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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1997
REGISTRATION NO. 333-
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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
(Exact name of registrant as specified in its (I.R.S. Employer Identification
charter) (State or other jurisdiction of 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. / /
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>
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO AGGREGATE REGISTRATION FEE
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE (2)
<S> <C> <C> <C>
Protective Life Corporation Common Stock (1)......................... $160,000,000 $160,000,000 $48,485
</TABLE>
(1) 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.
(2) The registration fee has been calculated on the basis of the maximum
offering price of all securities listed in accordance with Rule 457(0) under
the Securities Act of 1933.
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.
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<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 30, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
PROTECTIVE LIFE CORPORATION
COMMON STOCK
------------------------
Protective Life Corporation, a Delaware corporation ("Protective Life" or
the "Company"), may from time to time offer shares of its common stock, par
value $.50 per share ("Common Stock"), in amounts, at prices and on terms to be
determined at the time or times of offering. The aggregate initial offering
price of the Common Stock in respect of which this Prospectus is being delivered
will not exceed U.S. $160,000,000.
Specific terms of the particular offering of Common Stock in respect of
which this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement (the "Prospectus Supplement"), which will describe,
without limitation and where applicable, the number of shares offered, the
methods of distribution and the public offering or purchase price. Protective
Life's Common Stock is listed on the New York Stock Exchange under the trading
symbol "PL". Any Common Stock sold pursuant to a Prospectus Supplement will be
listed on such exchange, subject to official notice of issuance.
The Common Stock may be sold to or through underwriters, through dealers or
agents or directly to purchasers. See "Plan of Distribution". The names of any
underwriters, dealers or agents involved in the sale of the Common Stock in
respect of which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them will be set forth in a Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Common Stock unless
accompanied by a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, any accompanying
Prospectus Supplement or the documents incorporated or deemed incorporated by
reference herein, and any information or representations not contained herein or
therein must not be relied upon as having been authorized by Protective Life or
by any agent, dealer or underwriter. This Prospectus and any accompanying
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy the securities in any circumstances in which such offer or
solicitation is unlawful. The delivery of this Prospectus or any Prospectus
Supplement at any time does not imply that the information herein or therein is
correct as of any time subsequent to the date of such information.
AVAILABLE INFORMATION
Protective Life is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition,
such reports, proxy statements and other information concerning Protective Life
can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. The Commission maintains an Internet Website
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's site is http://www.sec.gov.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by Protective Life with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to Protective Life and the Common Stock,
reference is made to the Registration Statement. The Registration Statement may
be inspected by anyone without charge at the principal office of the Commission
in Washington, D.C. and copies of all or part of it may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Protective Life's Quarterly reports on Form 10-Q for the three and six month
periods ended March 31 and June 30, 1997, respectively, Annual Report on Form
10-K for the year ended December 31, 1996, and Current Reports on Form 8-K dated
October 23, 1997, June 23, 1997, April 23, 1997 and February 11, 1997, as filed
with the Commission pursuant to the Exchange Act (File No. 1-12332), and the
description of Protective Life's Common Stock contained in its Registration
Statement on Form 10 filed pursuant to Section 12 of the Exchange Act on
September 4, 1981, as amended by an amendment thereto filed on Form 8 on October
27, 1981 and the description of Protective Life's Rights to Purchase Series A
Junior Participating Cumulative Preferred Stock contained in its Form 8-A filed
on August 7, 1995 including any amendment or report filed for the purpose of
updating such descriptions prior to the termination of the offering, are
incorporated herein by reference.
Each document or report subsequently filed by Protective Life pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering described herein shall be deemed to be
incorporated by reference into this Prospectus and to be a part of this
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<PAGE>
Prospectus from the date of filing of such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
Protective Life will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Requests should be directed to: Stockholder
Relations, Protective Life Corporation, P.O. Box 2606, Birmingham, Alabama 35202
(telephone: (205) 868-3573; facsimile (205) 868-3541).
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<PAGE>
PROTECTIVE LIFE CORPORATION
Protective Life, a Delaware corporation incorporated in 1981, is an
insurance holding company that, through its subsidiary life insurance companies,
produces, distributes and services a diverse array of insurance and investment
products. Protective Life markets individual life insurance, dental insurance,
group life, credit life and disability insurance, guaranteed investment
contracts and annuities throughout the United States. The Company also maintains
a separate line of business devoted exclusively to the acquisition of insurance
policies from other companies and participates in a joint venture which owns a
life insurance company in Hong Kong. Protective Life Insurance Company
("Protective Life Insurance"), founded in 1907, is Protective Life's principal
operating subsidiary. Protective Life's principal executive offices are located
at 2801 Highway 280 South, Birmingham, Alabama 35223, and its telephone number
is (205) 879-9230.
Protective Life's ability to pay principal and interest on any debt
securities or dividends on any preferred stock or Common Stock is affected by
the ability of its insurance company subsidiaries, Protective Life's principal
sources of cash flow, to declare and distribute dividends and to make payments
on surplus notes (i.e., deeply subordinated intercompany notes owed by insurance
company subsidiaries to Protective Life that are treated as equity capital of
such insurance company subsidiaries for statutory accounting purposes), both of
which may be limited by regulatory restrictions and, in the case of payments on
surplus notes, by certain financial covenants. Protective Life's cash flow is
also dependent on revenues from investment, data processing, legal and
management services rendered to its subsidiaries. Insurance company subsidiaries
of Protective Life are subject to various state statutory and regulatory
restrictions, applicable to insurance companies generally, that limit the amount
of cash dividends, loans and advances that those subsidiaries may pay to
Protective Life. Under Tennessee insurance laws, Protective Life Insurance
generally may pay dividends to Protective Life only out of its unassigned
surplus as reflected in its statutory financial statements filed in that State.
In addition, the Tennessee Commissioner of Insurance must approve (or not
disapprove within 30 days of notice) payment of an "extraordinary" dividend from
Protective Life Insurance, which generally under Tennessee insurance laws is a
dividend that exceeds, together with all dividends paid by Protective Life
Insurance within the previous 12 months, the greater of (i) 10% of Protective
Life Insurance's surplus as regards policyholders at the preceding December 31
or (ii) the net gain from operations of Protective Life Insurance for the 12
months ended on such December 31. No assurance can be given that more stringent
restrictions will not be adopted from time to time by states in which Protective
Life's insurance subsidiaries are domiciled, which restrictions could have the
effect, under certain circumstances, of significantly reducing dividends or
other amounts payable to Protective Life by such subsidiaries without
affirmative prior approval by state insurance regulatory authorities.
In the event of the insolvency, liquidation, reorganization, dissolution or
other winding-up of an insurance subsidiary of Protective Life, all creditors of
such subsidiary, including holders of life and health insurance policies, would
be entitled to payment in full out of the assets of such subsidiary before
Protective Life, as shareholder or holder of surplus notes, would be entitled to
any payment, and thus such creditors would have to be paid in full before the
creditors of Protective Life (including holders of Debt Securities) would be
entitled to receive any payment from the assets of such subsidiary.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
proceeds from the sale of any Common Stock will be used for general corporate
purposes. Pending such use, the proceeds may be invested temporarily in
short-term marketable securities. A more detailed description of the use of
proceeds of any specific offering of Common Stock shall be set forth in the
Prospectus Supplement pertaining to such offering.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK OF PROTECTIVE LIFE
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of Protective Life is 84,000,000 shares,
consisting of:
(a) 3,600,000 shares of Preferred Stock, par value $1.00 per share
("Preferred Stock"), of which no shares were outstanding as of March 31,
1997;
(b) 400,000 shares of Series A Junior Participating Cumulative Preferred
Stock, par value $1.00 per share (the "Junior Preferred Stock"), of which no
shares were outstanding as of March 31, 1997; and
(c) 80,000,000 shares of Common Stock, par value $.50 per share, of
which 33,336,462 shares (as well as the same number of Rights ("Rights") to
purchase shares of Series A Junior Preferred Stock pursuant to the Rights
Agreement, dated August 7, 1995 (the "Rights Agreement"), between Protective
Life and AmSouth Bank, as Rights Agent) were outstanding as of September 30,
1997.
In general, the classes of authorized capital stock are afforded preferences
with respect to dividends and liquidation rights in the order listed above. The
Board of Directors of Protective Life is empowered, without approval of the
stockholders, to cause the Preferred Stock to be issued in one or more series,
with the numbers of shares of each series and the rights, preferences and
limitations of each series to be determined by it. The specific matters that may
be determined by the Board of Directors include the dividend rights, conversion
rights, redemption rights and liquidation preferences, if any, of any wholly
unissued series of Preferred Stock (or of the entire class of Preferred Stock if
none of such shares have been issued), the number of shares constituting any
such series and the terms and conditions of the issue thereof. The descriptions
set forth below do not purport to be complete and are qualified in their
entirety by reference to the (i) Restated Certificate of Incorporation of
Protective Life, as amended (the "Restated Certificate of Incorporation"), (ii)
the By-laws of Protective Life and (iii) the Rights Agreement, copies of each of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part.
No holders of any class of Protective Life's capital stock are entitled to
preemptive rights.
DESCRIPTION OF COMMON STOCK OF PROTECTIVE LIFE
GENERAL
Subject to the rights of the holders of any shares of Preferred Stock which
may at the time be outstanding, holders of Common Stock are entitled to such
dividends as the Board of Directors may declare out of funds legally available
therefor. The holders of Common Stock will possess exclusive voting rights in
Protective Life, except to the extent the Board of Directors specifies voting
power with respect to any Preferred Stock issued. Except as hereinafter
described, holders of Common Stock are entitled to one vote for each share of
Common Stock, but will not have any right to cumulate votes in the election of
directors. In the event of liquidation, dissolution or winding up of Protective
Life, the holders of Common Stock are entitled to receive, after payment of all
of Protective Life's debts and liabilities and of all sums to which holders of
any Preferred Stock may be entitled, the distribution of any remaining assets of
Protective Life. Holders of Common Stock will not be entitled to preemptive
rights with respect to any shares which may be issued. Any shares of Common
Stock sold hereunder will be fully paid and nonassessable. AmSouth Bank is the
registrar and transfer agent for the Common Stock. The Common Stock is listed on
the New York Stock Exchange under the symbol "PL."
CERTAIN PROVISIONS
The provisions of Protective Life's Restated Certificate of Incorporation
that are summarized below may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover
5
<PAGE>
attempt that a stockholder might consider to be in such stockholder's best
interests, including those attempts that might result in a premium over the
market price for the shares held by stockholders.
ISSUANCE OF PREFERRED STOCK. Pursuant to the Restated Certificate of
Incorporation, the Board of Directors by resolution may establish one or more
series of Preferred Stock having such number of shares, designation, relative
voting rights, dividend rights, dividend rates, liquidation and other rights,
preferences and limitations as may be fixed by the Board of Directors without
any further stockholder approval. Such rights, preferences, privileges and
limitations as may be established could have the effect of impeding or
discouraging the acquisition of control of Protective Life.
BUSINESS COMBINATIONS. Protective Life's Restated Certificate of
Incorporation contains a "fair price" provision which generally requires that
certain "Business Combinations" (as defined herein) with a "Related Person"
(generally the beneficial owner of at least 20 percent of Protective Life's
voting stock) be approved by the holders of at least 80 percent of Protective
Life's voting stock and the holders of at least 67 percent of the voting stock
held by stockholders other than such Related Person, unless (a) at least a
majority of the "Continuing Directors" of Protective Life (i) has expressly
approved in advance the acquisition of Protective Life's voting stock that
caused the Related Person involved in the Business Combination to become a
Related Person or (ii) has approved the Business Combination, or (b) the
Business Combination is either a "Reorganization" or a Business Combination in
which Protective Life is the surviving corporation and, in either event, the
cash or fair market value of the property, securities or other consideration to
be received per share as a result of the Business Combination by holders of the
Common Stock of Protective Life other than the Related Person is not less than
the highest per share price (with appropriate adjustments for recapitalizations
and for stock splits, stock dividends and like distributions) paid by such
Related Person in acquiring any holdings of Protective Life's Common Stock
either in or subsequent to the transaction or series of transactions by reason
of which the Related Person became a Related Person. Protective Life's Restated
Certificate of Incorporation defines "Business Combination" as (i) any
Reorganization of Protective Life or a subsidiary of Protective Life with or
into a Related Person, (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a pledge, mortgage or any other
security device, of all or any "Substantial Part" (as defined herein) of the
assets either of Protective Life or of a subsidiary of Protective Life, or both,
to a Related Person, (iii) any Reorganization of a Related Person with or into
Protective Life or a subsidiary of Protective Life, (iv) any sale, lease,
exchange, transfer or other disposition of all or any Substantial Part of the
assets of a Related Person to Protective Life or a subsidiary of Protective
Life, (v) the issuance of any securities of Protective Life or any subsidiary of
Protective Life to a Related Person except if such issuance were a stock split,
stock dividend or other distribution PRO RATA to all holders of the same class
of voting stock, (vi) any reclassification of Protective Life's securities
(including any reverse stock split) or any other recapitalization that would
have the effect of increasing the voting power of a Related Person, and (vii)
any agreement, contract, plan or other arrangement providing for any of the
transactions described in the definition of Business Transaction. "Continuing
Director" is defined to mean a director who was a member of the Board of
Directors of Protective Life immediately prior to the time such Related Person
became a Related Person. "Substantial Part" is defined as more than 20 percent
of the fair market value of the total assets of the corporation in question, as
determined in good faith by a majority of the Continuing Directors as of the end
of its most recent fiscal year ending prior to the time the determination is
being made. "Reorganization" is defined to mean a merger, consolidation, plan of
exchange, sale of all or substantially all of the assets (including, as pertains
to a subsidiary of Protective Life, bulk reinsurance or cession of substantially
all of its policies and contracts) or other form of corporate reorganization
pursuant to which shares of voting stock, or other securities of the subject
corporation, are to be converted or exchanged into cash or other property,
securities or other consideration. Under the Restated Certificate of
Incorporation, the amendment of, repeal of or adoption of any provision
inconsistent with provisions of the Restated Certificate of Incorporation
relating to Business Combinations with a Related Person requires the affirmative
vote of the holders of at least 80 percent of Protective Life's voting stock and
the holders of at least 67 percent of Protective Life's voting stock held by
holders other than such Related Person.
6
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SHARE PURCHASE RIGHTS PLAN
On August 7, 1995, the Board of Directors of Protective Life declared a
dividend distribution of one Right for each outstanding share of Common Stock.
The distribution was payable on August 18, 1995 to the shareholders of record on
that date. Each Right entitles the registered holder to purchase from Protective
Life one one-hundredth of a share of Junior Preferred Stock at a price of $110
per one one-hundredth of a share of Junior Preferred Stock (the "Purchase
Price"), subject to adjustment.
Until the earlier to occur of (i) ten days following the time of a public
announcement or notice to Protective Life that a person or group of affiliated
or associated persons (an "Acquiring Person") acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Stock of
Protective Life (the "Stock Acquisition Time") or (ii) ten days following the
commencement or announcement of an intention to make a tender offer or exchange
offer which, if successful, would cause the bidder to own 15% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of August 18, 1995, by such Common
Stock certificate with a copy of a "Summary of Rights" attached thereto. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after August 18, 1995, upon transfer or new issuance of the Common Stock,
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Common Stock certificates outstanding as of
August 18, 1995, even without a copy of a "Summary of Rights" attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on August 18, 2005, unless earlier redeemed by Protective Life as
described below or extended.
The Purchase Price payable, and the number of shares of Junior Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Junior Preferred Stock, (ii) upon the fixing of a record date for the issuance
to holders of Junior Preferred Stock of certain rights, options or warrants to
subscribe for or purchase Junior Preferred Stock or convertible securities at
less than the current market price of Junior Preferred Stock or (iii) upon the
fixing of a record date for the making of a distribution to holders of Junior
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends not exceeding 125% of the last regular periodic cash
dividend or dividends payable in Junior Preferred Stock) or of subscription
rights or warrants (other than those referred to above). The number of Rights
and number of shares of Junior Preferred Stock issuable upon the exercise of
each Right are also subject to adjustment in the event of a stock split,
combination or stock dividend on the Common Stock prior to the Distribution
Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market value of
the Common Stock on the last trading date prior to the date of exercise.
In the event that after the Stock Acquisition Time, Protective Life is
acquired in a merger or other business combination transaction or 50% or more of
its assets, cash flow or earning power are sold or otherwise transferred, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right (other than the Acquiring Person) upon the exercise thereof at
the then-current exercise price of the Right, shall thereafter be entitled to
receive that number of shares of common stock of the
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acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event that Protective
Life were the surviving corporation in a merger and its Common Stock was changed
or exchanged, proper provision shall be made so that each holder of a Right
(other than the Acquiring Person) will thereafter have the right to receive upon
exercise, that number of shares of the Common Stock having a market value of two
times the exercise price of the Right.
In the event that a person or group becomes an Acquiring Person (otherwise
than pursuant to a tender offer or exchange offer for all outstanding shares of
Common Stock at a price and on terms which are determined to be fair and in the
best interests of Protective Life and its stockholders by a majority of the
members of the Board of Directors of Protective Life who are not Acquiring
Persons or representatives or nominees of or affiliated or associated with an
Acquiring Person), proper provision shall be made so that each holder of a
Right, other than Rights that were beneficially owned by the Acquiring Person,
which will thereafter be void, will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value (as defined
in the Rights Agreement) of two times the exercise price of the Right. A person
or group will not be deemed to be an Acquiring Person if the Board of Directors
of Protective Life determines that such person or group became an Acquiring
Person inadvertently and such person or group promptly divests itself of a
sufficient number of shares of Common Stock so that such person or group is no
longer an Acquiring Person.
At any time prior to the earlier of (i) the Stock Acquisition Time and (ii)
August 18, 2005, Protective Life, by resolution of its Board of Directors, may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Immediately upon the action of the Board of Directors
electing to redeem the Rights (or at such time subsequent to such action as the
Board of Directors may determine), the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Common Stock of
Protective Life, the Board of Directors of Protective Life may exchange the
Rights (other than Rights beneficially owned by such person which have become
void), in whole or in part, for Common Stock of Protective Life at an exchange
ratio of one share of Common Stock per Right (subject to adjustment). Protective
Life may at its option substitute shares of Junior Preferred Stock (or other
series of substantially similar preferred stock of Protective Life) for some or
all of the shares of Common Stock exchangeable for Rights, at an exchange ratio
of one one-hundredth of a share of Junior Preferred Stock (or such other series
of preferred stock) for each share of Common Stock to be exchanged.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of Protective Life, other than rights resulting from such
holder's ownership of shares of Common Stock, including, without limitation, the
right to vote or to receive dividends. Stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of Protective Life or for
common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement can be amended by the Board of Directors
of Protective Life in any respect (including, without limitation, any extension
of the period in which the Right Certificates may be redeemed) at any time prior
to the Stock Acquisition Time. From and after such time, without the approval of
the stockholders of Protective Life or the holders of the Rights, the Board of
Directors may only supplement or amend the Rights Agreement in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained in the
Rights Agreement which may be defective or inconsistent with any other provision
in the Rights Agreement, (iii) to shorten or lengthen any time period under the
Rights Agreement or (iv) to make any changes or supplements which Protective
Life may deem necessary or desirable which shall not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring Person
or an affiliate or associate of any such person), provided that any such action
by the
8
<PAGE>
Board of Directors must have the concurrence of a majority of the Continuing
Directors (as defined in the Rights Agreement) and provided that the Continuing
Directors constitute a majority of directors then in office, and provided that
the Rights Agreement may not be supplemented or amended to lengthen (A) a time
period relating to when the Rights may be redeemed or to modify the ability (or
inability) of Protective Life's Board of Directors to redeem the Rights, in
either case at such time as the Rights are not then redeemable or (B) any other
time period unless such lengthening is for a purpose of protecting, enhancing or
clarifying the Rights of or the benefits to the holders of Rights (other than an
Acquiring Person or an affiliate or associate of any such person).
For purposes of the Rights Agreement, the term "Continuing Director" means
any member of the Board of Directors of Protective Life who was a member of the
Board prior to the Stock Acquisition Time, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Protective
Life in a manner which causes the Rights to become exercisable unless the offer
is conditioned on the Rights being redeemed. This potential dilution may have
the effect of delaying, deferring or discouraging attempts to acquire control of
Protective Life which are not approved by Protective Life's Board of Directors.
However, the Rights should not interfere with any merger or other business
combination approved by Protective Life's Board of Directors.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the complete terms of the Rights as set forth in the
Rights Agreement. The Rights Agreement is incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part. A copy
of the Rights Agreement can be obtained as described under "Available
Information".
DESCRIPTION OF JUNIOR PREFERRED STOCK
GENERAL. In connection with the Rights Agreement, 400,000 shares of Junior
Preferred Stock have been reserved and authorized for issuance by the Board of
Directors of Protective Life. No shares of Junior Preferred Stock are
outstanding as of the date of this Prospectus. The following statements with
respect to the Junior Preferred Stock do not purport to be complete and are
subject to the detailed provisions of the Restated Certificate of Incorporation
and the certificate of designation relating to the Junior Preferred Stock (the
"Certificate of Designation"), which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.
RANKING. The Junior Preferred Stock shall rank junior to all other series
of Protective Life's Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.
DIVIDENDS AND DISTRIBUTIONS. Subject to the prior and superior rights of
the holders of any share of any series of Preferred Stock ranking prior to and
superior to the shares of Junior Preferred Stock with respect to dividends, the
holders of shares of Junior Preferred Stock, in preference to the holders of
Common Stock and of any other junior stock which may be outstanding, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, quarterly dividends payable in cash on
the first day of January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date") commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Junior Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $2.50 per share ($10.00 per
annum) or (b) (subject to adjustment upon certain dilutive events) 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
9
<PAGE>
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Junior Preferred Stock.
Protective Life shall declare a dividend or distribution on the Junior
Preferred Stock immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $2.50 per
share ($10.00 per annum) on the Junior Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
VOTING RIGHTS. The holders of shares of Junior Preferred Stock shall have
the following voting rights: (a) subject to adjustment upon certain dilutive
events, each share of Junior Preferred Stock shall entitle the holder thereof to
100 votes (and each one one-hundredth of a share of Junior Preferred Stock shall
entitle the holder thereof to one vote) on all matters submitted to a vote of
the stockholders of Protective Life; (b) except as otherwise provided by the
Certificate of Designation, the Restated Certificate of Incorporation, any other
certificate of designation creating a series of preferred stock or any similar
stock or by law, the holders of shares of Junior Preferred Stock and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of Protective Life; and (c) except as
provided in the Certificate of Designation or by applicable law, holders of
Junior Preferred Stock shall have no special voting rights and their consent
shall not be required for authorizing or taking any corporate action.
LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or
otherwise), dissolution or winding up of Protective Life, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Junior Preferred Stock
unless, prior thereto, the holders of shares of Junior Preferred Stock shall
have received the higher of (i) $10 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) an aggregate amount per share, subject to
adjustment upon certain dilutive events, equal to 100 times the aggregate amount
to be distributed per share to holders of Common Stock; nor shall any
distribution be made to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with the Junior
Preferred Stock, except distributions made ratably on the Junior Preferred Stock
and all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding-up.
CONSOLIDATION, MERGER, ETC. In case Protective Life shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, or otherwise changed, then in any such case, each
share of Junior Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share (subject to adjustment upon certain dilutive
events) equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.
CERTAIN RESTRICTIONS. Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Junior Preferred Stock outstanding shall have been paid
in full, Protective Life shall not: (i) declare or pay dividends on, or make any
other distributions on any shares or stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding-up) to the Junior
Preferred Stock; (ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Junior Preferred Stock except
dividends paid ratably on the Junior Preferred Stock, and all such parity stock
on
10
<PAGE>
which the dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled; (iii) redeem or
purchase or otherwise acquire for consideration shares of any stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding-up)
with the Junior Preferred Stock, provided that Protective Life may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of Protective Life ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Junior
Preferred Stock; or (iv) purchase or otherwise acquire for consideration any
shares of Junior Preferred Stock, or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding-up) with the
Junior Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series or classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes. Protective Life shall not permit any subsidiary of Protective Life to
purchase or otherwise acquire for consideration any shares of stock of
Protective Life unless Protective Life could, in accordance with the foregoing
restrictions, purchase or otherwise acquire such shares at such time and in such
manner.
REDEMPTION. The shares of Junior Preferred Stock are not redeemable.
CERTAIN LIMITATIONS ON DIVIDENDS AND OTHER PAYMENTS
Under the terms of the Company's 9% Subordinated Debentures, due 2024 Series
A and the Company's 8 1/4% Subordinated Debentures, due 2027 Series B (together,
the "A & B Debentures"), under certain conditions, Protective Life has the right
at any time to extend the interest payment period with respect to the A & B
Debentures. During any such extended interest period, or at any time during
which there is an uncured Default or Event of Default (as defined in the
Subordinated Indenture, dated as of June 1, 1994, 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, as supplemented by (i)
Supplemental Indenture No. 1, dated as of June 9, 1994, (ii) Supplemental
Indenture No. 2, dated as of August 2, 1994, and (iii) Supplemental Indenture
No. 3, dated as of April 29, 1997) under the A & B Debentures, Protective Life
is prohibited from paying any dividends on, or redeeming, purchasing, acquiring
or making a liquidation payment with respect to, any of its shares of capital
stock or make any guarantee payments with respect to the foregoing, with certain
limited exceptions.
11
<PAGE>
PLAN OF DISTRIBUTION
Protective Life may sell any of the Common Stock being offered hereby in any
one or more of the following ways from time to time: (i) through agents; (ii) to
or through underwriters; (iii) through dealers; and (iv) directly to purchasers.
The distribution of the Common Stock being offered hereby may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Offers to purchase Common Stock may be solicited by agents designated by
Protective Life from time to time. Any such agent involved in the offer or sale
of the Common Stock in respect of which this Prospectus is delivered will be
named, and any commissions payable by Protective Life to such agent will be set
forth, in the applicable Prospectus Supplement. Unless otherwise indicated in
such Prospectus Supplement, any such agent will be acting on a reasonable best
efforts basis for the period of its appointment. Any such agent may be deemed to
be an underwriter, as that term is defined in the Securities Act, of the Common
Stock so offered and sold.
If Common Stock is sold by means of an underwritten offering, Protective
Life will execute an underwriting agreement with an underwriter or underwriters
at the time an agreement for such sale is reached, and the names of the specific
managing underwriter or underwriters, as well as any other underwriters, and the
terms of the transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement which will be used by the underwriters to make resales of
the Common Stock in respect of which this Prospectus is delivered to the public.
If underwriters are utilized in the sale of the Common Stock in respect of which
this Prospectus is delivered, the Common Stock will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriter at the time of sale.
Common Stock may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by the managing underwriters.
If any underwriter or underwriters are utilized in the sale of the Common Stock,
unless otherwise indicated in the Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
Common Stock will be obligated to purchase all such Common Stock if any are
purchased.
If a dealer is utilized in the sale of the Common Stock in respect of which
this Prospectus is delivered, Protective Life will sell such Common Stock to the
dealer as principal. The dealer may then resell such Common Stock to the public
at varying prices to be determined by such dealer at the time of resale. Any
such dealer may be deemed to be an underwriter, as such term is defined in the
Securities Act, of the Common Stock so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the Prospectus Supplement
relating thereto.
Offers to purchase Common Stock may be solicited directly by Protective Life
and the sale thereof may be made by Protective Life directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under relevant agreements
with Protective Life to indemnification by Protective Life against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, underwriters and dealers may be
required to make in respect thereof.
The Company's Common Stock is listed on the New York Stock Exchange. Any
Common Stock sold pursuant to a Prospectus Supplement will be listed on such
exchange, subject to official notice of issuance.
12
<PAGE>
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, Protective Life and its subsidiaries in the
ordinary course of business.
If so indicated in the applicable Prospectus Supplement, Protective Life may
authorize agents, underwriters or dealers to solicit offers by certain
institutions to purchase Common Stock from Protective Life at the public
offering prices set forth in the applicable Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on a
specified date or dates. A commission indicated in the applicable Prospectus
Supplement will be paid to underwriters, dealers and agents soliciting purchases
of Common Stock pursuant to Contracts accepted by Protective Life.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement the
validity of the Common Stock offered hereby will be passed upon for Protective
Life by Debevoise & Plimpton.
EXPERTS
The consolidated balance sheets of Protective Life as of December 31, 1996
and 1995 and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31, 1996
and the related financial statement schedules which are incorporated by
reference or included in Protective Life's Annual Report on Form 10-K for the
year ended December 31, 1996 and which have been incorporated by reference in
this Prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for Protective
Life and its subsidiaries for the six-month periods ended June 30, 1997 and 1996
incorporated by reference in this Prospectus, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report included in the Registration Statement of which this Prospectus forms a
part states that they did not audit and they do not express an opinion on such
interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the Registration Statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Securities Act.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by Protective
Life in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission filing fee, all
amounts shown are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.................... $ 48,485
Blue Sky fees and expenses....................................... 5,000
Printing and engraving expenses.................................. 75,000
Accountant's fees and expenses................................... 7,000
Legal fees and expenses.......................................... 25,000
Miscellaneous expenses........................................... 4,515
---------
Total........................................................ $ 165,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of Protective Life's Restated Certificate of
Incorporation provides that Protective Life shall indemnify to the fullest
extent permitted by law any person who is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of Protective Life or was serving at the
request of Protective Life as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise including
service with respect to employee benefit plans.
Protective Life is empowered by Section 145 of the Delaware General
Corporation Law, subject to the proceedings and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Protective Life) by reason of the fact that such person is or was
an officer, employee, agent or director of Protective Life, or is or was serving
at the request of Protective Life as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Protective
Life, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Protective Life may indemnify any
such person against expenses (including attorneys' fees) in an action by or in
the right of Protective Life under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to Protective Life. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, Protective Life must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by Protective Life under which
directors and officers of Protective Life are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
II-1
<PAGE>
As permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
Protective Life's Restated Certificate of Incorporation also provides that no
director shall be personally liable to Protective Life or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to Protective
Life or its stockholders, (ii) for acts or omissions not in good faith which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
Protective Life has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by Protective Life and in force at the
time up to $20 million and against certain liabilities excluded from such
liability insurance. The agreements provide generally that, upon the happening
of certain events constituting a change in control of Protective Life,
Protective Life must obtain a $20 million letter of credit upon which the
directors may draw for defense or settlement of any claim relating to
performance of their duties as directors. Protective Life has similar agreements
with certain of its executive officers under which Protective Life is required
to provide up to $10 million in indemnification, although this obligation is not
secured by a commitment to obtain a letter of credit.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C>
1 Form of underwriting agreement
4(a) 1985 Restated Certificate of Incorporation of Protective Life (incorporated by reference to Exhibit 3(a)
to Protective Life's Form 10-K Annual Report for the year ended December 31, 1993).
4(b) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life filed with the
Secretary of State of Delaware on June 1, 1987 (incorporated by reference to Exhibit 3(a)(1) to
Protective Life's Form 10-K Annual Report for the year ended December 31, 1993).
4(c) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life filed with the
Secretary of State of Delaware on May 5, 1994 (incorporated by reference to Exhibit 3(a)(5) to Protective
Life's Form 10-Q Quarterly Report for the period ended March 31, 1994).
4(d) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective Life filed
with the Secretary of State of Delaware on August 9, 1995 (incorporated by reference to Exhibit A to
Exhibit 1 to the Company's Form 8-A Report filed on August 7, 1995).
4(e) Certificate of Decrease of Shares Designated as Junior Participating Cumulative Preferred Stock of
Protective Life filed with the Secretary of State of Delaware on August 8, 1995 (incorporated by
reference to Exhibit 3(a)(4) to Protective Life's Form 10-K Annual Report for the year ended December 31,
1995).
4(f) By-Laws of Protective Life, as amended (incorporated by reference to Exhibit 3(b) to Protective Life's
Form 10-K Annual Report for the period ended December 31, 1996).
4(g) Rights Agreement, dated as of August 7, 1995 among Protective Life and AmSouth Bank, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's Form 8-A filed August 7, 1995).
4(h) Rights Certificate (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed August 7,
1995).
5 Opinion of Debevoise & Plimpton, counsel to Protective Life as to the validity of the Common Stock.**
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C>
23(a) Consent of Coopers & Lybrand L.L.P.**
23(b) Consent of Debevoise & Plimpton (included in Exhibit 5)
24 Power of Attorney of Board of Directors and Officers.**
</TABLE>
- ------------------------
* Indicates document to be filed as an exhibit to a subsequent report on Form
8-K or Form 10-Q and incorporated herein by reference
** Indicates document filed herewith.
ITEM 17. UNDERTAKINGS.
(a) RULE 415 OFFERING.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Protective Life
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Protective Life's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
II-3
<PAGE>
(c) ACCELERATION OF EFFECTIVENESS.
Insofar as indemnifications for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons, if any,
of the Registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person, if any, of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<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 October 30,
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, October 30, 1997
/s/ DRAYTON NABERS, JR. Chief Executive Officer
- ------------------------------ and Director (Principal
Drayton Nabers, Jr. Executive Officer)
President, Chief Operating October 30, 1997
/s/ JOHN D. JOHNS Officer and Director
- ------------------------------ (Principal Financial
John D. Johns Officer)
Vice President and October 30, 1997
/s/ JERRY W. DEFOOR Controller and Chief
- ------------------------------ Accounting Officer
Jerry W. DeFoor (Principal Accounting
Officer)
/s/ WILLIAM J. RUSHTON III Chairman Emeritus and October 30, 1997
- ------------------------------ Director
William J. Rushton III
/s/ JOHN W. WOODS Director October 30, 1997
- ------------------------------
John W. Woods
/s/ WILLIAM J. CABANISS, JR. Director October 30, 1997
- ------------------------------
William J. Cabaniss, Jr.
/s/ JOHN J. MCMAHON, JR. Director October 30, 1997
- ------------------------------
John J. McMahon, Jr.
II-5
<PAGE>
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ A.W. DAHLBERG Director October 30, 1997
- ------------------------------
A.W. Dahlberg
/s/ JOHN W. ROUSE, JR. Director October 30, 1997
- ------------------------------
John W. Rouse, Jr.
/s/ ROBERT T. DAVID Director October 30, 1997
- ------------------------------
Robert T. David
Director
- ------------------------------
Ronald L. Kuehn, Jr.
/s/ HERBERT A. SKLENAR Director October 30, 1997
- ------------------------------
Herbert A. Sklenar
/s/ JAMES S.M. FRENCH Director October 30, 1997
- ------------------------------
James S.M. French
/s/ ROBERT A. YELLOWLEES Director October 30, 1997
- ------------------------------
Robert A. Yellowlees
/s/ ELAINE L. CHAO Director October 30, 1997
- ------------------------------
Elaine L. Chao
/s/ DONALD M. JONES Director October 30, 1997
- ------------------------------
Donald M. Jones
<TABLE>
<S> <C> <C> <C>
*By: --------------------------------------
Name: Deborah J. Long
Title: Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
1 Form of underwriting agreement*
4(a) 1985 Restated Certificate of Incorporation of Protective Life (incorporated by reference to
Exhibit 3(a) to Protective Life's Form 10-K Annual Report for the year ended December 31, 1993).
4(b) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life filed
with the Secretary of State of Delaware on June 1, 1987 (incorporated by reference to Exhibit
3(a)(1) to Protective Life's Form 10-K Annual Report for the year ended December 31, 1993).
4(c) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life filed
with the Secretary of State of Delaware on May 5, 1994 (incorporated by reference to Exhibit
3(a)(5) to Protective Life's Form 10-Q Quarterly Report for the period ended March 31, 1994).
4(d) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective Life
filed with the Secretary of State of Delaware on August 9, 1995 (incorporated by reference to
Exhibit A to Exhibit 1 to the Company's Form 8-A Report filed on August 7, 1995).
4(e) Certificate of Decrease of Shares Designated as Junior Participating Cumulative Preferred Stock
of Protective Life filed with the Secretary of State of Delaware on August 8, 1995 (incorporated
by reference to Exhibit 3(a)(4) to Protective Life's Form 10-K Annual Report for the year ended
December 31, 1995).
4(f) By-Laws of Protective Life, as amended (incorporated by reference to Exhibit 3(b) to Protective
Life's Form 10-K Annual Report for the period ended December 31, 1996).
4(g) Rights Agreement, dated as of August 7, 1995 among Protective Life and AmSouth Bank, as Rights
Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed August 7, 1995).
4(h) Rights Certificate (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed August
7, 1995).
5 Opinion of Debevoise & Plimpton, counsel to Protective Life as to the validity of the Common
Stock.**
23(a) Consent of Coopers & Lybrand L.L.P.**
23(b) Consent of Debevoise & Plimpton (included in Exhibits 5)
24 Power of Attorney of Board of Directors and Officers.**
</TABLE>
- ------------------------
* Indicates document to be filed as an exhibit to a subsequent report on Form
8-K or Form 10-Q and incorporated herein by reference
** Indicates document filed herewith.
II-7
<PAGE>
Exhibit 5
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telephone (212) 909-6000
Telecopy: (212) 909-6836
October 30, 1997
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
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"), 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 public offering of up to $160,000,000 in aggregate principal amount
of shares of common stock of Protective Life, par value $0.50 per share (the
"Common Stock").
<PAGE>
Protective Life Corporation 2 October 30, 1997
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 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 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, as contemplated by the terms thereof and of the
agreements relating thereto, assuming 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.
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.
<PAGE>
Protective Life Corporation 3 October 30, 1997
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>
EXHIBIT 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Protective Life Corporation on Form S-3 (File No. ) 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 caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS AND LYBRAND L.L.P.
Birmingham, Alabama
October 30, 1997
<PAGE>
Exhibit 24
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 constitue and appoint Drayton Nabers, Jr., John D.
Johns and Deborah J. Long 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 Directors of the
Corporation one or more Registration Statements on Form S-3 of the
Corporation to be filed with the Securities and Exchange Commission,
Washington, D.C., under the Securities Act of 1933, as amended, any
subsequent registration statements which may be filed under Rule 462(b) and
any amendment or amendments to such registration statements (including,
without limitation, post-effective amendments), relating to the common stock
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: October 30, 1997
Signatures Title
/s/ Drayton Nabers, Jr.
- ------------------------ Chairman of the Board, Chief
Drayton Nabers, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ John D. Johns
- ------------------------ President, Chief Operating Officer
John D. Johns and Director (Principal Financial
Officer)
/s/ Jerry W. DeFoor
- ------------------------ Vice President and Controller and
Jerry W. DeFoor Chief Accounting Officer
(Principal Accounting Officer)
<PAGE>
Signatures Title
/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/ 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
- ---------------------------- Director
Ronald L. Kuehn, Jr.
/s/ Herbert A. Sklenar
- ---------------------------- Director
Herbert A. Sklenar
/s/ James S.M. French
- ---------------------------- Director
James S.M. French
2
<PAGE>
Signatures Title
/s/ Robert A. Yellowlees
- -------------------------- Director
Robert A. Yellowlees
/s/ Elaine L. Chao
- -------------------------- Director
Elaine L. Chao
/s/ Donald M. Jones
- -------------------------- Director
Donald M. Jones
3
