SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2001
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9052 63-0780404
(State or other (Commission File No.) (I.R.S. Employer ID No.)
jurisdiction
of incorporation)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of principal executive offices)
Registrant's telephone number, including area code: (205) 325-4200
None
(Former name or former address, if changed since last report)
Item 5. Other Events.
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On October 31, 2001, Torchmark Corporation ("Torchmark") and Torchmark
Capital Trust I (the "Trust"), entered into an underwriting agreement
(the "Underwriting Agreement") with Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., as Representatives of the
Underwriters named in the Underwriting Agreement, for the sale of
4,400,000 7 3/4% Trust Preferred Securities (Liquidation Amount $25
per Trust Preferred Security) of the Trust. Such Trust Preferred
Securities are a portion of the $300 million of securities that were
registered by Torchmark and the Trust pursuant to a registration
statement on Form S-3 under Rule 415 under the Securities Act of 1933,
as amended, which registration statement was declared effective on
November 30, 1999 (File No. 333-83411 (the "Registration Statement")).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Form 8-K. The Federal Income Tax Opinion of Maynard, Cooper & Gale,
P.C., tax counsel to Torchmark and the Trust, together with the
consent of such firm to the reference thereof in the Prospectus
Supplement dated October 31, 2001 (the "Prospectus Supplement") is
filed as Exhibit 8.1. Copies of the instruments defining the rights
of the holders of the Trust Preferred Securities are filed as Exibits
4.1 through 4.5 to this Form 8-K. The consents of Deloitte & Touche
LLP and KPMG LLP to the reference to such firms in the Prospectus
Supplement are filed as Exhibits 23.1 and 23.2, respectively. The
Statements of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the Junior
Subordinated Indenture, the Amended and Restated Declaration of Trust
and the Preferred Securities Guarantee Agreement are filed as Exhibits
25.1 through 25.3 to this Form 8-K.
Item 7. Financial Statement and Exhibits.
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1.1 Underwriting Agreement dated October 31, 2001, between Torchmark and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc., as Representatives of the Underwriters named in the
Underwriting Agreement.
4.1 Certificate of Amendment to the Certificate of Trust of Torchmark
Capital Trust I, dated November 1, 2001.
4.2 Amended and Restated Declaration of Trust of Torchmark Capital Trust
I, dated November 2, 2001.
4.3 Junior Subordinated Indenture (the "Indenture"), dated November 2,
2001, between Torchmark and The Bank of New York, as Trustee, defining
the rights of the 7 3/4% Junior Subordinated Debentures.
4.4 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the
Indenture, dated November 2, 2001, establishing the terms of the
7 3/4% Junior Subordinated Debentures.
4.5 Preferred Securities Guarantee Agreement, dated November 2, 2001,
between Torchmark and The Bank of New York, as Trustee, with respect
to the Trust Preferred Securities.
8.1 Federal Income Tax Opinion of Maynard, Cooper & Gale, P.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG LLP
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Indenture (Torchmark).
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Amended and Restated Declaration of Trust of Torchmark Capital Trust
I.
25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Preferred Securities Guarantee Agreement (Torchmark).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TORCHMARK CORPORATION
Date: November 2, 2001 /s/ Michael J. Klyce
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Michael J. Klyce,
Vice President & Treasurer