<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2492236
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DEBORAH J. LONG
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time, after the effective date of this Registration Statement in
accordance with the Protective Life Corporation Deferred Compensation Plan for
Sales Managers, Agents, and Representatives.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
-----------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Title of each class of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price per unit aggregate offering price registration
registered registered (1) (1) fee (1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.50 Par Value . . . 100,000 $24.09 $2,409,000 $831
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(c) under the
Securities Act of 1933 and are based upon the closing price per share of
the Registrant's Common Stock as reported by the New York Stock Exchange on
May 25, 1995, adjusted for a 2-for-1 stock split on June 1, 1995.
</TABLE>
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
CROSS REFERENCE SHEET
(PURSUANT TO ITEM 501(B))
<TABLE>
<CAPTION>
Items in Part I of Form S-3 Prospectus Heading in Prospectus
- -------------------------------------- ----------------------------------
<S> <C>
1. Forepart of Registration Statement Front Cover Page
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Available Information; Information
Pages of Prospectus Incorporated by Reference
3. Summary Information, Risk Factors Summary; The Company
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Summary; The Plan
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Summary; The Plan
9. Description of Securities To Be Registered Not Applicable
10. Interests of Named Experts and Counsel Legal Matters, Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Information Information Incorporated by Reference
By Reference
13. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities
</TABLE>
<PAGE>
PROSPECTUS
- -------------------------------------------------------------------------------
PROTECTIVE LIFE CORPORATION
DEFERRED COMPENSATION PLAN
FOR SALES MANAGERS, AGENTS, AND REPRESENTATIVES
PARTICIPATION IN THE PLAN IS OFFERED ON THE BASIS SET
FORTH HEREIN TO ELIGIBLE SALES MANAGERS,
AGENTS, AND REPRESENTATIVES OF
PROTECTIVE LIFE CORPORATION
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE
FOR NORTH CAROLINA INVESTORS: THE SECURITIES OFFERED HEREBY
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.
This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933. No person has been authorized
to give any information or to make any representations, other than as contained
herein, in connection with the offer contained in this Prospectus, and if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any state in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so,
or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any purchases made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of Protective Life Corporation since the date of this Prospectus.
THE DATE OF THIS PROSPECTUS IS JUNE 1, 1995
1
<PAGE>
AVAILABLE INFORMATION
Protective Life Corporation (the "Company") 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 "SEC"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the SEC
located at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained at prescribed rates by writing to the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and may
also be obtained free of charge upon written or oral request to Protective Life
Corporation, P. O. Box 2606, Birmingham, Alabama 35202; telephone (205) 879-
9230.
The Company has filed with the SEC a Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering the shares of the Company's Common Stock, par value
$.50 per share (the "Common Stock"), to be issued in connection with the
Protective Life Corporation Deferred Compensation Plan for Sales Managers,
Agents, and Representatives (the "Plan"). This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. The Registration Statement and any amendments thereto,
including exhibits filed as a part thereof, are available for inspection and
copying as set forth above. Statements contained in this Prospectus or in any
document incorporated in this Prospectus by reference as to the contents of any
other document referred to herein or therein are not necessarily complete, and
in each instance reference is made to the copy of such other document filed as
an exhibit to the Registration Statement or such other document, each such
statement being qualified and amplified in all respects by the complete contents
of such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents of the Company, heretofore filed with the SEC
pursuant to the Exchange Act, are incorporated by reference herein:
(1) Annual Report on Form 10-K for the year ended December 31, 1994
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
(3) Current Report on Form 8-K, dated February 16, 1995
(4) Current Report on Form 8-K, dated April 27, 1995
(5) Registration Statements on Form 8-A, dated September 7, 1993 for
Common Stock of the same class registered hereunder, and for junior
participating cumulative preferred stock
All reports and other documents filed with the SEC by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
2
<PAGE>
This Prospectus incorporates by reference documents relating to the Company
which are not presented herein or delivered herewith. Copies of any such
documents, other than appendices or exhibits to such documents unless
specifically incorporated herein, are available without charge to any person,
including any beneficial owner, to whom this Prospectus is delivered upon
written or oral request to Protective Life Corporation, P. O. Box 2606,
Birmingham, Alabama 35202, telephone: (205) 879-9230.
3
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS, THE APPENDICES HERETO AND IN
THE DOCUMENTS AND FINANCIAL STATEMENTS INCORPORATED INTO THIS PROSPECTUS BY
REFERENCE. UNLESS THE CONTEXT INDICATES OTHERWISE, THE "COMPANY" REFERS TO
PROTECTIVE LIFE CORPORATION, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES.
THE COMPANY
Protective Life Corporation, 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, founded in 1907, is the Company's principal operating subsidiary.
The Company's principal executive offices are located at 2801 Highway 280
South, Birmingham, Alabama 35223, and its telephone number is (205) 879-9230.
For further information about the business and operations of the Company,
including factors which may affect its future results, reference is made to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and
the Company's other reports incorporated therein and herein by reference. See
"Information Incorporated by Reference."
THE PLAN
Regional sales managers, agents, sales representatives, and other persons
who (i) have been selected by the Company, and (ii) who are not employees of the
Company shall be eligible to participate in the Protective Life Corporation
Deferred Compensation Plan for Sales Managers, Agents, and Representatives (the
"Plan"). Any eligible person who elects to participate in the Plan
("Participant") may thereby defer the receipt of all or any portion of bonuses,
commissions, or other compensation specified as eligible for deferral (the
"Deferrable Compensation") in accordance with the terms of the Plan and any
rules or regulations established thereunder.
The Company shall establish a deferred compensation account (the "Account")
for each Participant. Each Participant shall elect to have Deferrable
Compensation actually deferred credited to his or her Account either as a cash
allotment or as a stock allotment, or a portion to each. If a stock allotment
is elected in whole or in part, the Account shall be credited with an amount of
stock equivalents that is equal to the number of full and fractional shares of
the Company's Common Stock that could be purchased with the dollar amount of the
stock allotment based on the Average Daily Closing Price (as defined in the
Plan) for a share of Common Stock for the twenty trading days preceding the date
the Account is credited with such allotment. The Participant's Account shall
also be credited with interest with respect to cash allotments and dividends
with respect to stock allotments. Interest on any cash allotments shall be
credited as of the last day of each calendar month based on the Average Daily
Balance (as defined in the Plan) during such month at a rate equal to the 30-Day
London Interbank Offered Rate (LIBOR) for the last day of the immediately
preceding calendar month. Dividends paid on stock allotments will be credited
to a Participant's Account in the form of additional stock equivalents.
4
<PAGE>
From time to time certain Participants may be selected to receive a special
supplemental bonus outside the terms of the Plan which is designated as
Deferrable Compensation (a "Supplemental Bonus"). In the event a Participant
elects to defer a Supplemental Bonus, otherwise payable in cash, in the form of
stock equivalents for a period of not less than three years, the Participant
will be entitled to have an additional stock allotment (an "Additional Stock
Allotment") credited to his Account. Such Additional Stock Allotment will equal
100 percent (or such other percentage specified by the Company) of the related
Supplemental Bonus. A Participant's rights with respect to any Additional Stock
Allotments vest at the end of a three-year period which begins on the date the
deferred Supplemental Bonus would otherwise have been payable; provided that the
Participant still has a significant association with the Company, as determined
by the President of the Company or his designee (collectively referred to as the
"President") in his sole discretion. Stock equivalents credited to a
Participant's Account which represent the deferral of a Supplemental Bonus will
be fully vested at the time of deferral. IT IS ANTICIPATED THAT ONLY A LIMITED
NUMBER OF PARTICIPANTS WILL BE SELECTED TO RECEIVE SUPPLEMENTAL BONUSES AND
RECEIPT OF ONE SUPPLEMENTAL BONUS SHALL NOT ENTITLE A PARTICIPANT TO RECEIVE
SUBSEQUENT SUPPLEMENTAL BONUSES.
The balance in the Account shall be paid out to the Participant commencing
on the date which the Participant has specified. Except as otherwise provided
in the Plan, the balance in a Participant's Account shall be paid in a lump sum,
unless the Participant elects, in accordance with the terms of the Plan and any
rules or regulations established thereunder, to receive payment in installments
over a period not to exceed ten years.
Unless the President otherwise determines, in the event the Participant
ceases to have a significant association with the Company, as determined by the
President in his sole discretion, any non-vested Additional Stock Allotments
shall be forfeited by the Participant, and the remaining balance in the Account
shall be payable in a lump sum.
In the event of the death of the Participant prior to distribution of the
entire balance in the Participant's Account, any non-vested Additional Stock
Allotments shall immediately vest, and, unless the President otherwise
determines, the balance in the Account shall become payable in a lump sum.
In the event a Participant becomes disabled or suffers a hardship, the
President may, in his sole discretion, upon written request, accelerate the
payment commencement date and/or payment schedule with respect to the balance in
a Participant's Account. Unless the President shall otherwise determine, any
non-vested Additional Stock Allotments associated with amounts paid on an
accelerated basis due to hardship shall be forfeited.
Distribution of any amount credited to the Account on a cash basis shall be
made in cash. Distribution of stock equivalents in the Account shall be made in
whole shares of the Company's Common Stock; fractional shares shall be paid in
cash. The value of the distribution with respect to stock equivalents will
depend on the value of the Company's Common Stock at the time of distribution
and as such is subject to market fluctuations in the Company's Common Stock.
Notwithstanding any other provision of the Plan, if a Change in Control (as
defined in the Company's Shareholders Rights Plan, as in effect from time to
time) occurs, at any time after the occurrence of certain other events, any
Additional Stock Allotments shall vest immediately to the Participant, and the
balance in the Account shall be payable in a lump sum to the Participant with
the distribution with respect to stock equivalents to be made in cash in
accordance with the terms of the Plan.
5
<PAGE>
The Participant shall not have any interest in any fund or specific asset
of the Company by reason of amounts credited to the Participant's Account.
Distributions under the Plan will be made from the general funds of the Company,
and the rights of the Participants are those of an unsecured general creditor of
the Company. No Participant shall have the right to exercise any of the rights
or privileges of a shareholder with respect to any stock equivalents credited to
their Account.
THE PROTECTIVE LIFE CORPORATION DEFERRED COMPENSATION PLAN FOR SALES
MANAGERS, AGENTS, AND REPRESENTATIVES IS ATTACHED HERETO AS APPENDIX A IN ITS
ENTIRETY. RECIPIENTS OF THIS PROSPECTUS, WHO ARE CONSIDERING PARTICIPATING IN
THE PLAN, ARE URGED TO READ APPENDIX A.
RESALES OF COMPANY COMMON STOCK
The Company's Common Stock to be issued in connection with the Plan has
been registered under the Securities Act. All shares of the Company's Common
Stock received will be freely transferable by those Participants not deemed to
be "Affiliates" of the Company. "Affiliates" are generally defined as persons
who control, are controlled by, or are under common control with, the Company
(generally, certain executive officers and directors).
USE OF PROCEEDS
Upon and to the extent of the election of Participants to participate in
this offering, the Company will be relieved of, in the case of deferrals into
stock equivalents, or will be able to postpone, in the case of cash deferrals,
its obligation to make cash payments otherwise due and owing to the
Participants.
MARKET PRICES AND DIVIDEND DATA
The Company's Common Stock is listed and principally traded on the New York
Stock Exchange (the "NYSE") (NYSE symbol: PL). The following table sets forth,
for the periods indicated, the range of high and low closing sale prices per
share of the Company's Common Stock, as reported on the NYSE, and the dividend
history of the Company for the periods indicated.
The declaration and payment of cash dividends by the Company is made at the
discretion of the Company's Board of Directors. The Company (or its
predecessor) has paid cash dividends each year since 1926 and each quarter since
1934.
On May 1, 1995 the Company's Board of Directors approved a 2-for-1 stock split
in the form of a 100% stock dividend to be distributed June 1, 1995. The market
prices and dividends in the following table have been restated to reflect the 2-
for-1 stock split.
<TABLE>
<CAPTION>
HIGH LOW CASH DIVIDENDS
---- --- --------------
<S> <C> <C> <C>
Year Ended December 31, 1994:
First Quarter . . . . . . . . . . . $23.06 $20.25 $0.13
Second Quarter. . . . . . . . . . . 23.44 18.44 0.14
Third Quarter . . . . . . . . . . . 22.13 19.88 0.14
Fourth Quarter. . . . . . . . . . . 24.31 19.88 0.14
Year Ended December 31, 1995:
First Quarter . . . . . . . . . . . $24.25 $21.38 $0.14
</TABLE>
6
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth certain historical financial information of
the Company as of March 31, 1995 and for the three-month periods ended March 31,
1995 and 1994 and as of and for each of the fiscal years in the five year period
ended December 31, 1994. This selected historical financial information is, in
part, based upon, derived from, and should be read in conjunction with, and is
qualified in its entirety by reference to, the historical consolidated financial
statements of the Company, and the related notes therein, incorporated in this
Prospectus by reference. See "INFORMATION INCORPORATED BY REFERENCE." Interim
unaudited information for the Company for the three-month periods ended March
31, 1995 and 1994, reflect, in the opinion of the management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation.
Results for the three months ended March 31, 1995, are not necessarily
indicative of results which may be expected for any other interim period or for
the year as a whole.
7
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 YEAR ENDED DECEMBER 31
------------------ -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums and policy fees . . . . . . . . $ 90,562 $ 89,437 $402,772 $370,758 $323,136 $273,975 $248,448
Net investment income. . . . . . . . . . 112,663 100,248 417,825 362,130 284,069 233,502 136,995
Realized investment gains (losses) . . . 2,619 2,297 6,298 5,054 (14) (3,085) (3,154)
Other income . . . . . . . . . . . . . . 4,919 3,562 21,553 21,695 18,835 11,556 8,197
-------- -------- -------- -------- -------- -------- --------
Total revenues. . . . . . . . . $210,763 $195,544 $848,448 $759,637 $626,026 $515,948 $390,486
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Benefits and expenses. . . . . . . . . . $181,191 $171,165 $742,275 $674,593 $566,079 $464,245 $350,204
Income tax expense . . . . . . . . . . . $9,759 $7,801 $33,976 $28,475 $17,384 $14,477 $11,279
Minority interest. . . . . . . . . . . . $804 $1,796 $19 $90 $1,437 $870
Net income . . . . . . . . . . . . . . . $19,009 $16,578 $70,401 $56,550(1) $41,420(2) $35,789 $28,133
PER SHARE DATA(3)
Net income (4) . . . . . . . . . . . . . $0.69 $0.61 $2.57 $2.07(1) $1.52(2) $1.31 $1.03
Cash dividends . . . . . . . . . . . . . $0.14 $0.13 $0.55 $0.505 $0.45 $0.41 $0.365
Weighted average number of
shares outstanding . . . . . . . . . . 27,599,922 27,389,792 27,392,936 27,381,578 27,315,986 27,298,062 27,223,292
Stockholders' equity . . . . . . . . . . $12.67 $11.64 $9.86 $13.17 $10.28 $ 9.22 $ 8.15
Stockholders' equity excluding
unrealized gains and losses. . . . . . $14.76 $12.23 $13.78 $11.74 $10.16 $ 9.08 $ 8.17
on investments
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31
MARCH 31 --------------------------------------------------------
1995 1994 1993 1992 1991 1990
-------- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets . . . . . . . . . . . . . . $6,450,330 $6,130,284 $5,316,005 $4,006,667 $3,120,290 $2,331,197
Long-term debt . . . . . . . . . . . . . $98,000 $98,000 $137,598 $31,014 $23,548 $2,079
Total debt . . . . . . . . . . . . . . . $124,000 $98,000 $147,118 $88,248 $57,579 $81,145
Monthly income preferred securities(5) . $55,000 $55,000
Stockholders' equity . . . . . . . . . . $364,440 $270,373 $360,733 $281,400 $251,745 $222,326
Stockholders' equity excluding
unrealized gains and losses
on investments . . . . . . . . . . . . $424,491 $377,905 $321,449 $278,244 $247,764 $222,812
<FN>
(1) Reduced by $1,261 or $.05 per share representing a one-time adjustment to
income tax expense due to the change in the corporate income tax rate from
34% to 35%.
(2) Reduced by $1,053 or $.04 per share representing the cumulative effect of
a change in accounting principle for the adoption of SFAS No. 106.
(3) Restated to reflect 2-for-1 stock split on June 1, 1995.
(4) Net income per share is computed using the weighted average number of
shares outstanding during each period.
(5) Reported as "minority interest in consolidated subsidiaries" in the
Company's financial statements.
</TABLE>
8
<PAGE>
TAX EFFECTS OF PLAN PARTICIPATION
Under present laws, regulations, rulings, and case law, if certain
requirements are met, deferrals under the Plan will not be subject to federal
income taxes at the time the deferred amounts are credited to the Participant's
Account. If these requirements are not met, a Participant may be subject to
penalties and may be required to pay interest on taxes that would otherwise be
payable. The Company's independent public accountants have provided the Company
with an opinion that it is more likely than not that the deferrals under the
Plan will not be subject to Federal income taxes at the time such amounts are
credited to the Participant's Account. The Participant will, however, be
subject to federal income and Social Security (or self employment) taxes on his
or her deferred amounts and any earnings or appreciation thereon, at the time
the funds are received (actually or constructively) by the Participant.
Other income taxes, state taxes, estate and inheritance taxes may be
applicable depending upon a Participant's particular circumstances. A
Participant should consult a qualified tax advisor before making any election
permitted by the Plan.
If any amounts deferred pursuant to the Plan are found to have been
includible in the taxable income of a Participant prior to payment of such
amounts from his or her Account, such amounts shall be immediately paid to such
Participant, notwithstanding his or her elections under the Plan.
The Company is not entitled to a tax deduction for any Participant
contributions until such Participant contributions and appreciation of the
contributions are taxable to the Participant.
LEGAL MATTERS
Certain legal matters are being passed upon for the Company by Deborah J.
Long, Senior Vice President and General Counsel, Protective Life Corporation,
2801 Highway 280 South, Birmingham, Alabama 35223.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1994 and
1993 and the related consolidated statements of income, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1994 and
the related financial statement schedules which are incorporated by reference or
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1994 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 the Company'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
L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
With respect to the unaudited interim financial information for the Company
and subsidiaries for the three-month periods ended March 31, 1995 and 1994,
incorporated by reference in this Prospectus, Coopers & Lybrand L.L.P. has
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 degree of reliance on
their report on such information should be restricted in light of the limited
nature of the review procedures applied. Coopers & Lybrand L.L.P. is 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 Coopers & Lybrand L.L.P. within the meaning of Sections 7 and 11 of
the Act.
9
<PAGE>
APPENDIX A
PROTECTIVE LIFE CORPORATION
DEFERRED COMPENSATION PLAN
FOR SALES MANAGERS, AGENTS, AND REPRESENTATIVES
1. ELIGIBILITY AND PURPOSE
Regional sales managers, agents, sales representatives, and other
persons who (i) have been selected by the President of Protective Life
Corporation ("PLC") or his designee (hereinafter collectively referred to as the
"President"), and (ii) who are not employees of PLC or its affiliates (the
"Company") for purposes of the Federal Insurance Contributions Act shall be
eligible to participate in the Protective Life Corporation Deferred Compensation
Plan for Sales Managers, Agents, and Representatives (the "Plan"). Any such
eligible person who elects to participate in the Plan ("Participant") may
thereby defer the receipt of all or any portion of his or her bonuses,
commissions, or other compensation specified by the President as eligible for
deferral (the "Deferrable Compensation").
2. DEFERRAL OF COMPENSATION
A Participant may elect to defer all or any portion of the Deferrable
Compensation by executing a form prescribed by the Company and delivering such
election form to the Company at such date or dates prior to the date the
Deferrable Compensation is determinable, as shall be determined by the
President. The amount attributable to amounts of Deferrable Compensation
actually deferred shall be paid or distributed to the Participant in accordance
with the provisions of Section 6 or Section 7 below. Notwithstanding the
foregoing, the President may at any time suspend the eligibility of any
Participant to make additional deferrals of Deferrable Compensation, but such
suspension will not affect the amounts then credited to the Participant's
Account.
3. DEFERRED COMPENSATION ACCOUNT
The Company shall establish a deferred compensation account (the
"Account") for the Participant. As of the date payment of any Deferrable
Compensation otherwise would have been made to the Participant, the Company
shall credit to the Account, an amount denominated in cash or stock equivalents,
or a combination thereof, as elected by the Participant, that amount of the
Deferrable Compensation which the Participant has elected to defer.
4. CASH OR STOCK ELECTION
(a) As of the date payment of any Deferrable Compensation otherwise would
have been made to a Participant, the amount due the Participant shall be
credited to the Participant's Account either as a cash allotment or as a stock
allotment, or a portion to each, as the Participant shall elect.
(b) If a cash allotment is elected in whole or in part, the Account shall
be credited with the dollar amount of the allotment. Interest (at the rate
described below) on the Average Daily Balance (computed as described below)
shall be credited to the Account as of the last day of each calendar month
ending on or before the date as of which the total balance in the Account has
been paid out in accordance with the provisions of Section 6 or Section 7 below.
The interest rate for each calendar month shall be the 30-Day London Interbank
Offered Rate (LIBOR) for the last business day of the immediately preceding
calendar month as reported on the BLOOMBERG financial news
10
<PAGE>
system. The "Average Daily Balance" shall be the quotient obtained by dividing
the sum of the closing balance in the Account at the end of each calendar day in
a calendar month by the number of days in such calendar month.
(c)(1) If a stock allotment is elected in whole or in part, the Account
shall be credited with a stock equivalent that shall be equal to the number of
full and fractional shares of the Company's Common Stock, par value $0.50 per
share (the "Common Stock"), that could be purchased with the dollar amount of
the allotment using the Average Closing Price (as defined below) of the Common
Stock for the twenty (20) trading days ending on the day preceding the date the
Account is so credited. The "Average Closing Price" of the Common Stock means
the average of the daily closing prices for a share of the Common Stock for the
applicable twenty (20) trading days on the Composite Tape for the New York Stock
Exchange D Listed Stocks, or, if the Common Stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which
the Common Stock is listed, or, if the Common Stock is not listed on any such
Exchange, the average of the daily closing bid quotations with respect to a
share of the Common Stock for such twenty (20) trading days on the National
Association of Securities Dealers, Inc., Automated Quotations Systems or any
system then in use, or, if no such quotations are available, the fair market
value of a share of the Common Stock as determined by a majority of the Board;
provided, however, that if a Change in Control (as defined below) shall have
occurred, then such determination shall be made by a majority of the Continuing
Directors (as defined below).
(2) The Account also shall be credited as of the payment date for each
dividend on the Common Stock with additional stock equivalents computed as
follows: The dividend paid, either in cash or property (other than Common
Stock), upon a share of Common Stock multiplied by the number of share
equivalents in the Account and the product thereof divided by the Average
Closing Price of the Common Stock for the twenty (20) trading days ending on the
day preceding the dividend payment date. In the case of dividends payable in
property, the amount paid shall be based on the fair market value of the
property at the time of distribution of the dividend, as determined by a
majority of the Board; provided; however, that if a Change in Control shall have
occurred, then such determination shall be made by a majority of the Continuing
Directors.
(3) In the event of any change in the Common Stock, upon which the stock
equivalency hereunder is based, by reason of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination or
exchange of shares, or any other change in corporate structure, the number of
shares credited to the Account shall be adjusted in such manner as a majority of
the Board shall determine to be fair under the circumstances; provided, however,
that if a Change in Control (as defined below) shall have occurred, then such
determination shall be made a majority of the Continuing Directors (as defined
in PLC's Shareholders Rights Plan).
5. ADDITIONAL STOCK ALLOTMENTS
To provide certain Participants the opportunity to increase their
stockholdings in PLC, an additional stock allotment may be credited to the
account of a Participant selected by the President (the "Additional Stock
Allotment"). To receive the Additional Stock Allotment, the designated
Participant must elect to defer a special supplemental bonus approved by the
President (and designated as Deferrable Compensation) in the form of stock
equivalents for a period of not less than three years. An Additional Stock
Allotment will equal 100 percent (or such other percentage specified by the
President in his sole discretion) of such supplemental bonus. A Participant's
rights with respect to any Additional Stock Allotments vest at the end of a
three-year period which begins
11
<PAGE>
on the payable date of such Deferrable Compensation; provided that the
Participant still has a significant association with the Company as determined
by the President in his sole discretion. IT IS ANTICIPATED THAT ONLY A LIMITED
NUMBER OF PARTICIPANTS WILL BE SELECTED TO RECEIVE THE ADDITIONAL STOCK
ALLOTMENTS AND RECEIPT OF ONE ADDITIONAL STOCK ALLOTMENT SHALL NOT ENTITLE A
PARTICIPANT TO RECEIVE SUBSEQUENT ADDITIONAL STOCK ALLOTMENTS.
6. DISTRIBUTION
(a) Except as otherwise provided in the Plan or as may be permitted by the
President, at the Participant's election, the balance in the Account shall be
paid out to the Participant commencing on the date which the Participant has
specified on his or her election form. Except as otherwise provided in the
Plan, the balance in a Participant's Account shall be paid in a lump sum, unless
the Participant elects, by executing an election form prescribed by the Company
and delivering such form to the Company at such time as shall be specified by
the President, but in all events in the calendar year prior to the year payments
are to begin, to receive payment in monthly, quarterly, semiannual or annual
installments over a period of years not to exceed ten (10) years (the "Payout
Period"). The amount of each installment shall be determined as of the first
day of the period in which payment is to be made by dividing the then balance in
the Account as of the end of the preceding calendar month by the then remaining
number of payment dates in the Payout Period. The lump sum or first periodic
installment shall be paid by the Company as promptly as is convenient, but not
more than sixty (60) days, following the date specified by the Participant.
(b) Notwithstanding anything contained herein to the contrary, unless the
President otherwise determines, in the event the Participant ceases to have a
significant association with the Company, as determined by the President in his
sole discretion, any non-vested Additional Stock Allotments shall be forfeited
by the Participant, and the remaining balance in the Account shall be payable in
a lump sum.
(c) In the event of the death of the Participant prior to distribution of
the entire balance in the Participant's Account, any non-vested Additional Stock
Allotments shall immediately vest, and, unless the President otherwise
determines, the balance in the Account shall be payable in a lump sum to:
(i) the surviving beneficiary (or surviving beneficiaries in such
proportions as) the Participant may have designated by notice in writing to
the Company unrevoked by a later notice in writing to the Company or, in
the absence of an unrevoked notice,
(ii) the beneficiary (or beneficiaries in such proportions as) the
Participant may have designated by will or, if no beneficiary is
designated,
(iii) the legal representative of the Participant's estate.
In the event a Participant becomes disabled or suffers a hardship, upon
written request from the Participant the payment commencement date and/or
payment schedule with respect to a balance in a Participant's Account may be
accelerated by the President in his sole discretion. With respect to
accelerated payments made due to hardship, unless the President shall otherwise
determine in his sole discretion any non-vested Additional Stock Allotments
associated with such amounts paid to the Participant on an accelerated basis
shall be forfeited by the Participant.
12
<PAGE>
(d) The provisions of the Plan shall apply to and be binding upon the
beneficiaries, distributees and personal representatives and any other
successors in interest of the Participant.
(e) Distribution of any amount credited to the Account on a cash basis
shall be made in cash. Distribution of stock equivalents in the Account shall
be made in whole shares of the Company's Common Stock; fractional shares shall
be paid in cash in an amount equal to the number of fractional shares multiplied
by the Average Closing Price of the Common Stock for the twenty (20) trading
days ending on the day preceding the date of distribution.
(f) The Company shall deduct from all distributions hereunder any taxes
required to be withheld by the federal or any state or local government.
7. ACCELERATION OF DISTRIBUTION
(a) Notwithstanding any other provision of the Plan, if a Change in
Control (as defined in PLC's Shareholders Rights Plan, as in effect from time to
time) occurs and at any time after or in connection with the occurrence of such
Change in Control either of the following events occurs:
(1) the Participant ceases to have a significant association with
the Company (as determined by a majority of the Continuing Directors);
(2) the Plan is terminated; or
(3) the Company's capital structure is changed materially;
then any Additional Stock Allotments shall vest immediately to the Participant,
and the balance in the Account shall be payable in a lump sum to the
Participant. Such payment shall be made by the Company as promptly as
practicable, but not more than thirty (30) days following the date on which the
right to such payment arose.
(b) Distribution with respect to stock equivalents shall be made in cash
in an amount equal to the number of stock equivalents to be distributed
multiplied by the greater of (i) the Average Closing Price of the Common Stock
for the twenty (20) trading days ending on the day preceding the date on which
the right to such distribution arose; (ii) the Average Closing Price of the
Common Stock for the twenty (20) trading days ending on the day preceding the
date of the Change in Control; or (iii) the highest price per share of Common
Stock in the transaction or series of transactions constituting the Change in
Control.
(c) The Company shall promptly reimburse the Participant for all legal
fees and expenses reasonably incurred in successfully seeking to obtain or
enforce any right or benefit provided under this Section 7.
(d) This Section 7 may not be amended or modified after the occurrence of
a Change in Control.
13
<PAGE>
8. MISCELLANEOUS
(a) The election to defer Deferrable Compensation, including, but not
limited to, the allocation of the amount between the cash allotment or the stock
allotment portion of the Account, and the time and manner of distribution, shall
be irrevocable as to amounts earned following the time when the election is made
and shall remain irrevocable until a new election form reflecting a change or
revocation with respect to Deferrable Compensation payable with respect to a
subsequent time period is delivered to the Secretary of the Company. Such
change or revocation shall become effective as to such period as shall be
specified by the President.
(b) Neither the Participant nor any other person shall have any interest
in any fund or in any specific asset of the Company by reason of amounts
credited to the Account of a Participant hereunder, nor the right to exercise
any of the rights or privileges of a shareholder with respect to any stock
equivalents credited to the Account, nor the right to receive any distribution
under the Plan except as and to the extent expressly provided for in the Plan.
Distributions hereunder shall be made from the general funds of the Company, and
the rights of the Participant shall be those of an unsecured general creditor of
the Company.
(c) The interest of the Participant under the Plan shall not be assignable
by the Participant or the Participant's beneficiary or legal representative,
either by voluntary assignment or by operation of law, shall be ineffective to
transfer the Participant's interest; provided, however, that (i) the Participant
may designate a beneficiary to receive any benefit payable under the Plan upon
death, and (ii) the legal representative of the Participant's estate may assign
the Participant's interest under the Plan upon the Participant's death.
(d) Except as provided in Section 7 above, the Company may amend, modify,
terminate or discontinue the Plan at any time; provided, however, that no such
action shall reduce the amounts credited to the Account of the Participant
immediately prior to such action, nor change the time, method or manner of
distribution of such amount, including, without limitation, distribution in
accordance with Section 7, above.
(e) Nothing contained herein shall impose any obligation on the Company to
continue its association with the Participant or shall prevent the termination
of such association with the Participant.
(f) This Plan shall be interpreted by and all questions arising in
connection therewith shall be determined by the President, whose interpretation
or determination, when made in good faith, shall be conclusive and binding,
unless a Change in Control shall have occurred, in which case such
interpretation or determination shall be made by a majority of the Continuing
Directors.
(g) If any amounts deferred pursuant to the Plan are found in a
"determination" (within the meaning of Section 1313(a) of the Internal Revenue
Code of 1986, as amended) to have been includible in gross income by a
Participant prior to payment of such amounts from his Participant's Account,
such amounts shall be immediately paid to such Participant, notwithstanding his
elections pursuant to Section 2.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Other expenses in connection with the registration of the securities
hereunder, which will be paid by the Company, will be substantially as follows:
<TABLE>
<CAPTION>
AMOUNT
<S> <C>
SEC Registration Fee $ 831
Accounting Fees and Expenses 5,000
Legal Fees and Expenses 6,000
Blue Sky Fees and Expenses 5,000
Printing Cost for Registration Statement,
Prospectus and Related Documents 1,000
Miscellaneous Expenses 1,000
-------
$18,831
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of the Company's Restated Certificate of
Incorporation, as amended, provides that the Company shall indemnify to the
fullest extent permitted by law any person who is made or is threatened to be
made a party or is involved in any action, suit, or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was a director
or officer of the Company or was serving at the request of the Company as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise.
The Company is empowered by Section 145 of the Delaware General Corporation
Law, subject to the proceedings and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that such person is or was an
officer, employee, agent or director of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company may indemnify
any such person against expenses (including attorneys' fees) in an action by or
in the right of the Company under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Company. To the extent such person is successful on
the merits or otherwise in the defense of
II-1
<PAGE>
any action referred to above, the Company must indemnify him against the
expenses which he actually and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Company under which directors
and officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
As permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
the Company's Restated Certificate of Incorporation also provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by the Company and in force at the time
up to $20 million and against certain liabilities excluded from such liability
insurance. The agreements provide generally that, upon the happening of certain
events constituting a change in control of the Company, the Company must obtain
a $20 million letter of credit upon which the directors may draw for defense or
settlement of any claim relating to performance of their duties as directors.
The Company has similar agreements with certain of its executive officers under
which the Company is required to provide up to $10 million in indemnification,
although this obligation is not secured by a commitment to obtain a letter of
credit.
ITEM 16. EXHIBITS.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and
II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Acceleration of Effectiveness.
Insofar as indemnifications for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons, if
any, of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protective Life
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on June 1, 1995.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ Drayton Nabers, Jr.
--------------------------------------
Chairman of the Board, and
President and Chief Executive Officer
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with Protective Life Corporation indicated:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Drayton Nabers, Jr. Chairman of the Board, and
--------------------------- President and Chief Executive
Drayton Nabers, Jr. Officer (Principal Executive
Officer) and Director June 1, 1995
/s/ John D. Johns Executive Vice President and
--------------------------- Chief Financial Officer
John D. Johns (Principal Financial Officer) June 1, 1995
/s/ Jerry W. DeFoor Vice President and Controller
--------------------------- and Chief Accounting Officer
Jerry W. DeFoor (Principal Accounting Officer) June 1, 1995
* Chairman Emeritus and
--------------------------- Director June 1, 1995
William J. Rushton III
* Director June 1, 1995
---------------------------
John W. Woods
* Director June 1, 1995
---------------------------
William J. Cabaniss, Jr.
* Director June 1, 1995
---------------------------
H. G. Pattillo
* Director June 1, 1995
---------------------------
Edward L. Addison
* Director June 1, 1995
---------------------------
John J. McMahon, Jr.
* Director June 1, 1995
---------------------------
A. W. Dahlberg
* Director June 1, 1995
---------------------------
John W. Rouse, Jr.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Director June 1, 1995
---------------------------
Robert T. David
* Director June 1, 1995
---------------------------
Ronald L. Kuehn, Jr.
* Director June 1, 1995
---------------------------
Herbert A. Sklenar
<FN>
*Drayton Nabers, Jr. by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to Powers of Attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
</TABLE>
/s/ DRAYTON NABERS, JR.
------------------------
Attorney-in-Fact
June 1, 1995
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
*3(b) By-laws of the Company filed as Exhibit C to the Company's Form 10
Registration Statement filed September 4, 1981
*3(b)(1) Amended By-laws of the Company filed as Exhibit B to the Company's
Form 8-K Report filed May 18, 1983
*4(a) 1985 Restated Certificate of Incorporation of the Company filed as
Exhibit 3(a) to the Company's Form 10-K Annual Report for the year
ended December 31, 1993
*4(a)(1) Certificate of Amendment of 1985 Restated Certificate of Incorporation
of the Company filed as Exhibit 3(a)(1) to the Company's Form 10-K
Annual Report for the year ended December 31, 1993
*4(a)(2) Certificate of Designation of Junior Participating Cumulative
Preferred Stock of the Company filed with the Secretary of State of
Delaware on July 14, 1987 and filed as Exhibit A to the Company's Form
8-K Report filed July 15, 1987
*4(a)(3) Certificate of Correction of Certificate of Designation of Junior
Participating Cumulative Preferred Stock of the Company filed with the
Secretary of State of Delaware on July 27, 1987 and filed as Exhibit
3(a)(4) to the Company's Form 10-K Annual Report for the year ended
December 31, 1987
*4(a)(4) Certificate of Amendment of 1985 Restated Certificate of Incorporation
of the Company filed with the Secretary of State of Delaware on May 5,
1994 and filed as Exhibit 3(a)(5) to the Company's Form 10-Q Quarterly
Report for the period ended March 31, 1994
*4(c) Certificate of Formation of PLC Capital L.L.C. ("PLC Capital") filed
as Exhibit 4(c) to the Company and PLC Capital's Registration
Statement No. 33-52831
*4(d) Amended and Restated Limited Liability Company Agreement of PLC
Capital L.L.C. filed as Exhibit 4(d) to the Company and PLC Capital's
Registration Statement No. 33-52831
*4(e) Form of Action establishing series of Preferred Securities (included
as Annex A to Exhibit 4(d))
*4(f) Specimen Preferred Security Certificate (included as Annex B to
Exhibit 4(d))
*4(n) Rights Agreement, dated as of July 13, 1987, between the Company and
AmSouth Bank, as Rights Agent filed as Exhibit 1 to the Company's Form
8-A filed July 15, 1987
*Incorporated by reference
<PAGE>
Exhibit
- -------
5 Opinion of General Counsel of Protective Life Corporation
8 Opinion re: Tax Matters
15 Letter re: unaudited interim financial statements
23.1 Consent of General Counsel of Protective Life Corporation (included in
the opinion filed as Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P. re: Tax Matters (included in the
opinion filed as Exhibit 8)
23.3 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney
<PAGE>
EXHIBIT 5
OPINION OF GENERAL COUNSEL OF PROTECTIVE LIFE CORPORATION
June 1, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
Relating to Protective Life Corporation
Deferred Compensation Plan for
Sales Managers, Agents, and Representatives
Ladies and Gentlemen:
As General Counsel of Protective Life Corporation, a Delaware corporation (the
"Corporation"), I am acting as counsel to the Corporation in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of the
shares of Common Stock, $0.50 par value per share ("Common Stock") available
under the Protective Life Corporation Deferred Compensation Plan for Sales
Managers, Agents, and Representatives (the "Plan").
I am generally familiar with the properties and affairs of the Corporation
(including the Plan). I have also examined those records I deemed necessary for
the purpose of this opinion. On that basis, I am of the opinion that up to
100,000 shares of Common Stock when issued pursuant to the terms of the Plan,
will be legally issued, fully paid and nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Corporation's Registration Statement on Form S-3 relating to the Plan.
Very truly yours,
/s/ Deborah J. Long
- --------------------
Deborah J. Long
General Counsel
<PAGE>
EXHIBIT 8
OPINION RE: TAX MATTERS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Protective Life Corporation
Registration Statement on Form S-3
This letter renders our opinion on the federal income tax consequences of the
Protective Life Corporation Deferred Compensation Plan for Sales Managers,
Agents, and Representatives (the "Plan") to its regional sales managers, agents,
sales representatives, and other persons who participate in the Plan. Unless
the context indicates otherwise, the "Company" refers to Protective Life
Corporation and its subsidiaries.
Income is generally included in the gross income of a taxpayer in the year of
receipt unless the method of accounting used by the taxpayer prescribes that it
be included in another period(1). Therefore, for cash method taxpayers, income
is included in income in the year of receipt. "Receipt" means constructive, as
well as actual, receipt(2). Income is not constructively received when the
taxpayer's control over the receipt is subject to substantial restrictions(3).
Internal Revenue Service ("IRS") guidelines provide that deferred compensation
is generally not taxable to a cash-basis taxpayer until actually received if:
the deferral is agreed to before the services are rendered;
the deferral amount is not unconditionally placed in trust or escrow for
the benefit of the taxpayer; and
the promise to pay the deferred compensation is a contractual obligation
not evidenced by notes or secured in any way(4).
- --------------------------
(1)Internal Revenue Code (IRC) SECTION 451
(2)Reg. SECTION 1.451-1(a)
(3)Reg. SECTION 1.451-2(a)
(4)Revenue Ruling 60-31, 1960-1 C.B. 174
<PAGE>
Under the terms of the Plan all three of these conditions are generally
satisfied. However, we must consider whether the following provisions of the
Plan will result in constructive receipt to the participant prior to actual
receipt of the deferred amounts.
1. ELECTION TO DEFER COMPENSATION AFTER MAJORITY OF SERVICES ARE
RENDERED.
There is authority which states that elections to defer compensation
before the amounts to be deferred are determinable are valid even
though the majority of the services related to the compensation have
already been rendered.(5)
2. DISTRIBUTION UPON DEATH, DISABILITY, OR CEASING TO BE ASSOCIATED WITH
THE COMPANY.
There is ample authority providing that distributions allowable by
reason of death, disability, or ceasing to be associated with the
Company will not cause the deferred compensation to be taxable under
the constructive receipt doctrine(6).
3. DISTRIBUTION UPON CHANGE IN CONTROL AND CERTAIN OTHER EVENTS.
Since the primary condition of a change in control is outside the
participants control, the deferred amounts should not be taxable
before such change in control occurs.(7)
Additionally, the Plan allows a Participant to elect, in the calendar year prior
to the year payments are to begin, an installment payout over a period not to
exceed ten (10) years. It is somewhat uncertain whether the additional period
of deferral that would result from this election will be recognized for tax
purposes. There is case law which supports such additional deferral.(8)
However, it should be noted that the IRS has indicated its position that an
additional deferral of income, once earned and ascertained, should not be
allowed. Accordingly, it is possible that the IRS may attempt to tax all
amounts distributed under the installment election at the end of the initial
deferral period.
As long as the Participants are not employees for federal income tax purposes,
compensation under the Plan will be considered self-employment income and,
therefore, subject to self-employment taxes thereon(9). However, the deferred
amounts will not be subject to self-employment taxes until the point when the
deferred amounts, and any earnings and appreciation thereon, are actually
received and, therefore, subject to income tax, provided the Participant is on
the cash basis of accounting(10).
- ---------------------
(5)VEIT V. COMMISSIONER, 8 T.C. 809 (1947)
(6)Revenue Ruling 60-31, 1960-1 C.B. 174, Revenue Ruling 69-650, 1969-2
C.B. 106, Revenue Ruling 71-419, 1971-2 C.B. 220; Revenue Ruling 54-309, 1954-2
C.B. 261; PLR 9422025, PLR 9424051; PLR 9245015
(7)Revenue Ruling 60-31, 1960-1 C.B. 174; PLR 8418095; Revenue Ruling 71-
419, 1971-2 C.B. 220; PLR 9205033
(8)VEIT V. COMMISSIONER, 8 T.C. 809 (1947); VEIT V. COMMISSIONER, 8 T.C.M.
919 (1949), MARTIN V. COMMISSIONER, 96 T.C. 814 (1991)
(9)Revenue Ruling 54-309, 1954-2 C.B. 261; SECTION 1402(a)
(10)IRC SECTION 1402(a); PLR 942051
<PAGE>
It is our opinion that it is more likely than not that any amounts deferred
under the Plan, in accordance with its present terms, will not be included in
the Participant's taxable income until received by the Participant, provided the
Participant uses the cash method of accounting. At the time of receipt by such
Participant, the total amount (contribution plus earnings and appreciation
during deferral) will be treated as compensation income to the Participant and,
therefore, subject to both federal income and self-employment taxes as well as
any state or local taxes.
We hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement on Form S-3 relating to the Plan.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
June 1, 1995
<PAGE>
EXHIBIT 15
LETTER RE: UNAUDITED INTERIM FINANCIAL STATEMENTS
Securities and Exchange Commission
Washington, D.C. 20549
Re: Protective Life Corporation
Registration Statement on Form S-3
We are aware that our report dated April 26, 1995, except for Note G, as to
which the date is May 1, 1995, on our review of interim financial information of
Protective Life Corporation and Subsidiaries for the three-month periods ended
March 31, 1995 and 1994, is incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the Registration Statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
<PAGE>
EXHIBIT 23.3
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Protective Life Corporation of our report, which includes an
explanatory paragraph with respect to changes in Protective Life Corporation's
methods of accounting for certain investments in debt and equity securities in
1993 and postretirement benefits other than pension in 1992, dated February 13,
1995, on our audits of the consolidated financial statements and financial
statement schedules of Protective Life Corporation and subsidiaries as of
December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993, and
1992. We also consent to the reference to our firm under the caption "Experts"
in the Registration Statement.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
June 1, 1995
<PAGE>
EXHIBIT 24
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and Directors of
Protective Life Corporation, a Delaware corporation (the "Corporation"), hereby
constitute and appoint Drayton Nabers, Jr., John D. Johns, Deborah J. Long, and
Jerry W. DeFoor, and each of them, the true and lawful agents and attorneys-in-
fact of the undersigned with full power and authority in said agents and
attorneys-in-fact, and any one or more of them, to sign for the undersigned and
in their respective names as Officers and as Directors of the Corporation a
Registration Statement on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, and any amendment or amendments to such Registration
Statement, relating to the shares of the Corporation's common stock to be issued
in connection with the Protective Life Corporation Deferred Compensation Plan
for Sales Managers, Agents, and Representatives and the undersigned hereby
ratify and confirm all acts taken by such agents and attorneys-in-fact, or any
one or more of them, as herein authorized.
Dated: May 12, 1995
NAME TITLE
- ---- -----
/s/Drayton Nabers, Jr. Chairman of the Board, and
- ----------------------------
Drayton Nabers, Jr. President, Chief Executive Officer
/s/John D. Johns Executive Vice President
- ----------------------------
John D. Johns and Chief Financial Officer
/s/Deborah J. Long Senior Vice President
- ----------------------------
Deborah J. Long and General Counsel
/s/Jerry W. DeFoor Vice President and Controller,
- ----------------------------
Jerry W. DeFoor and Chief Accounting Officer
/s/William J. Rushton III Chairman Emeritus and Director
- ----------------------------
William J. Rushton III
<PAGE>
NAME TITLE
- ---- -----
/s/John W. Woods Director
- ----------------------------
John W. Woods
/s/William J. Cabaniss, Jr. Director
- ----------------------------
William J. Cabaniss, Jr.
/s/H. G. Pattillo Director
- ----------------------------
H. G. Pattillo
/s/Edward L. Addison Director
- ----------------------------
Edward L. Addison
/s/John J. McMahon, Jr. Director
- ----------------------------
John J. McMahon, Jr.
/s/A. W. Dahlberg Director
- ----------------------------
A. W. Dahlberg
/s/John W. Rouse, Jr. Director
- ----------------------------
John W. Rouse, Jr.
/s/Robert T. David Director
- ----------------------------
Robert T. David
/s/Ronald L. Kuehn, Jr. Director
- ----------------------------
Ronald L. Kuehn, Jr.
/s/Herbert A. Sklenar Director
- ----------------------------
Herbert A. Sklenar
