As filed with the Securities and Exchange Commission on May 28, 2020
Registration No. 333-235429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT |
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PRE-EFFECTIVE AMENDMENT NO. 3
POST-EFFECTIVE AMENDMENT NO. |
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PROTECTIVE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Tennessee |
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63-0169720 |
(State or other jurisdiction of |
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(I.R.S. Employer |
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 879-9230
(Address, including zip code, and telephone number, including area code
of registrants principal executive offices)
Alyson Saad, Esq.
Protective Life Insurance Company
P.O. Box 2606
Birmingham, Alabama 35202
(205) 268-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Stephen E. Roth, Esq.
Thomas E. Bisset, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, D.C. 20001
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement Nos.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o | ||
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
Title of each of securities |
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Amount to |
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Proposed maximum |
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Proposed maximum |
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Amount of |
Modified Guaranteed Annuity Contracts and Participating Interests Therein |
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1,000,000,000 |
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$129,800 |
* The Registration Fee was previously paid with Pre-Effective Amendment #2 to Registration Statement on Form S-3 (333-235429).
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 3 (this Amendment) to Registration Statement on Form S-3 of Protective Life Insurance Company (Registration No. 333-235429), originally filed on December 9, 2019 (the Registration Statement), is being filed as an exhibit-only filing to provide for (i) the filing of Exhibit 23(a), which did not include the correct version of the consent in Pre-Effective Amendment No. 2 to the Registration Statement (filed on May 21, 2020), as indicated in Item 16 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the filing of Exhibit 23(a) herewith, and the signature pages to the Registration Statement. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item 16. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Pre-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 28, 2020.
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PROTECTIVE LIFE INSURANCE COMPANY | |
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By: |
/s/ RICHARD J. BIELEN |
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Richard J. Bielen |
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Chairman of the Board and Chief |
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Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Date |
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(i) Principal Executive Officer |
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/s/ RICHARD J. BIELEN |
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Chairman of the Board and Chief Executive Officer |
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May 28, 2020 |
Richard J. Bielen |
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(ii) Principal Financial Officer |
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/s/ STEVEN G. WALKER |
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Executive Vice President and Chief Financial Officer |
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May 28, 2020 |
Steven G. Walker |
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(iii) Principal Accounting Officer |
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/s/ PAUL R. WELLS |
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Senior Vice President, Chief Accounting Officer and Controller |
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May 28, 2020 |
Paul R. Wells |
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(iv) Board of Directors: |
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/s/ RICHARD J. BIELEN |
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Director |
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May 28, 2020 |
Richard J. Bielen |
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/s/ MICHAEL G. TEMPLE |
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Director |
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May 28, 2020 |
Michael G. Temple |
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/s/ CARL S. THIGPEN |
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Director |
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May 28, 2020 |
Carl S. Thigpen |
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EXHIBIT INDEX
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Description |
23(a) |
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Consent of PricewaterhouseCoopers LLP |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 No. 333-235429 of Protective Life Insurance Company of our report dated March 25, 2019 relating to the financial statements and financial statement schedules, which appears in Protective Life Insurance Companys Annual Report on Form 10-K for the year ended December 31, 2019. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
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Birmingham, Alabama |
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May 27, 2020 |
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