SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROTECTIVE LIFE CORPORATION PLC CAPITAL TRUST III
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in Trust Agreements)
DELAWARE DELAWARE
(State of incorporation or (State of incorporation or
organization of registrant) organization of each registrant)
95-2492236 72-6182543
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA
(Address of principal executive offices of each registrant)
35223
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each class is to be
Title of each class to be so registered registered
Trust Originated Preferred Securities New York Stock Exchange
("TOPrS"), to be issued by PLC Capital
Trust III and the Preferred Securities
Guarantee by Protective Life Corporation
with respect thereto
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-80769
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Trust Originated Preferred Securities (the "Preferred
Securities") of PLC Capital Trust III ("PLC Capital"), guaranteed by
Protective Life Corporation to the extent set forth in the form of
Preferred Securities Guarantee (the "Preferred Securities Guarantee")
of Protective Life Corporation (the "Company"), represent undivided
beneficial interests in the assets of PLC Capital. The Preferred
Securities and the Preferred Securities Guarantee were registered on
a delayed (shelf) basis with the Securities and Exchange Commission
in 1999. The descriptions of the Preferred Securities and the
Preferred Securities Guarantee are set forth under the captions
"Description of Securities" in the Prospectus Supplement to be
subsequently filed by the Company and PLC Capital pursuant to Rule
424(b) under the Securities Act as a supplement to the base
Prospectus filed in the Company's and PLC Capital's Registration
Statement on Form S-3 (Registration No. 333-80769), filed with the
Securities and Exchange Commission on June 16, 1999 and which became
effective on July 13, 1999.
Item 2. EXHIBITS.
1.01 Registration Statement on Form S-3 (Registration No.
333-80769) filed with the Securities and Exchange
Commission on June 16, 1999 by Protective Life Corporation
and PLC Capital Trust III, as amended (the "Registration
Statement"), is incorporated herein by reference.
4.01 Subordinated Indenture, dated as of June 1, 1994, between
Protective Life Corporation and The Bank of New York (as
successor to AmSouth Bank), as Trustee (incorporated by
reference to Exhibit 4(h) to Protective Life Corporation's
Current Report on Form 8-K filed June 17, 1994).
4.02 Supplemental Indenture No. 1, dated as of June 9, 1994, to
the Subordinated Indenture between Protective Life
Corporation and The Bank of New York (as successor to
AmSouth Bank), as Trustee (incorporated by reference to
Exhibit 4(h)(1) to Protective Life Corporation's Current
Report on Form 8-K filed June 17, 1994).
4.03 Supplemental Indenture No. 2, dated as of August 1, 1994,
to the Subordinated Indenture between Protective Life
Corporation and The Bank of New York (as successor to
AmSouth Bank), as Trustee (incorporated by reference to
Exhibit 4(l) to Protective Life Corporation's
Registration Statement on Form S-3 (Registration No.
33-55063)).
4.04 Supplemental Indenture No.3, dated as of April 29, 1997,
to the Subordinated Indenture between Protective Life
Corporation and The Bank of New York (as successor to
AmSouth Bank), as Trustee (incorporated herein by
reference to Exhibit 4(g) to Protective Life Corporation's
Registration Statement on Form S-3 (Registration No.
333-25027)).
4.05 Supplemental Indenture No. 4, dated November 20, 1997, to
the Subordinated Indenture between Protective Life
Corporation and The Bank of New York (as successor to
AmSouth Bank), as Trustee (incorporated herein by
reference to Exhibit 4(m) to Protective Life Corporation's
Current Report on Form 8-K filed December 5, 1997).
4.06 Form of Supplemental Indenture No. 5 to the Subordinated
Indenture between Protective Life Corporation and The Bank
of New York (as successor to AmSouth Bank), as Trustee.
4.07 Declaration of Trust of PLC Capital Trust III, dated as
of July 1, 1999, between Protective Life Corporation, as
Sponsor, and Wilmington Trust Company, as Trustee
(incorporated herein by reference to Exhibit 4(ee) to
Protective's Registration Statement on Form S-3
(333-30905)).
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4.08 Form of Amended and Restated Declaration of Trust of PLC
Capital Trust III, between Protective Life Corporation, as
Sponsor, and Wilmington Trust Company, as Indenture
Trustee and Delaware Trustee.
4.09 Form of Preferred Securities Guarantee, between Protective
Life Corporation, as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee (incorporated herein by
reference to Exhibit 4(w) to Protective's Registration
Statement on Form S-3 (333-30905)).
4.10 Form of Certificate of Trust Originated Preferred Security
(incorporated herein by reference to Exhibit 4(q) to
Protective's Registration Statement on Form S-3
(333-30905)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto
duly authorized.
PROTECTIVE LIFE CORPORATION
By: /s/ Deborah J. Long
------------------------
Deborah J. Long
Senior Vice President, Secretary
and General Counsel
PLC CAPITAL TRUST III
By: /s/ Jerry W. Defoor
----------------------
Jerry W. DeFoor
Regular Trustee
Dated: August 16, 2001
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