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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) JULY 31, 1996
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-12332 95-2492236
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 879-9230
N/A
(Former name or former address, if changed since last report.)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
The following exhibits are filed with reference to the
Registration Statements on Form S-3 (Registration Nos. 333-3435,
33-55063 and 33-52831) of Protective Life Corporation and PLC
Capital L.L.C.
1(e) Distribution Agreement, dated as of July 31, 1996, by and between
Protective Life Corporation and Edward D. Jones & Co.
1(e)(1) Terms Agreement, dated as of July 31, 1996, by and between Protective
Life Corporation and Edward D. Jones & Co.
4(g)(2) Supplemental Indenture No. 2, dated as of August 1, 1996, to Senior
Indenture, dated as of July 1, 1994, from Protective Life Corporation
to The Bank of New York.
4(m) Specimen 7.45% Medium-Term Note due August 1, 2011 (included as
exhibit A to exhibit 4(g)(2))
5(c) Opinion of Sutherland, Asbill & Brennan as to the legality of the
securities
8(b) Opinion of Sutherland, Asbill & Brennan as to tax matters (included
in exhibit 5(c ))
23(e) Consent of Sutherland, Asbill & Brennan (included in exhibit 5(c))
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PROTECTIVE LIFE CORPORATION
BY/s/Jerry W. DeFoor
Jerry W. DeFoor
Vice President and Controller
Dated: August 8, 1996
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EXHIBIT 1(e)
DISTRIBUTION AGREEMENT
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
July 31, 1996
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to Edward D. Jones & Co. (the "Agent") its Medium Term Notes
described herein (the "Designated Securities" or the "Notes"). The Notes are to
be issued pursuant to the Senior Indenture (the "Indenture") dated as of June 1,
1994, as supplemented from time to time, including by a certain Indenture
Supplement (the "Supplemental Indenture") to be dated as of August 1, 1996,
between the Company and The Bank of New York, as trustee (the "Trustee").
Certain provisions of the Underwriting Agreement dated June
23, 1994 filed as Exhibit 1(a) to the Company's Current Report on Form 8-K dated
July 1, 1994 and filed July 5, 1994 (the "Underwriting Agreement"), are
incorporated herein by reference, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein, except as expressly provided herein. Each reference in the provisions of
the Underwriting Agreement so incorporated by reference to (i) the
Representatives or the Underwriters, (ii) the Underwriting Agreement and any
Pricing Agreement (as therein defined) or (iii) the Time of Delivery (as therein
defined), shall be deemed to refer to (i) you as the Agent, (ii) this
Distribution Agreement and any Terms Agreement (as herein defined), or (iii) the
date of any acceptance by the Company of any offer to purchase Notes and each
Settlement Date (as herein defined), as the case may be. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
A pricing supplement relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed with the
Commission.
Section 1. Appointment as Agent.
(a) Appointment. Subject to the terms and conditions stated
herein and in the provisions of the Underwriting Agreement incorporated by
reference, including the next sentence of this paragraph (a), the Company hereby
agrees that the Agent will be its agent for the purpose of soliciting and
receiving offers to purchase Notes from the Company. Notwithstanding any
provision of this Agreement to the contrary, the Company shall have the right to
sell Notes
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directly on its own behalf, and may in its discretion solicit and accept offers
to purchase and accept unsolicited offers to purchase Notes directly on its own
behalf or from any broker or dealer not a party to this Agreement (whether
acting as principal or as agent); provided, that any agent engaged by the
Company in connection with a specific purchase of Notes shall be engaged on
terms substantially similar (including the same commission schedule) to the
applicable terms of this Agreement. The Agent acknowledges that, in the case of
any sale of Notes by the Company not resulting from a solicitation made or an
offer to purchase received by such Agent, or arising in connection with a
purchase by such Agent as principal, no commission shall be payable by the
Company to such Agent with respect to such sale.
(b) Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the principal amount
of Notes registered pursuant to the Registration Statement. The Agent will have
no responsibility for maintaining records with respect to the aggregate
principal amount of Notes sold, or of otherwise monitoring the availability of
Notes for sale, under the Registration Statement.
(c) Purchases as Principal. The Agent shall not have any
obligation to purchase Notes from the Company as principal, but the Agent may
agree from time to time to purchase Notes as principal. The Agent is authorized
to engage the services of any other broker or dealer in connection with the
offer or sale of the Notes purchased by the Agent as principal for resale to
others but is not authorized to appoint sub-agents. Any purchase of Notes by the
Agent as principal shall be made in accordance with Section 3(a) hereof.
(d) Solicitations as Agent. If agreed in writing between the
Company and the Agent, the Agent acting solely as agent for the Company and not
as principal will solicit purchases of the Notes. The Agent shall have the
right, in its discretion reasonably exercised, to reject any proposed purchase
of Notes, as a whole or in part, and any such rejection shall not be deemed a
breach of the Agent's agreement contained herein. The Company shall have the
sole right to accept offers to purchase Notes and may reject any proposed
purchase of the Notes, in whole or in part. The Agent shall make reasonable
efforts to assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by the Agent and accepted by the
Company. Except as otherwise provided herein, the Agent shall not have any
liability to the Company in the event any such agency purchase is not
consummated for any reason. If the Company shall default on its obligation to
deliver Notes to a purchaser whose offer it has accepted, the Company shall (i)
hold the Agent harmless against any loss, claim or damage arising from or as a
result of such default by the Company and (ii) notwithstanding such default, pay
to the Agent any commission to which it would be entitled in connection with
such sale.
(e) Reliance. The Company and the Agent agree that any
Notes purchased by the Agent shall be purchased, and any Notes the
placement of which the Agent arranges shall be placed by the Agent, in reliance
on the representations, warranties, covenants and agreements of
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the Company contained or incorporated herein and on the terms and conditions and
in the manner provided or incorporated herein.
Section 2. Representations and Warranties.
The Company represents and warrants to the Agent as of the
date hereof, as of the date of any Terms Agreement, as of the date of each
acceptance by the Company of an offer for the purchase of Notes through the
Agent as agent, and as of the date of each delivery of Notes (whether to the
Agent as principal or through the Agent as agent) (the date of each such
delivery to the Agent as principal being hereafter referred to as a "Settlement
Date"):
(a) Each of the representations and warranties set forth in
the Underwriting Agreement is hereby incorporated herein, except that any
representation or warranty in Section 2 of the Underwriting Agreement which
refers to the Prospectus (as therein defined) shall be deemed to be a
representation or warranty as of the date of this Distribution Agreement, as of
the date of any Terms Agreement, and as of the date of any acceptance by the
Company of any offer to purchase Notes and on each Settlement Date, as the case
may be, in relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Distribution Agreement. Each
reference to the Registration Statement contained in the Underwriting Agreement
shall include the Registration Statement on Form S-3 (No. 333-03435), the
Registration Statement on Form S-3 (No. 33-55063), as amended, as well as the
Registration Statement on Form S-3 (No. 33-52831), as amended.
(b) The Company has complied with all the provisions of
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).
(c) As of the date of this Agreement, the Notes have been
rated A3 by Moody's Investors Service, Inc. and A by Standard & Poor's Ratings
Group. As of the date of any Terms Agreement and any acceptance by the Company
of any offer to purchase Notes and on each Settlement Date, as the case may be,
the Notes have been rated by Moody's Investors Service and Standard & Poor's
Ratings Group.
Any certificate signed by any director or officer of the
Company and delivered to the Agent or to counsel for the Agent in connection
with a sale of Notes through the Agent as agent or the sale of Notes to the
Agent as principal shall be deemed a representation and warranty by the Company
to the Agent as to the matters covered thereby on the date of such certificate.
Section 3. Purchases as Principal; Solicitations as Agents.
(a) Purchases as Principal. Each sale of Notes to the Agent as
principal shall be made in accordance with terms agreed upon by the Agent and
the Company (which terms shall be agreed upon in a separate agreement ("Terms
Agreement") relating to such sale substantially in the form of Annex I to the
Underwriting Agreement, provided that references therein to the
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Underwriting Agreement or the Pricing Agreement shall be replaced by references
to this Distribution Agreement or the Terms Agreement, as the case may be. Each
such purchase of Notes by the Agent shall be made by the Agent with the
intention of reselling them as soon as practicable, in the sole judgment of the
Agent. The Agent shall notify the Company in writing when it has resold all
Notes purchased by the Agent as principal. Each such purchase of Notes, unless
otherwise agreed, shall be at a discount equivalent to the applicable commission
set forth in Schedule A hereto. The Agent may engage the services of any other
broker or dealer in connection with the resale of Notes purchased as principal
and may allow any portion of the discount received in connection with such
purchases from the Company to such brokers and dealers. The Company shall be
advised by the Agent when a purchase of Notes is to be made by the Agent as
principal and at the time of agreement as to the terms of any such purchase, the
Agent shall specify any requirements for the stand-off agreement, officer's
certificate, opinion of counsel and comfort letter pursuant to Sections 4(j),
7(b), 7(c) and 7(d) hereof, respectively.
(b) Solicitations as Agent. When agreed by the Company and the
Agent, the Agent, as an agent of the Company, will use its reasonable efforts to
solicit offers to purchase the Notes upon terms acceptable to the Company at
such times and in such amounts as the Company shall from time to time specify.
All Notes sold through the Agent as agent will be sold at 100% of their
principal amount unless otherwise agreed to by the Company and the Agent.
The Company reserves the right, in its sole discretion, to
suspend solicitation of purchases of the Notes through the Agent, as agent,
commencing at any time for any period of time or permanently. Upon receipt of
instructions from the Company, the Agent will forthwith suspend solicitation of
purchases from the Company until such time as the Company has advised the Agent
that such solicitation may be resumed. While such solicitation is suspended, the
Company shall not be required to deliver any certificates, opinions or letters
pursuant to Section 7 hereof; provided, however, that if the Company shall
thereafter advise the Agent that such solicitation may be resumed, the Company
shall deliver or cause to be delivered to the Agent any certificate, opinion or
letter that is requested by the Agent and that would have been required during
the period of suspension were it not for this paragraph, except that if, during
the period of suspension, the Company shall have filed an Annual Report on Form
10-K, the Agent shall not be entitled to receive any such certificate, opinion
or letter relating to amendments or supplements to the Registration Statement or
the Prospectus made by means of any filing by the Company pursuant to the
Exchange Act prior to the date of filing of such Annual Report on Form 10-K; and
provided, further, that if, at the time such solicitation is suspended, the
Agent owns Notes purchased by it as principal pursuant to this Agreement, the
Company shall be required to continue to deliver such certificates, opinions and
letters to the Agent during the period of suspension until the earlier of (i)
such time as the Agent no longer owns any of such Notes or (ii) 180 days from
the last date on which any of such Notes were purchased from the Company by the
Agent (except that the Company shall, at the request of the Agent, deliver such
certificates, opinions and letters after the date specified in clause (ii), but
not after the date specified in clause (i), if the Agent, notwithstanding the
provisions of Section 10, pays all expenses incident to the
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preparation and delivery of the certificates, opinions and letters that the
Company is required to deliver solely as a consequence of this parenthetical).
The Company agrees to pay the Agent a commission, in the form
of a discount, equal to the applicable percentage of the principal amount of
each Note sold by the Company as a result of a solicitation made by the Agent as
set forth in Schedule A hereto.
(c) Administrative Procedures. The purchase price, interest
rate or formula, maturity date and other terms of the Notes (as applicable)
specified in Exhibit A hereto shall be agreed upon by the Company and the Agent
and set forth in a pricing supplement to the Prospectus to be prepared in
connection with each sale of Notes. Administrative procedures with respect to
the sale of Notes shall be agreed upon from time to time by the Agent, the
Company and the Trustee (the "Procedures"). The Agent and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the Procedures set forth in Exhibit B hereto.
Section 4. Covenants of the Company.
The covenants contained in Section 5(a), (b), (d) and (e) of
the Underwriting Agreement are hereby incorporated herein and shall be deemed
made by the Company with the Agent; provided, that (i) the obligations of the
Company under paragraph (a) of Section 5 shall apply with respect to each offer
and sale of Notes pursuant to this Agreement, and (ii) the nine month limitation
on the Company's obligation to qualify Designated Securities under the
securities laws of a jurisdiction contained in the last clause of paragraph (b)
of Section 5 shall not apply.
The Company also covenants with the Agent as follows:
(a) The Company will notify the Agent immediately of any
change in (or withdrawal of) the rating assigned by any nationally recognized
statistical rating organization to any debt securities of the Company or the
public announcement by any nationally recognized statistical rating organization
that it has under surveillance or review, with possible negative implications,
its rating of any debt securities of the Company.
(b) The Company will furnish the Agent with copies of any
additional registration statements with respect to the registration of
additional Notes, any amendments to the Registration Statement or any amendments
or supplements to the Prospectus a reasonable amount of time prior to such
proposed filing for their review and comment.
(c) The Company will furnish to each Agent as many copies of
the Prospectus (as amended or supplemented) and the documents incorporated by
reference therein as such Agent shall reasonably request so long as such Agent
is required to deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Notes.
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(d) The Company will prepare, with respect to any Notes to be
sold through or to the Agent pursuant to this Agreement, a pricing supplement
with respect to such Notes in a form previously approved by the Agent and will
timely file such pricing supplement pursuant to Rule 424(b) under the Act.
(e) Except as otherwise provided in the last paragraph of this
Section, if at any time during the term of this Agreement any event shall occur
as a result of which it is necessary to amend or supplement the Prospectus in
order to make the Prospectus not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be necessary
to amend or supplement the Registration Statement or the Prospectus in order to
comply with the requirements of the Act or the rules and regulations thereunder,
notice shall be promptly given, and confirmed in writing, to the Agent to cease
the solicitation of offers to purchase the Notes in the Agent's capacity as
agent and to cease sales of any Notes the Agent may then own as principal and,
if so notified by the Company, the Agent shall forthwith suspend such
solicitation and sales. If the Agent then owns Notes purchased by it as
principal pursuant to this Agreement or has agreed to purchase Notes as
principal pursuant to this Agreement, the Company will forthwith amend or
supplement the Registration Statement and the Prospectus, whether by filing
documents pursuant to the Exchange Act, the Act or otherwise, so that, as so
amended or supplemented, the Prospectus will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or to make the Registration Statement and Prospectus comply
with such requirements; the Company will furnish to the Agent a reasonable
number of copies of any amendment or supplement to the Registration Statement or
Prospectus.
(f) Except as otherwise provided in the last paragraph of this
Section, (i) within a reasonable time after the date on which there shall be
released to the general public interim financial statement information related
to the Company with respect to each of the first three quarters of any fiscal
year or preliminary financial statement information with respect to any fiscal
year, the Company shall furnish such information to the Agent, confirmed in
writing, and (ii) the Company shall promptly cause the Prospectus to be amended
or supplemented to include or incorporate by reference financial information
with respect thereto and corresponding information for the comparable period of
the preceding fiscal year, as well as such other information and explanations as
shall be necessary for an understanding thereof or as shall be required by the
Act or the rules and regulations thereunder.
(g) Except as otherwise provided in the last paragraph of this
Section, on the date on which there shall be released to the general public
financial information included in or derived from the audited financial
statements of the Company for the preceding fiscal year, the Company shall cause
the Registration Statement and the Prospectus to be amended, whether by the
filing of documents pursuant to the Exchange Act, the Act or otherwise, to
include or incorporate by reference such audited financial statements and the
report or reports, and consent or consents to such inclusion or incorporation by
reference, of the independent accountants with respect thereto, as well as such
other information and explanations as shall be necessary for an
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understanding of such financial statements or as shall be required by the Act or
the rules and regulations thereunder.
(h) The Company, during the period when the Prospectus is
required to be delivered under the Act, will file promptly all documents
required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act.
(i) The Company will use the net proceeds received by it from
each sale of the Notes in the manner specified in the Prospectus under "Use of
Proceeds."
(j) If specified by the Agent in connection with a purchase by
it of Notes as principal, between the date of any Terms Agreement for the
purchase of such Notes and the Settlement Date with respect to such purchase,
the Company will not, without the Agent's prior written consent, offer or sell,
or enter into any agreement to sell, any debt securities of the Company (other
than the Notes that are to be sold pursuant to such agreement, debt securities
previously agreed to be sold by the Company of which the Agent was advised by
the Company prior to the time of such agreement to purchase and commercial paper
in the ordinary course of business).
(k) (i) So long as any Notes are outstanding, to furnish to
the Agent copies of all reports or other communications (financial or other)
furnished to stockholders, and deliver to the Agent as soon as they are
available, copies of any reports and financial statements furnished to or filed
with the Commission or any national securities exchange on which any class of
securities of the Company is listed or any national automated quotation system;
(ii) except as otherwise provided in the last paragraph of this Section, such
additional information concerning the business and financial condition of the
Company as the Agent may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);
The Company shall not be required to comply with the
provisions of subsections (e), (f), (g) or (k)(ii) of this Section during any
period from the time (i) the Agent shall have suspended solicitation of
purchases of the Notes in its capacity as agent pursuant to a request from the
Company and (ii) the Agent shall not then hold any Notes purchased by it as
principal pursuant hereto, until the time the Company shall determine that
solicitation of purchases of the Notes should be resumed or the Agent shall
subsequently purchase Notes from the Company as principal pursuant hereto.
Section 5. Conditions of Obligations.
The obligations of the Agent to purchase Notes as principal
and to solicit offers to purchase the Notes as agent of the Company, and the
obligations of any purchasers of the Notes sold through the Agent as agent, will
be subject, in the discretion of the Agent, (i) to the condition
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that all representations and warranties and other statements of the Company in
or incorporated by reference into this Agreement relating to such Designated
Securities are, at and as of the date of any Terms Agreement, the date of any
acceptance by the Company of any offer to purchase any Notes and the Settlement
Date for such Designated Securities, true and correct; (ii) to the condition
that the Company shall have performed all of its obligations hereunder
theretofore to be performed; (iii) to the additional conditions set forth in
Section 7 of the Underwriting Agreement, provided that (A) the reference to
Sullivan & Cromwell in paragraph (b) of Section 7 is hereby replaced with Bryan
Cave LLP or such other counsel designated by the Agent, and (B) the reference to
Debevoise & Plimpton in paragraph (d) of Section 7 is hereby replaced with
Sutherland, Asbill & Brennan or such other counsel designated by the Company;
(iv) to the condition that as of the date of any Terms Agreement, the date of
any acceptance by the Company of any offer to purchase any Notes and the
Settlement Date for such Designated Securities, the independent accountants of
the Company who have certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the Registration Statement
shall have furnished to the Agent a letter, dated the date of the Terms
Agreement and a letter dated as of the Settlement Date, respectively, to the
effect set forth in Annex II of the Underwriting Agreement, and with respect to
such letter dated such Settlement Date, as to such other matters as the Agent
may reasonably request and in form and substance satisfactory to the Agent, (v)
to the condition that on the date hereof and the date of any acceptance of any
offer to purchase any Notes or the applicable Settlement Date, as the case may
be, counsel to the Agent shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of enabling such
counsel to pass upon the issuance and sale of Notes as herein contemplated and
related proceedings, or in order to evidence the accuracy and completeness of
any of the representations and warranties, or the fulfillment of any of the
conditions herein contained; and (vi) to the condition that all proceedings
taken by the Company in connection with the issuance and sale of Notes as herein
contemplated shall be reasonably satisfactory in form and substance to the Agent
and to counsel to the Agent.
If any condition specified in or incorporated into this
Section 5 shall not have been fulfilled in all material respects when and as
required to be fulfilled, this Agreement (or, at the option of the Agent, any
Terms Agreement) may be terminated by the Agent by notice to the Company at any
time and any such termination shall be without liability of any party to any
other party, except that provisions of the last two sentences of Section 1(d)
hereof, the covenant set forth in Section 5(d) of the Underwriting Agreement
incorporated herein, the provisions of the last two sentences of Section 6
hereof, the indemnity and contribution agreements incorporated into Sections 8
and 9 hereof, the provisions incorporated into Section 10 hereof, and the
provisions of Sections 11, 14 and 15 hereof shall remain in effect.
Section 6. Delivery of and Payment for Notes Sold through the Agent.
Delivery of Notes sold through the Agent as agent shall be
made by the Company to the Agent for the account of any purchaser only against
payment therefor in immediately available funds. In the event that a purchaser
shall fail either to accept delivery of or to make
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payment for a Note on the date fixed for settlement, the Agent shall promptly
notify the Company and deliver the Note to the Company, and, if the Agent has
theretofore paid the Company for such Note, the Company will promptly return
such funds to the Agent. If such failure occurred for any reason other than
default by the Agent in the performance of its obligations hereunder, the
Company will reimburse the Agent on an equitable basis for its loss of the use
of the funds for the period such funds were credited to the Company's account.
Section 7. [INTENTIONALLY OMITTED]
Section 8. Indemnification.
The terms and provision of Section 8(a), (b), (c) and (e) of
the Underwriting Agreement are hereby incorporated herein.
Section 9. Contribution.
The terms and provisions of Section 8(d) and (e) of the
Underwriting Agreement are hereby incorporated herein.
Section 10. Payment of Expenses.
The terms and provisions of Section 6 of the Underwriting
Agreement are hereby incorporated herein, provided that the qualification
relating to Section 5(c) thereof shall not apply.
Section 11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in or
incorporated into this Agreement or in certificates of officers of the Company
submitted pursuant hereto or thereto, shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Agent or any
controlling person of the Agent, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.
Section 12. Termination.
(a) This Agreement (excluding any Terms Agreement hereunder)
may be terminated for any reason, at any time by the Company or, as to the
Agent, by the Company or the Agent, upon the giving of 15 days' written notice
of such termination to the other parties hereto.
(b) The Agent may terminate any Terms Agreement hereunder,
immediately upon notice to the Company, at any time prior to the Settlement Date
relating thereto (i) if there has been, since the date of such agreement or
since the respective dates as of which information is given in the Registration
Statement, any material adverse change or any development involving
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a prospective material adverse change in the condition, financial or otherwise,
or in the earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has occurred, since the date of such agreement, any
outbreak or escalation of hostilities involving the United States or any change
in United States financial markets or other calamity or crisis affecting the
United States that, in the judgment of such Agent, is material and adverse, or
(iii) if, since the date of such agreement, trading in any securities of the
Company has been suspended by a national securities exchange, or trading
generally on either the American Stock Exchange or the New York Stock Exchange
shall have been suspended, or if, since such date, a general moratorium on
commercial banking activities in New York shall have been declared by Federal or
New York State authorities, or (iv) if, since the date of such agreement, the
rating assigned by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Act, to any
debt securities of the Company shall have been lowered or if, since such date,
any such rating organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
debt securities of the Company, and in the case of any of the events specified
in clause (ii) or (iii), such event, singly or together with any other such
event, makes it, in the judgment of such Agent, impracticable to market the
Notes on the terms and in the manner contemplated by the Prospectus, as amended
or supplemented at the date of the Terms Agreement.
(c) In the event of any termination under this Section 12, the
Company will have no liability to the Agent and the Agent will have no liability
to the Company, except that with respect to any termination under Section 12(a),
(i) the Agent shall be entitled to any commission earned in accordance with the
third paragraph of Section 3(b) hereof, (ii) if at the time of termination (a)
the Agent shall own any Notes purchased by it as principal pursuant to this
Agreement with the intention of reselling them or (b) an offer to purchase any
of the Notes has been accepted by the Company but the time of delivery to the
purchaser or its agents of the Note or Notes relating thereto has not occurred,
the covenants set forth in or incorporated into Section 4 and (in the
circumstance described in clause (b)) Section 7 hereof shall remain in effect
until such Notes are so resold or delivered, as the case may be, (iii) if at the
time of termination the Agent shall own any Notes purchased by it as principal
pursuant to this Agreement with the intention of reselling them, the covenants
set forth in Section 7 hereof shall remain in effect until the earlier of (x)
such time as such Notes are resold or (y) 180 days from the last date on which
any of such Notes were purchased from the Company by the Agent (except that the
Company shall, at the request of the Agent, deliver the certificates, opinions
and letters specified in Section 7 hereof after the date set forth in clause
(y), but not after the date set forth in clause (x), if the Agent,
notwithstanding the provisions of Section 10, pays all expenses incident to the
preparation and delivery of the certificates, opinions and letters that the
Company is required to deliver solely as a consequence of this parenthetical),
and (iv) the provisions of the last two sentences of Section 1(d) hereof, the
covenant set forth in Section 5(d) of the Underwriting Agreement incorporated
herein, the provisions of the last two sentences of Section 6 hereof, the
indemnity and contribution agreements incorporated into Sections 8 and 9 hereof,
the provisions incorporated into Section 10 hereof, and the provisions of
Sections 11, 14 and 15 hereof shall remain in effect.
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Section 13. Notices.
All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Agents shall be directed
as follows:
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Attention: Victoria R. Westall
with a copy to
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Attention: Product Review Department
Bryan Cave LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: James L. Nouss, Jr., Esq.
Notices to the Company shall be directed as follows:
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Attention: Deborah J. Long, Esq.
with a copy to
Sutherland, Asbill & Brennan
999 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Thomas C. Herman, Esq.
or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 13.
Section 14. Governing Law.
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This Agreement and any Terms Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.
Section 15. Parties.
This Agreement and any Terms Agreement shall inure to the
benefit of and be binding upon the Agent and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement or any Terms
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in the provisions
incorporated into Sections 8 and 9 hereof and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof are intended to be for the sole and exclusive
benefit of the parties hereto and respective successors and said controlling
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Notes shall be deemed to be a successor by reason merely of such purchase.
Section 16. Amendments.
This Agreement and any Terms Agreement may be amended or
supplemented if, but only if, such amendment or supplement is in writing and is
signed by the Company and the Agent.
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Agent and the Company in accordance with its terms.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By:
Name:
Title:
Accepted:
EDWARD D. JONES & CO.
By:
Name:
Title: Principal
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SCHEDULE A
As compensation for the services of the Agent hereunder, the
Company shall pay it, on a discount basis, a commission for the sale of each
Note equal to the principal amount of such Note multiplied by a percentage
ranging from 2.5% to 3.5%, depending on the stated maturity of the Note, such
commission to be agreed to by the Company and the Agent).
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EXHIBIT A
The terms contained in Schedule II of Annex I to the
Underwriting Agreement, if applicable, shall be agreed to by the Agent and the
Company in connection with each sale of Notes. Also, in connection with the
purchase of Notes by the Agent as principal, agreement as to whether the
following will be required:
Stand-off Agreement pursuant to Section 4(j) of the
Distribution Agreement. Officer's Certificate pursuant to
Section 5 of the Distribution Agreement. Legal Opinions
pursuant to Section 5 of the Distribution Agreement. Comfort
Letter pursuant to Section 5(iv) of the Distribution
Agreement.
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EXHIBIT
PROTECTIVE LIFE CORPORATION
ADMINISTRATIVE PROCEDURES
For Fixed Rate Medium-Term Notes
(Dated as of July 31, 1996)
Medium Term Notes (the "Notes") are to be offered on a
continuing basis by Protective Life Corporation, a Delaware corporation (the
"Company"), to or through Edward D. Jones & Co. (the "Agent"), pursuant to a
Distribution Agreement dated July 31, 1996 (the "Distribution Agreement")
between the Company and the Agent. The Distribution Agreement provides both for
the sale of Notes by the Company to the Agent as principal for resale to
investors and other purchasers and for the sale of Notes by the Company directly
to investors (as may from time to time be agreed to by the Company and the
Agent) in which case the Agent will act as agent of the Company in soliciting
Note purchases.
Unless otherwise agreed by the Agent and the Company, Notes
will be purchased by the Agent as principal. Such purchases will be made in
accordance with a Terms Agreement. If agreed upon by the Agent and the Company,
the Agent, acting solely as agent for the Company and not as principal, will use
reasonable efforts to solicit offers to purchase the Notes. Only those
provisions in these Administrative Procedures that are applicable to the
particular role that the Agent will perform shall apply.
The Notes will be issued as a series of debt securities
pursuant to a Senior Indenture, dated as of June 1, 1994 (the "Indenture"), as
supplemented from time to time, between the Company and The Bank of New York, as
trustee (the "Trustee"), and will be in substantially the form attached hereto.
The Company has duly appointed The Bank of New York as Registrar for purposes of
registering transfers of the Notes and Paying Agents. "Issuing Agent," as used
herein, means The Bank of New York.
A Registration Statement (the "Registration Statement," which
term shall include any additional registration statements or amendments thereto
filed in connection with the Notes as provided in the introductory paragraph of
the Distribution Agreement) with respect to the Notes has been filed with the
Securities hange Commission (the "Commission"). The most recent base
Prospectus included in the Registration Statement, as supplemented with respect
to the Notes, is herein referred to as the "Prospectus." The most recent
supplement to the Prospectus setting forth the purchase price, interest rate,
maturity date and other terms of the Notes (as applicable) is herein referred to
as the "Pricing Supplement."
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The Notes will either be issued (a) in book-entry form and
represented by one or more fully registered Notes (each, a "Book-Entry Note")
delivered to the Issuing Agent, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC, or (b) in
definitive form (each, a "Definitive Note") delivered to the investor or other
purchaser thereof or a person designated by such investor or other purchaser.
Owners of beneficial interests in Notes issued in book-entry form will be
entitled to physical delivery of Notes in definitive form equal in principal
amount to their respective beneficial interests only upon certain limited
circumstances described in the Prospectus and the Indenture.
General procedures relating to the issuance of all Notes are
set forth in Part I hereof. Additionally, Notes issued in book-entry form will
be issued in accordance with the procedures set forth in Part II hereof and
Notes issued in definitive form will be issued in accordance with the procedures
set forth in Part III hereof. The following procedures shall also be deemed to
include all relevant procedures described in the DTC Letter of Representations
dated August 2, 1996, to the extent that such procedures are not set forth
below. Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Indenture or the Notes, as the case may be.
PART I: PROCEDURES OF GENERAL APPLICABILITY
Date of Issuance/Authentication:
Each Note will be dated as of the date of its authentication by the Issuing
Agent. Each Note shall also bear an original issue date (the "Original Issue
Date"). The Original Issue Date shall remain the same for all Notes subsequently
issued upon transfer, exchange or substitution of an original Note regardless of
their dates of authentication.
Maturities:
Each Note will mature on a date which, unless otherwise provided in the
applicable Pricing Supplement, is not less than 15 years, nor more than 30
years, from its Original Issue Date.
Registration:
Notes will be issued only in fully registered form. Denominations: Unless
otherwise provided in the applicable Pricing Supplement, Notes will be issued in
denominations of $1,000 or any integral multiple of $1,000 in excess thereof.
Redemption/Repayment:
The Notes will be subject to repayment at the option of the Holders thereof
in accordance with the terms of the Notes on their respective Optional Repayment
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Dates, if any. Optional Repayment Dates, if any, will be fixed at the time
of sale and set forth in the applicable Pricing Supplement and in the applicable
Note. If no Optional Repayment Dates are indicated with respect to a Note, such
Note will not be repayable at the option of the Holder prior to its Stated
Maturity Date.
The Notes will be subject to redemption by the Company on and after their
respective Initial Redemption Date, if any. The Initial Redemption Date, if any,
will be fixed at the time of sale and set forth in the applicable Pricing
Supplement and in the applicable Note. If no Initial Redemption Date is
indicated with respect to a Note, such Note will not be redeemable prior to its
Stated Maturity Date.
Calculation of Interest:
With respect to any Note, if the Day Count Convention specified on the
applicable Note is "30/360," interest will be calculated and paid on the basis
of a 360-day year of twelve 30-day months; if the Day Count Convention specified
on the applicable Note is "Actual/360," interest will be calculated and paid on
the basis of the actual number of days in the interest period divided by 360;
and if the Day Count Convention specified on the applicable Note is
"Actual/Actual," interest will be calculated and paid on the basis of the actual
number of days in the interest period divided by the actual number of days in
the year.
Interest:
General. Each Note will bear interest in accordance with its terms.
Unless otherwise specified in an applicable Pricing Supplement, interest on
each Note will accrue from the Original Issue Date of such Note for the first
interest period and from the most recent Interest Payment Date to which interest
has been paid for all subsequent interest periods. Each payment of interest will
include interest accrued through the day preceding, as the case may be, the
Interest Payment Date, the Stated Maturity Date, any redemption date
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or repayment date (each Stated Maturity Date, redemption date or repayment
date is referred to herein as "Maturity"). Interest payable at Maturity will be
payable to the Person to whom the principal of such Note is payable. If an
Interest Payment Date with respect to any Note falls on a day that is not a
Business Day, the payment of interest required to be made on such Interest
Payment Date need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date and no interest shall accrue on such payment for the
period from and after such Interest Payment Date. If the date of Maturity of a
Note is not a Business Day, the payment of principal and interest due on such
day shall be made on the next succeeding Business Day and no interest shall
accrue on such payment for the period from and after such Maturity.
Record Dates. Unless otherwise indicated in an applicable Pricing Supplement,
the record date with respect to any Interest Payment Date for a Note shall be
the date 15 calendar days (whether or not a Business Day) preceding such
Interest Payment Date.
Interest Payment Dates. Interest payments will be made on each Interest Payment
Date commencing with the first Interest Payment Date following the Original
Issue Date; provided, however, the first payment of interest on any Note
originally issued between a record date and the related Interest Payment Date
will be made on the Interest Payment Date following the next record date to the
registered Holder on such record date.
Unless otherwise provided in an applicable Note, interest payments on Notes will
be made semiannually on June 1 and December 1 of each year and at Maturity
Acceptance and Rejection of Offers:
If agreed upon by the Agent and the Company, the Agent acting solely as
agent for the Company and
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not as principal will solicit purchases of the Notes. The Agent will communicate
to the Company, orally or in writing, each reasonable offer to purchase Notes
solicited by the Agent on an agency basis, other than those offers rejected by
the Agent. The Agent has the right, in its discretion reasonably exercised, to
reject any proposed purchase of Notes, as a whole or in part, and any such
rejection is not deemed a breach of the Agent's agreement contained in the
Distribution Agreement.
The Company has the sole right to accept or reject any proposed purchase of the
Notes, in whole or in part, and any such rejection is not deemed a breach of the
Company's agreement contained in the Distribution Agreement. The Agent has
agreed to make reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been solicited by the Agent
and accepted by the Company.
Preparation of Pricing Supplement:
If any offer to purchase a Note is accepted by the Company, the Company
will promptly prepare a Pricing Supplement reflecting the terms of such Note and
file such Pricing Supplement with the Commission in accordance with Rule 424
under the Act.
Information to be included in the Pricing Supplement shall include:
1. the name of the Company;
2. the title of the securities, including
series designation, if any;
3. the date of the Pricing Supplement
and the dates of the Prospectus and
Prospectus Supplement to which the
Pricing Supplement relates;
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4. the name of the Offering Agent (as hereinafter defined);
5. whether such Notes are being sold to the Offering Agent as
principal or to an investor or other purchaser through the
Offering Agent acting as agent for the Company;
6. with respect to Notes sold to the Offering Agent as
principal, whether such Notes will be resold by the Offering
Agent to investors and other purchasers (i) at a fixed
public offering price of a specified percentage of their
principal amount, (ii) at varying prices related to
prevailing market prices at the time of resale to be
determined by the Offering Agent or (iii) at 100% of their
principal amount;
7. with respect to Notes sold to an investor or other purchaser
through the Offering Agent acting as agent for the Company,
whether such Notes will be sold at (i) 100% of their principal
amount or (ii) at a specified percentage of their principal
amount;
8. the Offering Agent's commission or underwriting discount;
9. Net proceeds to the Company;
10. the Principal Amount, Original Issue Date, Stated Maturity
Date, Initial Redemption Date, if any, Initial Redemption
Percentage, if any, Annual Redemption Percentage Reduction,
if any, and Optional Repayment Date or Dates, if any,
and, in the case of Notes, the Interest
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Rate, the Interest Payment Date or Dates (if other than June l
and December 1 of each year) and the record date or dates (if
other than May 15 and November 15 of each year);
11. the information with respect to the terms of the Notes set
forth below (whether or not the applicable Note is a
Book-Entry Note or a Definitive Note) under "Procedures for
Notes Issued in Book-Entry Form - Settlement Procedures,"
items 1, 2, 6, 7 and 8; and
12. any other provisions of the Notes material to investors or
other purchasers of the Notes not otherwise specified in the
Prospectus or Pricing Supplement.
One copy of such filed document will be sent by telecopy or overnight
express (for delivery as soon as practicable following the trade, but in no
event later than 12:00 noon on the second Business Day following the applicable
trade date) to the Agent which made or presented the offer to purchase the
applicable Note (in such capacity, the "Offering Agent"), the Trustee and the
Issuing Agent at the following applicable address: if to Edward D. Jones & Co.,
12555 Manchester Road, St. Louis, Missouri 63131-3729, Attention: Victoria R.
Westall, (314) 515-3060, telecopier (314) 515-2664; and if to the
Trustee/Issuing Agent, to: The Bank of New York, 101 Barclay Street, Floor 21
West, New York, New York 10286 Attention: Corporate Trust Trustee
Administration, (212) 815-5092, telecopier: (212) 805-5915.
For record keeping purposes, one copy of each Pricing Supplement, as so
filed, shall also be mailed or telecopied to Bryan Cave LLP, One Metropolitan
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Square, 211 N. Broadway, Suite 3600, St. Louis, Missouri 63102-2750,
Attention: James L. Nouss, Jr., Esq., (314) 259-2000, telecopier: (314) 259-
2020; and to Edward D. Jones & Co., 12555 Manchester Road, St. Louis, Missouri
63131-3729, Attention: Product Review Department, (314) 515- 2000, telecopier:
(314) 515-3077.
Outdated Pricing Supplements, and the supplemented Prospectuses to which
they are attached (other than those retained for files) will be destroyed
Settlement: The receipt of immediately available funds by the Company in payment
for a Note and the authentication and delivery of such Note shall, with respect
to such Note, constitute "settlement." Offers accepted by the Company will be
settled from three to five Business Days, or at a time as the purchaser and the
Company shall agree, pursuant to the timetable for settlement set forth in Parts
II and III hereof under "Settlement Procedures" with respect to Book-Entry Notes
and Definitive Notes, respectively (each such date fixed for settlement is
hereinafter referred to as a "Settlement Date"). If procedures A and B of the
applicable Settlement Procedures with respect to a particular offer are not
completed on or before the time set forth under the applicable "Settlement
Procedures Timetable," such offer shall not be settled until the Business Day
following the completion of settlement procedures A and B or such later date as
the purchaser and the Company shall agree.
The foregoing settlement procedures may be modified, with respect to any
purchase of Notes by an Agent as principal, if so agreed by the Company and such
Agent.
Procedure for Changing Rates or Other Variable Terms:
When a decision has been reached to change the interest rate or any other
variable term on any Notes being sold by the Company, the Company will promptly
advise the Agent and the Issuing Agent by facsimile transmission and the Agent
will forthwith
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suspend solicitation of offers to purchase such Notes. The Agent will telephone
the Company with recommendations as to the changed interest rates or other
variable terms. At such time as the Company advises the Agent and the Issuing
Agent by facsimile transmission of the new interest rates or other variable
terms, the Agent may resume solicitation of offers to purchase such Notes. Until
such time only "indications of interest" may be recorded. Immediately after
acceptance by the Company of an offer to purchase Notes at a new interest rate
or new variable term, the Company, the Offering Agent and the Issuing Agent
shall follow the procedures set forth under the applicable "Settlement
Procedures."
Suspension of Solicitation; Amendment or Supplement:
The Company may instruct the Agent to suspend solicitation of offers to
purchase Notes at any time. Upon receipt of such instructions, the Agent will
forthwith suspend solicitation of offers to purchase from the Company until such
time as the Company has advised it that solicitation of offers to purchase may
be resumed. If the Company decides to amend or supplement the Registration
Statement or the Prospectus (other than an amendment made by the filing of
documents incorporated by reference) it will furnish the Agent and its counsel
with copies of the proposed amendment or supplement for their review and
comment. One copy of the document filed with the Commission, along with a copy
of the cover letter sent to the Commission, will be delivered or mailed to the
Agent, its counsel, the Trustee and the Issuing Agent at the following
respective addresses: Edward D. Jones & Co., 12555 Manchester Road, St. Louis,
Missouri 63131-3729, Attention: Victoria R. Westall, (314) 515-3060, telecopier:
(314) 515- 2664; and the Trustee/Issuing Agent at: The Bank of New York, 101
Barclay Street, Floor 21 West, New York, New York 10286 Attention: Corporate
Trust Trustee Administration, (212) 815-5092, telecopier: (212) 805-5915. For
record keeping purposes, one copy of each such document, as so filed, shall also
be mailed or telecopied to Bryan Cave LLP, One Metropolitan Square, 211 N.
Broadway, Suite 3600,
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St. Louis, Missouri 63102-2750, Attention: James L. Nouss, Jr., Esq., (314)
259-2000, telecopier: (314) 259-2020.
In the event that at the time the solicitation of offers to purchase from
the Company is suspended (other than to establish or change interest rates,
maturities, prices or other similar variable terms with respect to the Notes)
there shall be any offers to purchase Notes that have been accepted by the
Company which have not been settled, the Company will promptly advise the Agent
and the Issuing Agent whether such offers may be settled and whether copies of
the Prospectus as theretofore amended and/or supplemented as in effect at the
time of the suspension may be delivered in connection with the settlement of
such offers. The Company will have the sole responsibility for such decision and
for any arrangements which may be made in the event that the Company determines
that such offers may not be settled or that copies of such Prospectus may not be
so delivered.
Delivery of Prospectus and applicable Pricing Supplement:
A copy of the most recent Prospectus and applicable Pricing Supplement must
accompany or precede the earlier of (a) the written confirmation of a sale sent
to an investor or other purchaser or its agent and (b) the delivery of Notes to
an investor or other purchaser or its agent.
Authenticity of Signatures:
The Agent will have no obligation or liability to the Company, the Trustee
or the Issuing Agent in respect of the authenticity of the signature of any
officer, employee or agent of the Company, the Trustee or the Issuing Agent on
any Note.
Documents Incorporated by Reference:
The Company shall supply the Agent with an adequate supply of all documents
incorporated by reference in the Registration Statement.
Business Day:
Unless otherwise provided in the Notes, "Business Day" as used herein,
means a day that in The City of New York is not a day on which banking
institutions
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are authorized or required by law or regulation to close.
PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, the Issuing Agent
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Issuing Agent to DTC, dated August 2,
1996, and a Certificate Agreement, dated April 14, 1989, between the Issuing
Agent and DTC, as amended (the "Certificate Agreement"), and its obligations as
a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance:
All Notes issued in book-entry form (each, a "Book-Entry Note") having the
same Original Issue Date, interest rate, Day Count Convention, redemption and/or
repayment terms, if any, and Stated Maturity Date (collectively, the "Fixed Rate
Terms") will be represented initially by a single global security in fully
registered form without coupons (a "Registered Global Security"). Except as
provided in the Indenture, no owner of a beneficial interest in a Book-Entry
Note shall be entitled to receive any Note issued in definitive form with
respect to such beneficial interest.
Identification:
The Company has arranged with the CUSIP Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the reservation of one series of
CUSIP numbers, which series consists of approximately 900 CUSIP numbers which
have been reserved for and relating to Book-Entry Notes and the Company has
delivered to each of the Trustee, the Issuing Agent and DTC's Underwriting
Department such list of such CUSIP numbers. The Company will assign CUSIP
numbers to Book-Entry Notes as described below under Settlement Procedure B. DTC
will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the
Company has assigned to Book-Entry Notes. The Trustee or the Issuing Agent, as
the case may be, will notify the Company at any time when fewer than five (5) of
the reserved CUSIP numbers remain
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unassigned to Book-Entry Notes, and, if it deems necessary, the Company will
reserve and obtain additional CUSIP numbers for assignment to Book-Entry Notes.
Upon obtaining such additional CUSIP numbers, the Company will deliver a list of
such additional numbers to the Trustee, the Issuing Agent and DTC's Underwriting
Department.
Registration:
Unless otherwise specified by DTC, each Book-Entry Note will be registered
in the name of Cede & Co., as nominee for DTC, on the register maintained by the
Issuing Agent under the Indenture. The beneficial owner of a beneficial interest
in a Book-Entry Note (or one or more indirect participants in DTC designated by
such owner) will designate one or more participants in DTC (with respect to such
Note issued in book-entry form, the "Participants") to act as agent for such
beneficial owner in connection with the book-entry system maintained by DTC, and
DTC will record in book-entry form, in accordance with instructions provided by
such Participants, a credit balance with respect to such Note issued in
book-entry form in the account of such Participants. The ownership interest of
such beneficial owner in such Note issued in book-entry form will be recorded
through the records of such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.
Transfers:
Transfers of beneficial ownership interests in a Book-Entry Note will be
accomplished by book entries made by DTC and, in turn, by Participants (and in
certain cases, one or more indirect participants in DTC) acting on behalf of
beneficial transferors and transferee of such Book-Entry Note.
Exchanges:
The Issuing Agent may deliver to DTC and the CUSIP Service Bureau at any
time a written notice specifying (a) the CUSIP numbers of two or more Book-Entry
Notes outstanding on such date that represent Book-Entry Notes having the same
Fixed Rate Terms (other than Original Issue Dates), and
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for which interest has been paid to the same date; a date, occurring at least 30
days after such written notice is delivered and at least 30 days before the next
Interest Payment Date for the related Notes issued in book-entry form, on which
such Book-Entry Notes shall be exchanged for a single replacement Book-Entry
Note; and (c) a new CUSIP number, obtained from the Company, to be assigned to
such replacement Book-Entry Note. Upon receipt of such a notice, DTC will send
to its Participants (including the Issuing Agent) a written reorganization
notice to the effect that such exchange will occur on such date. Prior to the
specified exchange date, the Issuing Agent will deliver to the CUSIP Service
Bureau written notice setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP numbers of the Book-Entry
Notes to be exchanged will no longer be valid. On the specified exchange date,
the Issuing Agent will exchange such Book-Entry Notes for a single Book-Entry
Note bearing the new CUSIP number and the CUSIP numbers of the exchanged
Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned.
Denominations:
All Notes issued in book-entry form will be denominated in U.S. dollars.
Notes issued in book-entry form will be issued in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.
Payments of Principal and Interest:
Payments of Interest Only. Promptly after each record date, the Issuing
Agent will deliver to the Company and DTC a written notice specifying by CUSIP
number the amount of interest to be paid on each Book-Entry Note on the
following Interest Payment Date (other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. DTC will confirm the amount
payable on each Book-Entry Note on such Interest Payment Date by reference to
the daily bond reports published by Standard & Poor's Corporation. On such
Interest
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Payment Date, the Company will pay to the Issuing Agent in immediately available
funds an amount sufficient to pay the interest then due and owing, and upon
receipt of such funds from the Company, the Issuing Agent in turn will pay to
DTC, such total amount of interest due (other than at Maturity), at the times
and in the manner set forth below under "Manner of Payment."
Payments at Maturity. On or about the first Business Day of each month, the
Issuing Agent will deliver to the Company and DTC a written list of principal,
interest and premium, if any, to be paid on each Book-Entry Note maturing either
at the Stated Maturity Date, on a redemption date in, or for which an Option to
Elect Repayment has been received with respect to, the following month. The
Issuing Agent, the Company and DTC will confirm the amounts of such principal,
premium, if any, and interest payments with respect to a Book-Entry Note on or
about the fifth Business Day preceding the Maturity of such Book-Entry Note. At
such Maturity, the Company will pay to the Issuing Agent in immediately
available funds an amount sufficient to make such Maturity payment, and upon
receipt of such funds the Issuing Agent in turn will pay to DTC, the principal
amount of such Note, together with interest and premium, if any, due at such
Maturity, at the times and in the manner set forth below under "Manner of
Payment". Promptly after payment to DTC of the principal, interest and premium,
if any, due at the Maturity of such Book-Entry Note, the Issuing Agent will
cancel such Book-Entry Note and deliver it to the Company with an appropriate
debit advice. On the first Business Day of each month, the Issuing Agent will
deliver to the Company a written statement indicating the total principal amount
of outstanding Book-Entry Notes as of the close of business on the immediately
preceding Business Day.
Manner of Payment. The total amount of any principal, premium, if any, and
interest due on
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Book-Entry Notes on any Interest Payment Date or at Maturity shall be paid by
the Company to the Issuing Agent in funds available for use by the Issuing Agent
no later than 1:00 P.M., New York City time, on such date. The Company will make
such payment on such Book-Entry Notes to an account specified by the Issuing
Agent. Upon receipt of such funds, the Issuing Agent will pay by separate wire
transfer (using Fedwire message entry instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment of interest, principal and premium, if any, due on a Book-Entry Note on
such date. Thereafter on such date, DTC will pay, in accordance with its SDFS
operating procedures then in effect, such amounts in funds available for
immediate use to the respective Participants in whose names such Notes are
recorded in the book-entry system maintained by DTC. Neither the Company, the
Issuing Agent nor the Trustee shall have any responsibility or liability for the
payment by DTC of the principal of, premium, if any, or interest on, the
Book-Entry Notes to such Participants.
Withholding Taxes. The amount of any taxes required under applicable law to
be withheld from any interest payment on a Note will be determined and withheld
by the Participant, indirect participant in DTC or other Person responsible for
forwarding payments and materials directly to the beneficial owner of such Note.
Settlement Procedures:
Settlement Procedures with regard to each Note in book-entry form purchased
by the Agent, as principal, or sold by the Agent, as agent of the Company, will
be as follows:
A. The Offering Agent will advise the Company by telephone, confirmed by
facsimile, of the following Settlement information:
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1. Principal amount of the Note.
2. Notes:
(i) Interest Rate
(ii) Interest Payment Dates
(iii) Day Count Convention
(A) 30/360
(B) Actual/360
(C) Actual/Actual (and applicable periods)
3. Price to public, if any, of the Note (or whether the Note is
being offered at varying prices relating to prevailing market
prices at time of resale as determined by the Offering Agent).
4. Trade Date.
5. Settlement Date (Original Issue Date).
6. Stated Maturity Date.
7. Redemption provisions, if any, including Initial Redemption Date,
Initial Redemption Percentage and Annual Redemption Percentage
Reduction.
8. Optional Repayment Date(s).
9. Net proceeds to the Company.
10. The Offering Agent's commission or underwriting discount.
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11. Whether such Notes are being sold to the Offering Agent as
principal or to an investor or other purchaser through the
Offering Agent acting as agent for the Company.
12. Whether such Note is being issued with Original Issue Discount
and the terms thereof.
13. Such other information specified with respect to the Notes
(whether by Addendum or otherwise).
B. The Company will assign a CUSIP number to the Book-Entry Note
representing such Note and then advise the Issuing Agent by
facsimile transmission or other electronic transmission of the
above settlement information received from the Offering Agent, such
CUSIP number and the name of the Offering Agent.
C. The Issuing Agent will communicate to DTC and the Offering Agent
through DTC's Participant Terminal System, a
pending deposit message specifying the following settlement
information:
1. The information set forth in the
Settlement Procedure A.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Issuing Agent
and the Offering Agent.
3. Identification of the Book-Entry Note
as a Fixed Rate Book-Entry Note or
Floating Rate Book-Entry Note.
4. Initial Interest Payment Date for such
Note, number of days by which such
SL01 329619.8
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date succeeds the related record date for DTC purposes and, if
then calculable, the amount of interest payable on such
Interest Payment Date (which amount shall have been confirmed
by the Issuing Agent).
5. CUSIP number of the Book-Entry
Note representing such Note.
6. Whether such Book-Entry Note
represents any other Notes issued or
to be issued in book-entry form.
DTC will arrange for each pending
deposit message described above to
be transmitted to Standard & Poor's
Corporation, which will use the
information in the message to include
certain terms of the related
Book-Entry Note in the appropriate
daily bond report published by
Standard & Poor's Corporation.
D. The Issuing Agent will complete and
authenticate the Book-Entry Note
representing such Note.
E. DTC will credit such Note to the participant
account of the Issuing Agent maintained by
DTC.
F. The Issuing Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Note to the Issuing Agent's participant
account and credit such Note to the
participant account of the Offering Agent
maintained by DTC and (ii) to debit the
settlement account of the Offering Agent and
credit the settlement account of the Issuing
Agent maintained by DTC, in an amount
equal to the price of such Note less such
Offering Agent's discount or underwriting
SL01 329619.8
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<PAGE>
commission, as applicable. Any entry of such a deliver order shall be
deemed to constitute a representation and warranty by the Issuing Agent
to DTC that (i) the Book-Entry Note representing such Note has been
issued and authenticated and (ii) the Issuing Agent is holding such
Book-Entry Note pursuant to the Certificate Agreement.
G. In the case of Notes sold through an Offering
Agent, as agent, the Offering Agent will
enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC
(i) to debit such Note to the Offering Agent's
participant account and credit such Note to
the participant account of the Participants
maintained by DTC and (ii) to debit the
settlement accounts of such participants and
credit the settlement account of the Offering
Agent maintained by DTC in an amount
equal to the initial public offering price of
such Note.
H. Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures F and G will be settled in accordance with SDFS
operating procedures in effect on the Settlement Date.
I. Upon receipt, the Issuing Agent will pay the Company, by wire transfer
of immediately available funds to an account specified by the Company
to the Issuing Agent from time to time, in the amount transferred to
the Issuing Agent in accordance with Settlement Procedure F.
J. The Issuing Agent will send a copy of the Book-Entry Note by first
class mail to the Company together with a statement setting forth the
principal amount of Notes outstanding as of the related Settlement Date
after giving effect to such transaction and all
SL01 329619.8
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<PAGE>
other offers to purchase Notes of which the Company has advised the
Issuing Agent but which have not yet been settled.
K. If the Note was sold through the Offering
Agent, as agent, the Offering Agent will
confirm the purchase of such Note to the
investor or other purchaser either by
transmitting to the Participant with respect to
such Note a confirmation order through
DTC's Participant Terminal System or by
mailing a written confirmation to such
investor or other purchaser.
Settlement Procedures Timetable: For offers to purchase Notes accepted by the
Company, Settlement Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the respective time (New York
City time) set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the trade date
B As soon as practicable
following the trade, but in no
event later than 12:00 noon
on the Second Business Day
immediately preceding the
Settlement Date
C As soon as practicable
following the trade, but in no
event later than 2:00 P.M. on
the second Business Day
immediately preceding the
Settlement Date
D 9:00 A.M. on Settlement Date
E 10:00 A.M. on Settlement
Date
SL01 329619.8
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<PAGE>
F-G No later than 2:00 P.M. on
Settlement Date
H 4:45 P.M. on Settlement Date
I-J 5:00 P.M. on Settlement Date
If a sale is to be settled more than one Business Day after the trade date,
Settlement Procedures A, B, and C may, if necessary, be completed at any time
prior to the specified times on the first Business Day after such trade date.
Settlement Procedure H is subject to extension in accordance with any extension
of Fedwire closing deadlines and in the other events specified in the SDFS
operating procedures in effect on the Settlement Date.
If settlement of a Note issued in book-entry form is rescheduled or canceled,
the Issuing Agent will deliver to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect by no later than 2:00 P.M., New
York City time, on the Business Day immediately preceding the scheduled
Settlement Date. Failure to Settle: If the Issuing Agent fails to enter an SDFS
deliver order with respect to a Book-Entry Note issued in book-entry form
pursuant to Settlement Procedure F, the Issuing Agent may deliver to DTC,
through DTC's participant Terminal System, as soon as practicable a withdrawal
message instructing DTC to debit such Note to the participant account of the
Issuing Agent maintained at DTC. DTC will process the withdrawal message,
provided that such participant account contains a principal amount of the
Book-Entry Note representing such Note that is at least equal to the principal
amount to be debited. If withdrawal messages are processed with respect to all
the Notes represented by a Book-Entry Note, the Issuing Agent will mark such
Book-Entry Note "canceled," make appropriate entries in its records and send
certification of destruction of such canceled Book-Entry Note to the Company.
The CUSIP
SL01 329619.8
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<PAGE>
number assigned to such Book-Entry Note shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not immediately reassigned. If withdrawal
messages are processed with respect to a portion of the Notes represented by a
Book-Entry Note, the Issuing Agent will exchange such Book-Entry Note for two
Book-Entry Notes, one of which shall represent the Book-Entry for which
withdrawal messages are processed and shall be canceled immediately after
issuance, and the other of which shall represent the other Notes previously
represented by the surrendered Book-Entry Note and shall bear the CUSIP number
of the surrendered Book-Entry Note.
In the case of any Note sold through the Offering Agent, as agent, if the
purchase price for any Book-Entry Note is not timely paid to the Participants
with respect to such Note by the beneficial investor or other purchaser thereof
(or a person, including an indirect participant in DTC, acting on behalf of such
investor or other purchaser), such Participants and, in turn, the related
Offering Agent may enter SDFS deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to settlement Procedures F and G,
respectively. Thereafter, the Issuing Agent will deliver the withdrawal message
and take the related actions described in the preceding paragraph. If such
failure shall have occurred for any reason other than default by the applicable
Offering Agent to perform its obligations hereunder or under the Distribution
Agreement, the Company will reimburse such Offering Agent on an equitable basis
for its reasonable loss of the use of funds during the period when the funds
were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure to settle with respect to a
Book-Entry Note, DTC may take any actions in accordance with its SDFS operating
procedures then in effect. In the event of a failure to settle with respect to a
Note that was to
SL01 329619.8
B-22
<PAGE>
have been represented by a Book-Entry Note also representing other Notes, the
Issuing Agent will provide, in accordance with Settlement Procedure D, for the
authentication and issuance of a Book-Entry Note representing such remaining
Notes and will make appropriate entries in its records.
PART III: PROCEDURES FOR NOTES ISSUED IN DEFINITIVE FORM
Denominations:
The Definitive Notes will be issued in denominations of $1,000 and integral
multiples thereof, unless otherwise specified in the applicable Pricing
Supplement. Payments of Principal and Interest: Upon presentment and delivery of
the Definitive Note, the Issuing Agent upon receipt of immediately available
funds from the Company will pay the principal amount of each Definitive Note at
Maturity and the final installment of interest in immediately available funds.
All interest payments on a Definitive Note, other than interest due at Maturity,
will be made at the office or agency of the Company maintained by the Company
for such purpose in the Borough of Manhattan, The City of New York, or, at the
option of the Company, may be made by check mailed to the address of the person
entitled thereto as such address shall appear in the registry books of the
Company.
The Issuing Agent will provide monthly to the Company a list of the principal,
premium, if any, and interest in each currency to be paid on Definitive Notes
maturing in the next succeeding month. The Issuing Agent will be responsible for
withholding taxes on interest paid as required by applicable law, but shall be
relieved from any such responsibility if it acts in good faith and in reliance
upon an opinion of counsel.
Definitive Notes presented to the Issuing Agent at Maturity for payment will be
canceled by the Issuing Agent. All canceled Definitive Notes held by the Issuing
Agent shall be destroyed, and the Issuing
SL01 329619.8
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<PAGE>
Agent shall furnish to the Company a certificate with respect to such
destruction.
Settlement Procedures:
Settlement Procedures with regard to each Definitive Note purchased by any
Agent, as principal, or through any Agent, as agent, shall be as follows:
A. The Offering Agent will advise the Company
by telephone of the following Settlement
information with regard to each Note:
1. Exact name in which the Definitive
Note(s) is to be registered (the
"Registered owner")
2. Exact address or addresses of the
Registered Owner for delivery,
notices and payments of principal and
interest.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount of the Definitive
Note.
5. Denomination of the Definitive Note.
6. Notes:
(i) Interest Rate
(ii) Interest Payment Dates
(iii) Day Count Convention
(A) 30/360
(B) Actual/360
(C) Actual/Actual (and applicable
periods)
SL01 329619.8
B-24
<PAGE>
7. Price to public of the Definitive Note (or whether the, Note
is being offered at varying prices relating to prevailing
market prices at time of resale as determined by the Offering
Agent).
8. Trade Date.
9. Settlement Date (Original Issue
Date).
10. Stated Maturity Date.
11. Redemption provisions, if any,
including Initial Redemption Date,
Initial Redemption Percentage and
Annual Redemption Percentage
Reduction.
12. Optional Repayment Date(s)
13. Net proceeds to the Company.
14. The Offering Agent's commission or
underwriting discount.
15. Whether such Notes are being sold to the Offering Agent as
principal or to an investor or other purchaser through the
Offering Agent acting as agent for the Company.
16. Whether such Note is being issued
with Original Issue Discount and the
terms thereof.
17. Such other information specified with
respect to the Notes (whether by
Addendum or otherwise).
B. After receiving such settlement information
from the Offering Agent, the Company will
SL01 329619.8
B-25
<PAGE>
advise the Issuing Agent of the above settlement information by
facsimile transmission confirmed by telephone. The Company will prepare
a Pricing Supplement to the Prospectus and deliver copies to the Agent
and will cause the Issuing Agent to issue, authenticate and deliver
Notes.
C. The Issuing Agent will complete the Definitive Note in the form
approved by the Company, the Offering Agent and the Issuing Agent, and
will make three copies thereof (herein called "Stub l", "Stub 2" and
"Stub 3"):
1. Definitive Note with the Offering Agent's confirmation, if
traded on a principal basis, or the Offering Agent's customer
confirmation, if traded on an agency basis.
2. Stub 1 for Issuing Agent.
3. Stub 2 for Offering Agent.
4. Stub 3 for the Company.
D. With respect to each trade, the Issuing Agent will deliver the
Definitive Notes and Stub 2 thereof to the Offering Agent at the
following applicable address: Edward D. Jones & Co., 12555 Manchester
Road, St. Louis, Missouri, 63131-3729 Attention: Victoria Westall,
(314)515-3060, telecopier: (314) 515-. The Issuing Agent will keep
Stub 1. The Offering Agent will acknowledge receipt of the Definitive
Note through a broker's receipt and will keep Stub 2. Delivery of the
Definitive Note will be made only against such acknowledgement of
receipt. Upon determination that the Definitive Note has been
authorized, delivered and completed as aforementioned, the Offering
Agent will wire
B-26
<PAGE>
the net proceeds of the Definitive Note after deduction of its
applicable commission to the Company pursuant to standard wire
instructions given by the Company.
E. In the case of Notes sold through the Offering Agent, as agent, the
Offering Agent will deliver the Definitive Note (with confirmations),
as well as a copy of the Prospectus and any applicable Pricing
Supplement or Supplements received from the Issuing Agent to the
purchaser against payment in immediately available funds.
F. The Issuing Agent will send Stub 3 to the Company.
Settlement Procedures Timetable:
For offers to purchase Definitive Notes accepted by the Company, Settlement
Procedures "A" through "F" set forth above shall be completed as soon as
possible but not later than the respective times (New York City time) set forth
below:
Settlement
Procedure Time
A 11:00 A.M. on the trade date
B 3:00 P.M. on Business Day
prior to Settlement Date
C-D 2:15 P.M. on Settlement Date
E 3:00 P.M. on Settlement Date
F 5:00 P.M. on Settlement Date
Failure to Settle:
In the case of Notes sold through the Offering Agent, as agent, if an
investor or other purchaser of a Definitive Note from the Company shall either
fail to accept delivery of or make payment for a Definitive Note on the date
fixed for settlement, the
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<PAGE>
Offering Agent will forthwith notify the Issuing Agent and the Company by
telephone, confirmed in writing, and return the Definitive Note to the Issuing
Agent.
The Issuing Agent, upon receipt of the Definitive Note from the Offering
Agent, will immediately advise the Company and the Company will promptly arrange
to credit the account of the Offering Agent in an amount of immediately
available funds equal to the amount previously paid to the Company by such
Offering Agent in settlement for the Definitive Note. Such credits will be made
on the Settlement Date if possible, and in any event not later than the Business
Day following the Settlement Date; provided that the Company has received notice
on the same day. If such failure shall have occurred for any reason other than
failure by such Offering Agent to perform its obligations hereunder or under the
Distribution Agreement, the Company will reimburse such Offering Agent on an
equitable basis for its reasonable loss of the use of funds during the period
when the funds were credited to the account of the Company. Immediately upon
receipt of the Definitive Note in respect of which the failure occurred, the
Issuing Agent will cancel and destroy the Definitive Note, make appropriate
entries in its records to reflect the fact that the Note was never issued, and
accordingly notify in writing the Company.
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<PAGE>
EXHIBIT 1(e)(1)
TERMS AGREEMENT
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
July 31, 1996
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Distribution Agreement, dated July 31, 1996 (the "Distribution Agreement"),
to issue and sell to you (the "Agent") the Securities specified in Schedule I
hereto (the "Designated Securities"). The Distribution Agreement incorporates by
reference certain provisions of the Underwriting Agreement, dated June 23, 1994
filed as Exhibit 1(a) to the Company's Current Report on Form 8-K dated July 1,
1994 and filed with the Commission July 5, 1994 (the "Underwriting Agreement").
Each of the provisions of the Distribution Agreement is incorporated herein by
reference in its entirety, including such provisions of the Underwriting
Agreement, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth or incorporated therein shall be deemed
to have been made at and as of the date of this Terms Agreement, except that
each representation and warranty in Section 2 of the Underwriting Agreement (as
incorporated into the Distribution Agreement) which refers to the Prospectus (as
defined in the Underwriting Agreement) shall be deemed to be a representation or
warranty as of the date of the Distribution Agreement in relation to the
Prospectus (as in defined in the Underwriting Agreement), and also a
representation and warranty as of the date of this Terms Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Terms Agreement. Each reference to the
Representatives in the Distribution Agreement, including the provisions of the
Underwriting Agreement so incorporated by reference therein, and herein shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Distribution Agreement are used herein as therein defined.
An pricing supplement to the Prospectus, relating to the
Designated Securities, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Distribution Agreement incorporated herein by reference, the Company agrees
to issue and sell to the Agent, and the Agent agrees to purchase from the
Company, at the time and place and at the
1
<PAGE>
purchase price to the Agent set forth in Schedule I hereto, the principal amount
of Designated Securities set forth in Schedule I.
If the foregoing is in accordance with your understanding,
please sign and return to us five (5) counterparts hereof, and upon acceptance
hereof by you, on behalf of the Agent, this letter and such acceptance hereof,
including the provisions of the Distribution Agreement incorporated herein by
reference, shall constitute a binding agreement between the Agent and the
Company.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By: _____________________________
Name:
Title:
Accepted as of the date hereof:
EDWARD D. JONES & CO.
By: _____________________________
Name:
Title:
2
<PAGE>
SCHEDULE I
TITLE OF DESIGNATED SECURITIES:
7.45% Medium-Term Notes, due August 1, 2011
AGGREGATE PRINCIPAL AMOUNT:
$10,000,000.00
PRICE TO PUBLIC:
At varying prices related to prevailing market prices at the time of
resale
PURCHASE PRICE BY AGENT:
97.5% of the principal amount of the Designated Securities
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately Available Funds
INDENTURE:
Senior Indenture dated June 1, 1994, between the Company and The Bank
of New York, as Trustee, as supplemented by Supplemental Indenture No.
2, to be dated as of August 1, 1996 between the Company and The Bank of
New York
MATURITY:
August 1, 2011
INTEREST RATE:
7.45% per annum, payable semi-annually
INTEREST PAYMENT DATES:
February 1 and August 1 of each year
commencing February 1, 1997
SL01 341223.3
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<PAGE>
RECORD DATES:
January 15 and July 15 of each year
CALCULATION OF INTEREST:
Interest will be calculated on the basis of a 360-day year of twelve
30-day months and, for any period that is shorter than a full calendar
month, on the basis of the actual number of days elapsed in such month.
REDEMPTION PROVISIONS:
Limited right of redemption at the option of the holder, described in
Supplemental Indenture No. 2
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
Sections 4.4 and 4.5 of the Indenture shall apply to the Designated
Securities as and to the extent specified in Supplemental Indenture
No. 2
TIME OF DELIVERY:
9:00 a.m., August 6, 1996 (St. Louis time)
CLOSING LOCATION:
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
NAME AND ADDRESS OF AGENT:
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
OTHER TERMS:
Not applicable
2
<PAGE>
<PAGE>
EXHIBIT 4(g)(2)
PROTECTIVE LIFE CORPORATION
to
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE No. 2
Dated as of August 1, 1996
7.45% Medium-Term Notes Due August 1, 2011
($10,000,000)
<PAGE>
PROTECTIVE LIFE CORPORATION
SUPPLEMENTAL INDENTURE No. 2
$10,000,000
7.45% Medium-Term Notes Due August 1, 2011
SUPPLEMENTAL INDENTURE NO. 2, dated as of August 1, 1996, from
PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a
Senior Indenture, dated as of June 1, 1994 (the "Indenture"), providing for the
issuance from time to time of series of the Company's Securities.
Section 3.1 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 8.1(7) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.1 and
3.1 of the Indenture.
For and in consideration of the premises and the issuance of the series
of Securities provided for herein, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities of
such series:
ARTICLE
1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 2 constitutes an integral part
of the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 2:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
1
<PAGE>
(2) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections
of this Supplemental Indenture No. 2; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 2.
ARTICLE 2
THE SERIES OF MEDIUM-TERM NOTES
Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the "7.45% Medium-Term Notes due August 1, 2011" (the
"Series A Medium-Term Notes").
Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES A
MEDIUM-TERM NOTES. The aggregate principal amount of the Series A Medium-Term
Notes shall be limited to $10,000,000. Each Series A Medium-Term Note shall be
dated the date of its authentication.
Section 2.3. PRINCIPAL PAYMENT DATES. The principal on the Series A
Medium-Term Notes Outstanding (together with any accrued and unpaid interest
thereon) shall be payable in a single installment on August 1, 2011.
Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Series A Medium-Term Note shall be 7.45% per annum, accruing from August 6, 1996
or from the most recent Interest Payment Date to which interest on such Series A
Medium-Term Note has been paid or duly provided for. Interest shall be payable
on each Series A Medium-Term Note semiannually on February 1 and August 1 of
each year (each an "Interest Payment Date"), commencing on February 1, 1997. The
interest so payable on any Series A Medium-Term Note which is punctually paid or
duly provided for on any Interest Payment Date shall be paid to the Person in
whose name such Series A Medium-Term Note is registered at the close of business
on the January 15 or July 15, as the case may be, preceding such February 1 or
August 1 (each a "Regular Record Date"). The interest so payable on any Series A
Medium-Term Note which is not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the Person in whose
name such Series A Medium-Term Note is registered on the relevant Regular Record
Date, and such defaulted interest shall instead be payable to the Person in
whose name such Series A Medium-Term Note is registered on the Special Record
Date or other specified date determined in accordance with the Indenture.
Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Series
A Medium-Term Notes may be presented or surrendered for payment, where the
Series A Medium- Term Notes may be surrendered for registration of transfer or
exchange and where notices and
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<PAGE>
demands to and upon the Company in respect of the Series A Medium-Term Notes and
the Indenture may be served shall be in the Borough of Manhattan, The City of
New York, New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.
Section 2.6. REDEMPTION AT THE OPTION OF THE COMPANY. The Series A
Medium-Term Notes shall not be subject to redemption at the option of the
Company at any time prior to their Stated Maturity.
SECTION 2.7. LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL
OWNER.
(a) Unless the Series A Medium-Term Notes have become due and payable
prior to their Stated Maturity by reason of an Event of Default,
commencing August 6, 1998 the Representative (as defined below) of a
deceased holder of an interest in the Series A Medium Term Notes (each
such holder, whether by purchase or transfer from a purchaser or other
transferee, a "Beneficial Owner") has the right to request redemption
of all or part of his or her interest in the Series A Medium-Term
Notes, in integral multiples of $1,000, for payment prior to Stated
Maturity, and the Company will redeem the same subject to the
limitations that the Company will not be obligated to redeem during any
twelve-month period beginning August 6, 1998 or any August 6 thereafter
and ending on any August 5 thereafter, (i) on behalf of any given
deceased Beneficial Owner any interest in the Series A Medium-Term
Notes which exceeds an aggregate principal amount of $25,000 or (ii)
interests in the Series A Medium-Term Notes in an aggregate principal
amount exceeding two percent of the aggregate principal amount of
Series A Medium-Term Notes originally issued (i.e., $200,000). In the
case of interests in the Series A Medium-Term Notes owned by a deceased
Beneficial Owner, a request for redemption may be presented to the
Trustee at any time and in any principal amount. If the Company,
although not obligated to do so, chooses to redeem interests of a
deceased Beneficial Owner in the Series A Medium-Term Notes in any such
period in excess of the $25,000 limitation, such redemption, to the
extent that it exceeds the $25,000 limitation for any Beneficial Owner,
shall not be included in the computation of the two percent limitation
for such period or any succeeding period.
(b) Subject to the $25,000 and the two percent limitations, the Company
will upon the death of any Beneficial Owner redeem the interest of the
Beneficial Owner in the Series A Medium-Term Notes within 60 days
following receipt by the Trustee of a validly completed Redemption
Request (as defined below), including all supporting documentation,
from such Beneficial Owner's personal representative, or surviving
joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or
other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased
Beneficial Owner exceeds the $25,000 per prepayment period
3
<PAGE>
limitation, or if Redemption Requests in the aggregate exceed the two
percent per prepayment period limitation, then such excess Redemption
Request(s) (subject in the case of the $25,000 limitation to the
provisions of the last sentence of paragraph (a)) will be applied to
successive periods in the order of receipt for prepayment, regardless
of the number of periods required to redeem such interest, unless
sooner withdrawn as described below.
(c) A request for redemption of an interest in the Series A Medium-Term
Notes may be made by delivering a request to the direct or indirect
participant in the Depository (each, a "Participant") through whom the
Beneficial Owner owns such interest, in form satisfactory to the
Participant, together with evidence of death of the Beneficial Owner
and authority of the Representative satisfactory to the Participant and
the Trustee. A Representative of a deceased Beneficial Owner may make
the request for redemption and shall submit such other evidence of the
right to such redemption as the Participant or Trustee shall require.
The request shall specify the principal amount of the Series A
Medium-Term Notes to be redeemed. A request for redemption in form
satisfactory to the Participant and accompanied by the documents
relevant to the request as described above, together with a
certification by the Participant that it holds the interest on behalf
of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided
to the Depository by a Participant and the Depository will forward the
request to the Trustee. Redemption Requests, including all supporting
documentation, shall be in form satisfactory to the Trustee and no
request for redemption shall be considered validly made until the
Redemption Request and all supporting documentation, in form
satisfactory to the Trustee, shall have been received by the Trustee.
(d) The price to be paid by the Company for an interest in the Series A
Medium-Term Notes to be redeemed pursuant to a Redemption Request from
a deceased Beneficial Owner's Representative is one hundred percent
(100%) of the principal amount thereof plus accrued but unpaid interest
on the principal amount redeemed to the date of payment to the
Depository of the redemption price of such interest in the Series A
Medium-Term Notes. Subject to arrangements with the Depository, payment
of the redemption price for an interest in the Series A Medium-Term
Notes which is to be redeemed shall be made to the Depository within 60
days following receipt by the Trustee of the Redemption Request,
including all supporting documentation, and the Series A Medium-Term
Notes to be redeemed in the aggregate principal amount specified in the
Redemption Request submitted to the Trustee by the Depository which is
to be fulfilled in connection with such payment. An acquisition of
Series A Medium-Term Notes by the Company or its subsidiaries other
than by redemption at the option of any Representative of a deceased
Beneficial Owner shall not be included in the computation of either the
$25,000 or two percent limitations for any period.
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(e) Interests in the Series A Medium-Term Notes held by tenants by the
entirety, joint tenants or tenants in common will be deemed to be held
by a single Beneficial Owner and the death of a tenant in common,
tenant by the entirety or joint tenant will be deemed the death of a
Beneficial Owner. The death of a person who, during such person's
lifetime, was entitled to substantially all of the rights of a
Beneficial Owner will be deemed the death of the Beneficial Owner,
regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of
the Participant and the Trustee. Such interests shall be deemed to
exist in typical cases of nominee ownership, ownership under the
Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act,
community property or other joint ownership arrangements between a
husband and wife (including individual retirement accounts or Keogh
plans maintained solely by or for the decedent or by or for the
decedent and any spouse), and trust and certain other arrangements
where one person has substantially all of the rights of a Beneficial
Owner during such person's lifetime.
(f) Any Redemption Request may be withdrawn upon delivery of a written
request for such withdrawal given to the Trustee by the Depository
prior to payment to the Depository of the redemption price of the
interest in the Series A Medium-Term Notes.
Section 2.8. ADDITIONAL COVENANTS. For the benefit of the Holders from
time to time of the Series A Medium-Term Notes, and in addition to the
covenants set forth in Article 9 of the Indenture, the Company further
covenants and agrees as follows:
(a) LIMITATIONS ON DISPOSITION OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. The Company will not, and will not permit any Restricted
Subsidiary to, sell, assign, transfer or otherwise dispose of any
shares of the capital stock of any Restricted Subsidiary unless the
entire capital stock of such Restricted Subsidiary at the time owned by
the Company and its Restricted Subsidiaries shall be disposed of at the
same time for a consideration consisting of cash or other property
which the Board of Directors has determined to be at least equal to the
fair value thereof. Notwithstanding the foregoing provision, (i) the
Company shall be permitted to sell, assign, transfer or otherwise
dispose of shares of the capital stock of a Restricted Subsidiary (a)
to any director (or any individual nominated to become a director) of
such Restricted Subsidiary but only to the extent ownership of such
shares is required as directors' qualifying shares for such director or
individual and (b) to any Subsidiary; and (ii) any Restricted
Subsidiary shall be permitted to sell, assign, transfer or otherwise
dispose of shares of its capital stock or the capital stock of any
other Restricted Subsidiary (a) to any director (or any individual
nominated to become a director) of such Restricted Subsidiary but only
to the extent ownership of such shares is required as directors'
qualifying shares for such director or individual, or (b) to the
Company or any Subsidiary.
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(b) LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. The Company will not, and will not permit any Restricted
Subsidiary to, at any time directly or indirectly, issue, assume,
guarantee or permit to exist any indebtedness secured by a Lien on the
capital stock of any Restricted Subsidiary without making effective
provision whereby the Series A Medium-Term Notes then outstanding (and
if the Company so elects, any other indebtedness ranking on a parity
with the Series A Medium-Term Notes) shall be equally and ratably
secured with such indebtedness as to such property so long as such
other indebtedness shall be so secured; provided, however, that the
covenant set forth in this Section 2.8(b) will not be applicable to
Liens (i) on the shares of stock of a subsidiary of a Person that is
merged with or into the Company 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 the Company securing debt of a Restricted Subsidiary
owed to the Company, (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.
If the Company shall hereafter be required to secure the Series A
Medium-Term Notes equally and ratably with any other indebtedness
pursuant to this Section 2.8(b), (i) the Company will promptly deliver
to the Trustee an Officers' Certificate stating that the foregoing
covenant has been complied with and an Opinion of Counsel stating that
in the opinion of such counsel the foregoing covenant has been complied
with and that any instruments executed by the Company or any Restricted
Subsidiary in the performance of the foregoing covenant comply with the
requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto
and to take such action, if any, as it may deem advisable to enable it
to enforce the rights of the Holders of the Series A Medium-Term Notes.
For purposes of this Section 2.8, "Restricted Subsidiary" shall mean
any Subsidiary of the Company with assets greater than or equal to 20% of all
assets of the Company and its Subsidiaries, computed and consolidated in
accordance with generally accepted accounting principles.
For purposes of this Section 2.8, "Lien" shall mean any mortgage,
pledge, lien, charge, security interest, conditional sale or other title
retention agreement or other encumbrance of any nature whatsoever.
Section 2.9. MODIFICATION OF EVENTS OF DEFAULT. For the benefit of
the Holders from time to time of the Series A Medium-Term Notes, clause 4 of
Section 5.1 of the
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Indenture is hereby modified by deleting such clause 4 in its entirety and
replacing it with the following:
"(4) a default under any mortgage, agreement, indenture or instrument
under which there may be issued, or by which there may be secured,
guaranteed or evidenced any Debt of the Company (including this
Indenture) whether such Debt now exists or shall hereafter be created,
in an aggregate principal amount then outstanding of $15,000,000 or
more, which default (a) shall constitute a failure to pay any portion
of the principal of such Debt when due and payable or (b) shall result
in such Debt becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such Debt shall not
be paid in full, within a period of 30 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series a written
notice specifying such event of default and requiring the Company to
cause such acceleration to be rescinded or annulled or to pay in full
such Debt and stating that such notice is a "Notice of Default"
hereunder; (it being understood however, that the Trustee shall not be
deemed to have knowledge of such default under such agreement or
instrument unless either (A) a Responsible Officer of the Trustee shall
have actual knowledge of such default or (B) a Responsible Officer of
the Trustee shall have received written notice thereof from the
Company, from any Holder, from the holder of any such indebtedness or
from the trustee under any such agreement or other instrument);
PROVIDED, HOWEVER, that if such default under such mortgage, agreement,
indenture or instrument is remedied or cured by the Company or waived
by the holders of such indebtedness, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the
part of either the Trustee or any of such Holders; PROVIDED, FURTHER,
that the foregoing shall not apply to any secured Debt under which the
obligee has recourse (exclusive of recourse for ancillary matters such
as environmental indemnities, misapplication of funds, costs of
enforcement and the like) only to the collateral pledged for repayment
so long as the fair market value of such collateral does not exceed 2%
of Total Assets at the time of the default;"
Section 2.10. DENOMINATION. The Series A Medium-Term Notes shall be
issuable in denominations of $1,000 and integral multiples thereof.
Section 2.11. CURRENCY. Principal and interest on the Series A
Medium-Term Notes shall be payable in Dollars.
Section 2.12. REGISTERED SECURITIES IN GLOBAL FORM. (a) The Series A
Medium-Term Notes will be issued in the form of one or more fully
registered global securities, representing the aggregate principal amount of the
Series A Medium-Term Notes, that will be
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deposited with, or on behalf of, The Depository Trust Company ("DTC"), and
registered in the name of Cede & Co., the nominee of DTC.
(b) Except as provided in Section 3.5 of the Indenture, Beneficial
Owners of interests in the Series A Medium-Term Notes may not exchange such
interests for certificated Series A Medium-Term Notes.
(c) In addition to the legend specified in Section 2.4 of the
Indenture, each certificate evidencing the Series A Medium-Term Notes shall bear
the following legend:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
(d) If the interest of a deceased Beneficial Owner is redeemed pursuant
to Section 2.7 in whole or in part, the principal amount of the applicable
global Series A Medium-Term Note shall be reduced by the amount of the interest,
or portion thereof, so redeemed and an endorsement shall be made on such Series
A Medium-Term Note by the Trustee to reflect such reduction.
Section 2.13. FORM OF SERIES A MEDIUM-TERM NOTES. The Series A
Medium-Term Notes shall be substantially in the form attached as Exhibit A
hereto.
Section 2.14. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of
Section 4.4 of the Indenture shall apply to the Series A Medium-Term Notes. The
provisions of Section 4.5 of the Indenture shall apply to the Series A
Medium-Term Notes with respect to the covenants specified in said Section 4.5
and the covenants set forth in Section 2.8 of this Supplemental Indenture No. 2.
Section 2.15. REGISTRAR AND PAYING AGENT. The Trustee shall initially
serve as Registrar and Paying Agent.
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ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 2 may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH SERIES A
MEDIUM-TERM NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 2 to be duly executed, as of the day and year first
written above.
PROTECTIVE LIFE CORPORATION
By:_____________________
Name:
Title:
By: ____________________
Name:
Title:
(Seal)
Attest: _____________________
Name:
Title:
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THE BANK OF NEW YORK,
Trustee
By: ____________________
Name:
Title:
(Seal)
Attest:___________________
Name:
Title:
SL01 330123.5
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EXHIBIT A TO
SUPPLEMENTAL INDENTURE NO. 2
(FORM OF FACE OF MEDIUM-TERM NOTE)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS MEDIUM-TERM NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR MEDIUM-TERM NOTES
IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR
BY A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
PROTECTIVE LIFE CORPORATION
7.45% Medium-Term Note Due August 1, 2011
No. 1 $10,000,000
CUSIP 743674 AC 7
Protective Life Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture (as defined on the reverse
hereof)), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $10,000,000 (Ten Million Dollars) on
August 1, 2011, and to pay interest thereon from August 6, 1996, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for. Interest shall be payable on the Company's 7.45% Medium-Term Note
due August 1, 2011 ("Medium-Term Note") semiannually on February 1 and August 1
of each year (each an "Interest Payment Date"), commencing on February 1, 1997
at the rate of 7.45% per annum, until the principal hereof is paid or made
available for payment; PROVIDED that any such installment of interest, which is
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overdue shall bear interest at the rate of 7.45% per annum (to the extent that
the payment of such interest shall be legally enforceable) from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of twelve 30-day months and
a 360-day year and, for any period that is shorter than a full calendar month,
will be calculated on the basis of the actual number of days elapsed in such
period. In the event that any date on which interest is payable on this
Medium-Term Note is not a Business Day, then payment of the interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect to any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The interest so payable on any
Interest Payment Date which is punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Medium-Term Note is
registered at the close of business on the Regular Record Date for such Interest
Payment Date, which shall be the January 15 or July 15, as the case may be,
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Medium-Term Note is registered on the relevant Regular Record Date,
and such defaulted interest shall instead by payable to the Person in whose name
this Medium-Term Note is registered on the Special Record Date or other
specified date determined in accordance with the Indenture and Supplemental
Indenture No. 2, referred to on the reverse hereof.
Payment of the principal of and interest on this Medium-Term Note will
be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register
of Holders of the Medium-Term Notes, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
Reference is hereby made to the further provisions of this Medium-Term
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Medium-Term Note shall not be entitled to any benefit under the Indenture and
Supplemental Indenture No. 2 referred to on the reverse hereof or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, Protective Life Corporation has caused this
instrument to be executed under its corporate seal.
Dated: August 6, 1996
(Corporate Seal) PROTECTIVE LIFE CORPORATION
By:____________________________
John D. Johns
Executive Vice President and
Chief Financial Officer
By:____________________________
Jerry W. DeFoor
Vice President, Controller
Chief Accounting Officer
This is one of the Securities of the series described in the within-mentioned
Indenture.
Dated: August 6, 1996 THE BANK OF NEW YORK,
as Trustee
By:____________________________
Authorized Signatory
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(FORM OF REVERSE OF MEDIUM-TERM NOTE)
This Medium-Term Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 2,
dated as of August 1, 1996, called the "Indenture"), from the Company to The
Bank of New York (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $10,000,000, and is issued pursuant to
Supplemental Indenture No. 2, dated as of August 1, 1996, from the Company to
the Trustee, relating to the Securities of this series (herein called
"Supplemental Indenture No. 2").
The Securities of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except as follows:
Unless the Medium-Term Notes have become due and payable prior to their Stated
Maturity by reason of an Event of Default, commencing August 6, 1998 the
Representative (as defined below) of a deceased Beneficial Owner of an interest
in the Medium-Term Notes has the right to request redemption of all or part of
his or her interest in the Medium-Term Notes, in integral multiples of $1,000,
for payment prior to Stated Maturity, and the Company will redeem the same
subject to the limitations that the Company will not be obligated to redeem
during any twelve-month period beginning August 6, 1998 or any August 6
thereafter and ending on any August 5 thereafter, (i) on behalf of any given
deceased Beneficial Owner any interest in the Medium-Term Notes which exceeds an
aggregate principal amount of $25,000 or (ii) interests in the Medium-Term Notes
in an aggregate principal amount exceeding two percent of the aggregate
principal amount of Medium-Term Notes originally issued (i.e., $200,000). In the
case of interests in the Medium-Term Notes owned by a deceased Beneficial Owner,
a request for redemption may be presented to the Trustee at any time and in any
principal amount. If the Company, although not obligated to do so, chooses to
redeem interests of a deceased Beneficial Owner in the Medium-Term Notes in any
such period in excess of the $25,000 limitation, such redemption, to the extent
that it exceeds the $25,000 limitation for any Beneficial Owner, shall not be
included in the computation of the two percent limitation for such period or any
succeeding period.
Subject to the $25,000 and the two percent limitations, the Company will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Medium-Term Notes within 60 days following receipt by the Trustee of a
validly completed Redemption Request (as defined below), including all
supporting documentation, from such Beneficial Owner's personal representative,
or surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common,
or
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other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased Beneficial
Owner exceeds the $25,000 per prepayment period limitation, or if Redemption
Requests in the aggregate exceed the two percent per prepayment period
limitation, then such excess Redemption Request(s) (subject in the case of the
$25,000 limitation to the provisions of the last sentence of the preceding
paragraph) will be applied to successive periods in the order of receipt for
prepayment, regardless of the number of periods required to redeem such interest
unless sooner withdrawn as described below.
A request for redemption of an interest in the Medium-Term Notes may be made by
delivering a request to the Participant through whom the Beneficial Owner owns
such interest, in form satisfactory to the Participant, together with evidence
of death of the Beneficial Owner and authority of the Representative
satisfactory to the Participant and the Trustee. A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such redemption as the Participant or Trustee shall
require. The request shall specify the principal amount of the Medium-Term Notes
to be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
The price to be paid by the Company for an interest in the Medium-Term Notes to
be redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest on the principal amount redeemed to the date of
payment to the Depository of the redemption price of such interest in the
Medium-Term Notes. Subject to arrangements with the Depository, payment of the
redemption price for an interest in the Medium-Term Notes which is to be
redeemed shall be made to the Depository within 60 days following receipt by the
Trustee of the Redemption Request, including all supporting documentation, and
the Medium-Term Notes to be redeemed in the aggregate principal amount specified
in the Redemption Request submitted to the Trustee by the Depository which is to
be fulfilled in connection with such payment. An acquisition of Medium-Term
Notes by the Company or its subsidiaries other than by redemption at the option
of any Representative of a deceased Beneficial Owner shall not be included in
the computation of either the $25,000 or two percent limitations for any period.
Interests in the Medium-Term Notes held by tenants by the entirety, joint
tenants or tenants in common will be deemed to be held by a single Beneficial
Owner and the death of a tenant in common, tenant by the entirety or joint
tenant will be deemed the death of a Beneficial Owner. The death of a person
who, during such person's lifetime, was entitled to substantially all of the
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rights of a Beneficial Owner will be deemed the death of the Beneficial Owner,
regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant and the Trustee. Such interests shall be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or
the Uniform Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh plans maintained solely by or for the decedent or by or for
the decedent and any spouse), and trust and certain other arrangements where one
person has substantially all of the rights of a Beneficial Owner during such
person's lifetime.
Any Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by the Depository prior to payment to the
Depository of the redemption price of the interest in the Medium-Term Notes.
The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security. No reference herein to the Indenture or to Supplemental
Indenture No. 2 and no provision of this Security or of the Indenture or of
Supplemental Indenture No. 2 shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations as set forth
therein and in Supplemental Indenture No. 2, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes, whether or not the Security be overdue, and neither the Company, the
Trustee nor any such agent of the Company or the Trustee shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
4
<PAGE>
SCHEDULE OF REDEMPTIONS OF INTERESTS OF BENEFICIAL OWNERS
The following redemptions of interests of Beneficial Owners in this
Global Note have been made:
Amount of Decrease Principal Amount of the Signature of
Date of in Principal Amount Global Note Authorized Officer
Redemption of this Global Note Following Such Decrease of Trustee
1
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EXHIBIT 5(c)
August 6, 1996
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Re: Protective Life Corporation -- 7.45% Medium-Term Notes Due August 1, 2011
Ladies and Gentlemen:
We have acted as special counsel to Protective Life Corporation, a
Delaware corporation (the "Company"), in connection with (i) the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act") of a Prospectus Supplement, dated July 24, 1996, as
supplemented by Pricing Supplement No. 1, dated July 31, 1996, each in the form
filed pursuant to Rule 424(b) of the General Rules and Regulations under the Act
(the "Prospectus Supplement" and "Pricing Supplement," respectively), relating
to the Company's 7.45% Medium-Term Notes due August 1, 2011 (the "Notes") in an
aggregate principal amount of $10,000,000, to be sold to you today, (ii) the
preparation, execution and delivery of Supplemental Indenture No. 2, dated as of
August 1, 1996, from the Company to The Bank of New York, as trustee (the
"Trustee"), to the Senior Indenture, dated as of June 1, 1994, from the Company
to the Trustee, and (iii) the preparation, execution and delivery of the
Distribution Agreement and the Terms Agreement, each dated July 31, 1996,
between you and the Company (the "Distribution Agreement" and "Terms Agreement,"
respectively). Capitalized terms used in this opinion letter and not defined
herein have the respective meanings assigned to those terms in the Distribution
Agreement.
In our capacity described above, we have reviewed such documents,
records, agreements and certificates, and we have considered such matters of law
and of fact, as we deemed appropriate. We have relied upon certificates or
statements or both of various governmental officials, and as to factual matters
material to the opinions expressed herein, certificates of officers of the
Company and of the Trustee and upon the representations and warranties made by
the Company in the Distribution Agreement.
In our examination, we have assumed the genuineness of signatures on
original documents and the conformity to the originals of all copies submitted
to us as certified, conformed or photographic copies, and the legal competence
of natural persons. As to certificates or statements or both of public
officials, we have assumed that they have been properly given and are accurate.
<PAGE>
Edward D. Jones & Co.
August 6, 1996
Page 2
The opinions set forth herein are limited solely to (i) the General
Corporation Law of the State of Delaware, (ii) the laws of the State of New
York, and (iii) the Federal law of the United States of America, and we express
no opinion herein concerning the laws of any other jurisdiction.
Based upon the foregoing and subject to the qualifications, assumptions
and limitations set forth herein, we are of the following opinions:
1. The Notes have been duly authorized, executed, issued,
authenticated and delivered by the Company and constitute valid and
binding obligations of the Company entitled to the benefits provided by
the Indenture, enforceable against the Company in accordance with their
terms; and the Notes conform in all material respects to the
description thereof contained in the Prospectus, dated October 12,
1994, included in the Registration Statement (the "Prospectus"), as
supplemented by the Prospectus Supplement and the Pricing Supplement.
2. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and
delivery by the Trustee, constitutes a valid and binding instrument,
enforceable against the Company in accordance with its terms; the
Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); and the Indenture
conforms in all material respects to the description thereof contained
in the Prospectus, as supplemented by the Prospectus Supplement and the
Pricing Supplement.
3. The Distribution Agreement and the Terms Agreement have
been duly authorized, executed and delivered by the Company.
4. The Registration Statement and the Prospectus, as
supplemented by the Prospectus Supplement and the Pricing Supplement,
(other than the financial statements and related notes, the financial
statement schedules and other financial and statistical data included
therein, as to which we express no opinion) comply as to form in all
material respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations thereunder.
5. The statements contained in the Prospectus under the
caption "Description of Debt Securities of Protective Life," as amended
or supplemented by the statements contained in the Prospectus
Supplement under the caption "Description of the Notes" and by the
statements contained in the Pricing Supplement, insofar as such
statements constitute summaries of certain provisions of the documents
referred to therein, fairly summarize the material provisions of such
documents.
<PAGE>
Edward D. Jones & Co.
August 6, 1996
Page 3
6. The statements contained in the Prospectus Supplement under
the caption "Certain United States Income Tax Considerations," insofar
as such statements constitute summaries of certain provisions of United
States tax laws referred to therein, fairly summarize the material
provisions of such United States tax laws.
While we have not checked the accuracy or completeness of or otherwise
verified, and are not passing upon, and assume no responsibility for, the
accuracy or completeness of, the statements contained in the Registration
Statement, the Prospectus, the Prospectus Supplement or the Pricing Supplement,
except to the limited extent stated in paragraphs 1, 2, 5 and 6 above, in the
course of our review and discussion of the contents of the Registration
Statement, the Prospectus, the Prospectus Supplement and the Pricing Supplement
with certain officers and employees of the Company and its independent
accountants, but without independent check or verification, no facts have come
to our attention that have caused us to believe that the Registration Statement,
the Prospectus, the Prospectus Supplement or the Pricing Supplement, as of the
date of the Terms Agreement and the date hereof (other than the financial
statements and related notes, the financial statement schedules and other
financial and statistical data included therein, and except for the Statement of
Eligibility of the Trustee on Form T-1 under the Trust Indenture Act, as to each
of which we express no opinion), contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
The foregoing opinions are subject to the following qualifications,
assumptions and limitations:
a. Our opinions expressed above are limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware
and the Federal laws of the United States. No opinion is expressed as
to any other laws, nor to any ordinances, regulations or rules of any
county, city or other political subdivision of the State of Delaware or
the State of New York.
b. Any opinion as to enforceability is limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect related to creditors' rights
(including, without limitation, fraudulent conveyance and other laws of
similar import) and by equitable principles and defenses affecting
creditors' rights generally, and by the discretion of the courts in
granting equitable remedies, including specific performance (regardless
of whether such enforceability is considered in a proceeding at law or
in equity and regardless of whether such limitations are derived from
constitutions, statutes, judicial decisions or otherwise).
<PAGE>
Edward D. Jones & Co.
August 6, 1996
Page 4
This opinion letter is provided to you for your exclusive use solely in
connection with the consummation by the Company of the transactions contemplated
in the Distribution Agreement and the Terms Agreement, and may be relied upon by
you only in connection therewith, may not be relied upon by you for any other
purpose or by anyone else for any purpose, and may not be quoted, published or
otherwise disseminated without our prior written consent; provided, however,
that we hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement with respect to the opinions expressed in paragraphs 1
and 6 above, and to the reference to our firm under the caption "Legal Opinions"
in the Prospectus Supplement.
Very truly yours,
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