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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Protective Life Corporation
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(Exact name of registrant as
specified in its charter)
Delaware
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(State of incorporation or
organization of registrant)
95-2492236
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(I.R.S. Employer Identification No.)
2801 Highway 280 South
Birmingham, Alabama
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(Address of principal executive offices of each registrant)
35223
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(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be registered class is to be registered
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FELINE PRIDES-SM- unit New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-30905 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the FELINE
PRIDES-SM- unit ("FELINE PRIDES") of Protective Life Corporation, a Delaware
corporation. Each FELINE PRIDES will initially consist of a unit (referred to
as an "Income PRIDES") comprised of a Purchase Contract and beneficial
ownership of a % Trust Originated Preferred Security of PLC Capital
Trust II (the "Preferred Securities") and, upon the substitution of
zero-coupon U.S. Treasury Securities for the related Preferred Securities and
such Preferred Securities being released to the holder of the related FELINE
PRIDES upon such substitution, the FELINE PRIDES will be referred to as
"Growth PRIDES".
For a description of the FELINE PRIDES units, the Income PRIDES, the
Growth PRIDES and the Preferred Securities, reference is made to the
Registration Statement on Form S-3 of Protective Life Corporation, PLC
Capital Trust II, PLC Capital III and PLC Capital IV (Registration No.
333-30905), filed with the Securities and Exchange Commission on July 8,
1997, as amended, and to the description of the FELINE PRIDES units, the
Income PRIDES, the Growth PRIDES and the Preferred Securities, in the
preliminary prospectus supplement, filed with the Securities and Exchange
Commission on November 12, 1997, pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, which descriptions are incorporated herein by
reference. Definitive copies of the prospectus describing the FELINE PRIDES
units, the Income PRIDES, the Growth PRIDES and the Preferred Securities will
be filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, and shall be incorporated by
reference into this Registration Statement on Form 8-A. ("FELINE PRIDES",
"Income PRIDES" and "Growth PRIDES" are service marks of Merrill Lynch & Co.
Inc.).
Item 2. Exhibits.
1. Registration Statement on Form S-3 (Registration No. 333-30905)
filed with the Securities and Exchange Commission on July 8, 1997
by Protective Life Corporation, PLC Capital Trust II, PLC
Capital Trust III and PLC Capital Trust IV, as amended (the
"Registration Statement"), is incorporated herein by reference.
2. Subordinated Indenture, dated as of June 1, 1994, between
Protective Life Corporation and AmSouth Bank (as successor by
merger to AmSouth Bank of Alabama, successor by conversion of
charter to AmSouth Bank N.A.), as Trustee (incorporated by
reference to Exhibit 4(h) to Protective Life Corporation's
Current Report on Form 8-K filed June 17, 1994).
3. Supplemental Indenture No. 1, dated as of June 9, 1994, to the
Subordinated Indenture between Protective Life Corporation and
AmSouth Bank (as successor by merger to AmSouth Bank of Alabama,
successor by conversion of charter to AmSouth Bank N.A.), as
Trustee (incorporated by reference to Exhibit 4(h)(1) to
Protective Life Corporation's Current Report on Form 8-K filed
June 17, 1994).
4. Supplemental Indenture No. 2, dated as of August 1, 1994, to the
Subordinated Indenture between Protective Life Corporation and
AmSouth Bank of Alabama (as successor by merger to AmSouth Bank
of Alabama, successor by conversion of charter to AmSouth Bank
N.A.), as Trustee (incorporated by reference to Exhibit 4(l) to
Protective Life Corporation's Registration Statement on Form S-3
(Registration No. 33-55063)).
5. Supplemental Indenture No.3, dated April 29, 1997, to the
Subordinated Indenture between Protective Life Corporation and
AmSouth Bank of Alabama (as successor by merger to AmSouth Bank
of Alabama, successor by conversion of charter to AmSouth
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Bank N.A.), as Trustee (incorporated by reference to Exhibit 4(g)
to Protective Life Corporation's Registration Statement on Form
S-3 (Registration No. 333-25027)).
6. Form of Supplemental Indenture to the Subordinated Indenture,
between Protective Life Corporation and AmSouth Bank (as
successor by merger to AmSouth Bank of Alabama, successor by
conversion of charter to AmSouth Bank N.A.), as Trustee
(incorporated by reference to Exhibit 4(m) to the Registration
Statement).
7. Declaration of Trust of PLC Capital Trust II, dated as of July 1,
1997, between Protective Life Corporation, as Sponsor, and
Wilmington Trust Company, as Trustee (incorporated herein by
reference to Exhibit 4(dd) to the Registration Statement).
8. Form of Amended and Restated Declaration of Trust of PLC Capital
Trust II, between Protective Life Corporation, as Sponsor, and
Wilmington Trust Company, as Indenture Trustee and Delaware
Trustee (incorporated herein by reference to Exhibit 4(gg) to
the Registration Statement).
9. Form of Preferred Securities Guarantee, between Protective Life
Corporation, as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee (incorporated herein by reference to Exhibit
4(v) to the Registration Statement).
10. Form of Certificate of Trust Originated Preferred Security
(incorporated herein by reference to Exhibit 4(p) to the
Registration Statement).
11. Form of Subordinated Debt Security (incorporated herein by
reference to Exhibit 4(s) to the Registration Statement).
12. Form of Purchase Contract Agreement, between Protective Life
Corporation and The Bank of New York, as Purchase Contract Agent
(incorporated herein by reference to Exhibit 4(y) to Protective
Life Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 20, 1997).
13. Form of Pledge Agreement, among Protective Life Corporation and
The Chase Manhattan Bank, as Collateral Agent and The Bank of New
York, as Purchase Contract Agent (incorporated herein by
reference to Exhibit 4(z) to Protective Life Corporation's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on November 20, 1997).
14. Form of Income PRIDES Certificate (incorporated herein by
reference to Exhibit 4(y)(1) to Protective Life Corporation's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 20, 1997).
15. Form of Growth PRIDES Certificate (incorporated by reference to
Exhibit 4(y)(2) to Protective Life Corporation's Current Report
on Form 8-K filed with the Securities and Exchange Commission on
November 20, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PROTECTIVE LIFE CORPORATION
By: /s/ Jerry W. DeFoor
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Jerry W. DeFoor
Vice President, Controller
and Chief Accounting Officer
Dated: November 20, 1997
