapoport, Bernard Consultant - TMK 42,425 121,518
Elgin, Mark Former Executive Vice President - TMK Dev. -0- 6,000
McLean, Robert C. Former Vice President - TMK Dev. 5,952 1,000
Stock, Sam E. Former Comptroller - UA 8,186 500
Richey Cap. Partners Ltd. Transferee 1,073,112 224,281
Johnson, Chancellor N. Transferee 1,000 746
Maxwell, Hilary Johnson Transferee 270 746
Thomas, Wendy Tucker Transferee 676 2082
Tucker, Russell R. Transferee 676 2082
PLAN OF DISTRIBUTION
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Your shares registered under this Prospectus may be offered for resale upon
the exercise of stock options through brokers in the over-the-counter market, on
the New York or London Stock Exchanges or any other stock exchange where
Torchmark's common stock is listed or traded at the time of the sale, or in
independent negotiated transactions. You may sell these shares at the market
price prevailing at the time of sale or at a negotiated price. You may also
sell some or all of your shares from time to time under applicable SEC rules
such as Rule 144.
10
INDEMNIFICATION
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Our Restated Certificate of Incorporation provides that our directors will
not be personally liable to Torchmark or its stockholders for money damages for
a breach of their fiduciary duty as a director except for:
. a breach of the duty of loyalty to Torchmark or its stockholders;
. any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. paying a dividend or approving a stock repurchase in violation of
Delaware corporate law; or
. any transaction where the director received an improper personal
benefit.
It also provides that each person who is made a party to, is threatened to
be made a party to or is involved in a specific suit or proceeding because he is
or was a director or officer of Torchmark (or serves as a director, officer,
employee or agent of another entity at Torchmark's request) while serving in
that capacity will be indemnified and held harmless by Torchmark. This
indemnification is to the full extent provided by current Delaware law or if
Delaware indemnification law is broadened, as it may be amended. Such persons
will be reimbursed for all expense, liability or losses they reasonably incur in
connection with defense or settlement of an action. They may also be advanced
the expenses they incur in defending proceedings before their final disposition
if they agree to repay these advances if it is ultimately determined they are
not entitled to indemnification. The Board of Directors may extend comparable
indemnification to Company agents and employees.
This indemnification and advance payment of defense expenses are contract
rights. They are not exclusive of any other rights such persons may have or
acquire from any other source. We may purchase insurance at our expense to
protect the Company and our directors, officers, employees or agents.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
LEGAL OPINION
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The validity of the shares of Torchmark common stock offered under this
prospectus has been passed upon for Torchmark by Carol A. McCoy, Associate
Counsel and Secretary of Torchmark.
EXPERTS
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The consolidated financial statements incorporated in this prospectus by
reference from Torchmark Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The consolidated financial statements incorporated by reference from
Torchmark Corporation's Annual Report on Form 10-K for the years ended December
31, 1998 and 1997, have been audited by KPMG LLP, independent auditors, as
stated in their report, which is incorporated by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
11
WHERE YOU CAN FIND MORE INFORMATION
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We file reports, proxy statements and other information with the SEC. You
can read and copy these materials about Torchmark at the SEC's Public Reference
Room at 450 Fifth Street Northwest, Washington, D.C. 20549. You may call the
SEC at 1-800-SEC-0330 for more information on the Public Reference Room. The
SEC maintains an internet site at http://www.sec.gov that contains reports,
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proxy and information statements and other information regarding issuers that
file electronically with the SEC, including Torchmark. Our common stock is
listed on the New York Stock Exchange and the International Stock Exchange in
London, England.
This Prospectus is part of a registration statement that we have filed on
behalf of the Plan. You can obtain the full registration statement from the SEC
as indicated above or from us.
We are incorporating by reference into this Prospectus the following
documents filed with the SEC:
. our Annual Report on Form 10-K filed pursuant to the Securities
Exchange Act of 1934 which contains certified financial statements for
our most recent fiscal year for which a Form 10-K was required to be
filed.
. all other reports we have filed with the SEC pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the most recent Form 10-K.
. our definitive proxy statement filed with the SEC under Section 14 of
the Exchange Act for our most recent Annual Meeting of Shareholders;
and
. the description of our common stock contained in a registration
statement filed under Section 12 of the Exchange Act and any
amendments or reports which update that description.
We are also incorporating by reference any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until we file a post
effective amendment that indicates that the offering made under this Prospectus
is terminated.
12