SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TORCHMARK CORPORATION TORCHMARK CAPITAL TRUST II
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
DELAWARE DELAWARE
(State of incorporation or (State of incorporation or
organization of registrant) organization of registrant)
63-0780404 74-6508172
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o LARRY M. HUTCHISON, ESQ.
Vice President and General Counsel
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
(Address of principal executive offices of each registrant)
If this form relates to the registration of a If this form relates to the registration of a class
class of securities pursuant to Section 12(b) of securities pursuant to Section 12(g) of the
of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to
to General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-83411
333-83411-02
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
7 3/4% Trust Preferred Securities issued by New York Stock Exchange
Torchmark Capital Trust II and the Preferred
Securities Guarantee by Torchmark Corporation
with respect thereto
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the 7 3/4% Trust Preferred
Securities (the "Trust Preferred Securities") of Torchmark Capital Trust II, a
Delaware business trust ("Capital Trust II"), guaranteed by Torchmark
Corporation (the "Company") to the extent set forth in the Preferred Securities
Guarantee Agreement (the "Preferred Securities Guarantee") of the Company.
Descriptions of the Trust Preferred Securities and the Preferred Securities
Guarantee are set forth under the captions "Description of the Trust Preferred
Securities" and "Description of the Guarantee" in the Prospectus Supplement
filed on December 12, 2001 with the Securities and Exchange Commission (the
"Commission") by the Company and Capital Trust II pursuant to Rule 424(b) under
the Securities Act of 1933 as a supplement to the base Prospectus filed with the
Commission in the Company's and Capital Trust II's Registration Statement on
Form S-3 (Registration No. 333-83411), filed with the Securities and Exchange
Commission on July 21, 1999, as amended, and which became effective on November
30, 1999.
Item 2. EXHIBITS.
2.1 Registration Statement on Form S-3 (Registration No. 333-83411) filed
with the Securities and Exchange Commission on July 21, 1999 by
Torchmark Corporation and Torchmark Capital Trust II, as amended (the
"Registration Statement"), is incorporated herein by reference.
2.2 Declaration of Trust of Torchmark Capital Trust II, dated as of July
21, 1999, between Torchmark Corporation, as Sponsor, and The Bank of
New York (Delaware) (as successor to Bank One Delaware, Inc.), as
Delaware Trustee (incorporated herein by reference to Exhibit No. 4.4
to the Registration Statement).
2.3 Amended and Restated Declaration of Trust of Torchmark Capital Trust
II, dated as of December 13, 2001, between Torchmark Corporation, as
Sponsor, and The Bank of New York, as Indenture Trustee and The Bank
of New York (Delaware), as Delaware Trustee (incorporated herein by
reference to Exhibit No. 4.2 to Torchmark Corporation's Current Report
on Form 8-K filed with the Commission on December 13, 2001).
2.4 Junior Subordinated Indenture relating to the 7 3/4% Junior
Subordinated Debentures, dated as of November 2, 2001, by and between
Torchmark Corporation and The Bank of New York, as Trustee
(incorporated herein by reference to Exhibit No. 4.3 to Torchmark
Corporation's Current Report on Form 8-K filed with the Commission on
November 2, 2001).
2.5 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the Junior
Subordinated Indenture, dated as of December 13, 2001, establishing
the terms of the 7 3/4% Junior Subordinated Debentures (incorporated
herein by reference to Exhibit No. 4.3 to Torchmark Corporation's
Current Report on Form 8-K filed with the Commission on December 13,
2001).
2.6 Preferred Securities Guarantee Agreement, dated as of December 13,
2001, between Torchmark Corporation, as Guarantor, and The Bank of New
York, as Guarantee Trustee, with respect to the Trust Preferred
Securities (incorporated herein by reference to Exhibit No. 4.4 to
Torchmark Corporation's Current Report on Form 8-K filed with the
Commission on December 13, 2001).
2.7 Form of Trust Preferred Security (included in Exhibit 2.3 above).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereto duly authorized.
TORCHMARK CORPORATION
By: /s/ Michael J. Klyce
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Michael J. Klyce
Vice President and Treasurer
TORCHMARK CAPITAL TRUST II
By: /s/ Michael J. Klyce
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Michael J. Klyce
Regular Trustee
Dated: December 17, 2001