PROTECTIVE LIFE CORP
8-K, 1999-02-16
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)              FEBRUARY 11, 1999



                           PROTECTIVE LIFE CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                     1-12332                 95-2492236
     (State or other jurisdiction      (Commission              (IRS Employer
          of incorporation)            File Number)          Identification No.)


              2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA             35223
                (Address of principal executive offices)           (Zip Code)


             Registrant's telephone number, including area code   (205) 879-9230


                                       N/A
         (Former name or former address, if changed since last report.)


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<PAGE>



Item 5.   OTHER EVENTS.

     On February 11, 1999, Registrant issued a press release with respect to its
earnings which is included as an Exhibit to this Current Report and incorporated
by reference herein.


Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

       (c)   EXHIBITS

              The following exhibit is included herein.

                    Exhibit 99: Press Release dated February 11, 1999.





                                   SIGNATURES


              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                         PROTECTIVE LIFE CORPORATION


                                          BY/S/JERRY W. DEFOOR
                                          Jerry W. DeFoor
                                          Vice President and Controller

Dated:   February 11, 1999

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<PAGE>



                                  Exhibit Index


EXHIBIT NUMBER                            DESCRIPTION                
         99.                 Press Release Dated February 11, 1999         


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<PAGE>

                                                                    Exhibit 99


                       PROTECTIVE ANNOUNCES 4Q98 EARNINGS


BIRMINGHAM,  Alabama  (February 11, 1999) Protective Life Corporation  (NYSE:PL)
announced  fourth quarter results today.  The Company's basic operating  income,
which excludes  realized  investment gains and losses and related  amortization,
was $.53 per share in the 1998 fourth quarter,  a 15% increase over the $.46 per
share last  year.  Consolidated  net  income for the fourth  quarter of 1998 was
$34.7 million,  compared to $29.2 million  reported for the 1997 fourth quarter.
Basic  net  income  per  share  was $.53 per  share in the 1998  fourth  quarter
compared  to $.46 per share  last  year.  All  prior  period  results  have been
restated to reflect a two-for-one stock split on April 1, 1998.

Diluted  operating income was $.53 per share in the 1998 fourth quarter compared
to $.46 last year,  and  diluted  net income per share was $.53 per share in the
1998 fourth quarter compared to $.46 per share last year.

Drayton  Nabers,  Jr.,  Protective's  Chairman of the Board and Chief  Executive
Officer  commented:"In  1998 we enjoyed solid  earnings  growth  throughout  the
Company. Our strong sales momentum and recent acquisitions positions us well for
1999."

The Company's  1998 basic  operating  income was $2.04 per share, a 14% increase
over the $1.79 per share reported for 1997. Consolidated net income for 1998 was
$130.8 million,  compared to $112.0 million  reported for 1997. Basic net income
per share was $2.06 per share in 1998  compared  to $1.79 per share  last  year.
Diluted  operating  income  was $2.02 per share in 1998  compared  to $1.78 last
year,  and diluted net income per share was $2.04 per share in 1998  compared to
$1.78 per share last year.

At December 31, 1998,  the Company's  assets were $12.1  billion.  Stockholders'
equity per share was $13.80  (excluding $.85 per share of unrealized  investment
gains resulting from marking the Company's securities to market values).

Operating  return on average  equity for the twelve months  ending  December 31,
1998 was 16.5%.  (Average  equity  excludes the effect of  unrealized  gains and
losses on stockholders' equity.)


THIS RELEASE INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH EXPRESS EXPECTATIONS OF
FUTURE EVENTS AND/OR RESULTS. ALL STATEMENTS BASED ON FUTURE EXPECTATIONS RATHER
THAN ON HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF
RISKS  AND  UNCERTAINTIES,  AND THE  COMPANY  CANNOT  GIVE  ASSURANCE  THAT SUCH
STATEMENTS WILL PROVE TO BE CORRECT. PLEASE REFER TO EXHIBIT 99 OF THE COMPANY'S
MOST RECENT FORM 10-Q FOR MORE  INFORMATION  ABOUT  FACTORS  WHICH COULD  AFFECT
FUTURE RESULTS.

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