As filed with the Securities and Exchange Commission on Page _1_ of _24_
January 13, 1994 Exhibit Index
on page 7
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTECTIVE LIFE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2492236
(State of Incorporation) (I.R.S. Employer Identification No.)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip Code)
PROTECTIVE LIFE CORPORATION
DEFERRED COMPENSATION PLAN
FOR OFFICERS
(Full Title of the Plan)
JOHN K. WRIGHT
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of Registration
be Registered Registered Share(1) Price(1) Fee(1)
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Common Stock,
$0.50 par value 400,000 $43.125 $17,250,000 $5,948.28
(1) Estimated only for the purpose of calculating the registration fee.
Such estimates have been calculated in accordance with Rule 457(h) and
Rule 457(c) 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 as reported by the New York Stock Exchange on January 7, 1994.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY
UPON FILING AS PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K for Protective Life
Corporation (the "Company") for the year ended December 31, 1992.
(b) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above.
(c) The description of the Company's common stock (which is
registered under Section 12 of the Securities Exchange Act of 1934)
which is contained in the Company's Registration Statements on Form 10
and Form 8-A filed under such Act, and any amendment or report filed for
the purpose of updating such description.
All reports and other documents filed with the Securities and Exchange
Commission by the Company and the Protective Life Corporation Deferred
Compensation Plan for Officers (the "Plan") subsequent to the date of this
Prospectus pursuant to Sections 13, 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. The Company will deliver without
charge, upon written or oral request, a copy of any and all information that
is incorporated by reference herein. Such requests should be directed to the
Secretary of the Company.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.5 of Article VI of the Certificate of Incorporation of the
Company, as amended, provides, in part, that each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
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agent of another corporation, partnership, joint venture, trust or other
enterprise, whether the basis of such action, suit or proceeding is alleged
action in an official capacity or any other capacity while in the service of
the Company, shall be indemnified by the Company to the fullest extent
authorized by law, against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA, excise taxes, or penalties and
amounts paid or to be paid in settlement) reasonably incurred by such person in
connection therewith. Indemnification will not be provided to any person who
initiates an action, suit or proceeding unless the filing of such action, suit
or proceeding is approved in advance by Company's Board of Directors. The
right to indemnification conferred herein shall be a contract right and shall
include the right, subject to all requirements of law, to be paid by the
Company the expenses incurred in defending any action, suit or proceeding in
advance of its final disposition. The Company may, by action of its Board of
Directors, extend similar rights of indemnification to its employees and
agents.
In addition, the executive officers and directors are insured by the
Company's Directors' and Officers' Liability Insurance Policy including
company reimbursement and are indemnified by a written contract with the
Company which supplements such coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See the Exhibit Index on page 7 of this Registration Statement.
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, represent 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
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filed by the registrant pursuant to Section 13
or 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.
(e) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(h) 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. 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 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 Act and will be governed by the final adjudication
of such issue.
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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 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 Birmingham, Alabama on the 13th day of
January, 1994.
PROTECTIVE LIFE CORPORATION
By:/S/DRAYTON NABERS, JR.
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Drayton Nabers, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
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/s/Drayton Nabers, Jr. President and Chief Executive January 13, 1994
- ------------------------ Officer (Principal Executive
DRAYTON NABERS, JR. Officer) and Director
/s/ John D. Johns Executive Vice President and January 13, 1994
- ------------------------ Chief Financial Officer
JOHN D. JOHNS (Principal Financial Officer)
/s/ Jerry W. DeFoor Vice President and Controller, January 13, 1994
- ------------------------ and Chief Accounting Officer
JERRY W. DEFOOR (Principal Accounting Officer)
* Chairman of the Board and January 13, 1994
- ------------------------ Director
WILLIAM J. RUSHTON III
* Director January 13, 1994
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JOHN W. WOODS
* Director January 13, 1994
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CRAWFORD T. JOHNSON III
* Director January 13, 1994
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WILLIAM J. CABANISS, JR.
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* Director January 13, 1994
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H. G. PATTILLO
* Director January 13, 1994
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EDWARD L. ADDISON
* Director January 13, 1994
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JOHN J. MCMAHON, JR.
* Director January 13, 1994
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A. W. DAHLBERG
* Director January 13, 1994
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JOHN W. ROUSE, JR.
* Director January 13, 1994
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ROBERT T. DAVID
* Director January 13, 1994
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RONALD L. KUEHN, JR.
* Director January 13, 1994
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HERBERT A. SKLENAR
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*Drayton Nabers, Jr., by signing his name hereto, does sign this
document on behalf of each of the persons indicated above pursuant to powers
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.
By: /S/ Drayton Nabers, Jr.
---------------------------
DRAYTON NABERS, JR.
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT PAGE
4 Protective Life Corporation Deferred Compensation Plan
for Officers............................................ 8
5 Opinion of General Counsel of Protective Life Corporation... 15
8 Opinion re Tax Matters...................................... 16
15 Letter re Unaudited Interim Financial Information........... 19
23(a) Consent of General Counsel of Protective Life Corporation... 20
23(b) Consent of Coopers & Lybrand................................ 21
23(c) Consent of KPMG Peat Marwick................................ 22
24 Power of Attorney........................................... 23
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