As filed with the Securities and Exchange Commission on December 11, 2001
Registration No. 333-83411
333-83411-01
333-83411-02
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Post-Effective Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TORCHMARK CORPORATION
TORCHMARK CAPITAL TRUST I
TORCHMARK CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
63-0780404
Delaware 74-6507320
74-6508172
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Nos.)
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2001 Third Avenue South
Birmingham, Alabama 35233
(205) 325-4200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
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LARRY M. HUTCHISON, ESQ.
Vice President and General Counsel
2001 Third Avenue South
Birmingham, AL 35233
(205) 325-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
GREGORY S. CURRAN, ESQ.
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
(205) 254-1000
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Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Post-Effective
Amendment No. 2 to the Registration Statement as determined by market
conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form
S-3 (No. 333-83411) is filed pursuant to Rule 462(d) solely to add certain
exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Number Description
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4.12 Form of Supplemental Indenture by and among Torchmark
Corporation, Bank One Trust Company, National Association
(successor-in-interest to The First National Bank of Chicago as
successor trustee to Morgan Guaranty Trust Company of New York),
and The Bank of New York
25.4 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of The Bank of New York, as an
additional trustee under the Indenture, as amended
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Torchmark Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement (No. 333-83411) to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Birmingham, State of Alabama, on December 11th, 2001.
Torchmark Corporation
By: *
---------------------------------------
C. B. Hudson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement (No. 333-83411) has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
-------------------------- Chairman, Chief Executive December 11, 2001
C. B. Hudson Officer, and Director
/s/ Gary L. Coleman
-------------------------- Executive Vice President and December 11, 2001
Gary L. Coleman Chief Financial Officer
(Principal Accounting Officer)
*
-------------------------- Director December 11, 2001
David L. Boren
*
-------------------------- Director December 11, 2001
Joseph M. Farley
*
-------------------------- Director December 11, 2001
Louis T. Hagopian
*
-------------------------- Director December 11, 2001
Joseph L. Lanier, Jr.
*
-------------------------- Director December 11, 2001
Mark S. McAndrew
*
-------------------------- Director December 11, 2001
Harold T. McCormick
*
-------------------------- Director December 11, 2001
Joseph W. Morris
*
-------------------------- Director December 11, 2001
George J. Records
*
-------------------------- Director December 11, 2001
R. K. Richey
*
-------------------------- Director December 11, 2001
Lamar C. Smith
*By /s/ Larry M. Hutchison
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Larry M. Hutchison
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Torchmark Capital Trust I, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment No. 2 to the Registration Statement
(No. 333-83411) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on December 11th, 2001.
Torchmark Capital Trust I
By: /s/ Larry M. Hutchison
---------------------------------------
Larry M. Hutchison
Regular Trustee
By: /s/ Gary L. Coleman
---------------------------------------
Gary L. Coleman
Regular Trustee
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Torchmark Capital Trust II, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement (No. 333-
83411) to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Birmingham, State of Alabama, on December 11th, 2001.
Torchmark Capital Trust II
By: /s/ Larry M. Hutchison
---------------------------------------
Larry M. Hutchison
Regular Trustee
By: /s/ Gary L. Coleman
---------------------------------------
Gary L. Coleman
Regular Trustee
EXHIBIT INDEX
Number Description
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4.12 Form of Supplemental Indenture by and among Torchmark
Corporation, Bank One Trust Company, National Association
(successor-in-interest to The First National Bank of Chicago
as successor trustee to Morgan Guaranty Trust Company of New
York), and The Bank of New York
25.4 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of The Bank of New York, as an
additional trustee under the Indenture, as amended