FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1997 Commission File Number 1-8052 TORCHMARK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 63-0780404 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 3rd 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, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT JULY 31, 1997 Common Stock, 69,204,405 $1.00 Par Value Index of Exhibits (Page 12) Total number of pages included are 13.
TORCHMARK CORPORATION INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheet 1 Consolidated Statement of Operations 2 Consolidated Statement of Cash Flow 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II. OTHER INFORMATION Item 1. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 12
PART I - FINANCIAL INFORMATION Item 1. Financial Statements TORCHMARK CORPORATION CONSOLIDATED BALANCE SHEET (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> June 30, December 31, 1997 1996 ----------- ------------ <S> <C> <C> ASSETS: Investments: Fixed maturities, available for sale, at fair value (amortized cost; 1997 - $5,419,871; 1996 - $5,265,499) $ 5,489,254 $5,328,276 Equity securities, at fair value (cost: 1997 - $3,284; 1996 - $3,799) 9,916 8,858 Mortgage loans, at cost (estimated fair value; 1997 - $74,528; 1996 - $61,970) 78,322 64,353 Investment real estate, at depreciated cost 159,547 150,490 Policy loans 213,551 206,959 Other long-term investments (at fair value) 76,436 95,485 Short-term investments 161,949 85,099 ----------- ---------- Total investments 6,188,975 5,939,520 Cash 6,337 18,272 Investment in unconsolidated subsidiaries 95,351 88,051 Accrued investment income 94,657 91,837 Other receivables 127,854 112,291 Deferred acquisition costs 1,315,152 1,253,727 Value of insurance purchased 229,616 244,368 Property and equipment 48,373 50,323 Goodwill 533,052 540,540 Other assets 32,972 41,846 Separate account assets 1,709,395 1,420,025 ----------- ---------- Total assets $10,381,734 $9,800,800 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: Liabilities: Future policy benefits $ 4,917,290 $4,797,738 Unearned and advance premiums 85,499 83,670 Policy claims and other benefits payable 211,714 220,121 Other policyholders' funds 81,395 80,812 ----------- ---------- Total policy liabilities 5,295,898 5,182,341 Accrued income taxes 374,687 340,287 Short-term debt 79,145 40,910 Long-term debt (estimated fair value: 1997 - $812,760; 1996 - $814,082) 792,195 791,880 Other liabilities 227,548 202,869 Separate account liabilities 1,709,395 1,420,025 ----------- ---------- Total liabilities 8,478,868 7,978,312 Monthly income preferred securities (estimated fair value: 1997 - $208,000; 1996 - $210,000) 193,173 193,145 Shareholders' equity: Preferred stock 0 0 Common stock 73,784 73,784 Additional paid-in capital 145,699 141,701 Unrealized investment gains, net of tax 53,288 46,581 Retained earnings 1,655,404 1,549,391 Treasury stock, at cost (218,482) (182,114) ----------- ---------- Total shareholders' equity 1,709,693 1,629,343 ----------- ---------- Total liabilities and shareholders' equity $10,381,734 $9,800,800 =========== ========== </TABLE> See accompanying Notes to Consolidated Financial Statements. 1
TORCHMARK CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited and in thousands except per share data) <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, --------- --------- -------------------- 1997 1996 1997 1996 --------- --------- -------- ---------- <S> <C> <C> <C> <C> Revenue: Life premium $228,210 $214,571 $450,570 $423,878 Health premium 184,689 183,366 372,289 371,534 Other premium 6,988 5,597 12,718 10,310 --------- --------- --------- --------- Total premium 419,887 403,534 835,577 805,722 Financial services revenue 49,915 47,157 98,278 91,494 Net investment income 106,895 100,700 210,529 200,117 Realized investment gains (losses) (22,948) 379 (33,779) 5,092 Other income 448 213 662 381 --------- --------- --------- --------- Total revenue 554,197 551,983 1,111,267 1,102,806 Benefits and expenses: Life policyholder benefits 149,739 141,061 294,687 277,467 Health policyholder benefits 116,129 112,464 230,830 227,985 Other policyholder benefits 13,929 12,446 27,361 24,821 --------- --------- --------- --------- Total policyholder benefits 279,797 265,971 552,878 530,273 Amortization of deferred acquisition costs 55,128 54,277 111,651 109,734 Commissions and premium taxes 34,533 35,522 70,515 71,534 Financial services selling expense 12,157 12,960 24,484 25,246 Other operating expense 36,268 38,122 74,116 78,204 Amortization of goodwill 3,744 3,744 7,488 7,488 Interest expense 18,285 18,187 36,159 37,831 --------- --------- --------- --------- Total benefits and expenses 439,912 428,783 877,291 860,310 Income before income taxes and equity in earnings of unconsolidated affiliate 114,285 123,200 233,976 242,496 Income taxes (41,423) (45,431) (84,879) (89,074) Equity in earnings of unconsolidated subsidiaries 4,202 3,660 7,684 6,700 Monthly income preferred securities dividend (2,474) (2,390) (4,863) (4,809) --------- --------- --------- --------- Net income $74,590 $79,039 $151,918 $155,313 ========= ========= ========= ========= Net income per share $1.08 $1.10 $2.18 $2.17 ========= ========= ========= ========= </TABLE> See accompanying Notes to Consolidated Financial Statements. 2
TORCHMARK CORPORATION CONSOLIDATED STATEMENT OF CASH FLOW (Amounts in thousands) <TABLE> <CAPTION> Six Months Ended June 30, ----------------------- 1997 1996 ----------- --------- <S> <C> <C> Cash provided from operations $240,968 $183,819 Cash provided from (used for) investment activities: Investments sold or matured: Fixed maturities available for sale - sold 625,008 70,688 Fixed maturities available for sale - matured, called, and repaid 211,974 189,644 Other long-term investments 61,945 17,374 ----------- --------- Total investments sold or matured 898,927 277,706 Investments acquired: Fixed maturities (1,018,408) (364,052) Other long-term investments (67,775) (27,988) ----------- --------- Total investments acquired (1,086,183) (392,040) Net decrease (increase) in short-term investments (76,850) 1,378 Proceeds from sale of discontinued energy operations 30,832 0 Payments related to sale of discontinued energy operations (14,428) 0 Dividend from discontinued affiliate 0 35,625 Disposition of properties 482 80 Additions to properties (3,823) (2,556) ----------- --------- Cash used for investment activities (251,043) (79,807) Cash provided from (used for) financing activities: Issuance of common stock 12,700 2,326 Additions to debt 38,725 0 Repayments of debt 0 (115,817) Acquisition of treasury stock (54,462) 0 Cash dividends paid to shareholders (42,702) (41,592) Net receipts from deposit product operations 43,879 44,659 ----------- --------- Cash used for financing activities (1,860) (110,424) Net increase (decrease) in cash (11,935) (6,412) Cash at beginning of year 18,272 13,158 ----------- --------- Cash at end of period $6,337 $6,746 ========== ======== </TABLE> See accompanying Notes to Consolidated Financial Statements. 3
TORCHMARK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - Accounting Policies The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and, therefore, do not include all disclosures required by generally accepted accounting principles. However, in the opinion of management, these statements include all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the consolidated financial position at June 30, 1997, and the consolidated results of operations for the periods ended June 30, 1997, and 1996. 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operating Results Torchmark's net operating income from continuing operations (net income excluding realized investment gains and losses and the associated adjustment to deferred acquisition costs, net of tax) was $2.50 per share ($174 million) for the first six months of 1997, compared with $2.12 per share ($152 million) for the same period of 1996, an increase of 18%. Net income was $152 million in the 1997 period, compared with $155 million in the same period for 1996. The decrease in net income was caused by an after-tax realized investment loss of $22 million in the 1997 period, compared with a gain of $3 million in 1996. The 1997 realized investment losses resulted primarily from the intentional sale of fixed-maturity investments, and were taken to offset current and prior year taxable gains. Operating revenues (revenues excluding realized investment gains and losses) rose 4% to $1.15 billion in the first six months of 1997. Total premium increased 4% to $836 million. Life premium grew 6% to $451 million for the six months of 1997, while health premium was flat at $372 million. Life premium comprised 54% of total premium in the 1997 period, compared with 53% in the 1996 period and 37% five years ago. The growth in life premium relative to health premium underscores Torchmark's increased emphasis on life products. Financial services revenues gained 7% to $98 million, while net investment income rose 5% to $211 million. Operating expense declined 5% to $74 million for the 1997 six months from $78 million. As a percentage of operating revenue, operating expenses fell from 7.1% in the 1996 period to 6.5%. The major contributing factor to the decline in these expenses was the $4 million decline in litigation expense, compared with the prior-year period, at Torchmark's Alabama-based insurer, Liberty National Life Insurance Company. Interest expense declined $2 million, or 4%, because of lower average debt outstanding. A discussion of Torchmark's operations follows under the appropriate captions. Life insurance. Life insurance premium income rose 6% to $451 million through the June period of 1997, from $424 million in the same six-month period a year ago. Annualized life premium in force increased 7% over the prior year and was $985 million at June 30, 1997, compared with $922 million a year earlier. Annualized life insurance premium in force represented 56% of Torchmark's total annualized premium in force at June 30, 1997, compared with 55% the same date a year earlier. Life insurance sales, in terms of annualized premium issued, were $117 million in the 1997 six months, rising 6% over 1996 sales of $110 million. Benefits and acquisition expenses as a percentage of premium were stable in both periods at 82%. 5
Health insurance. Torchmark's health insurance premium was level at $372 million for the 1997 six months. Annualized health insurance premium in force rose 1% to $759 million at June 30, 1997. Medicare Supplement annualized premium in force rose slightly to $533 million at June 30, 1997, compared with $530 million a year earlier. The improvement in Medicare Supplement in force premium resulted primarily from premium rate increases. Cancer annualized premium in force grew 6% to $128 million, also as a result of premium rate increases. Sales of health insurance, as measured by annualized premium issued, grew 9% to $53 million. Operating margins for health insurance remained steady in 1997 at 30%. Annuities. Torchmark sells both fixed and variable annuities. Fixed annuity collections were $48 million in the 1997 six months, compared with $42 million collected in the 1996 period, an increase of 14%. Collections of variable annuities were $105 million in the 1997 period, declining 12% from variable collections of $119 million in 1996. Fixed annuities on deposit with Torchmark were $995 million at June 30, 1997, gaining 5% over the same date a year ago. The variable annuity balance on deposit rose 39% during the past twelve months, boosted in part by the strength in financial markets. This balance was $1.7 billion at June 30, 1997, compared with $1.2 billion a year ago. Policy charges for annuities for the 1997 six months were $12.7 million, compared with $10.3 million for the 1996 period, an increase of 23%. Policy charges are assessed against the annuity account balance periodically for insurance risk, sales, administration, and cash surrender. The increase in policy charges resulted primarily from the growth in variable annuities over the prior-year period. Investment. Torchmark's investment income rose 5% in the first six months of 1997 to $211 million, the result of a 7% increase in mean invested assets for the 1997 period versus the 1996 period. Invested assets at amortized cost increased to $6.1 billion at June 30, 1997, compared with $5.7 billion at June 30, 1996. Acquisitions continue to emphasize call-protected, medium-maturity corporate obligations and commercial mortgage-backed securities. Acquisitions made during the first six months of 1997 totaled $1.0 billion and had a yield of 7.34%, compared with acquisitions of $364 million made at a yield of 7.04% for the 1996 comparable period. The increase in 1997 acquisitions over the 1996 level resulted in large part from the reinvestment of proceeds from planned sales of fixed income securities, which were completed in order to partially offset current and prior-year taxable realized gains. Realized losses of $27 million were generated in this program. Fixed maturity investments represented 89% of total invested assets at June 30, 1997. The portfolio had a yield of 7.46%, compared with a 7.59% yield at June 30, 1996. Because of the decrease in interest rates during the period, the fixed-income portfolio had an unrealized gain of $69 million, compared with an unrealized gain of $63 million at year-end 1996 and a $20 million unrealized loss at June 30, 1996. 6
Financial services. Financial services revenues for the first six months of 1997 increased 7% to $98 million over the prior period. Asset management fees, the largest component of financial services revenues, rose 11% to $56 million. These fees are based on the amount of assets under management. Average assets under management rose 4% in the 1997 period versus the 1996 six months. Assets under management were $21.1 billion at June 30, 1997, $18.9 billion at year-end 1996, and $18.9 billion at June 30, 1996. Mutual fund assets under management were $19.4 billion at June 30, 1997, compared with $17.2 billion at 1996 year end and $16.1 billion a year ago. Growth in fee revenue was greater than the growth in average assets due to the loss of several large accounts in 1996 with lower than average fees. Commission revenues from investment product sales declined 4% to $36 million in the 1997 period from $37 million for the prior six months. Investment product sales of $724 million in the 1997 period declined 10% compared with $805 million in the same period of 1996. However, sales for the 1997 six months were 5% greater than investment product sales for the last six months of 1996. Commission revenues also gained 5% compared with the last six months of 1996. Commissions from the sale of insurance products were $6.7 million in the 1997 six months, compared with $7.0 million in the 1996 period. Service fees increased 16% to $15 million. The sum of all financial services revenue components is greater than total financial services revenue because the portion of commission related to the sale of insurance and variable annuity products of United Investors Life Insurance Company is eliminated in consolidation. Direct expenses for financial services declined as a percentage of revenues from 28% in the 1996 period to 25% in the 1997 period because most of these expenses are fixed costs. Administrative expense as a percentage of revenue also declined 1%. The financial services pretax profit margin increased from 51% in the 1996 period to 55%. Financial Condition Liquidity. Positive cash flow, marketable investments, and the availability of a line of credit facility provide Torchmark with strong liquidity and financial flexibility. Torchmark's insurance and asset-management operations typically generate cash flows in excess of immediate requirements. Torchmark's net cash inflows from operations were $241 million in the first six months of 1997, compared with $184 million in the same period of 1996, a 31% increase. In addition to cash flows from operations, Torchmark received $212 million in investment maturities or repayments during 1997. Torchmark's cash and short-term investments were $168 million at the end of June, 1997, rising 63% over the $103 million of these assets at December 31, 1996. Cash and short-term investments represented 1.6% of total assets at June 30, 1997. In addition, Torchmark's entire portfolio of fixed-income and equity securities, in the amount of $5.5 billion at market value on June 30, 7
1997, is available for sale should a need arise. The $65 million increase in cash and short-term investments was caused by the temporary build-up of cash flow pending permanent investment. The additional cash flow resulted from the tax-related investment sales. Torchmark has in place a line of credit facility, which is also designed as a backup credit line for a commercial paper program. This program provides credit up to a maximum amount of $600 million, and permits Torchmark to borrow from either the credit line or issue commercial paper at any time up to the combined facility maximum of $600 million. Terms of the facility permit borrowing up to the maximum amount at variable interest rates. Torchmark is subject to certain covenants regarding capitalization and earnings, with which Torchmark was in full compliance at June 30, 1997. At that date, Torchmark had commercial paper outstanding in the amount of $79 million and no borrowings on the line of credit. At December 31, 1996, $41 million in commercial paper was outstanding. Capital resources. At June 30, 1997, Torchmark's debt outstanding was $871 million, compared with $833 million at December 31, 1996 and $866 million at June 30, 1996. Debt as a percentage of total capitalization was 32% at June 30, 1997, counting the Monthly Income Preferred Securities as equity and excluding the effects on equity of an accounting rule requiring market revaluation of fixed securities and an adjustment to deferred acquisition costs based on changes in interest rates in the financial markets. The debt to capitalization ratio was also 32% at year-end 1996 and 33% at June 30, 1996. Torchmark's 8 5/8% Sinking Fund Debentures due 2017 are subject to a mandatory $8 million repayment during the twelve months ending March 31, 1998. In addition to this mandatory repayment, Torchmark may elect to repay an additional $12 million during this same period at par value. Torchmark made both of these repayments in the principal amount of $20 million, with accrued interest, on July 15, 1997. Shareholders' equity was $1.71 billion at June 30, 1997, compared with $1.63 billion at 1996 year end. Shareholders' equity was $1.56 billion one year ago. Book value per share was $24.72 at quarter end, compared with $23.38 at year- end 1996 and $21.78 a year earlier. Shareholders' equity is impacted by the previously mentioned accounting rule that requires equity to be adjusted for the fluctuations in the market values of fixed investments and deferred acquisition costs based on changes in interest rates. After adjusting shareholders' equity to remove the effects of interest-rate fluctuations on an after-tax basis, shareholders' equity was $1.67 billion at June 30, 1997, compared with $1.59 billion at 1996 year end and $1.57 billion a year ago. On a per share basis, book value was $24.12 at the end of June, 1997, compared with $22.84 at year-end 1996 and $21.92 at June 30, 1996. Growth in shareholders' equity over the prior year was attained despite share purchases during the second half of 1996 in the amount of $107 million, and $54 million in 1997 (all in the second quarter of 1997). During the second quarter of 1997, 947 thousand shares were acquired. Annualized return on common equity, adjusted to exclude the effects of the accounting rule and realized investment gains and losses, was 20.9% for the 1997 six-month period, compared with 20.1% for the same period of 1996. 8
On June 23, 1997, Torchmark shareholders approved an increase in the number of Torchmark authorized shares to 320 million. Accordingly, Torchmark paid a two- for-one stock split in the form of a stock dividend on August 1, 1997. As a result of this split, Torchmark's per share earnings and book value will be restated in future periods. Had the split been in effect at June 30, 1997, net operating income per share would have been $1.25 in the 1997 six months, compared with $1.06 for the year earlier period. Book value per share would have been $12.36 at June 30, 1997 ($12.06 excluding the effect of interest-rate fluctuations), compared with $11.69 and $11.42, respectively, at December 31, 1996. 9
Part II. Other Information Item 1. Legal Proceedings. Torchmark and its subsidiaries continue to be named as parties to pending or threatened legal proceedings. These lawsuits involve tax matters, alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark's insurance subsidiaries, employment discrimination and miscellaneous other causes of action. Many of these lawsuits involve claims for punitive damages in the state courts of Alabama, a jurisdiction particularly recognized for its large punitive damage verdicts. Accordingly, the likelihood or extent of a punitive damage verdict in any given case is virtually impossible to predict. As of June 30, 1997, Liberty National Life Insurance Company ("Liberty") was a party to approximately 204 active lawsuits (including 25 employment cases and excluding interpleader and stayed cases), approximately 188 of which were Alabama proceedings in which punitive damages were sought. Liberty faces trial settings in these cases on an on-going basis. Some of such actions involving Liberty also name Torchmark as a defendant. It has been previously reported that Liberty is a party to individual lawsuits and a purported class action (Carlton v. Liberty National Life Insurance Company, Case No. CV-96-22) in the Circuit Court of Chambers County, Alabama, in which allegations are made that an interest sensitive life insurance policy would become paid-up or self-sustaining after a specified number of years. Of the individual interest-sensitive cases, 53 actions were filed in Chambers County, Alabama by a single attorney. The Carlton case was settled on an individual basis by the parties on August 7, 1997. No class was ever certified in Carlton. Additionally, the 53 individual interest-sensitive cases in Chambers County have been settled in the third quarter, 1997 or are currently in the process of being settled. Liberty has previously reported that it is a party to Harris v. Liberty National Life Insurance Company (CV-96-01836), a purported class action filed in the Circuit Court of Jefferson County, Alabama in March, 1996. In Harris, the plaintiffs allege that a class of persons were insured under Liberty cancer policies when Liberty knew that such persons were not entitled to retain any benefits under these policies. On March 21, 1997, a purported class action with substantially similar allegations was filed in the Circuit Court of St. Clair County, Alabama (Gentry v. Liberty National Life Insurance Company, CV-97-61). The St. Clair County Circuit Court entered an order conditionally certifying a class in Gentry on May 27, 1997. The Harris case has been stayed by the 10
Jefferson County Circuit Court pending resolution of the Gentry proceedings. No class has been certified in Harris. Item 4. Submission of Matters to a Vote of Security Holders. (1) April 24, 1997 Annual Meeting of Shareholders Messrs. David L. Boren, Louis T. Hagopian and Harold T. McCormick were elected at the Annual Meeting of Shareholders to terms expiring in 2000. Messrs. Joseph M. Farley, C. B. Hudson, Joseph L. Lanier, Jr., George J. Records, R. K. Richey and Keith A. Tucker continued as directors in their current terms after the meeting. Proposal 1. Election of Directors. For Withheld David L. Boren 56,629,888 461,874 Louis T. Hagopian 56,594,198 497,564 Harold T. McCormick 56,611,396 480,366 Proposal 2. Amendment to and Restatement of 1987 Torchmark Stock Incentive Plan - - This proposal involved increasing the number of shares available for awards under the existing plan by one million shares and providing that the Board, in its discretion, could award non-employee directors non-formula based stock options. For Against Abstain 37,838,653 18,671,418 581,691 Proposal 3. Approval of Torchmark Corporation 1996 Non-Employee Director Stock Option Plan and Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan - These are new plans which allow non-employee directors and certain executives designated by the Compensation Committee to elect to defer all or certain portions of their annual compensation into an interest account in these plans and to subsequently within a limited time period, convert their interest accounts to stock options. For Against Abstain 49,157,534 7,270,752 663,476 11
Proposal 4. Ratification of Torchmark Political Contributions Program - This program allows up to .05% of the Company's pre-tax earnings per year (not to exceed $250,000) to be set aside for disbursement over a two year election cycle in full accordance with all election laws by management in order to support candidates and political parties working for the preservation of the insurance and mutual fund industries. For Against Abstain 51,422,278 4,858,376 811,108 Proposal 5. Appointment of KPMG Peat Marwick LLP as auditors for 1997. For Against Abstain 56,887,881 85,621 118,260 No broker non-votes on any of the foregoing proposals. Total shares voted 57,091,762 (Quorum 81.755%). (1) June 23, 1997 Special Meeting of Shareholders The shareholders voted to amend Torchmark's Restated Certificate of Incorporation to increase the authorized capital of the Company to $325 million and the authorized common stock of the Company to 320 million shares, $1.00 per value per share. For Against Abstain 51,614,311 233,082 124,613 No broker non-votes on this proposal. Total shares voted 51,972,006 (Quorum 74.96%). Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (11) Statement re computation of per share earnings. (b) Reports on Form 8-K. A Form 8-K dated April 15, 1997 was filed to report the granting of a new trial in McQuiston v. Liberty National Life Insurance Company. No financial statements were required to be filed. A Form 8-K dated May 15, 1997 was filed to set out Torchmark's cautionary statement regarding forward-looking statements as permitted by the Private Securities Litigation Reform Act of 1995. No financial statements were required to be filed. 12
SIGNATURES Pursuant to the requirement 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: August 12, 1997 /s/ Keith A. Tucker ----------------------------------- Keith A. Tucker, Vice Chairman Date: August 12, 1997 /s/ Gary L. Coleman ----------------------------------- Gary L. Coleman, Vice President and Chief Accounting Officer