UNITED
STATES
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
July
13,
2007 (July 10, 2007)
Date
of
Report (Date
of
earliest event reported)
Protective
Life Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-11339
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95-2492236
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2801
Highway 280 South
Birmingham,
Alabama 35223
(Address
of principal executive offices) (Zip Code)
(205)
268-1000
(Registrant's
telephone number)
N/A
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
July
10, 2007, Golden Gate II Captive Insurance Company (“Golden Gate II”), a special
purpose financial captive insurance company wholly-owned by Protective
Life
Insurance Company (“Protective Life”), itself a wholly-owned subsidiary of
Protective Life Corporation (the “Company”) issued $575 million in aggregate
principal amount of floating rate surplus notes due July 15, 2052 (the
“Notes”).
Golden Gate II has received regulatory approval to issue additional series
of
its floating rate surplus notes up to an aggregate of $675 million principal
amount of surplus notes (including the Notes). The Notes are direct
financial obligations of Golden Gate II and are not guaranteed by Protective
Life or by the Company.
The
Notes
were issued by Golden Gate II to fund statutory reserves required by the
Valuation of Life Insurance Policies Model Regulation (“Regulation XXX”), as
clarified by Actuarial Guideline 38 (commonly known as
“AXXX”). Golden Gate II has entered into an agreement to reinsure
from Protective Life certain universal life insurance policies with secondary
guarantees on a combination coinsurance and modified coinsurance
basis. The Company has entered into certain support agreements with
Golden Gate II obligating it to provide support payments to Golden Gate
II under
certain adverse interest rate conditions and to the extent of any reduction
in
the reinsurance premiums received by Golden Gate II due to an increase
in the
premium rates charged to Protective Life under its third-party yearly renewable
term reinsurance agreements that reinsure a portion of the mortality risk
of the
policies that are ceded to Golden Gate II. In addition, the Company
has entered into a support agreement with Golden Gate II obligating it
to pay or
make capital contributions to Golden Gate II in respect of certain of Golden
Gate II’s expenses and in certain circumstances to collateralize certain of the
Company’s obligations to Golden Gate II.
The
Notes
have been sold to Lehman Brothers Inc. for deposit into certain Delaware
trusts
(the “Trusts”) that will issue money market securities, term securities
resetting to money market securities after a specified period or term securities
(the “Securities”). The holders of Notes cannot require repayment
from the Company, Protective Life or any of their affiliates, other than
Golden
Gate II, the direct issuer of the Notes. The Company has agreed,
under certain circumstances, to make certain liquidity advances to the
Trusts
not in excess of specified amounts of assets held in a reinsurance trust
of
which Protective Life is the beneficiary and Golden Gate II is the grantor
in
the event that the Trusts do not have sufficient funds available to fully
redeem
the Securities at the stated maturity date. The Company’s obligation
to make any such liquidity advance is subject to it having a first priority
security interest in the residual interest in such reinsurance trust and
in the
Notes.
Golden
Gate II will pay interest on the principal amount of the Notes on a monthly
basis, subject to regulatory approval. Any payment of principal of,
including by redemption, or interest on the Notes may only be made with
the
prior approval of the Director of Insurance of the State of South Carolina
in
accordance with the terms of Golden Gate II’s licensing order and in
accordance with applicable law. The holders of the Notes have no
rights to accelerate payment of principal on the Notes under any circumstances,
including without limitation, for nonpayment or breach of any
covenant. Golden Gate II reserves the right to repay the Notes at any
time, subject to the terms of the Notes and prior regulatory
approval.
SIGNATURES
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.
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Protective
Life Corporation
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By:
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/s/ STEVEN
G. WALKER
Steven
G. Walker
Senior
Vice President, Controller and
Chief
Accounting Officer
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Date:
July 13, 2007