- Current report filing (8-K)
April 01 2009 - 4:39PM
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
April 1, 2009 (April 1, 2009)
Date of Report
(Date of earliest event reported)
Protective
Life Corporation
(Exact name of registrant as specified in its charter)
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 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 1.02
Termination of a Material Definitive Agreement.
On
April 1, 2009, Bonifay Holding Company (BHC) and its subsidiary, The
Bank of Bonifay, a Florida banking company (the Bank ), terminated their
agreement (the Agreement) with Protective Life Corporation (Protective)
under which Protective would have acquired BHC and the Bank. Under the Agreement, the Bank would have
transferred Bank assets selected by Protective with a book value of up to $38
million to newly formed subsidiaries of the Bank (the New Companies).
Current BHC stockholders and Protective would have paid 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 would have been wholly owned
subsidiaries of Protective and the New Companies would have been owned by the
former BHC stockholders.
The
Agreement gave either party the option of terminating the Agreement if the
acquisition was not completed by March 31, 2009; BHC and the Bank
exercised this right of termination.
There are no material early termination penalties to Protective or BHC
and the Bank as a result of the termination of the Agreement.
One
of the conditions of closing under the Agreement was the receipt by Protective
of approval from the U.S. Treasury Department to participate in the Treasury
Departments Capital Purchase Program on terms acceptable to Protective. Protective understands that the Treasury
Department has not yet acted on any pending insurer applications for
participation in its Capital Purchase Program and has not specified a timetable
for such action. Protective understands
that in light of this uncertainty, BHC and the Bank determined that termination
of the Agreement was in their best interest.
Item 7.01
Regulation FD Disclosure
On April 1,
2009, Protective Life Corporation (Protective) issued the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(c) Exhibits:
99.1
Press Release Dated April 1, 2009.
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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.
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PROTECTIVE
LIFE CORPORATION
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/s/Steven
G. Walker
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Steven
G. Walker
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Senior
Vice President, Controller
and Chief Accounting Officer
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Dated: April 1, 2008
3
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