SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MARCH 11, 1998
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12332 95-2492236
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 879-9230
N/A
(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On March 11, 1998, Registrant issued a press release announcing a
definitive agreement under which Registrant will acquire United Dental Care,
Inc.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
The following exhibit is included herein.
Exhibit 99: Press Release dated March 11, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PROTECTIVE LIFE CORPORATION
BY/S/JERRY W. DEFOOR
Jerry W. DeFoor
Vice President and Controller
Dated: March 11, 1998
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Exhibit Index
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
99. Press Release Dated March 11, 1998 4-5
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Exhibit 99
PROTECTIVE TO ACQUIRE UNITED DENTAL CARE
BIRMINGHAM, Alabama and DALLAS, Texas (March 11, 1998) Protective Life
Corporation (NYSE:PL) and United Dental Care, Inc. (NASDAQ/NM:UDCI) today
announced a definitive agreement under which Protective will acquire United
Dental Care. The purchase price per share of United Dental Care common stock is
payable in a combination of $9.31 in cash and 0.14465 shares of Protective
common stock (before taking into account Protective's recently announced 2-
for-1 stock split payable on April 1). The definitive agreement also establishes
collars at $55 and $79 per Protective common share before adjustment for the
stock split. The transaction values United Dental Care's outstanding common
stock at approximately $175 million, and is subject to approval by United Dental
Care stockholders and regulators and other customary closing conditions.
Drayton Nabers, Jr., Chairman and Chief Executive Officer of Protective stated:
"This is a strategic acquisition for Protective. United Dental Care has one of
the best franchises in the dental managed care industry. It has a good brand
name, a solid customer base and an excellent network of dental providers. The
transaction will give us additional economies in the dental managed care
industry. We will become the nation's third largest dental managed care company.
By combining our DentiCare operations with United Dental Care's operations, we
will have a coast-to-coast network providing even better service and geographic
scope to our customers. We are delighted to have this opportunity to expand in
this growth market."
William H. Wilcox, President and Chief Executive Officer of United Dental Care,
said, "We believe that our joining forces with Protective is in the best
interests of our customers, our stockholders, and our employees. The combining
of these two companies will result in a larger, stronger organization that is
better positioned to achieve its goals and succeed in a dynamic marketplace.
This transaction substantially increases Protective's dental membership, and the
combined management strength and operational excellence of the two organizations
will further enhance the superior service available to the customers of both
companies."
United Dental Care provides dental coverage to over 1.8 million members and is a
leading provider of managed dental plans, providing a broad range of dental
benefit programs to employers and third parties across the U.S. from offices in
32 major markets. United Dental Care has over 100,000 members in each of
Arizona, Texas, New Jersey, New Mexico, Missouri and Colorado.
Protective has over 500,000 members in its dental managed care network and
provides dental indemnity insurance to an additional 600,000 customers.
Protective's managed care products are licensed in 13 states with primary
marketing territories being Florida, Georgia, Tennessee and Oklahoma.
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Protective Life Corporation provides financial services through the production,
distribution and administration of insurance and investment products throughout
the United States and Hong Kong. It has annual revenues of approximately $1.1
billion and assets of $10.5 billion.
This release includes "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. All statements
based on future expectations rather than on historical facts are forward-looking
statements that involve a number of risks and uncertainties. Neither company can
give assurance that such statements will prove to be correct. With respect to
United Dental Care, important factors that could affect actual results include,
but are not limited to, the actual loss ratio on the company's dental indemnity
business, the future cost of dental services performed under the company's
point-of-service dental plans, the effectiveness of certain administrative
changes to the company's operations and the actual sales of the company's
products. With respect to Protective, please refer to Exhibit 99 of Protective's
most recent Form 10-Q or the Management's Discussion and Analysis section of
Protective's most recent Annual Report to Stockholders for more information
about factors which could affect future results.
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