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): October 14, 2004
Protective Life Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-12332 | 95-2492236 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) | (IRS Employer Identification No.) |
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Principal Executive Offices,
Including Zip Code)
Registrant's telephone number, including area code: (205) 268-1000
Protective Life Corporation (the "Company") has registered various securities including debt securities (the "Debt Securities") pursuant to Registration Statement No. 333-105003 (the "Registration Statement"). The securities, including the Debt Securities, were registered on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. On October 14, 2004, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with the underwriters named therein, relating to the offering by the Company of a series of Debt Securities: $150,000,000 aggregate principal amount of 4.875% Senior Notes due November 1, 2014 (the "Offered Securities"). The Offered Securities were issued on October 21, 2004 under the Senior Indenture, dated as of June 1, 1994, between the Company and The Bank of New York, as trustee (the "Trustee"), as supplemented by Supplemental Indenture No. 10, dated as of October 21, 2004 (the "Supplemental Indenture"). Each of (i) the Underwriting Agreement, (ii) the Pricing Agreement outlining the terms of the Offered Securities, and (iii) the form of Offered Securities are being filed as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description of Document |
|
|---|---|---|
| 1.1 | Underwriting Agreement dated as of October 14, 2004 between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC as underwriters. | |
1.2 |
Pricing Agreement dated as of October 14, 2004 between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC. |
|
4.1 |
Form of 4.875% Senior Note due November 1, 2014. |
|
4.2 |
Supplemental Indenture No. 10 dated as of October 21, 2004 between the Company and The Bank of New York, as trustee. |
|
5.1 |
Opinion of Deborah J. Long, Esq, Senior Vice President, Secretary and General Counsel, as counsel to Protective, as to the legality of certain of the Offered Securities. |
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.
| PROTECTIVE LIFE CORPORATION | ||||
Date: October 21, 2004 |
By: |
/s/ ALLEN W. RITCHIE |
||
| Name: | Allen W. Ritchie | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| Exhibit Number |
Description |
Page No. |
||
|---|---|---|---|---|
| 1.1 | Underwriting Agreement dated as of October 14, 2004 between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as underwriters. | |||
| 1.2 | Pricing Agreement dated as of October 14, 2004 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC. | |||
| 4.1 | Form of 4.875% Senior Note due November 1, 2014. | |||
| 4.2 | Supplemental Indenture No. 10 dated as of October 21, 2004 between the Company and The Bank of New York, as trustee. | |||
| 5.1 | Opinion of Deborah J. Long, Esq, Senior Vice President, Secretary and General Counsel, as counsel to Protective, as to the legality of certain of the Offered Securities. |