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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
PROTECTIVE LIFE CORPORATION PLC CAPITAL L.L.C.
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
DELAWARE DELAWARE
(State of incorporation or organization) (State of incorporation or organization)
95-2492236 63-1114346
(IRS Employer Identification Number) (IRS Employer Identification Number)
2801 HIGHWAY 280 SOUTH C/O PROTECTIVE LIFE CORPORATION
BIRMINGHAM, ALABAMA 35223 2801 HIGHWAY 280 SOUTH
(Address of principal executive offices) BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS OF STOCK IS TO BE REGISTERED
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
9% Cumulative Monthly Income Preferred Securities, New York Stock Exchange
Series A to be issued by PLC Capital L.L.C.
Guarantee to be issued by Protective Life Corporation New York Stock Exchange
for the benefit of holders of 9% Cumulative Monthly
Income Preferred Securities, Series A.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
For a full description of up to 2,300,000 shares of the 9% Cumulative
Monthly Income Preferred Securities, Series A (the "Series A Preferred
Securities") of PLC Capital L.L.C. ("P.L.C. Capital") and the subordinated
guarantee (the "Guarantee") of Protective Life Corporation ("Protective Life")
being registered hereby, reference is made to the information contained under
the captions "Description of Preferred Securities of PLC Capital" and
"Description of Certain Contractual Back-up Obligations of Protective Life" in
the Prospectus which is included in the Registrants' Registration Statement on
Form S-3 (File No. 33-52831) (the "Registration Statement") and information
contained under the captions "Terms of the Series A Preferred Securities" and
"Description of the Guarantee" in the Prospectus Supplement which is included in
the Registrants' Registration Statement. The information contained in the
foregoing Registration Statement is incorporated herein by reference.
Item 2. EXHIBITS
2.1 Certificate of Formation of PLC Capital, incorporated herein by
reference to Exhibit 4(c) to the Registration Statement on Form S-3 (File
No. 33-52831).
2.2 Amended and Restated Limited Liability Company Agreement of PLC Capital,
incorporated herein by reference to Exhibit 4(d) to the Registration
Statement on Form S-3 (File No. 33-52831).
2.3 Form of Action establishing the Series A Preferred Securities,
incorporated herein by reference to Annex A to Exhibit 4(d) to the
Registration Statement on Form S-3 (File No. 33-52831).
2.4 Specimen Series A Preferred Security Certificate, incorporated herein by
reference to Annex B to Exhibit 4(d) to the Registration Statement on
Form S-3 (File No. 33-52831).
2.5 Form of Guarantee Agreement between Protective Life and PLC Capital,
incorporated herein by reference to Exhibit 4(i) to the Registration
Statement on Form S-3 (File No. 33-52831).
2.6 Form of Subordinated Indenture, incorporated herein by reference to
Exhibit 4(h) to the Registration Statement on Form S-3 (File No.
33-52831).
2.7 Form of Supplemental Indenture No. 1 to the Subordinated Indenture
between Protective Life and AmSouth Bank N.A., as Trustee, incorporated
herein by reference to Exhibit 4(j) to the Registration Statement on Form
S-3 (File No. 33-52831).
2.8 Specimen Series A Subordinated Debenture, incorporated herein by
reference to Exhibit 4(k) to the Registration Statement on Form S-3 (File
No. 33-52831).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, PLC Capital L.L.C. and Protective Life Corporation have duly caused this
Registration Statement to be signed on their behalf by the undersigned, thereto
duly authorized.
PLC CAPITAL L.L.C.
(Registrant)
By PROTECTIVE LIFE CORPORATION
as Managing Member
By: /s/ JERRY DEFOOR
----------------------------------
Name: Jerry DeFoor
Title: Vice President and
Controller
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ JERRY DEFOOR
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Name: Jerry DeFoor
Title: Vice President and
Controller
Dated: June 3, 1994
