<PAGE>
Filed Pursuant to Rule 424B5
Registration No. 33-52831
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 2, 1994
$75,000,000
PROTECTIVE LIFE CORPORATION
7.95% SENIOR NOTES DUE JULY 1, 2004
-----------
Interest on the Senior Notes is payable semiannually on January 1 and July 1
of each year, commencing January 1, 1995. The Senior Notes are not redeemable by
Protective Life Corporation prior to maturity and will not be entitled to any
sinking fund. The Senior Notes will be issued only in fully registered form in
denominations of $1,000 and integral multiples thereof. See "Description of the
Senior Notes." The Senior Notes will be represented by one or more global Senior
Notes registered in the name of the nominee of The Depository Trust Company.
Beneficial interests in the global Senior Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository, its
nominee and its participants. Except as described herein, Senior Notes in
definitive form will not be issued. The Senior Notes will trade in the
Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Senior Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by Protective Life Corporation in immediately available funds. See "Description
of the Senior Notes--Same-Day Funds Settlement System."
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Senior Note........................... 99.816% 0.650% 99.166%
Total..................................... $74,862,000 $487,500 $74,374,500
<FN>
- ------------------------
(1) Protective Life Corporation has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933.
(2) Before deducting estimated expenses of $140,000 payable by Protective Life
Corporation.
</TABLE>
--------------
The Senior Notes are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Senior Notes will
be ready for delivery in book-entry form only through the facilities of the
Depository in New York, New York, on or about July 1, 1994, against payment
therefor in immediately available funds.
GOLDMAN, SACHS & CO. ALEX. BROWN & SONS
INCORPORATED
----------------
The date of this Prospectus Supplement is June 23, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
--------------
FOR NORTH CAROLINA PURCHASERS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT.
--------------
S-2
<PAGE>
PROTECTIVE LIFE CORPORATION
Protective Life Corporation, a Delaware corporation incorporated in 1981
("Protective Life"), is an insurance holding company that owns a group of life
insurance companies that provide financial services through the production,
distribution and administration of insurance and investment products. Protective
Life Insurance Company ("Protective Life Insurance"), founded in 1907, is
Protective Life's principal operating subsidiary. Protective Life Insurance has
five marketing divisions: Agency, Group, Guaranteed Investment Contracts,
Financial Institutions, and Investment Products. Protective Life Insurance has
two additional business segments: Acquisitions and Corporate and Other. Unless
the context otherwise requires, as used in this section "Protective Life" refers
to the consolidated group of Protective Life Corporation and its subsidiaries.
Protective Life's principal executive offices are located at 2801 Highway 280
South, Birmingham, Alabama 35223 (Telephone: (205) 879-9230).
During 1993, Protective Life reported revenues of $760 million and net
income of $57 million. During the three months ended March 31, 1994, Protective
Life reported revenues of $196 million and net income of $17 million. At March
31, 1994, Protective Life had total assets of $5.4 billion, stockholders' equity
of $319 million and life insurance in force of $43.3 billion. Protective Life's
insurance subsidiaries generated approximately 94% of its revenues in 1993 and
98% of its revenues for the three months ended March 31, 1994. Protective Life
Insurance is currently rated A+ (Superior) by A.M. Best Company, Inc. ("A.M.
Best"). A.M. Best, an independent insurance industry rating organization,
assigns fifteen letter ratings to insurance companies, ranging from "A++
(Superior)" to "C-(Fair)." A.M. Best's ratings are based on factors of relevance
primarily to policyholders and are not directed to the protection of investors,
such as holders of the Senior Notes. Such ratings do not apply to the Senior
Notes offered hereby.
AGENCY DIVISION
Since 1983, the Agency Division has utilized a distribution system based on
experienced independent personal producing general agents who are recruited by
regional sales managers. At December 31, 1993, there were 26 regional sales
managers located throughout the United States and approximately 12,850
independent personal producing general agents, brokers, and other agents under
contract. In 1993 the Division began distributing certain insurance products
through securities broker-dealers.
Current marketing efforts in the Agency Division are directed toward
universal life products and products designed to compete in the term
marketplace. Protective Life currently emphasizes back-end loaded universal life
policies which reward the continuing policyholder and which are designed to
enhance the persistency of its universal life business. The products designed to
compete in the term marketplace are term-like policies with guaranteed level
premiums for the first 10-20 years which provide a competitive net cost to the
insured.
GROUP DIVISION
Protective Life markets its group insurance products primarily in the
southeastern and southwestern United States using the services of brokers who
specialize in group products. Sales offices in Alabama, Florida, Georgia,
Illinois, Missouri, North Carolina, Ohio, Oklahoma, Tennessee and Texas are
maintained to serve these brokers. The Group Division offers substantially all
forms of group insurance customary in the industry, making available complete
packages of life and accident and health insurance to employers. The life and
accident and health insurance packages include hospital and medical coverages as
well as dental and disability coverages. To address rising health care costs,
the Group Division provides cost containment services such as utilization review
and catastrophic case management. Group policies are directed primarily towards
employers and associations with between 25 and 1,000 employees.
The group accident and health insurance business is generally considered to
be cyclical. Profits rise or fall as competitive forces allow or prevent rate
increases to keep pace with changes in group health medical costs. Protective
Life is placing marketing emphasis on other specialty health insurance products
which are less affected by medical cost inflation, including dental insurance
policies, hospital indemnity policies and individual cancer insurance policies.
Sales of both the cancer and the dental
S-3
<PAGE>
products have expanded rapidly and now represent a substantial portion of the
Group Division's premiums and operating income. It is anticipated that a
significant part of the growth in Protective Life's health insurance premium
income in the next several years will be from such specialty products.
In October 1993, the Clinton Administration submitted to Congress draft
legislation proposing major reform of the nation's basic health care system.
While it is impossible to predict the specifics of any reforms that may emerge
from the legislative process, because of Protective Life's increasing focus on
specialty health products such as dental and cancer coverage, Protective Life
does not believe that such basic health care legislation will have a material
adverse effect on its results of operations.
FINANCIAL INSTITUTIONS DIVISION
The Financial Institutions Division specializes in marketing insurance
products through commercial banks, savings and loan associations, and mortgage
bankers. It markets an array of credit and mortgage life and health products;
the majority of these policies cover consumer and mortgage loans made by
financial institutions located primarily in the southeastern United States. The
Financial Institutions Division also markets life and health products through
the consumer finance industry and through automobile dealerships. The Division
markets through both employee field representatives and brokers. The Financial
Institutions Division also offers certain products through direct mail
solicitation to customers of financial institutions.
INVESTMENT PRODUCTS DIVISION
The Investment Products Division manufactures, sells, and supports annuity
products. These products are sold through the Agency Division, financial
institutions, and broker-dealer distribution channels. The Investment Products
Division was formed to respond to an increased consumer demand for savings
vehicles. The Investment Products Division also includes Protective Equity
Services, Inc. ("PES"), a securities broker-dealer subsidiary. Through PES,
licensed members of Protective Life Insurance's field force can sell stocks,
bonds, mutual funds, and other financial instruments that may be manufactured or
issued by companies other than Protective Life Insurance.
GUARANTEED INVESTMENT CONTRACTS DIVISION
In 1989, Protective Life Insurance began selling guaranteed investment
contracts ("GICs"). Protective Life Insurance's GICs are contracts, generally
issued to a 401(k) or other retirement savings plan, which guarantee a fixed
return on deposits with such a plan for a specified period and often provide
flexibility for withdrawals, in keeping with the benefits provided by the plan.
Protective Life Insurance also offers a related product which is purchased
primarily as a temporary investment vehicle by the trustees of escrowed
municipal bond proceeds.
GIC sales are affected by the claims paying and financial strength ratings
of Protective Life Insurance. Any downgrade in such ratings of Protective Life
Insurance could have an adverse effect on its ability to sell GICs.
ACQUISITIONS DIVISION
Protective Life actively seeks to acquire blocks of insurance policies.
These acquisitions may be accomplished through acquisitions of companies or
through the assumption or reinsurance of policies. Reinsurance transactions may
be made with court-administered insolvent companies or with companies otherwise
divesting themselves of blocks of business. Generally, such acquisitions do not
include the acquisition of an active sales force. Blocks of policies acquired
through the Acquisitions Division are generally administered as "closed" blocks;
I.E., no new policies are sold. Therefore, the amount of insurance in force for
a particular block of acquired business is expected to decline with time due to
lapses and deaths of the insureds. The experience of Protective Life has been
that acquired or reinsured business has usually been administered more
efficiently by Protective Life than by previous management or court
administrators.
CORPORATE AND OTHER
The Corporate and Other segment consists of several small insurance lines of
business and the operations of several small noninsurance subsidiaries.
INVESTMENT PORTFOLIO
At March 31,1994, Protective Life had approximately $4.8 billion of invested
assets. Protective Life seeks to maintain a conservative investment portfolio,
yet deliver attractive returns to its policyholders and shareholders. The
portfolio of invested assets is managed to support the liabilities of Protective
S-4
<PAGE>
Life's lines of business. Protective Life invests its assets giving
consideration to such factors as liquidity needs, investment quality, investment
return, matching of assets and liabilities and the composition of the portfolio
by asset type and credit exposure. At March 31, 1994, Protective Life's invested
assets consisted of the following: 65% in fixed maturity investments (corporate
bonds, mortgage-backed securities, and bank loan participations); 28% in
commercial mortgages; 3% in policy loans; and 4% in other assets including
short-term investments. At March 31, 1994, Protective Life's consolidated
holdings of unrated or below investment grade fixed maturity investments
amounted to 8.6% of its fixed maturity investments. In the early 1990's the life
insurance industry attracted intense scrutiny due to mortgage loan problems.
Many of these mortgage loan problems related to loans made on speculative,
multi-tenant office buildings and on hotels -- market segments to which
Protective Life, despite the investment of a large percentage of its portfolio
in commercial mortgages, has little exposure. At March 31,1994, loans to
shopping centers anchored by K-Mart, Food Lion and Wal-Mart constituted 7%, 6%
and 4%, respectively, of Protective Life's commercial mortgage portfolio.
INVESTMENT CONSIDERATION
HOLDING COMPANY STRUCTURE
Protective Life is a holding company that derives substantially all of its
operating income and cash flow from its insurance company subsidiaries.
Protective Life's ability to pay principal and interest on the Senior Notes is
affected by the ability of its insurance company subsidiaries to declare and
distribute dividends and to make payments on surplus notes (I.E., deeply
subordinated inter-company notes owed by insurance company subsidiaries to
Protective Life that are treated as equity capital for statutory accounting
purposes), both of which may be limited by regulatory restrictions and, in the
case of payments on surplus notes, by certain financial covenants. Protective
Life's cash flow is also dependent on revenues from investment, data processing,
legal and management services rendered to its subsidiaries. Insurance company
subsidiaries of Protective Life are subject to various state statutory and
regulatory restrictions, applicable to insurance companies generally, that limit
the amount of cash dividends, loans and advances that those subsidiaries may pay
to Protective Life. Under Tennessee insurance laws, Protective Life Insurance
may generally only pay dividends to Protective Life out of its unassigned
surplus as reflected in its statutory financial statements filed in that State.
In addition, the Tennessee Commissioner of Insurance must approve (or not
disapprove within 30 days of notice) payment of an "extraordinary" dividend from
Protective Life Insurance, which generally under Tennessee insurance laws is a
dividend that exceeds, together with all dividends paid by Protective Life
Insurance within the previous 12 months, the greater of (I) 10% of Protective
Life Insurance's surplus as regards policyholders at the preceding December 31
or (II) the net gain from operations of Protective Life Insurance for the 12
months ended on such December 31. The maximum amount that would qualify as
ordinary dividends to Protective Life by its insurance subsidiaries in 1994 is
estimated to be $57 million. No assurance can be given that more stringent
restrictions will not be adopted from time to time by states in which Protective
Life's insurance subsidiaries are domiciled, which restrictions could have the
effect, under certain circumstances, of significantly reducing dividends or
other amounts payable to Protective Life by such subsidiaries without
affirmative prior approval by state insurance regulatory authorities.
In the event of the insolvency, liquidation, reorganization, dissolution or
other winding-up of a subsidiary of Protective Life, all creditors of such
subsidiary, including holders of life and health insurance policies, would be
entitled to payment in full out of the assets of such subsidiary before
Protective Life, as shareholder or holder of surplus notes, would be entitled to
any payment, and thus such creditors would have to be paid in full before the
creditors of Protective Life (including the holders of the Senior Notes) would
be entitled to receive any payment from the assets of such subsidiary.
RECENT DEVELOPMENTS
In the ordinary course of business, Protective Life regularly considers
acquisitions of smaller insurance companies or blocks of policies. See
"Protective Life Corporation -- Acquisitions Division." Acquisitions of blocks
of policies are sometimes accomplished through 100% coinsurance arrangements
under which the contractual benefits and risks, and policy reserves, associated
with the block are transferred to Protective Life in return for the payment of a
ceding commission by Protective Life to the transferor. On May 3, 1994,
Protective Life entered into such a 100% coinsurance transaction involving a
block of payroll deduction life policies in which associated reserves of
approximately $45 million were transferred. Protective Life has recently been
advised that it is the lead bidder on a second 100% coinsurance transaction that
would involve a block of ordinary and universal life policies in which
S-5
<PAGE>
associated reserves of approximately $100 million would be transferred. Among
other potential transactions, Protective Life is currently discussing the
possible purchase of a closely-held stock life insurance company having assets
in excess of $300 million that is primarily involved in ordinary and universal
life insurance, annuities and accident and health insurance. Protective Life
intends to finance such acquisitions in a manner that will not significantly
adversely affect Protective Life's current debt-equity ratio. Completion of
these transactions is contingent on resolution of outstanding business issues
with the prospective transferors, satisfactory completion of due diligence,
negotiation of definitive documentation, receipt of board of directors and
regulatory approvals, and other conditions, and no assurances can be given that
the transactions will be consummated.
CAPITALIZATION OF PROTECTIVE LIFE
The following table sets forth the unaudited summary capitalization of
Protective Life and its consolidated subsidiaries at March 31, 1994 and as
adjusted to give effect to (A) the sale of the Senior Notes offered hereby and
the planned application of the net proceeds therefrom as described under "Use of
Proceeds" herein and (B) the issuance by PLC Capital L.L.C., a Delaware limited
liability company all the outstanding common limited liability company interests
of which are held by Protective Life ("PLC Capital"), on June 9, 1994 of 9%
Cumulative Monthly Income Preferred Securities, Series A ("MIPS"), in an
aggregate principal amount of $55 million, and the planned application of the
proceeds therefrom to repay bank borrowings. In connection with the issuance of
the MIPS, Protective Life entered into two interest rate swap contracts which,
in effect, converted all payment obligations relating to the MIPS to floating
rate obligations for at least five years. The effective interest rates under
such swap contracts are comparable to the rates on Protective Life's current
bank borrowings. The table below should be read in conjunction with Protective
Life's consolidated financial statements and notes thereto and other financial
data incorporated by reference herein. See "Incorporation of Certain Documents
by Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1994
-------------------------
ACTUAL AS ADJUSTED
----------- ------------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt
Current portion of long-term debt............................................... $ 9,500 $ --
----------- ------------
Total short-term debt......................................................... 9,500 --
----------- ------------
----------- ------------
Long-term debt
Notes payable to banks.......................................................... 136,500 19,468
Mortgage and other notes payable less current portion........................... 99 99
7.95% Senior Notes due July 1, 2004............................................. -- 75,000
----------- ------------
Total long-term debt.......................................................... 136,599 94,567
Series A Preferred Securities of PLC Capital (minority interest in consolidated
subsidiary)...................................................................... -- 55,000
Stockholders' equity
Preferred Stock ($1 par value shares authorized: 850,000; issued: none)......... -- --
Junior Participating Cumulative Preferred Stock ($1 par value shares authorized:
150,000; issued: none)......................................................... -- --
Common equity ($.50 par value shares authorized: 20,000,000; issued and
outstanding: 13,693,244)....................................................... 318,905 318,905
----------- ------------
Total stockholders' equity.................................................... 318,905 318,905
----------- ------------
Total capitalization........................................................ $ 465,004 468,472
----------- ------------
----------- ------------
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Senior Notes, estimated to equal
$74,234,500, will be used to repay bank borrowings under a three year revolving
line of credit bearing interest at rates ranging from 4.5% to 5.1% at June 1,
1994. Pending such application, such proceeds will be invested in short-term
securities. Protective Life may over time enter into one or more interest rate
swap contracts which would, in effect, convert all or a portion of its payment
obligations with respect to the Senior Notes to floating rate obligations.
S-6
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
OF PROTECTIVE LIFE CORPORATION
The following selected financial information for the years ended as of
December 31, 1993, 1992, 1991, 1990 and 1989 has been derived from previously
published audited consolidated financial statements of Protective Life, prepared
in accordance with generally accepted accounting principles, which have been
examined and reported upon by Coopers & Lybrand, independent auditors. The
selected financial information for the three months ended March 31, 1993, and
1994 is unaudited but in the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1994 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1994. The selected financial information should be read in
conjunction with, and is qualified in its entirety by reference to, the
consolidated financial statements from which it has been derived and the
accompanying notes thereto incorporated by reference herein.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
31, YEARS ENDED DECEMBER 31,
--------------------------- ---------------------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------------- ----------- ------------- ------------- -------------- ------------- -----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME
STATEMENT DATA
Premiums and
Policy Fees... $ 89,437 $ 85,848 $ 370,758 $ 323,136 $ 273,975 $ 248,448 $ 236,830
Net Investment
Income........ 100,248 81,196 362,130 284,069 233,502 136,995 82,453
Realized
Investment
Gains
(Losses)...... 2,297 125 5,054 (14) (3,085) (3,154) 209
Other Income... 3,562 4,930 21,695 18,835 11,556 8,197 5,231
------------- ----------- ------------- ------------- -------------- ------------- -----------
Total
Revenues...... 195,544 172,099 759,637 626,026 515,948 390,486 324,723
Benefits and
Expenses...... 171,165 154,804 674,593 566,079 464,245 350,204 292,437
------------- ----------- ------------- ------------- -------------- ------------- -----------
Income Before
Income Tax.... 24,379 17,295 85,044 59,947 51,703 40,282 32,286
Net Income..... 16,578 11,919 56,550(1) 41,420(2) 35,789 28,133 21,793
PRE-TAX INCOME
BY BUSINESS
SEGMENT
Agency......... 5,042 4,278 20,064(3) 12,985 12,087 9,877 3,703
Group.......... 1,865 2,464 10,394 7,731 8,146 6,193 6,059
Financial
Institutions... 2,316 2,069 8,196 5,411 4,447 3,120 2,964
Investment
Products...... 1,173 890 2,931(3) 4,601 391 (1,351) (1,423)
Guaranteed
Investment
Contracts..... 9,361 4,900 25,405 14,533 9,933(4) 2,919(4) (289)
Acquisitions... 8,966 5,931 29,845(3) 20,031 23,494 17,659 17,736
Corporate and
Other......... (4,487) (3,658) (13,667)(3)(4) (3,896)(4) (4,110)(4) 3,624 3,327
Unallocated and
Realized
Investment
Gains......... 143 421 1,876 (1,449) (2,685) (1,759) 209
------------- ----------- ------------- ------------- -------------- ------------- -----------
Total Pre-tax
income........ 24,379 17,295 85,044 59,947 51,703 40,282 32,286
BALANCE SHEET
DATA
Invested
Assets:
Fixed
Maturities... 3,101,454(5) 2,386,538 3,051,292(5) 2,185,015 1,541,991 1,035,176 421,165
Equity
Securities... 72,458 32,805 40,596 26,588 31,235 23,222 20,657
Mortgage
Loans on
Real
Estate...... 1,357,324 1,227,177 1,407,744 1,178,164 985,159 666,150 388,913
Investment
Real
Estate...... 28,591 19,330 22,061 17,020 22,240 16,713 10,651
Policy
Loans....... 139,284 117,353 141,135 117,873 120,527 127,253 107,594
Other
Long-term
Investments.. 16,744 22,243 20,191 19,618 29,259 34,676 20,527
Short-term
Investments... 83,268 54,148 83,692 52,792 65,344 126,046 36,412
------------- ----------- ------------- ------------- -------------- ------------- -----------
Total Invested
Assets........ 4,799,123 3,859,594 4,766,711 3,597,070 2,795,755 2,029,236 1,005,919
Total Assets... 5,350,255 4,348,525 5,316,005 4,006,667 3,120,290 2,331,197 1,232,280
Total Debt..... 146,099 143,840 147,118 88,248 57,579 81,145 27,831
Total
Liabilities... 5,031,350 4,058,020 4,955,272 3,725,267 2,868,545 2,108,871 1,020,611
Stockholders'
Equity........ 318,905(5) 290,505 360,733(5) 281,400 251,745 222,326 211,669
PER SHARE DATA
Net Income..... 1.21 0.87 4.13(1) 3.03(2) 2.62 2.07 1.58
Stockholders'
Equity........ 23.27(5) 21.22 26.34(5) 20.56 18.44 16.29 15.50
STATUTORY
FINANCIAL
DATA(6)
Net Income..... 13,459 6,096 53,138 32,426 35,196 25,335 20,483
Total Capital
and Surplus... $ 274,896 $ 207,623 $ 265,075 $ 208,476 $ 189,473 $ 167,325 $ 150,636
OTHER DATA
Ratio of
Consolidated
Earnings to
Fixed
Charges(7).... 13.4 13.9 14.4 13.5 9.7 8.2 25.3
Ratio of
Consolidated
Earnings to
Interest on
Debt and
Interest
Credited on
Investment
Products(8)... 1.4 1.3 1.4 1.3 1.4 1.6 3.1
<FN>
- ------------------------
1. Reduced by one-time adjustment of income tax expense of $1,261 or $.09 per
share due to increase in the corporate income tax rate from 34% to 35%.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
2. Reflects the adoption of SFAS No. 106, "Employers' Accounting For
Postretirement Benefits Other Than Pensions," which decreased net income
$1,053 or $.08 per share.
3. In 1993 Protective Life changed the method used to apportion net investment
income within Protective Life. The change resulted in increased income
attributable to the Agency, Investment Products, and Acquisitions business
segments of $3,000, $2,000 and $2,600, respectively, while decreasing
income of the Corporate and Other segment.
4. Pre-tax income for the Guaranteed Investment Contracts business segment has
not been reduced by pre-tax minority interest of $1,631 in 1991 and $1,326
in 1990. Pre-tax income for the Corporate and Other business segment has
not been reduced by pre-tax minority interest of $19 in 1993 and $90 in
1992 and 1991.
5. Reflects the adoption of SFAS No. 115, "Accounting For Certain Investments
in Debt and Equity Securities." The effect of adopting SFAS No. 115 at
December 31, 1993 (compared to financial statements prepared under previous
accounting standards) was to increase fixed maturities by $65,622, decrease
deferred policy acquisition costs by $12,450, increase the liability for
deferred income taxes by $18,610, and increase Stockholders' Equity by
$34,562 or $2.52 per share. The effect of adopting SFAS No. 115 at March
31, 1994 was to decrease fixed maturities by $28,667, decrease the
liability for deferred income taxes by $10,033 and decrease Stockholders'
Equity by $18,634 or $1.36 per share.
6. Of Protective Life's insurance subsidiaries prepared in conformity with
statutory accounting practices prescribed or permitted by insurance
regulatory authorities. Statutory accounting practices differ in some
respects from generally accepted accounting principles. For example, (a)
acquisition costs of obtaining new businesses are expensed as incurred, (b)
benefit liabilities are computed using methods statutorily mandated and are
not adjusted for actual experience, (c) income tax expenses is computed on
taxable earnings and (d) furniture and equipment, agents' debit balances
and prepaid expenses are charged directly against surplus rather than
reported as assets.
7. The ratio of consolidated earnings to fixed charges is calculated by
dividing the sum of income before income tax (excluding pre-tax minority
interest) and interest expense on debt, by interest expense on debt. Giving
pro forma effect to the issuance of the Senior Notes and the application of
the estimated net proceeds therefrom as described under "Use of Proceeds,"
in each case as though it had occurred at the beginning of the relevant
period, the ratio of consolidated earnings to fixed charges for the year
ended December 31, 1993 and the three months ended March 31, 1994 would
have been 9.8 and 9.9, respectively.
8. The ratio of consolidated earnings to interest on debt and interest
credited on investment products is calculated by dividing the sum of income
before income tax (excluding pre-tax minority interest), interest expense
on debt and interest credited on investment products, by the sum of
interest expense on debt and interest credited on investment products.
Investment products include products such as guaranteed investment
contracts and annuities.
</TABLE>
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<PAGE>
DESCRIPTION OF THE SENIOR NOTES
GENERAL
The Senior Notes offered hereby will be issued under a Senior Indenture,
dated as of June 1, 1994 (the "Senior Indenture"), between Protective Life and
The Bank of New York, as Trustee, as supplemented from time to time, including
by a certain Indenture Supplement, to be dated as of July 1, 1994, to be entered
into by Protective Life and the Trustee in respect of the Senior Notes (the
Senior Indenture as so amended and supplemented, the "Indenture"). The form of
the Senior Indenture has been filed, and a copy of the Indenture Supplement
referred to above will be filed, as exhibits to the Registration Statement of
which the accompanying Prospectus is a part. The following summary of certain
provisions of the Indenture and of the Senior Notes (referred to in the
accompanying Prospectus as the "Debt Securities") supplements, and to the extent
inconsistent therewith replaces, the summary of certain provisions of the Debt
Securities set forth in the accompanying Prospectus, to which reference is
hereby made. These summaries together address the material terms of the Senior
Notes and the Indenture but are subject to, and are qualified in their entirety
by reference to, the text of the Senior Notes and the Indenture, including the
definitions therein of certain terms capitalized in this Prospectus Supplement.
The Senior Notes will be limited to $75,000,000 aggregate principal amount.
The Senior Notes will be issued only in fully registered form in denominations
of $1,000 and any integral multiple thereof. The Senior Notes will mature on
July 1, 2004. Reference is made to the accompanying Prospectus for a detailed
summary of additional provisions of the Senior Notes and of the Indenture under
which the Senior Notes are issued.
The Senior Notes will bear interest at the rate of 7.95% per annum, in each
case from July 1, 1994, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semi-annually on January 1
and July 1, commencing January 1, 1995, to the persons in whose names the Senior
Notes are registered at the close of business on the Regular Record Date
relating thereto, which will be the December 15 and June 15, as the case may be,
next preceding such Interest Payment Date.
The Senior Notes will not be redeemable by Protective Life prior to maturity
and will not be entitled to any sinking fund. The provisions of Article 4 of the
Indenture relating to defeasance, which are described in the accompanying
Prospectus, will apply to the Senior Notes.
Registered Senior Notes may be transferred or exchanged without any service
charge, other than any tax or other governmental charge imposed in connection
therewith, at the corporate trust office of the Trustee in the City of New York,
or at any other office or agency maintained by Protective Life for such purpose.
GLOBAL SENIOR NOTES
The Senior Notes will be issued in the form of one or more fully registered
global securities, representing the aggregate principal amount of the Senior
Notes (the "Global Senior Notes"), that will be deposited with, or on behalf of,
The Depository Trust Company (the "Depository"), and registered in the name of
Cede & Co., the nominee of the Depository, and, except under circumstances
described in the Prospectus under "Description of Debt Securities of Protective
Life--Global Debt Securities," Global Senior Notes will not be exchangeable for
definitive Senior Notes and will not otherwise be issuable as definitive Senior
Notes.
The Depository has advised Protective Life as follows: the Depository is a
limited purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of sections 17A of the Securities Exchange Act of
1934, as amended. The Depository holds securities that its participants
("Participants") deposit with it. The Depository also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations
("Direct Participants"). The Depository is owned by a number of its Direct
Participants and by the New York Stock
S-9
<PAGE>
Exchange, Inc., the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the Depository's book-entry system is also
available to others, such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to the Depository and its participants are on file with the
Securities and Exchange Commission.
Principal and interest payments on the Senior Notes will be made to the
Depository. The Depository's practice is to credit Direct Participants' accounts
on the relevant payable date in accordance with their respective holdings shown
on the Depository's records unless the Depository has reason to believe that it
will not receive payment on such payable date. Payments by Participants to
actual purchasers of each Senior Note ("Beneficial Owners") will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of the
Depository, the Trustee, or Protective Life, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depository is the responsibility of Protective
Life; disbursement of such payments to Direct Participants shall be the
responsibility of the Depository; and disbursement of such payments to the
Beneficial Owners shall be the responsilibity of Direct and Indirect
Participants.
A further description of the Depository's procedures with respect to Global
Senior Notes is set forth in the Prospectus under "Description of Debt
Securities of Protective Life--Global Debt Securities."
The Depository has confirmed to the Company and the Trustee that it intends
to follow such procedures.
SAME-DAY FUNDS SETTLEMENT SYSTEM
Settlement by the purchasers of the Senior Notes will be made in immediately
available funds. All payments by Protective Life to the Depository of principal
and interest will be made in immediately available funds.
The Senior Notes will trade in the Depositary's Same-Day Funds Settlement
System until maturity. Therefore the Depository will require secondary trading
activity in the Senior Notes to be settled in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Senior Notes.
CERTAIN RESTRICTIVE PROVISIONS
The Indenture contains, among others, the following covenants:
LIMITATIONS ON SALES OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
Protective Life is restricted from disposing of in any way any shares of
capital stock of a Restricted Subsidiary (other than directors' qualifying
shares or dispositions to a Subsidiary), and Restricted Subsidiaries are
restricted from disposing of in any way any shares of capital stock of any other
Restricted Subsidiary (other than for directors' qualifying shares or
dispositions to Protective Life or to a Subsidiary), except the entire capital
stock of such Restricted Subsidiary owned directly or indirectly by Protective
Life for a consideration which, in the opinion of its Board of Directors, is at
least equal to the fair value thereof.
The term "Restricted Subsidiary" means any Subsidiary of Protective Life
with assets greater than or equal to 20% of all assets of Protective Life and
its Subsidiaries, computed and consolidated in accordance with generally
accepted accounting principles.
LIMITATIONS ON LIENS ON RESTRICTED SUBSIDIARIES' CAPITAL STOCK
Protective Life will not, and will not permit any Restricted Subsidiary, at
any time directly or indirectly to create, assume, incur or suffer to exist any
indebtedness secured by a pledge, lien, or other encumbrance on the capital
stock of any Restricted Subsidiary without making effective provision for
securing the Senior Notes then outstanding (and if Protective Life so elects,
any other indebtedness ranking on a parity with the Senior Notes) equally and
ratably with such secured indebtedness as to such property for so long as such
indebtedness will be so secured; PROVIDED HOWEVER, that this covenant will not
be applicable to liens (as defined in the Indenture Supplement relating to the
Senior Notes) (i) on the shares
S-10
<PAGE>
of stock of a subsidiary of a Person that is merged with or into Protective Life
or a Subsidiary securing debt of such Person, which debt was outstanding prior
to such merger, but only if such pledge and debt were not incurred in
anticipation of such merger, (ii) in favor of Protective Life securing debt of a
Restricted Subsidiary owed to Protective Life, (iii) for taxes or assessments or
governmental charges or levies not then due and delinquent or the validity of
which are being contested in good faith or which are less than $5,000,000, or
(iv) created by or resulting from any litigation or legal proceeding being
contested in good faith or involving claims of less than $5,000,000.
EVENTS OF DEFAULT
The Indenture Supplement relating to the Senior Notes modifies the Events of
Defaults described in the Prospectus by defining as one such Event of Default a
default in payment of principal relating to indebtedness of Protective Life and
its consolidated subsidiaries for borrowed money having an aggregate principal
amount exceeding $15 million, or other default resulting in acceleration of
indebtedness of Protective Life and its consolidated subsidiaries for borrowed
money where the aggregate principal amount so accelerated exceeds $15 million
and such acceleration is not rescinded or annulled within 30 days after the
written notice thereof to Protective Life by the Trustee or to Protective Life
and the Trustee by the holders of 25% in aggregate principal amount of the
Senior Notes then outstanding; provided that such Event of Default will be
remedied, cured or waived if the default that caused such Event of Default is
remedied, cured or waived.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
Protective Life has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase, the principal amount
of the Senior Notes set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
- ----------------------------------------------------------------------------------------------- -----------------
<S> <C>
Goldman, Sachs & Co........................................................................ $ 37,500,000
Alex. Brown & Sons Incorporated............................................................ 37,500,000
-----------------
Total.................................................................................. $ 75,000,000
-----------------
-----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all the Senior Notes, if any are
taken.
The Underwriters propose to offer the Senior Notes in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.400% of the principal amount of the Senior Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.250% of the principal amount of the Senior Notes to certain brokers and
dealers. After the Senior Notes are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Senior Notes are a new issue of securities with no established trading
market. Protective Life has been advised by the Underwriters that they intend to
make a market for the Senior Notes, but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Senior Notes.
Settlement for the Senior Notes will be made in immediately available funds
and all secondary trading in the Senior Notes will settle in immediately
available funds. See "Description of the Senior Notes -- Same-Day Funds
Settlement System."
Certain of the Underwriters are customers of, or engage in transactions
with, and from time to time have performed services for, Protective Life and its
subsidiaries and associated companies in the ordinary course of business.
Protective Life has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
S-11
<PAGE>
PROSPECTUS
U.S. $175,000,000
PROTECTIVE LIFE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
PLC CAPITAL L.L.C.
CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES ("MIPS"*)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PROTECTIVE LIFE CORPORATION
---------------
Protective Life Corporation, a Delaware corporation ("Protective Life"), may
from time to time offer (a) its debt securities, consisting of debentures, notes
and/or other evidences of indebtedness representing unsecured obligations of
Protective Life (the "Debt Securities"), and (b) shares of preferred stock, par
value $1.00 per share ("Preferred Stock"), in each case in one or more series
and in amounts, at prices and on terms to be determined at the time of offering.
PLC Capital L.L.C., a limited liability company formed under the laws of the
State of Delaware ("PLC Capital"), may from time to time offer, in one or more
series, its Cumulative Monthly Income Preferred Securities (the "Preferred
Securities") representing preferred limited liability company interests in PLC
Capital. PLC Capital was formed by Protective Life solely to issue Preferred
Securities and common limited liability company interests ("Common Securities")
and loan the proceeds thereof to Protective Life. Accordingly, the proceeds of
an offering of Preferred Securities, together with all capital contributions
made in respect of Common Securities, will be loaned to Protective Life in
exchange for subordinated Debt Securities of Protective Life ("Subordinated
Debentures") having the terms described herein. Interest and principal payments
on the Subordinated Debentures are intended to fund the payment of periodic
distributions ("dividends") and redemption and liquidation distributions on the
Preferred Securities and the Common Securities. The payment of dividends (but
only if and to the extent declared out of moneys held by PLC Capital and legally
available therefor), and payments on liquidation (but only to the extent of the
remaining assets of PLC Capital) or redemption at the option of PLC Capital with
respect to the Preferred Securities will be guaranteed by a subordinated
guarantee (the "Guarantee") of Protective Life to the extent set forth herein.
See "PLC Capital L.L.C." and "Description of Certain Contractual Back-Up
Obligations of Protective Life" for a description of the various contractual
backup obligations of Protective Life.
Specific terms of the particular Debt Securities, Preferred Stock and
Preferred Securities in respect of which this Prospectus is being delivered (the
"Offered Securities") will be set forth in an accompanying Prospectus Supplement
(the "Prospectus Supplement"), which will describe, without limitation and where
applicable, the following: (x) in the case of Debt Securities, the specific
designation, aggregate principal amount, denomination, maturity, premium, if
any, interest rate (which may be fixed or variable) or method of calculating
interest, if any, place or places where principal, premium, if any, and
interest, if any, will be payable, currency in which principal, premium, if any,
and interest, if any, will be payable, any terms of redemption, any sinking fund
provisions, any listing on a securities exchange and other special terms, and
(y) in the case of Preferred Stock and Preferred Securities, the specific
designation, stated value and liquidation preference per share or security and
number of shares or securities offered, dividend rate (which may be fixed or
variable) or method of calculating dividends, place or places where dividends
will be payable, any terms of redemption, any listing on a securities exchange
and other special terms.
The offering price to the public of the Offered Securities will be limited
to U.S. $175,000,000 in the aggregate (or its equivalent (based on the
applicable exchange rate at the time of issue), if Offered Securities are
offered for consideration denominated in one or more foreign currencies or
currency units as shall be designated by Protective Life). The Debt Securities
may be denominated in United States dollars or, at the option of Protective Life
if so specified in the applicable Prospectus Supplement, in one or more foreign
currencies or currency units. The Debt Securities may be issued in registered
form or bearer form, or both. If so specified in the applicable Prospectus
Supplement, Debt Securities of a series may be issued in whole or in part in the
form of one or more temporary or permanent global securities.
The Offered Securities may be sold to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution". The
names of any underwriters, dealers or agents involved in the sale of the Offered
Securities in respect of which this Prospectus is being delivered and any
applicable fee, commission or discount arrangements with them will be set forth
in a Prospectus Supplement.
This Prospectus may not be used to consummate sales of offered securities
unless accompanied by a Prospectus Supplement.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------
*An application has been filed by Goldman, Sachs & Co. with the United States
Patent and Trademark Office for the registration of the MIPS servicemark.
The date of this Prospectus is June 2, 1994.
<PAGE>
AVAILABLE INFORMATION
Protective Life is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can also be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
In addition, such reports, proxy statements and other information concerning
Protective Life can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by Protective Life and PLC Capital with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus does not contain all
the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information with respect to Protective Life, PLC Capital
and the Offered Securities, reference is made to the Registration Statement. The
Registration Statement may be inspected by anyone without charge at the
principal office of the Commission in Washington, D.C. and copies of all or part
of it may be obtained from the Commission upon payment of the prescribed fees.
No separate financial statements of PLC Capital have been included herein.
Protective Life and PLC Capital do not consider that such financial statements
would be material to holders of the Preferred Securities because PLC Capital is
a newly organized special purpose entity, has no operating history and no
independent operations and is not engaged in, and does not propose to engage in,
any activity other than the issuance of the Preferred Securities and the Common
Securities and the lending of the net proceeds thereof to Protective Life
pursuant to loans to be evidenced by Subordinated Debentures. See "PLC Capital
L.L.C". PLC Capital is a limited liability company formed under the laws of the
State of Delaware and will be managed by Protective Life, in its capacity as a
holder of Common Securities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Protective Life's Quarterly Report on Form 10-Q for the three month period
ended March 31, 1994, its Annual Report on Form 10-K for the year ended December
31, 1993, its Form 10-K/A (amending its Annual Report on Form 10-K for the year
ended December 31, 1993) dated May 19, 1994 and its Current Report on Form 8-K
dated August 4, 1993, as filed with the Commission pursuant to the Exchange Act
(file no. 0-9924), are incorporated herein by reference.
Each document or report subsequently filed by Protective Life pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering described herein shall be deemed to be
incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
2
<PAGE>
Protective Life will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Requests should be directed to: Protective
Life Corporation, P.O. Box 2606, Birmingham, Alabama 35202 (telephone: (205)
879-9230).
PROTECTIVE LIFE CORPORATION
Protective Life, a Delaware corporation incorporated in 1981, is an
insurance holding company that owns a group of life insurance companies that
provide financial services through the production, distribution and
administration of insurance and investment products. Protective Life Insurance
Company ("Protective Life Insurance"), founded in 1907, is Protective Life's
principal operating subsidiary.
During 1993, Protective Life reported revenues of $760 million and net
income of $57 million. During the three months ended March 31, 1994, Protective
Life reported revenues of $196 million and net income of $17 million. At March
31, 1994, Protective Life had total assets of $5.4 billion, stockholders' equity
of $319 million and life insurance inforce of $43.3 billion. Protective Life's
insurance subsidiaries generated approximately 94% of its revenues in 1993 and
98% of its revenues for the three months ended March 31, 1994. Protective Life
Insurance is currently rated A+ (Superior) by A.M. Best Company, Inc. ("A.M.
Best"). A.M. Best, an independent insurance industry rating organization,
assigns fifteen letter ratings to insurance companies, ranging from "A++
(Superior)" to "C- (Fair)." A.M. Best's ratings are based on factors of
relevance primarily to policyholders and are not directed to the protection of
investors, such as holders of the Offered Securities. Such ratings do not apply
to the Offered Securities.
Protective Life's principal executive offices are located at 2801 Highway
280 South, Birmingham, Alabama 35223, and its telephone number is (205)
879-9230.
Protective Life's ability to pay principal and interest on any Debt
Securities, Preferred Stock or Subordinated Debentures is affected by the
ability of its insurance company subsidiaries, Protective Life's principal
sources of cash flow, to declare and distribute dividends and to make payments
on surplus notes (i.e., deeply subordinated intercompany notes owed by insurance
company subsidiaries to Protective Life that are treated as equity capital for
statutory accounting purposes), both of which may be limited by regulatory
restrictions and, in the case of payments on surplus notes, by certain financial
covenants. Protective Life's cash flow is also dependent on revenues from
investment, data processing, legal and management services rendered to its
subsidiaries. Insurance company subsidiaries of Protective Life are subject to
various state statutory and regulatory restrictions, applicable to insurance
companies generally, that limit the amount of cash dividends, loans and advances
that those subsidiaries may pay to Protective Life. Under Tennessee insurance
laws, Protective Life Insurance may generally only pay dividends to Protective
Life out of its unassigned surplus as reflected in its statutory financial
statements filed in that State. In addition, the Tennessee Commissioner of
Insurance must approve (or not disapprove within 30 days of notice) payment of
an "extraordinary" dividend from Protective Life Insurance, which generally
under Tennessee insurance laws is a dividend that exceeds, together with all
dividends paid by Protective Life Insurance within the previous 12 months, the
greater of (i) 10% of Protective Life Insurance's surplus as regards
policyholders at the preceding December 31 or (ii) the net gain from operations
of Protective Life Insurance for the 12 months ended on such December 31. The
maximum amount that would qualify as ordinary dividends to Protective Life by
its insurance subsidiaries in 1994 is estimated to be $57 million. No assurance
can be given that more stringent restrictions will not be adopted from time to
time by states in which Protective Life's insurance subsidiaries are domiciled,
which restrictions could have the effect, under certain circumstances, of
significantly reducing dividends or other amounts payable to Protective Life by
such subsidiaries without affirmative prior approval by state insurance
regulatory authorities.
In the event of the insolvency, liquidation, reorganization, dissolution or
other winding-up of a subsidiary of Protective Life, all creditors of such
subsidiary, including holders of life and health insurance policies, would be
entitled to payment in full out of the assets of such subsidiary before
Protective Life, as shareholder or holder of surplus notes, would be entitled to
any payment, and thus such
3
<PAGE>
creditors would have to be paid in full before the creditors of Protective Life
(including holders of Debt Securities or Subordinated Debentures) would be
entitled to receive any payment from the assets of such subsidiary.
PLC CAPITAL L.L.C.
PLC Capital is a limited liability company formed under the laws of the
State of Delaware. PLC Capital's offices are located at 2801 Highway 280 South,
Birmingham, Alabama 35223 (Telephone: (205) 879-9230). Protective Life owns,
directly and indirectly, all of the Common Securities of PLC Capital, which
Common Securities are nontransferable. PLC Capital was formed by Protective Life
and its wholly-owned subsidiary solely to issue Common Securities and Preferred
Securities (collectively, the "Membership Securities") and to lend the proceeds
thereof to Protective Life in exchange for Subordinated Debentures. Interest and
principal payments on Subordinated Debentures are intended to fund the payment
of dividends and redemption and liquidation distributions on the Membership
Securities. Accordingly, PLC Capital's sole source of cash flow is Protective
Life, and PLC Capital's ability to make dividend and other payments in respect
of Preferred Securities will be dependent on interest and principal payments by
Protective Life on the Subordinated Debentures. See "Protective Life
Corporation".
PLC Capital will be managed by Protective Life, in its capacity as a holder
of Common Securities (in such capacity, the "Managing Member"). Holders of
Membership Securities in PLC Capital are referred to herein as "Members." PLC
Capital's Amended and Restated Limited Liability Company Agreement (the "L.L.C.
Agreement") provides that Protective Life, in its capacity as a holder of Common
Securities, shall be liable for all obligations and liabilities of PLC Capital
(including tax obligations, but excluding obligations in respect of Preferred
Securities). Under Delaware law, members who hold Series A Preferred Securities
(other than Protective Life) will not be liable for the debts, obligations and
liabilities of PLC Capital, whether arising in contract, tort or otherwise,
solely by reason of being a member of PLC Capital (subject to any obligation
such members may have to repay any funds that may have been wrongfully
distributed to them).
USE OF PROCEEDS
The proceeds from the sale of any Preferred Securities (together with any
capital contributed in respect of Common Securities) will be loaned to
Protective Life in exchange for Subordinated Debentures. Protective Life will
use borrowings from PLC Capital, and the net proceeds from any sale of Debt
Securities or Preferred Stock, for general corporate purposes, including, but
not limited to, repayments of indebtedness of Protective Life or its
subsidiaries. A more detailed description of the use of proceeds of any specific
offering of Offered Securities shall be set forth in the Prospectus Supplement
pertaining to such offering.
RATIOS OF CONSOLIDATED EARNINGS TO FIXED CHARGES
The following table sets forth Protective Life's ratios of earnings to fixed
charges:
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------- ----------
1989 1990 1991 1992 1993 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Consolidated Earnings to Fixed Charges (1)................... 25.3 8.2 9.7 13.5 14.4 13.9 13.4
Ratio of Consolidated Earnings to Interest on Debt and Interest
Credited on Investment Products (2).................................. 3.1 1.6 1.4 1.3 1.4 1.3 1.4
<FN>
- ------------------------
(1) The ratio of consolidated earnings to fixed charges is calculated by
dividing the sum of income before income tax (excluding pretax minority
interest) and interest expense on debt, by interest expense on debt.
(2) The ratio of consolidated earnings to interest on debt and interest
credited on investment products is calculated by dividing the sum of income
before income tax (excluding pre-tax minority interest), interest expense
on debt and interest credited on investment products, by the sum of
interest expense on debt and interest credited on investment products.
Investment products include products such as guaranteed investment
contracts and annuities.
</TABLE>
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES OF PROTECTIVE LIFE
The Debt Securities offered hereby are to be issued in one or more series
under either (i) the Senior Indenture, dated as of June 1, 1994 (the "Senior
Indenture"), between Protective Life and The Bank of New York, as Trustee (the
"Trustee") or (ii) the Subordinated Indenture, dated as of June 1, 1994 (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"), between Protective Life and AmSouth Bank NA, as trustee (also,
the "Trustee"), the forms of which have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
The statements herein relating to the Debt Securities and the following
summaries of certain provisions of the Indentures do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indentures (as they may be amended or supplemented from time
to time), including the definitions therein of certain terms capitalized in this
Prospectus. Whenever particular Sections or defined terms of the Indentures (as
they may be amended or supplemented from time to time) are referred to herein or
in a Prospectus Supplement, such Sections or defined terms are incorporated
herein or therein by reference.
GENERAL
The Debt Securities will be unsecured obligations of Protective Life. The
Debt Securities issued under the Senior Indenture will be unsecured and will
rank PARI PASSU with all other unsecured and unsubordinated obligations of
Protective Life. The Debt Securities issued under the Subordinated Indenture
will be subordinate and junior in right of payment to the extent and in the
manner set forth in the Subordinated Indenture to all Senior Indebtedness of
Protective Life. See "-- Subordination under the Subordinated Indenture." The
Indentures do not limit the aggregate amount of Debt Securities which may be
issued thereunder, nor do they limit the incurrence or issuance of other secured
or unsecured debt of Protective Life.
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including: (1) the title of such Debt
Securities; (2) any limit upon the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of and premium, if any,
on such Debt Securities will mature or the method of determining such date or
dates; (4) the rate or rates (which may be fixed or variable) at which such Debt
Securities will bear interest, if any, or the method of calculating such rate or
rates; (5) the date or dates from which interest, if any, will accrue or the
method by which such date or dates will be determined; (6) the date or dates on
which interest, if any, will be payable and the record date or dates therefor;
(7) the place or places where principal of, premium, if any, and interest, if
any, on such Debt Securities will be payable; (8) the period or periods within
which, the price or prices at which, the currency or currencies (including
currency unit or units) in which, and the terms and conditions upon which, such
Debt Securities may be redeemed, in whole or in part, at the option of
Protective Life; (9) the obligation, if any, of Protective Life to redeem or
purchase such Debt Securities pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event and the period or periods
within which, the price or prices at which and the other terms and conditions
upon which, such Debt Securities shall be redeemed or purchased, in whole or in
part, pursuant to such obligations; (10) the denominations in which such Debt
Securities are authorized to be issued; (11) the currency or currency unit for
which Debt Securities may be purchased or in which Debt Securities may be
denominated and/ or the currency or currencies (including currency unit or
units) in which principal of, premium, if any, and interest, if any, on such
Debt Securities will be payable and whether Protective Life or the holders of
any such Debt Securities may elect to receive payments in respect of such Debt
Securities in a currency or currency unit other than that in which such Debt
Securities are stated to be payable; (12) if other than the principal amount
thereof, the portion of the principal amount of such Debt Securities which will
be payable upon declaration of the acceleration of the maturity thereof or the
method by which such portion shall be determined; (13) the person to whom any
interest on any such Debt Security shall be payable if other than the person in
whose name such Debt Security is registered on the applicable record date; (14)
any addition to, or modification or deletion of, any Event of Default or any
covenant of Protective Life
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specified in the Indenture with respect to such Debt Securities; (15) the
application, if any, of such means of defeasance or covenant defeasance as may
be specified for such Debt Securities; (16) whether such Debt Securities are to
be issued in whole or in part in the form of one or more temporary or permanent
global securities and, if so, the identity of the depository for such global
security or securities; and (17) any other special terms pertaining to such Debt
Securities. (Section 3.1 of each Indenture.) Unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities will not be listed on any
securities exchange.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully-registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and special federal
income tax considerations, applicable to any such Debt Securities and to payment
on and transfer and exchange of such Debt Securities will be described in the
applicable Prospectus Supplement. Bearer Debt Securities will be transferable by
delivery. (Section 3.5 of each Indenture.)
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Certain federal income tax consequences and
special considerations applicable to any such Debt Securities will be described
in the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units or if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, the restrictions,
elections, certain federal income tax considerations, specific terms and other
information with respect to such issue of Debt Securities and such foreign
currency or currency units will be set forth in the applicable Prospectus
Supplement.
The general provisions of the Indentures do not afford holders of the Debt
Securities protection in the event of a highly leveraged or other transaction
involving Protective Life that may adversely affect holders of the Debt
Securities.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at the
office or agency of Protective Life maintained for that purpose as Protective
Life may designate from time to time, except that, at the option of Protective
Life, interest payments, if any, on Debt Securities in registered form may be
made (i) by checks mailed to the holders of Debt Securities entitled thereto at
their registered addresses or (ii) by wire transfer to an account maintained by
the person entitled thereto as specified in the Register. (Sections 3.7(a) and
9.2 of each Indenture.) Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on Debt Securities in
registered form will be made to the person in whose name such Debt Security is
registered at the close of business on the regular record date for such
interest. (Section 3.7(a) of each Indenture.)
Payment in respect of Debt Securities in bearer form will be made in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as Protective Life may appoint from time to time. The paying agents
outside the United States initially appointed by Protective Life for a series of
Debt Securities will be named in the Prospectus Supplement. Protective Life may
at any time designate additional paying agents or rescind the designation of any
paying agents, except that, if Debt Securities of a series are issuable as
Registered Securities, Protective Life will be required to maintain at least one
paying agent in each Place of Payment for such series and, if Debt Securities of
a series are issuable as Bearer Securities, Protective Life will be required to
maintain a paying agent in a Place of Payment outside the United States where
Debt Securities of such series and any coupons appertaining thereto may be
presented and surrendered for payment. (Section 9.2 of each Indenture.)
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Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the agency
of Protective Life maintained for such purpose as designated by Protective Life
from time to time. (Sections 3.5 and 9.2 of each Indenture.) Debt Securities may
be transferred or exchanged without service charge, other than any tax or other
governmental charge imposed in connection therewith. (Section 3.5 of each
Indenture.)
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more fully registered global securities (a "Registered Global
Security") that will be deposited with a depository (the "Depository") or with a
nominee for the Depository identified in the applicable Prospectus Supplement.
In such a case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Registered Global Security or Securities. (Section 3.3 of each
Indenture.) Unless and until it is exchanged in whole or in part for Debt
Securities in definitive certificated form, a Registered Global Security may not
be transferred or exchanged except as a whole by the Depository for such
Registered Global Security to a nominee of such Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository or by
such Depository or any such nominee to a successor Depository for such series or
a nominee of such successor Depository and except in the circumstances described
in the applicable Prospectus Supplement. (Section 3.5 of each Indenture.)
The specific terms of the depository arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global Security
will be described in the applicable Prospectus Supplement. Protective Life
expects that the following provisions will apply to depository arrangements.
Upon the issuance of any Registered Global Security, and the deposit of such
Registered Global Security with or on behalf of the Depository for such
Registered Global Security, the Depository will credit, on its book-entry
registration and transfer system, the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts of
institutions ("participants") that have accounts with the Depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of such Debt Securities or by Protective
Life, if such Debt Securities are offered and sold directly by Protective Life.
Ownership of beneficial interests in a Registered Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such Registered Global
Security will be shown on, and the transfer of such beneficial interests will be
effected only through, records maintained by the Depository for such Registered
Global Security or by its nominee. Ownership of beneficial interests in such
Registered Global Security by persons that hold through participants will be
shown on, and the transfer of such beneficial interests within such participants
will be effected only through, records maintained by such participants. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Registered Global Securities.
So long as the Depository for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depository or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under each Indenture. (Section 3.8 of each Indenture.) Unless otherwise
specified in the applicable Prospectus Supplement and except as specified below,
owners of beneficial interests in such Registered Global Security will not be
entitled to have Debt Securities of the series represented by such Registered
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities of such series in certificated form
and will not be considered the holders thereof for any purposes under the
relevant Indenture. (Section 3.5 of each Indenture.) Accordingly, each person
owning a beneficial interest in such Registered Global Security must rely on
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the procedures of the Depository and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the relevant Indenture. The Depository
may grant proxies and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a holder is entitled to give or take under the relevant Indenture.
Protective Life understands that, under existing industry practices, if
Protective Life requests any action of holders or any owner of a beneficial
interest in such Registered Global Security desires to give any notice or take
any action a holder is entitled to give or take under the relevant Indenture,
the Depository would authorize the participants to give such notice or take such
action, and participants would authorize beneficial owners owning through such
participants to give such notice or take such action or would otherwise act upon
the instructions of beneficial owners owning through them.
Unless otherwise specified in the applicable Prospectus Supplement, payments
with respect to principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name of
a Depository or its nominee will be made to such Depository or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
Protective Life expects that the Depository for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Registered Global Security as shown on the
records of such Depository. Protective Life also expects that payments by
participants to owners of beneficial interests in such Registered Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with the securities
held for the accounts of customers registered in "street names", and will be the
responsibility of such participants. None of Protective Life, the respective
Trustees or any agent of Protective Life or the respective Trustees shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests of a Registered Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial interests. (Section 3.8 of each Indenture.)
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depository for any Debt Securities represented by a Registered Global Security
notifies Protective Life that it is unwilling or unable to continue as
Depository and a successor Depository is not appointed by Protective Life within
90 days, Protective Life will issue such Debt Securities in definitive
certificated form in exchange for such Registered Global Security. In addition,
Protective Life may at any time and in its sole discretion determine not to have
any of the Debt Securities of a series represented by one or more Registered
Global Securities and, in such event, will issue Debt Securities of such series
in definitive certificated form in exchange for all of the Registered Global
Security or Securities representing such Debt Securities. (Section 3.5 of each
Indenture.)
The Debt Securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities (a "Bearer Global Security")
that will be deposited with a depository, or with a nominee for such depository,
identified in the applicable Prospectus Supplement. Any such Bearer Global
Securities may be issued in temporary or permanent form. (Section 3.4 of each
Indenture.) The specific terms and procedures, including the specific terms of
the depository arrangement, with respect to any portion of a series of Debt
Securities to be represented by one or more Bearer Global Securities will be
described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE BY PROTECTIVE LIFE
Protective Life shall not consolidate with or merge into any other
corporation or sell its assets substantially as an entirety, unless (i) the
corporation formed by such consolidation or into which Protective Life is merged
or the corporation which acquires its assets is organized in the United States
and expressly assumes all of the obligations of Protective Life under each
Indenture, (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have happened and be continuing and (iii) if, as a
result of such transaction, properties or assets of Protective Life would
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become subject to a mortgage, pledge, lien, security interest or other
encumbrance not permitted by the Debt Securities of any series, Protective Life
or its successor shall take steps necessary to secure such Debt Securities
equally and ratably with all indebtedness secured thereby. Upon any such
consolidation, merger or sale, the successor corporation formed by such
consolidation, or into which Protective Life is merged or to which such sale is
made, shall succeed to, and be substituted for Protective Life under each
Indenture. (Section 7.1 of each Indenture.)
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
Each Indenture provides that, if an Event of Default specified therein
occurs with respect to the Debt Securities of any series and is continuing, the
Trustee for such series or the holders of 25% in aggregate principal amount of
all of the outstanding Debt Securities of that series, by written notice to
Protective Life (and to the Trustee for such series, if notice is given by such
holders of Debt Securities), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount specified in the Prospectus
Supplement) and accrued interest on all the Debt Securities of that series to be
due and payable (provided, with respect to any Debt Securities (including
Subordinated Debentures) issued under the Subordinated Indenture, that the
payment of principal and interest on such Debt Securities shall remain
subordinated to the extent provided in Article 12 of the Subordinated
Indenture). (Section 5.2 of each Indenture.)
Events of Default with respect to Debt Securities of any series are defined
in each Indenture as being: (a) default for 30 days in payment of any interest
on any Debt Security of that series or any coupon appertaining thereto or any
additional amount payable with respect to Debt Securities of such series as
specified in the applicable Prospectus Supplement when due; (b) default in
payment of principal, or premium, if any, at maturity or on redemption or
otherwise, or in the making of a mandatory sinking fund payment of any Debt
Securities of that series when due; (c) default for 60 days after notice to
Protective Life by the Trustee for such series, or by the holders of 25% in
aggregate principal amount of the Debt Securities of such series then
outstanding, in the performance of any other agreement in the Debt Securities of
that series, in the Indenture or in any supplemental indenture or board
resolution referred to therein under which the Debt Securities of that series
may have been issued; (d) default in payment of principal relating to
indebtedness of Protective Life and its consolidated subsidiaries for borrowed
money having an aggregate principal amount exceeding $25 million, or other
default resulting in acceleration of indebtedness of Protective Life and its
consolidated subsidiaries for borrowed money where the aggregate principal
amount so accelerated exceeds $25 million and such acceleration is not rescinded
or annulled within 30 days after the written notice thereof to Protective Life
by the Trustee or to Protective Life and the Trustee by the holders of 25% in
aggregate principal amount of the Debt Securities of such series then
outstanding, PROVIDED that such Event of Default will be remedied, cured or
waived if the default that resulted in the acceleration of such indebtedness is
remedied, cured or waived; and (e) certain events of bankruptcy, insolvency or
reorganization of Protective Life or Protective Life Insurance. (Section 5.1 of
each Indenture.) Events of Default with respect to a specified series of Debt
Securities may be added to the Indenture and, if so added, will be described in
the applicable Prospectus Supplement. (Sections 3.1 and 5.1(7) of each
Indenture.)
Each Indenture provides that the Trustee will, within 90 days after the
occurrence of a Default with respect to the Debt Securities of any series, give
to the holders of the Debt Securities of that series notice of all Defaults
known to it unless such Default shall have been cured or waived; PROVIDED that
except in the case of a Default in payment on the Debt Securities of that
series, the Trustee may withhold the notice if and so long as the board of
directors of Protective Life, the executive committee thereof or a committee of
its Responsible Officers in good faith determines that withholding such notice
is in the interests of the holders of the Debt Securities of that series.
(Section 6.6 of each Indenture.) "Default" means any event which is, or after
notice or passage of time or both, would be, an Event of Default. (Section 1.1
of each Indenture.)
Each Indenture provides that the holders of a majority in aggregate
principal amount of the Debt Securities of each series affected (with each such
series voting as a class) may, subject to certain limited
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conditions, direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee for such series, or exercising any trust or
power conferred on such Trustee. (Section 5.8 of each Indenture.)
Each Indenture includes a covenant that Protective Life will file annually
with the Trustee a certificate as to Protective Life's compliance with all
conditions and covenants of such Indenture. (Section 9.5 of each Indenture.)
The holders of a majority in aggregate principal amount of any series of
Debt Securities by written notice to the Trustee for such series may waive, on
behalf of the holders of all Debt Securities of such series, any past Default or
Event of Default with respect to that series and its consequences except a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest, if any, on any Debt Security. (Section 5.7 of each Indenture.)
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting Protective Life and the
Trustee to enter into one or more supplemental indentures without the consent of
the holders of any of the Debt Securities in order (i) to evidence the
succession of another corporation to Protective Life and the assumption of the
covenants of Protective Life by a successor to Protective Life; (ii) to add to
the covenants of Protective Life or surrender any right or power of Protective
Life; (iii) to add additional Events of Default with respect to any series of
Debt Securities; (iv) to add or change any provisions to such extent as
necessary to permit or facilitate the issuance of Debt Securities in bearer
form; (v) to change or eliminate any provision affecting only Debt Securities
not yet issued; (vi) to secure the Debt Securities; (vii) to establish the form
or terms of Debt Securities; (viii) to evidence and provide for successor
Trustees; (ix) if allowed without penalty under applicable laws and regulations,
to permit payment in respect of Debt Securities in bearer form in the United
States; (x) to correct any defect or supplement any inconsistent provisions or
to make any other provisions with respect to matters or questions arising under
such Indenture or to cure any ambiguity or correct any mistake, PROVIDED that
any such action does not adversely affect the interests of any holder of Debt
Securities of any series; or (xi) in the case of the Subordinated Indenture, to
modify the subordination provisions thereof in a manner not adverse to the
holders of Subordinated Debentures of any series (and in the case of
Subordinated Debentures issued in return for the proceeds of Preferred
Securities of any series, not adverse to the holders of such Preferred
Securities). (Section 8.1 of each Indenture.)
Each Indenture also contains provisions permitting Protective Life and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the outstanding Debt Securities affected by such supplemental
indenture (with the Debt Securities of each series voting as a class), to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of such Indenture or any supplemental
indenture or modifying the rights of the holders of Debt Securities of such
series, except that, without the consent of the holder of each Debt Security so
affected, no such supplemental indenture may: (i) change the time for payment of
principal or premium, if any, or interest on any Debt Security; (ii) reduce the
principal of, or any installment of principal of, or premium, if any, or
interest on any Debt Security, or change the manner in which the amount of any
of the foregoing is determined; (iii) reduce the amount of premium, if any,
payable upon the redemption of any Debt Security; (iv) reduce the amount of
principal payable upon acceleration of the maturity of any Original Issue
Discount or Indexed Security; (v) change the currency or currency unit in which
any Debt Security or any premium or interest thereon is payable; (vi) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security; (vii) reduce the percentage in principal amount of the
outstanding Debt Securities affected thereby the consent of whose holders is
required for modification or amendment of such Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults; (viii) change the obligation of Protective Life to maintain an office
or agency in the places and for the purposes specified in such Indenture; (ix)
in the case of the Subordinated Indenture, modify the subordination provisions
thereof in a manner adverse to the holders of Subordinated Debentures of any
series (and in the case of Subordinated Debentures issued in return for
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the proceeds of Preferred Securities of any series, adverse to the holders of
such Preferred Securities); or (x) modify the provisions relating to waiver of
certain defaults or any of the foregoing provisions. (Section 8.2 of each
Indenture.)
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the Subordinated Indenture, Protective Life will covenant and agree that
any Debt Securities (including Subordinated Debentures) issued thereunder
("Subordinated Debt Securities") are subordinate and junior in right of payment
to all Senior Indebtedness to the extent provided in the Subordinated Indenture.
The Subordinated Indenture defines the term "Senior Indebtedness" as the
principal, premium, if any, and interest on (i) all indebtedness of Protective
Life, whether outstanding on the date of the issuance of Subordinated Debt
Securities or thereafter created, incurred or assumed, which is for money
borrowed, or evidenced by a note or similar instrument given in connection with
the acquisition of any business, properties or assets, including securities,
(ii) any indebtedness of others of the kinds described in the preceding clause
(i) for the payment of which Protective Life is responsible or liable as
guarantor or otherwise and (iii) amendments, renewals, extensions and refundings
of any such indebtedness, unless in any instrument or instruments evidencing or
securing such indebtedness or pursuant to which the same is outstanding, or in
any such amendment, renewal, extension or refunding, it is expressly provided
that such indebtedness is not superior in right of payment to Subordinated Debt
Securities. The Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of the Senior Indebtedness or
extension or renewal of the Senior Indebtedness.
If (i) Protective Life defaults in the payment of any principal, or premium,
if any, or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or declaration or
otherwise or (ii) an event of default occurs with respect to any Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof
and written notice of such event of default (requesting that payments on
Subordinated Debt Securities cease) is given to Protective Life by the holders
of Senior Indebtedness, then unless and until such default in payment or event
of default shall have been cured or waived or shall have ceased to exist, no
direct or indirect payment (in cash, property or securities, by set-off or
otherwise) shall be made or agreed to be made on account of the Subordinated
Debt Securities or interest thereon or in respect of any repayment, redemption,
retirement, purchase or other acquisition of Subordinated Debt Securities.
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to Protective Life, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding-up of Protective Life, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by Protective Life for the benefit of creditors or (iv) any
other marshalling of the assets of Protective Life, all Senior Indebtedness
(including, without limitation, interest accruing after the commencement of any
such proceeding, assignment or marshalling of assets) shall first be paid in
full before any payment or distribution, whether in cash, securities or other
property, shall be made by Protective Life on account of Subordinated Debt
Securities. In any such event, any payment or distribution, whether in cash,
securities or other property (other than securities of Protective Life or any
other corporation provided for by a plan of reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in the
subordination provisions of the Subordinated Indenture with respect to the
indebtedness evidenced by Subordinated Debt Securities, to the payment of all
Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for the subordination provisions) be payable or deliverable
in respect of Subordinated Debt Securities (including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of Protective Life being subordinated to the payment of
Subordinated Debt Securities) shall be paid or delivered directly to the holders
of Senior Indebtedness, or to their representative or trustee, in accordance
with the priorities then existing among such holders until all Senior
Indebtedness shall have been paid in full. No present
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or future holder of any Senior Indebtedness shall be prejudiced in the right to
enforce subordination of the indebtedness evidenced by Subordinated Debt
Securities by any act or failure to act on the part of Protective Life.
Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Indebtedness then outstanding. Upon the payment in
full of all Senior Indebtedness, the holders of Subordinated Debt Securities
shall be subrogated to all the rights of any holders of Senior Indebtedness to
receive any further payments or distributions applicable to the Senior
Indebtedness until all Subordinated Debt Securities shall have been paid in
full, and such payments or distributions received by any holder of Subordinated
Debt Securities, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between Protective Life and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the holders of Subordinated
Debt Securities, on the other, be deemed to be a payment by Protective Life on
account of Senior Indebtedness, and not on account of Subordinated Debt
Securities.
The Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Subordinated Debt
Securities, may be changed prior to such issuance. Any such change would be
described in the Prospectus Supplement relating to such Subordinated Debt
Securities.
DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable Prospectus Supplement, Protective Life may
elect either (i) to defease and be discharged from any and all obligations with
respect to the Debt Securities of or within any series (except as otherwise
provided in the relevant Indenture) ("defeasance") or (ii) to be released from
its obligations with respect to certain covenants applicable to the Debt
Securities of or within any series ("covenant defeasance"), upon the deposit
with the relevant Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or Government Obligations which through the payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient, without reinvestment, to pay the principal of and any premium
or interest on such Debt Securities to Maturity or redemption, as the case may
be, and any mandatory sinking fund or analogous payments thereon. As a condition
to defeasance or covenant defeasance, Protective Life must deliver to the
Trustee an Officer's Certificate and an Opinion of Counsel to the effect that
the Holders of such Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such Opinion of Counsel, in
the case of defeasance under clause (i) above, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable federal income
tax law occurring after the date of the relevant Indenture. Additional
conditions to defeasance include (x) delivery by Protective Life to the Trustee
of an Officer's Certificate to the effect that neither such Debt Securities nor
any other Debt Securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such defeasance, (y) no Event of
Default with respect to such Debt Securities or any other Debt Securities
occurring or continuing at the time of such defeasance or, in the case of
certain bankruptcy Events of Default, at any time on or prior to the 90th day
after the date of such defeasance and (z) such defeasance not resulting in the
trust arising from the deposit of any moneys in respect of such defeasance
constituting an "investment company" within the meaning of the Investment
Company Act unless such trust shall be registered under such Act or exempt from
registration thereunder. (Article 4 of each Indenture.) If indicated in the
applicable Prospectus Supplement, in addition to obligations of the United
States or an agency or instrumentality thereof, Government Obligations may
include obligations of the government or an agency or instrumentality of the
government issuing the currency or currency unit in which Debt Securities of
such series are payable. (Sections 1.1 and 3.1 of each Indenture.)
In addition, with respect to the Subordinated Indenture, in order to be
discharged no event or condition shall exist that, pursuant to certain
provisions described under "-- Subordination under the
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<PAGE>
Subordinated Indenture" above, would prevent Protective Life from making
payments of principal of (and premium, if any) and interest on Subordinated Debt
Securities and coupons appertaining thereto at the date of the irrevocable
deposit referred to above. (Section 4.6 of the Subordinated Indenture.)
Protective Life may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If Protective Life exercises its defeasance option, payment of such Debt
Securities may not be accelerated because of a Default or an Event of Default.
If Protective Life exercises its covenant defeasance option, payment of such
Debt Securities may not be accelerated by reason of a Default or an Event of
Default with respect to the covenants to which such covenant defeasance is
applicable. However, if such acceleration were to occur by reason of another
Event of Default, the realizable value at the acceleration date of the money and
Government Obligations in the defeasance trust could be less than the principal
and interest then due on such Debt Securities, in that the required deposit in
the defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
THE TRUSTEES
The Bank of New York is the Trustee under the Senior Indenture. AmSouth Bank
N.A. is the Trustee under the Subordinated Indenture. Protective Life may also
maintain banking and other commercial relationships with each of the Trustees
and their affiliates in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK OF PROTECTIVE LIFE
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of Protective Life is 84,000,000 shares,
consisting of:
(a) 3,850,000 shares of Preferred Stock, par value $1.00 per share, of
which no shares are outstanding;
(b) 150,000 shares of Junior Participating Cumulative Preferred Stock,
par value $1.00 per share (the "Junior Preferred Stock"), of which no shares
are outstanding; and
(c) 80,000,000 shares of Common Stock, par value $.50 per share (the
"Common Stock"), of which 13,702,958 shares were outstanding as of March 31,
1994.
In general, the classes of authorized capital stock are afforded preferences
with respect to dividends and liquidation rights in the order listed above. The
Board of Directors of Protective Life is empowered, without approval of the
stockholders, to cause the Preferred Stock to be issued in one or more series,
with the numbers of shares of each series and the rights, preferences and
limitations of each series to be determined by it. The specific matters that may
be determined by the Board of Directors include the dividend rights, conversion
rights, redemption rights and liquidation preferences, if any, of any wholly
unissued series of Preferred Stock (or of the entire class of Preferred Stock if
none of such shares have been issued), the number of shares constituting any
such series and the terms and conditions of the issue thereof. The descriptions
set forth below do not purport to be complete and are qualified in their
entirety by reference to the Restated Certificate of Incorporation of Protective
Life, as amended (the "Restated Certificate of Incorporation").
No holders of any class of Protective Life's capital stock are entitled to
preemptive rights.
PREFERRED STOCK
The particular terms of any series of Preferred Stock offered hereby
("Offered Preferred Stock") will be set forth in the Prospectus Supplement
relating thereto. The rights, preferences, privileges and restrictions,
including dividend rights, voting rights, terms of redemption and liquidation
preferences, of the Offered Preferred Stock of each series will be fixed or
designated pursuant to a certificate of designation adopted by the Board of
Directors or a duly authorized committee thereof. The description of the terms
of a particular series of Offered Preferred Stock that will be set forth in a
Prospectus Supplement does not purport to be complete and is qualified in its
entirety by reference to the certificate of designation relating to such series.
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<PAGE>
JUNIOR PREFERRED STOCK
The Junior Preferred Stock may be issued to holders of the Common Stock
under certain circumstances pursuant to rights granted under Protective Life's
Rights Agreement, dated July 13, 1987, entered into with AmSouth Bank N.A. (the
"Share Purchase Rights Plan"). Protective Life can redeem the rights at $.01 per
right (subject to adjustment to reflect any stock split, stock dividend or
similar transaction) until the earlier of July 28, 1997 (expiration date of
rights) or ten business days following a public announcement that 20% or more of
the Common Stock has been acquired by one or more associated or affiliated
persons. If, after the rights become exercisable, Protective Life becomes
involved in a merger or certain other major corporate transactions, each right
then outstanding (other than those held by the 20% holder) would entitle its
holder to buy from Protective Life or its successor Common Stock of the acquiror
or Protective Life or its successor worth twice the exercise price.
CERTAIN OTHER PROVISIONS OF PROTECTIVE LIFE'S
RESTATED CERTIFICATE OF INCORPORATION
Protective Life's Restated Certificate of Incorporation contains a "fair
price" provision which generally requires that certain "Business Combinations"
with a "Related Person" (generally the beneficial owner of at least 20 percent
of Protective Life's voting stock) be approved by the holders of at least 80
percent of Protective Life's voting stock and the holders of at least 67 percent
of the voting stock held by stockholders other than such Related Person, unless
(a) the transaction is approved by at least a majority of the "Continuing
Directors" of Protective Life, or (b) the Business Combination is either a
"Reorganization" or a Business Combination in which Protective Life is the
surviving corporation and, in either event, the cash or fair market value of the
property, securities or other consideration to be received per share as a result
of the Business Combination by holders of the Common Stock of Protective Life
other than the Related Person is not less than the highest per share price (with
appropriate adjustments for recapitalizations and for stock splits, stock
dividends and like distributions) paid by such Related Person in acquiring any
holdings of Protective Life's Common Stock either in or subsequent to the
transaction or series of transactions by reason of which the Related Person
became a Related Person. Protective Life's Restated Certificate of Incorporation
defines "Business Combination" as (i) any Reorganization of Protective Life or a
subsidiary of Protective Life, (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a pledge, mortgage or any other
security device, of all or any "Substantial Part" of the assets either of
Protective Life or of a subsidiary of Protective Life, (iii) any sale, lease,
exchange, transfer or other disposition of all or any "Substantial Part" of the
assets of an entity to Protective Life or a subsidiary of Protective Life, (iv)
the issuance of any securities of Protective Life or any subsidiary of
Protective Life except if such issuance were a stock split, stock dividend or
other distribution pro rata to all holders of the same class of voting stock,
(v) any recapitalization or reclassification of Protective Life's securities
(including any reverse stock split) that would have the effect of increasing the
voting power of an entity and (vi) any agreement, contract, plan or other
arrangement providing for any of the transactions described in the definition of
Business Transaction. "Continuing Director" is defined to mean a director who
was a member of the Board of Directors of Protective Life immediately prior to
the time such Related Person became a Related Person. "Substantial Part" is
defined as more than 20 percent of the fair market value of the total assets of
the corporation in question, as determined in good faith by a majority of the
Continuing Directors as of the end of its most recent fiscal year ending prior
to the time the determination is being made. "Reorganization" is defined to mean
a merger, consolidation, plan of exchange, sale of all or substantially all of
the assets (including, as pertains to a subsidiary of Protective Life, bulk
reinsurance or cession of substantially all of its policies and contracts) or
other form of corporate reorganization pursuant to which shares of voting stock,
or other securities of the subject corporation, are to be converted or exchanged
into cash or other property, securities or other consideration.
GENERAL
The foregoing statements are summaries of certain provisions contained in
the Restated Certificate of Incorporation of Protective Life, the form of which
is filed as an exhibit to the Registration Statement of
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which this Prospectus is a part. They do not purport to be complete statements
of all the terms and provisions of the Restated Certificate of Incorporation,
and reference is hereby made to the Restated Certificate of Incorporation for
full and complete statements of such terms and provisions, including the
definitions of certain terms used herein. Whenever reference has been made to
the Restated Certificate of Incorporation, such Restated Certificate of
Incorporation shall be deemed to be incorporated in such statements as a part
thereof and such statements are qualified in their entirety by such reference.
The transfer agent and registrar of the Common Stock is AmSouth Bank NA.
DESCRIPTION OF PREFERRED SECURITIES OF PLC CAPITAL
PLC Capital is authorized to issue from time to time Preferred Securities in
one or more series, with such dividend rights, liquidation preferences,
redemption provisions, voting rights and other rights, powers and duties as
shall be established by the L.L.C. Agreement and written actions (the "Actions")
taken, or to be taken, by the Managing Member establishing such rights, powers
and duties (which Actions, when taken, constitute an amendment and supplement
to, and become a part of, the L.L.C. Agreement). The L.L.C. Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part, and a copy of the Action relating to Preferred Securities of any series
will be filed with the Commission at or prior to the time of the sale of the
Preferred Securities of such series. Preferred Securities will be issued in
registered form only.
The Managing Member is authorized, subject to the provisions of the L.L.C.
Agreement, to establish by Actions for each series of Preferred Securities, and
the applicable Prospectus Supplement shall set forth with respect to such
series: (i) the maximum number of Preferred Securities to constitute such series
and the distinctive designation thereof; (ii) the dividend rate, the conditions
and dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class of
Membership Securities or on any other series of Preferred Securities, and
whether such dividends shall be cumulative or noncumulative; (iii) whether the
Preferred Securities of such series shall be subject to redemption, and, if so,
the times, prices and other terms and conditions thereof; (iv) the rights of the
holders of Preferred Securities of such series upon the dissolution, liquidation
or winding-up of PLC Capital; (v) whether the Preferred Securities of such
series shall be subject to a retirement or sinking fund, and, if so, the extent,
terms and provisions relative to the operation thereof; (vi) whether the
Preferred Securities of any series shall be convertible into, or exchangeable
for, Membership Securities of any other class or series or securities of any
other kind, including securities issued by Protective Life or any of its
affiliates, and, if so, the price or rate of conversion or exchange and any
method of adjusting the same; (vii) the limitations and restrictions, if any, to
be applicable while any Preferred Securities of such series are outstanding upon
the payment of dividends or making of other distributions on, and upon the
purchase, redemption or other acquisition by PLC Capital of, Common Securities
or any other class of Membership Securities or any other series of Preferred
Securities ranking junior to the Preferred Securities of such series either as
to dividends or upon liquidation; (viii) the conditions or restrictions, if any,
upon the creation of indebtedness of PLC Capital or upon the issue of any
additional Membership Securities (including additional Preferred Securities of
such series or of any other series) ranking on a parity with or prior to the
Preferred Securities of such series as to dividends or distributions of assets
upon liquidation; (ix) the voting rights, if any, of Preferred Securities of
such series; and (x) any other relative rights, powers and duties as shall not
be inconsistent with the L.L.C. Agreement. In connection with the foregoing the
Managing Member is authorized to take any action, including amendment of the
L.L.C. Agreement, without the vote or approval of any holder of Preferred
Securities (other than the requisite vote or approval, if any, of holders of any
outstanding series of Preferred Securities to the extent provided in the Action
relating to such series), including any Action to create under the provisions of
the L.L.C. Agreement a class (or series of a class) or group of Membership
Securities that was not previously outstanding.
All Preferred Securities of any one series shall be identical with each
other in all respects, except that Preferred Securities of any one series issued
at different times may differ as to the dates from which dividends, if any,
thereon shall be cumulative. All series of Preferred Securities shall rank
equally and be
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identical in all respects, except as permitted by the L.L.C. Agreement
provisions summarized in the preceding paragraph, and all Preferred Securities
shall rank senior to the Common Securities both as to dividends and upon
liquidation. The Common Securities are also subject to all the rights, powers
and duties of the Preferred Securities as are established in the L.L.C.
Agreement and as shall be established in any Actions of the Managing Member
pursuant to the authority summarized in the preceding paragraph.
DESCRIPTION OF CERTAIN CONTRACTUAL BACK-UP OBLIGATIONS OF PROTECTIVE LIFE
THE GUARANTEE OF CERTAIN PAYMENTS
Protective Life, by an irrevocable and unconditional subordinated guarantee
(the "Guarantee"), will agree, to the limited extent set forth herein and in the
related Prospectus Supplement, to pay in full, to the holders of Preferred
Securities of any series, the Guarantee Payments (as defined below), as and when
due, regardless of any defense, right of set-off or counterclaim which PLC
Capital may have or assert. The Guarantee will constitute a guarantee of payment
and may be enforced by holders of Preferred Securities directly against
Protective Life. The following payments to the extent not made by PLC Capital
(the "Guarantee Payments") will be subject to the Guarantee (without
duplication): (i) any accumulated and unpaid dividends which have theretofore
been declared on the Preferred Securities of such series out of funds held by
PLC Capital and legally available therefor; (ii) the redemption price (including
all accumulated and unpaid dividends whether or not declared) payable, out of
funds held by PLC Capital and legally available therefor, with respect to any
Preferred Securities of such series called for redemption by PLC Capital; and
(iii) in the event of any dissolution, liquidation or winding-up of PLC Capital,
the lesser of (a) the aggregate of the liquidation preference of the Preferred
Securities of such series and all accumulated and unpaid dividends (whether or
not declared) to the date of payment and (b) the amount of remaining assets of
PLC Capital legally available to holders of Preferred Securities of such series.
In addition, Protective Life will unconditionally and irrevocably guarantee, in
the event of any exchange by PLC Capital of Preferred Securities for
Subordinated Debentures (to the extent permitted by the Action for such
Preferred Securities), delivery of certificates representing the proper amount
of such Subordinated Debentures in conformity with the Action for such series.
Protective Life's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by Protective Life to the holders of
Preferred Securities of such series or by causing PLC Capital to pay such
amounts to such holders. The Prospectus Supplement relating to a series of
Preferred Securities will describe any additional covenants or other terms of
the Guarantee with respect to such series. The Guarantee will rank PARI PASSU
with Subordinated Debentures and, accordingly, will be subordinate and junior in
right of payment to all Senior Indebtedness in a manner identical to that
described under "Description of Debt Securities of Protective Life --
Subordination under the Subordinated Indenture."
THE GUARANTEE IS NOT A GUARANTEE THAT ANY PARTICULAR DIVIDEND OR AMOUNT ON
LIQUIDATION, DISSOLUTION OR WINDING UP WILL BE PAID; RATHER, THE GUARANTEE IS
SOLELY A GUARANTEE OF PAYMENT OF DIVIDENDS, IF ANY, THAT ARE IN FACT DECLARED
OUT OF FUNDS HELD BY PLC CAPITAL AND LEGALLY AVAILABLE THEREFOR, OF THE
REDEMPTION PRICE PAYABLE, OUT OF FUNDS HELD BY PLC CAPITAL AND LEGALLY AVAILABLE
THEREFOR, WITH RESPECT TO THE PREFERRED SECURITIES OF ANY SERIES CALLED FOR
REDEMPTION BY PLC CAPITAL AND OF AMOUNTS, IF ANY, AVAILABLE FOR DISTRIBUTION TO
THE HOLDERS OF THE PREFERRED SECURITIES OF ANY SERIES UPON LIQUIDATION,
DISSOLUTION OR WINDING UP AFTER SATISFACTION OF ALL CREDITORS OF PLC CAPITAL.
SUBORDINATED DEBENTURES
Protective Life will issue Subordinated Debentures to PLC Capital to
evidence the loans to be made by PLC Capital of the proceeds of (i) Preferred
Securities of each series and (ii) Common Securities and related capital
contributions ("Common Securities Payments"). See "Description of Debt
Securities of Protective Life" for a summary of the material provisions of the
Subordinated Indenture, under which the Subordinated Debentures will be issued.
References to provisions of the Subordinated Indenture in this Prospectus and in
the relevant Prospectus Supplement are qualified in their entirety by reference
to the text of the Subordinated Indenture, a form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part. The
aggregate dollar amount of the Subordinated
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Debentures relating to Preferred Securities of any series will be set forth in
the Prospectus Supplement for such series and will equal the aggregate
liquidation preference of the Preferred Securities of such series, together with
the related Common Securities Payments.
PLAN OF DISTRIBUTION
Protective Life may sell any of the Debt Securities and Preferred Stock, and
PLC Capital may sell any of the Preferred Securities, being offered hereby in
any one or more of the following ways from time to time: (i) through agents;
(ii) to or through underwriters; (iii) through dealers; and (iv) directly by
Protective Life or PLC Capital, as the case may be, to purchasers.
The distribution of the Offered Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Offers to purchase Offered Securities may be solicited by agents designated
by Protective Life or PLC Capital, as the case may be, from time to time. Any
such agent involved in the offer or sale of the Offered Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable by
Protective Life or PLC Capital to such agent will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a reasonable best efforts basis for
the period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the Offered
Securities so offered and sold.
If Offered Securities are sold by means of an underwritten offering,
Protective Life and/or PLC Capital will execute an underwriting agreement with
an underwriter or underwriters at the time an agreement for such sale is
reached, and the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement which will be
used by the underwriters to make resales of the Offered Securities in respect of
which this Prospectus is delivered to the public. If underwriters are utilized
in the sale of the Offered Securities in respect of which this Prospectus is
delivered, the Offered Securities will be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriter at the time of sale. Offered Securities may
be offered to the public either through underwriting syndicates represented by
managing underwriters or directly by the managing underwriters. If any
underwriter or underwriters are utilized in the sale of the Offered Securities,
unless otherwise indicated in the Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
Offered Securities will be obligated to purchase all such Offered Securities if
any are purchased.
If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, Protective Life or PLC Capital, as the case
may be, will sell such Offered Securities to the dealer as principal. The dealer
may then resell such Offered Securities to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer may be deemed
to be an underwriter, as such term is defined in the Securities Act, of the
Offered Securities so offered and sold. The name of the dealer and the terms of
the transaction will be set forth in the Prospectus Supplement relating thereto.
Offers to purchase Offered Securities may be solicited directly by
Protective Life or PLC Capital, as the case may be, and the sale thereof may be
made by Protective Life or PLC Capital, as the case may be, directly to
institutional investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.
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Agents, underwriters and dealers may be entitled under relevant agreements
with Protective Life and/or PLC Capital to indemnification by Protective Life
and/or PLC Capital against certain liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which such agents,
underwriters and dealers may be required to make in respect thereof.
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, Protective Life and its subsidiaries (including
PLC Capital) in the ordinary course of business.
Offered Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for Protective Life or PLC Capital, as the case may be.
Any remarketing firm will be identified and the terms of its agreement, if any,
with Protective Life or PLC Capital and its compensation will be described in
the Prospectus Supplement. Remarketing firms may be deemed to be underwriters,
as such term is defined in the Securities Act, in connection with the Offered
Securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with Protective Life to indemnification or
contribution by Protective Life and/or PLC Capital against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for Protective
Life and its subsidiaries (including PLC Capital) in the ordinary course of
business.
If so indicated in the applicable Prospectus Supplement, Protective Life or
PLC Capital, as the case may be, may authorize agents, underwriters or dealers
to solicit offers by certain institutions to purchase Offered Securities from
Protective Life or PLC Capital, as the case may be, at the public offering
prices set forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on a
specified date or dates. A commission indicated in the applicable Prospectus
Supplement will be paid to underwriters, dealers and agents soliciting purchases
of Offered Securities pursuant to Contracts accepted by Protective Life.
LEGAL OPINIONS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of any Offered Securities offered hereby and of the Guarantee and the
Subordinated Debentures relating to any Preferred Securities of PLC Capital
offered hereby will be passed upon for Protective Life and PLC Capital by
Debevoise & Plimpton, 875 Third Avenue, New York, New York and for any
underwriters or agents by Sullivan & Cromwell, 125 Broad Street, New York, New
York. Debevoise & Plimpton and Sullivan & Cromwell may rely upon Richards,
Layton & Finger, P.A., special Delaware counsel to Protective Life and PLC
Capital, as to all matters of Delaware law relating to any Preferred Securities.
EXPERTS
The consolidated balance sheets of Protective Life as of December 31, 1993
and 1992 and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31, 1993
and the related financial statement schedules which are incorporated by
reference or included in Protective Life's Annual Report on Form 10-K for the
year ended December 31, 1993 and which have been incorporated by reference in
this Prospectus, have been incorporated herein in reliance on the report, which
includes an explanatory paragraph with respect to changes in Protective Life's
methods of accounting for certain investments in debt and equity securities in
1993 and postretirement benefits other than pensions in 1992, of Coopers &
Lybrand, independent accountants, given on the authority of that firm as experts
in accounting and auditing.
With respect to the unaudited interim financial information for Protective
Life Corporation and subsidiaries for the three-month periods ended March 31,
1994 and 1993 incorporated by reference in this Prospectus, the independent
accountants have reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report included in the Registration Statement of which
this Prospectus forms a part states that they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
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degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their report on the unaudited interim financial information because
that report is not a "report" or a "part" of the Registration Statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of the
Act.
The financial statements of Wisconsin National Life Insurance Company as of
December 31, 1992 and 1991, and for each of the years in the two year period
ended December 31, 1992, incorporated by reference in or included in Protective
Life's Current Report on Form 8-K, dated August 4, 1993, have been incorporated
herein by reference in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Protective Life Corporation........................ S-3
Investment Consideration........................... S-5
Recent Developments................................ S-5
Capitalization of Protective Life.................. S-6
Use of Proceeds.................................... S-6
Selected Consolidated Financial Data of Protective
Life Corporation.................................. S-7
Description of the Senior Notes.................... S-9
Underwriting....................................... S-11
PROSPECTUS
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
Protective Life Corporation........................ 3
PLC Capital L.L.C.................................. 4
Use of Proceeds.................................... 4
Ratios of Consolidated Earnings to Fixed Charges... 4
Description of Debt Securities of Protective
Life.............................................. 5
Description of Capital Stock of Protective Life.... 13
Certain Other Provisions of Protective
Life's Restated Certificate of
Incorporation..................................... 14
Description of Preferred Securities of PLC
Capital........................................... 15
Description of Certain Contractual Back-Up
Obligations of Protective Life.................... 16
Plan of Distribution............................... 17
Legal Opinions..................................... 18
Experts............................................ 18
</TABLE>
$75,000,000
PROTECTIVE LIFE CORPORATION
7.95% SENIOR NOTES DUE
JULY 1, 2004
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
ALEX. BROWN & SONS
INCORPORATED
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