<PAGE>
FILED PURSUANT TO RULE 424B(5)
REGISTRATION STATEMENT NOS. 333-3435, 33-55063 AND 33-52831
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 12, 1994
$45,000,000
PROTECTIVE LIFE CORPORATION
MEDIUM-TERM NOTES
DUE 15 YEARS OR MORE FROM DATE OF ISSUE
------------------
Protective Life Corporation ("Protective Life" or the "Company") may offer
from time to time up to $45,000,000 aggregate initial offering price of its
Medium-Term Notes (the "Notes"). Each Note will mature on a Business Day 15
years or more from the date of issue, as specified in a pricing supplement
hereto (each a "Pricing Supplement"), and is subject to redemption in whole or
in part prior to its Stated Maturity (as defined herein) under the circumstances
and subject to the limitations described under "Description of the Notes --
Limited Right of Redemption At Option of Beneficial Owner." In addition, each
Note may be subject to redemption by Protective Life, in whole or in part, prior
to its Stated Maturity, as set forth therein and specified in the applicable
Pricing Supplement.
The interest rate applicable to each Note and other variable terms of the
Notes as described herein will be established by Protective Life at or prior to
the date of issue of such Note and will be set forth therein and specified in a
Pricing Supplement. Interest rates and such other variable terms are subject to
change by Protective Life, but no change will affect any Note already issued.
The Notes may be issued with original issue discount. See "Description of the
Notes -- Original Issue Discount Notes" and "Certain United States Income Tax
Considerations." The Notes will be issued only in fully registered book-entry
form ("Book-Entry Notes") in denominations of $1,000 and integral multiples
thereof unless otherwise specified in the applicable Pricing Supplement. See
"Description of the Notes." The Notes will be represented by one or more global
Notes registered in the name of the nominee of The Depository Trust Company (the
"Depository"). Beneficial interests in the global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depository, its nominee and its participants. Except as described herein, Notes
in definitive form will not be issued.
The Notes will be senior unsecured obligations of the Company and will rank
PARI PASSU in right of payment with all existing and future senior debt of the
Company. The Notes will be effectively subordinated to any debt secured by
assets of the Company to the extent of the value of such assets, unless the
Notes are also secured by such assets. See "Description of the Notes."
SEE "INVESTMENT CONSIDERATIONS" BEGINNING ON PAGE S-5 FOR CERTAIN
CONSIDERATIONS WHICH MAY BE RELEVANT TO AN INVESTMENT IN THE NOTES.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<TABLE>
<CAPTION>
AGENT'S DISCOUNTS AND
PRICE TO PUBLIC (1) COMMISSIONS (2)(3) PROCEEDS TO COMPANY (4)
<S> <C> <C> <C>
Per Note............................ 100% 2.5% - 3.5% 96.5% - 97.5%
Total............................... $45,000,000 $1,125,000 - $1,575,000 $43,425,000 - $43,875,000
</TABLE>
(1) Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be issued at 100% of their principal amount.
(2) Protective Life will pay a commission ranging from 2.5% to 3.5% of the
principal amount of a Note, depending upon its Stated Maturity, to Edward D.
Jones & Co. (the "Agent"). Commissions with respect to Notes with a Stated
Maturity in excess of 30 years from the date of issue which are sold through
the Agent will be agreed to by Protective Life and the Agent at the time of
such sale. Protective Life may also sell Notes to the Agent, as principal,
for resale to investors and other purchasers at varying prices related to
prevailing market prices at the time of resale, as determined by the Agent,
or, if so agreed, at a fixed public offering price. Unless otherwise
specified in an applicable Pricing Supplement, any Note sold to the Agent,
as principal, will be purchased by the Agent at a price equal to 100% of the
principal amount thereof less a percentage of the principal amount equal to
the commission as described above applicable to an agency sale of Notes with
an identical Stated Maturity.
(3) Protective Life has agreed to indemnify the Agent against, and to provide
contribution with respect to, certain liabilities, including certain
liabilities under the Securities Act of 1933.
(4) Before deducting estimated expenses of $170,000 payable by Protective Life.
------------------------------
The Notes are being offered on a continuing basis by the Company through the
Agent, which has agreed to use its reasonable efforts to solicit offers to
purchase the Notes. The Company may also sell Notes to the Agent, as principal,
for resale to investors and other purchasers at varying prices related to
prevailing market prices at the time of resale, as determined by the Agent, or,
if agreed, at a fixed public offering price. In addition, the Company may
arrange for the Notes to be sold through other agents, may sell Notes directly
on its own behalf and may solicit and accept offers, and accept unsolicited
offers, to purchase Notes directly on its own behalf or from any other broker or
dealer. Unless otherwise specified in an applicable Pricing Supplement, the
Notes will not be listed on any securities exchange and there can be no
assurance that the Notes offered by this Prospectus Supplement will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to cancel or modify the offer made hereby without notice. The Company or
the Agent, if it solicits the offer, may reject any offer to purchase Notes in
whole or in part. See "Plan of Distribution."
------------------------------
EDWARD D. JONES & CO.
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 24, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE AGENT MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
FOR NORTH CAROLINA PURCHASERS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT.
------------------------
S-2
<PAGE>
PROTECTIVE LIFE CORPORATION
Protective Life, through its subsidiary life insurance companies, produces,
distributes and services a diverse array of insurance and investment products.
Protective Life markets individual life insurance, dental insurance, group life
and health insurance, credit life and disability insurance, guaranteed
investment contracts and annuities throughout the United States. The Company
also maintains a separate line of business devoted exclusively to the
acquisition of insurance policies from other companies. Unless the context
otherwise requires, as used in this Prospectus Supplement "Protective Life"
refers to the consolidated group of Protective Life and its subsidiaries.
Protective Life's principal executive offices are located at 2801 Highway 280
South, Birmingham, Alabama 35223 (Telephone: (205) 879-9230).
For the year ended December 31, 1995, Protective Life reported revenues of
$922 million and net income of $76.7 million. For the three months ended March
31, 1996, Protective Life reported revenues of $250 million and net income of
$21.1 million. At March 31, 1996, Protective Life had total assets of $7.6
billion, stockholders' equity of $491 million and life insurance in force of
$65.9 billion. Protective Life Insurance Company, the Company's principal
operating subsidiary, was founded in 1907 and is currently rated "A+ (Superior)"
by A.M. Best Company, Inc. ("A.M. Best"). A.M. Best, an independent insurance
industry rating organization, assigns fifteen letter ratings to insurance
companies, ranging from "A++ (Superior)" to "C- (Fair)." A.M. Best's ratings are
based on factors of relevance primarily to policyholders and are not directed to
the protection of investors, such as holders of the Notes. Such ratings do not
apply to the Notes offered hereby.
Protective Life is organized around six primary divisions: Acquisitions,
Financial Institutions, Group, Guaranteed Investment Contracts, Individual Life
and Investment Products. The Company has an additional business segment, which
is referred to in this Prospectus Supplement as Corporate and Other.
ACQUISITIONS DIVISION
The Acquisitions Division focuses solely on acquiring, converting and
servicing blocks of insurance policies acquired from other companies. The
Company has long been an active acquirer of blocks of insurance policies and has
closed approximately 35 acquisitions over the last 25 years. These acquisitions
are generally accomplished through acquisitions of companies or through the
assumption or reinsurance of policies or coinsurance arrangements under which
contractual benefits and risks, and policy reserves, associated with the block
are transferred to Protective Life in return for the payment of a ceding
commission by Protective Life. Generally, such acquisitions do not include the
acquisition of an active sales force. Blocks of policies acquired through the
Acquisitions Division are generally administered as "closed" blocks -- no new
policies are sold. Therefore, the amount of insurance in force for a particular
block of acquired business is expected to decline with time due to lapses and
deaths of the insureds.
FINANCIAL INSTITUTIONS DIVISION
The Financial Institutions Division specializes in marketing credit life and
credit disability insurance products through commercial banks, savings and loan
associations, mortgage bankers and automobile dealers. The majority of these
policies cover consumer loans made by financial institutions located primarily
in the southeastern United States and automobile dealers throughout the United
States. The Division markets through employee field representatives, independent
brokers and a wholly-owned subsidiary. The Financial Institutions Division also
offers certain products through direct mail solicitation to customers of
financial institutions. The Division has entered into a reinsurance arrangement
whereby all of the Division's new credit insurance sales are ceded to a
reinsurer.
GROUP DIVISION
The Group Division manufactures, distributes and services group, dental,
cancer and payroll deduction insurance products. Protective Life markets its
group insurance products primarily in the southeastern and southwestern United
States using the services of brokers who specialize in group
S-3
<PAGE>
products. The Group Division offers substantially all forms of group insurance
customary in the industry, making available complete packages of life and
accident and health insurance coverages, typically to employee groups of 25 to
100. The life and accident and health insurance packages include hospital and
medical coverages, as well as dental and disability coverages. To address rising
health care costs, the Group Division provides cost containment services such as
utilization review and catastrophic case management.
The Group Division's recent marketing emphasis has been on indemnity and
managed-care dental products. The Group Division was a pioneer in developing
dental indemnity products for the voluntary payroll deduction market. In the
first quarter of 1995, Protective Life entered the dental managed care market
when it acquired a dental managed care company which transacts business under
the trade name "DentiCare." The Group Division provides a "dual choice" option
by offering DentiCare's products through the Company's existing indemnity dental
distribution channels. At March 31, 1996, the Company had approximately 351,000
members in its dental HMOs and over 768,000 individuals covered in total by its
dental programs. The Group Division from time to time may consider expanding the
dental business through acquisitions. In the first quarter of 1996, the Group
Division extended the geographic reach of its dental managed care operations
into Oklahoma, Arkansas and Missouri, and added approximately 38,000 new
members, through the acquisition of two dental managed care plans licensed to do
business in those states.
GUARANTEED INVESTMENT CONTRACTS DIVISION
In 1989, Protective Life began selling guaranteed investment contracts
("GICs"). Protective Life's GICs are contracts, generally issued to a 401(k) or
other qualified retirement savings plan, which guarantee a fixed return on
deposits with such a plan for a specified period and often provide flexibility
for withdrawals, in keeping with the benefits provided by the plan. Protective
Life also offers related products, including fixed-rate contracts offered to the
trustees of municipal bond proceeds, floating-rate contracts issued to bank
trust departments and long-term annuity contracts used to fund certain state
obligations.
INDIVIDUAL LIFE DIVISION
The Individual Life Division markets universal and other life insurance
products on a national basis. The Division primarily utilizes a distribution
system based on experienced independent personal producing general agents who
are recruited by regional sales managers. The Division also distributes
insurance products through stockbrokers, through the payroll deduction market
and in the life insurance brokerage market. The Individual Life Division also
offers its products to other insurance companies and their distribution systems
under private label arrangements.
Current marketing efforts in the Individual Life Division are directed
toward the Company's various universal life products and products designed to
compete in the term market. Protective Life currently emphasizes back-end loaded
universal life policies which reward the continuing policyholder and which
should help maintain the persistency of its universal life business. The
products designed to compete in the term market place are term-like policies
with guaranteed level premiums for the first ten, fifteen or twenty years which
provide a competitive net cost to the insured.
The Division also includes ProEquities, Inc. ("PES"), an affiliated
securities broker-dealer. Through PES, members of Protective Life's field force
who are licensed to sell securities can sell stocks, bonds, mutual funds and
investment products that may be manufactured or issued by companies other than
Protective Life.
INVESTMENT PRODUCTS DIVISION
The Investment Products Division markets fixed and variable annuity
products, which are primarily used by consumers as a source of retirement
savings. The Division's annuity products are sold through broker-dealers
(including PES), financial institutions and the Individual Life Division's agent
sales force. The Investment Products Division's primary product is a variable
annuity that offers mutual funds managed by Goldman Sachs & Co.
S-4
<PAGE>
CORPORATE AND OTHER
The Corporate and Other segment consists of earnings from Protective Life's
50%-owned joint venture with the Lippo Group for the marketing of individual
life insurance in Hong Kong, unallocated net investment income on capital,
interest expense on substantially all debt, charitable contributions and
earnings from several small insurance and noninsurance subsidiaries, such as
Protective Life's recent investment in a 30% interest in QuickQuote, an
Internet-based insurance distribution system.
INVESTMENT PORTFOLIO
The Company targets three primary investment asset categories:
mortgage-backed securities, corporate bonds and bank loan participations, and a
specialized class of commercial mortgage loans. The portfolio is actively
managed to support the liabilities of Protective Life's lines of business,
giving consideration to such factors as liquidity needs, investment quality,
investment return, matching of assets and liabilities, and the composition of
the portfolio by asset type and credit exposure. The following table shows the
composition of Protective Life's invested assets at March 31, 1996:
<TABLE>
<CAPTION>
PERCENT
DOLLARS OF TOTAL
(IN THOUSANDS) INVESTED ASSETS
-------------- -----------------------
<S> <C> <C>
Fixed-Maturity Investments
Mortgage-Backed Securities................................................. $ 2,231,721 35%
Corporate Bonds and Bank Loan Participations............................... 1,857,430 30
-------------- ---
Total Investment Grade................................................... 4,089,151 65
Unrated or Below Investment Grade.......................................... 319,670 5
-------------- ---
Total Fixed-Maturity..................................................... 4,408,821 70
Mortgage Loans on Real Estate................................................ 1,378,045 22
Policy Loans................................................................. 164,741 3
Other, including Short-Term Investments...................................... 300,823 5
-------------- ---
Total Invested Assets.................................................... $ 6,252,430 100%
</TABLE>
In its mortgage-backed securities portfolio, Protective Life has focused on
sequential and planned amortization class securities, which tend to be less
volatile than other classes of mortgage-backed securities, and on strict
underwriting and constant monitoring of the portfolio. Almost all of the
Company's corporate bonds are investment grade, publicly traded securities. The
Company's participation in senior bank loan programs provides it with enhanced
yields and flexibility in matching maturities in its GIC portfolio. Bank loan
participations totalled $216 million at March 31, 1996.
In its approach to commercial mortgage loans, the Company has, for 25 years,
specialized in originating small (average new loan size of $2.4 million) loans
to finance shopping centers, typically in smaller communities. On a cumulative
basis, the Company has had no significant loss of principal on its commercial
mortgage loan portfolio over the last 20 years. As of March 31, 1996, 2.3% of
the commercial loan portfolio was classified as 90 days past due, foreclosed or
restructured, which the Company believes to be well below the life insurance
industry average.
INVESTMENT CONSIDERATIONS
Set forth below is a discussion of certain considerations which may be
relevant to an investment in the Notes. For additional information concerning
these considerations and other factors which may be relevant to such an
investment, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Results of Operations -- Known Trends and
Uncertainties" included in Protective Life's 1995 Annual Report and incorporated
by reference into its Annual Report on Form 10-K for the year ended December 31,
1995.
S-5
<PAGE>
COMPETITION
Life insurance is a highly competitive industry, and Protective Life
encounters significant competition in all lines of business from other insurance
companies, many of which have greater financial resources than Protective Life,
as well as competition from other providers of financial services.
RATINGS
Ratings are an important factor in the competitive position of insurance
companies. Rating organizations periodically review the financial performance
and condition of insurers, including Protective Life and its insurance
subsidiaries. A downgrade in the ratings of Protective Life's subsidiaries could
adversely affect its ability to sell its products and its ability to compete for
attractive acquisition opportunities.
LIQUIDITY OF INVESTMENT PORTFOLIO
Many of the products offered by Protective Life's insurance subsidiaries
allow policyholders and contractholders to withdraw their funds under defined
circumstances. Protective Life's insurance subsidiaries design products and
configure investment portfolios so as to provide and maintain sufficient
liquidity to support anticipated withdrawal demands and contract benefits and
maturities. Formal asset/liability programs are used continuously to monitor the
relative duration of the Company's assets and liabilities. While Protective
Life's insurance subsidiaries own a significant amount of liquid assets, many of
their assets are relatively illiquid. Significant unanticipated withdrawal or
surrender activity could, under some circumstances, compel Protective Life's
insurance subsidiaries to dispose of illiquid assets on unfavorable terms, which
could have a material adverse effect on Protective Life.
INTEREST RATE FLUCTUATIONS
Sudden changes in interest rates expose life insurance companies to the risk
of not earning anticipated spreads between the returns earned on investments and
the credited rates paid on outstanding polices. Both rising and declining
interest rates can negatively affect the Company's spread income. While
Protective Life maintains programs and procedures designed to protect spread
income in rising or falling interest rate environments, no assurance can be
given that significant changes in interest rates will not materially affect such
spreads.
REGULATION AND TAXATION
Protective Life's insurance subsidiaries are subject to government
regulation in each of the states in which they conduct business. Such regulation
is vested in state agencies having broad administrative power over all aspects
of the insurance business, including premium rates, marketing practices,
advertising, policy forms and capital adequacy, and is concerned primarily with
the protection of policyholders. Protective Life cannot predict the form of any
future regulatory initiatives.
Under the Internal Revenue Code of 1986, as amended (the "Code"), income tax
payable by policyholders on investment earnings is deferred during the
accumulation period of certain life insurance and annuity products. This
favorable tax treatment may give certain of Protective Life's products a
competitive advantage over other non-insurance products. To the extent that the
Code is revised to reduce the tax-deferred status of life insurance and annuity
products, or to increase the tax-deferred status of competing products, life
insurance companies, including Protective Life, would be adversely affected.
LITIGATION
A substantial number of civil jury verdicts have been returned against life
and health insurers in the jurisdictions in which Protective Life does business
involving the insurers' sale practices, alleged agent misconduct, failure to
properly supervise agents and other matters. Increasingly these lawsuits have
resulted in the award of substantial judgments against the insurer, including
material amounts of punitive damages that are disproportionate to the actual
damages. In some states (including Alabama), juries have substantial discretion
in awarding punitive damages, which creates the potential for unpredictable
material adverse judgments in any given punitive damages suit. Protective Life
S-6
<PAGE>
and its subsidiaries, like other life and health insurers, in the ordinary
course of business are involved in such litigation. In addition, in some class
action and other lawsuits involving insurers' sales practices, insurers have
made material settlement payments. Although the outcome of any litigation cannot
be predicted with certainty, the management of Protective Life believes that at
the present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse effect on the Company's financial condition.
INVESTMENT RISKS
Protective Life's invested assets are subject to customary risks of credit
defaults and changes in market values. The value of the Company's commercial
mortgage portfolio depends in part on the creditworthiness of the tenants
occupying the properties which the Company has financed. Factors that may affect
the overall default rate on, and market value of, the Company's invested assets
include interest rate levels, financial market performance and general economic
conditions, as well as particular circumstances affecting the businesses of
individual borrowers and tenants.
HOLDING COMPANY STRUCTURE
Protective Life is a holding company that derives substantially all of its
operating income and cash flow from its insurance company subsidiaries.
Protective Life's ability to pay its obligations, including principal and
interest on the Notes, is affected by the ability of its insurance company
subsidiaries to declare and distribute dividends and to make other payments to
the Company. For a description of certain restrictions on the ability of such
subsidiaries to make such payments to Protective Life, see "Protective Life
Corporation" in the accompanying Prospectus.
RECENT DEVELOPMENTS
COMMON STOCK OFFERING
On May 30, 1996, Protective Life completed a public offering of 2,000,000
shares of its common stock at a price to the public of $37.25 per share.
Protective Life realized net proceeds of approximately $70.5 million from that
offering. Those proceeds will be primarily invested by Protective Life in its
insurance company subsidiaries. Pending such application, those proceeds are
being invested in short-term securities.
RECENT OPERATING RESULTS
On July 24, 1996, Protective Life announced its results for the quarter and
period ended June 30, 1996. The Company's operating income, which excludes
realized investment gains and losses and related amortization, was $.76 per
share for the quarter, a 13% increase over the $.67 per share for the second
quarter of 1995. Consolidated net income for the second quarter of 1996 was
$23.3 million, or $.78 per share, compared to $17.9 million, or $.62 per share,
reported for the 1995 second quarter.
The Company's operating income was $1.49 per share in the first six months
of 1996, a 15% increase over the $1.30 per share reported for the first six
months of 1995. Consolidated net income in the first six months of 1996 was
$44.4 million, or $1.51 per share, compared to $36.9 million, or $1.31 per
share, last year.
At June 30, 1996, the Company's assets were approximately $7.8 billion.
Stockholders' equity per share was $18.68 (excluding $.83 per share of
unrealized investment losses resulting from marking the Company's securities to
market values).
S-7
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited summary capitalization of
Protective Life and its consolidated subsidiaries at March 31, 1996 and as
adjusted to give effect to (i) the sale of the Notes offered hereby and the
planned application of the net proceeds therefrom as described under "Use of
Proceeds" herein and (ii) the sale of 2,000,000 shares of Common Stock on May
30, 1996 and the application of the net proceeds of approximately $70.5 million
therefrom. The table below should be read in conjunction with Protective Life's
consolidated financial statements and notes thereto and other financial data
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
---------------------------
ACTUAL AS ADJUSTED
----------- --------------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt...................................................................... $ 10,200 $ 10,200
----------- --------------
Total short-term debt............................................................ 10,200 10,200
----------- --------------
----------- --------------
Long-term debt
Notes payable to banks............................................................. 43,500 245
7.95% Senior Notes due July 1, 2004................................................ 75,000 75,000
Medium-Term Notes.................................................................. -- 45,000
----------- --------------
Total long-term debt............................................................. 118,500 120,245
Series A Preferred Securities of PLC Capital (minority interest in consolidated
subsidiary)......................................................................... 55,000 55,000
Stockholders' equity
Preferred Stock ($1 par value shares authorized: 3,600,000; issued: none).......... -- --
Junior Participating Cumulative Preferred Stock ($1 par value shares authorized:
400,000; issued: none)............................................................ -- --
Common equity ($.50 par value shares authorized: 80,000,000; issued and
outstanding: 28,797,293 and 30,797,293)........................................... 491,327 561,815
----------- --------------
Total stockholders' equity....................................................... 491,327 561,815
----------- --------------
Total capitalization........................................................... $ 675,027 $ 747,260
----------- --------------
----------- --------------
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Notes, estimated to equal $43,255,000
(assuming payment to the Agent of a 3.5% commission on the total principal
amount of the Notes), initially will be used to repay outstanding indebtedness
of the Company under the Credit Agreement, dated as of July 30, 1993, as
subsequently amended, with certain commercial lending institutions and AmSouth
Bank of Alabama, as agent for the lenders (the "Revolver"). The Company can
borrow up to $60 million on an unsecured basis under the Revolver, which is
scheduled to terminate on July 31, 1998, unless terminated earlier in accordance
with its terms. As of March 31, 1996, a total of $43,500,000 was outstanding
under the Revolver. Each loan under the Revolver has a three-year maturity, with
a variable interest rate tied to the London Interbank Offering Rate plus a
specified factor. As of March 31, 1996, the weighted average interest rate on
outstanding loans under the Revolver was 5.63%. While the net proceeds from the
sale of the Notes initially will be used to repay outstanding indebtedness under
the Revolver, amounts may be reborrowed under the Revolver thereafter and used
for general corporate purposes, including the Company's working capital needs,
possible acquisitions of additional blocks of insurance policies or otherwise to
support the continued growth of the Company's business.
S-8
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected financial information for the years ended as of
December 31, 1995, 1994, 1993, 1992 and 1991 has been derived from previously
published audited consolidated financial statements of Protective Life, prepared
in accordance with generally accepted accounting principles, which have been
examined and reported upon by Coopers & Lybrand, L.L.P., independent auditors.
The selected financial information for the three months ended March 31, 1995 and
1996 is unaudited but, in the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 1996 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. The selected financial information should be read in
conjunction with, and is qualified in its entirety by reference to, the
consolidated financial statements from which it has been derived and the
accompanying notes thereto incorporated by reference herein.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEARS ENDED DECEMBER 31,
------------------------- -------------------------------------------------------
1996 1995 1995 1994 1993 1992
---------- ------------- ------------- ---------- ------------- -------------
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums and Policy Fees.................. $ 108,666 $ 102,014(1) $ 411,681(1) $ 402,772 $ 370,758 $ 323,136
Net Investment Income..................... 124,280 112,663 475,924 417,825 362,130 284,069
Realized Investment Gains (Losses)........ 4,421 2,619 1,612 6,298 5,054 (14)
Other Income.............................. 12,378 4,533(1) 32,663 21,553 21,695 18,835
---------- ------------- ------------- ---------- ------------- -------------
Total Revenues............................ 249,745 221,829 921,880 848,448 759,637 626,026
Benefits and Expenses..................... 216,605 192,257(1) 800,846(1) 742,275 674,593 566,079
---------- ------------- ------------- ---------- ------------- -------------
Income Before Income Tax.................. 33,140 29,572 121,034 106,173 85,044 59,947
Net Income................................ 21,068 19,009 76,665 70,401 56,550(2) 41,420(3)
PRE-TAX INCOME BY BUSINESS SEGMENT (1)
Acquisitions.............................. 12,959 11,009 48,490 37,328 27,415(4) 18,785
Financial Institutions.................... 1,335 1,776 8,375 9,024 7,137 4,907
Group..................................... 3,872 1,603 10,060 10,139 8,501 6,723
Guaranteed Investment Contracts (5)....... 6,328 7,317 27,649 29,005 23,245 13,400
Individual Life........................... 3,531 3,494 13,490 13,933 18,005(4) 11,875
Investment Products....................... 2,903 1,840 9,724 (705) 1,255(4) 3,690
Corporate and Other (5)................... 1,522 12 2,663 2,183 (2,390)(4) 2,016
Unallocated and Realized Investment
Gains.................................... 690 2,521 583 5,266 1,876 (1,449)
---------- ------------- ------------- ---------- ------------- -------------
Total Pre-tax Income...................... 33,140 29,572 121,034 106,173 85,044 59,947
BALANCE SHEET DATA
Total Invested Assets..................... 6,252,430 5,574,824 6,025,056 5,301,911 4,766,711 3,597,070
Total Assets.............................. 7,594,796 6,450,331 7,231,257 6,130,284 5,316,005 4,006,667
Total Debt................................ 128,700 124,000 115,500 98,000 147,118 88,248
Total Liabilities......................... 7,103,469 6,085,890 6,704,700 5,859,911 4,955,272 3,725,267
Stockholders' Equity (6).................. 491,327 364,440 526,557 270,373 360,733 281,400
Stockholders' Equity Excluding Net
Unrealized Gains and Losses on
Investments.............................. 486,214 424,491 468,694 377,905 321,449 278,244
PER SHARE DATA (7)
Net Income................................ 0.73 0.69 2.68 2.57 2.07(2) 1.52(3)
Stockholders' Equity (6).................. 17.06 12.67 18.30 9.86 13.17 10.28
Stockholders' Equity Excluding Net
Unrealized Gains and Losses on
Investments.............................. 16.88 14.76 16.29 13.78 11.74 10.16
<CAPTION>
1991
----------
<S> <C>
INCOME STATEMENT DATA
Premiums and Policy Fees.................. $ 273,975
Net Investment Income..................... 233,502
Realized Investment Gains (Losses)........ (3,085)
Other Income.............................. 11,556
----------
Total Revenues............................ 515,948
Benefits and Expenses..................... 464,245
----------
Income Before Income Tax.................. 51,703
Net Income................................ 35,789
PRE-TAX INCOME BY BUSINESS SEGMENT (1)
Acquisitions.............................. 22,199
Financial Institutions.................... 4,104
Group..................................... 6,541
Guaranteed Investment Contracts (5)....... 8,839
Individual Life........................... 11,049
Investment Products....................... (241)
Corporate and Other (5)................... 1,897
Unallocated and Realized Investment
Gains.................................... (2,685)
----------
Total Pre-tax Income...................... 51,703
BALANCE SHEET DATA
Total Invested Assets..................... 2,795,755
Total Assets.............................. 3,120,290
Total Debt................................ 57,579
Total Liabilities......................... 2,868,545
Stockholders' Equity (6).................. 251,745
Stockholders' Equity Excluding Net
Unrealized Gains and Losses on
Investments.............................. 247,764
PER SHARE DATA (7)
Net Income................................ 1.31
Stockholders' Equity (6).................. 9.22
Stockholders' Equity Excluding Net
Unrealized Gains and Losses on
Investments.............................. 9.08
</TABLE>
S-9
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEARS ENDED DECEMBER 31,
------------------------- -------------------------------------------------------
1996 1995 1995 1994 1993 1992
---------- ------------- ------------- ---------- ------------- -------------
CONSOLIDATED STATUTORY FINANCIAL DATA (8) (IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net Income................................ $ 6,735 $ 17,517 $ 115,259 $ 68,945 $ 53,138 $ 32,426
Total Capital and Surplus................. 300,590 314,189 324,416 306,858 265,075 208,476
OTHER DATA
Ratio of Consolidated Earnings to Fixed
Charges (9).............................. 13.2x 12.3x 13.6x 14.7x 14.4x 13.5x
Ratio of Consolidated Earnings to Combined
Fixed Charges and Dividends on Monthly
Income Preferred Securities (10)......... 9.1x 8.4x 9.0x 10.8x 14.4x 13.5x
Ratio of Consolidated Earnings to Interest
on Debt, Dividends on Monthly Income
Preferred Securities and Interest
Credited on Investment Products (11)..... 1.4x 1.4x 1.4x 1.4x 1.4x 1.3x
<CAPTION>
1991
----------
<S> <C>
Net Income................................ $ 35,196
Total Capital and Surplus................. 189,473
OTHER DATA
Ratio of Consolidated Earnings to Fixed
Charges (9).............................. 9.7x
Ratio of Consolidated Earnings to Combined
Fixed Charges and Dividends on Monthly
Income Preferred Securities (10)......... 9.7x
Ratio of Consolidated Earnings to Interest
on Debt, Dividends on Monthly Income
Preferred Securities and Interest
Credited on Investment Products (11)..... 1.4x
</TABLE>
- ------------------------------
(1) Certain reclassifications have been made in the previously reported results
to make prior period results comparable to those of the current year. Such
reclassifications had no effect on previously reported net income, total
assets or stockholders' equity.
(2) Reduced by one-time adjustment of income tax expense of $1,261 or $.05 per
share due to increase in the corporate income tax rate from 34% to 35%.
(3) Reflects the adoption of SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," which decreased net income
$1,053 or $.04 per share.
(4) In 1993 Protective Life changed the method used to apportion net investment
income within Protective Life. The change resulted in increased income
attributable to the Acquisitions, Individual Life and Investment Products
business segments of $2,600, $3,000 and $2,000, respectively, while
decreasing income of the Corporate and Other segment.
(5) Pre-tax income for the Guaranteed Investment Contracts business segment has
not been reduced by pre-tax minority interest of $1,631 in 1991. Pre-tax
income for the Corporate and Other business segment has not been reduced by
pre-tax minority interest of $4,950 in 1995, $2,764 in 1994, $19 in 1993 and
$90 in 1992 and 1991, and $1,238 and $1,237 in the three months ended March
31, 1996 and 1995, respectively. Such minority interest in 1996, 1995 and
1994 arises from payments made on Monthly Income Preferred Securities issued
in 1994.
(6) Reflects the adoption of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" at December 31, 1993. As prescribed by SFAS
No. 115, certain investments are recorded at their market values with the
resulting unrealized gains and losses reduced by a related adjustment to
deferred policy acquisition costs, net of income tax, reported as a
component of stockholders' equity. The market values of fixed maturities
increase or decrease as interest rates fall or rise. Therefore, although the
adoption of SFAS No. 115 does not affect the Company's operations, its
reported stockholders' equity will fluctuate significantly as interest rates
change.
(7) Prior periods have been restated to reflect a two-for-one stock split on
June 1, 1995.
(8) Of Protective Life's insurance subsidiaries prepared in conformity with
statutory accounting practices prescribed or permitted by insurance
regulatory authorities. Statutory accounting practices differ in some
respects from generally accepted accounting principles. For example, (a)
acquisition costs of obtaining new businesses are expensed as incurred, (b)
benefit liabilities are computed using methods statutorily mandated and are
not adjusted for actual experience, (c) income tax expense is computed on
taxable earnings and (d) furniture and equipment, agents' debit balances and
prepaid expenses are charged directly against surplus rather than reported
as assets.
(9) The ratio of consolidated earnings to fixed charges is calculated by
dividing the sum of income before income tax (excluding pre-tax minority
interest but not excluding dividends on Monthly Income Preferred Securities
reported as minority interest) and interest expense on debt, by interest
expense on debt.
(10) The ratio of consolidated earnings to combined fixed charges and dividends
on Monthly Income Preferred Securities is calculated by dividing the sum of
income before income tax (excluding pre-tax minority interest but not
excluding dividends on Monthly Income Preferred Securities reported as
minority interest) and interest expense on debt, by interest expense on debt
and dividends on Monthly Income Preferred Securities.
(11) The ratio of consolidated earnings to interest on debt, dividends on
Monthly Income Preferred Securities and interest credited on investment
products is calculated by dividing the sum of income before income tax
(excluding pre-tax minority interest but not excluding dividends on Monthly
Income Preferred Securities reported as minority interest), interest expense
on debt and interest credited on investment products, by the sum of interest
expense on debt, dividends on Monthly Income Preferred Securities and
interest credited on investment products. Investment products include
products such as GICs and annuities.
S-10
<PAGE>
DESCRIPTION OF THE NOTES
GENERAL
The Notes offered hereby will be issued under a Senior Indenture, dated as
of June 1, 1994 (the "Senior Indenture"), between the Company and The Bank of
New York, as Trustee, as supplemented from time to time by one or more
supplemental indentures (each a "Supplemental Indenture"), to be entered into by
the Company and the Trustee in respect of the Notes (the Senior Indenture, as so
amended and supplemented, is referred to hereinafter as the "Indenture"). The
form of the Senior Indenture has been filed, and a copy of the Supplemental
Indentures referred to above will be filed, as exhibits to the Registration
Statement of which this Prospectus Supplement and the accompanying Prospectus
are a part. The following summary of certain provisions of the Indenture and of
the Notes (referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the summary of
certain provisions of the Debt Securities set forth in the accompanying
Prospectus, to which reference is hereby made. These summaries together address
the material terms of the Notes and the Indenture but are subject to, and are
qualified in their entirety by reference to, the text of the Notes and the
Indenture, including the definitions therein of certain terms capitalized in
this Prospectus Supplement. The following description of the Notes will apply
unless otherwise specified in an applicable Pricing Supplement.
The Notes are currently limited to $45,000,000 aggregate initial offering
price. The Notes will be offered on a continuing basis. Each Note will have a
maturity date of not less than 15 years from the date of issue ("Stated
Maturity"), as specified in an applicable Pricing Supplement.
Unless otherwise specified in a Pricing Supplement, each Note shall bear
interest from the date of issue at the fixed rate per annum specified therein
and in the applicable Pricing Supplement. The Notes may be issued at significant
discounts from their principal amount payable at the Stated Maturity (or on any
prior date on which the principal or a portion of the principal of a Note
becomes due and payable, whether by the declaration of acceleration, call for
redemption at the option of the Company, repayment at the option of the Holder
or otherwise) (each such date, a "Maturity"), and some Notes may not bear
interest.
Interest rates and other variable terms of the Notes are subject to change
by the Company from time to time, but no such change will affect any Note
already issued or as to which an offer to purchase has been accepted by the
Company. Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other things, market conditions and the aggregate
principal amount of the Notes purchased in any single transaction.
The Notes will be issued only in fully registered form in denominations of
$1,000 and any integral multiple thereof. The Notes will be denominated in
United States dollars and payments of principal of, and premium, if any, and
interest on, the Notes will be made in United States dollars.
The provisions of Article 4 of the Indenture relating to defeasance, which
are described in the accompanying Prospectus, will apply to the Notes.
Reference is made to the accompanying Prospectus for a detailed summary of
additional provisions of the Notes and of the Indenture.
RANKING
The Notes will be unsecured general obligations of the Company and will rank
PARI PASSU with all other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding. The Indenture does not limit the
aggregate principal amount of Debt Securities which may be issued thereunder,
and Debt Securities may be issued thereunder from time to time in one or more
series up to the aggregate principal amount from time to time authorized by the
Company for each series. Prior to the date of this Prospectus Supplement, the
Company had issued $75 million aggregate principal
S-11
<PAGE>
amount of Debt Securities under the Indenture. The Company may, from time to
time, without the consent of the Holders of the Notes, provide for the issuance
of Notes or other Debt Securities under the Indenture in addition to the Notes
offered hereby and the other Debt Securities previously issued.
The Notes will be senior to future unsecured subordinated indebtedness
issued by the Company, if any. The Indenture does not preclude the Company's
Subsidiaries from issuing secured or unsecured indebtedness. Further, if the
Company issues secured indebtedness, to the extent the security granted consists
of capital stock in Restricted Subsidiaries, the Indenture requires the Notes to
be PARI PASSU as to security, except in the case of liens (as defined in the
Supplemental Indenture relating to a particular issuance of Notes) (i) on the
shares of stock of a subsidiary of a Person that is merged with or into
Protective Life or a Subsidiary securing debt of such Person, which debt was
outstanding prior to such merger, but only if such pledge and debt were not
incurred in anticipation of such merger, (ii) in favor of Protective Life
securing debt of a Restricted Subsidiary owed to Protective Life, (iii) for
taxes or assessments or governmental charges or levies not then due and
delinquent or the validity of which are being contested, or (iv) created by or
resulting from any litigation or legal proceeding being contested. To the extent
the security consists of assets other than capital stock in Restricted
Subsidiaries, the Indenture provides no corresponding protection for the Notes.
Therefore, indebtedness issued by the Company's Subsidiaries and indebtedness
issued by the Company secured by assets other than capital stock of Restricted
Subsidiaries may be paid ahead of the Notes in the event of insolvency of the
Company or its Subsidiaries.
The term "Restricted Subsidiary" means any Subsidiary of Protective Life
with assets greater than or equal to 20% of all assets of Protective Life and
its Subsidiaries, computed and consolidated in accordance with generally
accepted accounting principles.
GLOBAL NOTES
The Notes will be issued in the form of one or more fully registered global
securities, representing the aggregate principal amount of the Notes (the
"Global Notes"), that will be deposited with, or on behalf of, the Depository,
and registered in the name of Cede & Co., the nominee of the Depository, and,
except under circumstances described in the Prospectus under "Description of
Debt Securities of Protective Life -- Global Debt Securities," Global Notes will
not be exchangeable for definitive Notes and will not otherwise be issuable as
definitive Notes.
The Depository has advised Protective Life that the Depository is a limited
purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of section 17A of the Securities Exchange Act of 1934, as amended.
The Depository holds securities that its participants ("Participants") deposit
with it. The Depository also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
The Depository is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depository's book-entry
system is also available to others, such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to the Depository and its participants are
on file with the Securities and Exchange Commission.
Principal and interest payments on the Notes will be made to the Depository.
The Depository's practice is to credit Direct Participants' accounts on the
relevant payable date in accordance with their respective holdings shown on the
Depository's records unless the Depository has reason to believe that it will
not receive payment on such payable date. Payments by Participants to actual
purchasers
S-12
<PAGE>
of each Note or their transferees ("Beneficial Owners") will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of the
Depository, the Trustee, or Protective Life, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depository is the responsibility of Protective
Life; disbursement of such payments to Direct Participants shall be the
responsibility of the Depository; and disbursement of payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
A further description of the Depository's procedures with respect to Global
Notes is set forth in the Prospectus under "Description of Debt Securities of
Protective Life -- Global Debt Securities."
The Depository has confirmed to the Company and the Trustee that it intends
to follow such procedures.
INTEREST
Unless otherwise specified in an applicable Pricing Supplement, each Note
will bear interest from, and including, the date of issue, or the most recent
date to which interest has been paid or duly provided for, to, but excluding,
the next succeeding Interest Payment Date or Maturity, as the case may be, at
the rate per annum stated therein and in the applicable Pricing Supplement,
until the principal amount thereof is paid or made available for payment. Unless
otherwise specified in an applicable Pricing Supplement, interest on the Notes
will be computed 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, will be calculated on the
basis of the actual number of days elapsed in such period.
Unless otherwise specified in an applicable Pricing Supplement, the Notes
will bear interest at fixed rates. Interest on the Notes will accrue from their
date of issue and, unless otherwise specified in the applicable Pricing
Supplement, will be payable semi-annually in arrears on such dates as are
specified in the applicable Pricing Supplement and at a Maturity. Notes may also
be issued with original issue discount, and such Notes may or may not currently
pay interest.
The interest so payable on any Note which is punctually paid or duly
provided for on any Interest Payment Date will be paid to the Person in whose
name such Note is registered at the close of business on the Regular Record Date
preceding such Interest Payment Date. The interest so payable on any Note which
is not punctually paid or duly provided for on any Interest Payment Date will
forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant Regular Record Date, and such defaulted interest will
instead be payable to the Person in whose name such Note is registered on the
Special Record Date or other specified date determined in accordance with the
Indenture.
Unless otherwise specified in an applicable Pricing Supplement, the first
payment of interest on any Note originally issued between a Regular Record Date
and the related Interest Payment Date will be on the Interest Payment Date
immediately following the next succeeding Regular Record Date. If any Interest
Payment Date or Maturity of a Note falls on a day that is not a Business Day,
the related payment of principal, premium, if any, or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest will accrue on the amount so payable for the period from and
after such Interest Payment Date or Maturity, as the case may be.
Notwithstanding the immediately preceding sentence, in the event that any date
on which interest is payable on a Note is not a Business Day and the next
succeeding Business Day is in the next calendar year, such payment will be made
on the immediately preceding Business Day, with the same force and effect as if
made on such date.
ORIGINAL ISSUE DISCOUNT NOTES
Notes may be issued at a price less than their redemption price at Maturity,
resulting in such Notes being treated as if they were issued with original issue
discount for Federal income tax purposes ("Original Issue Discount Notes"). Such
Original Issue Discount Notes may currently pay no interest
S-13
<PAGE>
or interest at a rate which at the time of issuance is below market rates. See
"Certain United States Income Tax Considerations." Certain additional
considerations relating to any Original Issue Discount Notes may be described in
the Pricing Supplement relating thereto.
LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL OWNER
Unless the Notes have become due and payable prior to their Stated Maturity
by reason of an Event of Default (or by reason of redemption at the option of
the Company, if applicable), commencing on the second anniversary of the issue
date of the Notes in question the Representative (as defined below) of a
deceased Beneficial Owner of an interest in the Notes has the right to request
redemption of all or part of his or her interest in the 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 on such second
anniversary or beginning on any subsequent anniversary thereof, (i) on behalf of
any given deceased Beneficial Owner any interest in the Notes which exceeds an
aggregate principal amount of $25,000 or (ii) interests in the Notes in an
aggregate principal amount exceeding two percent of the aggregate principal
amount of Notes originally issued under the same Supplemental Indenture as
described in the applicable Pricing Supplement. In the case of interests in the
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 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 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 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 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 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 Notes to be
redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent
S-14
<PAGE>
(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 Notes. Subject to arrangements with the
Depository, payment of the redemption price for an interest in the 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 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
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 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.
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 Notes.
Because of the limitations on the Company's obligation to redeem interests
in the Notes as described above, no Beneficial Owner can have any assurance that
his interest in the Notes will be paid prior to Stated Maturity.
REDEMPTION AT THE OPTION OF THE COMPANY
Unless otherwise indicated in a Pricing Supplement, the Notes will not be
subject to any sinking fund. The Notes will be redeemable at the option of the
Company prior to the Stated Maturity only if so specified therein and in the
applicable Pricing Supplement. If so specified, then on such dates as are
specified in such Pricing Supplement a Note may be redeemed in whole or in part
in increments of $1,000 at the option of the Company at the applicable
Redemption Price specified in such Pricing Supplement, together with interest
thereon payable to the date of redemption, on notice given not more than 60 nor
less than 30 days prior to the date of redemption and in accordance with the
provisions of the Indenture.
The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, surrendered to the Trustee for
cancellation.
CERTAIN RESTRICTIVE PROVISIONS
The Indenture contains, among others, the following covenants:
LIMITATIONS ON SALES OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES. Protective
Life is restricted from disposing of in any way any shares of capital stock of a
Restricted Subsidiary (other than directors' qualifying shares or dispositions
to a Subsidiary), and Restricted Subsidiaries are restricted from disposing of
in any way any shares of capital stock of any other Restricted Subsidiary (other
than for directors' qualifying shares or dispositions to Protective Life or to a
Subsidiary), except for the
S-15
<PAGE>
disposition of the entire capital stock of such Restricted Subsidiary owned
directly or indirectly by Protective Life for a consideration which, in the
opinion of its Board of Directors, is at least equal to the fair value thereof.
The Company is not required pursuant to the Indenture to repurchase the
Notes, in whole or in part, with the proceeds of any sale, transfer or other
disposition of any shares of capital stock of any Restricted Subsidiary (or of
any Subsidiary having any direct or indirect control of any Restricted
Subsidiary). Further, the Indenture does not provide for any restrictions on the
Company's use of such proceeds.
The Indenture does not contain any provisions that will restrict the Company
from incurring, assuming or becoming liable with respect to any indebtedness or
other obligations, whether secured or unsecured, or from paying dividends or
making other distributions on its capital stock or purchasing or redeeming its
capital stock. The Indenture does not contain any financial ratios or specified
levels of net worth or liquidity to which the Company must adhere. In addition,
the Indenture does not contain any provision that would require that the Company
repurchase or redeem or otherwise modify the terms of any of the Notes upon a
change in control or other events involving the Company which may adversely
affect the creditworthiness of the Notes.
LIMITATIONS ON LIENS ON RESTRICTED SUBSIDIARIES' CAPITAL STOCK. Protective
Life will not, and will not permit any Restricted Subsidiary, at any time
directly or indirectly to, create, assume, incur or suffer to exist any
indebtedness secured by a pledge, lien or other encumbrance on the capital stock
of any Restricted Subsidiary without making effective provision for securing the
Notes then outstanding (and if Protective Life so elects, any other indebtedness
ranking on a parity with the Notes) equally and ratably with such secured
indebtedness as to such property for so long as such indebtedness will be so
secured; PROVIDED, HOWEVER, that this covenant will not be applicable to liens
(as defined in the Indenture Supplement relating to the Notes) (i) on the shares
of stock of a subsidiary of a Person that is merged with or into Protective Life
or a Subsidiary securing debt of such Person, which debt was outstanding prior
to such merger, but only if such pledge and debt were not incurred in
anticipation of such merger, (ii) in favor of Protective Life securing debt of a
Restricted Subsidiary owed to Protective Life, (iii) for taxes or assessments or
governmental charges or levies not then due and delinquent or the validity of
which are being contested, or (iv) created by or resulting from any litigation
or legal proceeding being contested.
EVENTS OF DEFAULT
The Supplemental Indenture relating to the Notes modifies the Events of
Default described in the Prospectus by defining as one such Event of Default a
default in payment of principal relating to indebtedness of the Company and its
consolidated subsidiaries for borrowed money having an aggregate principal
amount of $15 million or more, or other default resulting in acceleration of
indebtedness of the Company and its consolidated subsidiaries for borrowed money
where the aggregate principal amount so accelerated equals or exceeds $15
million and such acceleration is not rescinded or annulled within 30 days after
the written notice thereof to the Company by the Trustee or to the Company and
the Trustee by the Holders of 25% in aggregate principal amount of the Notes
then outstanding; provided that such Event of Default will be remedied, cured or
waived if the default that caused such Event of Default is remedied, cured or
waived.
CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS
The following is a summary of certain United States Federal income tax
consequences of the ownership of the Notes as of the date hereof. It is based on
the Code and final, temporary and proposed Treasury Regulations, Revenue Rulings
and judicial decisions, all as of the date hereof. It is also based upon certain
of the facts set forth in this Prospectus Supplement and the accompanying
Prospectus and upon standard procedures followed in connection with the offer
and sale of the Notes. This summary deals only with Notes held as capital assets
by their original purchasers who are United States Owners (as defined below) and
does not address special tax situations. This summary does not
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purport to cover all the possible tax consequences of the purchase, ownership or
disposition of the Notes, and it is not intended as tax advice to any owner
thereof. PERSONS CONSIDERING THE PURCHASE OR SALE OF THE NOTES SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF THE INCOME TAX LAWS OF THE
UNITED STATES, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTIONS, TO THEIR PARTICULAR SITUATIONS.
Additional United States Federal income and other tax consequences
applicable to particular Notes may be set forth in the applicable Pricing
Supplements.
As used herein, "United States Owner" means a beneficial owner of a Note
which is a United States person, and "United States person" means a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source. "United States"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions (including the Commonwealth of
Puerto Rico) and other areas subject to its jurisdiction.
PAYMENTS OF INTEREST
In general, interest (including original issue discount, as discussed below)
on a Note will be treated as ordinary interest income to the United States Owner
of the Note at the time it accrues or is received, in accordance with the United
States Owner's method of accounting for tax purposes, or, in the case of
original issue discount, specific United States Federal income tax provisions.
The amount of original issue discount or market discount (as discussed below)
which is includible in income in respect of a Note while held by a United States
Owner will be added to such United States Owner's tax basis for such Note, and
such basis will be reduced by any amortized acquisition or other premium (as
discussed below) and amounts of other payments that do not constitute qualified
stated interest (as defined below).
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
A United States Owner of a Note will recognize gain or loss on the sale,
exchange or retirement of such Note equal to the difference between the amount
realized thereon and such owner's tax basis in the Note, which gain or loss will
generally be capital gain or loss (except to the extent of market discount that
is treated as having accrued) and will be long-term capital gain or loss if at
the time of the sale, exchange or retirement the Note has been held for more
than one year. The maximum rate on ordinary income for taxpayers that are
individuals, estates or trusts is 39.6 percent, while the maximum rate on
long-term capital gains for such taxpayers is 28 percent. The distinction
between capital gain or loss and ordinary income or loss is also relevant for
purposes of limitations on the deductibility of capital losses.
ORIGINAL ISSUE DISCOUNT
A Note with an "issue price" that is less than its "stated redemption price
at maturity" will generally be considered to be issued at an original issue
discount for United States Federal income tax purposes. Generally, however,
under the "de minimis exception," if the difference between a Note's stated
redemption price at maturity and its issue price is less than .25 percent of the
stated redemption price at maturity multiplied by the number of complete years
from the issue date to maturity, the Note will not be considered to have
original issue discount. "Issue price" is defined generally as the initial
offering price to the public at which a substantial amount of the particular
issue of Notes is sold. "Stated redemption price at maturity" is defined
generally as the amount payable on an obligation at maturity, except for
payments of "qualified stated interest," which include, among other things,
payments of stated interest that are unconditionally payable or constructively
received at least annually at a single fixed rate.
If the period between the issue date of a Note and the first interest
payment date is longer than the periods between subsequent interest payment
dates, the Note will be a "long-period Note." Under Treasury Regulations issued
on January 27, 1994 (the "Original Issue Discount Regulations"), a long-
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period Note will not be considered issued with original issue discount if all
stated interest on the Note is qualified stated interest. If all stated interest
is not qualified stated interest because the interest rate for the long period
is effectively below the rate applicable for the remainder of the Note's term,
the Note will not have original issue discount if (i) the value of the fixed
interest rate is adjusted in "any reasonable manner" (as discussed in the
Original Issue Discount Regulations) to take into account the length of the long
period, or (ii) the de minimis exception discussed above, with certain
modifications, applies. One of these exceptions will generally apply to
long-period Notes, but if neither exception applies, then such Notes will
generally be treated as bearing interest at multiple fixed rates.
If interest is payable on a Note at multiple fixed rates, then such Note
will provide for qualified stated interest only to the extent of the lowest
fixed rate at which qualified stated interest would be payable. Any interest
payable in excess of this rate will generally be considered original issue
discount.
United States Owners of Notes with original issue discount will generally be
required to include original issue discount in gross income for United States
Federal income tax purposes as it accrues, in accordance with a constant yield
method based on a compounding of interest, in advance of receipt of the cash
payments attributable to such income. Such original issue discount generally
will result in the acceleration of recognition of ordinary income to United
States Owners. Under the constant yield method, United States Owners of such
Notes will generally be required to include in income increasingly greater
amounts of original issue discount.
Under the Original Issue Discount Regulations, a United States Owner may
elect to accrue all "interest" on a Note as original issue discount (I.E., using
the constant yield method discussed above). If a United States Owner elects this
method, the Note's issue price will be deemed to be such owner's basis in the
Note at the time of its acquisition, and all of the payments on the Note will be
treated as included in its stated redemption price at maturity. This election is
available whether or not such a Note has original issue discount, and it applies
to any stated interest, original issue discount (including discount that is de
minimis) and market discount (as discussed below) on a Note, all as adjusted by
any acquisition or other premium (as discussed below). This election may be made
on an obligation-by-obligation basis but, once made on an obligation with bond
premium, it will operate as an election to amortize premium with respect to all
of such United States Owner's debt instruments with premium, not just those on
which it is electing to apply the constant yield method. A similar consistency
rule applies to debt instruments with market discount and the election to
include such discount in income currently.
MARKET DISCOUNT AND PREMIUM
If a United States Owner purchases a Note (including a purchase in
connection with its original issuance) for an amount that is less than its
"revised issue price" (defined as the sum of the issue price of the Note, as
defined above, and the aggregate amount, if any, of the original issue discount
included, without regard to the rules for acquisition premium discussed below,
in the gross income of all previous owners of the Note), the amount of the
difference will be treated as "market discount" for United States Federal income
tax purposes, unless such difference is less than a specified de minimis amount.
Under the market discount rules, a United States Owner will be required to treat
any principal payment on, or any gain on the sale, exchange, retirement or other
disposition of, a Note as ordinary income to the extent of the market discount
which has not previously been included in income and is treated as having
accrued on such Note at the time of such payment or disposition. In addition,
the United States Owner may be required to defer, until the maturity of the Note
or its earlier disposition in a taxable transaction, the deduction of all or a
portion of the interest expense on any indebtedness incurred or continued to
purchase or carry such Note. Any market discount will be considered to accrue
ratably during the period from the date of acquisition to the Maturity of the
Note, unless the United States Owner elects to accrue on a constant yield
method. A United States Owner of a Note may elect to include market discount in
income currently as it accrues (on either a ratable or
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constant yield method), in which case the rule described above regarding
deferral of interest deductions will not apply. This election to include market
discount in income currently, once made, applies to all market discount
obligations acquired on or after the first taxable year to which the election
applies, and may not be revoked without the consent of the Internal Revenue
Service.
A United States Owner that purchases a Note with original issue discount for
an amount that is greater than the Note's "adjusted issue price" (defined
generally as the issue price of the Note increased by the aggregate amount of
original issue discount includible, if any, in the gross income of all previous
owners of the Note and decreased by the aggregate amount of payments made on the
Note, if any, other than payments of qualified stated interest) but less than
the sum of all amounts payable on the Note after the purchase date (other than
payments of qualified stated interest) will be considered to have purchased such
Note at an "acquisition premium." The amount of original issue discount such
owner must include in its gross income with respect to such Note for any taxable
year will be reduced by the portion of such acquisition premium properly
allocable to such year.
If a United States Owner acquires a Note for an amount that is greater than
both its revised issue price and the sum of all amounts payable on the Note
after the purchase date (other than payments of qualified stated interest), such
owner will be considered to have purchased such Note at a premium, such Note
will have no original issue discount, and such owner may elect to amortize such
premium using a constant yield method, generally over the remaining term of the
Note. Such premium shall be deemed to be an offset to interest otherwise
includible in income in respect of such Note.
BACKUP WITHHOLDING AND INFORMATION REPORTING
A 31-percent "backup" withholding tax and certain information reporting
requirements may apply to certain payments to certain United States Owners of
principal of and interest (including original issue discount, if any) on, and
proceeds of the sale or exchange before maturity of, a Note. Under current
Treasury Regulations, backup withholding and information reporting will not
apply to payments on the Notes made by Protective Life or any paying agent
thereof (in its capacity as such) to exempt recipients, such as corporations or
financial institutions, but such entities may be required to establish their
status as such. Under current Treasury Regulations, backup withholding and
information reporting also will not apply to payments on the Notes made by any
custodian, nominee or other agent of a United States Owner, or to the payment of
the proceeds of a sale or exchange of a Note made to a United States Owner, if
such payments or proceeds are paid to exempt recipients such as corporations or
financial institutions, but such entities may be required to establish their
status as such. In the case of a United States Owner that has not established an
exemption from information reporting and backup withholding (for example, an
individual), backup withholding will not be applicable if such owner has
supplied an accurate Taxpayer Identification Number, has not been notified by
the Internal Revenue Service that it has failed to report properly payments of
interest and dividends and, in certain circumstances, has certified under
penalties of perjury that it has received no such notification and that it has
supplied an accurate Taxpayer Identification Number. Any amounts withheld under
the backup withholding rules from a payment to a United States Owner of a Note
will be allowed as a refund or a credit against such owner's United States
Federal income tax, provided that any required information is furnished to the
Internal Revenue Service.
On April 15, 1996, the Internal Revenue Service issued proposed regulations
on backup withholding and certain information reporting requirements. If
finalized in their current form, those regulations would apply to payments on
Notes made after December 31, 1997, including payments on Notes issued on or
before that date. In general, the proposed regulations would not significantly
alter the present rules discussed above, except in certain special situations.
Accordingly, owners of Notes should consult their tax advisors as to the
potential impact of the proposed regulations on their particular situations.
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PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis for sale by the Company
through the Agent, which has agreed to use its reasonable efforts to solicit
offers to purchase the Notes, and the Company may also sell Notes to the Agent,
as principal, for resale to investors and other purchasers at varying prices
related to prevailing market prices at the time of resale, as determined by the
Agent, or, if so agreed, at a fixed public offering price. In addition, the
Company may arrange for the Notes to be sold through other agents, may sell
Notes directly on its own behalf and may solicit and accept offers, and accept
unsolicited offers, to purchase Notes directly on its own behalf or from any
other broker or dealer. The Company reserves the right to withdraw, cancel or
modify the offer made hereby without notice and may reject offers to purchase in
whole or in part whether placed directly with the Company or through the Agent.
The Agent will have the right, in its discretion, to reject in whole or in part
any offer to purchase Notes received by it. The Company will pay the Agent, in
the form of a discount or otherwise, a commission, ranging from 2.5 to 3.5% of
the principal amount of a Note, depending on its Stated Maturity. Commissions
with respect to Notes with a Stated Maturity in excess of 30 years from the date
of issue which are sold through the Agent will be agreed to by the Company and
the Agent at the time of such sale.
In addition, the Agent may offer the Notes it has purchased as principal to
other dealers for resale to investors and may allow to such dealers any portion
of the discount received by the Agent for the Company in connection with the
sale of such Notes. Unless otherwise indicated in the applicable Pricing
Supplement, any Notes sold to the Agent as principal will be purchased by the
Agent at a price equal to 100% of the principal amount thereof less a percentage
equal to the commission as described above applicable to any agency sale of a
Note with an identical Stated Maturity, and may be resold by the Agent to
investors and other purchasers from time to time in one or more transactions as
described above. After the initial public offering of Notes, the public offering
price (in the case of Notes to be resold on a fixed offering price basis), the
concession and discount may be changed.
Unless otherwise specified in the applicable Pricing Supplement, payment of
the purchase price of the Notes will be required to be made in immediately
available funds in New York City on the date of settlement.
No Note will have an established trading market when issued, and unless
otherwise specified in an applicable Pricing Supplement, the Notes will not be
listed on any securities exchange. The Agent may from time to time purchase and
sell Notes in the secondary market, but the Agent is not obligated to do so, and
there can be no assurance that there will be a secondary market for the Notes or
liquidity in the secondary market if one develops. From time to time, the Agent
may make a market in the Notes.
The Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Company and the
Agent have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments made in
respect thereof. The Company has also agreed to reimburse the Agent for certain
expenses.
In the ordinary course of business, the Agent or certain of its affiliates
have in the past engaged in or provided, and may in the future engage in or
provide, investment banking or brokerage transactions with or services for the
Company or its subsidiaries. In addition, in the ordinary course of business,
the Agent or certain of its affiliates have in the past marketed and sold on a
regular basis, and may in the future market and sell, certain of the Company's
insurance products, including individual life, term life and fixed and variable
annuity products.
Concurrently with the offering of Notes through the Agent as described
herein, the Company may issue other Debt Securities pursuant to the Indenture.
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LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for Protective
Life by Sutherland, Asbill & Brennan, 999 Peachtree Street, Atlanta, Georgia and
for the Agent by Bryan Cave LLP, One Metropolitan Square, 211 North Broadway,
Suite 3600, St. Louis, Missouri.
EXPERTS
The consolidated balance sheets of Protective Life as of December 31, 1995
and 1994 and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended December 31, 1995
and the related financial statement schedules which are incorporated by
reference or included in Protective Life's Annual Report on Form 10-K for the
year ended December 31, 1995 and which have been incorporated by reference in
this Prospectus Supplement, have been incorporated herein in reliance on the
report, which includes an explanatory paragraph with respect to changes in
Protective Life's methods of accounting for stock-based employee compensation
plans in 1995 and for certain investments in debt and equity securities in 1993,
of Coopers & Lybrand LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for Protective
Life and Subsidiaries for the three-month periods ended March 31, 1996 and 1995
incorporated by reference in this Prospectus Supplement, the independent
accountants have reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report included in the Registration Statement of which
this Prospectus Supplement forms a part states that they did not audit and they
do not express an opinion on such interim financial information. Accordingly,
the degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. The independent
accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 with respect to their report on the unaudited interim
financial information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act of 1933.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Protective Life Corporation.................... S-3
Investment Considerations...................... S-5
Recent Developments............................ S-7
Capitalization................................. S-8
Use of Proceeds................................ S-8
Selected Consolidated Financial Data........... S-9
Description of the Notes....................... S-11
Certain United States Income Tax
Considerations............................... S-16
Plan of Distribution........................... S-20
Legal Opinions................................. S-21
Experts........................................ S-21
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Protective Life Corporation.................... 3
PLC Capital L.L.C.............................. 3
Use of Proceeds................................ 4
Ratios of Consolidated Earnings to Fixed
Charges...................................... 4
Description of Debt Securities of Protective
Life......................................... 5
Description of Capital Stock of Protective
Life......................................... 14
Description of Preferred Stock of Protective
Life......................................... 15
Description of Common Stock of Protective
Life......................................... 15
Description of Preferred Securities of PLC
Capital...................................... 21
Description of Certain Contractual Back-Up
Obligations of Protective Life............... 22
Plan of Distribution........................... 23
Validity of Securities......................... 24
Experts........................................ 24
</TABLE>
$45,000,000
PROTECTIVE LIFE
CORPORATION
MEDIUM-TERM NOTES
DUE 15 YEARS OR MORE FROM DATE OF ISSUE
-----------
PROSPECTUS SUPPLEMENT
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EDWARD D. JONES & CO.
JULY 24, 1996
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