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FORM 10-Q
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-12332
PLC CAPITAL L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 63-1114346
(State of incorporation) (IRS Employer Identification Number)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices)
(205) 879-9230
(Registrant's telephone number)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
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PLC CAPITAL L.L.C.
INDEX
PAGE NUMBER
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PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Statement of Income for the period from
June 9, 1994 through June 30, 1994 (unaudited) . . . . . . 2
Condensed Balance Sheet as of June 30, 1994 (unaudited) . . . 3
Condensed Statement of Cash Flows for the period
from June 9, 1994 through June 30, 1994 (unaudited). . . . 4
Notes to Condensed Financial Statements (unaudited) . . . . . 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . 7
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 8
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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PLC CAPITAL L.L.C.
CONDENSED STATEMENT OF INCOME
FOR THE PERIOD FROM JUNE 9, 1994 THROUGH JUNE 30, 1994
(Dollars in thousands)
(Unaudited)
REVENUES
Interest income from Protective Life Corporation
9% Subordinated Debentures, Series A $366
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366
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EXPENSES 0
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NET INCOME 366
Distributions on 9% Cumulative Monthly Income Preferred
Securities, Series A 289
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Earnings available for common interests $ 77
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
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PLC CAPITAL L.L.C.
CONDENSED BALANCE SHEET
JUNE 30, 1994
(Dollars in thousands, except per security amount)
(Unaudited)
ASSETS
Protective Life Corporation
9% Subordinated Debentures, Series A $69,620
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TOTAL ASSETS $69,620
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9% Cumulative Monthly Income Preferred Securities, Series A
(2,200,000 securities issued and outstanding,
at liquidation preference of $25 per security) $55,000
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COMMON INTERESTS
Class A common interest 12,531
Class B common interest 2,089
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TOTAL COMMON INTERESTS 14,620
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TOTAL PREFERRED SECURITIES
AND COMMON INTERESTS $69,620
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
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PLC CAPITAL L.L.C.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 9, 1994 THROUGH JUNE 30, 1994
(Dollars in thousands)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 366
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Net cash provided by operating activities 366
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CASH FLOWS FROM INVESTING ACTIVITIES
Cost of investments acquired (69,620)
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Net cash used in investing activities (69,620)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of 9% Cumulative Monthly
Income Preferred Securities, Series A 55,000
Capital contribution from common interests 14,620
Preferred distributions (289)
Common distributions (77)
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Net cash provided by financing activities 69,254
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INCREASE (DECREASE) IN CASH 0
CASH AT BEGINNING OF PERIOD 0
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CASH AT END OF PERIOD $ 0
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
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PLC CAPITAL L.L.C.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of PLC Capital
L.L.C. have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation have
been included. Operating results for the period from June 9, 1994 through
June 30, 1994 are not necessarily indicative of the results that may be expected
for the period ending December 31, 1994.
NOTE B - FORMATION OF THE COMPANY AND ISSUANCE OF SECURITIES
PLC Capital L.L.C. (the "Company") is a limited liability company formed
under the laws of the State of Delaware on March 24, 1994. Protective Life
Corporation ("PLC") owns, directly and indirectly, all the outstanding common
limited liability company interests ("Common Securities") of the Company, which
Common Securities are nontransferable. The Company was formed by PLC solely to
issue preferred limited liability company interests ("Preferred Securities") and
Common Securities (collectively, the "Membership Securities") and to lend the
proceeds thereof to PLC. The Company had no operating history prior to
June 9, 1994 and is not engaged in (and will not engage in) any activity other
than the issuance of its Membership Securities and the lending of the net
proceeds thereof to PLC. The Company is managed by PLC in its capacity as
holder of the Class A Common Interest of the Company.
On June 9, 1994, the Company issued $55 million of 9% Cumulative Monthly
Income Preferred Securities, Series A ("MIPS"). Holders of the MIPS are
entitled to receive cumulative cash distributions ("dividends") at an annual
rate of 9% of the liquidation preference of $25 per security. The proceeds
from the sale of the MIPS along with the capital contributed with respect to
the Common Securities (together amounting to approximately $69.6 million) was
loaned to PLC in exchange for 9% Subordinated Debentures, Series A (the
"Debentures"). The Debentures accrue interest at 9% per annum and become due
and payable on June 30, 2024. PLC has the right to prepay the Debentures,
without premium or penalty, at any time on or after June 30, 1999. At maturity
and subject to certain conditions, the Company may reloan the repaid principal
to PLC for a term of less than 20 years.
Interest and principal payments on the Debentures are intended to fund the
payment of dividends and redemption and liquidation distributions on the MIPS
and Common Securities. The payment of dividends and all payments on
liquidation or redemption with respect to the MIPS are guaranteed by PLC to the
extent described in PLC and the Company's Registration Statement of Form S-3
(Registration No. 33-52831). PLC has the right under the Debentures to extend
interest payment periods up to 60 months, and as a consequence, monthly
dividends on the MIPS may be deferred (but will continue to accumulate, together
with additional dividends on any accumulated but unpaid dividends at the
dividend rate) by the Company during such extended interest payment period. The
MIPS are redeemable for cash, at the option of the Company and
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subject to the prior consent of PLC, in whole or in part, at any time on or
after June 30, 1999. The MIPS are also subject to redemption, at the option of
the Company, for cash and/or in exchange for the Debentures in the event that
certain changes in law or legal interpretation are applicable to the Company or
PLC. The MIPS have a mandatory redemption date of June 9, 2044.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PLC Capital L.L.C. (the "Company") is a special purpose finance subsidiary
of Protective Life Corporation ("PLC"). The Company had no operating history
prior to June 9, 1994 and was formed solely to issue securities and lend the
proceeds thereof to PLC. The Company is managed by PLC in its capacity as
holder of the Class A Common Interest of the Company (in such capacity, the
"Managing Member").
Net income for the period ended June 30, 1994 was approximately $0.4
million, reflecting income received from PLC at an annual rate of 9% for the
period from June 9, 1994 to June 30, 1994.
Total assets at June 30, 1994 were approximately $69.6 million, reflecting
long term accounts receivable relating to the principal amount of funds loaned
to PLC.
Common interests at June 30, 1994 totaled approximately $14.6 million,
reflecting capital contributions from PLC and a wholly owned subsidiary of PLC
related to the Class A Common Interest and the Class B Common Interest.
Net cash flows from operating, investing, and financing activities reflect
the transactions discussed above.
On June 30, 1994, PLC, as Managing Member of the Company, declared and paid
distributions for the period beginning June 9, 1994 through June 30, 1994, which
totaled approximately $0.13 per security on its 9% Cumulative Monthly Income
Preferred Securities, Series A and $65,791 on the Class A Common Interest and
$10,965 on the Class B Common Interest to holders of record at the close of
business on June 29, 1994.
The Company's sole source of cash is from interest and principal payments
received from PLC which is intended to fund the payment of dividends and
redemption and liquidation distributions on securities issued by the Company.
See "Note B - Formation of the Company and Issuance of Securities" to the
Condensed Financial Statements for a more detailed discussion of the Company and
its activities.
The Company believes that it meets certain criteria whereby it is exempt
from the periodic filing requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and has submitted a request to the Securities and Exchange
Commission ("SEC") for such an exemption or, alternatively, confirmation from
the staff of the SEC that it will not recommend any enforcement action if the
Company does not comply with the periodic reporting requirements of the Exchange
Act. As a precautionary measure and without prejudice to the above request, the
Company elected to file this Form 10-Q for the period ended June 30, 1994. At
such time that the Company receives a favorable ruling from the SEC, the Company
will discontinue its filings under the Exchange Act.
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a). Exhibits
None
(b). Reports on Form 8-K
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PLC CAPITAL L.L.C.
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(Registrant)
By Protective Life Corporation
as Managing Member
Date: August 19, 1994 /s/ Jerry W. DeFoor
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Jerry W. DeFoor
Vice President and Controller
and Chief Accounting Officer
(Duly authorized officer)
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