AMSOUTH BANCORPORATION
SC 13G/A, 1995-02-13
STATE COMMERCIAL BANKS
Previous: AMSOUTH BANCORPORATION, SC 13G/A, 1995-02-13
Next: AMSOUTH BANCORPORATION, SC 13G/A, 1995-02-13



<PAGE>
 
CUSIP No. 743674-10-3                 13-G                     Page 1 of 9 pages

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                     (Amendment No.       16    )*
                                   -------------

                          PROTECTIVE LIFE CORPORATION
                          ---------------------------
                               (Name of Issuer)

                                 Common Stock
                                 ------------
                        (Title of Class of Securities)


                                  743674-10-3
                                  -----------
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement [  ].  (A
fee is not required only if the filing 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).

*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 the disclosures provided in a prior cover page.

The information required in 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).
<PAGE>
 
CUSIP NO. 743674-10-3                    13G                   Page 2 of 9 pages

 
    ---------------------------------------------------------------------------
    1    NAME OF REPORTING PERSON                                              
         S.S. or I.R.S.IDENTIFICATION NO. OF ABOVE PERSON                      
                                                                               
                    AmSouth Bancorporation                                     
                    No. 63-0591257                                             
                                                                               
    ---------------------------------------------------------------------------
    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                                               
                                 (a) [ ]                                       
                                 (b) [ ]                                       
                                                                               
    ---------------------------------------------------------------------------
    3    SEC USE ONLY                                                          
                                                                               
    ---------------------------------------------------------------------------
    4    CITIZENSHIP OR PLACE OF ORGANIZATION                                  
                                                                               
                    Delaware                                                   
                                                                               
    ---------------------------------------------------------------------------
                  5    SOLE VOTING POWER                                       
                                                                               
    NUMBER OF                   -0-                                            
                                                                               
     SHARES       -----------------------------------------------------------  
                  6    SHARED VOTING POWER                                     
    BENEFICIALLY                                                               
                                1,732,679                                      
      OWNED BY                                                                 
                  -----------------------------------------------------------  
       EACH       7    SOLE DISPOSITIVE POWER                                  
                                                                               
    REPORTING                   -0-                                            
                                                                               
     PERSON       -----------------------------------------------------------  
                  8    SHARED DISPOSITIVE POWER                                
      WITH                                                                     
                                1,392,471                                      
                                                                               
    ---------------------------------------------------------------------------
    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
                                                                               
                                     1,737,695                                 
                                                                               
    ---------------------------------------------------------------------------
    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
                                                                               
    ---------------------------------------------------------------------------
    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       
                                                                               
                                     12.67%
                                                                                
    ---------------------------------------------------------------------------
    12   TYPE OF REPORTING PERSON                                              
                                                                               
         HC                                                                    
                                                                               
    ---------------------------------------------------------------------------
<PAGE>
 
CUSIP NO. 743674-100-3                   13G                   Page 3 of 9 pages
 
    ---------------------------------------------------------------------------
    1    NAME OF REPORTING PERSON                                              
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
                                                                               
                    AmSouth Bank of Alabama*                                   
                    No. 63-0073530                                             
                                                                               
    ---------------------------------------------------------------------------
    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                                               
                                 (a) [ ]                                       
                                 (b) [ ]                                       
                                                                               
    ---------------------------------------------------------------------------
    3    SEC USE ONLY                                                          
                                                                               
    ---------------------------------------------------------------------------
    4    CITIZENSHIP OR PLACE OF ORGANIZATION                                  
                                                                               
                 Alabama                                                       
                                                                               
    ---------------------------------------------------------------------------
                    5    SOLE VOTING POWER                                     
                                                                               
    NUMBER OF                        -0-                                       
                                                                               
     SHARES         -----------------------------------------------------------
                    6    SHARED VOTING POWER                                   
    BENEFICIALLY                                                               
                                     1,732,679                                 
      OWNED BY                                                                 
                    -----------------------------------------------------------
        EACH        7    SOLE DISPOSITIVE POWER                                
                                                                               
    REPORTING                        -0-                                       
                                                                               
     PERSON         -----------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER                              
      WITH                                                                     
                                     1,392,471                                 
    ---------------------------------------------------------------------------
    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
                                                                               
                                     1,737,695                                 
                                                                               
    ---------------------------------------------------------------------------
    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
                                                                               
    ---------------------------------------------------------------------------
    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       
                                                                               
                                     12.67%                                    
                                                                               
    ---------------------------------------------------------------------------
    12   TYPE OF REPORTING PERSON                                              
                                                                               
         BK                                                                    
                                                                               
    ---------------------------------------------------------------------------
    *Successor by conversion to AmSouth Bank N.A.                              
<PAGE>
 
CUSIP No. 743674-10-3                   13G                   Page 4 of 9 pages


                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA

             Report for the Calendar Year Ended December 31, 1994

     Item 1(a)       Name of Issuer:
     ---------
                     Protective Life Corporation

     Item 1(b)       Address of Issuer's Principal Executive Offices:
     ---------
                     2801 Highway 280 South
                     Birmingham, Alabama 35223

     Item 2(a)       Name of Persons Filing:
     ---------
                     AmSouth Bancorporation
                     AmSouth Bank of Alabama

     Item 2(b)       Address of Principal Business Office:
     ---------
                     AmSouth Bancorporation
                        1400 AmSouth/Sonat Tower
                        Birmingham, Alabama  35203

                     AmSouth Bank of Alabama
                        AmSouth/Sonat Tower
                        Birmingham, Alabama  35203

     Item 2(c)       Citizenship:
     ---------
                     AmSouth Bancorporation is a Delaware corporation. AmSouth
                     Bank of Alabama is a bank organized under the laws of the
                     State of Alabama.

     Item 2(d)       Title of Class of Securities:
     ---------
                     Common stock

     Item 2(e)       CUSIP Number:  743674-10-3
     ---------

     Item 3.         If this Statement is filed pursuant to Rules 13d-1(b) or
     -------         13d-2(b), check whether the person filing is a:

                     (a)   [ ]      Broker or Dealer registered under Section 
                                    15 of the Act

                     (b)   [ X]     Bank as defined in Section 3(a)(6) of the 
                                    Act
<PAGE>
 
CUSIP No. 743674-10-3                   13G                   Page 5 of 9 pages

                     (c)   [ ]    Insurance Company as defined in Section 
                                  3(a)(19) of the Act
                           
                     (d)   [ ]    Investment Company registered under Section 
                                  8 of the Investment Company Act
                           
                     (e)   [ ]    Investment Adviser registered under Section
                                  203 of the Investment Advisers Act of 1940
                           
                     (f)   [ ]    Employee Benefit Plan, Pension Fund which is
                                  subject to the provisions of the Employee
                                  Retirement Income Security Act of 1974 or
                                  Endowment Fund; see Section 240.13d-
                                  1(b)(1)(ii)(F)
                           
                     (g)   [ X]   Parent Holding Company, in accordance with
                                  Section 240.13d-1(b)(1)(ii)(G)
                           
                     (h)   [ ]    Group, in accordance with Section 
                                  240.13d-1(b)(1)(ii)(H)

     Item 4.         Ownership
     -------

                     (a)   Amount Beneficially Owned:
  
                                 1,737,695

                     (b)   Percent of Class:

                                 12.67%

                     (c)   Number of shares as to which such person has:

                           (i)     sole power to vote or to direct the vote:

                                              -0-

                           (ii)    shared power to vote or direct the vote:

                                              1,732,679

                           (iii)   sole power to dispose of or to direct the 
                                   disposition of:

                                               -0-

                           (iv)    shared power to dispose of or to direct the 
                                   disposition of:

                                               1,392,471

                     Pursuant to Rule 13d-4, it is hereby declared that the
     filing of this Statement shall not be construed as an admission that
     AmSouth Bancorporation or AmSouth Bank of Alabama is, for the purpose of
     Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the
     beneficial owner of any securities covered by this Statement.
<PAGE>
 
CUSIP No. 743674-10-3                   13G                   Page 6 of 9 pages


     Item 5.         Ownership of Five Percent or Less of a Class
     -------

                     Not applicable

     Item 6.         Ownership of More than Five Percent on Behalf of Another 
     -------         Person

                     All of the shares covered by this Statement are held by
     trusts and estates of which AmSouth Bancorporation's subsidiary, AmSouth
     Bank of Alabama, is a fiduciary. No single one of these trusts and estates
     holds as much as five percent of the class. Generally, under the terms of
     the instrument establishing each such trust or estate, dividends on and
     proceeds from the sale of securities held by the trust or estate are paid
     to it, with distribution of any such amounts to beneficiaries thereof being
     made from the trust or estate pursuant to the terms of the governing
     instrument.

     Item 7          Identification and Classification of the Subsidiary Which
     ------          Acquired the Security Being Reported on by the Parent
                     Holding Company

                     See Exhibit 1.

     Item 8          Identification and Classification of Members of the Group
     ------
                     Not applicable.

     Item 9          Notice of Dissolution of the Group
     ------
                     Not applicable.

     Item 10         Certification
     -------

                     By signing below I certify that, to the best of my
     knowledge and belief, the securities referred to above were acquired in the
     ordinary course of business, and were not acquired for the purpose of, and
     do not have the effect of, changing or influencing the control of the
     issuer of such securities, and were not acquired in connection with or as a
     participant in any transaction having such purposes or effect.

     Signatures:
     ----------
                     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.

     February 13, 1995
     -----------------
     Date

     AMSOUTH BANCORPORATION



     By: /s/ Carl L. Gorday
         -----------------------------
         Signature

     Carl L. Gorday, Assistant Secretary
     -----------------------------------
     Name/Title
<PAGE>
 
CUSIP No. 743674-10-3                   13G                   Page 7 of 9 pages


                    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.




     February 13, 1995
     -----------------
     Date




     AMSOUTH BANK OF ALABAMA



    By: /s/ Carl L. Gorday
        ----------------------------
        Signature


    Carl L. Gorday, Vice President
    ------------------------------
    Name/Title

<PAGE>
 
CUSIP No. 743674-10-3                   13-G                  Page 8 of 9 pages


                                   EXHIBIT 1
                                      TO
                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA


             Report for the Calendar Year Ended December 31, 1994


                The securities covered by this Statement are held in a fiduciary
     capacity by the following subsidiary of AmSouth Bancorporation, which is a
     bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
     and classified in Item 3(b) of Schedule 13G:


                            AmSouth Bank of Alabama

<PAGE>
 
CUSIP No. 743674-10-3                   13G                  Page 9 of 9 pages


                                   EXHIBIT 2
                                      TO
                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA

              Report for the Calendar Year Ended December 31, 1994

        
              The undersigned, AmSouth Bancorporation and AmSouth Bank of
Alabama, hereby agree that the foregoing Statement on Schedule 13G is filed on
behalf of each of them.


                            AMSOUTH BANCORPORATION



                            By:  /s/ Carl L. Gorday
                                 ---------------------------------
                                 Carl L. Gorday, Assistant Secretary



                            AMSOUTH BANK OF ALABAMA



                            By:  /s/ Carl L. Gorday
                                 --------------------------------
                                 Carl L. Gorday, Vice President


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission