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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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

SC 13D
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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))

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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!  

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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                           

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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.                                          

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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.                                                     

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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.          

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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

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		2/22/94		7					SC 13D,  SC 13D/A
		2/11/94		1		6			8-K
		1/27/94		6					8-K
		1/15/94		4		6			8-K
		6/15/93		4
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