<PAGE>
As filed with the Securities and Exchange Commission on August 12, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
PROTECTIVE LIFE
CORPORATION PLC CAPITAL L.L.C.
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-2492236 63-1114346
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
C/O DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
P.O. BOX 2606
BIRMINGHAM, ALABAMA 35202
(205) 879-9230
(Address, including zip code and telephone number, including area
code, of registrants' principal executive offices and agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL W. BLAIR, ESQ. ALAN J. SINSHEIMER, ESQ.
DEBEVOISE & PLIMPTON SULLIVAN & CROMWELL
875 THIRD AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10004
</TABLE>
------------------------------
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/
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE (1)
<S> <C> <C> <C>
Protective Life Corporation Debt Securities (2)(4); Protective Life
Corporation Preferred Stock (4); Protective Life Corporation Common
Stock (3)(4); PLC Capital L.L.C. Cumulative Monthly Income Preferred
Securities; Protective Life Corporation
Guarantee........................................................... (5) (5) $75,000,000
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Protective Life Corporation Debt Securities (2)(4); Protective Life
Corporation Preferred Stock (4); Protective Life Corporation Common
Stock (3)(4); PLC Capital L.L.C. Cumulative Monthly Income Preferred
Securities; Protective Life Corporation
Guarantee........................................................... $25,863 (5)
<FN>
(1) In United States dollars or the equivalent thereof (based on the applicable
exchange rate at the time of sale) if Protective Life Corporation Debt
Securities are issued with principal amounts denominated in one or more
foreign or composite currencies as shall be designated by Protective Life
Corporation. Such amount represents the maximum aggregate offering price to
the public of the securities offered hereby. No separate consideration will
be received for any Protective Life Corporation Guarantee.
(2) Includes subordinated debentures which may be issued by Protective Life
Corporation to evidence the loan by PLC Capital L.L.C. to Protective Life
Corporation of any proceeds from (i) the offer and sale of the PLC Capital
L.L.C. Cumulative Monthly Income Preferred Securities and (ii) other
capital contributions to PLC Capital L.L.C. No separate consideration will
be received for any such subordinated debentures.
(3) Includes rights to purchase Junior Participating Cumulative Preferred Stock
of Protective Life Corporation. Prior to the occurrence of certain events,
the rights will not be exercisable or evidenced separately from the
Protective Life Corporation Common Stock.
(4) Includes such indeterminate number of shares of Common Stock and Preferred
Stock, and indeterminate number of Debt Securities, as may be issued upon
conversion or exchange of any other Debt Securities or Preferred Stock that
provide for conversion or exchange into other securities.
(5) The aggregate amount to be registered and the aggregate offering price per
unit have been omitted pursuant to Securities Act Release No. 6964. The
registration fee has been calculated on the basis of the maximum offering
price of all securities listed in accordance with Rule 457(o) under the
Securities Act of 1933. No separate registration fee is required for the
Guarantee in accordance with Rule 457(n).
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED HEREIN ALSO RELATES TO A TOTAL OF $45,000,000 OF UNSOLD SECURITIES
REGISTERED AS PROTECTIVE LIFE CORPORATION DEBT SECURITIES AND PREFERRED STOCK
AND PLC CAPITAL L.L.C. CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES (AND
PROTECTIVE LIFE CORPORATION GUARANTEES THEREOF) UNDER REGISTRATION STATEMENT NO.
33-52831, WHICH WAS DECLARED EFFECTIVE ON MAY 31, 1994. IN THE EVENT ANY OF SUCH
PREVIOUSLY REGISTERED AND UNSOLD SECURITIES ARE OFFERED AND SOLD PRIOR TO THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE AMOUNT OF SUCH SECURITIES
WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER. THIS REGISTRATION STATEMENT
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-52831, PURSUANT TO WHICH THE TOTAL AMOUNT OF UNSOLD SECURITIES PREVIOUSLY
REGISTERED UNDER REGISTRATION STATEMENT NO. 33-52831, WITHOUT LIMITATION AS TO
CLASS OF SECURITIES, MAY BE OFFERED AND SOLD AS PROTECTIVE LIFE CORPORATION DEBT
SECURITIES AND PREFERRED STOCK AND PLC CAPITAL L.L.C. CUMULATIVE MONTHLY INCOME
PREFERRED SECURITIES (AND PROTECTIVE LIFE CORPORATION GUARANTEES THEREOF)
TOGETHER WITH THE SECURITIES REGISTERED HEREUNDER, THROUGH THE USE OF THE
COMBINED PROSPECTUS INCLUDED HEREIN.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 12, 1994
PROSPECTUS
PROTECTIVE LIFE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
PLC CAPITAL L.L.C.
CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES ("MIPS"*)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PROTECTIVE LIFE CORPORATION
------------------------------
Protective Life Corporation, a Delaware corporation ("Protective Life"), may
from time to time offer (a) its debt securities, (the "Debt Securities"), in one
or more series, which may be either senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (b) shares of its preferred stock, par value $1.00 per share
("Preferred Stock"), in one or more series, and/or (c) shares of its common
stock, par value $.50 per share ("Common Stock"), and PLC Capital, a subsidiary
of Protective Life ("PLC Capital"), may from time to time offer, in one or more
series, its Cumulative Monthly Income Preferred Securities (the "Preferred
Securities"), in each case in amounts, at prices and on terms to be determined
at the time or times of offering. The Debt Securities, Preferred Stock, Common
Stock and Preferred Securities are referred to herein collectively as the
"Offered Securities". The aggregate initial offering price of the Offered
Securities in respect of which this Prospectus is being delivered will not
exceed U.S. $120,000,000 (or its equivalent (based on the applicable exchange
rate at the time of issue), in one or more foreign currencies or currency units
as shall be designated by Protective Life). The aggregate initial offering price
of the Common Stock in respect of which this Prospectus is being delivered will
not exceed U.S. $75,000,000.
PLC Capital, a limited liability company formed under the laws of the State
of Delaware, was formed by Protective Life solely to issue its Preferred
Securities, representing preferred limited liability company interests, and its
common limited liability company interests ("Common Securities") and loan the
proceeds thereof to Protective Life. Accordingly, the proceeds of an offering of
Preferred Securities, together with all capital contributions made in respect of
Common Securities, will be loaned to Protective Life in exchange for
Subordinated Debt Securities of Protective Life ("Subordinated Debentures")
having the terms described herein. Interest and principal payments on the
Subordinated Debentures are intended to fund the payment of periodic
distributions ("dividends") and redemption and liquidation distributions on the
Preferred Securities and the Common Securities. The payment of dividends (but
only if and to the extent declared out of moneys held by PLC Capital and legally
available therefor), and payments on liquidation (but only to the extent of the
remaining assets of PLC Capital) or redemption at the option of PLC Capital,
with respect to the Preferred Securities will be guaranteed by a subordinated
guarantee (the "Guarantee") of Protective Life to the extent set forth herein.
See "PLC Capital L.L.C." and "Description of Certain Contractual Back-Up
Obligations of Protective Life" for a description of the various contractual
backup obligations of Protective Life.
Specific terms of the particular Offered Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement"), which will describe, without
limitation and where applicable, the following: (x) in the case of Debt
Securities, the specific designation, aggregate principal amount, denominations,
maturity, premium, if any, interest rate (which may be fixed or variable) or
method of calculating interest, if any, place or places where principal,
premium, if any, and interest, if any, will be payable, currency in which
principal, premium, if any, and interest, if any, will be payable, any terms of
redemption, any sinking fund provisions, any listing on a securities exchange,
initial public offering or purchase price, conversion rights, methods of
distribution and other special terms, (y) in the case of Preferred Stock and
Preferred Securities, the specific designation, stated value and liquidation
preference per share or security and number of shares or securities offered,
dividend rate (which may be fixed or variable) or method of calculating
dividends, place or places where dividends will be payable, any terms of
redemption, any listing on a securities exchange, initial public offering or
purchase price, conversion rights, methods of distribution and other special
terms and (z) in the case of Common Stock, the number of shares offered, the
methods of distribution and the public offering or purchase price. Protective
Life's Common Stock is listed on the New York Stock Exchange under the trading
symbol "PL". Any Common Stock sold pursuant to a Prospectus Supplement will be
listed on such exchange, subject to official notice of issuance.
The Prospectus Supplement will also contain information, as applicable,
about certain United States federal income tax considerations relating to the
Offered Securities in respect of which this Prospectus is being delivered.
The Debt Securities will be unsecured. Unless otherwise specified in a
Prospectus Supplement, the Senior Debt Securities will rank equally with all
other unsecured and unsubordinated indebtedness of Protective Life. The
Subordinated Debt Securities will be subordinated in right of payment to all
Senior Indebtedness (as defined herein) of Protective Life to the extent
described herein and in the Prospectus Supplement relating thereto.The Debt
Securities may be denominated in United States dollars or, at the option of
Protective Life if so specified in the applicable Prospectus Supplement, in one
or more foreign currencies or currency units. The Debt Securities may be issued
in registered form or bearer form, or both. If so specified in the applicable
Prospectus Supplement, Debt Securities of a series may be issued in whole or in
part in the form of one or more temporary or permanent global securities.
The Offered Securities may be sold to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution". The
names of any underwriters, dealers or agents involved in the sale of the Offered
Securities in respect of which this Prospectus is being delivered and any
applicable fee, commission or discount arrangements with them will be set forth
in a Prospectus Supplement.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
- - - ------------------------------
*An application has been filed by Goldman, Sachs & Co. with the United States
Patent and Trademark Office for the registration of the MIPS servicemark.
The date of this Prospectus is , 1994.
<PAGE>
AVAILABLE INFORMATION
Protective Life is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition,
such reports, proxy statements and other information concerning Protective Life
can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by Protective Life and PLC Capital with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus does not contain all
the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information with respect to Protective Life, PLC Capital
and the Offered Securities, reference is made to the Registration Statement. The
Registration Statement may be inspected by anyone without charge at the
principal office of the Commission in Washington, D.C. and copies of all or part
of it may be obtained from the Commission upon payment of the prescribed fees.
No separate financial statements of PLC Capital have been included herein.
Protective Life and PLC Capital do not consider that such financial statements
would be material to holders of the Preferred Securities because PLC Capital is
a special purpose entity, has no independent operations and is not engaged in,
and does not propose to engage in, any activity other than the issuance of the
Preferred Securities and the Common Securities and the lending of the net
proceeds thereof to Protective Life pursuant to loans evidenced by Subordinated
Debentures. See "PLC Capital L.L.C". PLC Capital is a limited liability company
formed under the laws of the State of Delaware and is managed by Protective
Life, in its capacity as a holder of Common Securities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Protective Life's Quarterly Reports on Form 10-Q for the three month period
ended March 31, 1994 and the three month and six month periods ended June 30,
1994, its Annual Report on Form 10-K for the year ended December 31, 1993, its
Form 10-K/A (amending its Annual Report on Form 10-K for the year ended December
31, 1993) dated May 19, 1994, its Current Reports on Form 8-K dated August 4,
1993, February 14, 1994, April 26, 1994, June 17, 1994, July 1, 1994 and July
27, 1994 and its Form 8-K/A dated June 20, 1994 as filed with the Commission
pursuant to the Exchange Act (file no. 0-9924), and the description of
Protective Life's Common Stock contained in its Registration Statement on Form
10 filed pursuant to Section 12 of the Exchange Act on September 4, 1981, as
amended by an amendment thereto filed on Form 8 on October 27, 1981 and the
description of Protective Life's Junior Participating Cumulative Preferred Stock
contained in its Form 8-A filed on July 15, 1987, as amended by amendments
thereto filed on Form 8 on July 23, 1987 and July 29, 1987, including any
amendment or report filed for the purpose of updating such descriptions prior to
the termination of the offering, are incorporated herein by reference.
Each document or report subsequently filed by Protective Life pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering described herein shall be deemed to be
incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
2
<PAGE>
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
Protective Life will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Requests should be directed to: Protective
Life Corporation, P.O. Box 2606, Birmingham, Alabama 35202 (telephone: (205)
879-9230).
PROTECTIVE LIFE CORPORATION
Protective Life, a Delaware corporation incorporated in 1981, is an
insurance holding company that owns a group of life insurance companies that
provide financial services through the production, distribution and
administration of insurance and investment products. Protective Life Insurance
Company ("Protective Life Insurance"), founded in 1907, is Protective Life's
principal operating subsidiary.
Protective Life's principal executive offices are located at 2801 Highway
280 South, Birmingham, Alabama 35223, and its telephone number is (205)
879-9230.
Protective Life's ability to pay principal and interest on any Debt
Securities or dividends on any Preferred Stock or Common Stock is affected by
the ability of its insurance company subsidiaries, Protective Life's principal
sources of cash flow, to declare and distribute dividends and to make payments
on surplus notes (i.e., deeply subordinated intercompany notes owed by insurance
company subsidiaries to Protective Life that are treated as equity capital for
statutory accounting purposes), both of which may be limited by regulatory
restrictions and, in the case of payments on surplus notes, by certain financial
covenants. Protective Life's cash flow is also dependent on revenues from
investment, data processing, legal and management services rendered to its
subsidiaries. Insurance company subsidiaries of Protective Life are subject to
various state statutory and regulatory restrictions, applicable to insurance
companies generally, that limit the amount of cash dividends, loans and advances
that those subsidiaries may pay to Protective Life. Under Tennessee insurance
laws, Protective Life Insurance may generally only pay dividends to Protective
Life out of its unassigned surplus as reflected in its statutory financial
statements filed in that State. In addition, the Tennessee Commissioner of
Insurance must approve (or not disapprove within 30 days of notice) payment of
an "extraordinary" dividend from Protective Life Insurance, which generally
under Tennessee insurance laws is a dividend that exceeds, together with all
dividends paid by Protective Life Insurance within the previous 12 months, the
greater of (i) 10% of Protective Life Insurance's surplus as regards
policyholders at the preceding December 31 or (ii) the net gain from operations
of Protective Life Insurance for the 12 months ended on such December 31. No
assurance can be given that more stringent restrictions will not be adopted from
time to time by states in which Protective Life's insurance subsidiaries are
domiciled, which restrictions could have the effect, under certain
circumstances, of significantly reducing dividends or other amounts payable to
Protective Life by such subsidiaries without affirmative prior approval by state
insurance regulatory authorities.
In the event of the insolvency, liquidation, reorganization, dissolution or
other winding-up of a subsidiary of Protective Life, all creditors of such
subsidiary, including holders of life and health insurance policies, would be
entitled to payment in full out of the assets of such subsidiary before
Protective Life, as shareholder or holder of surplus notes, would be entitled to
any payment, and thus such creditors would have to be paid in full before the
creditors of Protective Life (including holders of Debt Securities) would be
entitled to receive any payment from the assets of such subsidiary.
PLC CAPITAL L.L.C.
PLC Capital is a limited liability company formed under the laws of the
State of Delaware. PLC Capital's offices are located at 2801 Highway 280 South,
Birmingham, Alabama 35223 (Telephone: (205) 879-9230). Protective Life owns,
directly and indirectly, all of the Common Securities of PLC
3
<PAGE>
Capital, which Common Securities are nontransferable. PLC Capital was formed by
Protective Life and a wholly-owned subsidiary solely to issue Common Securities
and Preferred Securities (collectively, the "Membership Securities") and to lend
the proceeds thereof to Protective Life in exchange for Subordinated Debentures.
Interest and principal payments on Subordinated Debentures are intended to fund
the payment of dividends and redemption and liquidation distributions on the
Membership Securities. Accordingly, PLC Capital's sole source of cash flow is
Protective Life, and PLC Capital's ability to make dividend and other payments
in respect of Preferred Securities will be dependent on interest and principal
payments by Protective Life on the Subordinated Debentures. See "Protective Life
Corporation".
PLC Capital is managed by Protective Life, in its capacity as a holder of
Common Securities (in such capacity, the "Managing Member"). Holders of
Membership Securities in PLC Capital are referred to herein as "Members". PLC
Capital's Amended and Restated Limited Liability Company Agreement (the "L.L.C.
Agreement") provides that Protective Life, in its capacity as a holder of Common
Securities, shall be liable for all obligations and liabilities of PLC Capital
(including tax obligations, but excluding obligations in respect of Preferred
Securities). Under Delaware law, Members who hold Preferred Securities (other
than Protective Life) will not be liable for the debts, obligations and
liabilities of PLC Capital, whether arising in contract, tort or otherwise,
solely by reason of being a Member of PLC Capital (subject to any obligation
such Members may have to repay any funds that may have been wrongfully
distributed to them).
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
proceeds from the sale by PLC Capital of any Preferred Securities (together with
any capital contributed in respect of Common Securities) will be loaned to
Protective Life in exchange for Subordinated Debentures. Protective Life will
use borrowings from PLC Capital, and the net proceeds from any sale of Debt
Securities, Preferred Stock or Common Stock, for general corporate purposes,
including, but not limited to, repayments of indebtedness of Protective Life or
its subsidiaries. Pending such use, the proceeds may be invested temporarily in
short-term marketable securities. A more detailed description of the use of
proceeds of any specific offering of Offered Securities shall be set forth in
the Prospectus Supplement pertaining to such offering.
RATIOS OF CONSOLIDATED EARNINGS TO FIXED CHARGES
The following table sets forth Protective Life's ratios of consolidated
earnings to fixed charges for the years and periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------- ----------
1989 1990 1991 1992 1993 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Consolidated Earnings to Fixed Charges (1)................... 25.3 8.2 9.7 13.5 14.4 14.6 13.1
Ratio of Consolidated Earnings to Combined Fixed Charges and Dividends
on Preferred Securities (2).......................................... 25.3 8.2 9.7 13.5 14.4 14.6 12.3
Ratio of Consolidated Earnings to Interest on Debt, Dividends on
Preferred Securities, and Interest Credited on Investment Products
(3).................................................................. 3.1 1.6 1.4 1.3 1.4 1.4 1.4
<FN>
- - - ------------------------
(1) The ratio of consolidated earnings to fixed charges is calculated by
dividing the sum of income before income tax (excluding pre-tax minority
interest but not excluding dividends on Preferred Securities reported as
minority interest) and interest expense on debt, by interest expense on
debt.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(2) The ratio of consolidated earnings to combined fixed charges and dividends
on Preferred Securities is calculated by dividing the sum of income before
income tax (excluding pre-tax minority interest but not excluding dividends
on Preferred Securities reported as minority interest) and interest expense
on debt, by interest expense on debt and dividends on Preferred Securities.
(3) The ratio of consolidated earnings to interest on debt, dividends on
Preferred Securities, and interest credited on investment products is
calculated by dividing the sum of income before income tax (excluding
pre-tax minority interest but not excluding dividends on Preferred
Securities reported as minority interest), interest expense on debt and
interest credited on investment products, by the sum of interest expense on
debt, dividends on Preferred Securities and interest credited on invest-
ment products. Investment products include products such as guaranteed
investment contracts and annuities.
</TABLE>
DESCRIPTION OF DEBT SECURITIES OF PROTECTIVE LIFE
The Senior Debt Securities offered hereby are to be issued in one or more
series under the Senior Indenture, dated as of June 1, 1994, as supplemented by
Supplemental Indenture No. 1, dated as of July 1, 1994 (as so supplemented, the
"Senior Indenture"), between Protective Life and The Bank of New York, as
trustee (the "Trustee"). The Subordinated Debt Securities offered hereby are to
be issued under the Subordinated Indenture, dated as of June 1, 1994, as amended
and supplemented by Supplemental Indenture No. 1, dated as of June 9, 1994, and
Supplemental Indenture No. 2, dated as of August 1, 1994 (as so supplemented and
amended, the "Subordinated Indenture" and, together with the Senior Indenture,
the "Indentures"), between Protective Life and AmSouth Bank of Alabama, a State
banking corporation, successor, by conversion of charter, to AmSouth Bank NA
("AmSouth Bank"), as trustee (also, the "Trustee"), copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus forms a
part.
The statements herein relating to the Debt Securities and the following
summaries of certain provisions of the Indentures do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indentures (as they may be amended or supplemented from time
to time), including the definitions therein of certain terms capitalized in this
Prospectus. 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
herein or therein by reference.
GENERAL
The Debt Securities will be unsecured obligations of Protective Life. The
Senior Debt Securities will be unsecured and will rank PARI PASSU with all other
unsecured and unsubordinated obligations of Protective Life. 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 Senior
Indebtedness of Protective Life. See "-- Subordination under the Subordinated
Indenture". The Indentures do not limit the aggregate amount of Debt Securities
which may be issued thereunder. 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 Life.
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including: (1) the title of such Debt
Securities; (2) any limit upon the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of and premium, if any,
on such Debt Securities will mature or the method of determining such date or
dates; (4) the rate or rates (which may be fixed or variable) at which such Debt
Securities will bear interest, if any, or the method of calculating such rate or
rates; (5) the date or dates from which interest, if any, will accrue or the
method by which such date or dates will be determined; (6) the date or dates on
which interest, if any, will be payable and the record date or dates therefor;
(7) the place or places where principal of, premium, if any, and interest, if
any, on such Debt Securities will be payable; (8) the period or periods within
which, the price or prices at which, the
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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 Life; (9) the obligation, if any, of
Protective Life to redeem or purchase such Debt Securities pursuant to any
sinking fund or analogous provisions or upon the happening of a specified event
or at the option of a Holder thereof and the period or periods within which, the
price or prices at which and the other terms and conditions upon which, such
Debt Securities shall be redeemed or purchased, in whole or in part, pursuant to
such obligations; (10) the denominations in which such Debt Securities are
authorized to be issued; (11) 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 Life 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; (12) 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; (13) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities which will be payable upon declaration
of the acceleration of the maturity thereof or the method by which such portion
shall be determined; (14) if the principal amount payable at the Stated Maturity
of any of such Debt Securities will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof 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); (15) 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; (16) any addition to, or modification
or deletion of, any Event of Default or any covenant of Protective Life
specified in the Indenture with respect to such Debt Securities; (17) the
application, if any, of such means of defeasance or covenant defeasance as may
be specified for such Debt Securities; (18) 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; (19) in the case of the Subordinated Indenture, the
terms, if any, upon which such Debt Securities may be converted or exchanged, at
the option of the holders thereof, into or for Common Stock of Protective Life
or other securities or property; and (20) 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 special restrictions and
considerations, including special offering restrictions and special federal
income tax considerations, applicable to any such Debt Securities and to payment
on and transfer and exchange of such Debt Securities will be described in the
applicable Prospectus Supplement. 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. Certain federal income tax consequences and
special considerations applicable to any such Debt Securities will be described
in the applicable Prospectus Supplement.
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 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 units will be set forth in the applicable Prospectus
Supplement.
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If any index is used to determine the amount of payments of principal of,
premium, if any, or interest on any series of Debt Securities, special federal
income tax, accounting and other considerations applicable thereto will be
described in the applicable Prospectus Supplement.
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 Life 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 Life maintained for that purpose as Protective
Life may designate from time to time, except that, at the option of Protective
Life, interest payments, if any, on Debt Securities in registered form may be
made (i) by checks mailed to the holders of Debt Securities entitled thereto at
their registered addresses or (ii) by wire transfer to an account maintained by
the person entitled thereto 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 in respect of 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 such paying agencies outside the United
States as Protective Life may appoint from time to time. The paying agents
outside the United States initially appointed by Protective Life for a series of
Debt Securities will be named in the Prospectus Supplement. Protective Life may
at any time designate additional paying agents or rescind the designation of any
paying agents, except that, if Debt Securities of a series are issuable as
Registered Securities, Protective Life will be required to maintain at least one
paying agent in each Place of Payment for such series and, if Debt Securities of
a series are issuable as Bearer Securities, Protective Life 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 appertaining thereto may be
presented and surrendered for payment. (Section 9.2 of each Indenture.)
All moneys paid by Protective Life to the Trustee 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 after such principal, premium or
interest has become due and payable will be repaid to Protective Life, and the
Holder of such Security thereafter may look only to Protective Life for payment
thereof. (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
of Protective Life maintained for such purpose as designated by Protective Life
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 the
form of one or more fully registered global securities (a "Registered Global
Security"). Each Registered Global Security will be registered in the name of a
depository (the "Depository") or a nominee for the Depository identified in the
applicable Prospectus Supplement, will be deposited with such Depository or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to each Indenture. In
such a case, one or more Registered Global 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 Registered Global 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
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form, a Registered Global Security may not be transferred or exchanged except as
a whole by the Depository for such Registered Global Security to a nominee of
such Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository for such series or a nominee of such successor Depository
and except in the circumstances described in the applicable Prospectus
Supplement. (Section 3.5 of each Indenture.)
The specific terms of the depository arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global Security
will be described in the applicable Prospectus Supplement. Protective Life
expects that the following provisions will apply to depository arrangements.
Upon the issuance of any Registered Global Security, and the deposit of such
Registered Global Security with or on behalf of the Depository for such
Registered Global Security, the Depository will credit, on its book-entry
registration and transfer system, the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts of
institutions ("participants") that have accounts with the Depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of such Debt Securities or by Protective
Life, if such Debt Securities are offered and sold directly by Protective Life.
Ownership of beneficial interests in a Registered Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such Registered Global
Security will be shown on, and the transfer of such beneficial interests will be
effected only through, records maintained by the Depository for such Registered
Global Security or by its nominee. Ownership of beneficial interests in such
Registered Global Security by persons that hold through participants will be
shown on, and the transfer of such beneficial interests within such participants
will be effected only through, records maintained by such participants. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Registered Global Securities.
So long as the Depository for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depository or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security 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 such Registered Global Security will not be
entitled to have Debt Securities of the series represented by such Registered
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities of such series in certificated form
and will not be considered the holders thereof for any purposes under the
relevant Indenture. (Section 3.5 of each Indenture.)
Ownership of beneficial interests in a Global Security will be limited to
participants and to persons that may hold beneficial interests through
participants. Accordingly, each person owning a beneficial interest in such
Registered Global 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 Life understands that, under
existing industry practices, if Protective Life requests any action of holders
or any owner of a beneficial interest in such Registered Global 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.
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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 Registered Global Security registered in the name of
a Depository or its nominee will be made to such Depository or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
Protective Life expects that the Depository for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Registered Global Security as shown on the
records of such Depository. Protective Life also expects that payments by
participants to owners of beneficial interests in such Registered Global
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 Registered
Global Security may be subject to various policies and procedures adopted by the
Depository from time to time. None of Protective Life, the respective Trustees
or any agent of Protective Life or the respective Trustees shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests of a Registered Global
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 represented by a Registered Global Security
notifies Protective Life that it is unwilling or unable to continue as
Depository and a successor Depository is not appointed by Protective Life within
90 days, Protective Life will issue such Debt Securities in definitive
certificated form in exchange for such Registered Global Security. In addition,
Protective Life may at any time and in its sole discretion determine not to have
any of the Debt Securities of a series represented by one or more Registered
Global Securities and, in such event, will issue Debt Securities of such series
in definitive certificated form in exchange for all of the Registered Global
Security or 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 (a "Bearer Global Security")
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 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 will be
described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE BY PROTECTIVE LIFE
Protective Life shall not consolidate with or merge into any other
corporation or sell its assets substantially as an entirety, unless (i) the
corporation formed by such consolidation or into which Protective Life is merged
or the corporation which acquires its assets is organized in the United States
and expressly assumes all of the obligations of Protective Life under each
Indenture, (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have happened and be continuing and (iii) if, as a
result of such transaction, properties or assets of Protective Life would become
subject to a mortgage, pledge, lien, security interest or other encumbrance not
permitted by the Debt Securities of any series, Protective Life 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 Life is merged or to which such sale is made, shall succeed to, and
be substituted for Protective Life 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 specified therein
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
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principal amount of all of the outstanding Debt Securities of that series, by
written notice to Protective Life (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 (provided, with respect to any Debt Securities
(including Subordinated Debentures) issued under the Subordinated Indenture,
that 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.)
Except as otherwise provided in a Prospectus Supplement relating to the Debt
Securities of a particular series, Events of Default with respect to Debt
Securities of any series are defined in each Indenture as being: (a) default for
30 days in payment of any interest on any Debt Security of that series or any
coupon appertaining thereto or any additional amount payable with respect to
Debt Securities of such series as specified in the applicable Prospectus
Supplement when due; (b) 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; (c) default for 60
days after notice to Protective Life 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; (d) default in payment of principal relating to
indebtedness of Protective Life 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 Life 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 Life
by the Trustee or to Protective Life and the 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 (e) certain events of bankruptcy, insolvency or reorganization of
Protective Life or Protective Life Insurance. (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, if so added, will be described in the applicable
Prospectus Supplement. (Sections 3.1 and 5.1(7) of each Indenture.)
Each Indenture provides that the 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 shall have been cured or waived; PROVIDED that
except in the case of a Default in payment on the Debt Securities of that
series, the Trustee may withhold the notice if and so long as the board of
directors of Protective Life, 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 Life will file annually
with the Trustee a certificate as to Protective Life's compliance with all
conditions and covenants of such Indenture. (Section 9.6 of each Indenture.)
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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 Life and the
Trustee to enter into one or more supplemental indentures without the consent of
the holders of any of the Debt Securities in order (i) to evidence the
succession of another corporation to Protective Life and the assumption of the
covenants of Protective Life by a successor to Protective Life; (ii) to add to
the covenants of Protective Life or surrender any right or power of Protective
Life; (iii) to add additional Events of Default with respect to any series of
Debt Securities; (iv) to add or change any provisions to such extent as
necessary to permit or facilitate the issuance of Debt Securities in bearer
form; (v) to change or eliminate any provision affecting only Debt Securities
not yet issued; (vi) to secure the Debt Securities; (vii) to establish the form
or terms of Debt Securities; (viii) to evidence and provide for successor
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; (ix) if allowed without penalty under
applicable laws and regulations, to permit payment in respect of Debt Securities
in bearer form in the United States; (x) 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
(xi) 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 Life and the
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: (i) change the time for payment of
principal or premium, if any, or interest on any Debt Security; (ii) 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; (iii) reduce the interest rate, the amount of
principal or the amount of premium, if any, payable upon the redemption of any
Debt Security; (iv) reduce the amount of principal payable upon acceleration of
the maturity of any Original Issue Discount or Indexed Security; (v) change the
currency or currency unit in which any Debt Security or any premium or interest
thereon is payable; (vi) impair the right to institute suit for the enforcement
of any payment on or with respect to any Debt Security; (vii) 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; (viii) change the obligation of
Protective Life to maintain an office or agency in the places and for the
purposes specified in such Indenture; (ix) 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 (x) modify the provisions relating to waiver of
certain defaults or any of the foregoing provisions. (Section 8.2 of each
Indenture.)
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SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the Subordinated Indenture, Protective Life has covenanted and agreed
that any Subordinated Debt Securities (including Subordinated Debentures) issued
thereunder are subordinate and junior in right of payment to all 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 (i) all indebtedness of Protective Life,
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, (ii)
any indebtedness of others of the kinds described in the preceding clause (i)
for the payment of which Protective Life is responsible or liable as guarantor
or otherwise and (iii) 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.
If (i) Protective Life defaults in the payment of any principal, or premium,
if any, or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or declaration or
otherwise or (ii) an event of default occurs with respect to any Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof
and written notice of such event of default (requesting that payments on
Subordinated Debt Securities cease) is given to Protective Life by the holders
of Senior Indebtedness, then unless and until such default in payment or event
of default shall have been cured or waived or shall have ceased to exist, 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.
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to Protective Life, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding-up of Protective Life, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by Protective Life for the benefit of creditors or (iv) any
other marshalling of the assets of Protective Life, all 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 Life on account of Subordinated Debt
Securities. In any such event, any payment or distribution, whether in cash,
securities or other property (other than securities of Protective Life or any
other corporation provided for by a plan of reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in the
subordination provisions of the Subordinated Indenture with respect to the
indebtedness evidenced by Subordinated Debt Securities, to the payment of all
Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for the subordination provisions) be payable or deliverable
in respect of Subordinated Debt Securities (including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of Protective Life being subordinated to the payment of
Subordinated Debt Securities) shall be paid or delivered directly to the holders
of Senior Indebtedness, or to their representative or trustee, in accordance
with the priorities then existing among such holders until all Senior
Indebtedness shall have been paid in full. No present or future holder of any
Senior Indebtedness shall be prejudiced in the right to enforce subordination of
the indebtedness evidenced by Subordinated Debt Securities by any act or failure
to act on the part of Protective Life.
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Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Indebtedness then outstanding. Upon the payment in
full of all Senior Indebtedness, the holders of Subordinated Debt Securities
shall be subrogated to all the rights of any holders of Senior Indebtedness to
receive any further payments or distributions applicable to the Senior
Indebtedness until all Subordinated Debt Securities shall have been paid in
full, and such payments or distributions received by any holder of Subordinated
Debt Securities, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between Protective Life and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the holders of Subordinated
Debt Securities, on the other, be deemed to be a payment by Protective Life on
account of Senior Indebtedness, and not on account of Subordinated Debt
Securities.
The Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Subordinated Debt
Securities, may be changed prior to such issuance. Any such change would be
described in the Prospectus Supplement relating to such Subordinated Debt
Securities.
The Subordinated Indenture places no limitation on the amount of additional
Senior Indebtedness that may be incurred by Protective Life. Protective Life
expects from time to time to incur additional indebtedness constituting Senior
Indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable Prospectus Supplement, Protective Life may
elect either (i) 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 (ii) 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 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 Life must deliver to the
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 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 clause (i) 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 (x) delivery by Protective Life to the 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, (y) 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 (z) 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
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Subordinated Indenture" above, would prevent Protective Life from making
payments of principal of (and premium, if any) and interest on Subordinated Debt
Securities and coupons appertaining thereto at the date of the irrevocable
deposit referred to above. (Section 4.6 of the Subordinated Indenture.)
Protective Life may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If Protective Life exercises its defeasance option, payment of such Debt
Securities may not be accelerated because of an Event of Default. If Protective
Life 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.
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. (Section 1.6
of each Indenture)
TITLE
Protective Life, the Trustee and any agent of Protective Life or the 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 TRUSTEES
The Bank of New York is the Trustee under the Senior Indenture. AmSouth Bank
is the Trustee under the Subordinated Indenture. Protective Life may also
maintain banking and other commercial relationships with each of the Trustees
and their affiliates in the ordinary course of business. The Indentures contain
certain limitations on the right of each Trustee, should it become a creditor of
Protective Life, 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. Each Trustee 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 LIFE
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of Protective Life is 84,000,000 shares,
consisting of:
(a) 3,850,000 shares of Preferred Stock, par value $1.00 per share, of
which no shares were outstanding as of June 30, 1994;
(b) 150,000 shares of Junior Participating Cumulative Preferred Stock,
par value $1.00 per share (the "Junior Preferred Stock"), of which no shares
were outstanding as of June 30, 1994; and
(c) 80,000,000 shares of Common Stock, par value $.50 per share (the
"Common Stock"), of which 13,698,752 shares (as well as the same number of
Preferred Share Purchase Rights ("Rights") to purchase shares of Junior
Preferred Stock pursuant to the Rights Agreement, dated July 13, 1987 (the
"Rights Agreement"), between Protective Life and AmSouth Bank, as Rights
Agent) were outstanding as of June 30, 1994.
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In general, the classes of authorized capital stock are afforded preferences
with respect to dividends and liquidation rights in the order listed above. The
Board of Directors of Protective Life is empowered, without approval of the
stockholders, to cause the Preferred Stock to be issued in one or more series,
with the numbers of shares of each series and the rights, preferences and
limitations of each series to be determined by it. The specific matters that may
be determined by the Board of Directors include the dividend rights, conversion
rights, redemption rights and liquidation preferences, if any, of any wholly
unissued series of Preferred Stock (or of the entire class of Preferred Stock if
none of such shares have been issued), the number of shares constituting any
such series and the terms and conditions of the issue thereof. The descriptions
set forth below do not purport to be complete and are qualified in their
entirety by reference to the (i) Restated Certificate of Incorporation of
Protective Life, as amended (the "Restated Certificate of Incorporation"), (ii)
the By-laws of Protective Life and (iii) the Rights Agreement, copies of each of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part.
No holders of any class of Protective Life's capital stock are entitled to
preemptive rights.
DESCRIPTION OF PREFERRED STOCK OF PROTECTIVE LIFE
The particular terms of any series of Preferred Stock offered hereby
("Offered Preferred Stock") will be set forth in the Prospectus Supplement
relating thereto. The rights, preferences, privileges and restrictions,
including dividend rights, voting rights, terms of redemption and liquidation
preferences, of the Offered 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 Offered 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 LIFE
GENERAL
Subject to the rights of the holders of any shares of Preferred Stock which
may at the time be outstanding, holders of Common Stock are entitled to such
dividends as the Board of Directors may declare out of funds legally available
therefor. The holders of Common Stock will possess exclusive voting rights in
Protective Life, except to the extent the Board of Directors specifies voting
power with respect to any Preferred Stock issued. Except as hereinafter
described, holders of Common Stock are entitled to one vote for each share of
Common Stock, but will not have any right to cumulate votes in the election of
directors. In the event of liquidation, dissolution or winding up of Protective
Life, the holders of Common Stock are entitled to receive, after payment of all
of Protective Life's debts and liabilities and of all sums to which holders of
any Preferred Stock may be entitled, the distribution of any remaining assets of
Protective Life. Holders of Common Stock will not be entitled to preemptive
rights with respect to any shares which may be issued. Any shares of Common
Stock sold hereunder will be fully paid and non-assessable. AmSouth Bank of
Birmingham, Alabama is the registrar and transfer agent for the Common Stock.
The Common Stock is listed on the New York Stock Exchange under the symbol "PL."
CERTAIN PROVISIONS
The provisions of Protective Life's Restated Certificate of Incorporation
that are summarized below may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider to be in such stockholder's best interests, including those
attempts that might result in a premium over the market price for the shares
held by stockholders.
ISSUANCE OF PREFERRED STOCK. Pursuant to the Restated Certificate of
Incorporation, the Board of Directors by resolution may establish one or more
series of Preferred Stock having such number of shares, designation, relative
voting rights, dividend rights, dividend rates, liquidation and other rights,
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preferences and limitations as may be fixed by the Board of Directors without
any further stockholder approval. Such rights, preferences, privileges and
limitations as may be established could have the effect of impeding or
discouraging the acquisition of control of Protective Life.
BUSINESS COMBINATIONS. Protective Life's Restated Certificate of
Incorporation contains a "fair price" provision which generally requires that
certain "Business Combinations" with a "Related Person" (generally the
beneficial owner of at least 20 percent of Protective Life's voting stock) be
approved by the holders of at least 80 percent of Protective Life's voting stock
and the holders of at least 67 percent of the voting stock held by stockholders
other than such Related Person, unless (a) the transaction is approved by at
least a majority of the "Continuing Directors" of Protective Life, or (b) the
Business Combination is either a "Reorganization" or a Business Combination in
which Protective Life is the surviving corporation and, in either event, the
cash or fair market value of the property, securities or other consideration to
be received per share as a result of the Business Combination by holders of the
Common Stock of Protective Life other than the Related Person is not less than
the highest per share price (with appropriate adjustments for recapitalizations
and for stock splits, stock dividends and like distributions) paid by such
Related Person in acquiring any holdings of Protective Life's Common Stock
either in or subsequent to the transaction or series of transactions by reason
of which the Related Person became a Related Person. Protective Life's Restated
Certificate of Incorporation defines "Business Combination" as (i) any
Reorganization of Protective Life or a subsidiary of Protective Life, (ii) any
sale, lease, exchange, transfer or other disposition, including without
limitation a pledge, mortgage or any other security device, of all or any
"Substantial Part" of the assets either of Protective Life or of a subsidiary of
Protective Life, (iii) any sale, lease, exchange, transfer or other disposition
of all or any "Substantial Part" of the assets of an entity to Protective Life
or a subsidiary of Protective Life, (iv) the issuance of any securities of
Protective Life or any subsidiary of Protective Life 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, (v) any recapitalization or reclassification
of Protective Life's securities (including any reverse stock split) that would
have the effect of increasing the voting power of an entity and (vi) any
agreement, contract, plan or other arrangement providing for any of the
transactions described in the definition of Business Transaction. "Continuing
Director" is defined to mean a director who was a member of the Board of
Directors of Protective Life immediately prior to the time such Related Person
became a Related Person. "Substantial Part" is defined as more than 20 percent
of the fair market value of the total assets of the corporation in question, as
determined in good faith by a majority of the Continuing Directors as of the end
of its most recent fiscal year ending prior to the time the determination is
being made. "Reorganization" is defined to mean a merger, consolidation, plan of
exchange, sale of all or substantially all of the assets (including, as pertains
to a subsidiary of Protective Life, bulk reinsurance or cession of substantially
all of its policies and contracts) or other form of corporate reorganization
pursuant to which shares of voting stock, or other securities of the subject
corporation, are to be converted or exchanged into cash or other property,
securities or other consideration. Under the Restated Certificate of
Incorporation, the amendment of, repeal of or adoption of any provision
inconsistent with provisions of the Restated Certificate of Incorporation
relating to Business Combinations with a Related Person requires the affirmative
vote of the holders of at least 80 percent of Protective Life's voting stock and
the holders of at least 67 percent of Protective Life's voting stock held by
holders other than such Related Person.
SHARE PURCHASE RIGHTS PLAN
On July 13, 1987, the Board of Directors of Protective Life declared a
dividend distribution of one Right for each outstanding share of Common Stock.
The distribution was payable on July 28, 1987 to the shareholders of record on
that date. Each Right entitles the registered holder to purchase from Protective
Life one one-hundredth of a share of Junior Preferred Stock at a price of $52
per one one-hundredth of a share of Junior Preferred Stock (the "Purchase
Price"), subject to adjustment.
Until the earlier to occur of (i) ten days following the time of a public
announcement or notice to Protective Life that a person or group of affiliated
or associated persons (an "Acquiring Person") acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding
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Common Stock of Protective Life (the "Stock Acquisition Time") or (ii) ten days
following the commencement or announcement of an intention to make a tender
offer or exchange offer which, if successful, would cause the bidder to own 30%
or more of the outstanding Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of July 28, 1987, by such Common
Stock certificate with a copy of a "Summary of Rights" attached thereto. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after July 28, 1987, 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
July 28, 1987, even without a copy of a "Summary of Rights" attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 28, 1997, unless earlier redeemed by Protective Life as described
below or extended.
The Purchase Price payable, and the number and kind of shares of Junior
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Junior Preferred Stock, (ii) upon the grant to holders
of Junior Preferred Stock of certain rights, options or warrants to subscribe
for or purchase Junior Preferred Stock or convertible securities at less than
the current market price of Junior Preferred Stock or (iii) upon the
distribution to holders of Junior Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends 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 subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Stock.
In the event that after the Stock Acquisition Time, Protective Life is
acquired in a merger or other business combination transaction or more than 50%
of its assets or earning power is sold, proper provision shall be made so that
each holder of a Right (other than the Acquiring Person) shall thereafter have
the right to receive, upon the exercise thereof at the then-current exercise
price of the Right, 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 Life were
the surviving corporation in a merger and its Common Stock was not changed or
exchanged, or in the event that an Acquiring Person engages in one of a number
of self-dealing transactions specified in the Rights Agreement, 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 (or, in certain circumstances, a combination of cash, other
property, Preferred Stock, Common Stock and/or other securities) having a market
value of two times the exercise price of the Right.
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 fractions of Rights or fractional shares will be issued
(other than fractional shares which are integral multiples of one one-hundredth
of a share of Junior Preferred Stock which may, upon the election of Protective
Life, be evidenced by depository receipts) and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Rights or Junior Preferred
Stock, as the case may be, on the last trading date of exercise.
At any time prior to the earlier of ten business days following public
announcement or notice to Protective Life that a person or group of affiliated
or associated persons has acquired beneficial
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ownership of 20% or more of the outstanding shares of Common Stock and July 28,
1997, Protective Life may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). After such redemption period
has expired, Protective Life's right of redemption may be reinstated if an
Acquiring Person reduces his beneficial ownership to 5% or less of the
outstanding shares of Common Stock. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 Redemption Price
per Right.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of Protective Life, other than rights resulting from such
holder's ownership of shares of Common Stock, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to Protective Life, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of
Protective Life or for common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement can be amended by the Board of Directors
of Protective Life (after the Stock Acquisition Time, only with the approval of
a majority of the Continuing Directors) in any respect whatsoever up until the
close of business on the tenth business day following the Stock Acquisition
Time, and thereafter in certain respects which do not adversely affect the
interests of holders of Right Certificates (other than an Acquiring Person or
its affiliates of associates).
For purposes of the Rights Agreement, the term "Continuing Director" means
any member of the Board of Directors of Protective Life who was a member of the
Board prior to the Stock Acquisition Time, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Protective
Life in a manner which causes the Rights to become exercisable unless the offer
is conditioned on substantially all the Rights being acquired. This potential
dilution may have the effect of delaying, deferring or discouraging attempts to
acquire control of Protective Life which are not approved by Protective Life's
Board of Directors. However, the Rights should not interfere with any merger or
other business combination approved by Protective Life's Board of Directors.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the complete terms of the Rights as set forth in the
Rights Agreement. The Rights Agreement is incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part. A copy
of the Rights Agreement can be obtained as described under "Available
Information".
DESCRIPTION OF JUNIOR PREFERRED STOCK
GENERAL. In connection with the Rights Agreement, 150,000 shares of Junior
Preferred Stock have been reserved and authorized for issuance by the Board of
Directors of Protective Life. No shares of Junior Preferred Stock are
outstanding as of the date of this Prospectus. The following statements with
respect to the Junior Preferred Stock do not purport to be complete and are
subject to the detailed provisions of the Restated Certificate of Incorporation
and the certificate of designation relating to the Junior Preferred Stock (the
"Certificate of Designation"), which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.
RANKING. The Junior Preferred Stock shall rank junior to all other series
of Protective Life's Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.
DIVIDENDS AND DISTRIBUTIONS. Subject to the prior and superior rights of
the holders of any share of any series of Preferred Stock ranking prior to and
superior to the shares of Junior Preferred Stock with
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respect to dividends, the holders of shares of Junior Preferred Stock, in
preference to the holders of Common Stock and of any other junior stock which
may be outstanding, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for that purpose,
quarterly dividends payable in cash on the first day of January, April, July and
October in each year (each such date being referred to herein as "Quarterly
Dividend Payment Date") commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Junior Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $2.50 per share ($10.00 per annum) or (b) (subject to adjustment upon
certain dilutive events) 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Junior Preferred Stock.
Protective Life shall declare a dividend or distribution on the Junior
Preferred Stock immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $2.50 per
share ($10.00 per annum) on the Junior Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
VOTING RIGHTS. The holders of shares of Junior Preferred Stock shall have
the following voting rights: (a) subject to adjustment upon certain dilutive
events, each share of Junior Preferred Stock shall entitle the holder thereof to
100 votes (and each one one-hundredth of a share of Junior Preferred Stock shall
entitle the holder thereof to one vote) on all matters submitted to a vote of
the stockholders of Protective Life; (b) except as otherwise provided by the
Certificate of Designation, the Restated Certificate of Incorporation, any other
certificate of designation creating a series of preferred stock or any similar
stock or by law, the holders of shares of Junior Preferred Stock and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of Protective Life; and (c) except as
provided in the Certificate of Designation or by applicable law, holders of
Junior Preferred Stock shall have no special voting rights and their consent
shall not be required for authorizing or taking any corporate action.
LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or
otherwise), dissolution or winding up of Protective Life, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Junior Preferred Stock
unless, prior thereto, the holders of shares of Junior Preferred Stock shall
have received the higher of (i) $100 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) an aggregate amount per share, subject to
adjustment upon certain dilutive events, equal to 100 times the aggregate amount
to be distributed per share to holders of Common Stock; nor shall any
distribution be made to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with the Junior
Preferred Stock, except distributions made ratably on the Junior Preferred Stock
and all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding-up.
CONSOLIDATION, MERGER, ETC. In case Protective Life shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, or otherwise changed, then in any such case, each
share of Junior Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share (subject to adjustment upon certain dilutive
events) equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.
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CERTAIN RESTRICTIONS. Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Junior Preferred Stock outstanding shall have been paid
in full, Protective Life shall not: (i) declare or pay dividends on, or make any
other distributions on any shares or stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding-up) to the Junior
Preferred Stock; (ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Junior Preferred Stock except
dividends paid ratably on the Junior Preferred Stock, and all such parity stock
on which the dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled; (iii) redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or
winding-up) with the Junior Preferred Stock, provided that Protective Life may
at any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of Protective Life ranking junior
(either as to dividends or upon liquidation, dissolution or winding-up) to the
Junior Preferred Stock; or (iv) purchase or otherwise acquire for consideration
any shares of Junior Preferred Stock, or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding-up) with the
Junior Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series or classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes. Protective Life shall not permit any subsidiary of Protective Life to
purchase or otherwise acquire for consideration any shares of stock of
Protective Life unless Protective Life could, in accordance with the foregoing
restrictions, purchase or otherwise acquire such shares at such time and in such
manner.
REDEMPTION. The shares of Junior Preferred Stock are not redeemable.
CERTAIN LIMITATIONS ON DIVIDENDS AND OTHER PAYMENTS
Under the terms of the 9% Subordinated Debentures, Series A of Protective
Life (the "Series A Subordinated Debentures"), so long as Protective Life is not
in default in the payment of interest on the Series A Subordinated Debentures,
Protective Life has the right at any time to extend the interest payment period
to the next interest payment date by a period (not to exceed 60 months from the
last date on which interest was paid in full). 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 Life -- Events of Default, Notice and Certain Rights on
Default") under the Series A Subordinated Debentures, Protective Life is
prohibited from paying any dividends on, or redeeming, purchasing, acquiring or
making a liquidation payment with respect to, any of its shares of capital stock
or make any guarantee payments with respect to the foregoing (other than (a)
redemptions or purchases pursuant to the Rights Agreement or any successor plan
to the share purchase plan established pursuant to such Rights Agreement and (b)
payments under any guarantee of the Series A Preferred Securities or other
Preferred Securities ranking PARI PASSU with the Series A Preferred Securities).
DESCRIPTION OF PREFERRED SECURITIES OF PLC CAPITAL
The issued capital of PLC Capital consists of one Class A Interest, which is
owned by Protective Life, one Class B Interest, which is owned by a wholly-owned
subsidiary of Protective Life, and $55,000,000 in aggregate principal amount of
Series A Preferred Securities which are listed on the New York Stock Exchange
under the trading symbol "PL Pr M."
PLC Capital is authorized to issue from time to time Preferred Securities in
one or more series, with such dividend rights, liquidation preferences,
redemption provisions, voting rights and other rights, powers and duties as
shall be established by the L.L.C. Agreement and written actions (the "Actions")
taken, or to be taken, by the Managing Member establishing such rights, powers
and duties (which
20
<PAGE>
Actions, when taken, constitute an amendment and supplement to, and become a
part of, the L.L.C. Agreement). The L.L.C. Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
a copy of the Action relating to Preferred Securities of any series will be
filed with the Commission at or prior to the time of the sale of the Preferred
Securities of such series. Preferred Securities will be issued in registered
form only.
The Managing Member is authorized, subject to the provisions of the L.L.C.
Agreement, to establish by Actions for each series of Preferred Securities, and
the applicable Prospectus Supplement shall set forth with respect to such
series: (i) the maximum number of Preferred Securities to constitute such series
and the distinctive designation thereof; (ii) the dividend rate, the conditions
and dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class of
Membership Securities or on any other series of Preferred Securities, and
whether such dividends shall be cumulative or noncumulative; (iii) whether the
Preferred Securities of such series shall be subject to redemption, and, if so,
the times, prices and other terms and conditions thereof; (iv) the rights of the
holders of Preferred Securities of such series upon the dissolution, liquidation
or winding-up of PLC Capital; (v) whether the Preferred Securities of such
series shall be subject to a retirement or sinking fund, and, if so, the extent,
terms and provisions relative to the operation thereof; (vi) whether the
Preferred Securities of any series shall be convertible into, or exchangeable
for, Membership Securities of any other class or series or securities of any
other kind, including securities issued by Protective Life or any of its
affiliates, and, if so, the price or rate of conversion or exchange and any
method of adjusting the same; (vii) the limitations and restrictions, if any, to
be applicable while any Preferred Securities of such series are outstanding upon
the payment of dividends or making of other distributions on, and upon the
purchase, redemption or other acquisition by PLC Capital of, Common Securities
or any other class of Membership Securities or any other series of Preferred
Securities ranking junior to the Preferred Securities of such series either as
to dividends or upon liquidation; (viii) the conditions or restrictions, if any,
upon the creation of indebtedness of PLC Capital or upon the issue of any
additional Membership Securities (including additional Preferred Securities of
such series or of any other series) ranking on a parity with or prior to the
Preferred Securities of such series as to dividends or distributions of assets
upon liquidation; (ix) the voting rights, if any, of Preferred Securities of
such series; and (x) any other relative rights, powers and duties as shall not
be inconsistent with the L.L.C. Agreement. In connection with the foregoing the
Managing Member is authorized to take any action, including amendment of the
L.L.C. Agreement, without the vote or approval of any holder of Preferred
Securities (other than the requisite vote or approval, if any, of holders of any
outstanding series of Preferred Securities to the extent provided in the Action
relating to such series), including any Action to create under the provisions of
the L.L.C. Agreement a class (or series of a class) or group of Membership
Securities that was not previously outstanding.
All Preferred Securities of any one series shall be identical with each
other in all respects, except that Preferred Securities of any one series issued
at different times may differ as to the dates from which dividends, if any,
thereon shall be cumulative. All series of Preferred Securities shall rank
equally and be identical in all respects, except as permitted by the L.L.C.
Agreement provisions summarized in the preceding paragraph, and all Preferred
Securities shall rank senior to the Common Securities both as to dividends and
upon liquidation. The Common Securities are also subject to all the rights,
powers and duties of the Preferred Securities as are established in the L.L.C.
Agreement and as shall be established in any Actions of the Managing Member
pursuant to the authority summarized in the preceding paragraph.
DESCRIPTION OF CERTAIN CONTRACTUAL BACK-UP OBLIGATIONS OF PROTECTIVE LIFE
THE GUARANTEE OF CERTAIN PAYMENTS
Protective Life, by an irrevocable and unconditional subordinated guarantee
(the "Guarantee"), will agree, to the limited extent set forth herein and in the
related Prospectus Supplement, to pay in full, to the holders of Preferred
Securities of any series, the Guarantee Payments (as defined below), as and when
due, regardless of any defense, right of set-off or counterclaim which PLC
Capital may have or assert.
21
<PAGE>
The Guarantee will constitute a guarantee of payment and may be enforced by
holders of Preferred Securities directly against Protective Life. The following
payments to the extent not made by PLC Capital (the "Guarantee Payments") will
be subject to the Guarantee (without duplication): (i) any accumulated and
unpaid dividends which have theretofore been declared on the Preferred
Securities of such series out of funds held by PLC Capital and legally available
therefor; (ii) the redemption price (including all accumulated and unpaid
dividends whether or not declared) payable, out of funds held by PLC Capital and
legally available therefor, with respect to any Preferred Securities of such
series called for redemption by PLC Capital; and (iii) in the event of any
dissolution, liquidation or winding-up of PLC Capital, the lesser of (a) the
aggregate of the liquidation preference of the Preferred Securities of such
series and all accumulated and unpaid dividends (whether or not declared) to the
date of payment and (b) the amount of remaining assets of PLC Capital legally
available to holders of Preferred Securities of such series. In addition,
Protective Life will unconditionally and irrevocably guarantee, in the event of
any exchange by PLC Capital of Preferred Securities for Subordinated Debentures
(to the extent permitted by the Action for such Preferred Securities), delivery
of certificates representing the proper amount of such Subordinated Debentures
in conformity with the Action for such series. Protective Life's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by Protective Life to the holders of Preferred Securities of such series
or by causing PLC Capital to pay such amounts to such holders. The Prospectus
Supplement relating to a series of Preferred Securities will describe any
additional covenants or other terms of the Guarantee with respect to such
series. The Guarantee will rank PARI PASSU with Subordinated Debentures and,
accordingly, will be subordinate and junior in right of payment to all Senior
Indebtedness in a manner identical to that described under "Description of Debt
Securities of Protective Life -- Subordination under the Subordinated
Indenture."
THE GUARANTEE IS NOT A GUARANTEE THAT ANY PARTICULAR DIVIDEND OR AMOUNT ON
LIQUIDATION, DISSOLUTION OR WINDING UP WILL BE PAID; RATHER, THE GUARANTEE IS
SOLELY A GUARANTEE OF PAYMENT OF DIVIDENDS, IF ANY, THAT ARE IN FACT DECLARED
OUT OF FUNDS HELD BY PLC CAPITAL AND LEGALLY AVAILABLE THEREFOR, OF THE
REDEMPTION PRICE PAYABLE, OUT OF FUNDS HELD BY PLC CAPITAL AND LEGALLY AVAILABLE
THEREFOR, WITH RESPECT TO THE PREFERRED SECURITIES OF ANY SERIES CALLED FOR
REDEMPTION BY PLC CAPITAL AND OF AMOUNTS, IF ANY, AVAILABLE FOR DISTRIBUTION TO
THE HOLDERS OF THE PREFERRED SECURITIES OF ANY SERIES UPON LIQUIDATION,
DISSOLUTION OR WINDING UP AFTER SATISFACTION OF ALL CREDITORS OF PLC CAPITAL.
SUBORDINATED DEBENTURES
Protective Life will issue Subordinated Debentures to PLC Capital to
evidence the loans to be made by PLC Capital of the proceeds of (i) Preferred
Securities of each series and (ii) Common Securities and related capital
contributions ("Common Securities Payments"). See "Description of Debt
Securities of Protective Life" for a summary of the material provisions of the
Subordinated Indenture, under which the Subordinated Debentures will be issued.
References to provisions of the Subordinated Indenture in this Prospectus and in
the relevant Prospectus Supplement are qualified in their entirety by reference
to the text of the Subordinated Indenture, a form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part. The
aggregate dollar amount of the Subordinated Debentures relating to Preferred
Securities of any series will be set forth in the Prospectus Supplement for such
series and will equal the aggregate liquidation preference of the Preferred
Securities of such series, together with the related Common Securities Payments.
PLAN OF DISTRIBUTION
Protective Life may sell any of the Debt Securities, Preferred Stock and
Common Stock, and PLC Capital may sell any of the Preferred Securities, being
offered hereby in any one or more of the following ways from time to time: (i)
through agents; (ii) to or through underwriters; (iii) through dealers; and (iv)
directly by Protective Life or PLC Capital, as the case may be, to purchasers.
The distribution of the Offered 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.
22
<PAGE>
Offers to purchase Offered Securities may be solicited by agents designated
by Protective Life or PLC Capital, as the case may be, from time to time. Any
such agent involved in the offer or sale of the Offered Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable by
Protective Life or PLC Capital to such agent will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a reasonable best efforts basis for
the period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the Offered
Securities so offered and sold.
If Offered Securities are sold by means of an underwritten offering,
Protective Life and/or PLC Capital will execute an underwriting agreement with
an underwriter or underwriters at the time an agreement for such sale is
reached, and the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement which will be
used by the underwriters to make resales of the Offered Securities in respect of
which this Prospectus is delivered to the public. If underwriters are utilized
in the sale of the Offered Securities in respect of which this Prospectus is
delivered, the Offered 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. Offered 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 Offered 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 with respect to a sale of
Offered Securities will be obligated to purchase all such Offered Securities if
any are purchased.
If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, Protective Life or PLC Capital, as the case
may be, will sell such Offered Securities to the dealer as principal. The dealer
may then resell such Offered 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
Offered Securities so offered and sold. The name of the dealer and the terms of
the transaction will be set forth in the Prospectus Supplement relating thereto.
Offers to purchase Offered Securities may be solicited directly by
Protective Life or PLC Capital, as the case may be, and the sale thereof may be
made by Protective Life or PLC Capital, as the case may be, directly to
institutional investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.
Agents, underwriters and dealers may be entitled under relevant agreements
with Protective Life and/or PLC Capital to indemnification by Protective Life
and/or PLC Capital against certain liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which such agents,
underwriters and dealers may be required to make in respect thereof.
Each series of Offered 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
Life may elect to list any series of Debt Securities or Preferred Stock, and PLC
Capital may elect to list any series of Preferred Securities, on an exchange,
but neither company shall be obligated to do so. It is possible that one or more
underwriters may make a market in a series of Offered 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 Offered Securities.
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, Protective Life and its subsidiaries (including
PLC Capital) in the ordinary course of business.
23
<PAGE>
Offered 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 Life or PLC Capital, as the case may be.
Any remarketing firm will be identified and the terms of its agreement, if any,
with Protective Life or PLC Capital and its compensation will be described in
the Prospectus Supplement. Remarketing firms may be deemed to be underwriters,
as such term is defined in the Securities Act, in connection with the Offered
Securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with Protective Life to indemnification or
contribution by Protective Life and/or PLC Capital against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for Protective
Life and its subsidiaries (including PLC Capital) in the ordinary course of
business.
If so indicated in the applicable Prospectus Supplement, Protective Life or
PLC Capital, as the case may be, may authorize agents, underwriters or dealers
to solicit offers by certain institutions to purchase Offered Securities from
Protective Life or PLC Capital, as the case may be, at the public offering
prices set forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on a
specified date or dates. A commission indicated in the applicable Prospectus
Supplement will be paid to underwriters, dealers and agents soliciting purchases
of Offered Securities pursuant to Contracts accepted by Protective Life.
VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of any Offered Securities offered hereby and of the Guarantee and the
Subordinated Debentures relating to any Preferred Securities of PLC Capital
offered hereby will be passed upon for Protective Life and PLC Capital by
Debevoise & Plimpton, 875 Third Avenue, New York, New York and for any
underwriters or agents by Sullivan & Cromwell, 125 Broad Street, New York, New
York. Debevoise & Plimpton and Sullivan & Cromwell may rely upon Richards,
Layton & Finger, P.A., special Delaware counsel to Protective Life and PLC
Capital, as to all matters of Delaware law relating to any Preferred Securities.
EXPERTS
The consolidated balance sheets of Protective Life as of December 31, 1993
and 1992 and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31, 1993
and the related financial statement schedules which are incorporated by
reference or included in Protective Life's Annual Report on Form 10-K for the
year ended December 31, 1993 and which have been incorporated by reference in
this Prospectus, have been incorporated herein in reliance on the report, which
includes an explanatory paragraph with respect to changes in Protective Life's
methods of accounting for certain investments in debt and equity securities in
1993 and postretirement benefits other than pensions in 1992, of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
With respect to the unaudited interim financial information for Protective
Life Corporation and subsidiaries for the three-month periods ended March 31,
1994 and 1993 and the three-month and six-month periods ended June 30, 1994 and
1993 incorporated by reference in this Prospectus, the independent accountants
have reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report included in the Registration Statement of which this Prospectus forms a
part states that they did not audit and they do not express an opinion on such
interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the Registration Statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Act.
24
<PAGE>
The financial statements of Wisconsin National Life Insurance Company as of
December 31, 1992 and 1991, and for each of the years in the two year period
ended December 31, 1992, incorporated by reference in or included in Protective
Life's Current Report on Form 8-K, dated August 4, 1993, have been incorporated
herein by reference in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
25
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PROTECTIVE LIFE OR
PLC CAPITAL SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
Protective Life Corporation........................ 3
PLC Capital L.L.C.................................. 3
Use of Proceeds.................................... 4
Ratios of Consolidated Earnings to Fixed Charges... 4
Description of Debt Securities of Protective
Life.............................................. 5
Description of Capital Stock of Protective Life.... 14
Description of Preferred Stock of Protective
Life.............................................. 15
Description of Common Stock of Protective Life..... 15
Description of Preferred Securities of PLC
Capital........................................... 20
Description of Certain Contractual Back-Up
Obligations of Protective Life.................... 21
Plan of Distribution............................... 22
Validity of Securities............................. 24
Experts............................................ 24
</TABLE>
PROTECTIVE LIFE CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
PLC CAPITAL L.L.C.
CUMULATIVE MONTHLY INCOME PREFERRED
SECURITIES GUARANTEED TO THE
EXTENT SET FORTH HEREIN
BY
PROTECTIVE LIFE CORPORATION
-----------
PROSPECTUS
-----------
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by Protective
Life in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission filing fee, all
amounts shown are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.................... $ 25,863
Rating agency fees............................................... 75,000
Fees and expenses of Trustees.................................... 25,000
Blue Sky and legal investment fees and expenses.................. 30,000
Printing and engraving expenses.................................. 50,000
Accountant's fees and expenses................................... 25,000
Legal fees and expenses.......................................... 75,000
Miscellaneous expenses........................................... 50,000
---------
Total........................................................ $ 355,863
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of Protective Life's Restated Certificate of
Incorporation provides that Protective Life shall indemnify to the fullest
extent permitted by law any person who is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of Protective Life or was serving at the
request of Protective Life as an officer, director, employee or agent of another
corporation, partnership, joint venture, enterprise, or nonprofit entity.
Protective Life is empowered by Section 145 of the Delaware General
Corporation Law, subject to the proceedings and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Protective Life) by reason of the fact that such person is or was
an officer, employee, agent or director of Protective Life, or is or was serving
at the request of Protective Life as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Protective
Life, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Protective Life may indemnify any
such person against expenses (including attorneys' fees) in an action by or in
the right of Protective Life under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to Protective Life. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, Protective Life must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by Protective Life under which
directors and officers of Protective Life are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
As permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
Protective Life's Restated Certificate of Incorporation also provides that no
director shall be personally liable to Protective Life or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to Protective
Life or its stockholders, (ii) for
II-1
<PAGE>
acts or omissions not in good faith which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.
Protective Life has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by Protective Life and in force at the
time up to $20 million and against certain liabilities excluded from such
liability insurance. The agreements provide generally that, upon the happening
of certain events constituting a change in control of Protective Life,
Protective Life must obtain a $20 million letter of credit upon which the
directors may draw for defense or settlement of any claim relating to
performance of their duties as directors. Protective Life has similar agreements
with certain of its executive officers under which Protective Life is required
to provide up to $10 million in indemnification, although this obligation is not
secured by a commitment to obtain a letter of credit.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - - ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
1(a) Underwriting Agreement for Debt Securities, dated June 23, 1994 (incorporated by reference to Exhibit
1(a) to Protective Life Corporation's Current Report on Form 8-K filed July 1, 1994)
1(a)(1) Form of Pricing Agreement -- Debt Securities (incorporated by reference to Annex I to Exhibit 1(a) to
Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
1(b) Form of Underwriting Agreement -- Preferred Stock (incorporated by reference to Exhibit 1(b) to
Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
1(c) Form of Underwriting Agreement -- Common Stock*
1(d) Underwriting Agreement for Preferred Securities, dated June 2, 1994 (incorporated by reference to
Exhibit 1(c) to Protective Life Corporation's Current Report on Form 8-K filed June 17, 1994)
1(d)(1) Form of Pricing Agreement -- Preferred Securities (incorporated by reference to Annex I to Exhibit
1(c) to Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
4(a) 1985 Restated Certificate of Incorporation of Protective Life Corporation (incorporated by reference
to Exhibit 3(a) to Protective Life Corporation's Form 10-K Annual Report for the year ended December
31, 1993)
4(a)(1) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life Corporation
filed with the Secretary of State of Delaware on June 1, 1987 (incorporated by reference to Exhibit
3(a)(1) to Protective Life Corporation's Form 10-K Annual Report for the year ended December 31,
1993)
4(a)(2) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective Life
Corporation filed with the Secretary of State of Delaware on July 14, 1987, as amended by the
Certificate of Correction of Certificate of Designation of Junior Participating Cumulative Preferred
Stock filed with the Secretary of State of Delaware on July 27, 1987 (incorporated by reference to
Exhibit A to Exhibit 3(a)(4) to Protective Life Corporation's Form 10-K Annual Report for the year
ended December 31, 1987)
4(a)(3) Certificate of Correction of Certificate of Designation of Junior
Participating Cumulative Preferred Stock of Protective Life Corporation filed with the Secretary of
State of Delaware on July 27, 1987 (incorporated by reference to Exhibit 3(a)(4) to Protective Life
Corporation's Form 10-K Annual Report for the year ended December 31, 1987)
<FN>
- - - ------------------------
* To be filed as an exhibit to Form 8-K in reference to a specific offering
of Common Stock, if any, to which it relates.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - - --------- ----------------------------------------------------------------------------------
4(a)(4) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life Corporation
filed with the Secretary of State of Delaware on May 5, 1994 (incorporated by reference to Exhibit
3(a)(5) to Protective Life Corporation's Form 10-Q Quarterly Report for the period ended March 31,
1994)
<S> <C> <C>
4(b) Amended By-Laws of Protective Life Corporation, as amended (incorporated by
reference to Exhibit B to Protective Life Corporation's Current Report on Form
8-K, filed May 18, 1983)
4(c) Certificate of Formation of PLC Capital L.L.C. (incorporated by reference to
Exhibit 4(c) to Protective Life Corporation and PLC Capital's Registration
Statement No. 33-52831)
4(d) Amended and Restated Limited Liability Company Agreement of PLC Capital L.L.C.
(incorporated by reference to Exhibit 4(d) to Protective Life Corporation and PLC
Capital's Registration Statement No. 33-52831)
4(e) Form of Action establishing series of Preferred Securities (included as Annex A to
Exhibit 4(d))
4(f) Specimen Preferred Security Certificate (included as Annex B to Exhibit 4(d))
4(g) Senior Indenture, dated as of June 1, 1994, between Protective Life Corporation
and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(g)
to Protective Life Corporation's Current Report on Form 8-K filed July 1, 1994)
4(h) Supplemental Indenture No. 1, dated as of July 1, 1994, to the Senior Indenture
between Protective Life Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g)(1) to Protective Life Corporation's
Current Report on Form 8-K filed July 1, 1994)
4(i) Subordinated Indenture, dated as of June 1, 1994, between Protective Life
Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit
4(h) to Protective Life Corporation's Current Report on Form 8-K filed June 17,
1994)
4(j) Form of Guarantee Agreement between Protective Life Corporation and PLC Capital
L.L.C. (incorporated by reference to Exhibit 4(i) to Protective Life Corporation
and PLC Capital's Registration Statement No. 33-52831)
4(k) Supplemental Indenture No. 1, dated as of June 9, 1994, to the Subordinated
Indenture between Protective Life Corporation and AmSouth Bank, as Trustee
(incorporated by reference to Exhibit 4(h)(1) to Protective Life Corporation's
Current Report on Form 8-K filed June 17, 1994)
4(l) Supplemental Indenture No. 2, dated as of August 1, 1994, to the Subordinated
Indenture between Protective Life Corporation and AmSouth Bank, as Trustee
4(m) Specimen of Certificate for Protective Life Corporation's Common Stock
(incorporated by reference to Exhibit 4(c) to Protective Life Corporation's
Registration Statement on Form S-2 No. 2-94352)
4(n) Rights Agreement, dated as of July 13, 1987, between Protective Life Corporation
and AmSouth Bank, as Rights Agent (incorporated by reference to Exhibit 1 to
Protective Life Corporation's Form 8-A filed July 15, 1987)
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC
Capital L.L.C., as to legality of the Offered Securities, the Guarantee and the
Subordinated Debentures
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel to Protective Life
Corporation and PLC Capital, as to legality of the Preferred Securities
12 Computation of Ratios of Consolidated Earnings to Fixed Charges
15 Letter of Coopers & Lybrand L.L.P.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of KPMG Peat Marwick
23(c) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
23(d) Consent of Richards, Layton & Finger (included in Exhibit 5(b))
24(a) Power of Attorney of Board of Directors
24(b) Power of Attorney of Chief Financial Officer of Protective Life (with certified
copy of resolutions of the Board of Directors of Protective Life attached
thereto)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - - --------- ----------------------------------------------------------------------------------
25(a) Statement of Eligibility of Trustee on Form T-1 (The Bank of New York) (incorporated by reference to
Exhibit 25(a) to Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
<S> <C> <C>
25(b) Statement of Eligibility of Trustee on Form T-1 (AmSouth Bank)
</TABLE>
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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
Protective Life pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Protective Life's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(C) ACCELERATION OF EFFECTIVENESS.
Insofar as indemnifications for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons, if any,
of the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person, if any, of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PROTECTIVE LIFE
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON AUGUST 12,
1994.
PROTECTIVE LIFE CORPORATION
(Registrant)
By: /s/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President, Chief Executive Officer
and
Chairman of the Board
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PLC CAPITAL
L.L.C. 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 AUGUST 12, 1994.
PLC CAPITAL L.L.C.
(Registrant)
By PROTECTIVE LIFE CORPORATION
as Managing Member
By: /s/ DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President, Chief Executive Officer
and
Chairman of the Board
II-5
<PAGE>
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 THE MANAGING MEMBER INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- - - -------------------------------------------- ----------------------------------- ------------------------------
<C> <S> <C>
President and Chief Executive
/s/ DRAYTON NABERS, JR. Officer (Principal Executive
---------------------------------- Officer), Chairman of the Board August 12, 1994
Drayton Nabers, Jr. and Director
* Executive Vice President and Chief
---------------------------------- Financial Officer (Principal
John D. Johns Financial Officer)
/s/ JERRY W. DEFOOR Vice President and Controller and
---------------------------------- Chief Accounting Officer August 12, 1994
Jerry W. DeFoor (Principal Accounting Officer)
*
---------------------------------- Chairman Emeritus and Director
William J. Rushton III
*
---------------------------------- Director
John W. Woods
*
---------------------------------- Director
Crawford T. Johnson III
*
---------------------------------- Director
William J. Cabaniss, Jr.
*
---------------------------------- Director
H.G. Pattillo
*
---------------------------------- Director
Edward L. Addison
*
---------------------------------- Director
John J. McMahon, Jr.
*
---------------------------------- Director
A.W. Dahlberg
*
---------------------------------- Director
John W. Rouse, Jr.
*
---------------------------------- Director
Robert T. David
*
---------------------------------- Director
Ronald L. Kuehn, Jr.
*
---------------------------------- Director
Herbert A. Sklenar
*By /s/ DEBORAH J. LONG
------------------------------
Deborah J. Long
Attorney-in-Fact
August 12, 1994
</TABLE>
II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
PROTECTIVE LIFE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PLC CAPITAL L.L.C.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- - - ---------- ----------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
1(a) Underwriting Agreement for Debt Securities, dated June 23, 1994 (incorporated by reference to Exhibit
1(a) to Protective Life Corporation's Current Report on Form 8-K filed July 1, 1994)
1(a)(1) Form of Pricing Agreement -- Debt Securities (incorporated by reference to Annex I to Exhibit 1(a) to
Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
1(b) Form of Underwriting Agreement -- Preferred Stock (incorporated by reference to Exhibit 1(b) to
Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
1(c) Form of Underwriting Agreement -- Common Stock*
1(d) Underwriting Agreement for Preferred Securities, dated June 2, 1994 (incorporated by reference to
Exhibit 1(c) to Protective Life Corporation's Current Report on Form 8-K filed June 17, 1994)
1(d)(1) Form of Pricing Agreement -- Preferred Securities (incorporated by reference to Annex I to Exhibit
1(c) to Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
4(a) 1985 Restated Certificate of Incorporation of Protective Life Corporation (incorporated by reference
to Exhibit 3(a) to Protective Life Corporation's Form 10-K Annual Report for the year ended December
31, 1993)
4(a)(1) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life Corporation
filed with the Secretary of State of Delaware on June 1, 1987 (incorporated by reference to Exhibit
3(a)(1) to Protective Life Corporation's Form 10-K Annual Report for the year ended December 31,
1993)
4(a)(2) Certificate of Designation of Junior Participating Cumulative Preferred Stock of Protective Life
Corporation filed with the Secretary of State of Delaware on July 14, 1987, as amended by the
Certificate of Correction of Certificate of Designation of Junior Participating Cumulative Preferred
Stock filed with the Secretary of State of Delaware on July 27, 1987 (incorporated by reference to
Exhibit A to Exhibit 3(a)(4) to Protective Life Corporation's Form 10-K Annual Report for the year
ended December 31, 1987)
4(a)(3) Certificate of Correction of Certificate of Designation of Junior Participating Cumulative Preferred
Stock of Protective Life Corporation filed with the Secretary of State of Delaware on July 27, 1987
(incorporated by reference to Exhibit 3(a)(4) to Protective Life Corporation's Form 10-K Annual
Report for the year ended December 31, 1987)
4(a)(4) Certificate of Amendment of 1985 Restated Certificate of Incorporation of Protective Life Corporation
filed with the Secretary of State of Delaware on May 5, 1994 (incorporated by reference to Exhibit
3(a)(5) to Protective Life Corporation's Form 10-Q Quarterly Report for the period ended March 31,
1994)
4(b) Amended By-Laws of Protective Life Corporation, as amended (incorporated by reference to Exhibit B to
Protective Life Corporation's Current Report on Form 8-K, filed May 18, 1983)
4(c) Certificate of Formation of PLC Capital L.L.C. (incorporated by reference to Exhibit 4(c) to
Protective Life Corporation and PLC Capital's Registration Statement No. 33-52831)
4(d) Amended and Restated Limited Liability Company Agreement of PLC Capital L.L.C. (incorporated by
reference to Exhibit 4(d) to Protective Life Corporation and PLC Capital's Registration Statement
No. 33-52831)
4(e) Form of Action establishing series of Preferred Securities (included as Annex A to Exhibit 4(d))
4(f) Specimen Preferred Security Certificate (included as Annex B to Exhibit 4(d))
4(g) Senior Indenture, dated as of June 1, 1994, between Protective Life Corporation and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4(g) to Protective Life Corporation's Current
Report on Form 8-K filed July 1, 1994)
<FN>
- - - ------------------------
* To be filed as an exhibit to Form 8-K in reference to a specific offering
of Common Stock, if any, to which it relates.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- - - ---------- ----------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
4(h) Supplemental Indenture No. 1, dated as of July 1, 1994, to the Senior Indenture
between Protective Life Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g)(1) to Protective Life Corporation's
Current Report on Form 8-K filed July 1, 1994)
4(i) Subordinated Indenture, dated as of June 1, 1994, between Protective Life
Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit
4(h) to Protective Life Corporation's Current Report on Form 8-K filed June 17,
1994)
4(j) Form of Guarantee Agreement between Protective Life Corporation and PLC Capital
L.L.C. (incorporated by reference to Exhibit 4(i) to Protective Life Corporation
and PLC Capital's Registration Statement No. 33-52831)
4(k) Supplemental Indenture No. 1, dated as of June 9, 1994, to the Subordinated
Indenture between Protective Life Corporation and AmSouth Bank, as Trustee
(incorporated by reference to Exhibit 4(h)(1) to Protective Life Corporation's
Current Report on Form 8-K filed June 17, 1994)
4(l) Supplemental Indenture No. 2, dated as of August 1, 1994, to the Subordinated
Indenture between Protective Life Corporation and AmSouth Bank, as Trustee
4(m) Specimen of Certificate for Protective Life Corporation's Common Stock
(incorporated by reference to Exhibit 4(c) to Protective Life Corporation's
Registration Statement on Form S-2 No. 2-94352)
4(n) Rights Agreement, dated as of July 13, 1987, between Protective Life Corporation
and AmSouth Bank, as Rights Agent (incorporated by reference to Exhibit 1 to
Protective Life Corporation's Form 8-A filed July 15, 1987)
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC
Capital L.L.C., as to legality of the Offered Securities, the Guarantee and the
Subordinated Debentures
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel to Protective Life
Corporation and PLC Capital, as to legality of the Preferred Securities
12 Computation of Ratios of Consolidated Earnings to Fixed Charges
15 Letter of Coopers & Lybrand L.L.P.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of KPMG Peat Marwick
23(c) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
23(d) Consent of Richards, Layton & Finger (included in Exhibit 5(b))
24(a) Power of Attorney of Board of Directors
24(b) Power of Attorney of Chief Financial Officer of Protective Life (with certified
copy of resolutions of the Board of Directors of Protective Life attached
thereto)
25(a) Statement of Eligibility of Trustee on Form T-1 (The Bank of New York)
(incorporated by reference to Exhibit 25(a) to Protective Life Corporation and
PLC Capital's Registration Statement No. 33-52831)
25(b) Statement of Eligibility of Trustee on Form T-1 (AmSouth Bank)
</TABLE>
<PAGE>
- - - -------------------------------------------------------------------------------
PROTECTIVE LIFE CORPORATION
to
AMSOUTH BANK OF ALABAMA, as Trustee
-----------------------------------
SUPPLEMENTAL INDENTURE No. 2
Dated as of August 1, 1994
---------------------------------
- - - -------------------------------------------------------------------------------
<PAGE>
PROTECTIVE LIFE CORPORATION
SUPPLEMENTAL INDENTURE No. 2
SUPPLEMENTAL INDENTURE No. 2, dated as of August 1, 1994, from
PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to AMSOUTH
BANK OF ALABAMA, a state banking corporation, as trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a
Subordinated Indenture, dated as of June 1, 1994, as supplemented and amended by
Supplemental Indenture No. 1, dated as of June 9, 1994 (the "Indenture"),
providing for the issuance from time to time of series of the Company's
Securities.
The Company desires to be able to issue Securities under the Indenture
that are convertible into or exchangeable for the common stock, par value $0.50
per share, of the Company or other securities or property.
For and in consideration of the premises, it is mutually covenanted
and agreed as follows:
ARTICLE 1
Relation to Indenture; Definitions
Section 1.1. This Supplemental Indenture No. 2 constitutes an
integral part of the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 2:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
<PAGE>
Supplemental Indenture No. 2; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 2.
ARTICLE 2
Amendment of Indenture
Section 2.1. AMENDMENT OF SECTION 3.1(B). Section 3.1(b) of the
Indenture is hereby amended by (A) deleting the word "and" from the last line of
clause (24) thereof, (B) renumbering clause (25) as clause (26) and (C)
inserting the following as a new clause (25):
"(25) the terms, if any, upon which such Securities may be converted
or exchanged, at the option of the holders thereof, into or for shares
of the Common Stock, par value $0.50 per share, of the Company or
other securities or property."
ARTICLE 3
Miscellaneous Provisions
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 2 may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed, as of the day and year first written above.
PROTECTIVE LIFE CORPORATION
By: /s/ Drayton Nabers, Jr.
------------------------
Name: Drayton Nabers, Jr.
Title: President & Chief
Executive Officer
By: /s/ R. Stephen Briggs
----------------------
Name: R. Stephen Briggs
Title: Executive Vice President
[Seal]
Attest: /s/ John K Wright
------------------
Name: John K. Wright
Title: Secretary
AMSOUTH BANK OF ALABAMA,
Trustee
By: /s/ Charles S. Northen IV
--------------------------
Name: Charles S. Northen IV
Title: Assistant Vice President
and Corporate Trust
Officer
[Seal]
Attest: /s/ T. Franklin Caley
----------------------
Name: T. Franklin Caley
Title: Vice President and
Corporate Trust Officer
<PAGE>
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
August 12, 1994
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
PLC Capital L.L.C.
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
PROTECTIVE LIFE CORPORATION
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special counsel to Protective Life Corporation, a
Delaware corporation ("Protective Life"), and PLC Capital L.L.C., a Delaware
limited liability company ("PLC Capital"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"), of a Registration
Statement on Form S-3 (the "Registration Statement"), relating to the
registration of $75,000,000 in the aggregate of (i) debt securities
representing unsecured obligations of Protective Life (the "Senior Debt
Securities") to be issued pursuant to the Senior Indenture, dated as of June 1,
1994, as supplemented by Supplemental Indenture No. 1, dated as of July 1, 1994
(as so supplemented, the "Senior Indenture"), between Protective Life and The
Bank of New York, as trustee (the "Senior Trustee") and subordinated debt
securities ("Subordinated Debt Securities" and, together with the Senior Debt
Securities, the "Debt Securities") to be issued pursuant to the Subordinated
Indenture, dated as of June 1, 1994, as supplemented and amended by Supplemental
Indenture No. 1, dated as of June 9, 1994 and Supplemental Indenture No. 2,
dated as of August 1, 1994 (as so supplemented and amended, the "Subordinated
Indenture") between Protective Life and AmSouth Bank of Alabama ("AmSouth
Bank"), a state banking corporation, successor, by conversion of charter to
AmSouth Bank, N.A., as trustee (the "Subordinated Trustee"), (ii) shares of
preferred stock of Protective Life, par value $1.00 per share ("Preferred
Stock"), (iii) shares of common stock of Protective Life, par value $0.50 per
share ("Common
<PAGE>
Protective Life Corporation -2- August 12, 1994
PLC Capital, L.L.C
Stock"), and the rights to purchase Junior Participating Cumulative Preferred
Stock of Protective Life, par value $1.00 per share, related to the Common
Stock (the "Rights") to be issued pursuant to the Rights Agreement, dated
July 13, 1987 (the "Rights Agreement"), between Protective Life and AmSouth
Bank, as Rights Agent, (iv) such indeterminate number of shares of
Common Stock as may be issuable in exchange for or upon conversion of any
Subordinated Debt Securities or Preferred Stock that provide for conversion
or exchange into Common Stock, and the Rights relating thereto, (v) such
indeterminate number of shares of Preferred Stock and such indeterminate
number of Debt Securities, respectively, as may be issuable in exchange for
or upon conversion of any Subordinated Debt Securities or Preferred Stock,
respectively, that provide for conversion or exchange into such other
securities, (vi) Cumulative Monthly Income Preferred Securities (the
"Preferred Securities"), in one or more series, representing preferred limited
liability company interests of PLC Capital and (vii) the subordinated
guarantee (the "Guarantee") of Protective Life relating
to Preferred Securities.
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based upon the foregoing, we are of the following opinion:
1. Protective Life is validly existing as a corporation in good
standing under the laws of the State of Delaware.
2. PLC Capital is validly existing as a limited liability company in
good standing under the Delaware Limited Liability Company Act (6 DEL.C.
Section 18-101, ET SEQ.) (the "Act").
3. The Senior Indenture has been duly authorized, executed and
delivered by Protective Life. Assuming the Senior Indenture has been duly
executed and delivered by the Senior Trustee, when the Senior Debt Securities
have been duly executed, authenticated, issued, delivered and paid for as
contemplated by the Registration Statement and any prospectus supplement
relating to the Senior Debt Securities and in accordance with the Senior
Indenture, assuming the terms
of such Debt Securities have been duly established so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon Protective Life and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over Protective Life, the Senior Debt Securities will be validly issued and will
constitute valid and binding obligations of Protective Life enforceable against
Protective Life in accordance with their terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability relating to or affecting the rights of creditors and to
general equity principles (whether considered in a proceeding at law or in
equity).
4. The Subordinated Indenture has been duly authorized, executed and
delivered by Protective Life.
<PAGE>
Protective Life Corporation -3- August 12, 1994
PLC Capital, L.L.C
Assuming the Subordinated Indenture has been duly executed and delivered by the
Subordinated Trustee, when the Subordinated Debt Securities have been duly
executed, authenticated, issued, delivered and paid for as contemplated by the
Registration Statement and any prospectus supplement relating to the
Subordinated Debt Securities and in accordance with the Subordinated Indenture,
assuming the terms of such Subordinated Debt Securities have been duly
established so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon Protective Life and
so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Protective Life,
(i) the Subordinated Debt Securities will be validly issued and will
constitute valid and binding obligations of Protective Life enforceable
against Protective Life in accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or affecting the rights
of creditors and to general equity principles (whether considered in a
proceeding at law or in equity) and
(ii) if the Subordinated Debt Securities are exchangeable for or
convertible into Common Stock or Preferred Stock, as the case may be, (a)
when such Common Stock has been duly issued in exchange for or upon
conversion of such Subordinated Debt Securities in accordance with the
terms of the Subordinated Indenture and the supplemental indenture thereto
fixing the terms for such exchange or conversion, such Common Stock will be
duly authorized, validly issued, fully paid and nonassessable, assuming
issuance of such Common Stock in accordance with duly adopted resolutions
of the Board of Directors of Protective Life or a duly authorized
committee thereof fixing the terms of such
exchange or conversion, and (b) when (1) the terms of such Preferred Stock
and of their issuance and sale have been duly established in conformity
with Protective Life's Restated Certificate of Incorporation, as amended,
so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon Protective Life and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Protective Life, (2) a
Certificate of Designation fixing and determining the terms of the
Preferred Stock has been filed with the Secretary of State of the State of
Delaware and (3) the Preferred Stock has been duly issued in exchange for
or upon conversion of such Subordinated Debt Securities in accordance with
the terms of the Subordinated Indenture and the supplemental indenture
thereto fixing the terms for such exchange or conversion, such Preferred
Stock will be duly authorized, validly issued, fully paid and
nonassessable.
5. When (i) the terms of the Preferred Stock and of its issuance
and sale have been duly established in conformity with Protective Life's
Restated Certificate of Incorporation, as amended, so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon Protective Life and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over
<PAGE>
Protective Life Corporation -4- August 12, 1994
PLC Capital, L.L.C
Protective Life, (ii) a Certificate of Designation fixing and determining the
terms of the Preferred Stock has been filed with the Secretary of State of the
State of Delaware and (iii) the Preferred Stock has been duly issued and sold as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, against payment of the consideration fixed therefor by the
Board of Directors or a duly authorized committee thereof,
(a) the Preferred Stock will be duly authorized, validly issued, fully
paid and nonassessable and
(b) if the Preferred Stock is exchangeable for or convertible into
Common Stock or Subordinated Debt Securities, as the case may be, (1) when
such Common Stock has been duly issued in exchange for or upon conversion
of such Preferred Stock in accordance with the terms of the Certificate of
Designation for such Preferred Stock, such Common Stock will be duly
authorized, validly issued, fully paid and nonassessable, assuming issuance
of such Common Stock in accordance with duly adopted resolutions of the
Board of Directors of Protective Life or a duly authorized committee
thereof fixing the terms of such exchange or
conversion and (2) assuming the Subordinated Indenture has been duly
executed and delivered by the Subordinated Trustee, when such Subordinated
Debt Securities have been duly executed, authenticated and issued in
exchange for or upon conversion of such Preferred Stock in accordance with
the terms of the Certificate of Designation for such Preferred Stock and in
accordance with the Subordinated Indenture, including the supplemental
indenture thereto related to such Subordinated Debt Securities, assuming
the terms of such Subordinated Debt Securities have been duly established
so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon Protective Life and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Protective Life, such
Subordinated Debt Securities will be validly issued and will constitute
valid and binding obligations of Protective Life enforceable against
Protective Life in accordance with their terms except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or affecting the rights
of creditors and to general equity principles (whether considered in
a proceeding at law or in equity).
6. When the Common Stock has been duly issued and sold as
contemplated by the Registration Statement and any prospectus supplement
relating to the Common Stock, against payment of the consideration fixed
therefor by the Board of Directors of Protective Life or a duly authorized
committee thereof, the Common Stock will be duly authorized, validly issued,
fully paid and nonassessable.
7. Assuming the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent and the Common Stock has been validly issued
(i) against payment of the consideration fixed therefor by the Board of
Directors of Protective Life or a duly authorized committee thereof or (ii) in
exchange for or upon conversion of any Preferred Stock or Debt Securities in
accordance with the terms of exchange or conversion fixed for such Preferred
<PAGE>
Protective Life Corporation -5- August 12, 1994
PLC Capital, L.L.C
Stock or Debt Securities, the Rights attributable to such Common Stock will be
validly issued.
8. Upon (i) completion and due execution of a written action (the
"Action") establishing the terms of the Preferred Securities of any series by
Protective Life, as the Class A Interest Holder (as defined in the Amended and
Restated Limited Liability Company Agreement, dated as of May 20, 1994 (the "LLC
Agreement"), of PLC Capital), (ii) the issuance of and payment for the Preferred
Securities of such series as contemplated by the LLC Agreement, the Action and
the Registration Statement and (iii) the reflection on the books and records of
PLC Capital of all the information required by the LLC Agreement and the Act,
the Preferred Securities will be duly authorized and validly issued and,
subject to the qualifications set forth herein, fully paid and nonassessable
limited liability company interests in PLC Capital, as to which holders of the
Preferred Securities will have no liability solely by reason of being holders
of the Preferred Securities in excess of their obligations to make payments
expressly provided for in the LLC Agreement and their share of PLC Capital's
assets and undistributed profits (subject to the obligation of a holder of a
Preferred Security to repay any funds wrongfully distributed to it).
9. The execution and delivery of a guarantee agreement ("Guarantee
Agreement") pursuant to which the Guarantee may be issued has been duly
authorized by Protective Life. When (i) the terms of the Guarantee Agreement
have been duly established so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon Protective
Life and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over Protective Life, (ii) the
Guarantee Agreement has been duly executed and delivered and (iii) the Preferred
Securities to which the Guarantee Agreement relates have been duly issued and
sold and the purchase price therefor has been received by PLC Capital, the
Guarantee will constitute a valid and legally binding obligation of Protective
Life, enforceable against Protective Life in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the rights of creditors
and to general equity principles (whether considered in a proceeding in equity
or at law).
In connection with our opinion set forth in paragraph (7) above, we
note that the question whether the Board of Directors of Protective Life might
be required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at the time and, accordingly, is beyond the scope of
such opinion.
We note that, as of the date of this opinion, a judgment for money in
an action based on a debt security denominated in a foreign currency, currency
unit or composite currency in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States dollars.
The date used to determine the rate of conversion of the foreign currency,
currency unit or composite currency in which a particular debt security is
denominated into United States dollars will depend upon various factors,
including which court renders
<PAGE>
Protective Life Corporation -6- August 12, 1994
PLC Capital, L.L.C
the judgment. In the case of a debt security denominated in a foreign currency,
a state court in the State of New York rendering a judgment on such debt
security would be required under Section 27 of the New York Judiciary Law to
render such judgment in the foreign currency in which the debt security is
denominated, and such judgment would be converted into United States dollars at
the exchange rate prevailing on the date of entry of the judgment.
To the extent the foregoing opinion in paragraph (8) involves matters
of Delaware law, we have relied upon the opinion, dated the date hereof, of
Richards, Layton & Finger, P.A., a copy of which is also filed as an Exhibit to
the Registration Statement, and this opinion incorporates all of the assumptions
and qualifications set forth in their opinion.
Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the Act and the federal laws of
the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Validity of
Securities" in the Prospectus. In giving such consent, we do not thereby
concede that we are within the category of persons whose consent is required
under Section 7 of the 1933 Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
<PAGE>
RICHARDS, LAYTON & FINGER
ONE RODNEY SQUARE
WILMINGTON, DE 19899
August 12, 1994
PLC Capital L.L.C.
c/o Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35202
Re: PLC CAPITAL L.L.C.
Ladies and Gentlemen:
We have acted as special Delaware counsel for Protective Life Corporation,
a Delaware corporation ("Protective"), and PLC Capital L.L.C., a Delaware
limited liability company (the "Company"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of copies of the following:
(a) The Certificate of Formation of the Company, dated as of March 24,
1994 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on March 24, 1994;
(b) The Limited Liability Company Agreement of the Company, dated as of
March 24, 1994;
(c) The Amended and Restated Limited Liability Company Agreement of the
Company, dated as of May 20, 1994, including the Action of Protective, as the
Class A Interest
<PAGE>
PLC Capital L.L.C.
August 12, 1994
Page 2
Holder, dated as of June 9, 1994, relating to the 9% Cumulative Monthly Income
Preferred Securities, Series A, of the Company (the "LLC Agreement");
(d) The Registration Statement on Form S-3 (the "Registration Statement"),
including a preliminary prospectus (the "Prospectus"), relating to the
Cumulative Monthly Income Preferred Securities of the Company described
therein (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as filed by Protective and the Company with the Securities and
Exchange Commission on August 12, 1994; and
(e) A Certificate of Good Standing for the Company, dated August 12, 1994,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the LLC Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the Registration Statement. We assume that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) that the LLC Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the admission of members to,
and the creation, operation, management and termination of, the Company, and
that the LLC Agreement and the Certificate are in full force and effect and have
not been
<PAGE>
PLC Capital L.L.C.
August 12, 1994
Page 3
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, including the LLC Agreement by Protective and
Protective LLC Holding, Inc., a Delaware corporation, as members of the Company,
and (vi) that the Company is not treated as an association taxable as a
corporation for purposes of United States income taxation. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited Liability
Company Act (6 DEL.C. Section 18-101, ET SEQ.) (the "Act").
2. Upon (i) completion and due execution of a written action (the
"Action") of Protective, as the Class A Interest Holder, establishing the terms
of the Preferred Securities as contemplated by the LLC Agreement, (ii) issuance
of and payment for the Preferred Securities as contemplated by the LLC
Agreement, the Action and the Registration Statement, and (iii) the reflection
on the books and records of the Company of all information required by the LLC
Agreement and the Act, the Preferred Securities will be duly authorized and
validly issued and, subject to the qualifications set forth herein,
<PAGE>
PLC Capital L.L.C.
August 12, 1994
Page 4
fully paid and nonassessable limited liability company interests in the Company,
as to which the Holders of the Preferred Securities will have no liability
solely by reason of being Holders of the Preferred Securities in excess of
their obligations to make payments expressly provided for in the LLC Agreement
and their share of the Company's assets and undistributed profits (subject to
the obligation of a Holder of a Preferred Security to repay any funds
wrongfully distributed to it).
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We also consent to
Debevoise & Plimpton relying as to matters of Delaware law upon this opinion in
connection with opinions to be rendered by them in connection with the issuance
of the Preferred Securities. Further, we hereby consent to the use of our name
under the heading "Validity of Securities" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person or entity for any purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
PMA/lds
<PAGE>
Exhibit 12
PROTECTIVE LIFE CORPORATION
(in thousands)
<TABLE>
<CAPTION>
6/30/94 6/30/93 1993 1992 1991 1990 1989
------- ------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
COMPUTATION OF RATIO OF CONSOLIDATED
EARNINGS TO FIXED CHARGES
Income before income tax . . . . . . . . . . . . . . . 48,832 37,400 85,044 59,947 51,703 40,282 32,286
Less pretax minority interest(1) . . . . . . . . . . . 0 (19) (19) (90) (1,721) (1,326) 0
Add interest expense . . . . . . . . . . . . . . . . . 4,024 2,739 6,338 4,806 5,738 5,400 1,330
------ ------ ------ ------ ------ ------ ------
Earnings before interest and taxes . . . . . . . . . . 52,856 40,120 91,363 64,663 55,720 44,356 33,616
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Earnings before interest and taxes
divided by interest expense. . . . . . . . . . . . . 13.1 14.6 14.4 13.5 9.7 8.2 25.3
COMPUTATION OF RATIO OF CONSOLIDATED
EARNINGS TO COMBINED FIXED CHARGES
AND DIVIDENDS ON PREFERRED SECURITIES
Income before income tax . . . . . . . . . . . . . . . 48,832 37,400 85,044 59,947 51,703 40,282 32,286
Less pretax minority interest(1) . . . . . . . . . . . 0 (19) (19) (90) (1,721) (1,326) 0
Add interest expense . . . . . . . . . . . . . . . . . 4,024 2,739 6,338 4,806 5,738 5,400 1,330
------ ------ ------ ------ ------ ------ ------
Earnings before interest and taxes . . . . . . . . . . 52,856 40,120 91,363 64,663 55,720 44,356 33,616
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Earnings before interest and taxes
divided by interest expense and
dividends on Preferred Securities(2) . . . . . . . . 12.3 14.6 14.4 13.5 9.7 8.2 25.3
COMPUTATION OF RATIO OF CONSOLIDATED
EARNINGS TO INTEREST ON DEBT,
DIVIDENDS ON PREFERRED SECURITIES, AND
INTEREST CREDITED ON INVESTMENT
PRODUCTS
Income before income tax . . . . . . . . . . . . . . . 48,832 37,400 85,044 59,947 51,703 40,282 32,286
Less pretax minority interest(1) . . . . . . . . . . . 0 (19) (19) (90) (1,721) (1,326) 0
Add interest expense . . . . . . . . . . . . . . . . . 4,024 2,739 6,338 4,806 5,738 5,400 1,330
Add interest credited on inv. products . . . . . . . . 119,559 101,468 220,772 173,658 132,533 54,767 14,385
------- ------- ------- ------- ------- ------ ------
Earnings before interest and taxes . . . . . . . . . . 172,415 141,588 312,135 238,321 188,253 99,123 48,001
------- ------- ------- ------- ------- ------ ------
------- ------- ------- ------- ------- ------ ------
Earnings before interest and taxes
divided by interest expense plus
dividends on Preferred Securities (2) and
interest credited on inv. products . . . . . . . . . 1.4 1.4 1.4 1.3 1.4 1.6 3.1
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
<FN>
- - - ---------------
1. Does not include dividends on Preferred Securities reported as minority
interest.
2. Dividends on Preferred Securities were $289 in the six months ended June
30, 1994; there were no Preferred Securities outstanding during any prior
period.
</TABLE>
<PAGE>
Exhibit 15
Securities and Exchange Commission
Washington, D.C. 20549
Re: Protective Life Corporation and PLC Capital L.L.C. Registration on Form S-3
We are aware that our report dated April 26, 1994, except for Note G, as to
which the date is May 2, 1994 on our review of interim financial information of
Protective Life Corporation and Subsidiaries for the three-month periods ended
March 31, 1994 and 1993 and our report dated July 26, 1994 on our review of
interim financial information of Protective Life Corporation and Subsidiaries
for the three-month and six-month periods ended June 30, 1994 and 1993 are
incorporated by reference in this registration statement. Pursuant to
Rule 436(c) under the Securities Act of 1933, these reports should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Section 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Protective Life Corporation and PLC Capital L.L.C. for the
registration of debt securities, preferred stock, and common stock of Protective
Life Corporation and preferred securities of PLC Capital L.L.C. of our report,
which includes an explanatory paragraph with respect to changes in Protective
Life Corporation's methods of accounting for certain investments in debt and
equity securities in 1993 and postretirement benefits other than pensions in
1992, dated February 14, 1994, on our audits of the consolidated financial
statements and financial statement schedules of Protective Life Corporation as
of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992,
and 1991. We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
August 12, 1994
<PAGE>
Exhibit 23(b)
CONSENT OF KPMG PEAT MARWICK
The Board of Directors
Protective Life Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Protective Life Corporation and PLC Capital L.L.C. of our report to
the Board of Directors of Wisconsin National Life Insurance Company, dated
February 26, 1993 (including Note 11 thereto, which is dated as of May 4, 1993),
relating to the balance sheets of Wisconsin National Life Insurance Company as
of December 31, 1992 and 1991 and the related statements of income,
stockholder's equity and cash flows for the years then ended, which report
appears in the Protective Life Corporation's Current Report on Form 8-K, dated
August 4, 1993, filed with the Securities and Exchange Commission. We also
consent to the reference to our firm under the caption "Experts" in the
Registration Statement.
/s/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
Milwaukee, Wisconsin
August 12, 1994
<PAGE>
Exhibit 24(a)
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and
Directors of Protective Life Corporation, a Delaware corporation (the
"Corporation"),hereby constitute and appoint Drayton Nabers, Jr., John D. Johns
and Deborah J. Long, and each of them, the true and lawful agents and attorneys-
in-fact of the undersigned with full power and authority in said agents and
attorneys-in-fact, and any one or more of them, to sign for the undersigned and
in their respective names as Officers and as Directors of the Corporation (both
in such capacity and in capacities necessary for the execution of documents in
their names on behalf of the Corporation in its capacity as a member or managing
member of PLC Capital L.L.C., a limited liability company and subsidiary of the
Corporation organized under the laws of the State of Delaware ("PLC Capital
L.L.C.")) one or more Registration Statements on Form S-3 of the Corporation and
PLC Capital L.L.C. to be filed with the Securities and Exchange Commission,
Washington, D.C., under the Securities Act of 1933, as amended, and any
amendment or amendments to such Registration Statements, relating to the debt
securities, common stock and preferred stock of the Corporation, the preferred
limited liability company interests of PLC Capital L.L.C. and related backup
undertakings of the Corporation to be offered to the public, and the undersigned
hereby ratify and confirm all acts taken by such agents and attorneys-in-fact,
or any one or more of them, as herein authorized.
Dated: August 1, 1994
Name: Title
- - - ---- -----
/s/Drayton Nabers, Jr. President, Chief Executive Officer
- - - -------------------------------------- and Chairman of the Board
Drayton Nabers, Jr.
/s/John D. Johns Executive Vice President and Chief
- - - -------------------------------------- Financial Officer
John D. Johns
/s/Jerry W. DeFoor Vice President, Controller and
- - - -------------------------------------- Chief Accounting Officer
Jerry W. Defoor
/s/William J. Rushton III Chairman Emeritus and Director
- - - --------------------------------------
William J. Rushton III
<PAGE>
/s/John W. Woods Director
- - - --------------------------------------
John W. Woods
/s/Crawford T. Johnson, III Director
- - - --------------------------------------
Crawford T. Johnson, III
/s/William J. Cabaniss, Jr. Director
- - - --------------------------------------
William J. Cabaniss, Jr.
/s/H. G. Pattillo Director
- - - --------------------------------------
H. G. Pattillo
/s/Edward L. Addison Director
- - - --------------------------------------
Edward L. Addison
/s/John J. McMahon, Jr. Director
- - - --------------------------------------
John J. McMahon, Jr.
/s/A. W. Dahlberg Director
- - - --------------------------------------
A. W. Dahlberg
/s/John W. Rouse, Jr. Director
- - - --------------------------------------
John W. Rouse, Jr.
/s/Robert T. David Director
- - - --------------------------------------
Robert T. David
/s/Ronald L. Kuehn, Jr. Director
- - - --------------------------------------
Ronald L. Kuehn, Jr.
/s/Herbert A. Sklenar Director
- - - --------------------------------------
Herbert A. Sklenar
<PAGE>
Exhibit 24(b)
PROTECTIVE-LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and
Directors of Protective Life Corporation, a Delaware corporation (the
'Corporation'), hereby constitute and appoint Drayton Nabers, Jr. and Deborah J.
Long, and each of them, the true and lawful agents and attorneys-in-fact of the
undersigned with full power and authority in said agents and attorneys-in-fact,
and any one or more of them, to sign for the undersigned and in their respective
names as Officers and as Directors of the Corporation (both in such capacity and
in capacities necessary for the execution of documents in their names on behalf
of the Corporation in its capacity as a member or managing member of PLC Capital
L.L.C.,a limited liability company and subsidiary of the Corporation organized
under the laws of the State of Delaware ("PLC Capital L.L.C.")) one or more
Registration Statements on Form S-3 of the Corporation and PLC Capital L. L. C.
to be filed with the Securities and Exchange Commission, Washington, D.C.,under
the Securities Act of 1933, as amended, and any amendment or amendments to such
Registration Statements, relating to the debt securities, common stock and
preferred stock of the Corporation, the preferred limited liability company
interests of PLC Capital L. L. C. and related backup undertakings of the
Corporation to be offered to the public, and the undersigned hereby ratify and
confirm all acts taken by such agents and attorneys-in-fact, or any one or more
of them, as herein authorized.
Dated: August 1, 1994
Name Title
- - - ---- -----
/s/ John D. Johns Executive Vice President
---------------------
John D. Johns and Chief Financial Officer
<PAGE>
SECRETARY'S CERTIFICATE
I, John K. Wright, Secretary of Protective Life Corporation, do hereby
certify that the three (3) pages attached hereto contain true and correct copies
of resolutions duly adopted by the Board of Directors of Protective Life
Corporation on August 1, 1994.
I further certify that these resolutions have not been repealed but
are still in full force and effect.
Witness my hand and the corporate Seal of said Corporation, this 9th
day of August, 1994.
/s/ John K. Wright
------------------
Secretary
<PAGE>
PROTECTIVE LIFE CORPORATION
RESOLUTIONS FOR CONSIDERATION BY
THE BOARD OF DIRECTORS
AT A MEETING ON AUGUST 1, 1994
PREAMBLE
WHEREAS Protective Life Corporation, a Delaware corporation (the
"Corporation") intends (a) from time to time to offer (i) debt securities,
consisting of debentures, notes and/or other evidences of indebtedness
representing obligations of the Corporation (the "Debt Securities") pursuant to
the Senior Indenture, dated as of June 1, 1994 (as amended and supplemented from
time to time, the "Senior Indenture"), between the Corporation and The Bank of
New York, as Trustee, and the Subordinated Indenture, dated as of June 1, 1994
(as amended and supplemented from time to time, the "Subordinated Indenture"),
between the Corporation and AmSouth Bank, N.A., as Trustee, (ii) shares of its
preferred stock, par value $1.00 per share ("Preferred Stock"), (iii) shares of
its common stock, par value $0.50 per share ("Common Stock") and (iv) guarantees
of the Preferred Securities (as defined below) of PLC Capital L.L.C. and (b) in
its capacity as the Class A Interest Holder (as defined in the Amended and
Restated Limited Liability Company Agreement, dated as of May 20, 1994 (the
"L.L.C. Agreement"), of PLC Capital L.L.C., a limited liability company and
subsidiary of the Corporation organized under Delaware law ("PLC Capital")), to
cause PLC Capital to offer from time to time its preferred limited liability
company interests ("Preferred Securities" (and, together with the Debt
Securities, the Preferred Stock and the Common Stock, the "Securities")), in
each case in one or more series and in amounts, at prices and on terms to be
determined at the time of the offering, in accordance with the following
resolutions:
NOW, THEREFORE, be it hereby resolved as follows:
AUTHORIZATION TO EXECUTE AND DELIVER AGREEMENTS
RESOLVED, that any of the President, the Chief Executive Officer, the
Chief Financial Officer, any Executive Vice President, any Vice President, the
Secretary, the Treasurer and any Assistant Treasurer (individually, an
"Authorized Officer" and collectively, the "Authorized Officers") be, and each
of them hereby is, authorized and empowered to execute in the name and on behalf
of the Corporation as such and in its capacity as Class A Interest Holder of PLC
Capital and, if requested or required, under its corporate seal attested by its
Secretary or any Assistant Secretary, and to deliver, all such agreements and
instruments as they or any of them may deem necessary or advisable to effect the
issuance or sale of the Securities, including but not limited to one or more tax
indemnity agreements, registration statements, underwriting, pricing or other
sales agreements, bond purchase agreements, distribution agreements, issuing
agent, paying agent or other agent agreements, exchange rate agreements, dealer
agreements, indentures, assumption agreements, option agreements, warrant
agreements, guarantees, indemnification agreements, reimbursement agreements,
loan agreements, swap agreements, refunding agreements, assignment agreements,
and amendments or supplements to
<PAGE>
any existing agreement or instrument, the execution of any such agreement,
instrument, amendment or supplement by such Authorized Officer being conclusive
evidence of the due authorization and approval thereof by the Corporation.
REGISTRATION STATEMENT
RESOLVED, that the form and contents of a draft of a joint
Registration Statement with PLC Capital (draft dated July 29, 1994) on Form S-3
(the "Registration Statement")(which Registration Statement shall also
constitute Post-Effective Amendment No. 1 to Registration Statement No. 33-
52831) under the Securities Act of 1933, as amended (the "1933 Act"), including
the draft Prospectus (the "Prospectus") contained therein, relating to the
Securities to be offered and issued by the Corporation and PLC Capital, a copy
of which has been presented to and reviewed by the Board of Directors be, and
they hereby are, approved; and
FURTHER RESOLVED, that any of the Authorized Officers be, and each of
them hereby is, authorized and empowered on behalf of the Corporation to prepare
or cause to be prepared, and to execute (personally or by power of attorney) the
Registration Statement with PLC Capital and to file or cause the same to be
filed with the Securities and Exchange Commission (the "Commission"), pursuant
to Rules 415 and 429 of the Rules and Regulations of the Commission, among other
things, to register the Securities under the 1933 Act, such Registration
Statement to be filed in the form submitted to the Board of Directors, in the
name and on behalf of the Corporation and PLC Capital, with such changes,
deletions and additions as any such Authorized Officer may approve, the
execution and filing of such Registration Statement thereof to be conclusive
evidence of such approval; and
FURTHER RESOLVED, that any of the Authorized Officers be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Corporation , to prepare, execute (personally or by attorney-in-fact) and file
or cause to be filed with the Commission such amendments (including, without
limitation, post-effective amendments) to such Registration Statement and such
amendments or supplements (including pricing supplements) to such Prospectus,
together with all documents required as exhibits to said Registration Statement,
or any amendments or supplements thereto, and all certificates, letters,
instruments, applications and other documents which may be required to be filed
with the Commission with respect to the registration and offering of the
Securities, and to do all such other acts as they or any of them may deem
necessary or advisable in order that such Registration Statement shall become
and remain effective under the 1933 Act; and
<PAGE>
FURTHER RESOLVED, that Deborah J. Long, Senior Vice President and
General Counsel of the Corporation be, and she hereby is, designated to act on
behalf of the Corporation and PLC Capital as agent for service in respect of
matters relating to the Registration Statement and all amendments and
supplements thereto, with all of the powers enumerated in the Rules and
Regulations of the Commission under the 1933 Act; and
FURTHER RESOLVED, that any of the Authorized Officers be, and each of
them hereby is, authorized and empowered to execute, deliver and file such other
instruments and documents, to make all payments, and to take such other action,
as any such Authorized Officer or Authorized Officers may deem necessary or
advisable in order to effect such filings, to cause the Registration Statement
to become effective and to maintain the Registration Statement in effect for as
long as they or any of them otherwise deem it to be in the best interests of the
Corporation.
<PAGE>
FORM T - 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(B)(2)_____________
----------------------
AMSOUTH BANK OF ALABAMA
(Exact name of trustee as specified in its charter)
ALABAMA 63-0073530
(State of incorporation if (I.R.S. Employer
not a U.S. national bank) Identification Number)\
1900 FIFTH AVENUE NORTH 35203
BIRMINGHAM, ALABAMA (Zip Code)
(Address of principal executive offices)
JAMES D. PRUETT
AMSOUTH BANK OF ALABAMA
LAW DEPARTMENT
P.O. BOX 11007
BIRMINGHAM, ALABAMA 35288
(205) 326-7607
(name, address and telephone number of agent for service)
----------------------------------
PROTECTIVE LIFE CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 95-2492236
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip code)
-----------------------------
CONVERTIBLE DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE -
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY
TO WHICH IT IS SUBJECT.
State of Alabama, Superintendent of Banks, Montgomery, Alabama 36130
Federal Reserve Bank, Atlanta Georgia 30303
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
2
<PAGE>
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OF MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
ITEM 13. DEFAULTS BY THE OBLIGOR.
Not applicable.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
There is not and has not been any such default.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR
PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING,
OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER
THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH
INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND
EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
Not applicable.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A copy of the articles of association of the trustee as now in
effect (Exhibit 1 to Form T-1).
2. A copy of the certificate of authority of the trustee to commence
business and to exercise trust powers (Exhibit 2 to Form T-1).
3
<PAGE>
3. See Exhibit 2 to Form T-1.
4. A copy of the existing bylaws of the trustee
(Exhibit 3 to Form T-1).
5. Not applicable.
6. The consent of the trustee required by Section 321
(b) of the Act (Exhibit 4 to Form T-1).
7. A copy of the latest report of condition of the
trustee as the close of business on June 30, 1994,
published pursuant to the requirements of the
Comptroller of the Currency (Exhibit 5 to Form T-
1).
8. Not applicable.
9. Not applicable.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, AmSouth Bank of Alabama, a corporation organized and existing under the
laws of the State of Alabama, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Birmingham, State of Alabama on the 5th day of
August, 1994.
AMSOUTH BANK OF ALABAMA
BY /s/ Charles S. Northen, IV
--------------------------
Charles S. Northen, IV
Assistant Vice President
and Corporate Trust Officer
<PAGE>
AMSOUTH BANK OF ALABAMA
ARTICLES OF INCORPORATION
The undersigned Directors of AmSouth Bank, National Association acting as
incorporators of AmSouth Bank of Alabama adopt the following Articles of
Incorporation pursuant to Code of Alabama 1975, Sections 10-2A-91 and 5-7A-21
for the purpose of converting AmSouth Bank, National Association into a banking
corporation incorporated under the laws of the State of Alabama.
FIRST: The name of the Corporation shall be AmSouth Bank of
Alabama.
SECOND: The location and mailing address of the registered office of
the Corporation shall be:
1400 AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
The initial registered agent at such office shall be Maria
B. Campbell.
THIRD: The principal office of the Corporation shall be the same as
the registered office. The general business of the
Corporation shall be conducted at its principal office and
its branches.
FOURTH: The purposes, objectives, and powers of the Corporation are:
(a) To be and serve as an Alabama state bank into
which AmSouth Bank, National
<PAGE>
Association shall be converted and continued as
provided by Code of Alabama 1975, section 5-7A-22,
with all the power and authority that may be
exercised by an Alabama state bank.
(b) To engage in any and all activities permissible
under the laws of the State of Alabama for a
corporation doing business as a bank including
without limitation all powers (including inci-
dental powers) set forth in Code of Alabama 1975,
section 5-5A-18 as amended.
(c) To do all things necessary and incidental to
carrying on the business of banking and such
business as is done by trust companies doing a
bank business.
(d) To buy, sell, lease, acquire, own, use, and occupy
real property in any locality, in a legal manner,
that may be necessary or convenient for the
performance and maintenance of said banking
business.
(e) To enter into contracts with persons, firms,
associations, and corporations for services of
each and every kind that may be necessary or
beneficial to the welfare of said banking
business.
(f) To conduct for a reasonable time any business of
each and every kind that might be necessary for it
to conduct by virtue of such bank having taken
over such business as a result of a foreclosure
of any mortgage or collateral security that it
might necessarily have taken over; provided,
however, that said authority shall in no event
continue or be exercised beyond such time as the
Superintendent of Banks for the State of Alabama
shall fix as the termination date for the
reasonable exercise of the authority.
(g) To do each and every legal thing that may
2
<PAGE>
be for the betterment or welfare of said
banking busi-ness, including, without limitation,
merging with or into another banking association
or corporation.
FIFTH: The number of directors constituting the initial Board of
Directors shall be twenty (20). The number of directors may
be changed from time to time by resolution of a majority of
the full Board of Directors or by resolution of the
shareholders at any annual or special meeting thereof;
provided that the minimum number of directors shall be five
(5), and further provided that no decrease in the number of
directors shall have the effect of shortening the term of
any incumbent director. Each director, during the full
term of his directorship, shall own at least the minimum
value of stock in this Corporation or its parent bank
holding company, as prescribed by law. Unless otherwise
provided by law, any vacancy in the Board of Directors,
except a vacancy due to an increase in the number of
directors, may be filled by action of the Board of
Directors.
The names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders or
until successors be elected and qualify and who are also
serving as incorporators are:
<TABLE>
<CAPTION>
DIRECTOR/INCORPORATOR ADDRESS
<S> <C>
1. C. Stanley Bailey P.O. Box 11007
Birmingham, AL 35288
2. George W. Barber, Jr. 36 Barber Court
Birmingham, AL 35209
3. William D. Biggs P.O. Box 1073
Florence, AL 35631
3
<PAGE>
4. William J. Cabaniss, Jr. P.O. Box 19925
Birmingham, AL 35219
5. M. Miller Gorrie P.O. Box 10383
Birmingham, AL 35202
6. Robert A. Guthans P.O. Box 2826
Mobile, AL 36652
7. Elmer B. Harris P.O. Box 2641
Birmingham, AL 35291
8. James I. Harrison, Jr. 3925 Rice Mine Road NE
Tuscaloosa, AL 35406
9. Donald E. Hess 750 Lakeshore Parkway
Birmingham, AL 35211
10. Hugh B. Jacks 510 Carnoustie South
Shoal Creek, AL 35242
11. Ronald L. Kuehn, Jr. P.O. Box 2563
Birmingham, AL 35202
12. E. Roberts Leatherbury P.O. Box 2188
Mobile, AL 36652
13. H. Taylor Morrissette 3 Taylor Place
Mobile, AL 36608
14. Claude B. Nielsen P.O. Box 2006
Birmingham, AL 35201
15. Dr. Benjamin F. Payton 399 Montgomery
4
<PAGE>
Road
Tuskegee, AL 36083
16. C. Dowd Ritter P.O. Box 11007
Birmingham, AL 35288
17. William J. Rushton, III P.O. Box 2606
Birmingham, AL 35202
18. Herbert A. Sklenar One Metroplex Drive
Birmingham, AL 35209
19. W. A. Williamson, Jr. 1623 Gilmer Avenue
Montgomery, AL 36104
20. John W. Woods P.O. Box 11007
Birmingham, AL 35288
</TABLE>
The names and addresses of the initial executive officers of
the Corporation are listed on Appendix A attached hereto.
SIXTH: The annual meeting of the shareholders for the election of
the directors and the transaction of whatever other business
may be brought before said meeting shall be held at the
registered office or such other place as the Board of
Directors may designate, on the day of each year specified
therfor in the by-laws, but if no election is held on that
day, it may be held on any subsequent day according to the
provisions of the law; and all elections shall be held
according to such lawful rules as may be prescribed by the
Board of Directors.
SEVENTH: The authorized amount of capital stock of this
5
<PAGE>
corporation shall be 2,000,000 shares of one class of common
stock of the par value of ten dollars ($10.00) each, but
said capital stock may be increased or decreased from time
to time in accordance with the provisions of the laws of the
State of Alabama.
The amount of initial paid-in common stock of the
Corporation shall be 1,605,000 shares of common stock of the
par value of ten dollars ($10.00) each.
EIGHTH: The Board of Directors shall appoint one of its members
President of this Corporation who shall be the Chairman of
the Board, unless the Board appoints another director to be
the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents; and to appoint a
Cashier or Corporate Secretary and other officers and
employees as may be required to transact the business of
this Corporation.
The Board of Directors shall have the power to define the
duties of the officers and employees of the Corporation; to
fix the salaries to be paid to them; to dismiss them; to
require bonds from them, and to fix the penalty thereof; to
regulate the manner in which the capital of the Corporation
shall be raised; to manage and administer the business and
affairs of the Corporation; to alter, amend, or repeal the
by-laws or adopt new by-laws, provided that the initial by-
laws shall be adopted by the shareholders, and further
provided that the Board of Directors may not alter, amend,
or repeal any by-law establishing what constitutes a quorum
at share-holders' meetings; and generally to do and perform
all acts that it may be legal for a Board of Directors to do
and perform.
NINTH: The Board of Directors shall have the power to change the
location of the main office and to establish or change the
location of any branch
6
<PAGE>
or branches, subject to any legal restrictions, without the
approval of the shareholders but subject to the approval of
the appropriate regulatory agencies.
TENTH: The duration of the Corporation shall be perpetual unless
the Corporation is terminated in accordance with the laws of
the State of Alabama.
ELEVENTH: The Board of Directors of this Corporation, or any
shareholder(s) owning at least one tenth of the shares of
the stock of this Corporation at the time outstanding, may
call a special meeting of share-holders at any time. Unless
otherwise provided by the laws of the State of Alabama, a
notice of the time, place, and purpose of every annual and
special meeting of the shareholders shall be given either
personally or by first-class mail, postage prepaid, mailed
at the time specified in the by-laws of the Corporation to
each shareholder of record entitled to vote at such meeting
at his/her address as shown upon the books of this
Corporation. Such notice may be waived by the shareholder
otherwise entitled to receive such notice.
TWELFTH: The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed claim, action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including appeals (other than an action by or in the right
of the Corporation), by reason of the fact that he/she is or
was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines,
7
<PAGE>
and amounts paid in settlement actually and reasonably
incurred by him in connection with such claim, action,
suit, or proceeding if he/she acted in good faith and in a
manner he/she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause
to believe his/her conduct was unlawful. The termination of
any claim, action, suit, or pro-ceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he/she reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to
any criminal action or proceeding, had reasonable cause to
believe that his/her conduct was unlawful.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed claim, action, or suit by or in the
right of the Corporation to procure a judgment in its favor
by reason of the fact that he/she is or was a director,
officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director,
officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection with the
defense or settlement of such action or suit if he/she acted
in good faith and in a manner he/she reasonably believed to
be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be
made in respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to
the Corporation unless and only to the extent that the court
in which such action or suit was
8
<PAGE>
brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which court shall deem
proper.
To the extent that a director, officer, employee, or agent
of the Corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding
referred to in this Article, or in defense of any claim,
issue, or matter therein, he/she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection therewith,
notwithstanding that he/she has not been successful on any
other claim, issue, or matter in any such action, suit, or
proceeding.
Any indemnification under this Article (unless ordered by a
court) shall be made by the Corporation only as authorized
in the specific case upon a determination that
indemnification of the director, officer, employee, or agent
is proper in the circumstances because he/she has met the
applicable standard of conduct set forth above. Such
determination shall be made (a) by the Board of Directors by
a majority vote of a quorum consisting of directors who were
not parties to, or who have been wholly successful on the
merits or otherwise with respect to, such claim, action,
suit, or proceeding, or (b) if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a
written opinion, or (c) by the shareholders.
Expenses (including attorneys' fees) incurred in defending a
civil or criminal claim, action, suit, or proceeding may be
paid by the Corporation in advance of the final disposition
of such claim, action, suit, or proceeding as authorized in
the manner provided above in the specific case upon receipt
of an undertaking by
9
<PAGE>
or on behalf of the director, officer, employee, or agent to
repay such amount if and to the extent that it shall be
ultimately determined that he/she is not entitled to be
indemnified by the Corporation as authorized in this
Article.
The Indemnification provided by this Article shall not be
deemed exclusive of and shall be in addition to any other
right to which those indemnified may be entitled under any
statute, rule of law, provisions of articles of
incorporation, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another
capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee,
or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
For purposes of this Article, references to "the
Corporation" include all constituent banking corporations
absorbed in a consolidation or merger as well as the
resulting or surviving Corporation, so that any person who
is or was a director, officer, employee, or agent of such a
constituent banking corporation or is or was serving at the
request of such constituent banking corporation as a
director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or
surviving Corporation as he would if he had served the
resulting or surviving Corporation in the same capacity.
By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may
purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the
Corporation, or who is or was
10
<PAGE>
serving at the request of the Corpora-tion as a director,
officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Article.
THIRTEENTH: These Articles of Incorporation may be amended at any
regular or special meeting of the shareholders by the
affirmative vote of the holders of the majority of the stock
of this Corporation, unless the vote of the holders of a
greater amount of stock is required by law, and in that case
by the vote of the holders of such greater amount.
IN WITNESS WHEREOF, the undersigned incorporators, being a majority of the
directors of AmSouth Bank, National Association, have set their hand.
/s/ C. Stanley Bailey /s/ Ronald L. Kuehn, Jr.
- - - -------------------------- --------------------------
C. Stanley Bailey Ronald L. Kuehn, Jr.
/s/ George W. Barber, Jr /s/ E. Roberts Leatherbury
- - - -------------------------- --------------------------
George W. Barber, Jr. E. Roberts Leatherbury
/s/ William D. Biggs /s/ Mrs. H. Taylor Morrissette
- - - -------------------------- --------------------------
William D. Biggs Mrs. H. Taylor Morrissette
/s/ William J. Cabaniss, Jr. /s/ Claude B. Nielsen
- - - -------------------------- --------------------------
William J. Cabaniss, Jr. Claude B. Nielsen
/s/ M. Miller Gorrie /s/ Benjamin F. Payton
- - - -------------------------- --------------------------
M. Miller Gorrie Benjamin F. Payton
11
<PAGE>
/s/ Robert A. Guthans /s/ C. Dowd Ritters
- - - -------------------------- --------------------------
Robert A. Guthans C. Dowd Ritter
/s/ Elmer B. Harris /s/ William J. Rushton, III
- - - -------------------------- --------------------------
Elmer B. Harris William J. Rushton, III
/s/ Herbert A. Sklenar
- - - --------------------------- --------------------------
James I. Harrison, Jr. Herbert A. Sklenar
/s/ Donald E. Hess /s/ W.A. Williamson, Jr.
- - - -------------------------- --------------------------
Donald E. Hess W.A. Williamson, Jr.
/s/ Hugh B. Jacks /s/ John W. Woods
- - - -------------------------- --------------------------
Hugh B. Jacks John W. Woods
12
<PAGE>
STATE OF ALABAMA:
COUNTY OF JEFFERSON:
On this 10th day of March, 1994, each of the directors of AmSouth Bank,
National Association, whose signature appears immediately above appeared before
me and acknowledged that he or she is a duly elected director of AmSouth Bank,
National Association and that he or she has voluntarily executed the foregoing
certificate in his or her capacity as such director.
/s/ Michelle A. Bridges
--------------------------------------
NOTARY PUBLIC
My Commission
Expires: 8/4/97
13
<PAGE>
APPENDIX A
The following are the names and addresses of the initial executive officers of
the Corporation:
<TABLE>
<CAPTION>
EXECUTIVE OFFICER ADDRESS
<S> <C>
John W. Woods P.O. Box 11007
Chairman of the Board, President Birmingham, Alabama 35288
and Chief Executive Officer
C. Stanley Bailey P.O. Box 11007
Vice Chairman of the Board Birmingham, Alabama 35288
C. Dowd Ritter P.O. Box 11007
Vice Chairman of the Board Birmingham, Alabama 35288
A. Fox deFuniak, III P.O. Box 11007
Senior Executive Vice President Birmingham, Alabama 35288
W. Michael Graves P.O. Box 11007
Senior Executive Vice President Birmingham, Alabama 35288
</TABLE>
14
<PAGE>
STATE OF ALABAMA
MONTGOMERY COUNTY
PERMIT TO BEGIN BUSINESS
I, Kenneth R. McCartha as Superintendent of Banks, State of Alabama,
do hereby certify that AmSouth Bank of Alabama, Birmingham, Alabama, has duly
complied with all requirements of law relating to the organization of a bank
under the laws of the State of Alabama, and I do, therefore, authorize it to
transact business within this State as a bank, and I further certify that it is
authorized to conduct and operate a trust department.
Given under my hand and seal of office this the 8th day of July, 1994.
/s/ Kenneth R. McCartha
----------------------------------------
Kenneth R. McCartha
Acting Superintendent of Banks
State of Alabama
State of Alabama
Montgomery County
I, Kenneth R. McCartha, as Acting Superintendent of Banks, State of
Alabama, do hereby certify that the foregoing is a true and correct copy of the
Certificate as the same appears on file and of record in this office.
[State of Alabama
Superintendent of /s/ Kenneth R.McCartha
Banks ----------------------------------------
-Seal-] Kenneth R. McCartha
Acting Superintendent of Banks
State of Alabama
<PAGE>
AMSOUTH BANK OF ALABAMA
BY-LAWS
July, 1994
SECTION 1.1: ANNUAL MEETING
The annual meeting of the shareholders of this Bank for the
election of directors and for the transaction of any business
that may properly come before the meeting shall be held at its
Main Office or at such other place as the Board of Directors may
designate, on the third Thursday in April of each year, but if no
election shall be held on that day, it may be held on any
subsequent or adjourned day in accordance with the provisions of
Alabama Law and the Articles of Incorporation. Notice of the
annual meeting may be waived.
SECTION 1.2: SPECIAL MEETINGS
Except where specifically provided otherwise by statute, special
meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by the holder(s) of at
least one tenth of the shares of such stock entitled to vote at
the meeting, and such special meeting shall be called by mailing
or delivering personally to each shareholder notice in writing
stating the purpose thereof not less than ten (10) nor more than
fifty (50) days before the time fixed for the meeting. Such
notice may be waived by the shareholder otherwise entitled to
receive such notice.
SECTION 1.3: NOMINATIONS FOR DIRECTOR
Nominations for election to the Board of Directors may be made by
the Board of Directors.
SECTION 1.4: PROXIES
Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in
15
<PAGE>
writing, but no officer or employee of this Bank shall act as
proxy.
Proxies for any meeting shall be limited to that meeting alone,
and any adjournment thereof shall be dated and shall be filed
with the records of the meeting.
SECTION 1.5: SHAREHOLDER LIST
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that
the stock transfer books of the Bank shall be closed for a stated
period but not to exceed, in any case, fifty (50) days. If the
stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than fifty
(50) days, and in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to
notice or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of
16
<PAGE>
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination
has been made through the closing of the stock transfer books and
the stated period of closing has expired.
SECTION 1.6: QUORUM
Shares of the capital stock of the Bank representing more than
one-half of the par value of the total capital stock outstanding,
represented in person or by proxy, shall constitute a quorum in
all meetings of shareholders, and at such meetings each share of
common stock shall be entitled to one (1) vote.
SECTION 2.1: BOARD OF DIRECTORS: NUMBER, VACANCIES, QUALIFICATIONS
The affairs of the Bank shall be managed by a Board of Directors
which shall consist of not less than five (5) nor more than
twenty-five (25) persons, the exact number, within the limits
stated, to be determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders
at any meeting thereof; provided, however, that no decrease shall
have the effect of shortening the term of any incumbent director.
All the vacancies in the Board of Directors occurring in the
interval between the annual meetings shall be filled by a
majority of the remaining directors though less than a quorum of
the Board of Directors; provided, however, that a vacancy to be
filled by reason of an increase in the number of directors shall
be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.
No person who shall have reached the age of
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sixty-five (65) shall be eligible for election or re-election as
a director. No person shall be eligible for election or re-
election as a director of this Bank (1) three years after
retiring from active business, (2) one year after permanent
separation from the business or professional organization with
which such person was primarily associated when first elected a
director, or (3) one year after moving his/her principal
residence outside the State of Alabama, whichever event first
occurs. Any director who is an officer of the Bank, or any
subsidiary thereof, shall resign as a director effective on the
date he has retired from or otherwise vacated his office. On
recommendation of the Nominating Committee, the application to an
individual of any provision of this paragraph may be waived by
the Board of Directors. Any such waiver shall only be effective
on a year-to-year basis.
SECTION 2.2: ORGANIZATION MEETING
The Chairman of the Board shall notify the directors of their
election and of the time and place for them to meet for the
organization of the new Board. This meeting shall be held within
one (1) week from the time of their election, or as soon
thereafter as practicable. If at the time fixed for such a meet-
ing there shall be no quorum in attendance, the directors-elect
present may adjourn from time to time until a quorum shall be
obtained.
SECTION 2.3: REGULAR AND SPECIAL MEETINGS; FEES
Regular meetings of the Board of Directors shall be held on the
third Thursday in each month (unless such date shall fall on a
bank holiday, in which event the meeting shall be upon the next
succeeding business day) at 10:00 a.m. or at such other hour as
may be designated by the Board. Special meetings of the Board
may be called by any of the Executive Officers
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(as defined in Section 4.1), senior to the Executive Vice
Presidents, or any two (2) directors, and at least one (1) day's
notice of such meetings shall be given to all directors, unless
in the opinion of the officer or directors calling the meeting an
emergency exists which requires less than one (1) day's notice,
in which event only such notice need be given as such officer or
directors shall direct. Any of the directors not receiving
notice may subsequently waive such notice by filing with the
Secretary a paper in writing to that effect, subscribed by
him/her at any time within five (5) days thereafter, or by
subscribing his/her approval of the minutes. The attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
By a resolution of the Board of Directors, the directors may be
paid their expenses, if any, for attendance at each meeting of
the Board of Directors or any committee thereof, and may be paid
a fixed sum for attendance at each such meeting or a stated
salary as director, or both.
SECTION 2.4: QUORUM
A majority of the Board of Directors shall constitute a quorum
for the transaction of business, except when otherwise provided
by law; but a lesser number may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further
notice.
SECTION 3.1: EXECUTIVE COMMITTEE
A. POWERS AND DUTIES. There shall be an Executive Committee of
the Board of Directors which, in the interim between the meetings
of
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the Board, shall have and may exercise all of the authority and
powers of the Board of Directors to the extent permitted by law.
The Executive Committee shall also review or approve extensions
of credit in such amounts as the Committee may by resolution from
time to time determine. The Executive Committee shall keep the
Board of Directors informed of the condition of the Bank and
shall report to it at each regular meeting any and all acts done
and performed by the Committee subsequent to the preceding
meeting of the Board, except such acts as are of a purely formal
nature. To exercise its powers and duties, the Committee shall
meet on each first and third Thursday of the month or more
frequently on the call of its Chairman; the times of meeting to
be fixed by the Committee from time to time.
B. MEMBERSHIP. The Executive Committee shall consist of such
number of members drawn from the Board of Directors, not officers
of the Bank, as the Board of Directors may determine by
resolution from time to time, and the following ex-officio
members: Chairman of the Board and President of the Bank, and the
Vice Chairmen of the Bank. The Chief Executive Officer of the
Bank shall serve as chairman of the committee. The chairman
shall preside or designate another member of the Committee to
preside at meetings of the committee. The members of the
Executive Committee who are not officers of the Bank, shall serve
terms of office as shall be specified at the time of their
election, which shall be staggered so that a rotation of the
membership shall be maintained. Any of such members shall be
eligible to succeed themselves and shall serve until his/her
successor is elected.
SECTION 3.2: TRUST COMMITTEE
A. POWERS AND DUTIES. The Trust Committee of the Board of
Directors shall supervise and keep informed as to the operation
of the Trust
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Division of the Bank and the operation of the accounts being
administered by the Trust Division; consider and pass upon all
investments of trust funds and upon policies with respect to
loans and investments; pass upon the acceptance and closing of
accounts; review promptly the assets of a newly acquired account
for which the Bank has investment responsibilities; review at
least once during each calendar year, and within fifteen (15)
months of the last review, all the assets held in or for each
account where the Bank has investment responsibilities; determine
the advisability of retaining or disposing of such assets; and
otherwise perform such duties as may be provided by the Board.
The Trust Committee may create sub-committees consisting of Trust
Division officers and employees to assist in carrying out the
supervisory and review function of the Trust Committee.
B. HOW ORGANIZED. The Trust Committee shall consist of such
number of directors who are not officers of the Bank as shall be
determined by resolution of the Board of Directors from time to
time and, as ex-officio members, the directors of the Bank who
are also officers of the Bank and the officer designated by the
Board of Directors as head of the Trust Division. The Committee
shall be chaired by the head of the Trust Division. The members
who are not officers of the Bank shall serve a term of office as
shall be specified at the time of their election, which shall be
staggered so that a rotation of the membership shall be
maintained. Such members shall serve until their successors are
elected and shall be eligible to succeed themselves in office.
The Committee shall meet monthly; the time and date to be fixed
by the Committee from time to time.
SECTION 3.3: AUDIT COMMITTEE
There shall be an Audit Committee of the Board of Directors, to
consist of such number of
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directors who are not officers of the Bank as shall be deter-
mined by resolution of the Board of Directors from time to time.
Members of the Audit Committee shall serve a term of office of
three (3) years, with the appropriate number of members rotating
each year. Members of this committee shall serve until their
successors are elected and shall be eligible for reappointment.
The Audit Committee shall meet quarterly; the time and date to be
fixed by the committee from time to time. The Audit Committee
shall audit and examine the condition of the Bank (including its
Trust Division), shall review all reports of audits of the Bank,
shall review the asset quality of the bank, shall monitor
compliance with the various laws and regulations to which the
Bank is subject, and shall report its findings and
recommendations to the Board of Directors.
SECTION 3.4: COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of this
Bank's parent company, AmSouth Bancorporation, shall serve as the
Compensation Committee of this Bank and such Committee is hereby
given the power and authority on behalf of this Bank to take all
actions authorized or required in Section 3.12 of the By-Laws of
AmSouth Bancorporation, or otherwise.
SECTION 3.5: NOMINATING COMMITTEE
There shall be a Nominating Committee of the Board of Directors,
to consist of such number of directors who are not officers of
the Bank as shall be designated from time to time by resolution
of the Board of Directors, who shall serve for a term of three
(3) years, with the appropriate number of members rotating each
year. Members shall serve until their successors are elected and
shall be eligible to succeed themselves. The Committee shall
meet
22
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upon the call of the Chairman; the time and date to be fixed by
the Committee from time to time.
All recommendations for potential nominees to the Board of
Directors shall be referred to the Nominating Committee which
shall review the qualifications of such potential nominees and
make recommendations to the Chief Executive Officer and the Board
of Directors with respect to such potential nominees. The
Nominating Committee will also review the structure of the Board
and its operation and recommend changes to the Board of Directors
where appropriate. The Committee will also review and recommend
appropriate changes in Board compensation and Board retirement
policies.
SECTION 3.6: LOCAL BOARDS
The Board of Directors may appoint, or authorize an executive
officer to appoint, from time to time, Local Boards of Directors
for any one or more of the offices of the Bank. The members of
Local Boards of Directors shall consist of such persons as shall
be recommended by the Chief Executive Officer of this Bank upon
the recommendation of the senior officer for the geographic area
in which is located the office of the Bank on which Local Board
the individual will serve and shall be approved by vote of the
then members of the affected Local Board of Directors. Such
persons may, but are not required to be, officers or directors of
the Bank. Local Boards of Directors shall serve at the pleasure
of the Board of Directors. No persons shall be eligible for
appointment to or to continue service on a Local Board of
Directors (1) who shall have reached the age of 68, (2) three
years after retiring from active business, (3) one year after
permanent separation from the business or professional organiza-
tion with which such person was primarily associated when first
appointed a Local Director, or (4) one year
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after moving his/her principal residence outside the market area
of the city that is being served, whichever event first occurs.
No Local Director who is an officer of the Bank, or any
subsidiary thereof, shall be eligible for appointment or
reappointment as a Local Director after he has retired from or
otherwise vacated his office. The Chief Executive Officer may
waive any of the provisions of the preceding sentence effective
on a year-to-year basis. The duties of Local Boards of Directors
shall be those prescribed by resolution of the Board of
Directors.
SECTION 3.7: QUORUM
A majority of the respective committees shall constitute a quorum
for the transaction of business, but any committee shall be
authorized and empowered to act by unanimous consent in the
following manner, without notice, call or formal meeting: Any
resolution, proceeding or transaction, approved in writing by all
of the members of such committee by the subscription of their
names in writing to the same or concurrent instruments or to the
minutes thereof, shall be valid and effective as if such action
were taken by unanimous vote at a regularly called meeting of
such committee and shall be entered in the minutes of the
respective committee, dated and certified by the Secretary.
In the absence of a quorum at any meeting of any of the
respective committees, any of the Executive Officers (or in the
case of the Trust Committee, any of the Executive Officers or the
head of the Trust Division) may designate an alternate director
to serve as a member of the committee at such meeting in place of
any absent member.
SECTION 3.8: OTHER COMMITTEES
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The Board of Directors or the Executive Committee may appoint,
from time to time, members of the Board to constitute other
committees of one (1) or more persons, for such purposes and with
such powers as the Board or the Executive Committee, whichever
appointed the Committee, may designate.
SECTION 4.1: GENERAL
(a) NUMBER. The officers of this Bank shall consist of a
Chairman of the Board of Directors, President, and Chief
Executive Officer, one or more Vice Chairmen of the Board of
Directors, one or more Vice Presidents (one or more of whom may
be designated by such additional title as the Board of Directors
may determine), a Secretary, one or more Assistant Secretaries,
and may also include one or more Trust Officers, one or more
Assistant Vice Presidents, one or more Assistant Trust Officers,
a Controller, and such other officers as the Board of Directors
may from time to time determine.
(b) EXECUTIVE OFFICERS; ORDER OF AUTHORITY. As used in these By-
Laws, the term "Executive Officers" shall include the Chairman of
the Board, President, and Chief Executive Officer, the Vice
Chairmen of the Board, the Senior Executive Vice Presidents, and
the Executive Vice Presidents. Their "order of authority" shall
be the order in which their titles are listed above; except that,
where there are two or more Vice Chairmen of the Board or two or
more Senior Executive Vice Presidents or Executive Vice
Presidents, their order of authority shall be as designated by
the Board or Compensation Committee.
Notwithstanding anything to the contrary contained in this
Section 4.1 or elsewhere in these By-Laws, no one other than the
members of the Management Committee of this Bank's parent
company, AmSouth Bancorporation, shall
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participate or have the authority to participate, otherwise than
in the capacity of a director, in major policy making functions
of the Bank. All officers of this Bank other than the members of
the Management Committee of this Bank's parent company, AmSouth
Bancorporation, shall be excluded from major policy making
functions of this Bank, otherwise than in the capacity of a
director of this Bank. Executive officers of all other AmSouth
Bancorporation affiliates (other than members of the AmSouth
Bancorporation Management Committee) and of subsidiaries of this
Bank are excluded from participation in major policy making
functions of this Bank.
(c) MANNER OF ELECTION; TERM OF OFFICE; REMOVAL. The Board of
Directors may, at any time elect such officers as it may deem
desirable. The Board of Directors or its Executive Committee
shall approve the election of any person to an office carrying a
title senior to that of Senior Vice President. Appointment of
employees and election of persons to an office at or below the
level of Senior Vice President shall be made as provided in the
Personnel Policies and Procedures of AmSouth Bancorporation.
Compensation of all officers and employees shall be fixed as
provided in the Personnel Policies and Procedures of AmSouth
Bancorporation. All officers and employees serve at the will of
this Bank and may be removed at any time, with or without cause.
Removal from office of the Chairman of the Board and President,
and any Vice Chairman of the Board shall be by the Board of
Directors or by its Executive Committee. All other officers and
employees may be removed from office by any of the three
Executive Officers having the highest order of authority or by
any person so authorized by the Personnel Policies and Procedures
of AmSouth Bancorporation.
(d) VACANCIES. Vacancies shall be filled as soon as deemed
practicable. In the event of a
26
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vacancy in any of the offices of the Executive Officers, any of
the other Executive Officers remaining active may be elected to
fill the vacancy in such office for such a period as the Board of
Directors may determine or until further action by the Board.
SECTION 4.2: CHAIRMAN OF THE BOARD AND PRESIDENT
The Chairman of the Board and President shall be the Chief
Executive Officer of the Bank and shall preside or designate
another Executive Officer to preside at all regular, called, or
special meetings of the Board and adjournments thereof. Subject
to the control of the Board of Directors, of the Executive
Committee and of other Committees of the Board having authority,
he shall be vested with authority to act for the Bank in all
matters to the extent that such delegation of authority may not
be contrary to law, and shall have general charge of the Bank and
of its business and affairs, including authority over the
detailed operations of the Bank and over its employees, and
subject to the limitations stated, with full power and authority
to do and perform in the name of the Bank all acts necessary or
proper in his opinion to be done and performed and to execute for
and in the name of the Bank all instruments, agreements, and
deeds which may be authorized to be executed on behalf of the
Bank or are required by law.
SECTION 4.3: VICE CHAIRMEN OF THE BOARD
The Vice Chairmen of the Board shall, subject to the control of
the Board of Directors, the Executive Committee, and other
committees of the Board having the authority and of the Chief
Executive Officer, be vested with authority to act for the Bank
in all matters to the extent that such delegation of authority
may not be contrary to law. They shall have the same power to
sign for the Bank as prescribed in
27
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these By-Laws for the Chief Executive Officer. They shall
perform all duties incidental to the office and shall perform
such other duties as may be assigned from time to time by the
Board of Directors or the Chief Executive Officer. In the
absence of the Chief Executive Officer, one of them shall preside
at meetings of stockholders, the Board of Directors, and the
Executive Committee.
SECTION 4.4: OTHER EXECUTIVE OFFICERS
In the absence of the Chief Executive Officer and of the Vice
Chairmen, and unless otherwise directed by the Chief Executive
Officer or one of the Vice Chairmen, the Executive Officers, in
their order of authority, shall preside at the meetings of the
Board. Each of the Executive Officers shall (subject to the
control of the Board of Directors and of the committees of the
Board having authority and to the control of the Chief Executive
Officer or the Vice Chairmen) have and may exercise authority to
act for the Bank in all matters to the extent that such
delegation of authority may not be contrary to law and in general
to discharge the functions and to exercise the authority vested
in the Chief Executive Officer in matters not otherwise acted
upon by the Chief Executive Officer or by other Executive
Officers prior in their order of authority. Subject to the
limitations stated above, such authority of each Executive
Officer shall include authority over the operations of the Bank
within his assigned areas of responsibility and over assigned
employees, and authority to do and perform in the name of the
Bank all acts necessary or proper, in his opinion, to be done and
performed, and to execute for and in the name of the Bank all
instruments, agreements, and deeds which may be authorized to be
executed on behalf of the Bank or required by law.
SECTION 4.5: VICE PRESIDENTS
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Any Vice President shall have authority to execute in the name of
the Bank stock certificates of the Bank and transfers,
conveyances, certificates, releases, satisfactions,
authentications, options, proxies, leases, including oil, gas and
other mineral leases, agreements, or other instruments pertaining
to investment, assets, or commercial operations of the Bank or
powers held or controlled by the Bank, other than in a fiduciary
capacity or constituting a function of the Trust Division as to
which authority is vested in Vice Presidents and Trust Officers.
The Vice Presidents shall have such other powers as are from time
to time conferred upon them by the Board of Directors, committees
of the Board, and the Executive Officers.
SECTION 4.6: HEAD OF THE TRUST DIVISION
The Executive Vice President and Trust Officer, or such other
officer designated by the Board of Directors as the head of the
Trust Division shall have all of the powers and authority vested
in any Vice President and Trust Officer, and in addition, shall
be in charge of and exercise general supervision and management
over the affairs of the Trust Division; shall be empowered, in
his discretion, to appoint all necessary agents and attorneys,
and shall have such other duties and powers as shall be
designated by the Board of Directors.
SECTION 4.7: VICE PRESIDENTS AND TRUST OFFICERS
Each Vice President and Trust Officer shall have all of the
powers vested in any Trust Officer or Assistant Trust Officer,
and in addition is empowered to execute all deeds, conveyances,
mortgages, contracts, bonds, bills of sale, trust or agency
agreements, indentures or deeds of trust, notes, assignments,
powers of attorney or of substitution,
29
<PAGE>
or any other instrument incident to the acceptance of any trust,
or the pledge, sale, or other disposition of any property,
rights, or powers held or controlled by the Bank in any fiduciary
capacity; to purchase, sell, pledge, or otherwise dispose of
stocks, bonds, or any other securities, or property of any kind,
real or personal, for trust accounts; and to perform such other
duties as may be authorized by the Board of Directors, Executive
Committee, or Trust Committee.
Any officer who may be designated as Senior Vice President and
Trust Officer, or Vice President and Investment Officer, or Vice
President and Senior Trust Investment Officer, or Vice President
and Real Estate Officer shall have the same powers as a Vice
President and Trust Officer, and such other authority and
responsibility as may be provided by the Board of Directors, the
Trust Committee, or by the head of the Trust Division.
SECTION 4.8: TRUST OFFICERS AND ASSISTANT TRUST OFFICERS
Each Trust Officer who is not also a Vice President and any
Assistant Trust Officer and any other officer of this Bank
assigned to work in the Trust Division of this Bank shall have
the power to execute all certificates, releases, satisfactions,
authentications (including authentication of bonds), proxies,
leases (including oil, gas, and other mineral leases), transfers,
receipts, agreements, or other instruments pertaining to or
incident to the management or handling of any property, right, or
powers held or controlled by the Bank in any fiduciary capacity,
or pertaining to or incident to the management or handling of any
trust accounts under the supervision or management of the Bank.
Each Trust Officer and each Assistant Trust Officer and any other
officer of this Bank assigned to work in the Trust Division of
this
30
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Bank in addition may execute in the name of the Bank stock
certificates of corporations for which the Bank is transfer agent
or registrar, and mortgages, indentures, or deeds of trust of a
corporate nature in connection with which the Bank is to act in
trustee for holders of bonds or debentures. Each Trust Officer
and each Assistant Trust Officer and any other officer of this
Bank assigned to work in the Trust Division of this Bank shall
also have the authority to affix and attest the corporate seal,
and perform such other duties as may be authorized by the Board
of Directors, the Trust Committee, or by the head of the Trust
Division.
SECTION 4.9: CONTROLLER
The Controller shall have custody of the Bank's general
accounting records, shall prepare financial statements, tax
returns, profit plans, and reports to regulatory authorities and
shall have such other duties as the Chief Executive Officer or
Chief Operating Officer may assign him from time to time.
SECTION 4.10: SECRETARY
The Secretary shall have the custody of the records and shall
keep and record the minutes of the meetings of stockholders and
of the Board of Directors and of all Committees of the Board, but
any other officer may also act as secretary of the meetings and
attest and certify minutes of the Board and Committees thereof.
Minutes shall be signed by the Chairman of the meeting. The
Secretary shall perform such other duties as may be required by
an Executive Officer or by the Board of Directors or Committee
thereof. The Secretary shall also perform and discharge the
usual functions of corporate secretary and shall affix and attest
the corporate seal. Any officer of the Bank shall also be vested
with
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the authority to affix and attest the corporate seal.
SECTION 4.11: EXERCISE OF AUTHORITY OF CHIEF EXECUTIVE OFFICER BY OTHER
EXECUTIVE OFFICERS
In case of the disqualification, death, resignation, or removal
of the Chief Executive Officer, and until the Board of Directors
has filled the vacancy, Vice Chairmen in their order of
authority, shall act as such Chief Executive Officer and with his
full authority. In case of the absence, disqualification, death,
resignation or removal of all the Vice Chairmen, the ordinary
powers of the Chief Executive Officer shall be exercised and his
duties discharged by an officer designated by the Board or the
Executive Committee until the Board has filled the vacancy, but
any extraordinary powers of the Chief Executive Officer shall be
exercised by such designated officer only when authorized by the
Board of Directors or the Executive Committee.
SECTION 4.12: SPECIFIC POWERS OF CERTAIN OFFICERS
Any Executive Officer, any Vice President, any Assistant Vice
President, or other officer, or any of them, and such other
person or persons as may be authorized by the Board of Directors
or by any committee of the Board with authority in the premises,
or by any of the Executive Officers, shall have the power to
receipt for all moneys due or payable to the Bank from any source
whatever, and to sign and endorse checks, drafts, warrants, and
other choses in action in the name of the Bank and in its behalf.
The Chief Executive Officer and the Vice Chairmen (and, if and to
the extent authorized by one (1) of them, any Executive Officer,
any other officer, and any employee) shall
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severally have the right and power to make loans (subject to
limitations which may be imposed from time to time by any of
them). Such officers of the Bank as may be authorized by the
Board of Directors or pursuant to a policy adopted by the Board
of Directors shall severally have the right and authority to
purchase investment securities permitted by law for and on
account of the Bank and the right and power to sell and dispose
of any stocks, bonds, debentures or any other securities of any
kind held or owned by the Bank, and they or any of them shall be
and are hereby authorized to make any and all necessary and
proper transfers of such ownership in any and all cases where
sales thereof are made.
SECTION 4.13: DUAL OFFICES
Any two or more offices of this Bank may, except where prohibited
by law, be held by the same individual. In cases where an
individual holds more than one office, that person shall have the
authority of all offices so held and shall occupy the "order of
authority" provided in these by-laws for the more senior of the
offices held.
SECTION 4.14: BONDS OF OFFICERS AND EMPLOYEES
The Board of Directors shall from time to time designate the
officers and employees who shall be required to give bond and fix
the amounts thereof.
SECTION 5.1: TRANSFERS
Transfer of stock in this Bank can only be made in writing upon
the transfer books of the Bank by the Secretary upon production
of a certificate or certificates of stock with transfer and
assignment endorsed thereon by the person or persons in whose
name the certificate
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was issued, his/her personal representative or duly authorized
attorney in fact, following such procedures as are commonly in
use by stock transfer agents and as may be required by applicable
Federal and State law. The old certificate or certificates must
be surrendered and canceled before the new certificate is issued
or delivered.
SECTION 5.2: STOCK CERTIFICATES
Certificates of stock of this Bank shall be signed by or in the
name of any of the Executive Officers (other than the Executive
Vice Presidents), manually or by facsimile, engraved or printed
signature, shall also be manually signed by the Secretary, and
shall be sealed with the seal of the Bank or shall bear a
facsimile of such seal. Where blank certificates are in supply
bearing the engraved or printed signature of a former officer or
officers, the Board or Executive Committee may adopt and
authorize the use of the same notwithstanding that such person
may have ceased to be such officer at the time when the
certificate shall be actually issued.
SECTION 5.3: LOST OR DESTROYED CERTIFICATES
In case of loss or destruction of any certificate of stock, the
holder or owner thereof shall give notice thereof to the division
or department of the Bank then handling transfers of stock of the
Bank, and if such holder or owner shall desire the issue of a new
certificate in place of the one lost or destroyed, he/she shall
make affidavit of such loss or destruction and deliver the same
to the division or department of the Bank then handling transfers
of stock of the Bank, and accompany the same with a bond, with
security satisfactory to this Bank, to indemnify and save
harmless this Bank against any loss, cost, or damage, in case the
certificate reported
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lost or destroyed should thereafter be presented to this Bank, or
arising out of the issue of such new certificate.
SEAL: The common seal of this Bank shall be a circular die with the
words "AmSouth Bank of Alabama."
SECTION 7.1: FISCAL YEAR
The fiscal year of the Bank shall be the calendar year.
SECTION 7.2: CONVEYANCES OF REAL ESTATE
All conveyances of real estate where the sales price is in such
amount as may be fixed from time to time by resolution of the
Board of Directors or Executive Committee, other than conveyances
by the Bank in a fiduciary capacity, shall be authorized by the
Board of Directors or Executive Committee. All other con-
veyances of real estate shall be made in accordance with policies
adopted from time to time by the Management Committees of AmSouth
Bancorporation. All conveyances of real estate shall be executed
in the name of the Bank by any Executive Officer, or any Vice
President and attested by the Secretary, or any Assistant Vice
President or other officer of the Bank who is severally
authorized to affix the corporate seal of the Bank thereto.
SECTION 7.3: BANKING HOURS
The main office and the branches of this Bank shall be open for
business on such days and during such hours as shall be
determined from time to time by any of the Executive Officers of
the Bank, unless one of said days falls on one of the following
holidays: New Year's Day, Memorial Day, the Fourth of July,
Labor
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Day, Thanksgiving Day, and Christmas Day, or on such other days
as may be authorized by law or by regulation of governmental
authorities and approval by one (1) of the three (3) Executive
Officers highest in order of authority.
For the purpose of allowing time to process items, prove
balances, and make the necessary entries on the Bank's books to
determine its position for the day, 2:00 p.m. is hereby fixed as
a cut-off hour for the handling of money and items and the making
of entries on the books of the Bank. Any item or deposit of
money received on any day after such cut-off hour or after the
close of the banking day shall be treated as received by the Bank
at the opening of the next banking day.
All hours mentioned on this and the other sections of these by-
laws shall be deemed to refer to Central Standard Time or Central
Daylight Time, whichever may be applicable at the time.
AMENDMENTS: These By-Laws may be changed or amended by the vote of a majority
of the entire Board of Directors at any meeting, without previous
notice; provided, however, that the Board of Directors may not
alter, amend, or repeal any By-law establishing what constitutes
a quorum at shareholders' meetings.
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EXHIBIT 4
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, in connection with the proposed issue of CONVERTIBLE DEBT SECURITIES by
PROTECTIVE LIFE CORPORATION, we hereby consent that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request thereof.
Dated August 5, 1994
AMSOUTH BANK OF ALABAMA
BY /s/ Charles S. Northen, IV
----------------------------
Charles S. Northen, IV
Assistant Vice President
and Corporate Trust Officer
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<CAPTION>
Legal Title of Bank: AmSouth Bank N.A. Call Date: 6/30/94 ST-BK: 01-0320 FFIEC 031
Address: P.O. Box 11007 Page RC-2
City, State Zip: Birmingham, AL 35288
FDIC Certificate No.: 0 2 7 8 2
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
----------------------------
C400 [-
Dollar Amounts in Thousands RCFD Bil Mil Thou
- - - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS ///////////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): ///////////////////////
a. Noninterest-bearing balances and currency and coin (1) . . . . . . . . . . . 0081 649,834 1.a.
b. Interest-bearing balances (2) . . . . . . . . . . . . . . . . . . . . . . . 0071 0 1.b.
2. Securities: ///////////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) . . . . . . . . . 1754 1,610,131 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . . . . . . . . 1773 464,720 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic ///////////////////////
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: ///////////////////////
a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0276 150,825 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . . . . . 0277 531,333 3.b.
4. Loans and lease financing receivables: ///////////////////////
a. Loans and leases, net of unearned income (from ///////////////////////
Schedule RC-C . . . . . . . . . . . . . . . . RCFD 2122 6,006,450 /////////////////////// 4.a.
b. LESS: Allowance for loan and lease losses . . RCFD 3123 72,550 /////////////////////// 4.b.
c. LESS: Allocated transfer risk reserve . . . . RCFD 3128 0 /////////////////////// 4.c.
d. Loans and leases, net of unearned income, ///////////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . 2125 5,933,900 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . 3545 13,202 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . 2145 157,073 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . . . . . . 2150 8,268 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2130 12,282 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . . . . . . 2155 3,846 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . 2143 50,600 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . 2160 123,507 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . . . . . 2170 9,709,521 12.
----------------------------
<FN>
- - - -------------------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
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<CAPTION>
Legal Title of Bank: AmSouth Bank N.A. Call Date: 6/30/94 ST-BK: 01-0320 FFIEC 031
Address: P.O. Box 11007 Page RC-2
City, State Zip: Birmingham, AL 35288
FDIC Certificate No.: 0 2 7 8 2
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SCHEDULE RC--CONTINUED
-------------------------------
Dollar Amounts in Thousands /////////// Bil Mil Thou
- - - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES //////////////////////////
13. Deposits: //////////////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 2200 6,488,240 13.a.
(1) Noninterest-bearing (1) . . . . . . . . . . RCON 6631 1,470,022 ////////////////////////// 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . RCON 6636 5,018,218 ////////////////////////// 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs //////////////////////////
(from Schedule RC-E, part II) . . . . . . . . . . . . . . . . . . . . . . . . RCFN 2200 8,925 13.b.
(1) Noninterest-bearing . . . . . . . . . . . . RCFN 6631 0 ////////////////////////// 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . RCFN 6636 8.925 ////////////////////////// 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in //////////////////////////
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in //////////////////////////
IBFs: //////////////////////////
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 0278 895,911 14.a.
b. Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . RCFD 0279 616,931 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . RCON 2840 440,000 15.a.
b. Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3548 4,003 15.b.
16. Other borrowed money: //////////////////////////
a. With original maturity of one year or less . . . . . . . . . . . . . . . . . . RCFD 2332 244,423 16.a.
b. With original maturity of more than one year . . . . . . . . . . . . . . . . . RCFD 2333 5,528 16.b.
17. Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . RCFD 2910 180 17.
18. Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . RCFD 2920 3,846 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3200 0 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . RCFD 2930 243,612 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . . . . . RCFD 2948 8,951,599 21.
//////////////////////////
22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL //////////////////////////
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 16,050 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . RCFD 3839 268,562 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . RCFD 3632 476,957 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities . . . . RCFD 8434 (3,647) 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . . . . RCFD 3210 757,922 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of //////////////////////////
items 21, 22, and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3300 9,709,521 29.
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<FN>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ---------------
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
---------------
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank performed by other
generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company (but auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state
chartering authority)
-------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
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