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Torchmark Corp – ‘SC 13D’ on 2/22/94 re: Ich Corp/DE

As of:  Tuesday, 2/22/94   ·   Accession #:  950109-94-302   ·   File #:  5-20379

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/22/94  Torchmark Corp                    SC 13D                 2:15K  Ich Corp/DE                       Donnelley R R & S..01/FA

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     31K 
 2: EX-2        Amendment to Stock Purchase Agreement                  2±     6K 


SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"I.C.H
3Item 1. Security and Issuer:
"Item 2. Identity and Background:
4Item 3. Source and Amount of Funds or Other Consideration:
"Item 4. Purpose of Transaction:
5Item 5. Interest in Securities of the Issuer:
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer:
6Item 7. Material to be Filed as Exhibits:
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* I.C.H. Corporation ------------------ (Name of Issuer) Common Stock, par value $1.00 ----------------------------- (Title of Class of Securities) 449264100 --------- (CUSIP Number) Carol McCoy, 2001 Third Avenue South, Birmingham, Alabama 35233, (205) 325-4243 ------------------------------------------------------------------------------- (Name, Address and Telephone Number Person Authorized to Receive Notices and Communications) February 11, 1994 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages
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(1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Torchmark Corporation I.R.S. I.D. No. 63-0780404 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS * WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES (7) SOLE VOTING POWER 4,677,243 BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY EACH (9) SOLE DISPOSITIVE POWER 4,677,243 REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,677,243 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.78% (14) TYPE OF REPORTING PERSON * CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 Pages
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Item 1. Security and Issuer: Common Stock, par value $1.00 I.C.H. Corporation ("I.C.H.") 100 Mallard Creek Road, Suite 400 Louisville, Kentucky 40207 Item 2. Identity and Background: Torchmark Corporation, a Delaware corporation ("Torchmark") 2001 Third Avenue South Birmingham, Alabama 35233 Torchmark is an insurance and diversified financial services holding company. The following information is provided with respect to all executive officers, directors and controlling persons of Torchmark, all of whom are citizens of or domiciled in the United States: [Enlarge/Download Table] Principal Business Position with Name Occupation Employer Address Reporting Person ---- ---------- -------- ------- ---------------- R.K. Richey Insurance/ Torchmark 2001 Third Ave. South Chairman, CEO and Financial Services Birmingham, AL 35233 Director Keith A. Tucker Insurance/ Torchmark 2001 Third Ave. South Vice Chairman and Financial Services Birmingham, AL 35233 Director C.B. Hudson Insurance/ Torchmark 2001 Third Ave. South Chairman of Financial Services Birmingham, AL 35233 Insurance Operation Director William T. Graves Insurance/ Torchmark 2001 Third Ave. South Executive Vice Financial Services Birmingham, AL 35233 President J.P. Bryan Financial Services Torchmark 1221 Lamar Suite 1600 Chairman and CEO of Houston, TX 77010 Torch Energy Advisors, Inc. Henry J. Herrmann Financial Services Torchmark 6300 Lamar Ave. Senior VP and Chief Shawnee Mission, KS Investment Officer 66202 United Investors Management Co. Robert P. Davison Personal Self-Employed 5 Tamarac Ln. Director Investments Cherry Hills Englewood, CO 80110 Joseph M. Farley Attorney Law firm of 1710 6th Ave. N Director Balch and Birmingham, AL 35203 Bingham Louis T. Hagopian Advertising and Meadowbrook 270 Sabal Palm Lane Director Marketing Enterprises Vero Beach, FL 32963 Consultancy Joseph L. Lanier, Textiles Dan River Inc. 803 3rd Ave. Director Jr. West Point, GA 31833 Harold T. McCormick Leisure Bay Point 3 Deerwood Director Industry Yacht and Birmingham, AL 35242 Country Club Joseph W. Morris Attorney Gable and 2000 Bank IV Center Director Gotwals 75 West 6th Street Tulsa, OK 74119 Page 3 of 8 Pages
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[Enlarge/Download Table] Yetta G. Samford, Attorney Samford, 709 Avenue A Director Jr. Denson Opelika, AL 36803 Horsley Pettey and Martin George J. Records Retail Banking/ Midland 5110 Guilford Lane Director Mortgage Operations Financial Co. Oklahoma City, OK 73120 (d). Neither Torchmark nor any of the above listed persons have, within the last 5 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e). Neither Torchmark nor any of the above listed persons have, within the last 5 years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting them to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration: On February 11, 1994, Torchmark acquired 4,677,243 shares of I.C.H. Common Stock for a purchase price of $23,386,215 in cash. The source of the funds was working capital of Torchmark. Item 4. Purpose of Transaction: Pursuant to the Stock Purchase Agreement, dated January 15, 1994, among I.C.H., Consolidated National Corporation, a Kentucky corporation ("CNC"), Consolidated Fidelity Life Insurance Company, a Kentucky life insurance corporation ("CFLIC"), Robert T. Shaw, C. Fred Rice and Torchmark (the "Stock Purchase Agreement"), Torchmark has acquired shares in I.C.H. for purposes of investment and has no current plans or proposals that relate to, or would result in, a sale of the Common Stock purchased; provided, however, Torchmark reserves the right in the future to purchase or dispose of its shares of I.C.H. Common Stock in open market transactions, private transactions or otherwise. (a) Pursuant to the Stock Purchase Agreement, I.C.H. agreed that in accordance with that certain agreement, dated June 15, 1993, as amended, among I.C.H., CNC and CFLIC, CFLIC will transfer all shares (other than as specified in the Stock Purchase Agreement) of I.C.H. equity securities and any securities exercisable for or convertible into I.C.H.'s equity securities that are owned by CFLIC. (d) Pursuant to the Stock Purchase Agreement, I.C.H. agreed to amend its bylaws to eliminate the requirement that the number of directors be an integral of four. An officer of Torchmark has been elected to the board of directors of I.C.H. as of the closing of the acquisition of I.C.H. Common Stock described herein. So long as Torchmark owns at least five percent of the issued and outstanding shares of Common Stock of I.C.H., I.C.H. will cause a person designated by Torchmark to be nominated for election as a director of I.C.H. and I.C.H. will use its best efforts to secure election of such person as a director to the I.C.H. board of directors. Page 4 of 8 Pages
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(e) Pursuant to the Stock Purchase Agreement, I.C.H. Corporation agreed to use its reasonable best efforts to cause to be filed an amendment to its certificate of incorporation to eliminate Class B Common Stock. I.C.H. Corporation also agreed not to reduce the number of shares of voting securities outstanding prior to the closing of the transaction contemplated by the Stock Purchase Agreement. Other than as set forth above, there are no plans or proposals of the type contemplated in Items 4(a)-4(j). Item 5. Interest in Securities of the Issuer: (a) Torchmark is the record and beneficial owner of 4,677,243 shares (9.78%) of I.C.H. Common Stock. (b) Torchmark has sole power to vote or to direct the vote of, and to dispose or direct the disposition of, 4,677,243 shares of I.C.H. Common Stock. No other person named in Item 2, either individually or as part of a "group" as that term is defined in Section 13(d)(3), owns beneficially any shares of the Common Stock. (c) On January 15, 1994, Torchmark entered into the Stock Purchase Agreement whereby Torchmark agreed to purchase 4,677,243 shares of Common Stock of I.C.H. for a purchase price of $23,386,215. This transaction was closed on February 11, 1994 and is the subject of this Schedule 13D. Other than as described herein, none of the persons named in Item 2 have effected any transactions in the Common Stock during the preceding 60-day period. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer: I.C.H. agreed pursuant to Section 8.15 of the Stock Purchase Agreement that so long as Torchmark owns at least five percent of the issued and outstanding shares of I.C.H. Common Stock, one person designated by Torchmark will be nominated for election as a director of I.C.H. and I.C.H. will use its best efforts to secure election of such person as a director. Page 5 of 8 Pages
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Item 7. Material to be Filed as Exhibits: The following exhibits are attached hereto: [Download Table] Exhibit No. Description ----------- ---------------------------------------------- 1 Stock Purchase Agreement dated January 15, 1994, among I.C.H., Consolidated National Corporation, a Kentucky corporation, Consolidated Fidelity Life Insurance Company, a Kentucky life insurance corporation, Robert T. Shaw, C. Fred Rice and Torchmark (incorporated by reference to Exhibit No. 1 page 4 of I.C.H.'s Report on Form 8-K (File No. 1-7697) as filed January 27, 1994. 2 Amendment to Stock Purchase Agreement dated February 11, 1994, among I.C.H., Consolidated National Corporation, a Kentucky corporation, Consolidated Fidelity Life Insurance Company, a Kentucky life insurance corporation, Robert T. Shaw, C. Fred Rice and Torchmark. Page 6 of 8 Pages
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SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 22, 1994. TORCHMARK CORPORATION By: /s/ Carol McCoy ----------------------------- Carol McCoy Associate Counsel and Assistant Secretary Page 7 of 8 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D’ Filing    Date First  Last      Other Filings
Filed on:2/22/947SC 13D,  SC 13D/A
2/11/94168-K
1/27/9468-K
1/15/94468-K
6/15/934
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Filing Submission 0000950109-94-000302   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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