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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 33-52831
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 1994
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[ ] Transition Report on Form 10-K [ ] Transition Report on
Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on
Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant PLC CAPITAL L.L.C.
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Former name if applicable
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2801 Highway 280 South
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Address of principal executive office (STREET AND NUMBER)
Birmingham, Alabama 35223
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City, State and Zip Code
PART II. RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
PLC Capital L.L.C. (the "Company") is a limited liability company
formed under the laws of the State of Delaware on March 24, 1994. Protective
Life Corporation owns, directly and indirectly, all the outstanding common
limited liability company interests ("Common Securities") of the Company, which
Common Securities are nontransferable. The Company was formed by Protective
Life solely to issue preferred limited liability company interests
("Preferred Securities") and Common Securities (collectively, the "Membership
Securities") and to lend the proceeds thereof to Protective Life. The payment
of dividends and all payments on liquidation or redemption with respect to the
Preferred Securities are fully and unconditionally guaranteed by Protective
Life as and when due to the extent described in Registration Statement No.
33-52831, pursuant to which the Preferred Securities and the guarantee of
Protective Life Corporation were registered under the Securities Act of 1933,
as amended (the "Securities Act"). The Company has no operating history and
is not engaged in (and will not engage in) any activity other than the
issuance of its Membership Securities and the lending of the net proceeds
thereof to Protective Life.
By letter dated August 8, 1994, counsel to the Company submitted on
behalf of the Company a request to the Commission for (i) an order, pursuant
to Section 12(h) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") exempting the Company from the periodic reporting requirements
of Sections 13(a) and 15(d) of the Exchange Act or (ii) in the alternative,
confirmation from the staff of the Commission that it will not recommend any
enforcement action if the Company does not comply with the periodic reporting
requirements of Sections 13(a) and 15(d) of the Exchange Act.
On August 12, 1994, a member of the staff of the Commission informed
counsel to the Company by telephone that the staff would not be able to
respond to the Company's no-action letter request prior to August 15, the due
date for the reporting period ended June 30, 1994. As a precautionary measure
and without prejudice to its request for no-action/exemptive relief,
therefore, the Company has determined to file a Form 10-Q for the period ended
June 30, 1994. Separate financial statements have not been prepared for the
Company prior to the date hereof. Because of the need to prepare separate
financial statements of the Company for the Form 10-Q, the Company will not be
able to file the Form 10-Q on August 15. The Company will file the Form 10-Q
on or before the fifth calendar day following August 15, 1994.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Deborah J. Long 205 879-9230
(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ X ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PLC CAPITAL L.L.C.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 15, 1994 By /s/ Deborah J. Long
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Senior Vice President and
General Counsel
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
