The Registrant requests that the
Registration Statement become
effective immediately upon filing
pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on August 16, 1995
REGISTRATION NO. 33-_______________
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 6311 95-2492236
(State or other jurisdiction (Primary standard (I.R.S. employer
of incorporation or industrial identification number
organization) classification code number)
number)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35202
(205) 879-9230
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PROTECTIVE LIFE CORPORATION
401(k) AND STOCK OWNERSHIP PLAN
(full title of the Plan)
_________________
JOHN K. WRIGHT
VICE PRESIDENT, SENIOR
ASSOCIATE COUNSEL AND SECRETARY
PROTECTIVE LIFE CORPORATION
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35202
(205) 879-9230
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPIES TO:
J. MICHAEL SAVAGE
MAYNARD, COOPER & GALE, P.C.
1901 SIXTH AVENUE NORTH
SUITE 2400
BIRMINGHAM, ALABAMA 35203
_________________
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(1) PRICE(1) FEE
Common Stock, $0.50
par value 500,000 shares $28.75 per share $14,375,000 $4,957
<FN>
(1) Estimated only for the purpose of calculating the registration fee. Such estimates have been calculated in accordance with
Rule 457(h) under the Securities Act of 1933 and are based upon the average of the high and low prices per share of the
Registrant's Common Stock on the New York Stock Exchange on August 7, 1995, as reported by the Wall Street Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an undetermined
amount of interests to be offered or sold pursuant to the Protective Life Corporation 401(k) and Stock Ownership Plan described
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Protective Life Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1994.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.
3. Protective Life Corporation 401(k) and Stock Ownership Plan Annual
Report on Form 11-K, for the year ended December 31, 1994.
4. The description of the Registrant's shares of Common Stock, par
value $0.50 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including all amendments and reports filed
for the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that
a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified and superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors, officers, employees and agents of the Registrant and its
subsidiaries or those serving at its request as directors, officers,
employees or agents of another corporation or enterprise are entitled to
indemnification as expressly permitted by the provisions of the General
Corporation Law of the State of Delaware, the Registrant's Certificate of
Incorporation, as amended, and the Registrant's liability insurance. In
addition, the executive officers and directors of the Registrant are entitled
to indemnification under the forms of written contracts with the Registrant
which supplement the Registrant's directors' and officers' liability
insurance. Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 Protective Life Corporation Amended and Restated 401(k) and
Stock Ownership Plan
* 4.2 Protective Life Corporation 401(k) and Stock Ownership Plan
Trust filed as Exhibit 4.2 to Registrant's Registration
Statement on Form S-8 (33-38952)
* 4.3 Restated Certificate of Incorporation of Registrant filed as
Exhibit B to Registrant's Form 10 Registration Statement
* 4.4 Certificate of Amendment to Restated Certificate of
Incorporation of Registrant filed as Exhibit A to Registrant's
Form 8-K Report filed May 18, 1983
* 4.5 Certificate of Amendment to Restated Certificate of
Incorporation of Registrant filed with the Secretary of State
of Delaware on January 3, 1985 - Filed as Exhibit 3(a)(2) to
Registrant's Form 10-K Annual Report for the year ended
December 31, 1984
* 4.6 By-laws of Registrant filed as Exhibit C to Registrant's Form
10 Registration Statement
* 4.7 Amended By-laws of Registrant filed as Exhibit B to
Registrant's Form 8-K Report filed May 18, 1983
5.1 Opinion of Maynard, Cooper & Gale, P.C.
5.2 Internal Revenue Service determination letter dated April 25,
1995
15 Letter re unaudited interim financial information
23.1 Consent of Coopers & Lybrand
23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit
5)
24 Powers of Attorney
____________________________
* Incorporated by Reference
ITEM 9. UNDERTAKINGS.
(a) 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 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,
represents a fundamental change in the information set forth 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. The
Registrant hereby undertakes that in the event that a claim for
indemnification against such liabilities (other than the 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 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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, as of the 7th day of August, 1995.
PROTECTIVE LIFE CORPORATION
By: /s/ Drayton Nabers, Jr.
Drayton Nabers, Jr.
Chairman of the Board and President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 7, 1995.
SIGNATURE TITLE
(i) Principal Executive Officer:
/s/ Drayton Nabers, Jr. Chairman of the Board and
Drayton Nabers, Jr. President, and Chief Executive
Officer
(ii) Principal Financial Officer:
/s/ John D. Johns Executive Vice President and
John D. Johns Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ Jerry W. DeFoor Vice President and Controller,
Jerry W. DeFoor and Chief Accounting Officer
(iv) Board of Directors:
* Chairman Emeritus and Director
William J. Rushton III
/s/ Drayton Nabers, Jr. Director
Drayton Nabers, Jr.
* Director
John W. Woods
SIGNATURES TITLE
* 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/ Jerry W. DeFoor
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, Alabama, on August 7, 1995.
By: /s/ J. William Hamer, Jr.
J. William Hamer, Jr.
Plan Administrator
EXHIBIT INDEX
Exhibit
No. Exhibit
4.1 Protective Life Corporation 401(k) and Stock Ownership Plan,
with First Amendment and Second Amendment thereto
5.1 Opinion of Maynard, Cooper & Gale, P.C.
5.2 Internal Revenue Service determination letter dated April 25,
1995
15 Letter re unaudited interim financial information
23.1 Consent of Coopers & Lybrand
24 Power of Attorney