__________________________
PROSPECTUS
___________________________
277,295 Shares of
Torchmark Corporation
Common Stock, $1 Par Value,
Acquired Pursuant to Torchmark Corporation
1996 Executive Deferred Compensation Stock Option Plan
___________________________
These securities are to be offered by and for the account of certain
securityholders ("selling shareholders") of Torchmark Corporation ("Torchmark").
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________
Underwriting Proceeds to
Discounts Issuer or
Price to and Other
Public Commissions Persons
Per Unit * * *
Total * * *
___________________________
*These securities may be offered in various types of sale transactions or other
transactions involving various types of dispositions (which may or may not
involve brokers, dealers, and/or cash transactions), possibly including sales at
the market at prices not presently determinable. As of May 12, 1997, the market
price of the securities was $66.125 per share based on the closing price of the
stock on the New York Stock Exchange on such date. With respect to other
expenses of issuance and distribution, the Registrant will pay the cost of
preparation, reproduction and distribution of this Prospectus and any
registration statement containing this Prospectus, any filing fee set forth in
any such registration statement and related accountants' fees and expenses (all
of which individually and in total are expected to be minimal) and the selling
shareholders will bear such other expenses, if any, none of which are presently
susceptible of reasonable estimation. Torchmark will receive no proceeds from
the sale of these securities pursuant to this Prospectus.
This Prospectus also relates to such additional shares as may be issued to
the selling shareholders because of future stock
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dividends, stock distributions, stock splits or other similar capital
readjustments.
__________________________
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by Torchmark or the selling
shareholders.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the securities to which this
Prospectus relates or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be unlawful. Except where
otherwise indicated herein, this Prospectus speaks as of its date and neither
the delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the affairs
of the registrant since the date hereof.
____________________________
The date of this Prospectus is May 12, 1997.
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TABLE OF CONTENTS
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Page
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Available Information 3
Background Information 4
Plan of Distribution 4
Selling Shareholders 5
Indemnification 6
Incorporation by Reference 7
Legal Opinion 8
Experts 8
AVAILABLE INFORMATION
---------------------
Torchmark is subject to the information requirements of the Securities
Exchange Act of 1934 and in accordance therewith files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information
concerning Torchmark can be inspected and copied at 450 5th Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. The Commission also maintains a Web site containing reports, proxy
statements and other information regarding registrants (including Torchmark)
that file electronically with the Commission and the address of that site is
http://www.sec.gov. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 5th Street N.W., Washington, D.C.
20549 at prescribed rates.
Torchmark's common stock is listed on the New York Stock Exchange and on
the London Stock Exchange, and the above material can also be inspected at the
respective offices of these exchanges, 20 Broad Street, New York, New York 10005
and Old Broad Street, London, England EC2N1HP. Updated information with respect
to the securities covered by this Prospectus may be provided in the future by
means of appendices to the Prospectus.
The documents and parts thereof incorporated by reference in this
Prospectus but not delivered herewith or with any appendix thereto (not
including exhibits to information incorporated by reference unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates), will be furnished without charge to each person to
whom this Prospectus is delivered, upon a written or oral request submitted to
Carol McCoy, Torchmark Corporation, 2001 Third Avenue South, Birmingham, Alabama
35233 or at (205) 325-4243.
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BACKGROUND INFORMATION
----------------------
Torchmark, an insurance and financial services holding company, has its
principal executive office at 2001 Third Avenue South, Birmingham, Alabama
35233. Its telephone number is (205) 325-4200.
Under the terms and provisions of the Torchcmark Corporation 1996 Executive
Deferred Compensation Stock Option Plan (the "Plan" or the "Executive Deferred
Plan"), as approved by the shareholders of Torchmark at their April 24, 1997
Annual Meeting, an eligible executive may defer all or a portion of his salary
and/or bonus into interest-bearing accounts in the Plan, subject to a one-time
opportunity to elect within a designated time period to convert any deferred
salary for that year as well as a one-time opportunity to elect within a
designated time period to convert any deferred bonus for that calendar year into
options to acquire Torchmark common stock. Such options may be granted at the
executive's election with an exercise price of the fair market value of the
stock, at a discount as designated by the Compensation Committee of Torchmark's
Board of Directors (the "Compensation Committee") not to exceed 25% of the
stock's market value or a combination of both. Executives eligible to
participate may be chosen from time to time by the Compensation Committee or its
designee or by the Chairman of the Board. Three persons are currently designated
by the Compensation Committee to participate in the Plan.
Prior to December 31, 1996, each of the three eligible executives deferred
all or a portion of their respective 1996 bonuses into interest-bearing accounts
in the Plan, subject to shareholder approval of the Plan. On January 31, 1997,
each of these executives elected to convert his interest-bearing account balance
into fair market value stock options with an exercise price of $51.75 per share
and options on a total of 277,295 Torchmark common shares were granted,
contingent upon shareholder approval of the Plan. The Executive Deferred Plan
and options granted thereunder were then approved by Torchmark shareholders at
their April 24, 1997 Annual Meeting.
Up to 1,000,000 Torchmark shares are reserved for issuance under the Plan.
As of the date of this Prospectus, of the 1,000,000 shares available under the
Executive Deferred Plan, options had been granted on 277,295 shares.
PLAN OF DISTRIBUTION
--------------------
The shares offered pursuant to this Prospectus may, from time to time upon
exercise of the options, be offered for resale through brokers in the over-the-
counter market, on the New York Stock Exchange, on the London Stock Exchange, or
any other exchange on which Torchmark's common stock may be listed or traded
from time to
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time, or in independent, negotiated transactions or otherwise. The shares may be
sold at market prices prevailing at the time of sale or at negotiated prices.
Some or all of the shares offered hereby may from time-to-time, alternatively,
be sold under applicable rules of the Commission.
SELLING SHAREHOLDERS
--------------------
All of the securities offered hereunder are offered for the account of the
selling shareholders set forth in the table below, which also reflects the
nature of any position, office or other material relationship which the selling
shareholder has had within the past three years with Torchmark or any of its
predecessors or affiliates; the amount of common stock owned by such selling
shareholder on April 30, 1997; and the number of shares to be offered pursuant
to this Prospectus for the selling shareholder's account. Of the selling
shareholders, only R.K. Richey owns in excess of one percent (1%) of the
outstanding common stock of Torchmark.
POSITION OR COMMON SHARES
RELATIONSHIP WITH OWNED AS OF NUMBER OF
NAME TORCHMARK APRIL 30, 1997/1/ SHARES OFFERED
- ---- ----------------- -------------- --------------
R. K. Richey Chairman and Chief 907,514 157,081
Executive Officer
Keith A. Tucker Vice Chairman 63,871 81,746
C. B. Hudson Chairman of 346,439 38,468
Insurance Operations
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277,295
- --------------------------
/1/Includes for Mr. Richey, 779,555 shares held by his spouse or in
various grantor annuity trusts and 11,778 shares in his company savings and
investment ("thrift") plan account. Includes for Mr. Tucker, 25,875 shares held
by his personal corporation and 1996 shares in his thrift plan account. Includes
for Mr. Hudson, 6,000 shares held as trustee for his children and 5,699 shares
in his thrift plan account.
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INDEMNIFICATION
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Section 1 of Article Ninth of the Restated Certificate of Incorporation of
Torchmark provides that a director will not be personally liable to Torchmark or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (a) for any breach of the duty of loyalty to Torchmark or
its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for paying a dividend
or approving a stock repurchase in violation of the Delaware General Corporation
Law (the "Act"), or (d) for any transaction from which the director derived an
improper personal benefit.
Section 2(a) of Article Ninth provides that each person who was or is made
a party or is threatened to be made a party to, or is involved in, specific
actions, suits or proceedings by reason of the fact that he or she is or was a
director or officer of Torchmark (or is or was serving at the request of
Torchmark as a director, officer, employee or agent for another entity) while
serving in such capacity will be indemnified and held harmless by Torchmark, to
the full extent authorized by the Act, as in effect (or, to the extent
indemnification is broadened, as it may be amended) against all expense,
liability or loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection therewith. With respect to derivative
actions, indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and the Act
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to Torchmark. Rights conferred
hereby are contract rights and include the right to be paid by Torchmark the
expenses incurred in defending the proceedings specified above, in advance of
their final disposition; provided that, if the Act so requires, such payment
will only be made upon delivery to Torchmark by the indemnified party of an
undertaking to repay all amounts advanced if it is ultimately determined that
the person receiving such payments is not entitled to be indemnified under such
Section 2(a) or otherwise. Torchmark may, by action of its Board of Directors,
provide indemnification to its employees and agents with the same scope and
effect as the foregoing indemnification of directors and officers.
Section 2(b) of Article Ninth provides that persons indemnified under
Section 2(a) may bring suit against Torchmark to recover unpaid amounts claimed
thereunder, and that if such suit is successful, the expense of bringing such
suit will be reimbursed by Torchmark. While it is a defense to such a suit that
the person claiming indemnification has not met the applicable standards of
conduct making indemnification permissible under the Act, the burden of proving
the defense is on Torchmark and neither the failure of Torchmark's Board of
Directors, independent legal counsel or the shareholders to have made a
determination that indemnification is proper, nor an actual determination that
the claimant has not met the applicable standard of conduct is a defense to the
action or creates a presumption that the claimant has not met the applicable
standard of conduct.
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The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
paragraphs 2(a) and 2(b) of Article Ninth is not exclusive of any other right
which any person may have or acquire under any statute, provision of the
Certificate of Incorporation or By-Laws, or otherwise. Torchmark may maintain
insurance, at its expense, to protect itself and any directors, officers,
employees or agents of Torchmark or other entity against any expense, liability
or loss, whether or not Torchmark would have the power to indemnify such persons
against such expense, liability or loss under the Act.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
INCORPORATION BY REFERENCE
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The following documents filed by Torchmark with the Commission are
incorporated herein by reference:
(a) Torchmark's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended, which contains, either directly
or by incorporation by reference, certified financial
statements for Torchmark's latest fiscal year for which such
statements have been filed.
(b) All other reports filed by Torchmark pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) Torchmark's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the latest
Annual Meeting of its shareholders.
(d) The description of Torchmark's common stock (formerly Liberty
National Insurance Holding Company common stock) which is
contained in a registration statement filed under Section 12
of the Exchange Act, including any and all amendments or
reports for the purpose of updating that description.
All reports and other documents subsequently filed by Torchmark pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, prior to the
termination of this offering shall be deemed to be incorporated by reference
into the Prospectus.
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LEGAL OPINION
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The validity of the shares of Torchmark common stock offered hereby has
been passed upon for Torchmark by Carol A. McCoy, Associate Counsel and
Secretary of Torchmark.
EXPERTS
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The financial statements of Torchmark as of December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31, 1996,
incorporated by reference herein have been incorporated by reference in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the December 31, 1996 financial statements refers to a change in
accounting principles to adopt the provisions of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long Lived Assets
and for Long Lived Assets to Be Disposed Of.
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