As filed with the Securities and Exchange Commission on
March 14, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 Highway 280 South
Birmingham, Alabama 35223
1997 Long-Term Incentive Plan
(Full title of the Plan)
Deborah J. Long, Esq.
Vice President, General Counsel and Secretary
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 868-3885
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered (1) unit price fee
- ------------- ---------------- ---------------- ---------------- ---
Common Stock, 4,000,000 $ 21.75 $87,000,000 $22,968
par value (2)
$.50 per share
(1) Consists of shares of Common Stock and an equal number of tandem Rights
to be issued under the terms of the 1997 Long-Term Incentive Plan. Such
additional shares as may be issued by operation of the recapitalization
provisions of the Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon an assumed price of $ 21.75 per share,
the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange tape on March 10, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by Protective Life Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report
referred to in (a) above;
(c) The description of the Company's Common Stock, par
value $.50 per share (the "Common Stock"), contained
in a registration statement filed under the Exchange
Act, and any amendment or report filed for the
purpose of updating such description; and
(d) The description of the Company's preferred share
purchase rights (the "Rights") contained in a report
filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act and any amendment or report filed
to update such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be part hereof
from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The legality of the securities offered hereby will be passed
upon for the Company by Deborah J. Long, Esq., Senior Vice
President, General Counsel and Secretary of the Company.
Ms. Long, an employee of the Company, is a participant in the
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1997 Long-Term Incentive Plan and other employee benefit plans
offered by the Company.
Item 6. Indemnification of Directors and Officers
The Company 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 the Company 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 the Company, the Company 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.
The Company has similar agreements with certain of its executive officers under
which the Company 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 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibits Description of Exhibit
4.1 1998 Restated Certificate of Incorporation of the Company
filed with the Secretary of State of Delaware on November 12,
1998, filed as Exhibit 3(a) to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1998.
4.2 1998 Amended and Restated By-laws of the Company Effective
November 2, 1998, filed as Exhibit 3(b) to the Company's
Annual Report on Form 10-K/A for
the year ended December 31, 1998.
4.3 Rights Agreement, dated as of August 7, 1995, between the
Company and The Bank of New York as successor to AmSouth Bank
(formerly, AmSouth Bank N.A.), as Rights Agent filed as
Exhibit 2 to the Company's Form 8-K Current Report filed
August 7, 1995 and filed as Exhibit 1 to the Company's Form
8-A Registration Statement filed August 7, 1995.
5 Opinion of Deborah J. Long, Esq. as to the legality of
securities to be registered (filed herewith).
2
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Deborah J. Long, Esq. (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
99 The Company's 1997 Long-Term Incentive Plan filed as Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q filed
May 15, 1998.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned registrant
hereby undertakes:
-----------------
(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, unless the information is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(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, unless the information is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(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.
(2) That, for the purpose of determining any liability under
the Securities Act, 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) Subsequent Exchange Act Documents. The undersigned
registrant hereby
---------------------------------
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undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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) Indemnification. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the 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, the 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 the
14th day of March, 2000.
PROTECTIVE LIFE CORPORATION
By: /s/ John D. Johns
-----------------------
John D. Johns
President and Chief
Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities on the date indicated.
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Signatures Title Date
* Chairman and Chief
Drayton Nabers, Jr. Executive Officer; Director
/s/ John D. Johns President and Chief Operating March 14, 2000
- ---------------------------------
John D. Johns Officer; Director
/s/ Jerry W. DeFoor Vice President and Controller March 14, 2000
- -------------------------------
Jerry W. DeFoor
* Director
- -------------------------------------
William J. Cabaniss, Jr.
* Director
- -------------------------------------
John J. McMahon, Jr.
* Director
- -------------------------------------
A. W. Dahlberg
* Director
- -------------------------------------
Ronald L. Kuehn, Jr.
* Director
- -------------------------------------
James S. M. French
* Director
- -------------------------------------
Robert A. Yellowlees
* Director
- -------------------------------------
Elaine L. Chao
* Director
- -------------------------------------
Donald M. James
* Director
- -------------------------------------
J. Gary Cooper
* Director
- -------------------------------------
H. Corbin Day
* By: /s/ Nancy Kane March 14, 2000
-----------------------------
Nancy Kane
Attorney-in-Fact
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Index to Exhibits
Exhibit No. Description of Exhibit
5 Opinion of Deborah J. Long, Esq. as to the legality
of securities to be registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deborah J. Long, Esq. (included in
Exhibit 5).
24 Powers of Attorney.
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