SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TORCHMARK CORPORATION TORCHMARK CAPITAL TRUST I (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) DELAWARE DELAWARE (State of incorporation or (State of incorporation or organization of registrant) organization of registrant) 63-0780404 74-6507320 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) c/o LARRY M. HUTCHISON, ESQ. Vice President and General Counsel Torchmark Corporation 2001 Third Avenue South Birmingham, Alabama 35233 (Address of principal executive offices of each registrant) If this form relates to the registration of a If this form relates to the registration of a class class of securities pursuant to Section 12(b) of securities pursuant to Section 12(g) of the of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to to General Instruction A.(c), please check the General Instruction A.(d), please check the following box. [X] following box. [ ] Securities Act registration statement file numbers to which this form relates: 333-83411 333-83411-01 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ 7 3/4% Trust Preferred Securities issued by New York Stock Exchange Torchmark Capital Trust I and the Preferred Securities Guarantee by Torchmark Corporation with respect thereto Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This Registration Statement relates to the 7 3/4% Trust Preferred Securities (the "Trust Preferred Securities") of Torchmark Capital Trust I, a Delaware business trust ("Capital Trust I"), guaranteed by Torchmark Corporation (the "Company") to the extent set forth in the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee") of the Company. Descriptions of the Trust Preferred Securities and the Preferred Securities Guarantee are set forth under the captions "Description of the Trust Preferred Securities" and "Description of the Guarantee" in the Prospectus Supplement filed on November 2, 2001 with the Securities and Exchange Commission (the "Commission") by the Company and Capital Trust I pursuant to Rule 424(b) under the Securities Act of 1933 as a supplement to the base Prospectus filed with the Commission in the Company's and Capital Trust I's Registration Statement on Form S-3 (Registration No. 333-83411), filed with the Securities and Exchange Commission on July 21, 1999, as amended, and which became effective on November 30, 1999. Item 2. EXHIBITS. 2.1 Registration Statement on Form S-3 (Registration No. 333-83411) filed with the Securities and Exchange Commission on July 21, 1999 by Torchmark Corporation and Torchmark Capital Trust I, as amended (the "Registration Statement"), is incorporated herein by reference. 2.2 Declaration of Trust of Torchmark Capital Trust I, dated as of July 21, 1999, between Torchmark Corporation, as Sponsor, and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit No. 4.3 to the Registration Statement). 2.3 Amended and Restated Declaration of Trust of Torchmark Capital Trust I, dated as of November 2, 2001, between Torchmark Corporation, as Sponsor, and The Bank of New York, as Indenture Trustee and The Bank of New York (Delaware), as Delaware Trustee (incorporated herein by reference to Exhibit No. 4.2 to Torchmark Corporation's Current Report on Form 8-K filed with the Commission on November 2, 2001). 2.4 Junior Subordinated Indenture relating to the 7 3/4% Junior Subordinated Debentures, dated as of November 2, 2001, by and between Torchmark Corporation and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit No. 4.3 to Torchmark Corporation's Current Report on Form 8-K filed with the Commission on November 2, 2001). 2.5 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the Junior Subordinated Indenture, dated as of November 2, 2001, establishing the terms of the 7 3/4% Junior Subordinated Debentures (incorporated herein by reference to Exhibit No. 4.4 to Torchmark Corporation's Current Report on Form 8-K filed with the Commission on November 2, 2001). 2.6 Preferred Securities Guarantee Agreement, dated as of November 2, 2001, between Torchmark Corporation, as Guarantor, and The Bank of New York, as Guarantee Trustee, with respect to the Trust Preferred Securities (incorporated herein by reference to Exhibit No. 4.5 to Torchmark Corporation's Current Report on Form 8-K filed with the Commission on November 2, 2001). 2.7 Form of Trust Preferred Security (included in Exhibit 2.3 above). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereto duly authorized. TORCHMARK CORPORATION By: /s/ Michael J. Klyce ------------------------------ Michael J. Klyce Vice President and Treasurer TORCHMARK CAPITAL TRUST I By: /s/ Michael J. Klyce ----------------------------- Michael J. Klyce Regular Trustee Dated: November 2, 2001