SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 11, 2001
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9052 63-0780404
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
2001 Third Avenue South, Birmingham, Alabama 35233
(Address of Principal Executive Offices) (Zip Code)
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.
On December 11, 2001, Torchmark Corporation ("Torchmark"), entered
into an underwriting agreement (the "Underwriting Agreement") with
Banc One Capital Markets, Inc. and Banc of America Securities LLC, as
representatives of the underwriters named in the Underwriting
Agreement, for the sale of 6 1/4% senior notes in an aggregate
principal amount of $180,000,000 (the "Senior Notes"). The Senior
Notes are issued pursuant to Torchmark's registration statement on
Form S-3 (File No. 333-83411), as amended, which registration
statement was declared effective on November 30, 1999, and Torchmark's
registration statement on Form S-3 filed pursuant to Rule 462(b) (File
No. 333-74930), which became effective on December 12, 2001.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Form 8-K. A copy of the Supplemental Indenture, dated as of December
14, 2001, between Torchmark, Bank One Trust Company, National
Association and The Bank of New York, defining the rights of the 6
1/4% Senior Notes is filed as Exibit 4.1 to this Form 8-K. The
Statement re: Computation of Ratio of Earnings to Fixed Charges of
Torchmark is filed as Exhibit 12.1. The consents of Deloitte & Touche
LLP and KPMG LLP are filed as Exhibits 23.1 and 23.2, respectively.
Item 7. Financial Statements and Exhibits.
1.1 Underwriting Agreement dated December 11, 2001, between Torchmark and
Banc One Capital Markets, Inc. and Banc of America Securities LLC, as
representatives of the underwriters named in the Underwriting
Agreement.
4.1 Supplemental Indenture, dated as of December 14, 2001, between
Torchmark, Bank One Trust Company, National Association and The Bank
of New York, supplementing the Indenture Agreement dated February 1,
1987 (incorporated herein by reference to Exhibit 4(b) to Torchmark's
Registration Statement on Form S-3 (File No. 33-11716)), and defining
the rights of the 6 1/4% Senior Notes.
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges of
Torchmark
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG LLP
SIGNATURES
Pursuant to the requirements of the Securities 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: December 14, 2001 /s/ Michael J. Klyce
-----------------------------------
Michael J. Klyce,
Vice President and Treasurer