<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
PROTECTIVE LIFE
CORPORATION PLC CAPITAL L.L.C.
(Exact name of registrant/guarantor as (Exact name of registrant as specified
specified in its charter) in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-2492236 63-1114346
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
C/O DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
P.O. BOX 2606
BIRMINGHAM, ALABAMA 35202
(205) 879-9230
(Address, including zip code and telephone number, including area
code, of registrants' principal executive offices and agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL W. BLAIR, ESQ. ALAN J. SINSHEIMER, ESQ.
DEBEVOISE & PLIMPTON SULLIVAN & CROMWELL
875 THIRD AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10004
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as determined by market conditions, after the effective date of this
registration statement.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 33-55063
If this Form is a post-effective amendment filed pursuant fo Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE (1) FEE
<S> <C> <C> <C> <C>
Protective Life Corporation Debt Securities (2)(4); Protective
Life Corporation Preferred Stock (4); Protective Life Corporation
Common Stock (3)(4); PLC Capital L.L.C. Cumulative Monthly Income
Preferred Securities; Protective Life Corporation Guarantee...... (5) (5) $15,000,000 $5,173 (5)
<FN>
(1) In United States dollars or the equivalent thereof (based on the applicable
exchange rate at the time of sale) if Protective Life Corporation Debt
Securities are issued with principal amounts denominated in one or more
foreign or composite currencies as shall be designated by Protective Life
Corporation. Such amount represents the maximum aggregate offering price to
the public of the securities offered hereby. No separate consideration will
be received for any Protective Life Corporation Guarantee.
(2) Includes subordinated debentures which may be issued by Protective Life
Corporation to evidence the loan by PLC Capital L.L.C. to Protective Life
Corporation of any proceeds from (i) the offer and sale of the PLC Capital
L.L.C. Cumulative Monthly Income Preferred Securities and (ii) other
capital contributions to PLC Capital L.L.C. No separate consideration will
be received for any such subordinated debentures.
(3) Includes rights to purchase Junior Participating Cumulative Preferred Stock
of Protective Life Corporation. Prior to the occurrence of certain events,
the rights will not be exercisable or evidenced separately from the
Protective Life Corporation Common Stock.
(4) Includes such indeterminate number of shares of Common Stock and Preferred
Stock, and indeterminate number of Debt Securities, as may be issued upon
conversion or exchange of any other Debt Securities or Preferred Stock that
provide for conversion or exchange into other securities.
(5) The aggregate amount to be registered and the aggregate offering price per
unit have been omitted pursuant to Securities Act Release No. 6964. The
registration fee has been calculated on the basis of the maximum offering
price of all securities listed in accordance with Rule 457(o) under the
Securities Act of 1933. No separate registration fee is required for the
Guarantee in accordance with Rule 457(n).
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED HEREIN ALSO RELATES TO A TOTAL OF $45,000,000 OF UNSOLD SECURITIES
REGISTERED AS PROTECTIVE LIFE CORPORATION DEBT SECURITIES AND PREFERRED STOCK
AND PLC CAPITAL L.L.C. CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES (AND
PROTECTIVE LIFE CORPORATION GUARANTEES THEREOF) UNDER REGISTRATION STATEMENT NO.
33-52831, WHICH WAS DECLARED EFFECTIVE ON MAY 31, 1994. IN THE EVENT ANY OF SUCH
PREVIOUSLY REGISTERED AND UNSOLD SECURITIES ARE OFFERED AND SOLD PRIOR TO THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE AMOUNT OF SUCH SECURITIES
WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER. THIS REGISTRATION STATEMENT
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-52831, PURSUANT TO WHICH THE TOTAL AMOUNT OF UNSOLD SECURITIES PREVIOUSLY
REGISTERED UNDER REGISTRATION STATEMENT NO. 33-52831, WITHOUT LIMITATION AS TO
CLASS OF SECURITIES, MAY BE OFFERED AND SOLD AS PROTECTIVE LIFE CORPORATION DEBT
SECURITIES AND PREFERRED STOCK AND PLC CAPITAL L.L.C. CUMULATIVE MONTHLY INCOME
PREFERRED SECURITIES (AND PROTECTIVE LIFE CORPORATION GUARANTEES THEREOF)
TOGETHER WITH THE SECURITIES REGISTERED HEREUNDER, THROUGH THE USE OF THE
COMBINED PROSPECTUS INCLUDED HEREIN.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
33-55063
Protective Life Corporation and PLC Capital L.L.C. (the "Registrants")
hereby incorporate by reference into this Registration Statement on Form S-3 in
its entirety the Registration Statement on Form S-3 (File No. 33-55063) declared
effective on October 12, 1994 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Registrants with the
Commission and incorporated or deemed to be incorporated by reference therein.
<PAGE>
EXHIBITS
Set forth below is a list of the exhibits included as part of the
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------------ ---------------------------------------------------------------------------------------------------------
<C> <S>
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC Capital L.L.C., as to
legality of the offered securities, the guarantee and the subordinated debentures
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel to Protective Life Corporation and PLC
Capital L.L.C., as to legality of the cumulative monthly income preferred securities
23(a) Consent of Coopers & Lybrand, L.L.P.
23(b) Consent of KPMG Peat Marwick LLP
23(c) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
23(d) Consent of Richards, Layton & Finger (included in Exhibit 5(b))
24 Power of Attorney
</TABLE>
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PROTECTIVE LIFE
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON MAY 9, 1996.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ JERRY W. DEFOOR
--------------------------------------
Jerry W. DeFoor
Vice President and Controller
and Chief Accounting Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PLC CAPITAL
L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON MAY 9, 1996.
PLC CAPITAL L.L.C.
(Registrant)
By PROTECTIVE LIFE CORPORATION
as Managing Member
By: /s/ JERRY W. DEFOOR
--------------------------------------
Jerry W. DeFoor
Vice President and Controller
and Chief Accounting Officer
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES WITH PROTECTIVE LIFE CORPORATION AND THE MANAGING MEMBER INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- -------------------------------------------- ----------------------------------- ------------------------------
<C> <S> <C>
President and Chief Executive
* Officer (Principal Executive
---------------------------------- Officer), Chairman of the Board
Drayton Nabers, Jr. and Director
/s/ JOHN D. JOHNS Executive Vice President and Chief
---------------------------------- Financial Officer (Principal May 9, 1996
John D. Johns Financial Officer)
/s/ JERRY W. DEFOOR Vice President and Controller and
---------------------------------- Chief Accounting Officer May 9, 1996
Jerry W. DeFoor (Principal Accounting Officer)
*
---------------------------------- Chairman Emeritus and Director
William J. Rushton III
*
---------------------------------- Director
John W. Woods
*
---------------------------------- Director
William J. Cabaniss, Jr.
*
---------------------------------- Director
H.G. Pattillo
*
---------------------------------- Director
John J. McMahon, Jr.
*
---------------------------------- Director
A.W. Dahlberg
*
---------------------------------- Director
John W. Rouse, Jr.
*
---------------------------------- Director
Robert T. David
*
---------------------------------- Director
Ronald L. Kuehn, Jr.
*
---------------------------------- Director
Herbert A. Sklenar
*
---------------------------------- Director
James S.M. French
*
---------------------------------- Director
Robert A. Yellowlees
*By /s/ DEBORAH J. LONG
------------------------------
Deborah J. Long
Attorney-in-Fact
May 9, 1996
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT INDEX
- ------------ ---------------------------------------------------------------------------------------------------------
<C> <S>
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC Capital L.L.C., as to
legality of the offered securities, the guarantee and the subordinated debentures
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel to Protective Life Corporation and PLC
Capital L.L.C., as to legality of the cumulative monthly income preferred securities
23(a) Consent of Coopers & Lybrand, L.L.P.
23(b) Consent of KPMG Peat Marwick LLP
23(c) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
23(d) Consent of Richards, Layton & Finger (included in Exhibit 5(b))
24 Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 5(A)
[Letterhead of Debevoise & Plimpton]
May 9, 1996
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
PLC Capital L.L.C.
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
Protective Life Corporation
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special counsel to Protective Life Corporation, a
Delaware Corporation ("Protective Life"), and PLC Capital L.L.C., a Delaware
limited liability company ("PLC Capital"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"), of a
Registration Statement on Form S-3 (the "Registration Statement"), relating
to the registration of $15,000,000 in the aggregate of additional (I) debt
securities representing unsecured obligations of Protective Life (the "Senior
Debt Securities") to be issued pursuant to
<PAGE>
the Senior Indenture, dated as of June 1, 1994, as supplemented by
Supplemental Indenture No. 1, dated as of July 1, 1994 (as so supplemented,
the "Senior Indenture"), between Protective Life and The Bank of New York, as
trustee (the "Senior Trustee") and subordinated debt securities
("Subordinated Debt Securities" and, together with the Senior Debt Securities,
the "Debt Securities") to be issued pursuant to the Subordinated Indenture,
dated as of June 1, 1994, as supplemented and amended by Supplemental
Indenture No. 1, dated as of June 9, 1994 and Supplemental Indenture No. 2,
dated as of August 1, 1994 (as so supplemented and amended, the "Subordinated
Indenture") between Protective Life and AmSouth Bank of Alabama ("AmSouth
Bank"), a state banking corporation, successor by conversion of charter to
AmSouth Bank, N.A., as trustee (the "Subordinated Trustee"), (II) shares of
preferred stock of Protective Life, par value $1.00 per share ("Preferred
Stock"), (III) shares of common stock of Protective Life, par value $0.50 per
share ("Common Stock"), and the rights to purchase Series A Junior
Participating Cumulative Preferred Stock of Protective Life, par value $1.00
per share, or in certain circumstances either Common Stock or the common
stock of any acquiring company, related to the Common Stock (the "Rights") to
be issued pursuant to the Rights Agreement, dated August 7, 1995 (the "Rights
Agreement"), between the Protective Life and AmSouth Bank, as Rights Agent,
(IV) such indeterminate number of shares of Common Stock as may be issuable
in exchange for or upon conversion of any Subordinated Debt Securities or
Preferred Stock that provide for conversion or exchange into Common Stock,
and the Rights relating thereto, (V) such indeterminate number of shares of
Preferred Stock and such indeterminate number of Debt Securities,
respectively, as may be issuable in exchange for or upon conversion of any
Subordinated Debt Securities or Preferred Stock, respectively, that provide
for conversion or exchange into such other securities, (VI) Cumulative
Monthly Income Preferred Securities (the "Preferred Securities"), in one or
more series, representing preferred limited liability company interests of
PLC Capital and (VII) the subordinated guarantee (the "Guarantee") of
Protective Life relating to Preferred Securities.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
2
<PAGE>
Based upon the foregoing, we are of the following opinion:
1. Protective Life is validly existing as a corporation in good
standing under the laws of the State of Delaware.
2. PLC Capital is validly existing as a limited liability company in
good standing under the Delaware Limited Liability Company Act (6 DEL. C.
Section 18-101, ET SEQ.) (the "Act").
3. The Senior Indenture has been duly authorized, executed and delivered
by Protective Life. Assuming the Senior Indenture has been duly executed and
delivered by the Senior Trustee, when the Senior Debt Securities have been
duly executed, authenticated, issued, delivered and paid for as contemplated
by the Registration Statement and any prospectus supplement relating to the
Senior Debt Securities and in accordance with the Senior Indenture, assuming
the terms of such Debt Securities have been duly established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon Protective Life and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over Protective Life, the Senior Debt Securities will be
validly issued and will constitute valid and binding obligations of
Protective Life enforceable against Protective Life in accordance with their
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability relating
to or affecting the rights of creditors and to general equity principles
(whether considered in a proceeding at law or in equity).
4. The Subordinated Indenture has been duly authorized, executed and
delivered by Protective Life. Assuming the Subordinated Indenture has been
duly executed and delivered by the Subordinated Trustee, when the
Subordinated Debt Securities have been duly executed, authenticated, issued,
delivered and paid for as contemplated by the Registration Statement and any
prospectus supplement relating to the Subordinated Debt Securities and in
accordance with the Subordinated Indenture, assuming the terms of such
Subordinated Debt Securities have been duly established so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon Protective Life and so as to comply
3
<PAGE>
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over Protective Life,
(i) the Subordinated Debt Securities will be validly issued
and will constitute valid and binding obligations of Protective Life
enforceable against Protective Life in accordance with their terms,
except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability
relating to or affecting the rights of creditors and to general equity
principles (whether considered in a proceeding at law or in equity) and
(ii) if the Subordinated Debt Securities are exchangeable for
or convertible into Common Stock or Preferred Stock, as the case may
be, (A) when such Common Stock has been duly issued in exchange for or
upon conversion of such Subordinated Debt Securities in accordance with
the terms of the Subordinated Indenture and the supplemental indenture
thereto fixing the terms for such exchange or conversion, such Common
Stock will be duly authorized, validly issued, fully paid and
nonassessable, assuming issuance of such Common Stock in accordance
with duly adopted resolutions of the Board of Directors of Protective
Life or a duly authorized committee thereof fixing the terms of such
exchange or conversion, and (B) when (1) the terms of such Preferred
Stock and of their issuance and sale have been duly established in
conformity with Protective Life's Restated Certificate of
Incorporation, as amended, so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument
binding upon Protective Life and so as to comply with any requirement
or restriction imposed by any court or governmental body having
jurisdiction over Protective Life, (2) a Certificate of Designation
fixing and determining the terms of the Preferred Stock has been filed
with the Secretary of State of the State of Delaware and (3) the
Preferred Stock has been duly issued in exchange for or upon conversion
of such Subordinated Debt Securities in accordance with the terms of
the Subordinated Indenture and the supplemental indenture thereto
fixing the terms for such exchange or conversion, such Preferred Stock
will be duly authorized, validly issued, fully paid and nonassessable.
5. When (I) the terms of the Preferred Stock and of its issuance and
sale have been duly established in
4
<PAGE>
conformity with Protective Life's Restated Certificate of Incorporation, as
amended, so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon Protective Life and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Protective Life, (II) a
Certificate of Designation fixing and determining the terms of the Preferred
Stock has been filed with the Secretary of State of the State of Delaware and
(III) the Preferred Stock has been duly issued and sold as contemplated by
the Registration Statement and any prospectus supplement relating thereto,
against payment of the consideration fixed therefor by the Board of Directors
or a duly authorized committee thereof,
(a) the Preferred Stock will be duly authorized, validly
issued, fully paid and nonassessable and
(b) if the Preferred Stock is exchangeable for or convertible
into Common Stock or Subordinated Debt Securities, as the case may be,
(1) when such Common Stock has been duly issued in exchange for or upon
conversion of such Preferred Stock in accordance with the terms of the
Certificate of Designation for such Preferred Stock, such Common Stock
will be duly authorized, validly issued, fully paid and nonassessable,
assuming issuance of such Common Stock in accordance with duly adopted
resolutions of the Board of Directors of Protective Life or a duly
authorized committee thereof fixing the terms of such exchange or
conversion and (2) assuming the Subordinated Indenture has been duly
executed and delivered by the Subordinated Trustee, when such
Subordinated Debt Securities have been duly executed, authenticated and
issued in exchange for or upon conversion of such Preferred Stock in
accordance with the terms of the Certificate of Designation for such
Preferred Stock and in accordance with the Subordinated Indenture,
including the supplemental indenture thereto related to such
Subordinated Debt Securities, assuming the terms of such Subordinated
Debt Securities have been duly established so as not to violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon Protective Life and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over Protective Life, such Subordinated Debt
Securities will be validly issued and will constitute valid and binding
obligations of Protective Life enforceable against
5
<PAGE>
Protective Life in accordance with their terms except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or affecting the
rights of creditors and to general equity principles (whether
considered in a proceeding at law or in equity).
6. When the Common Stock has been duly issued and sold as contemplated
by the Registration Statement and any prospectus supplement relating to the
Common Stock, against payment of the consideration fixed therefor by the
Board of Directors of Protective Life or a duly authorized committee thereof,
the Common Stock will be duly authorized, validly issued, fully paid and
nonassessable.
7. Assuming the Rights Agreement has been duly authorized, executed and
delivered by the Rights Agent and the Common Stock has been validly issued
(I) against payment of the consideration fixed therefor by the Board of
Directors of Protective Life or a duly authorized committee thereof or
(II) in exchange for or upon conversion of any Preferred Stock or Debt
Securities in accordance with the terms of exchange or conversion fixed for such
Preferred Stock or Debt Securities, the Rights attributable to such Common
Stock will be validly issued.
8. Upon (I) completion and due execution of a written action (the
"Action") establishing the terms of the Preferred Securities of any series by
Protective Life, as the Class A Interest Holder (as defined in the Amended
and Restated Limited Liability Company Agreement, dated as of May 20, 1994
(the "LLC Agreement"), of PLC Capital), (II) the issuance of and payment for
the Preferred Securities of such series as contemplated by the LLC Agreement,
the Action and the Registration Statement and (III) the reflection on the
books and records of PLC Capital of all the information required by the LLC
Agreement and the Act, the Preferred Securities will be duly authorized and
validly issued and, subject to the qualifications set forth herein, fully
paid and nonassessable limited liability company interests in PLC Capital, as
to which holders of the Preferred Securities will have no liability solely by
reason of being holders of the Preferred Securities in excess of their
obligations to make payments expressly provided for in the LLC Agreement and
their share of PLC Capital's assets and undistributed profits (subject to the
obligation of a holder of a Preferred Security to repay any funds wrongfully
distributed to it).
6
<PAGE>
9. The execution and delivery of a guarantee agreement ("Guarantee
Agreement") pursuant to which the Guarantee may be issued has been duly
authorized by Protective Life. When (I) the terms of the Guarantee Agreement
have been duly established so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon
Protective Life and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over Protective
Life, (II) the Guarantee Agreement has been duly executed and delivered and
(III) the Preferred Securities to which the Guarantee Agreement relates have
been duly issued and sold and the purchase price therefor has been received
by PLC Capital, the Guarantee will constitute a valid and legally binding
obligation of Protective Life, enforceable against Protective Life in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting the rights of creditors and to general equity principles
(whether considered in a proceeding in equity or at law).
In connection with our opinion set forth in paragraph (7) above, we note
that the question whether the Board of Directors of Protective Life might be
required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at the time and, accordingly, is beyond the scope
of such opinion.
We note that, as of the date of this opinion, a judgment for money in
an action based on a debt security denominated in a foreign currency,
currency unit or composite currency in a federal or state court in the United
States ordinarily would be enforced in the United States only in United
States dollars. The date used to determine the rate of conversion of the
foreign currency, currency unit or composite currency in which a particular
debt security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
debt security denominated in a foreign currency, a state court in the State
of New York rendering a judgment on such debt security would be required
under Section 27 of the New York Judiciary Law to render such judgment in the
foreign currency in which the debt security is denominated, and such judgment
would be converted into United States dollars at the exchange rate prevailing
on the date of entry of the judgment.
7
<PAGE>
To the extent the foregoing opinion in paragraph (8) involves matters of
Delaware law, we have relied upon the opinion, dated the date hereof, of
Richards, Layton & Finger, P.A., a copy of which is also filed as an Exhibit
to the Registration Statement, and this opinion incorporates all of the
assumptions and qualifications set forth in their opinion.
Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the Act and the federal laws
of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Validity
of Securities" in the Prospectus included as part of the Registration
Statement (Registration No. 33-55063), which is incorporated by reference
into the Registration Statement. In giving such consent, we do not thereby
concede that we are within the category of persons whose consent is required
under Section 7 of the 1933 Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
8
<PAGE>
EXHIBIT 5(B)
[Letterhead of Richards, Layton & Finger]
May 9, 1996
PLC Capital L.L.C.
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
Re: PLC Capital L.L.C.
Ladies and Gentlemen:
We have acted as special Delaware counsel for Protective Life Corporation, a
Delaware corporation ("Protective"), and PLC Capital L.L.C., a Delaware limited
liability company (the "Company"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of copies of the following:
(a) The Certificate of Formation of the Company, dated as of March 24,
1994 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on March 24, 1994;
(b) The Limited Liability Company Agreement of the Company, dated as of
March 24, 1994;
(c) The Amended and Restated Limited Liability Company Agreement of the
Company, dated as of May 20, 1994, including the Action of Protective, as the
Class A Interest Holder, dated as of June 9, 1994, relating to the 9% Cumulative
Monthly Income Preferred Securities, Series A, of the Company (the "LLC
Agreement");
(d) The Registration Statement on Form S-3 (the "Registration Statement")
relating to the Cumulative Monthly Income Preferred Securities of the Company
described therein (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as filed by Protective and the Company with the Securities and
Exchange Commission on or about May 9, 1996; and
(e) A Certificate of Good Standing for the Company, dated May 9, 1996,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the LLC Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
Registration Statement. We assume that there exists no provision in any document
that we have not reviewed that is inconsistent with the opinions stated herein.
We have conducted no independent factual investigation of our own but rather
have relied solely upon the foregoing documents, the statements and information
set forth therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material
respects.
<PAGE>
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) that the LLC Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the admission of members to,
and the creation, operation, management and termination of, the Company, and
that the LLC Agreement and the Certificate are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1 below, the
due organization or due formation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, and (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, including the LLC Agreement by
Protective and Protective LLC Holding, Inc., a Delaware corporation, as members
of the Company. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited Liability
Company Act (6 DEL.C. Section18-101, ET SEQ.) (the "Act").
2. Upon (i) completion and due execution of a written action (the "Action")
of Protective, as the Class A Interest Holder, establishing the terms of the
Preferred Securities as contemplated by the LLC Agreement, (ii) issuance of and
payment for the Preferred Securities as contemplated by the LLC Agreement, the
Action and the Registration Statement, and (iii) the reflection on the books and
records of the Company of all information required by the LLC Agreement and the
Act, the Preferred Securities will be duly authorized and validly issued and,
subject to the qualifications set forth herein, fully paid and nonassessable
limited liability company interests in the Company, as to which the Holders of
the Preferred Securities will have no liability solely by reason of being
Holders of the Preferred Securities in excess of their obligations to make
payments expressly provided for in the LLC Agreement and their share of the
Company's assets and undistributed profits (subject to the obligation of a
Holder of a Preferred Security to repay any funds wrongfully distributed to it).
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the use of our
name under the caption "Validity of Securities" in the prospectus included as
part of the Registration Statement. We also consent to Debevoise & Plimpton's
relying as to matters of Delaware law upon this opinion in connection with
opinions to be rendered by them in connection with the issuance of the Preferred
Securities. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Protective Life Corporation and PLC Capital L.L.C. for the
registration of debt securities, preferred stock, and common stock of
Protective Life Corporation and preferred securities of PLC Capital L.L.C. of
our report, dated February 12, 1996, on our audits of the consolidated
financial statements and financial statement schedules of Protective Life
Corporation, as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, 1993, and of our report, dated February 14, 1994,
on our audits of the consolidated financial statements and financial
statement schedules of Protective Life Corporation as of December 31, 1993
and 1992, and for the years ended December 31, 1993, 1992 and 1991. We also
consent to the reference to our Firm under the caption "Experts" in the
Registration Statement on Form S-3 (File No. 33-55063), declared effective by
the Securities and Exchange Commission on October 12, 1994, which is
incorporated herein by reference.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
May 8, 1996
<PAGE>
Exhibit 23(b)
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Protective Life Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Protective Life Corporation and PLC Capital L.L.C. of our report
to the Board of Directors of Wisconsin National Life Insurance Company, dated
February 26, 1993 (including Note 11 thereto, which is dated as of May 4,
1993), relating to the balance sheets of Wisconsin National Life Insurance
Company as of December 31, 1992 and 1991 and the related statements of
income, stockholder's equity and cash flows for the years then ended, which
report appears in the Protective Life Corporation's Current Report on Form
8-K, dated August 4, 1993, filed with the Securities and Exchange Commission.
We also consent to the reference to our firm under the caption "Experts" in
the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
May 8, 1996
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and
Directors of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitute and appoint Drayton Nabers, Jr., John D.
Johns, Deborah J. Long and Jerry W. DeFoor, and each of them, the true and
lawful agents and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and any one or more of them,
to sign for the undersigned and in their respective names as Officers and as
Directors of the Corporation [both in such capacity and in capacities
necessary for the execution of documents in their names on behalf of the
Corporation in its capacity as a member or managing member of PLC Capital
L.L.C., a limited liability company and subsidiary of the Corporation
organized under the laws of the State of Delaware ("PLC Capital L.L.C.")] one
or more Registration Statements of the Corporation and PLC Capital L.L.C. to
be filed with the Securities and Exchange Commission, Washington, D.C.,
pursuant to Rule 462 under the Securities Act of 1933, as amended, relating
to Registration Statement No. 33-55063 on Form S-3, and any amendment or
amendments to such Registration Statements, relating to the debt securities,
common stock and preferred stock of the Corporation, the preferred limited
liability company interests of PLC Capital L.L.C. and related backup
undertakings of the Corporation to be offered to the public, and the
undersigned hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
Dated: May 6, 1996
<TABLE>
<CAPTION>
Name Title
- ---- -----
<C> <S>
/s/ Drayton Nabers, Jr.
- ----------------------------- Director, Chairman of the Board, President
Drayton Nabers, Jr. and Chief Executive Officer
/s/ John D. Johns
- ----------------------------- Executive Vice President and
John D. Johns Chief Executive Officer
/s/ Deborah J. Long
- ----------------------------- Senior Vice President and
Deborah J. Long General Counsel
/s/ Jerry W. DeFoor
- ----------------------------- Vice President, Controller and
Jerry W. DeFoor Chief Accounting Officer
9161.03
<PAGE>
/s/ William J. Rushton III
- ----------------------------- Chairman Emeritus and Director
William J. Rushton III
/s/ John W. Woods
- ----------------------------- Director
John W. Woods
/s/ William J. Cabaniss, Jr.
- ----------------------------- Director
William J. Cabaniss, Jr.
/s/ H. G. Pattillo
- ----------------------------- Director
H. G. Pattillo
/s/ John J. McMahon, Jr.
- ----------------------------- Director
John J. McMahon, Jr.
/s/ A. W. Dahlberg
- ----------------------------- Director
A. W. Dahlberg
/s/ John W. Rouse, Jr.
- ----------------------------- Director
John W. Rouse, Jr.
/s/ Robert T. David
- ----------------------------- Director
Robert T. David
/s/ Ronald L. Kuehn, Jr.
- ----------------------------- Director
Ronald L. Kuehn, Jr.
/s/ Herbert A. Sklenar
- ----------------------------- Director
Herbert A. Sklenar
/s/ James S. M. French
- ----------------------------- Director
James S. M. French
/s/ Robert A. Yellowlees
- ----------------------------- Director
Robert A. Yellowlees
</TABLE>
-2-
9161.03
