-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CYUcm4ITmrT1zIKxgAU6rn+pT5z6SfKixY59lJhwhJmxkznHpNfSpzs3PVy2IKpW 0o1G2yPYcPaGJpmP1WYZaA== 0000931763-97-000835.txt : 19970515 0000931763-97-000835.hdr.sgml : 19970515 ACCESSION NUMBER: 0000931763-97-000835 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970514 EFFECTIVENESS DATE: 19970514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHMARK CORP CENTRAL INDEX KEY: 0000320335 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 630780404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27111 FILM NUMBER: 97605277 BUSINESS ADDRESS: STREET 1: 2001 3RD AVE S CITY: BIRMINGHAM STATE: AL ZIP: 35233 BUSINESS PHONE: 2053254200 FORMER COMPANY: FORMER CONFORMED NAME: TORCHMARK CORP SAVINGS & INVESTMENT PLAN DATE OF NAME CHANGE: 19820825 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY NATIONAL INSURANCE HOLDING CO DATE OF NAME CHANGE: 19820701 S-8 1 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN FORM S-8 Registration Statement Under The Securities Act of 1933 Torchmark Corporation (Exact name of registrant as specified in its charter) Delaware 63-0780404 (State or other jurisdiction (I.R.S. Employer or incorporation or Identification No.) organization) 2001 Third Avenue South, Birmingham, Alabama 35233 (Address of Principal Executive Offices) (Zip Code) Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (Full title of the plan) Carol A. McCoy Associate Counsel & Secretary Torchmark Corporation 2001 Third Avenue South Birmingham, AL 35233 (Name and address of agent for service) (205) 325-4243 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------- Titles of Amount to be Proposed Proposed Amount Securities to registered maximum maximum of be registered offering aggregate offering registration price per unit/1/ price fee - ------------------------------------------------------------------------------------------------------- Torchmark Corporation 400,000 $64.4375 $25,775,000 $7,810.61 Common Stock and non- shares qualified stock options for such common shares
- --------------------- /1/ Calculated pursuant to Rule 457(c) and (h)(1) based upon the average of the high and low prices reported for Torchmark Corporation common stock in the consolidated reporting system on May 8, 1997. PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference Torchmark Corporation (the "Registrant" or the "Company") and the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the "Plan") hereby incorporate by reference into this Registration Statement the following documents: (a) Registrant's latest annual report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 for the most recent fiscal year (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Registrant document referenced to in (a) above (c) The description of Registrant's common stock contained in the Form 10 Registration Statement filed under the Securities and Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. Item 4. Description of Securities. The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 1 of Article Ninth of the Restated Certificate of Incorporation of the Registrant provides that a director will not be personally liable to the Registrant 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 the Registrant 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 the Registrant (or is or was serving at the request of the Registrant as a director, officer, employee or agent for another entity) while serving in such capacity will be indemnified and held harmless by the Registrant, 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 the Registrant. Rights conferred hereby are contract rights and include the right to be paid by the Registrant 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 the Registrant 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. The Registrant 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 the Registrant to recover unpaid amounts claimed thereunder, and that if such suit is successful, the expense of bringing such suit will be reimbursed by the Registrant. 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 the Registrant and neither the failure of the Registrant'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. 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. The Registrant may maintain insurance, at its expense, to protect itself and any directors, officers, employees or agents of the Registrant or other entity against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such persons against such expense, liability or loss under the Act. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. (4)(a) Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (5) Opinion of Carol A. McCoy, Associate Counsel and Secretary of Torchmark Corporation (23)(a) Consent of KPMG Peat Marwick LLP to incorporation by reference of their audit report of January 31, 1997, except for Note 16, which is as of March 11, 1997, into the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (b) Consent of KPMG Peat Marwick LLP to incorporation by reference of their audit report of January 31, 1997, except for Note 16, which is as of March 11, 1997, into the Form S-3 Resale Prospectus for the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan and to the reference to the firm as "Experts" in the Prospectus (c) Consent of Carol A. McCoy to use of Legal Opinion (contained in Exhibit 5 above) (24) Powers of attorney (99) Form S-3 Resale Prospectus Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (e) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 14, 1997. TORCHMARK CORPORATION By: * -------------------------- R. K. Richey Chairman, Chief Executive Officer and Director * -------------------------- Keith A. Tucker Vice Chairman and Director (Principal Financial Officer) * --------------------------- Gary L. Coleman Vice President and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. * - --------------------------- ------------------------------- David L. Boren, Director Joseph L. Lanier, Jr., Director * - --------------------------- ------------------------------- Joseph M. Farley, Director Harold T. McCormick, Director * * - --------------------------- -------------------------------- Louis T. Hagopian, Director George J. Records, Sr., Director - --------------------------- C. B. Hudson, Director *By: /s/ Carol A. McCoy Date: May 14, 1997 --------------------- Carol A. McCoy, Attorney-in-fact Pursuant to the requirements of the Securities Act of 1933, the Compensation Committee, as Administrator has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 14, 1997. TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN By: COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TORCHMARK CORPORATION, as Administrator By: * ------------------------- George J. Records, Sr. Chairman * ------------------------- Joseph M. Farley * ------------------------- Joseph L. Lanier, Jr. * ------------------------- Louis T. Hagopian *By /s/Carol A. McCoy ------------------------ Carol A. McCoy Attorney-in-Fact EX-4.(A) 2 STOCK OPTION PLAN EXHIBIT 4(2) TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1 PURPOSE OF THE PLAN Section 1.1. Purpose. The purpose of the Torchmark Corporation 1996 Non- Employee Director Stock Option Plan is to attract and retain highly qualified and capable Non-Employee Directors and to promote the long-term growth of Torchmark Corporation by providing a vehicle for Non-Employee Directors to increase their proprietary interest in Torchmark Corporation. The Plan will be effective for Annual Compensation payable in 1997 or thereafter. ARTICLE 2 DEFINITIONS Section 2.1. Unless the context clearly indicates otherwise, the following terms shall have the following meanings: "Acquisition" has the meaning assigned such term in Section 9.3 hereof. "Acquisition Consideration" has the meaning assigned such term in Section 9.3 hereof. "Annual Compensation" means the annual cash retainer and meeting fees payable by the Company to a Non-Employee Director for services as a director (and, if applicable, as the member or chairman of a committee of the Board) of the Company, as such amount may be changed from time to time. For purposes of an election to receive Options under the Plan in lieu of Annual Compensation, meeting fees will be deemed to be earned at the beginning of the year for all scheduled meetings during the year, whether or not the Optionee later attends such meetings. "Beneficiary" means any person or persons designated by a Participant, in accordance with procedures established by the Committee or Plan Administrator, to receive benefits hereunder in the event of the Participant's death. If any Participant shall fail to designate a Beneficiary or shall designate a Beneficiary who shall fail to survive the Participant, the Beneficiary shall be the Participant's surviving spouse, or, if none, the Participant's surviving descendants (who shall take per stirpes) and if there are no surviving descendants, the Beneficiary shall be the Participant's estate. "Board" means the Board of Directors of the Company. "Business Day" means a day on which the New York Stock Exchange or any national securities exchange or over-the-counter market on which the Shares are traded is open for business. "Change in Control" means the happening of any of the following: (i) when any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than the Company or a subsidiary thereof or any Company employee benefit plan), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (ii) the occurrence of any transaction or event relating to the Company that is required to be described pursuant to the requirements of Item 6(e) of Schedule 14A of Regulation 14A of the Securities and Exchange Commission under the Exchange Act; B-1 (iii) when, during any period of two consecutive years during the existence of the Plan, the individuals who, at the beginning of such period, constitute the Board, cease for any reason other than death to constitute at least a majority thereof, unless each director who was not a director at the beginning of such period was elected by, or on the recommendation of, at least two-thirds of the directors at the beginning of such period; or (iv) the occurrence of a transaction requiring stockholder approval for the acquistion of the Company by an entity other than the Company or a subsidiary thereof through the purchase of assets, by merger, or otherwise. "Committee" means the Compensation Committee of the Board. "Company" means Torchmark Corporation, a Delaware corporation. "Disability" means total and permanent disability as determined under the Company's long term disability program, whether or not the Optionee is covered under such program. If no such program is in effect, the Disability of a Participant shall be determined in good faith by the Board (excluding the Participant). "Election Date" means the date established by the Plan as the date by which a Participant must submit a valid Primary Election Form to the Plan Administrator in order to participate in the Plan for a calendar year. For each calendar year, the Election Date is December 31 of the preceding calendar year; provided, however, that the Election Date for a newly eligible Participant shall be the 30th day following the date on which such individual becomes a Non-Employee Director. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" means, as of any given date, the closing price of the Stock on such date on the New York Stock Exchange Composite Tape. "Interest Account" means the account established by the Company for each Participant for Annual Compensation deferred pursuant to the Plan and which shall be credited with interest on the last day of each calendar quarter (or such other day as determined by the Plan Administrator). The maintenance of individual Interest Accounts is for bookkeeping purposes only. "Non-Employee Director" means a director of the Company who is not an employee of the Company or of any subsidiary (as determined by the Committee). "Option" means an option to purchase Shares awarded under Article 6. "Option Grant Date" means the date upon which an Option is granted to a Non- Employee Director pursuant to Article 6. "Optionee" means a Non-Employee Director of the Company to whom an Option has been granted or, in the event of such Non-Employee Director's death prior to the expiration of an Option, such Non-Employee Director's Beneficiary. "Participant" means any Non-Employee Director who is participating in the Plan. "Plan" means the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan. "Plan Administrator" means the Committee or its delegee of administrative duties under the Plan pursuant to Section 3.2. B-2 "Primary Election Form" means a form, substantially in the form attached hereto as Exhibit A, pursuant to which a Non-Employee Director elects to defer Annual Compensation under the Plan. "Secondary Election Form" means a form, substantially in the form attached hereto as Exhibit B, pursuant to which a Non-Employee Director elects to convert previously deferred compensation to Options pursuant to Section 6.1 of the Plan. "Shares" means shares of the common stock of the Company. "Stock Option Award Notice" means a written award notice to a Non-Employee Director from the Company evidencing an Option. ARTICLE 3 ADMINISTRATION OF THE PLAN Section 3.1. Administrator of the Plan. The Plan shall be administered by the Committee. Section 3.2. Authority of Committee. The Committee shall have full power and authority to: (i) interpret and construe the Plan and adopt such rules and regulations as it shall deem necessary and advisable to implement and administer the Plan, and (ii) designate persons other than members of the Committee or the Board to carry out its responsibilities, subject to such limitations, restrictions and conditions as it may prescribe, such determinations to be made in accordance with the Committee's best business judgment as to the best interests of the Company and its stockholders and in accordance with the purposes of the Plan. The Committee may delegate administrative duties under the Plan to one or more agents as it shall deem necessary or advisable. Section 3.3. Effect of Committee Determinations. No member of the Committee or the Board or the Plan Administrator shall be personally liable for any action or determination made in good faith with respect to the Plan or any Option or to any settlement of any dispute between a Non-Employee Director and the Company. Any decision or action taken by the Committee or the Board with respect to an Option or the administration or interpretation of the Plan shall be conclusive and binding upon all persons. ARTICLE 4 PARTICIPATION Section 4.1. Election to Participate. Each Non-Employee Director is automatically eligible to participate in the Plan. A Non-Employee Director may participate in the Plan for a calendar year by delivering a properly completed and signed Primary Election Form to the Plan Administrator on or before the Election Date. The Non-Employee Director's participation in the Plan will be effective as of the first day of the calendar year beginning after the Plan Administrator receives the Non-Employee Director's Primary Election Form, or, in the case of a newly eligible Participant, on the first day of the calendar month beginning after the Plan Administrator receives such Non-Employee Director's Primary Election Form. A Participant shall not be entitled to any benefit hereunder unless such Participant has properly completed a Primary Election Form and deferred the receipt of his or her Annual Compensation pursuant to the Plan. Section 4.2. Irrevocable Election. A Participant may not revoke or change his or her Primary Election Form for a calendar year; provided, however, that a Participant may, by filing a Secondary Election Form with the Plan Administrator within the period provided in the Plan, subsequently elect to convert the balance in his or her Interest Account to Options in accordance with Article 6. Section 4.3. No Right to Continue as a Director. Nothing contained in the Plan shall be deemed to give any Non-Employee Director the right to be retained as a director of the Company. ARTICLE 5 PLAN BENEFITS Section 5.1. Deferred Annual Compensation. A Non-Employee Director may elect to defer up to 100% of his or her Annual Compensation (in 10% increments but not less than 50%) to his or her Interest Account B-3 and/or by conversion to Options in accordance with the terms of the Plan. For bookkeeping purposes, the amount of the Annual Compensation which a Non- Employee Director elects to defer pursuant to the Plan shall be transferred to and held in individual Interest Accounts (in annual designations) pending distribution in cash or the conversion to Options, if applicable, pursuant to Article 6. Section 5.2. Time of Election of Deferral. A Non-Employee Director who wishes to defer Annual Compensation for a calendar year must irrevocably elect to do so on or prior to the Election Date for such calendar year, by delivering a valid Primary Election Form to the Plan Administrator. The Primary Election Form shall indicate: (1) the percentage of Annual Compensation to be deferred, and (2) the form and timing of payout of deferred amounts. Section 5.3. Interest Accounts. Amounts in a Participant's Interest Account will be credited with interest as of the last day of each calendar quarter (or such other day as determined by the Plan Administrator, which, in the case of amounts converted to Options under the Plan, shall be the date of such conversion) at the rate set from time to time by the Committee to be applicable to the Interest Accounts of all Participants under the Plan. To the extent required for bookkeeping purposes, a Participant's Interest Accounts will be segregated to reflect deferred Annual Compensation on a year-by-year basis. For example, a 1997 Interest Account, a 1998 Interest Account, and so on. Within a reasonable time after the end of each calendar year, the Plan Administrator shall report in writing to each Participant the amount held in his or her Interest Accounts at the end of the year. Section 5.4. Responsibility for Investment Choices. Each Participant is solely responsible for any decision to defer Annual Compensation into his or her Interest Account or convert Annual Compensation to Options under the Plan and accepts all investment risks entailed by such decision, including the risk of loss and a decrease in the value of the amounts he or she elects to defer. Section 5.5. Form of Payment. (a) Payment Commencement Date. Payment of the balances in a Participant's Interest Accounts shall commence on the earliest to occur of (a) December 31 of the fifth year after the year with respect to which the deferral was made, (b) the first Business Day of the fourth month after the Participant's death, or (c) the Participant's termination as a Non-Employee Director other than by reason of death. (b) Optional Forms of Payment. Distributions from a Participant's Interest Accounts may be paid to the Participant either in a lump sum or in a number of approximately equal monthly installments designated by the Participant on his or her Primary Election Form. Such monthly installments may be for any number of months up to 120 months; provided, however, that in the event of the Participant's death during the payout period, the remaining balance shall be payable to the Participant's Beneficiary in a lump sum on the first Business Day of the fourth month after the Participant's death. If a Participant elects to receive a distribution of his or her Interest Accounts in installments, the Plan Administrator may purchase an annuity from an insurance company which annuity will pay the Participant the desired annual installments. If the Plan Administrator purchases an annuity contract, the Eligible Executive will have no further rights to receive payments from the Company or the Plan with respect to the amounts subject to the annuity. If the Plan Administrator does not purchase an annuity contract, the value of the Interest Accounts remaining unpaid shall continue to receive allocations of return as provided in Section 5.3. If the Participant fails to designate a payment method in the Participant's Primary Election Form, the Participant's Account shall be distributed in a lump sum. (c) Irrevocable Elections. A Participant may elect a different payment form for each year's Annual Compensation deferred under the Plan. The payment form elected or deemed elected on the Participant's Primary Election Form shall be irrevocable. (d) Acceleration of Payment. If a Participant elects an installment distribution and the value of such installment payment elected by the Participant would result in a distribution of less than $3,000 per year, the Plan Administrator may accelerate payment of the Participant's benefits over a lesser number of whole B-4 years so that the annual amount distributed is at least $3,000. If payment of the Participant's benefits over a five year period will not provide annual distributions of at least $3,000, the Participant's Account shall be paid in a lump sum. (e) Effect of Competition. Notwithstanding the Primary Election Form or any provision set forth herein, the entire balance of a Participant's Interest Accounts shall be paid immediately to the Participant a lump sum in the event the Participant ceases to be a Non-Employee Director and becomes a proprietor, officer, partner, employee or otherwise becomes affiliated with any business that is in competition with the Company or an affiliated company, or becomes employed by any governmental agency having jurisdiction over the activities of the Company or an affiliated company. (f) Effect of Adverse Determination. Notwithstanding the Primary Election Form or any provision set forth herein, if the Internal Revenue Service determines, for any reason, that all or any portion of the amounts credited under this Plan is currently includable in the taxable income of any Participant, then the amounts so determined to be includable in income shall be distributed in a lump sum to such Participant as soon as practicable. (g) Payment to Beneficiary. Upon the Participant's death, all unpaid amounts held in the Participant's Account shall be paid to the Participant's Beneficiary in a lump sum on the first Business Day of the fourth month following the Participant's death. Section 5.6. Financial Hardship. The Plan Administrator may, in its sole discretion, accelerate the making of payment to a Participant of an amount reasonably necessary to handle a severe financial hardship of a sudden and unexpected nature due to causes not within the control of the Participant. All financial hardship distributions shall be made in cash in a lump sum. Such payments will be made on a first-in, first-out basis so that the oldest Annual Compensation deferred under the Plan shall be deemed distributed first in a financial hardship. Section 5.7. Payment to Minors and Incapacitated Persons. In the event that any amount is payable to a minor or to any person who, in the judgment of the Plan Administrator, is incapable of making proper disposition thereof, such payment shall be made for the benefit of such minor or such person in any of the following ways as the Plan Administrator, in its sole discretion, shall determine: (a) By payment to the legal representative of such minor or such person; (b) By payment directly to such minor or such person; (c) By payment in discharge of bills incurred by or for the benefit of such minor or such person. The Plan Administrator shall make such payments without the necessary intervention of any guardian or like fiduciary, and without any obligation to require bond or to see to the further application of such payment. Any payment so made shall be in complete discharge of the Plan's obligation to the Participant and his or her Beneficiaries. Section 5.8. Application for Benefits. The Plan Administrator may require a Participant or Beneficiary to complete and file certain forms as a condition precedent to receiving the payment of benefits. The Plan Administrator may rely upon all such information given to it, including the Participant's current mailing address. It is the responsibility of all persons interested in receiving a distribution pursuant to the Plan to keep the Plan Administrator informed of their current mailing addresses. Section 5.9. Designation of Beneficiary. Each Participant from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as his or her Beneficiary or Beneficiaries to whom the Participant's Account is to be paid if the Participant dies before receipt of all such benefits. Each Beneficiary designation shall be on the form prescribed by the Plan Administrator and will be effective only when filed with the Plan Administrator during the Participant's lifetime. Each Beneficiary designation filed with the Plan Administrator will cancel all Beneficiary designations previously filed with the Plan Administrator. The revocation of a Beneficiary designation, no matter how effected, shall not require the consent of any designated Beneficiary. B-5 ARTICLE 6 ELECTIVE OPTIONS Each Non-Employee Director shall be granted Options subject to the following terms and conditions: Section 6.1. Election to Receive Options. At any time, but only one time, during the calendar year immediately following the filing of a Primary Election Form under Article 5, a Participant shall have the right to convert into Options pursuant to this Article 6 the then-current balance (as of the date of such election to receive Options) in his or her Interest Account for the calendar year to which the Primary Election Form relates. For example, if a Primary Election Form is filed in December 1996 to defer Annual Compensation to be earned in 1997, the director may elect at any time in 1997 to convert such deferred amount to Options. To make such election, the Participant must file with the Plan Administrator a written irrevocable Secondary Election Form to receive Options as of the date of the election (the "Option Grant Date"). The exercise price per Share under each Option granted pursuant to this Article 6 shall, at the election of the Optionee as indicated on the Secondary Election Form, be either 100% of the Fair Market Value per Share on the Option Grant Date or a lesser percentage (but not less than 75%) of the Fair Market Value per Share on the Option Grant Date, such lesser percentage to be determined by the Committee from time to time. Such Secondary Election Form shall indicate the percentage of such Options to be granted at each Exercise Price, which choice may affect the number of Options to be received pursuant to Section 6.2. Section 6.2. Number and Terms of Options. The number of Shares subject to an Option granted pursuant to this Article 6 shall be the number of whole Shares equal to A divided by B, where: A = the dollar amount which the Non-Employee Director has elected pursuant to Section 6.1 to convert to Options; and B = the per share value of an Option on the Option Grant Date, as determined by the Committee using an option valuation model selected by the Committee in its discretion (such value to be expressed as a percentage of the Fair Market Value per Share on the Option Grant Date). In determining the number of Shares subject to an Option, (i) the Committee may designate the assumptions to be used in the selected option valuation model, and (ii) any fraction of a Share will be rounded up to the next whole number of Shares. Section 6.3. Exercise of Options. Each Option shall be first exercisable, cumulatively, as to 10% commencing on the each of the first through tenth anniversaries of the Option Grant Date. An Optionee's death, Disability, retirement or other termination of directorship or failure to be reelected as a director shall not shorten the term of any outstanding Option. In no event shall the period of time over which the Option may be exercised exceed eleven years from the Option Grant Date. An Option, or portion thereof, may be exercised in whole or in part only with respect to whole Shares. Shares shall be issued to the Optionee pursuant to the exercise of an Option only upon receipt by the Company from the Optionee of payment in full in cash of the aggregate purchase price for the Shares subject to the Option or portion thereof being exercised. Section 6.4. Accelerated Vesting. Notwithstanding the normal vesting schedule set forth in Section 6.3 hereof, any and all outstanding Options shall become immediately exercisable upon the first to occur of (i) the death of the Optionee, (ii) the Disability of the Optionee, (iii) the occurrence of a Change in Control, or (iv) the unanimous determination by the Committee that a particular Option or Options shall become fully exercisable. Upon acceleration, an Option will remain exercisable for the remainder of its original term. Section 6.5. Stock Option Award Notice. Each Option granted under the Plan shall be evidenced by a Stock Option Award Notice which shall be executed by an authorized officer of the Company. Such Award Notice shall contain provisions regarding (a) the number of Shares that may be issued upon exercise of the Option, B-6 (b) the exercise price per Share of the Option and the means of payment therefor, (c) the term of the Option, and (d) such other terms and conditions not inconsistent with the Plan as may be determined from time to time by the Committee. Section 6.6. Transferability of Options. No Option shall be assignable or transferable by the Optionee other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, and (ii) is otherwise appropriate and desirable, taking into account any state or federal securities laws applicable to transferable Options. ARTICLE 7 SHARES SUBJECT TO THE PLAN Section 7.1. Shares Subject to the Plan. Subject to adjustment as provided in Article 9, the aggregate number of Shares which may be acquired upon the exercise of Options shall not exceed 400,000 Shares. Shares acquired upon exercise of Options may be newly issued Shares or previously issued and reacquired Shares, and there are hereby reserved for issuance under the Plan 400,000 Shares. To the extent that Shares subject to an outstanding Option are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such Option or by reason of the delivery of Shares to pay all or a portion of the exercise price of such Option, then such Shares shall again be available under the Plan. ARTICLE 8 AMENDMENT AND TERMINATION Section 8.1. Amendment, Suspension or Early Termination. The Board may amend, suspend or terminate the Plan or any Stock Option Award Notice at any time; provided, however, that the Board may condition any amendment or modification on the approval of stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations, and no such amendment, modification or termination shall adversely affect any outstanding Options or Interest Accounts without the consent of the Participant. ARTICLE 9 ADJUSTMENT PROVISIONS Section 9.1. Change in Corporate Structure Affecting Shares. If the Company shall at any time change the number of issued Shares without new consideration to the Company (such as by stock dividend, stock split, recapitalization, reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Shares) or make a distribution of cash or property which has a substantial impact on the value of issued Shares, the total number of Shares reserved for issuance under the Plan shall be appropriately adjusted and the number of Shares covered by each outstanding Option and the exercise price per Share under each outstanding Option and the number of shares underlying Options shall be adjusted so that the aggregate consideration payable to the Company and the value of each such Option shall not be changed. Section 9.2. Certain Reorganizations. Notwithstanding any other provision of the Plan, and without affecting the number of Shares reserved or available hereunder, the Committee shall authorize the issuance, continuation or assumption of outstanding Options or provide for other equitable adjustments after changes in the Shares resulting from any merger, consolidation, sale of assets, acquisition of property or stock, recapitalization, reorganization or similar occurrence in which the Company is the continuing or surviving corporation, upon such terms and conditions as it may deem necessary to preserve Optionees' rights under the Plan. B-7 Section 9.3. Acquisitions. In the case of any sale of assets, merger, consolidation or combination of the Company with or into another corporation other than a transaction in which the Company is the continuing or surviving corporation and which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof (an "Acquisition"), any Optionee who holds an outstanding Option shall have the right (subject to the provisions of the Plan and any limitation applicable to the Option) thereafter and during the term of the Option, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon the Acquisition by a holder of the number of Shares which would have been obtained upon exercise of the Option or portion thereof, as the case may be, immediately prior to the Acquisition. The term "Acquisition Consideration" shall mean the kind and amount of shares of the surviving or new corporation, cash, securities, evidence of indebtedness, other property or any combination thereof receivable in respect of one Share of the Company upon consummation of an Acquisition. ARTICLE 10 MISCELLANEOUS Section 10.1. Withholding. If any Option granted under the Plan is or becomes subject to any withholding requirement, the Committee may require the Optionee to remit such withholding as a condition to exercising the Option or any portion thereof. Section 10.2. Compliance with SEC Regulations. All grants and exercises of Options under the Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act, as amended and any regulations promulgated thereunder, to the extent applicable. To the extent that any of the provisions contained herein do not conform with Rule 16b-3 of the Exchange Act or any amendments thereto or any successor regulation, then the Committee may make such modifications so as to conform the Plan and any Options granted thereunder to the Rule's requirements. Section 10.3. Validity. In the event that any provision of the Plan or any related Stock Option Award Notice is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan or any related Stock Option Award Notice. Section 10.4. Inurement of Rights and Obligations. The rights and obligations under the Plan and any related agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Non-Employee Directors and their beneficiaries. Section 10.5. Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. Section 10.6. Governing Law. The Plan shall be construed, governed and enforced in accordance with the law of Delaware, except as such laws are preempted by applicable federal law. B-8 EXHIBIT A PRIMARY ELECTION FORM [FOR CALENDAR YEAR 1997] ELECTION TO DEFER DIRECTOR COMPENSATION PURSUANT TO THE TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN The following constitutes the irrevocable election of the undersigned under the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the "Plan") with respect to the undersigned's annual cash retainer and meeting fees payable to the undersigned by Torchmark Corporation (the "Company") for services as a director (and, if applicable, as a member or chairman of a committee of the Board of Directors) of the Company during the calendar year identified above ("Next Year's Annual Compensation"). Capitalized terms used herein and not otherwise defined have the meanings assigned such terms in the Plan. I hereby irrevocably elect to defer into my Interest Account under the Plan % [INDICATE ANY PERCENTAGE FROM 50% TO 100%, IN 10% INCREMENTS] of my Next Year's Annual Compensation until the earliest of (a) December 31 of the fifth year after the year identified above, (b) the first Business Day of the fourth month after my death, or (c) my termination as a director of the Company for any reason other than my death (the "Payment Date"); subject to, however, my ability under the Plan to make a one-time election at any time during the calendar year identified above, to be effective on the date such subsequent election is received by the Plan administrator, to convert the balance on such date in my Interest Account for such year to Options to purchase common stock of the Company in accordance with the terms and provisions of the Plan. Any amount remaining in my Interest Account on the Payment Date will be paid to me or my Beneficiary [PLEASE CHECK ONE BOX] [_] in cash in a lump sum on the Payment Date, or [_] in approximately equal installments over months [UP TO 120 MONTHS] beginning on the Payment Date; provided, however, that in the event of my death during such payout period, the remaining balance shall be payable to my Beneficiary in a lump sum on the first Business Day of the fourth month after my death. Executed this day of December, 1996. --------------------------------------- (Name) B-9 EXHIBIT B SECONDARY ELECTION FORM [FOR CALENDAR YEAR 1997] ELECTION TO RECEIVE STOCK OPTIONS PURSUANT TO THE TORCHMARK CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN The following constitutes the irrevocable election of the undersigned under the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (the "Plan") with respect to the conversion to Options of the balance in the undersigned's Interest Account under the Plan for the year identified above. Capitalized terms used herein and not otherwise defined have the meanings assigned such terms in the Plan. I hereby irrevocably elect to convert, as of the date hereof, the balance in my Interest Account under the Plan for the year identified above to Options to purchase common stock of the Company in accordance with the terms and provisions of the Plan. I further elect that [PLEASE FILL IN THE FOLLOWING BLANKS]: % of such Options will be granted at an exercise price of % of the Fair Market Value of the Company's common stock on the date of grant, and % of such Options will be granted at an exercise price of 100% of the Fair Market Value of the Company's common stock on the date of grant. Executed this day of , 1997. --------------------------------------- (Name) B-10 EX-5 3 OPINION EXHIBIT 5 [TORCHMARK LETTERHEAD APPEARS HERE] May 14, 1997 Board of Directors Torchmark Corporation 2001 Third Avenue South Birmingham, alabama 35233 RE: Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan Gentlemen: As Associate Counsel and Secretary of Torchmark Corporation (the "Company"), a Delaware corporation, I have served as counsel for the Company in connection with the registration of the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan (the "Plans"). This opinion is being rendered pursuant to the requirements of the respective Form S-8 Registration Statement to be filed on behalf of each plan with the Securities and Exchange Commission along with the accompanying Form S-3 Resale Prospectus. For purposes of this opinion, I am familiar with and have reviewed the Certificate of Incorporation and By-laws of the Company, minutes of the meetings of the Board of Directors and Shareholders of the Company adopting the Plans, and such corporate records and other documents as I have deemed relevant. I have also made such examinations of law as I have deemed relevant. In my review, I have assumed but not independently verified the genuineness of all signatures on all documents examined by me, the conformity of all original documents and the authenticity of all such documents. Based upon the foregoing, and subject to the qualifications set forth herein, I am of the opinion that: (1) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Delaware with 160,000,000 authorized common shares; (2) The Plans have been duly proposed and adopted by the Board of Directors and the shareholders of the Page 2 May 14, 1997 Company in compliance with the General Corporation Laws of the State of Delaware; and (3) As and when issued in compliance with the terms and conditions of the Plans, the common shares so issued are or will be duly authorized, legally issued, fully paid and non-assessable stock of the Company. I am licensed to practice law only in the State of Alabama, and accordingly, I offer no opinion as to the application of decisions or statutory law (including conflict of law rules) of any jurisdictions other than the States of Alabama and Delaware and the United States of America. I hereby consent to the use of this opinion as a part of the Form S-8 Registration Statements and accompanying Form S-3 Resale Prospectuses filed on behalf of the Plans with the Securities and Exchange Commission and to the use of my name in the section entitled "Experts" in the above-mentioned resale prospectuses. Very truly yours, /s/ Carol A. McCoy -------------------------- Carol A. McCoy CAM:sh EX-23.(A) 4 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Torchmark Corporation: We consent to incorporation by reference in the Registration Statements on Forms S-8 for The Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and The Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan of our report dated January 31, 1997, except for Note 16 which is as of March 11, 1997, relating to the consolidated balance sheet of Torchmark Corporation and subsidiaries as of December 31, 1996, and 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996, Annual Report on Form 10-K of Torchmark Corporation. Our report refers to changes 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. /s/ KPMG Peat Marwick LLP Birmingham, Alabama May 14, 1997 EX-23.(B) 5 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Torchmark Corporation: We consent to the use of our reports incorporated herein by reference to our firm under the heading "Experts" in the prospectus. The report of KPMG Peat Marwick LLP covering the December 31, 1996, financial statements of Torchmark Corporation 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. /s/ KPMG Peat Marwick LLP Birmingham, Alabama May 14, 1997 EX-24 6 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Joseph M. Farley --------------------------------- Joseph M. Farley Director Date: 5-12-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Louis T. Hagopian --------------------------------- Louis T. Hagopian Director Date: 5-9-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Joseph L. Lanier, Jr. ---------------------------------- Joseph L. Lanier, Jr. Director Date: 5-12-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ George J. Records, Sr. --------------------------------- George J. Records, Sr. Director Date: 5-9-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director and officer of Torchmark Corporation (the "Company") constitutes and appoints Keith A. Tucker, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ R. K. Richey --------------------------------- R. K. Richey Chairman, Chief Executive Officer and Director Date: 5-12-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director and officer of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Gary L. Coleman, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Keith A. Tucker --------------------------------- Keith A. Tucker Vice Chairman and Director Date: 5-9-97 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director and officer of Torchmark Corporation (the "Company") constitutes and appoints R. K. Richey, Keith A. Tucker, Larry M. Hutchison and Carol A. McCoy, and each of them severally, his true and lawful attorneys-in-fact for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement for the Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and the accompanying Form S-3 resale prospectus and any and all amendments and post-effective amendments thereto, and to file the same with all exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys- in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed this Power of Attorney in the capacity and on the date indicated below. /s/ Gary L. Coleman --------------------------------- Gary L. Coleman Vice President and Chief Accounting Officer Date: 5-8-97 EX-99 7 FORM S-3 RESALE PROSPECTUS __________________________ 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 1 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. 2
TABLE OF CONTENTS ----------------- Page ---- 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. 3 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 4 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 ------- 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. 5 INDEMNIFICATION --------------- 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. 6 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 -------------------------- 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. 7 LEGAL OPINION ------------- 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 ------- 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. 8 -----END PRIVACY-ENHANCED MESSAGE-----