Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CkNiT09yLJRRJQw5WOTId8FcmE/dF6dELFwFNlqqdEG7urAMxiD08XJ3w+U454Dv 0PyFuHKPgQYrXsY7TOW9OA== 0001193125-07-030685.txt : 20070214 0001193125-07-030685.hdr.sgml : 20070214 20070214092558 ACCESSION NUMBER: 0001193125-07-030685 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: REGIONS BANK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE CORP CENTRAL INDEX KEY: 0000355429 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 952492236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33332 FILM NUMBER: 07614009 BUSINESS ADDRESS: STREET 1: 2801 HGWY 280 S CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2052683596 MAIL ADDRESS: STREET 1: PO BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGIONS FINANCIAL CORP CENTRAL INDEX KEY: 0001281761 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 630589368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 417 N 20TH ST CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-944-1300 MAIL ADDRESS: STREET 1: 417 N 20TH ST CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: NEW REGIONS FINANCIAL CORP DATE OF NAME CHANGE: 20040225 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PROTECTIVE LIFE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

743674103

(CUSIP)

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).

CUSIP No. 743674103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Regions Financial Corporation No. 63-0589368
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

- -0-

6. Shared Voting Power

3,129,793

7. Sole Dispositive Power

- -0-

8. Shared Dispositive Power

3,689,955


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,949,374
10.		Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.65%
12.		Type of Reporting Person (See Instructions) HC

CUSIP No. 743674103


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Regions Bank No. 63-0371391
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Alabama

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

3,121,493

6. Shared Voting Power

8,300

7. Sole Dispositive Power

1,171,939

8. Shared Dispositive Power

2,518,016


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,949,374
10.		Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.65%
12.		Type of Reporting Person (See Instructions) BK

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2006


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:

		Regions Financial Corporation Regions Bank

Item 2(b)		Address of Principal Business Office or, if none, Residence:

		Regions Financial Corporation 1900 Fifth Avenue North Birmingham, Alabama 35203

		Regions Bank 1900 Fifth Avenue North Birmingham, Alabama 35203

Item 2(c)		Citizenship:

		Regions Financial Corporation is a Delaware corporation. Regions 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: 743674103

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 §240.13d-1(b)(1)(ii)(E)

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)	x	A parent holding company or control person in accordance with §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 §240.13d-1(b)(1)(ii)(J)


Item 4	Ownership

	(a) Amount Beneficially Owned:
	Regions Financial Corporation:	3,949,374
	Regions Bank:	3,949,374

	(b) Percent of Class:
	Regions Financial Corporation:	5.65%
	Regions Bank:	5.65%

	(c) Number of shares as to which the person has:

	(i) sole power to vote or to direct the vote:

	Regions Financial Corporation:	0
	Regions Bank:	3,121,493

	(ii) shared power to vote or to direct the vote:


Regions Financial Corporation:		3,129,793
Regions Bank:		8,300

(iii) sole power to dispose or to direct the disposition of:


Regions Financial Corporation:		0
Regions Bank:		1,171,939

(iv) shared power to dispose or to direct the disposition of:


Regions Financial Corporation:		3,689,955
Regions Bank:		2,518,016


		Pursuant to Rule 13d-4, it is hereby declared that the filing of this Statement shall not be construed as an admission that Regions Financial Corporation or Regions 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 Regions Financial Corporation’s subsidiary, Regions 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

		See Exhibit 1.

Item 8		Identification and Classification of Members of the Group

		Not applicable.

Item 9		Notice of Dissolution of Group

		Not applicable.


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, 2007
Date REGIONS FINANCIAL CORPORATION

By:		/s/ Carl L. Gorday
		Signature

Carl L. Gorday Assistant General Counsel
Name/Title

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, 2007
Date REGIONS BANK

By:		/s/ Carl L. Gorday
		Signature

Carl L. Gorday Assistant General Counsel and Assistant Secretary
Name/Title

EXHIBIT 1

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2006

The securities covered by this Statement are held in a fiduciary capacity by the following subsidiary of Regions Financial Corporation, 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:

Regions Bank

EXHIBIT 2

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2006

The undersigned, Regions Financial Corporation and Regions Bank, hereby agree that the foregoing Statement on Schedule 13G is filed on behalf of each of them.



REGIONS FINANCIAL CORPORATION

By:		/s/ Carl L. Gorday
		Carl L. Gorday, Assistant General Counsel



REGIONS BANK

By:		/s/ Carl L. Gorday
		Carl L. Gorday, Assistant General Counsel and Assistant Secretary

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