<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C> <C>
PROTECTIVE LIFE CORPORATION DELAWARE 95-2492236
PLC CAPITAL TRUST II DELAWARE 72-6182542
PLC CAPITAL TRUST III DELAWARE 72-6182543
PLC CAPITAL TRUST IV DELAWARE 72-6182544
(Exact name of registrant as specified in its
charter) (State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
C/O DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
------------------------------
COPIES TO:
MICHAEL W. BLAIR, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
--------------------------
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/ 333-30905
If this Form is a post-effective amendment filed pursuant to 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>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE REGISTERED OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED (1) PER UNIT (1) OFFERING PRICE (1)
<S> <C> <C> <C>
Protective Life Corporation Debt Securities(3)(4); Protective
Life Corporation Preferred Stock(4); Protective Life
Corporation Common Stock(4)(5); Protective Life Corporation
Stock Purchase Contracts(6); Protective Life Corporation
Stock Purchase Units(6); PLC Capital Trust II Preferred
Securities; PLC Capital Trust III Preferred Securities; PLC
Capital Trust IV Preferred Securities; Protective Life
Corporation Guarantees and back-up undertakings with respect
to the Preferred Securities of the PLC Capital
Trusts(7)................................................... $40,000,000 100% $40,000,000
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE (2)
<S> <C>
Protective Life Corporation Debt Securities(3)(4); Protective
Life Corporation Preferred Stock(4); Protective Life
Corporation Common Stock(4)(5); Protective Life Corporation
Stock Purchase Contracts(6); Protective Life Corporation
Stock Purchase Units(6); PLC Capital Trust II Preferred
Securities; PLC Capital Trust III Preferred Securities; PLC
Capital Trust IV Preferred Securities; Protective Life
Corporation Guarantees and back-up undertakings with respect
to the Preferred Securities of the PLC Capital
Trusts(7)................................................... $12,122
</TABLE>
(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 and includes such indeterminate
principal amount of Debt Securities, Preferred Stock, Common Stock, Stock
Purchase Contracts and Stock Purchase Units of Protective Life Corporation
and such indeterminable number of Preferred Securities of PLC Capital Trust
II, PLC Capital Trust III and PLC Capital Trust IV as may from time to time
be issued at indeterminate prices.
(2) 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.
(3) Includes subordinated debentures which may be purchased by the PLC Capital
Trusts with the proceeds of the sale of Preferred Securities. Any such
subordinated debentures may later be distributed to the holders of Preferred
Securities upon the occurrence of certain events.
(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) Includes rights to purchase Series A 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.
(6) Includes an indeterminable number of shares of Common Stock to be issuable
by Protective Life Corporation upon settlement of the Stock Purchase
Contracts or Stock Purchase Units issued by Protective Life Corporation.
(7) No separate consideration will be received for the Guarantee or back-up
undertakings. Includes the rights of holders of the Preferred Securities
under the Guarantees and back-up undertakings, consisting of obligations of
Protective Life Corporation, as set forth in the applicable Amended and
Restated Declaration of Trust (including the obligation to pay expenses of
the applicable PLC Capital Trust), the Subordinated Indenture and any
applicable supplemental indentures thereto, in each case as further
described in the Registration Statement. No separate registration fee is
required for the Guarantees in accordance with Rule 457.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein also relates to a total of $200,000,000 of unsold securities
registered as Protective Life Corporation Debt Securities, Protective Life
Corporation Preferred Stock, Protective Life Corporation Common Stock,
Protective Life Corporation Stock Purchase Contracts, Protective Life
Corporation Stock Purchase Units, PLC Capital Trust II Preferred Securities, PLC
Capital Trust III Preferred Securities, PLC Capital Trust IV Preferred
Securities and Protective Life Corporation Guarantees and back-up undertakings
with respect to the Preferred Securities of the PLC Capital Trusts under
Registration Statement No. 333-30905, which was declared effective on July 18,
1997. This Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-30905, pursuant to which the total amount of
unsold securities previously registered under Registration Statement No.
333-30905, without limitation as to class of securities, may be offered and sold
as Protective Life Corporation Debt Securities, Protective Life Corporation
Preferred Securities, Protective Life Corporation Common Stock, Protective Life
Corporation Stock Purchase Contracts, Protective Life Corporation Stock Purchase
Units, PLC Capital Trust II Preferred Securities, PLC Capital Trust III
Preferred Securities, PLC Capital Trust IV Preferred Securities and Protective
Life Corporation Guarantees and back-up undertakings with respect to the
Preferred Securities of the PLC Capital Trusts together with the securities
registered hereunder, through the use of the combined Prospectus included
herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-30905
Protective Life Corporation (the "Company") and PLC Capital Trust II, PLC
Capital Trust III and PLC Capital Trust IV hereby incorporate by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-30905) declared effective July 18, 1997 by
the Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company and PLC Capital Trust II, PLC Capital Trust III
and PLC Capital Trust IV 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
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life and the PLC Capital Trusts, as to the
validity of certain of the Offered Securities.
5(b) Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life and the PLC
Capital Trusts, as to legality of certain Offered Securities.
8 Opinion of Debevoise & Plimpton, as to certain tax matters
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Debevoise & Plimpton (included in Exhibits 5(a) and 8)
23(c) Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b))
</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 November 10,
1997.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ JOHN D. JOHNS
-----------------------------------------
Name: John D. Johns
Title: President, Chief Operating
Officer and Director
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 on the dates indicated:
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board, November 10, 1997
/s/ DRAYTON NABERS, JR. Chief Executive Officer
- ------------------------------ and Director (Principal
Drayton Nabers, Jr. Executive Officer)
President, Chief Operating November 10, 1997
/s/ JOHN D. JOHNS Officer and Director
- ------------------------------ (Principal Financial
John D. Johns Officer)
Vice President and November 10, 1997
/s/ JERRY W. DEFOOR Controller and Chief
- ------------------------------ Accounting Officer
Jerry W. DeFoor (Principal Accounting
Officer)
<PAGE>
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
* Chairman Emeritus and
- ------------------------------ Director
William J. Rushton III
* Director
- ------------------------------
John W. Woods
* Director
- ------------------------------
William J. Cabaniss, Jr.
* 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
Director
- ------------------------------
Elaine L. Chao
Director
- ------------------------------
Donald M. James
<TABLE>
<S> <C> <C> <C>
*By: /s/ DEBORAH J. LONG November 10, 1997
--------------------------------------
Name: Deborah J. Long
Title: Attorney-in-Fact
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust II 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 November 10, 1997.
PLC CAPITAL TRUST II
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Name: Richard J. Bielen
Title: Regular Trustee
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Name: Jerry W. DeFoor
Title: Regular Trustee
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust III 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 November 10, 1997.
PLC CAPITAL TRUST III
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Name: Richard J. Bielen
Title: Regular Trustee
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Name: Jerry W. DeFoor
Title: Regular Trustee
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust IV 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 November 10, 1997.
PLC CAPITAL TRUST IV
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Name: Richard J. Bielen
Title: Regular Trustee
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Name: Jerry W. DeFoor
Title: Regular Trustee
<PAGE>
Exhibit 5(a)
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telephone: (212) 909-6000
Facsimile: (212) 909-6836
November 10, 1997
Protective Life Corporation PLC Capital Trust III
2801 Highway 280 South c/o Protective Life Corporation
Birmingham, Alabama 35223 2801 Highway 280 South
Birmingham, Alabama 35223
PLC Capital Trust II
c/o Protective Life Corporation PLC Capital Trust IV
2801 Highway 280 South c/o Protective Life Corporation
Birmingham, Alabama 35223 2801 Highway 280 South
Birmingham, Alabama 35223
Protective Life Corporation
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
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 Trust II, PLC Capital
Trust III and PLC Capital Trust IV, each a statutory business trust organized
under the laws of the State of Delaware (each, a "PLC Capital Trust"), in
connection with the preparation and filing with the Securities and Exchange
Commission (the
<PAGE>
Protective Life Corporation 2 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"),
of a Registration Statement on Form S-3 (the "Initial Registration
Statement"), including a preliminary prospectus (the "Base Prospectus") and
preliminary prospectus supplement (the "preliminary prospectus supplement",
and together with the Base Prospectus, the "Prospectus") relating to the
public offering of up to $200,000,000 in aggregate principal amount of (i)
debt securities of Protective Life, which may either be senior debt
securities (the "Senior Debt Securities") to be issued pursuant to a Senior
Indenture (the "Senior Indenture") between Protective Life and The Bank of
New York, as trustee (the "Senior Trustee") or subordinated debt securities
("Subordinated Debt Securities") to be issued pursuant to a Subordinated
Indenture (the "Subordinated Indenture") between Protective Life and AmSouth
Bank (as successor by merger to AmSouth Bank of Alabama, 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 (the "Preferred Stock"), (iii) shares of common stock of Protective
Life, par value $0.50 per share (the "Common Stock"), (iv) stock purchase
contracts of Protective Life (the "Stock Purchase Contracts"), (v) stock
purchase units of Protective Life (the "Stock Purchase Units"), each
representing ownership of a Stock Purchase Contract and Debt Securities or
Preferred Securities (as defined below) or debt obligations of third parties,
and/or (vi) preferred securities representing preferred undivided beneficial
interests in the assets of the PLC Capital Trusts (the "Preferred
Securities") and a Registration Statement on Form S-3 under the 1933 Act
pursuant to Rule 462(b) under the 1933 Act to increase the maximum aggregate
amount of securities registered pursuant to the Initial Registration
Statement (the "Rule 462(b) Registration Statement" and, together with the
Initial Registration Statement, the "Registration Statement"). The proceeds
of an offering of Preferred Securities by a PLC Capital Trust (together with
the proceeds from the issuance of common interests in such PLC Capital Trust)
will be loaned by such PLC Capital Trust to Protective Life and such
<PAGE>
Protective Life Corporation 3 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
loan will be evidenced by Subordinated Debt Securities, to be issued pursuant to
supplemental indentures to the Subordinated Indenture. In addition, certain
payment obligations of the respective PLC Capital Trusts with respect to the
Preferred Securities of such PLC Capital Trust will be guaranteed (on a
subordinated basis) by Protective Life pursuant to a Preferred Securities
Guarantee (each, a "Guarantee", and collectively, the "Guarantees") to be
executed by Protective Life for the benefit of holders of Preferred Securities
of such PLC Capital Trust.
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.
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. When (i) the issuance, execution and delivery of (a) supplemental
indentures ("Senior Supplemental Indentures") to the Senior Indenture and (b)
the Senior Debt Securities have been duly authorized by all necessary corporate
action of Protective Life and (ii) a Senior Supplemental Indenture has been duly
executed and delivered by Protective Life and the Senior Trustee and Senior Debt
Securities have been duly executed, authenticated, issued, delivered and paid
for as contemplated by the Registration
<PAGE>
Protective Life Corporation 4 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
Statement, the Base Prospectus and any prospectus supplement relating thereto
and in accordance with the Senior Indenture and such Senior Supplemental
Indenture, assuming the terms of such Senior Debt Securities are in compliance
with then applicable law, 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 principles of equity (whether considered in a proceeding at law or in
equity).
3. When (i) the issuance, execution and delivery of (a)
supplemental indentures ("Subordinated Supplemental Indentures") to the
Subordinated Indenture and (b) Subordinated Debt Securities have been duly
authorized by all necessary corporate action of Protective Life, and (ii) a
Subordinated Supplemental Indenture has been duly executed and delivered by
Protective Life and the Subordinated Trustee and the Subordinated Debt
Securities have been duly executed, authenticated, issued, delivered and paid
for as contemplated by the Registration Statement, the Base Prospectus and
any prospectus supplement relating thereto and in accordance with the
Subordinated Indenture and such Subordinated Supplemental Indenture, assuming
the terms of such Subordinated Debt Securities are in compliance with then
applicable law, 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
<PAGE>
Protective Life Corporation 5 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
creditors and to general principles of equity (whether considered in a
proceeding at law or in equity).
4. When (i) the terms of the Preferred Stock and of its 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, and authorized by all necessary corporate action of
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, the Base Prospectus and any
prospectus supplement relating thereto, against payment of the consideration
fixed therefor by the Board of Directors or a duly authorized committee thereof,
the Preferred Stock will be validly issued, fully paid and nonassessable.
5. When (i) the terms of the issuance and sale of the Common Stock
shall have been duly authorized by all necessary corporate action of Protective
Life and (ii) the shares of Common Stock shall have been issued and sold as
contemplated by the Registration Statement, the Base Prospectus 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, and if issued pursuant to Stock Purchase
Contracts, as contemplated by the terms thereof and of the agreements relating
thereto, assuming
<PAGE>
Protective Life Corporation 6 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
that Protective Life has reserved for issuance the requisite number of shares of
Common Stock, the Common Stock will be duly authorized, validly issued, fully
paid and nonassessable.
6. When (i) the issuance, execution and delivery by Protective Life
of any of the Stock Purchase Contracts and the Stock Purchase Units shall have
been duly authorized by all necessary corporate action of Protective Life, (ii)
the agreements relating thereto shall have been duly executed and delivered by
the parties thereto, (iii) the Stock Purchase Contracts and the Stock Purchase
Units shall have been duly executed and delivered by Protective Life and any
other necessary signatories thereto and sold as contemplated by the Registration
Statement, the Base Prospectus and any prospectus supplement relating thereto,
against payment of the consideration fixed therefor by the Board of Directors or
a duly authorized committee thereof, assuming that the terms of such Stock
Purchase Contracts and Stock Purchase Units are in compliance with then
applicable law, the Stock Purchase Contracts and the Stock Purchase Units 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 principles of equity
(whether considered in a proceeding at law or in equity).
7. When (i) the execution and delivery of any Guarantee shall have
been duly authorized by all necessary corporate action of Protective Life, (ii)
such Guarantee shall have been duly executed and delivered by Protective
<PAGE>
Protective Life Corporation 7 November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
Life, (iii) the Preferred Securities to which such Guarantee relates have
been duly issued and sold and the purchase price therefor has been received
by the respective PLC Capital Trust and (iii) the Guarantee shall have been
qualified under the Trust Indenture Act of 1939, as amended, such 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 generally and to general principles of equity (whether considered
in a proceeding in equity or at law).
Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law, 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 "Legal
Matters" in the Prospectus. 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
<PAGE>
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware
Telephone: (302) 658-6541
Facsimile: (302) 658-6548
November 10, 1997
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Re:PLC Capital Trust II, PLC Capital Trust III and PLC Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Protective Life Corporation, a
Delaware corporation (the "Company"), PLC Capital Trust II, a Delaware business
trust ("Trust II"), PLC Capital Trust III, a Delaware business trust ("Trust
III"), and PLC Capital Trust IV, a Delaware business trust ("Trust IV") (Trust
II, Trust III and Trust IV are hereinafter collectively referred to as the
"Trusts" and sometimes hereinafter individually referred to as a "Trust"), 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 originals or copies of the
following:
(a) The Certificate of Trust of Trust II, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on July
1, 1997;
(b) The Certificate of Trust of Trust III, as filed with the Secretary of
State on July 1, 1997;
(c) The Certificate of Trust of Trust IV, as filed with the Secretary of
State on July 1, 1997;
(d) The Declaration of Trust of Trust II, dated as of July 1, 1997 among the
Company and the trustees of Trust II named therein;
(e) The Declaration of Trust of Trust III, dated as of July 1, 1997 among
the Company and the trustees of Trust III named therein;
(f) The Declaration of Trust of Trust IV, dated as of July 1, 1997 among the
Company and the trustees of Trust IV named therein;
(g) The registration statement (the "First Registration Statement") on Form
S-3, including a preliminary prospectus and prospectus supplement with respect
to the Trusts (collectively the "Prospectus"), relating to the Preferred
Securities of the Trusts representing preferred undivided beneficial interests
in the assets of the Trusts (each, a "Preferred Security" and collectively, the
"Preferred Securities"), filed by the Company and the Trusts with the Securities
and Exchange Commission (the "Commission") on July 8, 1997 and the related
registration statement (the "Second Registration Statement") on Form S-3,
incorporating therein by reference the First Registration Statement, filed with
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the First Registration Statement and the Second Registration Statement are
collectively referred to as the "Registration Statement");
<PAGE>
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
November 10, 1997
Page 2
(h) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the Trust named
therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of such Trust (including the exhibits and Annex I
thereto) (collectively, the "Declarations" and individually, a "Declaration"),
attached as an exhibit to the Registration Statement; and
(i) A Certificate of Good Standing for each of the Trusts, dated November 6,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (i) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (i) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed 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.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Declarations will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Declarations and
the Certificates of Trust will be in full force and effect and will not be
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,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Declarations and
the Registration Statement, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Declarations
and the Registration Statement. We have not participated in the preparation of
the Registration Statement or the Prospectus and assume no responsibility for
their 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:
<PAGE>
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
November 10, 1997
Page 3
1. Each of the Trusts has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the Prospectus. 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 for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
EAM
<PAGE>
Exhibit 8
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telephone: (212) 909-6000
Facsimile: (212) 909-6836
November 10, 1997
<TABLE>
<S> <C>
Protective Life Corporation PLC Capital Trust III
2801 Highway 280 South c/o Protective Life
Birmingham, Alabama 35202 Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
PLC Capital Trust II PLC Capital Trust IV
c/o Protective Life Corporation c/o Protective Life
2801 Highway 280 South Corporation
Birmingham, Alabama 35202 2801 Highway 280 South
Birmingham, Alabama 35202
</TABLE>
Protective Life Corporation
PLC Capital Trust II
PLC Capital Trust III
PLC Capital Trust IV
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel to Protective Life Corporation, a
Delaware corporation ("Protective Life"), and PLC Capital Trust II, PLC Capital
Trust III and PLC Capital Trust IV, each a statutory business trust organized
under the laws of Delaware, in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), of a Registration Statement on Form S-3 under the 1933
Act, as amended (the "Registration Statement"), relating to the public offering
of up to $200,000,000 in the aggregate of (i) debt securities of Protective Life
("Debt Securities"), (ii) preferred stock of Protective Life, (iii) common stock
of Protective Life, (iv) stock purchase contracts of Protective Life ("Stock
Purchase Contracts"), (v) stock purchase units, each representing ownership of a
Stock Purchase Contract and Debt Securities or Preferred Securities or debt
obligations of third parties, and/or (vi) preferred securities representing
preferred undivided beneficial interests in the assets of the respective PLC
Capital Trusts ("Preferred Securities") and a Registration Statement on Form S-3
under the 1933 Act, as amended, pursuant to Rule 462(b) to increase the maximum
aggregate amount of securities registered pursuant to the Registration Statement
(the "Rule 462(b) Registration Statement").
In connection with the filing of the Registration Statement, we rendered an
opinion relating to certain federal income tax matters, dated July 7, 1997, a
copy of which is attached hereto. We hereby confirm that, subject to the
assumptions and limitations set forth therein, such opinion is correct as of
July 7, 1997, the date it was issued. We note that such opinion does not reflect
changes of law or the status of legislation after such date.
This opinion is addressed solely to you and no other person may rely on it,
PROVIDED that we hereby consent to the filing of this opinion as an exhibit to
the Rule 462(b) 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
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
<PAGE>
Debevoise & Plimpton
875 third Avenue
New York, New York 10022
Telephone: (212) 909-6000
Facsimile: (212) 909-6836
July 7, 1997
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
PLC Capital Trust II
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
Protective Life Corporation
PLC Capital Trust II
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to Protective Life Corporation, a
Delaware corporation ("Protective Life"), and PLC Capital Trust II, PLC Capital
TrustIII and PLC Capital TrustIV, each a statutory business trust organized
under the laws of Delaware (each a "PLC Capital Trust"), 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 under the 1933 Act, as amended (the
"Registration Statement"), relating to the public offering of up to $200,000,000
in the aggregate of (i) debt securities of Protective Life ("Debt Securities"),
(ii) preferred stock of Protective Life, (iii) common stock of Protective Life,
(iv) stock purchase contracts of Protective Life ("Stock Purchase Contracts"),
(v) stock purchase units, each representing ownership of a Stock Purchase
Contract and Debt Securities or Preferred Securities or debt obligations of
third parties, and/or (vi) preferred securities representing preferred undivided
beneficial interests in the assets of the respective PLC Capital Trusts
("Preferred Securities"). The proceeds of the offering of Preferred Securities
by a PLC Capital Trust (together with the proceeds from the issuance of common
interests in such PLC Capital Trust) may be loaned by such PLC Capital Trust to
Protective Life and such loan may be
<PAGE>
Protective Life Corporation
PLC Capital Trust II 2 July 7, 1997
evidenced by subordinated debt securities of Protective Life, to be issued
pursuant to supplemental indentures to the Subordinated Indenture entered into
between Protective Life and AmSouth Bank as trustee. In addition, certain
payment obligations of PLC Capital with respect to the Preferred Securities will
be guaranteed by a subordinated guarantee of Protective Life.
In so acting, we have reviewed the Certificate of Trust of PLC
CapitalII and the Declaration of Trust of PLC CapitalII, each dated as of July
1, 1997.
In connection with the issuance pursuant to the Registration Statement
of the Preferred Securities of PLC Capital Trust II, you have requested that we
render the opinion set forth below. In rendering such opinion, we have examined
and relied upon the representations and warranties as to factual matters made in
or pursuant to the documents referred to above and upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below. We have not,
however, undertaken any independent investigation of any factual matter set
forth in any of the foregoing. We have also assumed the due execution and
delivery of the Amended and Restated Declaration of Trust of PLC Capital Trust
II in the form of Exhibit 4(g)(g) to the Registration Statement (the "Amended
Declaration of Trust"), that the Amended Declaration of Trust is valid and
enforceable in accordance with its terms and that PLC Capital TrustII will at
all times comply with the Delaware Business Trust Act (38 Del. C. Section 3801
et seq.) and the terms of the Amended Declaration of Trust.
Subject to the foregoing and the qualifications and limitations set
forth herein, (i) it is our opinion that PLC Capital Trust II will be classified
as a grantor trust and not as an association taxable as a corporation for
federal income tax purposes and (ii) the statements set forth in the Prospectus
Supplement relating to the issuance of the Preferred Securities of PLC Capital
Trust II under the caption "Certain Federal Income Tax Considerations", to the
extent that such statements relate to matters of law or legal conclusion,
constitute the opinion of Debevoise & Plimpton.
This opinion is based on the relevant law in effect (or, in the case
of Proposed Treasury Regulations, proposed) and the relevant facts that exist as
of the date hereof. No assurance can be given that the law or facts will not
change, and we have not undertaken to advise you or any other person with
respect to any event subsequent to the date hereof.
This opinion is addressed solely to you and no other person may rely
on it, provided that 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 "Certain Federal Income Tax Considerations" and "Legal Matters" in the
Prospectus Supplement. 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 Securities and Exchange
Commission thereunder.
<PAGE>
Protective Life Corporation
PLC Capital Trust II 3 July 7, 1997
Very truly yours,
/s/ Debevoise & Plimpton
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Protective Life Corporation, PLC Capital Trust II, PLC Capital Trust III, and
PLC Capital Trust IV on Form S-3 (File No. 333- ) of our report, which
includes an explanatory paragraph with respect to changes in the Company's
method of accounting for stock-based employee compensation plans in 1995, dated
February 11, 1997, on our audits of the consolidated financial statements and
financial statement schedules of Protective Life Corporation and subsidiaries
(the Company) as of December 31, 1996 and 1995 and for the years ended December
31, 1996, 1995, and 1994, which report is included or incorporated by reference
in the Company's Annual Report on Form 10-K. We also consent to the reference to
our firm under the captions "Experts" and "Selected Financial Information of the
Company."
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
November 6, 1997
