<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999
REGISTRATION NO. 333-80769
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
---------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
PROTECTIVE LIFE
CORPORATION DELAWARE 95-2492236
PLC CAPITAL TRUST III DELAWARE 72-6182543
PLC CAPITAL TRUST IV DELAWARE 72-6182544
</TABLE>
<TABLE>
<S> <C> <C>
(Exact name of registrant (State or other jurisdiction (I.R.S. Employer
as specified in its charter) of Identification
incorporation or No.)
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. / /
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 9, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
$500,000,000
[LOGO]
PROTECTIVE LIFE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
PLC CAPITAL TRUST III
PLC CAPITAL TRUST IV
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH IN THIS DOCUMENT BY
PROTECTIVE LIFE CORPORATION
Protective Life Corporation and PLC Capital Trust III and PLC Capital Trust
IV may offer up to $500,000,000 of the securities listed above from time to
time. The prospectus contains general information about these securities.
When Protective, PLC Capital Trust III or PLC Capital Trust IV offer
securities, we will provide you with a prospectus supplement containing the
specific terms of these securities. You should read this prospectus and any
prospectus supplement carefully before you invest.
INVESTING IN THESE SECURITIES INVOLVES RISKS. CONSIDER CAREFULLY THE RISK
FACTORS BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
Protective, PLC Capital Trust III or PLC Capital Trust IV may offer
securities through underwriting syndicates managed or co-managed by one or more
underwriters, or directly to purchasers. The prospectus supplement for each
offering of securities will describe in detail the plan of distribution for that
offering. For general information about the distribution of securities offered,
please see "Plan of Distribution" in this prospectus.
Protective's common stock is listed on the New York Stock Exchange under the
trading symbol "PL".
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this prospectus is , 1999
<PAGE>
WHAT YOU SHOULD KNOW ABOUT THE PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus is accurate as of
the date of the prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
------------------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<S> <C>
Where You Can Find More Information.................................................... 3
Incorporation of Information We File With the SEC...................................... 3
Forward-Looking Statements............................................................. 4
Risk Factors........................................................................... 4
Protective Life Corporation............................................................ 8
The PLC Capital Trusts................................................................. 8
Use of Proceeds........................................................................ 9
Consolidated Earnings Ratios........................................................... 9
Description of Debt Securities of Protective........................................... 10
Description of Capital Stock of Protective............................................. 21
Description of Preferred Stock of Protective........................................... 22
Description of Common Stock of Protective.............................................. 22
Description of Preferred Securities of the PLC Capital Trusts.......................... 29
Description of the Preferred Securities Guarantees..................................... 31
Effect of Obligations Under the Subordinated Debt Securities and the Preferred
Securities Guarantees................................................................ 34
Description of Stock Purchase Contracts and Stock Purchase Units....................... 35
Plan of Distribution................................................................... 36
Legal Matters.......................................................................... 37
Experts................................................................................ 37
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Protective files reports, proxy statements and other information with the
Securities and Exchange Commission. Our SEC filings are available over the
Internet at the SEC's website at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, DC, New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the public reference rooms and their copy charges. You may
also inspect our SEC reports and other information at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
Protective, PLC Capital Trust III and PLC Capital Trust IV have filed a
registration statement on Form S-3 with the SEC covering these securities. For
more information on Protective, PLC Capital Trust III and PLC Capital Trust IV
and the securities, you should refer to our registration statement which
includes this prospectus and its exhibits. This prospectus summarizes material
provisions of the contracts and other documents that we refer you to. Because
the prospectus may not contain all the information that you may find important,
you should review the full text of these documents. We have included or
incorporated by reference copies of these documents as exhibits to our
registration statement.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows Protective to "incorporate by reference" the information we
file with them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to these
documents; and
- information that we file with the SEC will automatically update and
supersede the prospectus and any previously incorporated information.
We incorporate by reference the documents or portions of documents listed
below which were filed with the SEC under the Securities Exchange Act of 1934
(the "Exchange Act"):
- quarterly report on Form 10-Q for the quarter ended March 31, 1999;
- annual report on Form 10-K for the fiscal year ended December 31, 1998;
- amended annual report on Form 10-K/A for the fiscal year ended December
31, 1998;
- current reports on Form 8-K dated February 16, 1999 and April 23, 1999;
- description of Protective's common stock contained in its Registration
Statement on Form 10 on September 4, 1981 as amended by an amendment filed
on Form 8 on October 27, 1981; and
- description of Protective's Rights to Purchase Series A Junior
Participating Cumulative Preferred Stock contained in its Form 8-A filed
on August 7, 1995.
We also incorporate by reference each of the following documents or portions
of documents that we will file with the SEC after the date of the prospectus
until the offering is completed or after the date of the initial registration
statement and prior to the effectiveness of the registration statement:
- reports filed under Sections 13(a) and (c) of the Exchange Act;
- definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent share owners' meeting; and
- reports filed under Section 15(d) of the Exchange Act.
You may also request a copy of any filings referred to above, excluding
exhibits, at no cost by contacting us at: Stockholder Relations, Protective Life
Corporation, P.O. Box 2606, Birmingham, Alabama 35202; telephone: (205)
868-3573; facsimile (205) 868-3541.
3
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated in it by reference include
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect
Protective's current view with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those identified in "Risk Factors," as well as those
noted in the documents incorporated by reference which could cause actual
results to differ materially from historical results or those anticipated.
Forward-looking statements can be identified by use of words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipated," "plan," and similar
expressions. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Protective
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events, or changes
to projections over time.
In this prospectus, "we", "us", "our" and "Protective" refer to Protective
Life Corporation. Unless the content otherwise requires, "trusts" refers to PLC
Capital Trust III and PLC Capital Trust IV.
RISK FACTORS
Investing in securities offered by this prospectus involves certain risks.
Any of the following risks could materially adversely affect our business
operating results and financial condition and could result in a loss of your
investment.
WE OPERATE IN A MATURE, HIGHLY COMPETITIVE INDUSTRY, WHICH COULD LIMIT OUR
ABILITY TO GAIN OR MAINTAIN OUR POSITION.
Life and health insurance is a mature industry. In recent years, the
industry has experienced virtually no growth in life insurance sales, though the
aging population has increased the demand for retirement savings products.
Insurance is a highly competitive industry and Protective encounters significant
competition in all lines of business from other insurance companies, many of
which have greater financial resources than Protective, as well as competition
from other providers of financial services.
The life and health insurance industry is consolidating, with larger, more
efficient organizations emerging from consolidation. Also, mutual insurance
companies are converting to stock ownership which will give them greater access
to capital markets.
Protective's ability to compete is dependent upon, among other things, its
ability to attract and retain distribution channels to market its insurance and
investment products, its ability to develop competitive and profitable products,
its ability to maintain low unit costs, and its maintenance of strong financial
strength ratings from rating agencies.
Protective competes against other insurance companies and financial
institutions in the origination of commercial mortgage loans.
A RATINGS DOWNGRADE COULD ADVERSELY AFFECT OUR ABILITY TO COMPETE.
Ratings are an important factor in Protective's competitive position. Rating
organizations periodically review the financial performance and condition of
insurers, including Protective's insurance subsidiaries. A downgrade in the
ratings of Protective's life insurance subsidiaries could adversely affect its
ability to sell its products and its ability to compete for attractive
acquisition opportunities.
Rating organizations assign ratings based upon several factors. While most
of the considered factors relate to the rated company, some of the factors
relate to general economic conditions and circumstances outside the rated
company's control. For the past several years rating downgrades in the industry
have exceeded upgrades.
4
<PAGE>
OUR POLICY CLAIMS FLUCTUATE FROM YEAR TO YEAR.
Protective's results may fluctuate from year to year on account of
fluctuations in policy claims received by Protective.
WE COULD BE FORCED TO SELL ILLIQUID INVESTMENTS AT A LOSS TO COVER POLICYHOLDER
WITHDRAWALS.
Many of the products offered by Protective's insurance subsidiaries allow
policyholders and contract holders to withdraw their funds under defined
circumstances. Protective's insurance subsidiaries design products and configure
investment portfolios to provide and maintain sufficient liquidity to support
anticipated withdrawal demands and contract benefits and maturities. Formal
asset/ liability management programs and procedures are used to monitor the
relative duration of Protective's assets and liabilities. While Protective's
insurance subsidiaries own a significant amount of liquid assets, many of their
assets are relatively illiquid. Significant unanticipated withdrawal or
surrender activity could, under some circumstances, compel Protective's
insurance subsidiaries to dispose of illiquid assets on unfavorable terms, which
could have a material adverse effect on Protective.
INTEREST-RATE FLUCTUATIONS COULD NEGATIVELY AFFECT OUR SPREAD INCOME.
Sudden and/or significant changes in interest rates expose insurance
companies to the risk of not earning anticipated spreads between the interest
rate earned on investments and the credited rates paid on outstanding policies.
Both rising and declining interest rates can negatively affect Protective's
spread income. For example, certain of Protective's insurance and investment
products guarantee a minimum credited interest rate. While Protective develops
and maintains asset/liability management programs and procedures designed to
preserve spread income in rising or falling interest rate environments, no
assurance can be given that significant changes in interest rates will not
materially affect such spreads.
Lower interest rates may result in lower sales of Protective's insurance and
investment products.
OUR INSURANCE SUBSIDIARIES ARE HIGHLY REGULATED.
Protective's insurance subsidiaries are subject to government regulation in
each of the states in which they conduct business. Such regulation is vested in
state agencies having broad administrative power dealing with many aspects of
the insurance business, which may include premium rates, marketing practices,
advertising, policy forms, and capital adequacy, and is concerned primarily with
the protection of policyholders rather than share owners. Protective cannot
predict the form of any future regulatory initiatives.
THE TAX TREATMENT OF OUR POLICYHOLDERS' EARNINGS COULD CHANGE.
Under the Internal Revenue Code of 1986, as amended, income tax payable by
policyholders on investment earnings is deferred during the accumulation period
of certain life insurance and annuity products. This favorable tax treatment may
give certain of Protective's products a competitive advantage over other
non-insurance products. To the extent that the internal revenue code is revised
to reduce the tax-deferred status of life insurance and annuity products, or to
increase the tax-deferred status of competing products, all life insurance
companies, including Protective's subsidiaries, would be adversely affected with
respect to their ability to sell such products, and, depending on grandfathering
provisions, the surrenders of existing annuity contracts and life insurance
policies. Protective cannot predict what future initiatives may be proposed
which may affect Protective.
5
<PAGE>
INDUSTRYWIDE LITIGATION CONCERNING SALES PRACTICES, AGENT MISCONDUCT, FAILURE TO
SUPERVISE AGENTS, AND OTHER MATTERS COULD RESULT IN SUBSTANTIAL JUDGMENTS
AGAINST US.
A number of civil jury verdicts have been returned against insurers in the
jurisdictions in which Protective does business involving the insurers' sales
practices, alleged agent misconduct, failure to properly supervise agents, and
other matters. Increasingly these lawsuits have resulted in the award of
substantial judgments against the insurer that are disproportionate to the
actual damages, including material amounts of punitive damages. In some states,
including Alabama, juries have substantial discretion in awarding punitive
damages which creates the potential for unpredictable material adverse judgments
in any given punitive damages suit. Protective and its subsidiaries, like other
insurers, in the ordinary course of business, are involved in such litigation or
alternatively in arbitration. The outcome of any such litigation or arbitration
cannot be predicted with certainty. In addition, in some class action and other
lawsuits involving insurers' sales practices, insurers have made material
settlement payments.
OUR INVESTMENTS ARE SUBJECT TO RISKS.
Protective's invested assets are subject to customary risks of defaults and
changes in market values. The value of Protective's commercial mortgage
portfolio depends in part on the financial condition of the tenants occupying
the properties which Protective has financed. Factors that may affect the
overall default rate on, and market value of, Protective's invested assets
include interest rate levels, financial market performance, and general economic
conditions, as well as particular circumstances affecting the businesses of
individual borrowers and tenants.
OUR ACQUISITION STRATEGY INVOLVES RISKS.
Protective has actively pursued a strategy of acquiring blocks of insurance
policies. This acquisition strategy has increased Protective's earnings in part
by allowing Protective to position itself to realize certain operating
efficiencies associated with economies of scale. There can be no assurance,
however, that suitable acquisitions, presenting opportunities for continued
growth and operating efficiencies, will continue to be available to Protective,
or that Protective will realize the anticipated financial results from its
acquisitions.
WE ARE DEPENDENT ON THE PERFORMANCE OF OTHERS.
Protective's results may be affected by the performance of others because
Protective has entered into various ventures involving other parties. Examples
include, but are not limited to: many of Protective's products are sold through
independent distribution channels; the Investment Products Division's variable
annuity deposits are invested in funds managed by unaffiliated investment
managers; and a portion of the sales in the Individual Life, Dental, and
Financial Institutions Divisions comes from arrangements with unrelated
marketing organizations.
YEAR 2000 COMPUTER COMPLIANCE ISSUES MAY ADVERSELY AFFECT US.
Computer hardware and software often denote the year using two digits rather
than four; for example, the year 1998 often is denoted by such hardware and
software as "98." It is probable that such hardware and software will
malfunction when calculations involving the year 2000 are attempted because the
hardware and/or software will interpret "00" as representing the year 1900
rather that the year 2000. This "Year 2000" issue potentially affects all
individuals and companies (including Protective, its customers, business
partners, suppliers, banks, custodians and administrators). The problem is most
prevalent in older mainframe systems, but personal computers and equipment
containing computer chips could also be affected.
PLC Capital Trust III and PLC Capital Trust IV share computer hardware and
software with Protective and affiliates of Protective.
6
<PAGE>
There can be no assurances that Protective's Year 2000 efforts will be
successful, that interactions with other service providers with Year 2000 issues
will not impair Protective's operations, or that the Year 2000 issue will not
otherwise adversely affect Protective.
Should some of Protective's systems not be available due to Year 2000
problems, in a reasonably likely worst case scenario, Protective may experience
significant delays in its ability to perform certain functions, but does not
expect an inability to perform critical functions or to otherwise conduct
business. However, other worst case scenarios, depending upon their duration,
could have a material adverse effect on Protective and its operations.
OUR REINSURANCE PROGRAM INVOLVES RISKS.
Protective's insurance subsidiaries cede insurance to other insurance
companies. However, Protective remains liable with respect to ceded insurance
should any reinsurer fail to meet the obligations assumed by it. The cost of
reinsurance is, in some cases, reflected in the premium rates charged by
Protective. Under certain reinsurance agreements, the reinsurer may increase the
rate it charges Protective for the reinsurance, though Protective does not
anticipate increases to occur. Therefore, if the cost of reinsurance were to
increase with respect to policies where the rates have been guaranteed by
Protective, Protective could be adversely affected.
Additionally, Protective assumes policies of other insurers. Any regulatory
or other adverse development affecting the ceding insurer could also have an
adverse effect on Protective.
OUR ABILITY TO PAY PRINCIPAL, INTEREST AND/OR DIVIDENDS ON OFFERED SECURITIES IS
LIMITED.
Protective'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's principal sources of cash flow,
to declare and distribute dividends and to make payments on surplus notes.
Surplus notes are deeply subordinated intercompany notes owed by insurance
company subsidiaries to Protective that are treated as equity capital of such
insurance company subsidiaries for statutory accounting purposes. These payments
may be limited by regulatory restrictions and, in the case of payments on
surplus notes, by certain financial covenants. Protective'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 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.
Under Tennessee insurance laws, Protective's principal operating subsidiary,
Protective Life Insurance Company generally may pay dividends to Protective 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. Under Tennessee insurance laws,
that term generally refers to a dividend that exceeds, together with all
dividends paid by Protective Life within the previous 12 months, the greater of:
- 10% of Protective Life's surplus as regards policyholders at the preceding
December 31; or
- the net gain from operations of Protective Life 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's insurance subsidiaries
are domiciled, which could have the effect, under certain circumstances, of
significantly reducing dividends or other amounts payable to Protective 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, 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, as shareholder or holder of surplus notes, would be entitled to any
payment. Creditors would have to be paid in full before the creditors of
Protective, including holders of debt securities, would be entitled to receive
any payment from the assets of such subsidiary.
7
<PAGE>
PROTECTIVE LIFE CORPORATION
Protective is a Delaware corporation incorporated in 1981. We are a holding
company, whose subsidiaries provide financial services through the production,
distribution, and administration of insurance and investment products.
Protective Life Insurance Company, founded in 1907, is our principal operating
subsidiary. Our principal executive offices are located at 2801 Highway 280
South, Birmingham, Alabama 35223, and its telephone number is (205) 879-9230.
THE PLC CAPITAL TRUSTS
Protective created PLC Capital Trust III and PLC Capital Trust IV, Delaware
statutory business trusts, pursuant to two separate declarations of trust.
Each trust exists solely to:
- issue its preferred securities and common securities;
- invest the gross proceeds of its preferred securities and common
securities in Protective's subordinated debt securities; and
- engage in only those other activities necessary or incidental to these
purposes.
All of the common securities of each trust will be directly or indirectly
owned by Protective. The common securities will represent an aggregate
liquidation amount equal to at least 3% of each trust's total capitalization.
The preferred securities of each trust will represent the remaining 97% of such
trust's total capitalization. The common securities will have terms
substantially identical to, and will rank equal in priority of payment with, the
preferred securities. However, if Protective defaults on the related
subordinated debt securities, then cash distributions and liquidation,
redemption and other amounts payable on the common securities will be
subordinate to the preferred securities in priority of payment.
The preferred securities of each trust will be guaranteed by Protective as
described later in this prospectus.
Each trust has a term of approximately 55 years, but may earlier terminate
as provided in its declaration. Each trust's business and affairs will be
conducted by the trustees appointed by Protective, as the direct or indirect
holder of all the common securities. The holder of the common securities of each
trust will be entitled to appoint, remove or replace any of, or increase or
reduce the number of, the trustees of the trusts. The duties and obligations of
the trustees shall be governed by the declaration of trust for such trust. A
majority of the trustees of each trust will be persons who are employees or
officers of or affiliated with Protective. One trustee of each trust will be a
financial institution which will be unaffiliated with Protective and which shall
act as property trustee and as indenture trustee for purposes of the Trust
Indenture Act of 1939, pursuant to the terms set forth in a prospectus
supplement. In addition, unless the property trustee maintains a principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law, one trustee of each trust will have its principal place of
business or reside in the State of Delaware.
Protective will pay all fees and expenses related to the trusts and the
offering of preferred securities and common securities, the payment of which
will be guaranteed by Protective. The office of the Delaware trustee for each
PLC Capital Trust in the State of Delaware is Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890. Each trust's
offices are located at 2801 Highway 280 South, Birmingham, Alabama 35223, and
each trust's telephone number is (205) 879-9230.
The trusts will not have separate financial statements. The statements would
not be material to holders of the preferred securities because the trusts will
not have any independent operations. Each of the trusts exists solely for the
reasons summarized above.
8
<PAGE>
USE OF PROCEEDS
Except as otherwise described in a prospectus supplement, the proceeds from
the sale by any trust of any preferred securities, together with any capital
contributed in respect of common securities, will be loaned to Protective in
exchange for Protective's subordinated debt securities. We intend to use
borrowings from the trusts, and the net proceeds from any sale of our debt
securities, preferred stock, common stock, stock purchase contracts and stock
purchase units for general corporate purposes unless otherwise specified in a
prospectus supplement relating to such securities. Such general corporate
purposes may include, but are not limited to, repayments of our indebtedness or
the indebtedness of our subsidiaries. Pending such use, the proceeds may be
invested temporarily in short-term marketable securities. The prospectus
supplement relating to an offering will contain a more detailed description of
the use of proceeds of any specific offering of securities.
CONSOLIDATED EARNINGS RATIOS
The following table sets forth, for the years and periods indicated,
Protective's ratios of:
- consolidated earnings to fixed charges;
- consolidated earnings to distributions on the guaranteed preferred
beneficial interests; and
- consolidated earnings to the combined fixed charges, distributions on the
guaranteed preferred beneficial interests and interest credited on
investment products.
The guaranteed preferred beneficial interests discussed in this prospectus
comprise three types of securities:
- Series A Preferred Securities;
- Trust I Preferred Securities; and
- Trust II Preferred Securities.
We calculate the ratio of "Consolidated Earnings to Fixed Charges" by
dividing the sum of income before income tax (BT) and interest expense on debt
(I) by interest expense on debt. The formula for this calculation, therefore,
would be: (BT+I)/I.
We calculate the ratio of "Consolidated Earnings to Combined Fixed Charges
and Distributions on the Guaranteed Preferred Beneficial Interests" by dividing
the sum of income before income tax (BT) and interest expense on debt (I) by the
sum of the interest expense on debt (I), and distributions on the guaranteed
preferred beneficial interests (G). The resulting formula is: (BT+I)/(I+G). The
distributions on the guaranteed preferred beneficial interests (after-tax) is
reported in our financial statements as "minority interests in income of
consolidated subsidiaries."
We calculate the ratio of "Earnings to Combined Fixed Charges, Distributions
on the Guaranteed Preferred Beneficial Interests and Interest Credited on
Investment Products" by dividing the sum of income before income tax (BT),
interest expense on debt (I) and interest credited on investment products (IP)
by the sum of interest expense on debt (I), distributions on the guaranteed
preferred beneficial interests (G) and interest credited on investment products
(IP). The formula of this ratio is: (BT+I+IP)/ (I+G+IP). Investment products
include products such as guaranteed investment contracts and annuities.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998
--------- --------- --------- --------- ---------
Ratio of Consolidated Earnings to Fixed Charges....................... 14.7 13.6 14.9 17.7 17.3
Ratio of Consolidated Earnings to Combined Fixed Charges and
Distributions on the Guaranteed Preferred Beneficial Interests...... 10.8 9.0 10.0 9.2 7.3
Ratio of Consolidated Earnings to Combined Fixed Charges,
Distributions on the Guaranteed Preferred Beneficial Interests and
Interest Credited on Investment Products............................ 1.4 1.4 1.5 1.5 1.5
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
--------------------
<S> <C> <C>
1998 1999
--------- ---------
Ratio of Consolidated Earnings to Fixed Charges....................... 23.8 20.6
Ratio of Consolidated Earnings to Combined Fixed Charges and
Distributions on the Guaranteed Preferred Beneficial Interests...... 7.6 8.3
Ratio of Consolidated Earnings to Combined Fixed Charges,
Distributions on the Guaranteed Preferred Beneficial Interests and
Interest Credited on Investment Products............................ 1.5 1.6
</TABLE>
9
<PAGE>
DESCRIPTION OF DEBT SECURITIES OF PROTECTIVE
The senior debt securities are to be issued in one or more series under the
senior indenture, dated as of June 1, 1994, between Protective and The Bank of
New York, as trustee, as supplemented by:
- Supplemental Indenture No. 1, dated as of July 1, 1994;
- Supplemental Indenture No. 2, dated as of August 1, 1996;
- Supplemental Indenture No. 3, dated as of September 15, 1996;
- Supplemental Indenture No. 4, dated as of November 15, 1996; and
- Supplemental Indenture No. 5, dated as of December 1, 1996.
The subordinated debt securities are to be issued under the subordinated
indenture, dated as of June 1, 1994, between Protective and The Bank of New
York, successor to AmSouth Bank by transfer of assets, successor by merger to
AmSouth Bank of Alabama, successor by conversion of charter, to AmSouth Bank
N.A., as trustee, as amended and supplemented by:
- Supplemental Indenture No. 1, dated as of June 9, 1994;
- Supplemental Indenture No. 2, dated as of August 1, 1994;
- Supplemental Indenture No. 3, dated as of April 29, 1997; and
- Supplemental Indenture No. 4, dated as of November 20, 1997.
Copies of the indentures have been filed as exhibits to the registration
statement which includes this prospectus.
The following summary relating to the debt securities and provisions of the
indentures is not meant to be a complete description and is subject to, and is
qualified in its entirety by reference to, all the provisions of the indentures,
as they may be amended or supplemented from time to time. Whenever particular
sections or defined terms of the indentures, as they may be amended or
supplemented from time to time, are referred to herein or in a prospectus
supplement, such sections or defined terms are incorporated by reference.
GENERAL
The debt securities will be unsecured obligations of Protective. The senior
debt securities will be unsecured and will rank equally with all other unsecured
and unsubordinated obligations of Protective. The subordinated debt securities
will be subordinate and junior in right of payment to the extent and in the
manner set forth in the subordinated indenture to all present and future senior
indebtedness of Protective. See "--Subordination under the Subordinated
Indenture". The Indentures do not limit the aggregate amount of debt securities
which may be issued. Except as otherwise provided in the applicable prospectus
supplement, the indentures, as they apply to any series of debt securities, also
do not limit the incurrence or issuance of other secured or unsecured debt of
Protective.
Each prospectus supplement will describe the terms relating to the specific
series of debt securities being offered, including:
- the title;
- any limit upon the amount that may be issued;
- the date or dates on which the principal of and premium, if any, will
mature or the method of determining such date or dates;
10
<PAGE>
- the interest rate or rates, which may be fixed or variable, if any, or the
method of calculating such rate or rates;
- the date or dates from which interest, if any, will accrue or the method
by which such date or dates will be determined;
- the date or dates on which interest, if any, will be payable and the
record date or dates for such payment;
- the place or places where principal of, premium, if any, and interest, if
any, will be payable;
- the period(s) within which, the price(s) at which, the currency or
currencies (including currency unit or units) in which, and the terms and
conditions upon which, such debt securities may be redeemed, in whole or
in part, at the option of Protective;
- any mandatory or optional sinking fund provisions or any provisions for
remarketing the securities and other related terms and provisions;
- the denominations in which such debt securities are authorized to be
issued;
- the currency or currency unit for which debt securities may be purchased
or in which debt securities may be denominated and/or the currency or
currencies (including currency unit or units) in which principal of,
premium, if any, and interest, if any, on such debt securities will be
payable and whether Protective or the holders of any such debt securities
may elect to receive payments in respect of such debt securities in a
currency or currency unit other than that in which such debt securities
are stated to be payable;
- if the amount of principal of, or any premium or interest on, any of such
debt securities may be determined with reference to an index or pursuant
to a formula, the manner in which such amounts will be determined;
- if other than the full principal amount, the portion of the principal
amount of such debt securities which will be payable upon the acceleration
of maturity or the method by which such portion shall be determined;
- if the principal amount payable at the stated maturity of any of such debt
securities can not be determined as of any one or more dates prior to the
stated maturity, the amount which will be deemed to be the principal
amount as of any such date for any purpose, including the principal amount
which will be due and payable upon any maturity other than the stated
maturity or which will be deemed to be outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is
to be determined);
- the person to whom any interest on any such debt security shall be payable
if other than the person in whose name such debt security is registered on
the applicable record date;
- any addition to, or modification or deletion of, any event of default or
any covenant of Protective specified in the indenture with respect to such
debt securities;
- the application, if any, of such means of defeasance or covenant
defeasance as may be specified for such debt securities;
- whether such debt securities are to be issued in whole or in part in the
form of one or more temporary or permanent global securities and, if so,
the identity of the depository for such global security or securities;
- in the case of the subordinated indenture, the terms, if any, upon which
the holders may convert or exchange such debt securities into or for
common stock of Protective or other securities or property; and
11
<PAGE>
- any other terms not inconsistent with the terms of the indentures
pertaining to such debt securities. (Section 3.1 of each indenture.)
Unless otherwise specified in the applicable prospectus supplement, the debt
securities will not be listed on any securities exchange.
Unless otherwise specified in the applicable prospectus supplement, debt
securities will be issued in fully-registered form without coupons. Where debt
securities of any series are issued in bearer form, the prospectus supplement
will describe the special restrictions and considerations, including special
offering restrictions and special federal income tax considerations, which apply
to any such debt securities and to payment on and transfer and exchange of such
debt securities. Bearer debt securities will be transferable by delivery.
(Section 3.5 of each indenture.)
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. The applicable prospectus supplement will
describe the federal income tax consequences and special considerations
applicable to any such debt securities.
If the purchase price of any of the debt securities is payable in one or
more foreign currencies or currency units or if any debt securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any debt securities is
payable in one or more foreign currencies or currency units, the prospectus
supplement will set forth the restrictions, elections, certain federal income
tax considerations, specific terms and other information with respect to such
issue of debt securities and such foreign currency or currency.
If any index is used to determine the amount of principal payments, premium,
if any, or interest on any series of debt securities, the prospectus supplement
will describe the special federal income tax, accounting and other
considerations applicable.
The general provisions of the Indentures do not afford holders of the debt
securities protection in the event of a highly leveraged or other transaction
involving Protective that may adversely affect holders of the debt securities.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable prospectus supplement, payments
in respect of the debt securities will be made in the designated currency at the
office or agency of Protective maintained for that purpose as Protective may
designate from time to time. Protective may also make interest payments, if any,
on debt securities in registered form:
- by checks mailed to the holders of debt securities at their registered
addresses; or
- by wire transfer to an account maintained by the holder as specified in
the register. (Sections 3.7(a) and 9.2 of each indenture.)
Unless otherwise indicated in an applicable prospectus supplement, payment
of any installment of interest on debt securities in registered form will be
made to the person in whose name such debt security is registered at the close
of business on the regular record date for such interest. (Section 3.7(a) of
each indenture.)
Payment on debt securities in bearer form will be made in the currency and
in the manner designated in the prospectus supplement, subject to any applicable
laws and regulations, at the paying agencies outside the United States appointed
by Protective from time to time. The prospectus supplement will name the initial
paying agents outside the United States for a series of debt securities.
Protective may at any time designate additional paying agents or rescind the
designation of any paying agents. However, if debt securities of a series are
issuable as registered securities, Protective will be
12
<PAGE>
required to maintain at least one paying agent in each place of payment for such
series. If debt securities of a series are issuable as bearer securities,
Protective will be required to maintain a paying agent in a place of payment
outside the United States where debt securities of such series and any coupons
may be presented and surrendered for payment. (Section 9.2 of each indenture.)
All moneys paid by Protective to the debt trustees or a paying agent for the
payment of the principal of, or any premium or interest on, any debt security
which remain unclaimed at the end of two years will be repaid to Protective. The
holder of a debt security may look only to Protective for payment after such
time. (Section 9.3 of each indenture.)
Unless otherwise provided in the applicable prospectus supplement, debt
securities in registered form will be transferable or exchangeable at the agency
Protective designates from time to time. (Sections 3.5 and 9.2 of each
indenture.) Debt securities may be transferred or exchanged without service
charge, other than any tax or other governmental charge imposed in connection
therewith. (Section 3.5 of each indenture.)
GLOBAL DEBT SECURITIES
The debt securities of a series may be issued in whole or in part in global
form. A debt security in global form will be deposited with, or on behalf of, a
depository which will be named in the applicable prospectus supplement. In such
a case, one or more global debt securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
debt security or securities. (Section 3.3 of each indenture.) Unless and until
it is exchanged in whole or in part for debt securities in definitive
certificated form, a global debt security may not be transferred or exchanged
except (1) as a whole among the depository for such global debt security and its
nominee and/or their successors and (2) in the circumstances described in the
applicable prospectus supplement. (Section 3.5 of each indenture.)
The applicable prospectus supplement will describe the specific terms of the
depository arrangement with respect to any portion of a series of debt
securities to be listed in global form. Protective expects that the following
provisions will apply to depository arrangements.
Upon the issuance of any global debt security, and the deposit of such
global debt security with or on behalf of the depository, the depository will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the debt securities represented by such global debt
security to the accounts of institutions that have accounts with the depository
or its nominee. These institutions are referred to as "participants." The
accounts to be credited will be designated by the underwriters or agents
engaging in the distribution of such debt securities or by Protective, if such
debt securities are offered and sold directly by Protective. Only participants
or persons that hold interests through participants may have beneficial
ownership interests in a global debt security. The depository or its nominee
will maintain records of the ownership of beneficial interests held by
participants. Participants will maintain records of the beneficial ownership
interests of persons that hold through them. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in certificated form. The above limitations and such laws may impair
the ability to transfer beneficial interests in such global debt securities.
So long as the depository, or its nominee, is the registered owner of a
global debt security, the depository or its nominee will be considered the sole
owner or holder of the debt securities for all purposes under each indenture.
(Section 3.8 of each indenture.) Unless otherwise specified in the applicable
prospectus supplement and except as specified below, owners of beneficial
interests in a global debt security will not be entitled to have debt securities
of the series represented by such global debt security registered in their
names, will not receive or be entitled to receive physical delivery of
13
<PAGE>
debt securities in certificated form and will not be considered the holders for
any purposes under the relevant indenture. (Section 3.5 of each indenture.)
Each person owning a beneficial interest in a global debt security must rely
on the procedures of the depository and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the relevant indenture. The depository
may grant proxies and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a holder is entitled to give or take under the relevant indenture.
Protective understands that, under existing industry practices, if Protective
requests any action of holders or any owner of a beneficial interest in a global
debt security desires to give any notice or take any action a holder is entitled
to give or take under the relevant indenture, the depository would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Unless otherwise specified in the applicable prospectus supplement, payments
with respect to principal, premium, if any, and interest, if any, on debt
securities represented by a global debt security registered in the name of a
depository or its nominee will be made to such depository or its nominee, as the
registered owner of such global debt security.
Protective expects that the depository for any debt securities issued in
global form, will immediately credit participants' accounts with payments of
principal, premium or interest, in amounts proportionate to their respective
beneficial interests in the principal amount of such global debt security as
shown on the records of such depository. Protective also expects that payments
by participants to owners of beneficial interests in such global debt security
held through such participants will be governed by standing instructions and
customary practices, as is now the case with the securities held for the
accounts of customers registered in "street names", and will be the
responsibility of such participants. Nevertheless, payments, transfers,
exchanges and other matters relating to beneficial interests in a global debt
security may be subject to various policies and procedures adopted by the
depository from time to time. None of Protective, the respective debt trustee or
any agent of Protective or the respective debt trustee shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests of a global debt security, or
for maintaining, supervising or reviewing any records relating to such
beneficial interests. (Section 3.8 of each indenture.)
Unless otherwise specified in the applicable prospectus supplement, if the
depository for any debt securities issued in global form notifies Protective
that it is unwilling or unable to continue as depository and a successor
depository is not appointed by Protective within 90 days, Protective will issue
such debt securities in definitive certificated form in exchange for such global
debt security. In addition, Protective may at any time and in its sole
discretion determine not to have any of the debt securities of a series issued
in global form and, in such event, will issue debt securities of such series in
definitive certificated form in exchange for all of the global debt securities
representing such debt securities. (Section 3.5 of each indenture.)
The debt securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities that will be deposited with a
depository, or with a nominee for such depository, identified in the applicable
prospectus supplement. Any such bearer global securities may be issued in
temporary or permanent form. (Section 3.4 of each indenture.) The applicable
prospectus supplement will describe the specific terms and procedures, including
the specific terms of the depository arrangement, with respect to any portion of
a series of debt securities to be represented by one or more bearer global
securities.
14
<PAGE>
CONSOLIDATION, MERGER OR SALE BY PROTECTIVE
Under the terms of each indenture, Protective is prohibited from
consolidating with or merging into any other corporation or from selling its
assets substantially as an entirety, unless:
- the corporation formed by such consolidation or into which Protective is
merged or the corporation which acquires its assets is organized in the
United States and expressly assumes all of the obligations of Protective
under each Indenture;
- immediately after giving effect to such transaction, no default or event
of default shall have happened and be continuing; and
- if, as a result of such transaction, properties or assets of Protective
would become subject to a mortgage, pledge, lien, security interest or
other encumbrance not permitted by the debt securities of any series,
Protective or its successor shall take steps necessary to secure such debt
securities equally and ratably with all indebtedness secured thereby.
Upon any such consolidation, merger or sale, the successor corporation
formed by such consolidation, or into which Protective is merged or to which
such sale is made, shall succeed to and be substituted for Protective under each
indenture. (Section 7.1 of each indenture.)
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
Each indenture provides that, if an event of default occurs with respect to
the debt securities of any series and is continuing, the trustee for such series
or the holders of 25% in aggregate principal amount of all of the outstanding
debt securities of that series, by written notice to Protective, and to the
trustee for such series, if notice is given by such holders of debt securities,
may declare the principal of, or, if the debt securities of that series are
original issue discount securities or indexed securities, such portion of the
principal amount specified in the prospectus supplement, and accrued interest on
all the debt securities of that series to be due and payable. However, with
respect to any debt securities, including subordinated debt securities, issued
under the subordinated indenture, the payment of principal and interest on such
debt securities shall remain subordinated to the extent provided in Article 12
of the subordinated indenture. (Section 5.2 of each indenture.)
The following are events of default with respect to debt securities unless
otherwise provided in a prospectus supplement relating to the debt securities of
a particular series:
- default for 30 days in payment of any interest on any debt security of
that series or any applicable coupon or any additional amount payable with
respect to debt securities of such series as specified in the applicable
prospectus supplement when due;
- default in payment of principal, or premium, if any, at maturity or on
redemption or otherwise, or in the making of a mandatory sinking fund
payment of any debt securities of that series when due;
- default for 60 days after notice to Protective by the trustee for such
series, or by the holders of 25% in aggregate principal amount of the debt
securities of such series then outstanding, in the performance of any
other agreement in the debt securities of that series, in the indenture or
in any supplemental indenture or board resolution referred to therein
under which the debt securities of that series may have been issued;
15
<PAGE>
- default in payment of principal relating to indebtedness of Protective and
its consolidated subsidiaries for borrowed money having an aggregate
principal amount exceeding $25 million (after the expiration of any
applicable grace period with respect thereto), or other default resulting
in acceleration of indebtedness of Protective and its consolidated
subsidiaries for borrowed money where the aggregate principal amount so
accelerated exceeds $25 million and such acceleration is not rescinded or
annulled within 30 days after the written notice thereof to Protective by
the respective trustee or to Protective and the respective trustee by the
holders of 25% in aggregate principal amount of the debt securities of
such series then outstanding; PROVIDED that such event of default will be
remedied, cured or waived if the default that resulted in such event of
default is remedied, cured or waived; and
- certain events of bankruptcy, insolvency or reorganization of Protective
or Protective Life Insurance Company. (Section 5.1 of each indenture.)
Events of default with respect to a specified series of debt securities may be
added to the indenture and will be described in the applicable prospectus
supplement. (Sections 3.1 and 5.1 (7) of each indenture.)
Each indenture provides that the respective trustee will, within 90 days
after the occurrence of a default with respect to the debt securities of any
series, give to the holders of the debt securities of that series notice of all
defaults known to it unless such default has been cured or waived. However,
except in the case of a default in payment on the debt securities of that
series, the respective trustee may withhold the notice if and so long as the
Board of Directors of Protective, the executive committee
thereof or a committee of its responsible officers in good faith determines that
withholding such notice is in the interests of the holders of the debt
securities of that series. (Section 6.6 of each indenture.) "Default" means any
event which is, or after notice or passage of time or both, would be, an event
of default. (Section 1.1 of each indenture.)
Each indenture provides that the holders of a majority in aggregate
principal amount of the debt securities of each series affected (with each such
series voting as a class) may, subject to certain limited conditions, direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee for such series, or exercising any trust or power conferred on such
trustee. (Section 5.8 of each indenture.)
Each indenture includes a covenant that Protective will file annually with
the respective trustee a certificate as to Protective's compliance with all
conditions and covenants of such indenture. (Section 9.6 of each indenture.)
The holders of a majority in aggregate principal amount of any series of
debt securities by written notice to the trustee for such series may waive, on
behalf of the holders of all debt securities of such series, any past default or
event of default with respect to that series and its consequences, except a
default or event of default in the payment of the principal of, premium, if any,
or interest, if any, on any debt security. (Section 5.7 of each indenture.)
MODIFICATION OF THE INDENTURES
Each indenture contains provisions permitting Protective and the respective
debt trustee to enter into one or more supplemental indentures without the
consent of the holders of any of the debt securities in order:
- to evidence the succession of another corporation to Protective and the
assumption of the covenants of Protective by a successor to Protective;
- to add to the covenants of Protective or surrender any right or power of
Protective;
- to add additional events of default with respect to any series of debt
securities;
16
<PAGE>
- to add or change any provisions to such extent as necessary to permit or
facilitate the issuance of debt securities in bearer form;
- to change or eliminate any provision affecting only debt securities not
yet issued;
- to secure the debt securities;
- to establish the form or terms of debt securities;
- to evidence and provide for successor debt trustees or to add or change
any provisions to such extent as necessary to permit or facilitate the
appointment of a separate trustee or trustees for specific series of debt
securities;
- if allowed without penalty under applicable laws and regulations, to
permit payment in respect of debt securities in bearer form in the United
States;
- to correct any defect or supplement any inconsistent provisions or to make
any other provisions with respect to matters or questions arising under
such indenture or to cure any ambiguity or correct any mistake, PROVIDED
that any such action does not adversely affect the interests of any holder
of debt securities of any series then outstanding; or
- in the case of the subordinated indenture, to modify the subordination
provisions thereof in a manner not adverse to the holders of subordinated
debentures of any series then outstanding (and in the case of subordinated
debentures issued in return for the proceeds of preferred securities of
any series then outstanding, not adverse to the holders of such preferred
securities). (Section 8.1 of each indenture.)
Each indenture also contains provisions permitting Protective and the
respective debt trustee, with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities affected by such
supplemental indenture, with the debt securities of each series voting as a
class, to execute supplemental indentures adding any provisions to or changing
or eliminating any of the provisions of such indenture or any supplemental
indenture or modifying the rights of the holders of debt securities of such
series, except that, without the consent of the holder of each debt security so
affected, no such supplemental indenture may:
- change the time for payment of principal or premium, if any, or interest
on any debt security;
- reduce the principal of, or any installment of principal of, or premium,
if any, or interest on any debt security, or change the manner in which
the amount of any of the foregoing is determined;
- reduce the interest rate, the amount of principal or the amount of
premium, if any, payable upon the redemption of any debt security;
- reduce the amount of principal payable upon acceleration of the maturity
of any original issue discount or indexed security;
- change the currency or currency unit in which any debt security or any
premium or interest thereon is payable;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security;
- reduce the percentage in principal amount of the outstanding debt
securities affected thereby the consent of whose holders is required for
modification or amendment of such Indenture or for waiver of compliance
with certain provisions of the Indenture or for waiver of certain
defaults;
- change the obligation of Protective to maintain an office or agency in the
places and for the purposes specified in such indenture;
17
<PAGE>
- in the case of the subordinated indenture, modify the subordination
provisions thereof in a manner adverse to the holders of subordinated
debentures of any series then outstanding, and in the case of subordinated
debentures issued in return for the proceeds of preferred securities of
any series then outstanding, adverse to the holders of such preferred
securities; or
- modify the provisions relating to waiver of certain defaults or any of the
foregoing provisions. (Section 8.2 of each indenture.)
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the subordinated indenture, Protective has covenanted and agreed that any
subordinated debt securities issued thereunder are subordinate and junior in
right of payment to all present and future senior indebtedness to the extent
provided in the subordinated indenture. The subordinated indenture defines the
term "senior indebtedness" as the principal, premium, if any, and interest on:
- all indebtedness of Protective, whether outstanding on the date of the
issuance of subordinated debt securities or thereafter created, incurred
or assumed, which is for money borrowed, or which is evidenced by a note
or similar instrument given in connection with the acquisition of any
business, properties or assets, including securities;
- any indebtedness of others of the kinds described in the preceding clause
for the payment of which Protective is responsible or liable as guarantor
or otherwise; and
- amendments, renewals, extensions and refundings of any such indebtedness,
unless in any instrument or instruments evidencing or securing such indebtedness
or pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such indebtedness is not
superior in right of payment to subordinated debt securities.
The senior indebtedness shall continue to be senior indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of the senior indebtedness or
extension or renewal of the senior indebtedness.
No direct or indirect payment, in cash, property or securities, by set-off
or otherwise, shall be made or agreed to be made on account of the subordinated
debt securities or interest thereon or in respect of any repayment, redemption,
retirement, purchase or other acquisition of subordinated debt securities, if:
- Protective defaults in the payment of any principal, or premium, if any,
or interest on any Senior Indebtedness, whether at maturity or at a date
fixed for prepayment or declaration or otherwise; or
- an event of default occurs with respect to any senior indebtedness
permitting the holders to accelerate the maturity and written notice of
such event of default, requesting that payments on subordinated debt
securities cease, is given to Protective by the holders of senior
indebtedness,
unless and until such default in payment or event of default has been cured or
waived or ceases to exist.
All present and future senior indebtedness, including, without limitation,
interest accruing after the commencement of any such proceeding, assignment or
marshalling of assets, shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made by
Protective on account of subordinated debt securities in the event of:
- any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to
Protective, its creditors or its property;
18
<PAGE>
- any proceeding for the liquidation, dissolution or other winding-up of
Protective, voluntary or involuntary, whether or not involving insolvency
or bankruptcy proceedings;
- any assignment by Protective for the benefit of creditors; or
- any other marshalling of the assets of Protective.
In any such event, payments or distributions which would otherwise be made for
subordinated debt securities will generally be paid to the holders of senior
indebtedness, or their representatives, in accordance with the priorities
existing between these creditors at that time until the senior indebtedness is
paid in full. If the payments or distributions on subordinated debt securities
are in the form of Protective's securities or those of any other corporation
under a plan or reorganization or adjustment and are subordinate to outstanding
senior indebtedness and to any securities issued with respect to such senior
indebtedness under a plan of reorganization or readjustment, they will be made
to the holders of the subordinated debt securities. No present or future holder
of any senior indebtedness will be prejudiced in the right to enforce the
subordination of subordinated debt securities by any act or failure to act on
the part of Protective.
Senior indebtedness will only be deemed to have been paid in full if the
holders of such indebtedness have received cash, securities or other property
which is equal to the amount of the outstanding senior indebtedness. After
payment in full of all present and future senior indebtedness, holders of
subordinated debt securities will be subrogated to the rights of any holders of
senior indebtedness to receive any further payments or distributions that are
applicable to the senior indebtedness until all the subordinated debt securities
are paid in full. In matters between holders of subordinated debt securities and
any other type of Protective's creditors, any payments or distributions that
would otherwise be paid to holders of senior debt securities and that are made
to holders of subordinated debt securities because of this subrogation will be
deemed a payment by Protective on account of senior indebtedness and not on
account of subordinated debt securities.
The subordinated indenture provides that the foregoing subordination
provisions, may be changed prior to the issuance of any subordinated debt
securities. The prospectus supplement relating to such subordinated debt
securities would describe any such change.
The subordinated indenture places no limitation on the amount of additional
senior indebtedness that may be incurred by Protective. Protective expects from
time to time to incur additional indebtedness constituting senior indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable prospectus supplement, Protective may elect
either:
- to defease and be discharged from any and all obligations with respect to
the debt securities of or within any series, except as otherwise provided
in the relevant indenture ("defeasance"); or
- to be released from its obligations with respect to certain covenants
applicable to the debt securities of or within any series ("covenant
defeasance"), upon the deposit with the relevant debt trustee (or other
qualifying trustee), in trust for such purpose, of money and/or government
obligations which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient,
without reinvestment, to pay the principal of and any premium or interest
on such debt securities to maturity or redemption, as the case may be, and
any mandatory sinking fund or analogous payments thereon.
As a condition to defeasance or covenant defeasance, Protective must deliver
to the relevant debt trustee an officer's certificate and an opinion of counsel
to the effect that the holders of such debt securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to federal income tax on
the same amounts and
19
<PAGE>
in the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such opinion of counsel, in
the case of defeasance under the first clause above, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable federal
income tax law occurring after the date of the relevant indenture. Additional
conditions to defeasance include:
- delivery by Protective to the relevant debt trustee of an officer's
certificate to the effect that neither such debt securities nor any other
debt securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such defeasance;
- no event of default with respect to such debt securities or any other debt
securities occurring or continuing at the time of such defeasance or, in
the case of certain bankruptcy events of default, at any time on or prior
to the 90th day after the date of such defeasance; and
- such defeasance not resulting in the trust arising from the deposit of any
moneys in respect of such defeasance constituting an "investment company"
within the meaning of the Investment Company Act unless such trust shall
be registered under such Act or exempt from registration thereunder.
(Article 4 of each indenture.)
If indicated in the applicable prospectus supplement, in addition to obligations
of the United States or an agency or instrumentality thereof, government
obligations may include obligations of the government or an agency or
instrumentality of the government issuing the currency or currency unit in which
debt securities of such series are payable. (Sections 1.1 and 3.1 of each
indenture.)
In addition, with respect to the subordinated indenture, in order to be
discharged:
- no event or condition shall exist that, pursuant to certain provisions
described under "--Subordination under the Subordinated Indenture" above,
would prevent Protective from making payments of principal of, and
premium, if any, and interest on subordinated debt securities and coupons
at the date of the irrevocable deposit referred to above or at any time
during the period ending on the 121st day after such deposit date; and
- Protective shall deliver to the trustee under the subordinated indenture
an opinion of counsel to the effect that the trust funds will not be
subject to any rights of holders of senior indebtedness, and after the
121st day following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally except that if a court
were to rule under any such law in any case or proceeding that the trust
refunds remained the property of Protective, then the trustee under the
subordinated indenture and the holders of subordinated debt securities
would be entitled to certain rights as secured creditors in such trust
funds. (Section 4.6 of the subordinated indenture.)
Protective may exercise its defeasance option with respect to such debt
securities notwithstanding its prior exercise of its covenant defeasance option.
If Protective exercises its defeasance option, payment of such debt securities
may not be accelerated because of an event of default. If Protective exercises
its covenant defeasance option, payment of such debt securities may not be
accelerated by reason of a default or an event of default with respect to the
covenants to which such covenant defeasance is applicable. However, if such
acceleration were to occur by reason of another event of default, the realizable
value at the acceleration date of the money and government obligations in the
defeasance trust could be less than the principal and interest then due on such
debt securities, in that the required deposit in the defeasance trust is based
upon scheduled cash flow rather than market value, which will vary depending
upon interest rates and other factors.
20
<PAGE>
NOTICES
Notices to holders of registered debt securities will be given by mail to
the addresses of such holders as they may appear in the register for the
relevent series of debt securities. (Section 1.6 of each indenture)
TITLE
Protective, the debt trustee and any agent of Protective or the debt trustee
may treat the person in whose name a debt security is registered as the absolute
owner thereof, whether or not such debt security may be overdue, for the purpose
of receiving payment and for all other purposes. (Section 3.8 of each
indenture.)
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 1.11 of each
indenture.)
THE TRUSTEE
The Bank of New York is the trustee under the senior indenture and the
subordinated indenture. Protective may also maintain banking and other
commercial relationships with The Bank of New York and its affiliates in the
ordinary course of business. The Bank of New York is also the registrar and
transfer agent for Protective's common stock. The Indentures contain certain
limitations on the right of The Bank of New York, should it become a creditor of
Protective, to obtain payment of claims in certain cases, or to realize for its
own account on certain property received in respect of any such claim as
security or otherwise. The Bank of New York will be permitted to engage in
certain other transactions; however, if it acquires any conflicting interest and
there is a default under the debt securities, it must eliminate such conflict or
resign.
DESCRIPTION OF CAPITAL STOCK OF PROTECTIVE
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of Protective is 164,000,000 shares, consisting
of:
- 3,600,000 shares of preferred stock, par value $1.00 per share, of which
no shares were outstanding as of March 31, 1999;
- 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, 1999; and
- 160,000,000 shares of common stock, par value $.50 per share, of which
64,502,092 shares, as well as the same number of rights ("Rights") to
purchase shares of Junior Preferred Stock pursuant to the Rights
Agreement, dated August 7, 1995 (the "Rights Agreement"), between
Protective and The Bank of New York, as successor to AmSouth Bank, as
Rights Agent, were outstanding as of June 30, 1999.
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 may, without approval of the stockholders,
issue preferred stock 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
21
<PAGE>
descriptions set forth below do not purport to be complete and are qualified in
their entirety by reference to:
- the 1998 Restated Certificate of Incorporation of Protective;
- the 1998 Restated By-laws of Protective; and
- the Rights Agreement.
Copies of each of these documents are filed as exhibits to the registration
statement which includes this prospectus.
No holders of any class of Protective's capital stock are entitled to
preemptive rights.
DESCRIPTION OF PREFERRED STOCK OF PROTECTIVE
The particular terms of any series of preferred stock to be offered pursuant
to this prospectus will be set forth in a prospectus supplement. The rights,
preferences, privileges and restrictions, including dividend rights, voting
rights, terms of redemption and liquidation preferences, of the preferred stock
of each series will be fixed or designated pursuant to a certificate of
designation adopted by the Board of Directors or a duly authorized committee
thereof. The description of the terms of a particular series of preferred stock
that will be set forth in a prospectus supplement does not purport to be
complete and is qualified in its entirety by reference to the certificate of
designation relating to such series.
DESCRIPTION OF COMMON STOCK OF PROTECTIVE
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 legally available funds.
The holders of common stock will possess exclusive voting rights in Protective,
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, the holders of common
stock are entitled to receive, after payment of all of Protective'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. 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. The Bank of New York 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."
POTENTIAL ANTI-TAKEOVER EFFECT OF PROTECTIVE'S RESTATED CERTIFICATE OF
INCORPORATION
The provisions of Protective's certificate of incorporation that are
summarized below may have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover 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 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.
BUSINESS COMBINATIONS. Protective's certificate of incorporation contains a
"fair price" provision which generally requires that certain "business
combinations" with a "related person" (generally the beneficial owner of at
least 20 percent of Protective's voting stock) be approved by the holders of at
22
<PAGE>
least 80 percent of Protective's voting stock and the holders of at least 67
percent of the voting stock held by stockholders other than such related person,
unless:
(1) at least a majority of the "continuing directors" of Protective
- has expressly approved in advance the acquisition of Protective's
voting stock that caused the related person involved in the business
combination to become a related person; or
- has approved the business combination; or
(2) the business combination is either a "reorganization" or a business
combination in which Protective 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 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'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's certificate of incorporation contains the following
definitions:
"Business combination" means:
- any reorganization of Protective or a subsidiary of Protective with or
into a related person;
- 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" of the assets either of Protective or of a
subsidiary of Protective, or both, to a related person;
- any reorganization of a related person with or into Protective or a
subsidiary of Protective;
- any sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of a related person to Protective or a
subsidiary of Protective;
- the issuance of any securities of Protective or any subsidiary of
Protective 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;
- any reclassification of Protective'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
- any agreement, contract, plan or other arrangement providing for any of
the transactions described in the definition of business combination.
For purposes of Protective's certificate of incorporation, "continuing
director" means a director who was a member of the Board of Directors of
Protective immediately prior to the time such related person became a related
person.
"Substantial part" means 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, in the case
of a subsidiary of Protective, 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 certificate of incorporation, the amendment of, repeal of or
adoption of any provision inconsistent with provisions of the 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's
voting
23
<PAGE>
stock and the holders of at least 67 percent of Protective's voting stock held
by holders other than such related person.
SHARE PURCHASE RIGHTS PLAN
On August 7, 1995, the Board of Directors of Protective 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 currently entitles the registered holder to purchase from
Protective one two-hundredth of a share of Junior Preferred Stock at a purchase
price of $55 per one two-hundredth of a share of Junior Preferred Stock, subject
to adjustment.
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 until the earlier to occur
of:
- ten days following the time of a public announcement or notice to
Protective 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
(the "stock acquisition time"); or
- 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 these dates is referred to as the "distribution date".
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
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 as described
below or extended.
To prevent dilution, 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 in connection with the
following events:
- in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Junior Preferred Stock;
- 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
- 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.
24
<PAGE>
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 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 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 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 and its stockholders by a majority of the members
of the Board of Directors of Protective 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
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 (1) the stock acquisition time and (2)
August 18, 2005, Protective, by resolution of its Board of Directors, may redeem
the Rights in whole, but not in part, at a redemption price of $.01 per Right.
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 this 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, the Board of Directors of Protective 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 at an exchange ratio of one share of
common stock per Right, subject to adjustment. Protective may at its option
substitute shares of Junior Preferred Stock, or other series of substantially
similar preferred stock of Protective, for some or all of the shares of common
stock exchangeable for Rights, at an exchange ratio of one two-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, 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 or for
common stock of the acquiring company as set forth above.
25
<PAGE>
The Rights and the Rights Agreement can be amended by Protective's Board of
Directors 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 or the holders of the Rights, the Board of Directors
may only supplement or amend the Rights Agreement in order to:
- cure any ambiguity;
- correct or supplement any provision contained in the Rights Agreement
which may be defective or inconsistent with any other provision in the
Rights Agreement;
- shorten or lengthen any time period under the Rights Agreement; or
- make any changes or supplements which Protective 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.
Any such action by the Board of Directors must have the concurrence of a
majority of the continuing directors and the continuing directors must
constitute a majority of directors then in office. However, the Rights Agreement
may not be supplemented or amended to lengthen:
- a time period relating to when the Rights may be redeemed or to modify the
ability (or inability) of Protective's Board of Directors to redeem the
Rights, in either case at such time as the Rights are not then redeemable;
or
- 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 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 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 which are not approved by Protective's Board of Directors. However,
the Rights should not interfere with any merger or other business combination
approved by Protective'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 which includes this prospectus. A copy of
the Rights Agreement can be obtained as described under "Where You Can Find More
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 Protective's
Board of Directors. 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 Protective's certificate of incorporation and the certificate
of designation relating to the Junior Preferred Stock which are filed as
exhibits to the registration statement which includes this prospectus.
RANKING. The Junior Preferred Stock shall rank junior to all other series
of Protective's preferred stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.
26
<PAGE>
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 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 (1) $2.50 per share ($10.00 per
annum) or (2) 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
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 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:
- 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;
- except as otherwise provided by the certificate of designation, the
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; and
- 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, 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 (1) $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 (2) 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.
27
<PAGE>
CONSOLIDATION, MERGER, ETC. In case Protective 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 shall not:
- declare or pay dividends, 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;
- 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 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;
- 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 may at any time redeem, purchase or otherwise acquire shares of
any such parity stock in exchange for shares of any stock of Protective
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Junior Preferred Stock; or
- 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 shall not permit any subsidiary of Protective to purchase or
otherwise acquire for consideration any shares of stock of Protective unless
Protective 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 8 1/4% Subordinated Debentures, Series B and the
6 1/2% Subordinated Debentures, Series C, Protective has the right to extend the
interest payment period with respect to the Series A, B & C 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,
see "Description of Debt Securities of Protective--Events of Default, Notice and
Certain Rights on Default") under the Series A, B & C Debentures, Protective 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 making any guarantee payments with respect to the foregoing, with certain
limited exceptions.
28
<PAGE>
DESCRIPTION OF PREFERRED SECURITIES OF THE PLC CAPITAL TRUSTS
GENERAL
The declarations of trust of PLC Capital Trust III and PLC Capital Trust IV
authorizes each trust to issue one series of preferred securities which will
have the terms described in a prospectus supplement. The proceeds from the sale
of each trust's preferred and common securities will be used by such trust to
purchase a series of subordinated debt securities issued by Protective. The
subordinated debt securities will be held in trust by the trust's property
trustee for the benefit of the holders of such preferred and common securities.
The declarations of trust have been qualified as indentures under the Trust
Indenture Act. The institutional trustee for each trust, Wilmington Trust
Company, an independent trustee, will act as indenture trustee for the preferred
securities, to be issued by each trust, for the purposes of compliance with the
provisions of the Trust Indenture Act. The preferred securities will have such
terms, including distributions, redemption, voting, liquidation rights and such
other preferred, deferred or other special rights or such restrictions as shall
be set forth in the declaration of trust or made part of the declaration of
trust by the Trust Indenture Act. Such terms, rights and restrictions will
mirror the terms of the subordinated debt securities held by the applicable
trust and will be described in the applicable prospectus supplement. The
prospectus supplement relating to the preferred securities of the applicable
trust will provide specific terms, including:
- the distinctive designation of such preferred securities;
- the number of preferred securities issued by such trust;
- the annual distribution rate (or method of determining such rate) for
preferred securities issued by such trust and the date or dates upon which
such distributions shall be payable; provided, however, that distributions
on such preferred securities shall be payable on a quarterly basis to
holders of such preferred securities as of a record date in each quarter
during which such preferred securities are outstanding;
- whether distributions on preferred securities issued by such trust shall
be cumulative, and, in the case of preferred securities having such
cumulative distribution rights, the date or dates or method of determining
the date or dates from which distributions on preferred securities issued
by such trust shall be cumulative;
- the amount or amounts which shall be paid out of the assets of such trust
to the holders of preferred securities of such trust upon voluntary or
involuntary dissolution, winding-up or termination of such trust;
- the obligation, if any, of such trust to purchase or redeem preferred
securities issued by such trust and the price or prices at which, the
period or periods within which, and the terms and conditions upon which,
preferred securities issued by such trust shall be purchased or redeemed,
in whole or in part, pursuant to such obligation (with such redemption
price to be determined through negotiations among Protective and the
underwriters based on, among other factors, redemption prices of
securities similar to the preferred securities and market conditions
generally);
- the voting rights, if any, of preferred securities issued by such trust in
addition to those required by law, including the number of votes per
preferred security and any requirement for the approval by the holders of
preferred securities, or of preferred securities issued by PLC Capital
Trusts III or IV, or of both, as a condition to specified action or
amendments to the declaration of trust of such trust;
- the terms and conditions, if any, upon which Protective's subordinated
debt securities may be distributed to holders of preferred securities;
29
<PAGE>
- if applicable, any securities exchange upon which the preferred securities
shall be listed; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred securities issued by such trust not inconsistent
with the declaration of trust of such trust or with applicable law.
All preferred securities will be guaranteed by Protective to the extent set
forth below under "Description of the Preferred Securities Guarantees." The
guarantee of Protective, when taken together with Protective's obligations under
its subordinated debt securities and the relevant supplemental indenture, and
its obligations under each declaration of trust, including obligations to pay
costs, expenses, debts and liabilities of the trust, other than with respect to
preferred securities and common securities, would provide a full and
unconditional guarantee of amounts due on preferred securities issued by the
trusts. The prospectus supplement will describe any United States federal income
tax considerations applicable to any offering of preferred securities.
In connection with the issuance of preferred securities, each trust will
issue one series of common securities. The declaration of each trust authorizes
the regular trustees to issue on behalf of such trust one series of common
securities having such terms including distributions, redemption, voting,
liquidation rights or such restrictions as shall be set forth therein. The terms
of the common securities issued by a trust will be substantially identical to
the terms of the preferred securities issued by such trust and the common
securities will rank equally, and payments will be made thereon pro rata, with
the preferred securities. However, upon an event of default under the
declaration of trust, the rights of the holders of the common securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the preferred
securities. Except in certain limited circumstances, the common securities will
also carry the right to vote, and appoint, remove or replace any of the trustees
of a trust. All of the common securities of each trust will be directly or
indirectly owned by Protective.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If an event of default occurs, and is continuing, under the declaration of
trust of PLC Capital Trust III or PLC Capital Trust IV, the holders of the
preferred securities of that trust would typically rely on the property trustee
to enforce its rights as a holder of the related subordinated debt securities of
Protective against Protective. Additionally, those who together hold a majority
of the liquidation amount of the trust's preferred securities will have the
right to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the property trustee; or
- direct the exercise of any trust or power that the property trustee holds
under the declaration of trust, including the right to direct the property
trustee to exercise the remedies available to it as a holder of
Protective's subordinated debt securities.
If such a default occurs and the event is attributable to Protective's
failure to pay interest or principal on the subordinated debt securities when
due, including any payment on redemption, and this debt payment failure is
continuing, a preferred securities holder of the trust may directly institute a
proceeding for the enforcement of this payment. Such a proceeding will be
limited, however, to enforcing the payment of this principal or interest only up
to the value of the aggregate liquidation amount of the holder's preferred
securities as determined after the due date specified in the applicable series
of subordinated debt securities. Protective will be subrogated to the holder's
rights under the applicable declaration of trust to the extent of any payment it
makes to the holder in connection with such a direct action.
30
<PAGE>
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the guarantees which
will be executed and delivered by Protective for the benefit of the holders from
time to time of preferred securities. Each guarantee will be qualified as an
indenture under the Trust Indenture Act. Wilmington Trust Company, an
independent trustee, will act as indenture trustee under each guarantee for the
purposes of compliance with the provisions of the Trust Indenture Act. The terms
of each guarantee will be those set forth in such guarantee and those made part
of such guarantee by the Trust Indenture Act. The following summary does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the form of guarantee, which is
filed as an exhibit to the registration statement which includes this
prospectus, and the Trust Indenture Act. Each guarantee will be held by the
trustee for the benefit of the holders of the preferred securities of the
applicable trust.
GENERAL
Pursuant to each guarantee, Protective will irrevocably and unconditionally
agree, to the extent set forth therein, to pay in full, to the holders of the
preferred securities issued by PLC Capital Trust III or IV, except to the extent
paid by such trust, as and when due, regardless of any defense, right of set-off
or counterclaim which such trust may have or assert:
- any accrued and unpaid distributions which are required to be paid on such
preferred securities, to the extent such trust shall have funds available;
- the redemption price, and all accrued and unpaid distributions to the date
of redemption (the "Redemption Price") to the extent such trust has funds
available with respect to any preferred securities called for redemption
by such trust; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
such trust (other than in connection with the distribution of subordinated
debt securities to the holders of preferred securities or the redemption
of all of the preferred securities), the lesser of:
(1) the aggregate of the liquidation amount and all accrued and unpaid
distributions on such preferred securities to the date of payment, to
the extent such trust has funds available; and
(2) the amount of assets of such trust remaining available for
distribution to holders of such preferred securities in liquidation
of such trust.
Protective's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by the company to the holders of
preferred securities or by causing the applicable trust to pay such amounts to
such holders.
Each guarantee will be a guarantee with respect to the preferred securities
issued by the applicable trust, but will not apply to any payment of
distributions except to the extent such trust shall have funds available
therefor. If Protective does not make interest payments on the subordinated debt
securities purchased by a trust, such trust will not pay distributions on the
preferred securities issued by such trust and will not have funds available
therefor. The guarantee, when taken together with Protective's obligations under
the subordinated debt securities, the subordinated indenture, and the
declaration of trust will provide a full and unconditional guarantee on a
subordinated basis by Protective of payments due on the Preferred Securities.
Protective will also agree separately, through the guarantees of the common
securities, to irrevocably and unconditionally guarantee the obligations of the
trusts with respect to the common securities to the same extent as the
guarantees of the preferred securities. However, upon an event of default under
the subordinated debt securities indenture, holders of preferred securities
shall have priority over holders of common securities with respect to
distributions and payments on liquidation, redemption or otherwise.
31
<PAGE>
CERTAIN COVENANTS OF THE COMPANY
In each guarantee, Protective will covenant that, so long as any preferred
securities issued by the applicable trust remain outstanding, if any event that
would constitute an event of default under such guarantee or the declaration of
such trust has occurred, then:
- Protective shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase or make a liquidation
payment with respect to, any of its capital stock, other than:
(1) purchases or acquisitions of shares of its common stock in
connection with the satisfaction by Protective of its obligations
under any employee benefit plans or the satisfaction by Protective
of its obligation pursuant to any contract or security requiring it
to purchase shares of its common stock;
(2) as a result of a reclassification of its capital stock or the
exchange or conversion of one class or series of Protective capital
stock for another class or series of Protective capital stock;
(3) the purchase of fractional interests in shares of Protective capital
stock pursuant to an acquisition or the conversion or exchange
provisions of such Protective capital stock or the security being
converted or exchanged; and
(4) redemptions or purchases pursuant to Protective's Rights Agreement,
dated August 7, 1995, between Protective and The Bank of New York as
Successor Rights Agent to AmSouth Bank as Rights Agent;
- Protective shall not make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities (including
guarantees) issued by Protective which rank equally with or junior to the
related subordinated debt securities of Protective; and
- Protective shall not make any guarantee payments with respect to the
foregoing, other than pursuant to a guarantee of preferred securities or
common securities, or Protective's guarantees with respect to:
(1) PLC Capital Trust's 8 1/4% Trust Originated Preferred Securities and
Common Securities; and
(2) PLC Capital Trust II's 6 1/2% Trust Originated Preferred Securities
and Common Securities.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of preferred securities, in which case no vote will be required, each
guarantee may be amended only with the prior approval of the holders of not less
than a majority in liquidation amount of the outstanding preferred securities
issued by the applicable trust. All guarantees and agreements contained in a
guarantee shall bind the successors, assigns, receivers, trustees and
representatives of Protective and shall inure to the benefit of the holders of
the preferred securities of the applicable trust then outstanding.
TERMINATION
Each guarantee will terminate as to the preferred securities issued by the
applicable trust:
- upon full payment of the redemption price of all preferred securities of
such trust;
- upon distribution of the subordinated debt securities held by such trust
to the holders of the preferred securities of such trust; or
- upon full payment of the amounts payable in accordance with the
declaration of such trust upon liquidation of such trust.
32
<PAGE>
Each guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of preferred securities issued by the
applicable trust must restore payment of any sums paid under such preferred
securities or such guarantee.
EVENTS OF DEFAULT
An event of default under a guarantee will occur upon the failure of
Protective to perform any of its payment or other obligations thereunder.
The holders of a majority in liquidation amount of the preferred securities
to which such guarantee relates have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee in
respect of the guarantee or to direct the exercise of any trust or power
conferred upon the trustee under such guarantee. If the trustee fails to enforce
such guarantee, any holder of preferred securities to which such guarantee
relates may institute a legal proceeding directly against Protective to enforce
such holder's rights under such guarantee, without first instituting a legal
proceeding against the relevant trust, the trustee or any other person or
entity. Notwithstanding the foregoing, if Protective has failed to make a
guarantee payment, a holder of preferred securities may directly institute a
proceeding against Protective for enforcement of the guarantee for such payment.
Protective waives any right or remedy to require that any action be brought
first against such trust or any other person or entity before proceeding
directly against Protective.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
The guarantees will constitute unsecured obligations of Protective and will
rank as follows:
- subordinate and junior in right of payment to all present and future
senior indebtedness, as such term is defined in Protective's subordinated
indenture, see "Description of Debt Securities of
Protective--Subordination under the Subordinated Indenture;"
- equally with:
(1) Protective's guarantees with respect to the common securities of PLC
Capital Trusts III and IV;
(2) subordinated debt securities, see "Description of Debt
Securities--Subordination under the Subordinated Indenture;"
(3) Protective's guarantee of PLC Capital Trust I's 8 1/4% Trust
Originated Preferred Securities;
(4) Protective's guarantee of PLC Capital Trust I's 8 1/4% Trust
Originated Common Securities;
(5) Protective's 8 1/4% Subordinated Debentures, due 2027, Series B;
(6) Protective's guarantee of PLC Capital Trust II's 6 1/2% Trust
Originated Preferred Securities;
(7) Protective's guarantee of PLC Capital Trust II's 6 1/2% Trust
Originated Common Securities;
(8) Protective's 6 1/2% Subordinated Debentures, due February 11, 2003,
Series C; and
(9) any other liabilities or obligations that may have equal ranking by
their terms; and
- senior to Protective's common stock, the most senior preferred or
preference stock now or hereafter issued by Protective and with any
guarantee now or hereafter entered into by Protective in respect to any
preferred or preference stock of any affiliate of Protective.
33
<PAGE>
The terms of the preferred securities provide that each holder of preferred
securities issued by the applicable trust by acceptance thereof agrees to the
subordination provisions and other terms of the guarantee relating thereto.
The guarantees will constitute a guarantee of payment and not of collection;
that is, the guaranteed party may institute a legal proceeding directly against
the guarantor to enforce its rights under the guarantee without instituting a
legal proceeding against any other person or entity.
INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE
The trustee, prior to the occurrence of a default with respect to a
guarantee, undertakes to perform only such duties as are specifically set forth
in such guarantee and, after default, shall exercise the same degree of care as
a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the trustee is under no obligation to exercise any
of the powers vested in it by a guarantee at the request of any holder of
preferred securities, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred thereby; but the foregoing
shall not relieve the trustee, upon the occurrence of an event of default under
such guarantee, from exercising the rights and powers vested in it by such
guarantee.
GOVERNING LAW
The guarantees will be governed by and construed in accordance with the
internal laws of the State of New York.
EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT SECURITIES
AND THE PREFERRED SECURITIES GUARANTEES
As set forth in the declarations of trust, the sole purpose of PLC Capital
Trusts III and IV is to issue the preferred securities and common securities
evidencing undivided beneficial interests in the assets of each of the trusts,
and to invest the proceeds from such issuance and sale in Protective's
subordinated debt securities.
As long as payments of interest and other payments are made when due on the
subordinated debt securities held by the trusts, such payments will be
sufficient to cover distributions and payments due on the preferred securities
and common securities because of the following factors:
- the aggregate principal amount of such subordinated debt securities will
be equal to the sum of the aggregate stated liquidation amount of the
preferred securities and common securities;
- the interest rate and the interest and other payment dates on such
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the preferred securities;
- Protective shall pay, and the trusts shall not be obligated to pay,
directly or indirectly, all costs, expenses, debt, and obligations of the
trusts, other than with respect to the preferred securities and common
securities; and
- the declaration of trust of each trust further provides that the trustees
shall not take or cause or permit the trust to, among other things, engage
in any activity that is not consistent with the purposes of the applicable
trust.
Payments of distributions (to the extent funds therefore are available) and
other payments due on the preferred securities (to the extent funds therefore
are available) are guaranteed by Protective as and to the extent set forth under
"Description of Preferred Securities Guarantees." If Protective does not make
interest payments on the subordinated debt securities purchased by the
applicable trust, it is expected that the applicable trust will not have
sufficient funds to pay distributions on the preferred
34
<PAGE>
securities and the guarantee will not apply, since the guarantee covers the
payment of distributions and other payments on the preferred securities only if
and to the extent that Protective has made a payment of interest or principal on
the subordinated debt securities held by the applicable trust as its sole asset.
However, the guarantee, when taken together with Protective's obligations under
the subordinated debt securities and the subordinated indenture and its
obligations under the declaration of trust, including its obligations to pay
costs, expenses, debts and liabilities of the trust, other than with respect to
the preferred securities and common securities, provide a full and unconditional
guarantee, on a subordinated basis, by Protective of amounts due on the
preferred securities.
If Protective fails to make interest or other payments on the subordinated
debt securities when due, taking account of any extension period, the
declarations of trust provide a mechanism whereby the holders of the preferred
securities affected thereby, using the procedures described in any accompanying
prospectus supplement, may direct the property trustee to enforce its rights
under the subordinated debt securities. If a debt payment failure has occurred
and is continuing, a holder of preferred securities may institute a direct
action for payment after the respective due date specified in the subordinated
debt securities. In connection with such direct action, Protective will be
subrogated to the rights of such holder of preferred securities under the
declaration of trust to the extent of any payment made by Protective to such
holder of preferred securities in such direct action. Protective, under the
guarantee, acknowledges that the guarantee trustee shall enforce the guarantee
on behalf of the holders of the preferred securities. If Protective fails to
make payments under the guarantee, the guarantee provides a mechanism whereby
the holders of the preferred securities may direct the trustee to enforce its
rights thereunder. Any holder of preferred securities may institute a legal
proceeding directly against Protective to enforce the guarantee trustee's rights
under the guarantee without first instituting a legal proceeding against the
trust, the guarantee trustee, or any other person or entity.
Protective and each of PLC Capital Trust III and IV believe that the above
mechanisms and obligations, taken together, provide a full and unconditional
guarantee by Protective on a subordinated basis of payments due on the preferred
securities. See "Description of the Preferred Securities Guarantee--General."
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
Protective may issue stock purchase contracts, representing contracts
obligating holders to purchase from Protective, and Protective to sell to the
holders, a specified number of shares of Protective's common stock at a future
date or dates. The price per share of common stock may be fixed at the time the
stock purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The stock purchase
contracts may be issued separately or as a part of stock purchase units
consisting of a stock purchase contract and debt securities of Protective or
preferred securities of PLC Capital Trust III or IV or debt obligations of third
parties, including U.S. Treasury Securities, securing the holders' obligations
to purchase the common stock under the purchase contracts. The stock purchase
contracts may require Protective to make periodic payments to the holders of the
stock purchase units or vice versa, and such payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require holders to
secure their obligations thereunder in a specified manner.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not purport to be complete and will be qualified in its entirety
by reference to the stock purchase contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such stock purchase
contracts or stock purchase units.
35
<PAGE>
PLAN OF DISTRIBUTION
Protective may sell any of the debt securities, preferred stock, common
stock, stock purchase contracts and stock purchase units and PLC Capital Trust
III and IV may sell any of the preferred securities, being offered hereby in any
one or more of the following ways from time to time:
- through agents;
- to or through underwriters;
- through dealers; and
- directly by Protective or the trusts, as the case may be, to purchasers.
The distribution of the securities 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.
Agents designated by Protective or the trusts may solicit offers to purchase
the securities from time to time. The prospectus supplement will name any such
agent involved in the offer or sale of the securities and will set forth any
commissions payable by Protective or the trusts to such agent. 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 securities so offered and sold.
If the securities are sold by means of an underwritten offering, Protective
and/or the trusts will execute an underwriting agreement with an underwriter or
underwriters at the time an agreement for such sale is reached. A prospectus
supplement will be used by the underwriters to make resales of the securities to
the public and will set forth 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. If underwriters are utilized in the sale of
the securities, the securities 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. The securities 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 securities, 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 will be obligated to purchase all
such securities if any are purchased.
If a dealer is utilized in the sale of the securities, Protective or the
trusts, will sell such securities to the dealer as principal. The dealer may
then resell such securities 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 securities so
offered and sold. The prospectus supplement will set forth the name of the
dealer and the terms of the transaction.
Protective or the trusts may directly solicit offers to purchase the
securities and may sell such securities 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 prospectus supplement
will describe the terms of any such sales.
Agents, underwriters and dealers may be entitled under relevant agreements
with Protective and/or the trusts to indemnification by Protective and/or the
trusts against certain liabilities, including liabilities under the Securities
Act, or to any contribution with respect to payments which such agents,
underwriters and dealers may be required to make.
36
<PAGE>
Each series of securities will be a new issue with no established trading
market, other than the common stock which 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. Protective may
elect to list any series of debt securities, preferred stock, stock purchase
contracts or stock purchase units and the trusts may elect to list any series of
preferred securities, on an exchange, but neither Protective nor the trusts
shall be obligated to do so. It is possible that one or more underwriters may
make a market in a series of the securities, but will not be obligated to do so
and may discontinue any market making at any time without notice. Therefore, no
assurance can be given as to the liquidity of the trading market for the
securities.
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, Protective and its subsidiaries (including the
trusts) in the ordinary course of business.
The securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for Protective or the trusts. The prospectus supplement
will identify any remarketing firm and will describe the terms of its agreement,
if any, with Protective or the trusts and its compensation. Remarketing firms
may be deemed to be underwriters, as such term is defined in the Securities Act,
in connection with the securities remarketed thereby. Under agreements which may
be entered into with Protective, Protective and/or the trusts may be required to
provide indemnification or contribution to remarketing firms against certain
civil liabilities, including liabilities under the Securities Act. Remarketing
firms may also be customers of, engage in transactions with or perform services
for Protective and its subsidiaries (including the trusts) in the ordinary
course of business.
If so indicated in the applicable prospectus supplement, Protective or the
trusts, may authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase the securities from Protective or the trusts,
at the public offering prices set forth in the applicable prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date or dates. The applicable prospectus supplement will indicate the
commission to be paid to underwriters, dealers and agents soliciting purchases
of the Securities pursuant to contracts accepted by Protective.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, certain
matters of Delaware law relating to the validity of the preferred securities of
PLC Capital Trust III and PLC Capital Trust IV will be passed upon for
Protective and the trusts by Richards, Layton & Finger, P.A., special Delaware
counsel to Protective and the trusts, and the validity of any other securities
offered hereby and of the preferred securities guarantee and the senior debt
securities relating to any preferred securities of the trusts offered hereby
will be passed upon for Protective and the trusts by Deborah J. Long, Senior
Vice President and General Counsel for the Company. Ms. Long may rely upon
Richards, Layton & Finger, P.A., special Delaware counsel to Protective and the
trusts, as to all matters of Delaware law relating to any preferred securities.
EXPERTS
The consolidated balance sheets of Protective as of December 31, 1998 and
1997 and the related consolidated statements of income, share-owners' equity and
cash flows for each of the three years in the period ended December 31, 1998 and
the related financial statement schedules which are incorporated by reference or
included in Protective's Annual Report on Form 10-K for the year ended December
31, 1998 and which have been incorporated by reference in this prospectus, have
been incorporated herein in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.
37
<PAGE>
With respect to the unaudited interim financial information for Protective
and subsidiaries for the three-month periods ended March 31, 1999 and 1998
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 incorporated by reference in the registration statement which includes
this prospectus 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.
38
<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
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..................... $ 139,000
Rating agency fees................................................ 75,000
Fees and expenses of Trustees..................................... 12,500
Blue Sky fees and expenses........................................ 15,000
Printing and engraving expenses................................... 86,000
Accountant's fees and expenses.................................... 30,000
Legal fees and expenses........................................... 90,000
Miscellaneous expenses............................................ 25,000
---------
Total......................................................... $ 472,500
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of Protective's certificate of incorporation
provides that Protective 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 or was serving at the request of Protective 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 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) by reason of the fact that such person is or was an
officer, employee, agent or director of Protective, or is or was serving at the
request of Protective 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,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Protective may indemnify any such person
against expenses (including attorneys' fees) in an action by or in the right of
Protective under the same conditions, except that no indemnification is
permitted without judicial approval if such person is adjudged to be liable to
Protective. To the extent such person is successful on the merits or otherwise
in the defense of any action referred to above, Protective must indemnify him
against the expenses which he actually and reasonably incurred in connection
therewith.
Policies of insurance are maintained by Protective under which directors and
officers of Protective 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's certificate of incorporation also provides that no director shall
be personally liable to Protective 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 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 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 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, Protective 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 has similar agreements with certain of its executive officers under
which Protective 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(a) Form of underwriting agreement for offering of preferred securities.*
1(b) Form of underwriting agreement for offering of senior debt securities.*
1(c) Form of underwriting agreement for offering of subordinated debt securities.*
1(d) Form of underwriting agreement for offering of common stock.*
1(e) Form of underwriting agreement for offering of stock purchase contracts.*
1(f) Form of underwriting agreement for offering of stock purchase units.*
4(a)(1) 1998 Restated Certificate of Incorporation of Protective (incorporated by reference to Exhibit 3(a)
to Protective's Form 10-K Annual Report for the year ended December 31, 1998).
4(a)(2) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective 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(a)(3) Certificate of Decrease of Shares Designated as Junior Participating Cumulative Preferred Stock of
Protective filed with the Secretary of State of Delaware on August 8, 1995 (incorporated by
reference to Exhibit 3(a)(4) to Protective's Form 10-K Annual Report for the year ended December 31,
1995).
4(b) 1998 Amended and Restated By-Laws of Protective (incorporated by reference to Exhibit 3(b) to
Protective's Form 10-K Annual Report for the period ended December 31, 1998).
4(c) Senior Indenture, dated as of June 1, 1994, between Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g) to Protective's Registration Statement on Form S-3 (No.
33-52831)).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<S> <C>
4(d) Supplemental Indenture No. 1, dated as of July 1, 1994, between Protective and The Bank of New York,
as Trustee (incorporated by reference to Exhibit 4(g) to Protective's Current Report on Form 8-K
filed July 5, 1994).
4(e) Supplemental Indenture No. 2, dated as of August 1, 1996, between Protective and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4(g)(2) to Protective's Current Report on
Form 8-K filed August 8, 1996).
4(f) Supplemental Indenture No. 3, dated as of September 15, 1996, between Protective and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4(g)(3) to Protective's Current Report on
Form 8-K filed September 21, 1996).
4(g) Supplemental Indenture No. 4, dated as of November 15, 1996, between Protective and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4(g)(3) to Protective's Current Report on
Form 8-K filed November 22, 1996).
4(h) Supplemental Indenture No. 5, dated as of December 1, 1996, between Protective and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4(g)(3) to Protective's Current Report on
Form 8-K filed December 6, 1996).
4(i) Subordinated Indenture, dated as of June 1, 1994, between Protective and AmSouth Bank, as Trustee
(incorporated by reference to Exhibit 4(h) to Protective's Current Report on Form 8-K filed June 17,
1994).
4(j) Supplemental Indenture No. 1, dated as of June 9, 1994, to the Subordinated Indenture between
Protective and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(h)(1) to
Protective's Current Report on Form 8-K filed June 17, 1994).
4(k) Supplemental Indenture No. 2, dated as of August 1, 1994, to the Subordinated Indenture between
Protective and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(l) to Protective's
Registration Statement on Form S-3 (No. 33-55063)).
4(l) Supplemental Indenture No. 3 dated as of April 29, 1997 to the Subordinated Indenture between
Protective and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(g) to Protective's
Registration Statement on Form S-3 (No. 333-25027)).
4(m) Supplemental Indenture No. 4 dated as of November 20, 1997, to the Subordinated Indenture between
Protective and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(m) to Protective's
Current Report on Form 8-K filed December 5, 1997).
4(n) Form of Supplemental Indenture to Subordinated Indenture to be used in connection with issuance of
Subordinated Debt Securities related to PLC Capital Trust III (incorporated by reference to Exhibit
4(n) to Protective's Registration Statement on Form S-3 (333-30905).
4(o) Form of Supplemental Indenture to Subordinated Indenture to be used in connection with issuance of
Subordinated Debt Securities related to PLC Capital Trust IV (incorporated by reference to Exhibit
4(o) to Protective's Registration Statement on Form S-3 (333-30905).
4(p) Form of Preferred Security (incorporated by reference to Exhibit 4(q) to Protective's Registration
Statement on Form S-3 (333-30905)).
4(q) Form of Preferred Security (incorporated by reference to Exhibit 4(r) to Protective's Registration
Statement on Form S-3 (333-30905)).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<S> <C>
4(r) Form of Subordinated Debt Security relating to PLC Capital Trust III (incorporated by reference to
Exhibit 4(t) to Protective's Registration Statement on Form S-3 (333-30905)).
4(s) Form of Subordinated Debt Security relating to PLC Capital Trust IV (incorporated by reference to
Exhibit 4(u) to Protective's Registration Statement on Form S-3 (333-30905)).
4(t) Form of Guarantee Agreement with respect to Preferred Securities to be issued by PLC Capital Trust
III (incorporated by reference to Exhibit 4(w) to Protective's Registration Statement on Form S-3
(333-30905)).
4(u) Form of Guarantee Agreement with respect to Preferred Securities to be issued by PLC Capital Trust
IV (incorporated by reference to Exhibit 4(x) to Protective's Registration Statement on Form S-3
(333-30905)).
4(v) Form of Purchase Contract Agreement (including form of related security certificate).*
4(w) Form of Pledge Agreement.*
4(aa) Certificate of Trust of PLC Capital Trust III (incorporated by reference to Exhibit 4(bb) to
Protective's Registration Statement on Form S-3 (333-30905)).
4(bb) Certificate of Trust of PLC Capital Trust IV (incorporated by reference to Exhibit 4(cc) to
Protective's Registration Statement on Form S-3 (333-30905)).
4(cc) Declaration of Trust of PLC Capital Trust III (incorporated by reference to Exhibit 4(ee) to
Protective's Registration Statement on Form S-3 (333-30905)).
4(dd) Declaration of Trust of PLC Capital Trust IV (incorporated by reference to Exhibit 4(ff) to
Protective's Registration Statement on Form S-3 (333-30905)).
4(ee) Form of Amended and Restated Declaration of Trust of PLC Capital Trust III (incorporated by
reference to Exhibit 4(hh) to Protective's Registration Statement on Form S-3 (333-30905)).
4(ff) Form of Amended and Restated Declaration of Trust of PLC Capital Trust IV (incorporated by reference
to Exhibit 4(ii) to Protective's Registration Statement on Form S-3 (333-30905)).
4(gg) Rights Agreement, dated as of August 7, 1995 among Protective and The Bank of New York, as Successor
Rights Agent to AmSouth Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the
Company's Form 8-A filed August 7, 1995).
4(hh) Rights Certificate (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed August 7,
1995).
5(a) Opinion of Deborah J. Long, Esq., Senior Vice President, Secretary and General Counsel, as counsel
to Protective and the PLC Capital Trusts, as to the legality of certain of the Offered
Securities.***
5(b) Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective and the PLC
Capital Trusts, as to legality of certain Offered Securities.***
8 Opinion of Debevoise & Plimpton, if required, as to certain tax matters.*
12 Computation of Ratios of Consolidated Earnings to Fixed Charges.***
15 Letter re unaudited interim financial information.**
23(a) Consent of PricewaterhouseCoopers LLP.**
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<S> <C>
23(b) Consent of Deborah J. Long, Esq. (included in Exhibit 5(a)).
23(c) Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b)).
23(d) Consent of Debevoise & Plimpton (included in Exhibit 8).
24 Powers of Attorney of Board of Directors and Officers.***
25(a) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Senior Indenture and Subordinated Indenture.***
25(b) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee of the Preferred Securities Guarantee of Protective for the benefit of the
holders of Preferred Securities of PLC Capital Trust III.***
25(c) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee of the Preferred Securities Guarantee of Protective for the benefit of the
holders of the Preferred Securities of PLC Capital Trust IV.***
25(d) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee under the Amended and Restated Declaration of Trust of PLC Capital Trust III.***
25(e) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee under the Amended and Restated Declaration of Trust of PLC Capital Trust IV.***
</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.
*** Previously filed.
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
II-5
<PAGE>
(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
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'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.
(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-6
<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 July 9, 1999.
<TABLE>
<S> <C> <C>
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ JOHN D. JOHNS
------------------------------------------
Name: John D. Johns
Title: President, Chief Operating
Officer and Director
</TABLE>
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
Chairman of the Board,
/s/ DRAYTON NABERS, JR. Chief Executive Officer
- ------------------------------ and Director (Principal July 9, 1999
Drayton Nabers, Jr. Executive Officer)
President, Chief Operating
/s/ JOHN D. JOHNS Officer and Director
- ------------------------------ (Principal Financial July 9, 1999
John D. Johns Officer)
Vice President and
/s/ JERRY W. DEFOOR Controller and Chief
- ------------------------------ Accounting Officer July 9, 1999
Jerry W. DeFoor (Principal Accounting
Officer)
* Director
- ------------------------------
William J. Cabaniss, Jr.
* Director
- ------------------------------
John J. McMahon, Jr.
* Director
- ------------------------------
A.W. Dahlberg
* Director
- ------------------------------
Ronald L. Kuehn, Jr.
* Director
- ------------------------------
James S. M. French
* Director
- ------------------------------
Robert A. Yellowlees
* Director
- ------------------------------
Elaine L. Chao
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
* Director
- ------------------------------
Donald M. James
* Director
- ------------------------------
J. Gary Cooper
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ NANCY KANE
-------------------------
Name: Nancy Kane July 9, 1999
Title: Attorney-in-Fact
</TABLE>
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust III certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on July 9, 1999.
<TABLE>
<S> <C> <C>
PLC CAPITAL TRUST III
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Name: Richard J. Bielen
Title: Regular Trustee
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Name: Jerry W. DeFoor
Title: Regular Trustee
</TABLE>
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust IV certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on July 9, 1999.
<TABLE>
<S> <C> <C>
PLC CAPITAL TRUST IV
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Name: Richard J. Bielen
Title: Regular Trustee
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Name: Jerry W. DeFoor
Title: Regular Trustee
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- -------------------------------------------------------------------------------------------------
<C> <S> <C>
15 Letter re unaudited interim financial information.
23(a) Consent of PricewaterhouseCoopers LLP.
</TABLE>
<PAGE>
EXHIBIT 15
July 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated April 23, 1999 on our review of interim
financial information of Protective Life Corporation (the Company) for the
periods ended March 31, 1999 and 1998 and included in the Company's quarterly
report on Form 10-Q for the quarters then ended is incorporated by reference
in its Registration Statement dated July 9, 1999.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Share Owners
of Protective Life Corporation and subsidiaries (the Company), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. We also consent to the incorporation by
reference of our report dated February 11, 1999 relating to the financial
statement schedules, which appears in such Annual Report on Form 10-K. We
also consent to the reference to us under the headings "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
July 9, 1999
