-----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, RIb3MFhk0lt1xaAxseRC7vxh9/F1QfzToqePykp5/7AnHpQU6dmaCTGzovPSnXOo klKFgHu6LJBFa9xS+/pcRw== 0000355429-05-000281.txt : 20050831 0000355429-05-000281.hdr.sgml : 20050831 20050831165218 ACCESSION NUMBER: 0000355429-05-000281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050830 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050831 DATE AS OF CHANGE: 20050831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000310826 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 630169720 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31901 FILM NUMBER: 051062360 BUSINESS ADDRESS: STREET 1: 2801 HIGHWAY 280 SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2058799230 MAIL ADDRESS: STREET 1: PO BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 8-K 1 form8k.htm FORM 8K PLICO 8-30-05 Form 8K PLICO 8-30-05



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

Date of Report (Date of earliest event reported) August 26, 2005


Protective Life Insurance Company
(Exact name of registrant as specified in its charter)

Tennessee    
001-31901
63-0163720
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


2801 Highway 280 South
Birmingham, Alabama 35223
(Address of principal executive offices and zip code)

(205) 268-1000
Registrant's telephone number, including area code


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 (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On August 26, 2005, Golden Gate Captive Insurance Company (“Golden Gate”), a special purpose financial captive insurance company wholly-owned by Protective Life Insurance Company (the “Company”), issued $100 million in aggregate principal amount of floating rate surplus notes due August 15, 2037 (the “Notes”) under a surplus notes facility established with certain purchasers (the “Facility”) through which Golden Gate may issue up to an aggregate of $400 million of surplus notes. The Notes are direct financial obligations of Golden Gate and are not guaranteed by the Company or its parent company, Protective Life Corporation (“Protective”).
 
The Notes were issued by Golden Gate to fund statutory reserves required by the Valuation of Life Insurance Policies Regulation (Regulation XXX). Golden Gate has entered into agreements to reinsure certain term life insurance policies having guaranteed level premiums on a 100% coinsurance basis from the Company and two of its subsidiaries, Empire General Assurance Corporation (“Empire General”) and West Coast Life Insurance Company (“West Coast Life”). Lehman Brothers Holdings, Inc. will serve as committed purchaser under the surplus notes facility. Under the terms of the Notes, the holders of the Notes cannot require repayment from the Company or any of its subsidiaries, other than Golden Gate, the direct issuer of the Notes. The Company, Empire General and West Coast Life have each agreed to indemnify Golden Gate for certain costs and the Company has agreed to be jointly and severally liable with Golden Gate as to certain of its obligations (which obligations should not include payment of principal and interest on the Notes). In addition, Protective has entered into certain support agreements with Golden Gate obligating Protective to pay or make capital contributions to Golden Gate, or otherwise provide support, in respect of certain of Golden Gate’s expenses and in certain circumstances to collateralize certain of the Company’s obligations to Golden Gate.
 
The annual interest rate on the Notes will equal the one-month London Interbank Offered Rate (LIBOR), plus a spread. Such interest will be paid monthly in arrears on the 26th of each month. 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 its licensing order and in accordance with applicable law. If an event of default occurs, the holders of the Notes have the right to declare the entire principal thereof and interest accrued thereon to be due and payable immediately, subject to regulatory approval. Golden Gate reserves the right to repay the Notes at any time, subject to prior regulatory approval.
 
Additional information regarding this transaction is set forth in Protective's press release which is filed as Exhibit 99.1 hereto.
 

Item 9.01
Financial Statements and Exhibits.
 
(c)  
Exhibits:
   
   99.1 - Press Release Dated August 30, 2005

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.


 
PROTECTIVE LIFE INSURANCE COMPANY
 
By/s/Steven G. Walker
 
Steven G. Walker
 
Senior Vice President, Controller
and Chief Accounting Officer
  (Duly Authorized Officer)

 
Dated: Ausugt 31,  2005










 

 
 



 
 
 



 





 
 



 






 

 
 


 
 
 

 



 



 
 
 



 


 EX-99.1 2 ex99_1.htm EXHIBIT 99.1 PLICO PRESS RELEASE 8-30-05 Exhibit 99.1 PLICO Press Release 8-30-05
Exhibit 99.1
 
Protective Life Corporation
Post Office Box 2606
Birmingham, AL 35202
205-268-1000



FOR IMMEDATE RELEASE




PROTECTIVE LIFE CORPORATION COMPLETES SECURITIZATION TRANSACTION


BIRMINGHAM, Alabama (August 30, 2005) Protective Life Corporation (“Protective”) (NYSE: PL) today announced that Golden Gate Captive Insurance Company (“Golden Gate”), a special purpose financial captive insurance company and indirect wholly-owned subsidiary of Protective, completed a private placement transaction to securitize a portion of the statutory reserves required by the Valuation of Life Insurance Policies Model Regulation (Regulation XXX). Under the arrangement, Golden Gate may issue up to $400 million in face amount of notes to finance statutory life insurance reserves.

Protective Life Corporation provides financial services through the production, distribution and administration of insurance and investment products throughout the United States. It has annual revenues of approximately $2.0 billion and as of June 30, 2005 had assets of $28.6 billion.

The notes referred to above have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


CONTACTS:

Chip Wann
Vice President, Corporate Finance/Investor Relations
(205) 268-6461



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