Page 1 of 10 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
PROTECTIVE LIFE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
743674-10-3
-----------
(CUSIP Number)
Not Applicable
_____________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 743674-10-3 Page 2 of 10 pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AmSouth Bancorporation
No. 63-0591257
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
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SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
5,418,417
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
5,531,610
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,925,298
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
8.6%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
HC
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CUSIP No. 743674-10-3 Page 3 of 10 pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AmSouth Bank
No. 63-0935103
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Alabama
------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
5,418,417
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
5,531,610
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,925,298
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
8.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
BK
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Page 4 of 10 pages
AMENDMENT NO. 23
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
Item 1(a) Name of Issuer:
---------
Protective Life Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
---------
2801 Highway 280 South
Birmingham, Alabama 35223
Item 2(a) Name of Persons Filing:
---------
AmSouth Bancorporation
AmSouth Bank
Item 2(b) Address of Principal Business Office or, if none, Residence:
---------
AmSouth Bancorporation
AmSouth/Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
AmSouth Bank
AmSouth/Sonat Tower
Birmingham, Alabama 35203
Item 2(c) Citizenship:
---------
AmSouth Bancorporation is a Delaware corporation. AmSouth Bank
is a bank organized under the laws of the State of Alabama.
Item 2(d) Title of Class of Securities:
----------
Common stock
Item 2(e) CUSIP Number: 743674-10-3
---------
Page 5 of 10 pages
Item 3 If this Statement is filed pursuant to Rules 13d-1(b) or 13d-
------- 2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o)
(b) [X] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) [ ] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with (S)240.13d-1(b)(1)(ii)(F)
(g) [X] A parent holding company or control person in
accordance with (S)240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
Item 4 Ownership
------
(a) Amount Beneficially Owned:
AmSouth Bancorporation: 5,925,298
AmSouth Bank: 5,925,298
(b) Percent of Class:
AmSouth Bancorporation: 8.6%
AmSouth Bank: 8.6%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
Page 6 of 10 pages
AmSouth Bancorporation: 5,418,417
AmSouth Bank: 5,418,417
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of:
AmSouth Bancorporation: 5,531,610
AmSouth Bank: 5,531,610
Pursuant to Rule 13d-4, it is hereby declared that the filing of this
Statement shall not be construed as an admission that AmSouth
Bancorporation or AmSouth Bank is, for the purpose of Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial owner
of any securities covered by this Statement.
Item 5 Ownership of Five Percent or Less of a Class
------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
------
All of the shares covered by this Statement are held by trusts and
estates of which AmSouth Bancorporation's subsidiary, AmSouth Bank, is
a fiduciary. No single one of these trusts and estates holds as much
as five percent of the class. Generally, under the terms of the
instrument establishing each such trust or estate, dividends on and
proceeds from the sale of securities held by the trust or estate are
paid to it, with distribution of any such amounts to beneficiaries
thereof being made from the trust or estate pursuant to the terms of
the governing instrument.
Item 7 Identification and Classification of the Subsidiary Which
------
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
See Exhibit 1.
Item 8 Identification and Classification of Members of the Group
------
Not applicable.
Item 9 Notice of Dissolution of Group
-------
Not applicable.
Page 7 of 10 pages
Item 10 Certification
-------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business, and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities, and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Signatures:
-----------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
February 14, 2002
-----------------
Date
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
Page 8 of 10 pages
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
February 14, 2002
-----------------
Date
AMSOUTH BANK
By: /s/ Carl L. Gorday
------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
Page 9 of 10 pages
EXHIBIT 1
TO
AMENDMENT NO. 23
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
The securities covered by this Statement are held in a fiduciary
capacity by the following subsidiary of AmSouth Bancorporation, which is a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
and classified in Item 3(b) of Schedule 13G:
AmSouth Bank
Page 10 of 10 pages
EXHIBIT 2
TO
AMENDMENT NO. 23
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
The undersigned, AmSouth Bancorporation and AmSouth Bank, hereby
agree that the foregoing Statement on Schedule 13G is filed on behalf of
each of them.
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
------------------
Carl L. Gorday, Assistant Secretary
AMSOUTH BANK
By: /s/ Carl L. Gorday
------------------
Carl L. Gorday, Assistant Secretary