SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 17, 2001
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12332 95-2492236
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 879-9230
N/A
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On August 17, 2001, Protective Life Corporation ("Protective") and
PLC Capital Trust III ("Trust III"), entered into a purchase agreement (the
"Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc., as Representatives of the Underwriters named in the Purchase
Agreement, for the sale of 4,000,000 7-1/2% Trust Preferred Securities
(Liquidation Amount $25 per Trust Preferred Security) of Trust III. Such
Trust Preferred Securities are a portion of the $500 million of securities
that were registered by Protective and Trust III pursuant to a registration
statement on Form S-3 under Rule 415 under the Securities Act of 1933, as
amended, which registration statement was declared effective on July 13, 1999
(File No. 333-80769 (the "Registration Statement")).
A copy of the Purchase Agreement is filed as Exhibit 1.1 to this Form
8-K. The consent of Debevoise & Plimpton, tax counsel to Protective and Trust
III, to the filing of the opinion set forth in full under the caption "United
States Federal Income Tax Consequences" in the Prospectus Supplement dated
August 17, 2001, to the Prospectus dated July 13, 1999, included in the
Registration Statement and the reference to such firm in such Prospectus
Supplement is filed as Exhibit 8.1 to this Form 8-K. Copies of the instruments
defining the rights of the holders of the Trust Preferred Securities are filed
as Exhibits 4.1 through 4.5 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
1.1 Purchase Agreement dated August 17, 2001, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc., as Representatives of the Underwriters named in the
Purchase Agreement.
4.1 Certificate of Trust of PLC Capital Trust III, dated July 1, 1997
(incorporated herein by reference to Exhibit 4(bb) to Protective's
Registration Statement on Form S-3 filed on July 8, 1997 (File No.
333-30965)).
4.2 Amended and Restated Declaration of Trust of Protective Life
Corporation Capital Trust III, dated August 22, 2001.
4.3 Supplemental Indenture No. 5 to the Subordinated Debenture, dated
August 22, 2001, between Protective Life Corporation and The Bank
of New York (as successor to AmSouth Bank), as Trustee defining the
rights of the 7-1/2% Subordinated Debentures due 2031, Series D.
4.4 Preferred Securities Guarantee Agreement, dated August 22, 2001,
between Protective Life Corporation, as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee.
4.5 Common Securities Guarantee Agreement, dated August 22, 2001,
between Protective Life Corporation, as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee.
8.1 Tax Opinion of Debevoise & Plimpton with respect to the Trust
Preferred Securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 22, 2001
PROTECTIVE LIFE CORPORATION
By: /s/Jerry W. DeFoor
-------------------------------------
Jerry W. DeFoor
Vice President and Controller
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1.1 Purchase Agreement dated August 17, 2001, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
Barney, Inc. as Representatives of the Underwriters named in the
Purchase Agreement.
4.1 Certificate of Trust of PLC Capital Trust III, dated July 1, 1997
(incorporated herein by reference to Exhibit 4(bb) to Protective's
Registration Statement on Form S-3 filed on July 8, 1997 (File No.
333-30965)).
4.2 Amended and Restated Declaration of Trust of Protective Life
Corporation Capital Trust III, dated August 22, 2001.
4.3 Supplemental Indenture No. 5 to the Subordinated Debenture, dated
August 22, 2001, between Protective Life Corporation and The Bank
of New York (as successor to AmSouth Bank), as Trustee defining the
rights of the 7-1/2% Subordinated Debentures due 2031, Series D.
4.4 Preferred Securities Guarantee Agreement, dated August 22, 2001,
between Protective Life Corporation, as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee.
4.5 Common Securities Guarantee Agreement, dated August 22, 2001,
between Protective Life Corporation, as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee.
8.1 Tax Opinion of Debevoise & Plimpton with respect to the Trust
Preferred Securities.