<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1994
REGISTRATION NO. 33-52831
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
PROTECTIVE LIFE
CORPORATION PLC CAPITAL L.L.C.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction (State or other jurisdiction of
of incorporation or incorporation or organization)
organization)
95-2492236 63-1114346
(I.R.S. Employer (I.R.S. Employer Identification
Identification No.) No.)
</TABLE>
C/O DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
P.O. BOX 2606
BIRMINGHAM, ALABAMA 35202
(205) 879-9230
(Address, including zip code and telephone number, including area
code, of registrants' principal executive offices and agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL W. BLAIR, ESQ. ALAN J. SINSHEIMER, ESQ.
DEBEVOISE & PLIMPTON SULLIVAN & CROMWELL
875 THIRD AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10004
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as determined by market conditions, after the effective date of this
registration statement.
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 offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Protective Life Corporation Debt Securities
(2); Protective Life Corporation Preferred
Stock; PLC Capital L.L.C. Cumulative
Monthly Income Preferred Securities;
Protective Life Corporation Guarantee
(1)........................................ (3) (3) $175,000,000 $60,345(3)(4)
<FN>
(1) In United States dollars or the equivalent thereof (based on the applicable
exchange rate at the time of sale), if Protective Life Corporation Debt
Securities are issued with principal amounts denominated in one or more
foreign or composite currencies as shall be designated by Protective Life
Corporation. Such amount represents the maximum aggregate offering price to
the public of the securities offered hereby. No separate consideration will
be received for any Protective Life Corporation Guarantee.
(2) Includes subordinated debentures which may be issued by Protective Life
Corporation to evidence the loan by PLC Capital L.L.C. to Protective Life
Corporation of any proceeds from (i) the offer and sale of the PLC Capital
L.L.C. Cumulative Monthly Income Preferred Securities and (ii) other
capital contributions to PLC Capital L.L.C. No separate consideration will
be received for the subordinated debentures.
(3) The aggregate amount to be registered and the aggregate offering price per
unit have been omitted pursuant to Securities Act Release No. 6964. The
registration fee has been calculated in accordance with Rule 457(o) under
the Securities Act of 1933.
(4) Previously paid in connection with the initial filing of the Registration
Statement.
</TABLE>
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..................... $ 60,345
Rating agency fees*...............................................
Fees and expenses of Trustee*.....................................
Blue Sky and legal investment fees and expenses*..................
Printing and engraving expenses engraving*........................
Accountant's fees and expenses*...................................
Legal fees and expenses*..........................................
Miscellaneous expenses*...........................................
---------
Total......................................................... $
---------
---------
<FN>
- ------------------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of Protective Life's Restated Certificate of
Incorporation provides that Protective Life shall indemnify to the fullest
extent permitted by law any person who is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of Protective Life or was serving at the
request of Protective Life as an officer, director, employee or agent of another
corporation, partnership, joint venture, enterprise, or nonprofit entity.
Protective Life is empowered by Section 145 of the Delaware General
Corporation Law, subject to the proceedings and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Protective Life) by reason of the fact that such person is or was
an officer, employee, agent or director of Protective Life, or is or was serving
at the request of Protective Life as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Protective
Life, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Protective Life may indemnify any
such person against expenses (including attorneys' fees) in an action by or in
the right of Protective Life under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to Protective Life. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, Protective Life must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by Protective Life under which
directors and officers of Protective Life are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
As permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
Protective Life's Restated Certificate of Incorporation also provides that no
director shall be personally liable to Protective Life or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to Protective
Life or its stockholders, (ii) for
II-1
<PAGE>
acts or omissions not in good faith which involve intentional misconduct or a
knowing notation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.
Protective Life has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by Protective Life and in force at the
time up to $20 million and against certain liabilities excluded from such
liability insurance. The agreements provide generally that, upon the happening
of certain events constituting a change in control of Protective Life,
Protective Life must obtain a $20 million letter of credit upon which the
directors may draw for defense or settlement of any claim relating to
performance of their duties as directors. Protective Life has similar agreements
with certain of its executive officers under which Protective Life is required
to provide up to $10 million in indemnification, although this obligation is not
secured by a commitment to obtain a letter of credit.
ITEM 16. EXHIBITS.
See the Exhibit Index on page II-8 hereof.
ITEM 17. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Protective
Life pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(C) RULE 430A OFFERING.
The undersigned hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by Protective Life pursuant to Rule 424(b) (1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(D) ACCELERATION OF EFFECTIVENESS.
Insofar as indemnifications for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons, if any,
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Protective Life of expenses
incurred or paid by a director, officer or controlling person of Protective Life
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PROTECTIVE LIFE
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
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON MARCH 25, 1994.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /S/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PLC CAPITAL
L.L.C. 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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON MARCH 25, 1994.
PLC CAPITAL L.L.C.
(Registrant)
By PROTECTIVE LIFE CORPORATION
as Managing Member
By: /S/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President and Chief Executive
Officer
II-4
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES WITH PROTECTIVE LIFE CORPORATION AND THE MANAGING MEMBER INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ---------------------------------- ------------------------------
<C> <S> <C>
/s/ DRAYTON NABERS, JR. President and Chief Executive
---------------------------------- Officer (Principal Executive March 25, 1994
Drayton Nabers, Jr. Officer) and Director
/s/ JOHN D. JOHNS Executive Vice President and Chief
---------------------------------- Financial Officer (Principal March 25, 1994
John D. Johns Financial Officer)
/s/ JERRY W. DEFOOR Vice President and Controller and
---------------------------------- Chief Accounting Officer March 25, 1994
Jerry W. DeFoor (Principal Accounting Officer)
/s/ WILLIAM J. RUSHTON III
---------------------------------- Chairman of the Board and Director March 25, 1994
William J. Rushton III
*
---------------------------------- Director
John W. Woods
*
---------------------------------- Director
Crawford T. Johnson III
*
---------------------------------- Director
William J. Cabaniss, Jr.
*
---------------------------------- Director
H.G. Pattillo
*
---------------------------------- Director
Edward L. Addison
*
---------------------------------- Director
John J. McMahon, Jr.
*
---------------------------------- Director
A.W. Dahlberg
*
---------------------------------- Director
John W. Rouse, Jr.
*
---------------------------------- Director
Robert T. David
---------------------------------- Director
Ronald L. Kuehn, Jr.
*
---------------------------------- Director
Herbert A. Sklenar
*By /s/ DEBORAH J. LONG
---------------------------
Deborah J. Long
Attorney-in-Fact
March 25, 1994
</TABLE>
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PROTECTIVE LIFE
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
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF
ALABAMA, ON MARCH 28, 1994.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /S/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PLC CAPITAL
L.L.C. 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 AMENDMENT NO. 1
TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON MARCH
28, 1994.
PLC CAPITAL L.L.C.
(Registrant)
By PROTECTIVE LIFE CORPORATION
as Managing Member
By: /S/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President and Chief Executive
Officer
II-6
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES WITH PROTECTIVE LIFE CORPORATION AND THE MANAGING MEMBER
INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ---------------------------------- ------------------------------
<C> <S> <C>
/s/ DRAYTON NABERS, JR. President and Chief Executive
---------------------------------- Officer (Principal Executive March 28, 1994
Drayton Nabers, Jr. Officer) and Director
/s/ JOHN D. JOHNS Executive Vice President and Chief
---------------------------------- Financial Officer (Principal March 28, 1994
John D. Johns Financial Officer)
/s/ JERRY W. DEFOOR Vice President and Controller and
---------------------------------- Chief Accounting Officer March 28, 1994
Jerry W. DeFoor (Principal Accounting Officer)
*
---------------------------------- Chairman of the Board and Director
William J. Rushton III
*
---------------------------------- Director
John W. Woods
*
---------------------------------- Director
Crawford T. Johnson III
*
---------------------------------- Director
William J. Cabaniss, Jr.
*
---------------------------------- Director
H.G. Pattillo
*
---------------------------------- Director
Edward L. Addison
*
---------------------------------- Director
John J. McMahon, Jr.
*
---------------------------------- Director
A.W. Dahlberg
*
---------------------------------- Director
John W. Rouse, Jr.
*
---------------------------------- Director
Robert T. David
---------------------------------- Director
Ronald L. Kuehn, Jr.
*
---------------------------------- Director
Herbert A. Sklenar
*By /s/ DEBORAH J. LONG
---------------------------
Deborah J. Long
Attorney-in-Fact
March 28, 1994
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ----------- ---------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
*1(a) Form of Underwriting Agreement -- Debt Securities
*1(b) Form of Underwriting Agreement -- Preferred Stock
*1(c) Form of Underwriting Agreement -- Preferred Securities
**4(a) 1985 Restated Certificate of Incorporation of Protective Life Corporation (incorporated by reference
to Exhibit 3(a) to Protective Life Corporation's Form 10-K Annual Report for the year ended
December 31, 1993).................................................................................
**4(a)(1) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life
Corporation (incorporated by reference to Exhibit 3(a)(1) to Protective Life Corporation's Form
10-K Annual Report for the year ended December 31, 1993)...........................................
**4(a)(2) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective Life
Corporation filed with the Secretary of State of Delaware on July 14, 1987 (incorporated by
reference to Exhibit A to Protective Life Corporation's Form 8-K Report filed July 15, 1987).......
**4(a)(3) Certificate of Correction of Certificate of Designation of Junior
Participating Cumulative Preferred Stock of the Company filed with the Secretary of State of
Delaware on July 27, 1987 (incorporated by reference to Exhibit 3(a)(4) to Protective Life
Corporation's Form 10-K Annual Report for the year ended December 31, 1987)........................
**4(b) Amended By-Laws of Protective Life Corporation, as amended (incorporated by reference to Exhibit B
to Protective Life Corporation's Form 8-K Report, filed May 18, 1983)..............................
**4(c) Certificate of Formation of PLC Capital L.L.C.......................................................
**4(d) Limited Liability Company Agreement of PLC Capital L.L.C............................................
*4(e) Form of Indenture, dated as of , 1994, between Protective Life Corporation and The Bank of
New York, as Trustee...............................................................................
*4(f) Form of Subordinated Indenture, dated as of , 1994, between Protective Life Corporation and
AmSouth Bank NA, as Trustee........................................................................
*4(g) Form of Payment and Guarantee Agreement between Protective Life Corporation and PLC Capital
L.L.C..............................................................................................
*5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC Capital L.L.C., as
to legality of the Debt Securities, the Preferred Stock and the Guarantee..........................
*5(b) Opinion of Richards, Layton & Finger, special Delaware counsel to Protective Life Corporation, as to
legality of the Cumulative Monthly Income Preferred Securities.....................................
*8(a) Opinion of Debevoise & Plimpton, as to United States tax matters....................................
**12(a) Computation of Ratio of Earnings to Fixed Charges...................................................
**23(a) Consent of Coopers & Lybrand........................................................................
**23(b) Consent of KPMG Peat Marwick........................................................................
*23(c) Consent of Debevoise & Plimpton (included in Exhibits 5(a) and 8(a))................................
*23(d) Consent of Richards, Layton & Finger (included in Exhibit 5(b)).....................................
**24(c) Power of Attorney of Board of Directors.............................................................
**25(a) Statement of Eligibility of Trustee on Form T-1 (The Bank of New York)..............................
**25(b) Statement of Eligibility of Trustee on Form T-1 (AmSouth Bank NA)...................................
</TABLE>
- ------------------------
* To be filed by amendment.
** Included in the Registration Statement as originally filed on March 25,
1994.
II-8
