- Current report filing (8-K)
December 05 2008 - 3:42PM
Edgar (US Regulatory)
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
December 5,
2008 (December 1, 2008)
Date of Report
(Date of earliest event reported)
Protective
Life Corporation
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-11339
|
|
95-2492236
|
(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
(Registrants 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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CF 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On December 1,
2008, Protective Life Corporation (Protective Life) entered into a
Transaction Agreement (the Agreement) with Bonifay Holding Company, Inc.
(BHC), the Bank of Bonifay, a Florida banking company and a wholly-owned
subsidiary of BHC (the Bank), and Michael A. Medley, as representative of
stockholders of BHC. Subject to the
terms and conditions of the Agreement, the Bank will transfer Bank assets
selected by Protective Life with a book value of up to $38 million to newly
formed subsidiaries of the Bank (the New Companies). Current BHC stockholders and Protective Life
will pay cash to the Bank in amounts equal to the value of the transferred
assets up to $10 million and $28 million, respectively. Through a series of transfers and mergers, at
the consummation of the transaction BHC and the Bank will be wholly owned
subsidiaries of Protective Life and the New Companies will be owned by the
former BHC stockholders.
The Agreement
contains representations, warranties, covenants and termination provisions that
are customary for transactions of this nature. The closing of the transactions
contemplated by the Agreement is conditioned upon, among other things, the
receipt of all required regulatory and third-party approvals, Protective Lifes
completion of satisfactory due diligence, the approval of the transactions by
the stockholders of BHC, Protective Lifes receipt of funding from the United
States Department of the Treasury under the Capital Purchase Program of the
Troubled Assets Relief Program, and other customary conditions.
The closing of
the transactions is contemplated by the Agreement to occur on the 2nd business
day following the date on which the closing conditions set forth in the
Agreement are satisfied or waived.
The Agreement
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
by reference. The summary of the material provisions of the Agreement set forth
above is qualified in its entirety by reference to the Agreement filed as an
exhibit hereto. There are representations and warranties contained in the
Agreement, which were made by the parties to each other as of specific dates.
The assertions embodied in these representations and warranties were made
solely for purposes of the Agreement and may be subject to important
qualifications and limitations agreed to by the parties in connection with
negotiating their terms. Moreover, certain representations and warranties may
not be accurate or complete as of any specified date because they are subject
to a contractual standard of materiality that is different from certain
standards generally applicable to shareholders or were used for the purpose of
allocating risk between the parties rather than establishing matters as facts.
Based upon the foregoing reasons, investors should not rely on the
representations and warranties as statements of factual information.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
The
following exhibit is being filed herewith:
2.1
Transaction Agreement, dated as of December 1, 2008, by and among
Protective Life Corporation, Bonifay Holding Company, Inc., The Bank of
Bonifay, and Michael A. Medley, as representative of stockholders of Bonifay
Holding Company, Inc.*
*
Note
: Schedules to the Transaction
Agreement, which include lists of items required to be disclosed by, and
exceptions to, the representations and warranties contained in the Transaction
Agreement have not been filed herewith.
The registrant agrees to furnish supplementally a copy of any such
omitted schedule to the Securities and Exchange Commission upon request.
2
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 thereunto
duly authorized.
|
PROTECTIVE
LIFE CORPORATION
|
|
|
|
/s/Steven
G. Walker
|
|
Steven
G. Walker
|
|
Senior
Vice President, Controller
and Chief Accounting Officer
|
Dated: December 5, 2008
3
Planet Labs PBC (NYSE:PL)
Historical Stock Chart
From May 2024 to Jun 2024
Planet Labs PBC (NYSE:PL)
Historical Stock Chart
From Jun 2023 to Jun 2024